SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
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 Rule 14a-11(c) or Rule 14a-12
Beacon Global Advisors Trust
(Name of Registrant 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:
(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:
BEACON GLOBAL ADVISORS TRUST
The Cruelty Free Value Fund
8260 Greensboro Drive
Suite 250
McLean, Virginia 22102-3801
Telephone (800) 662-9992
December 19, 1997
Dear Shareholder:
Zurich Insurance Company ("Zurich") has entered into an agreement
with Scudder, Stevens & Clark, Inc. ("Scudder") pursuant to which
Zurich will acquire approximately 70% of Scudder. Upon completion of
the transaction, Scudder will change its name to Scudder Kemper
Investments, Inc. ("SKI"), and The Cruelty Free Value Fund's (the
"Fund") sub-investment manager, Zurich Investments Management, Inc.
("ZIM"), will be combined with SKI. Because of the transaction, it is
necessary for the Fund to approve a new sub-investment management
agreement.
If THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT IS APPROVED, YOUR FUND
SHARES WILL NOT CHANGE, THE ADVISORY FEE RATES FOR THE FUND WILL NOT
CHANGE, THE FEE RATE PAYABLE UNDER THE FUND'S RULE 12B-1 PLAN WILL
NOT CHANGE, AND MOST IMPORTANTLY THE FUND WILL CONTINUE TO PURSUE
INVESTMENTS IN COMPANIES OR SUBSIDIARIES OF SUCH COMPANIES WHICH DO
NOT HARM ANIMALS. FURTHER, YOU SHOULD CONTINUE TO RECEIVE THE HIGH
QUALITY INVESTMENT MANAGEMENT THAT YOU HAVE HAD SINCE THE INCEPTION
OF THE FUND.
The Board of Trustees has unanimously approved the proposals and
recommends them for your approval. I encourage you to vote in favor
of the proposals.
As always, I thank you for your confidence and support.
Sincerely,
Richard A. Ollen
President
BEACON GLOBAL ADVISORS TRUST
The Cruelty Free Value Fund
8260 Greensboro Drive
Suite 250
McLean, Virginia 22102-3801
Telephone (800) 662-9992
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
JANUARY 5, 1998
DECEMBER 19, 1997
TO THE SHAREHOLDERS OF THE CRUELTY FREE VALUE FUND:
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the
"Meeting") of The Cruelty Free Value Fund (the "Fund") will be held
on Monday, January 5, 1998, at 10:00 a.m., Eastern Standard Time, at
the offices of Donatelli & Klein, Inc. Artery Plaza, 7200 Wisconsin
Avenue, Suite 310, Bethesda, Maryland 20814. The following matters
will be acted upon at that time:
1. To approve a new sub-investment management agreement with
Scudder Kemper Investments, Inc. ("SKI") (or with Zurich
Investments Management, Inc.("ZIM") transferable to SKI)on the
same terms as the current sub-investment management agreement
with ZIM.
2. To ratify or reject the selection of Johnson Lambert & Co. as
the Fund's independent public accountants for the current
fiscal year.
3. To transact such other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
The proposals referred to above are discussed in the Proxy
Statement attached to this Notice. Shareholders of record of the
Fund at the close of business on December 4, 1997, have the right to
vote at the Meeting.
Shareholders are invited to attend in person. If you plan to
attend the Meeting, so indicate on the enclosed proxy card and return
it promptly in the enclosed envelope. No postage is required if
mailed in the United States. Whether you will be able to attend or
not, PLEASE VOTE, SIGN AND DATE THE PROXY AND RETURN IT PROMPTLY.
By Order of the Board of Trustees
Michelle A. Whalen
Secretary
PLEASE RETURN YOUR PROXY IMMEDIATELY
TO PREVENT ADDITIONAL SOLICITATION EXPENSE
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by or on behalf of the Board of Trustees (the
"Trustees")of Beacon Global Advisors Trust (the "Trust"), for use at
a Special Meeting of Shareholders of The Cruelty-Free Value Fund (the
"Meeting") scheduled for Monday, January 5, 1998, at 10:00 a.m.,
Eastern Standard Time, at the offices of Donatelli & Klein, Inc.
Artery Plaza, 7200 Wisconsin Avenue, Suite 310, Bethesda, Maryland
20814, and at any adjournments thereof. This Proxy Statement and the
accompanying form of proxy were first mailed to shareholders on or
about December 19, 1997.
The Trust is an open-end, management investment company, as
defined in the Investment Company Act of 1940, as amended (the
"Act"). The Trust currently offers one series of shares: The Cruelty
Free Value Fund (the "Fund"), which has no sales charge but is
subject to annual 12b-1 Plan expenses. The Fund has authorized an
unlimited number of shares of beneficial interest (no par value per
share). The shares of the Fund have non-cumulative voting rights.
All proxies solicited by the Trustees, which are properly
executed and received by the Secretary prior to the Meeting will be
voted at the Meeting, in accordance with the shareholders'
instructions thereon. If no instruction is given on a proxy, it will
be voted FOR each of the proposals.
Only shareholders of record of the Fund at the close of
business on December 4, 1997 ("Record Date") are entitled to notice
of, and to vote on, the proposals at the Meeting and any adjournment
thereof. As of Record Date, there were 41,907.782 outstanding shares
of the Fund.
The affirmative vote of a majority of the Fund's aggregate
outstanding shares (defined in the Act as the lesser of (i) 67% of
the shares of the Fund present at the Meeting, if holders of more
than 50% of the outstanding shares are present in person or by proxy,
or (ii) more than 50% of the outstanding shares of the Fund)are
needed to approve a new sub-investment management agreement (Proposal
No. 1); and, to ratify the selection of independent public
accountants (Proposal No. 2).
One third of the shares issued and outstanding and entitled to
vote, present in person or represented by proxy, constitute a quorum
for the transaction of business at the Meeting. If a quorum is not
present or represented at the Meeting, the holders of a majority of
the shares present in person or by proxy shall have the power to
adjourn the Meeting to a later date, without notice other than
announcement at the Meeting, until a quorum shall be present or
represented. Votes cast by proxy or in person at the Meeting will be
counted by persons appointed by the Fund to act as election
inspectors for the Meeting.
In the event that a quorum is present, but sufficient votes in
favor of the amendments are not received by the time scheduled for
the Meeting, 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 the shares present in person or by proxy at the session
of the Meeting adjourned. The persons named as proxies will vote in
favor of or against any such adjournment in direct proportion to the
proxies received for or against the proposed amendments.
The Trustees know of no business other than that specifically
mentioned in the Notice of Special Meeting which will be presented
for consideration at the Meeting. If any matters are properly
presented, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment. Abstentions
and broker non-votes will be included for purposes of determining
whether a quorum is present at the Meeting, but will be treated as
votes not cast and, therefore, will not be counted for purposes of
determining whether matters to be voted upon at the Meeting have been
approved.
As of the Record Date, the following persons owned more than 5%
of the outstanding shares of the Fund's shares:
Name & Address of Beneficial Owners Percentage of Fund
Caroline D. Gabel 48.5%
654 "F" Street NE
Washington, DC 20002
Robert J. Henrich 9.0%
Trst Beacon Global Advisors Ltd
Dtd 02-17-94
8260 Greensboro Drive Suite 250
McLean, VA 22102-3801
Rick F. Gartner 5.3%
and Laurelee C. Blanchard
Jt Wros
581 Cress Street
Laguna Beach, CA 92651
As of the Record Date, no other Trustee of the Fund, owns
beneficially more than 1% of the outstanding voting shares of the
Fund. The Trustees together own beneficially, more than 1% of the
outstanding voting shares of the Fund by nature of Ms. Gabels'
ownership of 48% of the Fund.
Shareholders who execute proxies retain the right to revoke
them at any time before they are voted by notifying the Fund or by
voting at the Meeting. A proxy, when executed and not revoked, will
be voted as directed. In the absence of such direction, proxies will
be voted in favor of the applicable proposal.
The solicitation of proxies is being made primarily through
mailing this Proxy Statement and the accompanying Proxy. Additional
solicitation may be made by the officers or Trustees of the Fund by
mail, telephone or telegraph, or in person. It is not anticipated
that any solicitations will be made by specially engaged employees or
paid proxy solicitors. The cost of the preparation of this Proxy
Statement and Proxy and the costs of solicitation will be borne by
Zurich Investment Management, Inc. ("ZIM"). Further solicitation may
be made by mail or telephone by regular employees of Beacon Global
Advisors, Inc. (the "Advisor") who will receive no compensation for
such solicitation.
Unaudited financial statements of the Fund in the form of a
Semi-Annual Report to Shareholders dated May 31, 1997 has been mailed
prior to this proxy mailing. The Semi-Annual report is not to be
regarded as proxy soliciting material. Shareholders may obtain the
Semi-Annual Report by calling the Fund at (800) 892-9626.
PROPOSAL NO. 1
NEW SUB-INVESTMENT MANAGEMENT AGREEMENT
INTRODUCTION
ZIM is the current sub-investment advisor for the Fund. On June
26, 1997, Zurich Insurance Company ("Zurich"), (ZIM's parent
company), ZKI Holding Corp. ("ZKIH"), Zurich Kemper Investments, Inc.
("ZKI"), Scudder, Stevens & Clark, Inc. ("Scudder") and the
representatives of the beneficial owners of the capital stock of
Scudder ("Scudder Representatives") entered into a transaction
agreement ("Transaction Agreement") pursuant to which Zurich will
become the majority stockholder in Scudder with an approximate
70% interest, and ZIM will become a wholly-owned subsidiary of, or be
combined with, Scudder ("Transaction"). Upon completion of the
Transaction, Scudder will change its name to Scudder Kemper
Investments, Inc. ("SKI"). Scudder, a New York-based investment
advisor and the investment manager for the Scudder and AARP Funds,
has approximately $125 billion under management. ZIM, a Chicago-based
investment advisor and the investment manager for the Kemper Funds,
and its affiliates have approximately $85 billion under management.
The headquarters of SKI will be in New York. Edmond D. Villani,
Scudder's Chief Executive Officer, will continue as Chief Executive
Officer of SKI and will become a member of Zurich's Corporate
Executive Board. Some of the terms of the Transaction are also set
forth in a form of second amended and restated Security Holders
Agreement to be entered into among the beneficial owners of the
capital stock of Scudder, the Scudder Representatives, Scudder,
Zurich, ZKIH and the Scudder Kemper Investments, Inc. Executive
Defined Contribution Plan Trust.
Consummation of the Transaction would constitute an
"assignment," as that term is defined in the Act, of the Fund's
current sub-investment management agreement with ZIM. As required by
the Act, the current sub-investment management agreement provides for
its automatic termination in the event of its assignment. In
anticipation of the Transaction, a new sub-investment management
agreement (the "management agreement") between the Fund and SKI is
being proposed for approval by shareholders of the Fund.(Depending on
the timing of the combination of the Scudder and ZIM organizations,
the new sub-investment management agreement may initially be between
the Fund and ZIM for some period following the Transaction and then
be transferred to SKI without further action on the part of
shareholders of the Fund. Accordingly, approval of the new agreement
with SKI would also include approval of any interim agreement with
ZIM following the assignment of the current agreement. SKI or ZIM, as
party to the new sub-investment management agreement, is sometimes
referred to in this proxy statement as the "sub-investment manager.")
A copy of the form of the new management agreement is attached hereto
as Exhibit A.
At the closing, Zurich and the other stockholders of SKI will
enter into a New Security Holders Agreement ("SHA"). Under the New
SHA, Scudder stockholders will be entitled to designate three of the
seven members of the SKI board and two of the four members of an
executive committee, which will be the primary management-level
committee of SKI. Zurich will be entitled to designate the other four
members of the SKI board and the other two members of the executive
committee.
The names, addresses and principal occupations of the initial
Scudder-designated directors of SKI are as follows: LYNN S. BIRDSONG,
345 Park Avenue, New York, New York, Managing Director of Scudder;
CORNELIA M. SMALL, 345 Park Avenue, New York, New York, Managing
Director of Scudder; and EDMOND D. VILLANI, 345 Park Avenue, New
York, New York, President, Chief Executive Officer and Managing
Director of Scudder.
The names, addresses and principal occupations of the initial
Zurich-designated directors of SKI are as follows: LAWRENCE W. CHENG,
Mythenquai 2, Zurich, Switzerland, Chief Investment Officer for
Investments and Institutional Asset Management and the corporate
functions of Securities and Real Estate for Zurich and a member of
the Corporate Executive Board of Zurich; STEVEN M. GLUCKSTERN,
Mythenquai 2, Zurich, Switzerland, responsible for Reinsurance,
Structured Finance, Capital Market Products and Strategic
Investments, and a member of the Corporate Executive Board of Zurich;
ROLF HUEPPI, Mythenquai 2, Zurich, Switzerland, Chairman of the Board
and Chief Executive Officer of Zurich; and MARKUS ROHRBASSER,
Mythenquai 2, Zurich, Switzerland, Chief Financial Officer and a
member of the Corporate Executive Board of Zurich.
The initial Scudder-designated Executive Committee members will
be Messrs. Birdsong and Villani (Chairman). The initial
Zurich-designated Executive Committee members will be Messrs. Cheng
and Rohrbasser.
The New SHA requires the approval of a majority of the
Scudder-designated directors for certain decisions, including
changing the name of SKI, effecting a public offering before April
15, 2005, causing SKI to engage substantially in non-investment
management and related business, making material acquisitions or
divestitures, making changes in SKI's capital structure, dissolving
or liquidating SKI, or entering into certain affiliated transactions
with Zurich. The New SHA also provides for various put and call
rights with respect to SKI stock held by current Scudder employees,
limitations on Zurich's ability to purchase other asset management
companies outside of SKI, rights of Zurich to repurchase SKI stock
upon termination of employment of SKI personnel, and registration
rights for stock held by continuing Scudder stockholders.
The Transaction is subject to a number of conditions, including
approval by Scudder stockholders; the Revenue Run Rate Percentages of
Scudder and ZKI being at least 75%, which means that the revenues
produced by Scudder's advisory fees continue to be at least 75% of
what they were on June 30; Scudder and ZKI having obtained director
and stockholder approvals to act as the investment advisor from
U.S.-registered funds representing 90% of the assets of such funds
under management as of June 30, 1997; the absence of any restraining
order or injunction preventing the Transaction, or any litigation
challenging the Transaction that is reasonably likely to result in an
injunction or invalidation of the Transaction; and the continued
accuracy of the representations and warranties contained in the
Transaction Agreement. The Transaction is expected to close on or
about December 31, 1997.
THE CURRENT SUB-INVESTMENT MANAGEMENT AGREEMENT
The current sub-investment management agreement provides that
the Fund's sub-investment manager, Zurich Investment Management
("ZIM") (i) manages the investment and reinvestment of the Fund's
assets in accordance with the applicable investment objectives,
policies and limitations set forth in the Fund's Prospectus and
applicable laws and regulations; (ii) is subject to the supervision
of the Advisor and the Trustees; and (iii) places orders for the
purchase or sale of securities for the Fund's account with brokers or
dealers selected by ZIM.
For the services described above, the Advisor has agreed to pay
ZIM, as of the close of business on the last business day of each
calendar quarter, a sub-advisory fee computed at an annual rate of
..50 of 1% of the Fund's first $50 million of average daily net
assets, .35 of 1% of the Fund's next $50 million of average daily net
assets and .25 of 1% of average daily net assets over $100 million.
For the fiscal year-ended November 30, 1997 the sub-investment
advisor received $0 in compensation.
For the quarter and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration on
the basis of the number of days that the Agreement is in effect
during the quarter and year, respectively.
The current sub-investment management agreement provides that
ZIM is not liable for any error of judgment or of law or for any loss
suffered by the Trust or the Advisor in connection with the matters
to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of ZIM in the
performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.
The sub-advisory agreement may be terminated at any time
without the payment of any penalty by the Advisor or by ZIM on sixty
(60) days written notice to the other party. The Trust may effect
termination without payment of any penalty by action of the Trustees
or by vote of a majority of the outstanding voting securities of the
Fund on sixty (60) days written notice to the Advisor and ZIM.
ZIM has acted as sub-investment advisor since the Fund
commenced operations on April 28, 1997. The current sub-investment
management agreement was approved by the Trustees and the initial
shareholder of the Fund on March 21, 1997.
Under the terms of a separate agreement between Zurich Kemper
Value Advisors ("ZKVA")( formerly Dreman Value Advisors, Inc.
("Dreman") and ZIM, ZKVA has been contracted to provide secondary
sub-investment advisory services. ZKVA is a wholly-owned subsidiary
of Zurich and is located at 280 Park Avenue, New York, New York
10017. The current secondary sub-advisory agreement, dated March 21,
1997, was approved on March 21, 1997, by ZIM.
The secondary sub-advisor, ZKVA: (i) manages the investment
and reinvestment of the Fund's assets in accordance with the
applicable investment objectives, policies and limitations set forth
in the Trust's prospectus (such prospectus and statement of
additional information, as presently in effect, and all amendments
and supplements thereto, are herein collectively called the
"Prospectus")and applicable laws and regulations; (ii) is subject to
the supervision of the Advisor, ZIM and the Trustees; and (iii)
places orders for the purchase or sale of securities for the Fund's
account with brokers or dealers selected by ZKVA. ZKVA is authorized,
on behalf of the Fund to give instructions to the custodian of the
Fund as to the deliveries of securities and payments of cash for the
account of the Fund.
For the services described above ZIM has agreed to pay ZKVA as
of the close of business on the last business day of each calendar
quarter, a secondary sub-advisory fee computed at an annual rate of
..50 of 1% of the Fund's first $50 million of average daily net
assets, .35 of 1% of the Fund's next $50 million of average daily net
assets and .25 of 1% of average daily net assets over $100 million.
For fiscal year ended November 30, 1997 ZKVA was paid $0 pursuant to
this agreement.
For the quarter and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration on
the basis of the number of days that the Agreement is in effect
during the quarter and year, respectively.
The agreement provides that ZKVA is not liable for any error of
judgment or of law or for any loss suffered by the Trust or the
Advisor in connection with the matters to which this agreement
relates, except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of ZKVA in the performance of its
obligations and duties or by reason of its reckless disregard of its
obligations and duties under this agreement.
The secondary sub-advisory agreement may be terminated at any
time with respect to any series without the payment of any penalty by
ZIM or by ZKVA on sixty (60) days' written notice to the other party.
The Trust may effect termination with respect to the Fund without
payment of any penalty by action of the Trustees or by vote of a
majority of the outstanding voting securities of such series on sixty
(60) days' written notice to ZIM and ZKVA.
NEW SUB-INVESTMENT MANAGEMENT AGREEMENT
The new sub-investment management agreement (the "new
agreement") for the Fund is substantially similar to the current
secondary sub-investment management agreement. There is no material
difference in the substance of the obligations of the sub-investment
manager under the new agreement.
The new sub-advisor ("SKI") will: (i) manage the investment
and reinvestment of the Fund's assets in accordance with the
applicable investment objectives, policies and limitations set forth
in the Trust's Prospectus and applicable laws and regulations; (ii)
be subject to the supervision of the Advisor and the Trustees; and
(iii) place orders for the purchase or sale of securities for the
Fund's account with brokers or dealers selected by SKI. SKI is
authorized, on behalf of the Fund to give instructions to the
custodian of the Fund as to the deliveries of securities and payments
of cash for the account of the Fund.
For the services described above the Advisor will pay to SKI
as of the close of business on the last business day of each calendar
quarter, a sub-advisory fee computed at an annual rate of .50 of 1%
of the Fund's first $50 million of average daily net assets, .35 of
1% of the Fund's next $50 million of average daily net assets and .25
of 1% of average daily net assets over $100 million.
For the quarter and year in which this new agreement becomes
effective or terminates, there shall be an appropriate proration on
the basis of the number of days that the Agreement is in effect
during the quarter and year, respectively.
The new agreement provides that SKI shall not be liable for any
error of judgment or of law or for any loss suffered by the Trust or
the Advisor in connection with the matters to which this new
agreement relates, except loss resulting from willful misfeasance,
bad faith or gross negligence on the part of SKI in the performance
of its obligations and duties or by reason of its reckless disregard
of its obligations and duties under this new agreement.
The new agreement may be terminated at any time with respect to
any series without the payment of any penalty by the Advisor or SKI
on sixty (60) days' written notice to the other party. The Trust may
effect termination with respect to the Fund without payment of any
penalty by action of the Trustees or by vote of a majority of the
outstanding voting securities of such series on sixty (60) days'
written notice to SKI.
The new agreement for the Fund will be dated as of the date of
the consummation of the Transaction, which is expected to occur on or
about December 31, 1997. The new agreement will be for an initial
term ending on the same date as would the current secondary sub-
advisory agreement but for the Transaction, and may continue
thereafter from year to year if specifically approved at least
annually by the vote of "a majority of the outstanding voting
securities" of the Fund, as defined under the 1940 Act, or by the
Trustees and, in either event, the vote of a majority of the Trustees
who are not parties to the new agreement or interested persons of any
such party, cast in person at a meeting called for such purpose.
EVALUATION OF THE NEW SUB-INVESTMENT MANAGEMENT AGREEMENT BY THE
BOARD OF TRUSTEES
The Trustees of the Fund met on December 4, 1997 to consider
the new agreement and its anticipated effects upon the investment
management provided to the Advisor and the Fund. The proposal was
considered by all of the Trustees. After full consideration of the
proposal, the Trustees, including all of the Trustees who are not
parties to the new agreement or interested persons of any such party,
unanimously voted to approve the new agreement and to recommend the
new agreement to shareholders for their approval.
In determining whether or not it was appropriate to approve the
new agreement and to recommend approval to shareholders, the Trustees
considered written material and information presented orally at the
Meeting. In particular, the Trustees considered the fairness of the
compensation to be received by SKI for its sub-investment advisory
services. Subsequent to the Trustees's review of the material, the
Trustees determined that the fee payable to SKI by the Advisor, a fee
which will be the same as that paid to ZIM; was fair and reasonable,
and that the proposed fees and new agreement would have no impact on
the expense ratio of the Fund. The fact that the fees would remain
the same was considered one of the two most important factor in
recomending the acceptance of the new agreement.
Equally important and weighted the same as the static
investment advisory fee, the Trustees considered that the personnel
currently responsible for the day to day investment of the Funds
assets would remain the same. In proposing the new agreement, the
Advisor emphasized that these individuals would still work for ZKVA
which will remain a subsidiary of SKI, and they will continue to
adhere to the moral screening precesses currently maintained by the
Fund.
Also discussed was the relative size and experience of the
combined entities Scudder and Zurich. This factor was not deemed as
important by the Trustees as the fees and management of the
investments. The Trustees were also informed that in connection with
the selection of brokers or dealers by SKI and the placing of orders
with said brokers or dealers, SKI will seek for the Fund best
execution of orders. SKI shall not be deemed to have acted
unlawfully or to have breached any duty, created by this Agreement or
otherwise, solely by reason of its having caused the Fund to pay a
broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if SKI
determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer viewed in terms of either
that particular transaction or SKI's overall responsibilities with
respect to the clients of SKI as to which SKI exercises investment
discretion. The Trustees recognized that all research services and
research that SKI receives or generates are available for all clients
and that the Fund and other clients may benefit thereby. The Trustees
did not consider the use of the Funds brokerage commission in this
manner to be detrimental to the Fund, but agreed to seek reports from
SKI on a quarterly basis with respect to such arrangements.
If the new agreement is not approved by the shareholders of the
Fund, the Trustees of the Fund will consider what other action is
appropriate based upon the best interests of the shareholders of the
Fund.
BOARD RECOMMENDATION:
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE
NEW SUB-INVESTMENT MANAGEMENT AGREEMENT. UNLESS A CONTRARY
SPECIFICATION IS MADE, ANY EXECUTED BUT UNMARKED PROXIES WILL BE
VOTED FOR THIS PROPOSAL NO. 1.
PRPOSAL NO. 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
At its meeting on December 4, 1997, upon recommendation of the
Audit Committee, the Trustees, including a majority of those Trustees
who are not "interested persons" of the Fund, selected the firm of
Johnson Lambert & Co. to be independent public accountants to the
Fund for the fiscal year ending November 31, 1998. Shareholders of
the Fund are being asked at this meeting to ratify the selection of
Johnson Lambert & Co. Services in connection with the audit function
to be performed by the Fund's independent public accountants include:
(i) the examination of the annual financial statements of the Fund;
(ii) all services rendered in order to permit the auditors to render
a formal opinion on the Fund's financial statements; and (iii)
provision of assistance and consultations with respect to filings
with the SEC. Johnson Lambert & Co. does not have any direct or
indirect financial interest in the Fund. It is not expected that a
representative of Johnson Lambert & Co. will be present at the
Meeting.
BOARD RECOMMENDATION:
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE
SELECTION OF JOHNSON LAMBERT & CO. AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR FISCAL YEAR ENDING NOVEMBER 30, 1998. UNLESS A CONTRARY
SPECIFICATION IS MADE, ANY EXECUTED BUT UNMARKED PROXIES WILL BE
VOTED FOR THIS PROPOSAL NO. 2.
MISCELLANEOUS
INFORMATION CONCERNING THE FUND'S UNDERWRITER AND ADMINISTRATOR.
Beacon Global Advisors, Inc. (the "Distributor") is the
underwriter and distributor of the Fund pursuant to a Distribution
Agreement dated April 8, 1997, which was approved by the initial
shareholder of the Fund on April 8, 1997. The Distributor is a
broker-dealer registered with the U.S. Securities and Exchange
Commission and a member of the National Association of Securities
Dealers, Inc. The Distributor is located at 8260 Greensboro Drive,
Suite 250, McLean, Virginia, 22102-3801. The Fund's Administrator is
FPS Services, Inc. ("FPS") and is located at 3200 Horizon Drive, King
of Prussia, Pennsylvania, 19406.
A COPY OF THE FUND'S SEMI-ANNUAL REPORT IS AVAILABLE WITHOUT CHARGE
UPON REQUEST BY WRITING TO THE FUND BY CALLING 1-800-892-9626
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund is not required, nor does it intend, to hold regular
annual meetings of its shareholders. Any shareholder who wishes to
submit a proposal for consideration at the next meeting of
shareholders, when and if such a meeting is called, should submit
such proposal promptly.
Respectively Submitted,
Michelle Whalen
Secretary
Exhibit A
SUB-INVESTMENT MANAGEMENT AGREEMENT
Agreement made this __th day of _____, 199_, by and between
SCUDDER KEMPER INVESTMENTS, INC., a Delaware corporation and
registered investment adviser ("Sub-Adviser") and BEACON GLOBAL
ADVISORS, INC., a corporation and registered investment adviser
("Adviser").
WHEREAS, Beacon Global Advisors Trust, a Delaware business trust
("Trust") is an open-end management investment company registered
under the Investment Company Act of 1940, as amended ("1940 Act"),
the shares of beneficial interest of the initial series of which are
called The Cruelty Free Value Fund ("Fund") and are registered under
the Securities Act of 1933, as amended ("1933 Act");
WHEREAS, the Trust has retained the Adviser to render to it
investment advisory and management services pursuant to an Investment
Management Agreement, dated April 8, 1997 ("Management Agreement");
and
WHEREAS, the Adviser desires at this time to retain the Sub-
Adviser to render investment advisory and management services for the
Fund and the Sub-Adviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the parties
hereto as follows:
1. Appointment. The Adviser hereby appoints the Sub-Adviser, and
the Sub-Adviser accepts the appointment, to manage the investment and
reinvestment of the assets of the Fund and to furnish other services
for the period and on the terms set forth herein.
2. Delivery of Documents.
(a) Adviser has furnished Sub-Adviser with copies properly
certified or authenticated of each of the following:
(i) Certificate of Trust, as filed with the Secretary
of State of Delaware on September 16, 1996, and all
amendments thereto or restatements thereof;
(ii) Trust Instrument and Trust's By-Laws and
amendments thereto;
(iii) resolutions of Trust's Board of Trustees
authorizing the appointment of Sub-Adviser and approving
this Agreement;
(iv) Trust's Notification of Registration on Form N-8A
under the 1940 Act as filed with the Securities and Exchange
Commission ("SEC") on October 28, 1996 and all amendments
thereto; and
(v) Trust's Registration Statement on Form N-1A under
the 1933 Act (File No. 333-14919) and under the 1940 Act as
filed with the SEC and all amendments thereto.
Adviser will furnish Sub-Adviser from time to time with copies
of all amendments of or supplements to the foregoing and Trust's most
recent prospectus and Statement of Additional Information (such
prospectus and Statement of Additional Information, as presently in
effect, and all amendments and supplements thereto are herein
collectively called the "Prospectus").
(b) By executing this Agreement, the Adviser acknowledges prior
receipt of the Sub-Adviser's Part II of Form ADV filed with the
Securities and Exchange Commission.
3. Management. The Sub-Adviser will: (i) manage the investment
and reinvestment of the Fund's assets in accordance with the
applicable investment objectives, policies and limitations set forth
in the Trust's Prospectus and applicable laws and regulations; (ii)
be subject to the supervision of the Adviser and the Board of
Trustees; and (iii) place orders for the purchase or sale of
securities for the Fund's account with brokers or dealers selected by
the Sub-Adviser. The Sub-Adviser is authorized, on behalf of the
Fund to give instructions to the custodian of the Fund as to the
deliveries of securities and payments of cash for the account of the
Fund. The Sub-Adviser shall have access to such reports and records
of the Fund it deems necessary to perform it services hereunder.
Except as specifically stated in this Section 3 and Section 10,
the Sub-Adviser shall not be responsible for providing (i) compliance
monitoring, reporting or testing; (ii) record maintenance or
preparation; or (iii) accounting, tax or other services to the Fund.
The Sub-Adviser will prepare and maintain the following: trade
orders and written correspondence with brokers or dealers regarding
such trade orders, written correspondence with the custodian(s) and
accountants for the Fund and all communications with issuers
regarding the voting of securities.
In connection with the selection of brokers or dealers by the
Sub-Adviser and the placing of orders with said brokers or dealers,
the Sub-Adviser will seek for the Fund best execution of orders. The
Sub-Adviser shall not be deemed to have acted unlawfully or to have
breached any duty, created by this Agreement or otherwise, solely by
reason of its having caused the Fund to pay a broker or dealer an
amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Sub-Adviser determined
in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided
by such broker or dealer viewed in terms of either that particular
transaction or the Sub-Adviser's overall responsibilities with
respect to the clients of the Sub-Adviser as to which the Sub-Adviser
exercises investment discretion. The Adviser recognizes that all
research services and research that the Sub-Adviser receives or
generates are available for all clients and that the Fund and other
clients may benefit thereby.
The Sub-Adviser 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 or the Adviser in any way or otherwise be deemed
an agent of the Fund or the Adviser.
4. Additional Series. In the event that the Trust establishes one
or more additional series with respect to which the Adviser desires
to retain the Sub-Adviser to render investment advisory and
management services hereunder, the Adviser shall notify the Sub
- -Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing whereupon such
series shall become subject to this Agreement.
5. Compensation. For the services described in Section 3, the
Adviser will pay to the Sub-Adviser as of the close of business on
the last business day of each calendar quarter, a sub-advisory fee
computed at an annual rate of .50 of 1% of the Fund's first $50
million of average daily net assets, .35 of 1% of the Fund's next $50
million of average daily net assets and .25 of 1% of average daily
net assets over $100 million.
The fee as computed above shall be computed separately for each
series of the Trust subject to this Agreement based on the average
daily net assets of such series. For the quarter and year in which
this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the
Agreement is in effect during the quarter and year, respectively.
All sub-advisory fees hereunder will be invoiced directly to the
Adviser at the address immediately below and be due no later than
thirty (30) days after the date of the invoice.
Beacon Global Advisors, Inc.
8260 Greensboro Drive
Suite 250
McLean, VA 22102-3801
6. Non-Exclusivity. The services of the Sub-Adviser under this
Agreement are not to be deemed exclusive, and the Sub-Adviser shall
be free to render similar services or other services to others so
long as its services hereunder are not impaired thereby.
7. Net Asset Value. The net asset value for each series of the
Trust shall be calculated in accordance with the provisions of the
Prospectus. On each day when net asset value is not calculated, the
net asset value of a series shall be deemed to be the net asset value
of such series as of the close of business on the last day on which
such calculation was made for the purpose of the foregoing
computations.
8. Limitation of Liability. The Sub-Adviser shall not be liable
for any error of judgment or of law or for any loss suffered by the
Trust or the Adviser in connection with the matters to which this
Agreement relates, except loss resulting from willful misfeasance,
bad faith or gross negligence on the part of the Sub-Adviser in the
performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.
9. Duration and Termination. This Agreement shall become effective
with respect to the Fund on the date hereof and shall remain in full
force for two years thereafter, unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from
year to year thereafter with respect to each series subject to this
Agreement, but only as long as such continuance is specifically
approved for each series at least annually in the manner required by
the 1940 Act and the rules and regulations thereunder; provided,
however, that if the continuation of this Agreement is not approved
for a series, the Sub-Adviser may continue to serve in such capacity
for such series in the manner and to the extent permitted by the 1940
Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Management
Agreement and may be terminated at any time with respect to any
series without the payment of any penalty by the Adviser or by the
Sub-Adviser on sixty (60) days written notice to the other party.
The Trust may effect termination with respect to any series without
payment of any penalty by action of the Board of Trustees or by vote
of a majority of the outstanding voting securities of such series on
sixty (60) days written notice to the Adviser and the Sub-Adviser.
This Agreement may be terminated with respect to any series at
any time without the payment of any penalty by the Board of Trustees
of the Trust, by vote of a majority of the outstanding voting
securities of such series or by the Adviser in the event that it
shall have been established by a court of competent jurisdiction that
the Sub-Adviser or any officer or director of the Sub-Adviser has
taken any action which results in a breach of the covenants of the
Sub-Adviser set forth herein.
The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in
the 1940 Act and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the
compensation described in Section 5 earned prior to such termination.
10. Proxies, Tender Offers, Class Actions, Etc. The Sub-Adviser
will act as the Trust's agent and attorney-in-fact to vote, tender,
convert, endorse, transfer and deliver securities in the Fund, to
elect the form of dividend payments and to execute proxies, waivers,
consents and other instruments with respect to such securities,
subject to any written instructions received from the Adviser or the
Trust within a reasonable period prior to the action. The Sub
- -Adviser shall disclose to the Adviser any material conflict of
interest it or its affiliates may have with respect to the vote or
other requested action, within a reasonable period prior to the
action.
11. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
12. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
13. Governing Law. This Agreement shall be construed in accordance
with applicable federal law and the laws of the State of Delaware,
without giving effect to the conflicts of law principles thereof, and
in accordance with the 1940 Act. To the extent that the applicable
laws of the State of Delaware conflict with the applicable provisions
of the 1940 Act, the latter shall control.
14. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by a written
instrument signed on behalf of each of the parties.
15. Entire Agreement. This Agreement is the entire contract between
the parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject matter
hereof.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above
written.
SCUDDER KEMPER INVESTMENTS, INC.
By:____________________________
Title:
BEACON GLOBAL ADVISORS, INC.
By:____________________________
Title:_________________________
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEESPROXY
OF BEACON GLOBAL ADVISORS TRUST (the "Trust")
SPECIAL MEETING JANUARY 5, 1998 AT 10:00 A.M. EASTERN TIME
The undersigned hereby appoints MICHELLE A. WHALEN with the power of
substitution, as Proxy, and hereby authorizes her to vote as
designated below, as effectively as the undersigned could do if
personally present, all the shares of THE CRUELTY FREE VALUE FUND
held of record by the undersigned on December 4, 1997 at the Special
Meeting of Shareholders, or any adjournment thereof, to be held at
10:00 a.m. Eastern Standard Time on January 5, 1998 at the offices of
Donatelli & Klein, Inc. Artery Plaza, 7200 Wisconsin Avenue, Suite
310, Bethesda, Maryland 20814.
1. To approve a new sub-investment management agreement with
Scudder Kemper Investments, Inc. ("SKI") (or with Zurich Kemper
Investments, Inc. transferable to SKI).
For Against Abstain
/ / / / / /
2. To ratify or reject the selection of Johnson Lambert & Co as
the Fund's independent public accountants for the current
fiscal year.
For Against Abstain
/ / / / / /
3. To transact such other business as may properly come before the
meeting, or any adjournment or postponement thereof.
For Against Abstain
/ / / / / /
(Continued and to be signed on reverse.)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN
PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE, THE UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE CRUELTY FREE
VALUE FUND, WILL BE CAST FOR PROPOSALS (1) AND (2). IF ANY OTHER
MATTERS PROPERLY COME BEFORE THE MEETING ABOUT WHICH THE PROXY
HOLDERS WERE NOT AWARE PRIOR TO THE TIME OF THE SOLICITATION,
AUTHORIZATION IS GIVEN TO THE PROXY HOLDERS TO VOTE IN ACCORDANCE
WITH THE VIEWS OF MANAGEMENT THEREON. MANAGEMENT IS NOT AWARE OF ANY
SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF
MEETING AND PROXY STATEMENT DATED DECEMBER 18, 1997. PLEASE SIGN
EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
Signature*
Dated: , 1997
* Please sign exactly as your name appears on this Proxy. If signing
for an estate, trust or corporation, title or capacity should be
stated.
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL
ATTEND.)