--SCHEDULE 14A TEMPLATE--
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 (S) 240.14a-11(c) or (S) 240.14a-12
The Torray Fund
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(Name of Registrant as Specified In Its Charter)
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(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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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] 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
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
THE TORRAY FUND
7501 Wisconsin Avenue, Suite 1100
Bethesda, Maryland 20814-6523
March 29, 2002
Dear Shareholder:
I am writing to inform you of the upcoming special meeting of the
shareholders of each of the two mutual funds which comprise The Torray Fund
(the "Trust") and which are advised by The Torray Corporation: The Torray Fund
and The Torray Institutional Fund. The meeting is being called in order to
consider the proposed election of each of the five current Trustees of the
Trust and to elect five new Trustees to the Board of the Trust.
PLEASE REVIEW THIS PROXY STATEMENT AND SIGN AND RETURN THE PROXY CARD TODAY.
Please be sure to sign and return each proxy card regardless of how many you
receive.
If you have any questions regarding this matter or need assistance in
completing your proxy card, please contact us at (800) 443-3036.
Sincerely,
/s/ William M Lane
William M Lane
President and Chairman of the Board
THE TORRAY FUND
The Torray Fund
The Torray Institutional Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of The Torray Fund:
Notice is hereby given that a Special Meeting of Shareholders of The Torray
Fund (the "Trust") will be held May 22, 2002, at 1:30 P.M. Eastern Time (the
"Meeting"), at the Hyatt Regency Hotel, One Bethesda Metro Center, Wisconsin
Avenue at Old Georgetown Road, Bethesda, Maryland 20814, for the purpose of
considering and acting on the following matters:
To elect ten Trustees of the Trust.
The close of business on March 4, 2002 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting.
By Order of the Trustees
/s/ William M Lane
WILLIAM M LANE,
Secretary
March 29, 2002
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YOUR VOTE IS IMPORTANT
In order to avoid the additional expense of a second solicitation, we urge
you to complete, sign and return promptly the enclosed Proxy. The enclosed
addressed envelope requires no postage and is intended for your convenience.
In addition to voting by mail you may also vote by either telephone or via
the Internet, as follows:
To vote by Telephone: To vote by Internet:
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1) Read the Proxy 1) Read the Proxy
Statement and have Statement and have
your Proxy card at your Proxy card at
hand. hand.
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2) Call the 1-800 number 2) Go to the website,
that appears on your www.proxyvote.com
Proxy card.
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3) Enter the 12-digit 3) Enter the 12-digit
control number set control number set
forth on the Proxy forth on the Proxy
card and follow the card and follow the
simple instructions. simple instructions.
THE TORRAY FUND
7501 Wisconsin Avenue, Suite 1100
Bethesda, Maryland 20814-6523
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Trustees of The Torray Fund, a Massachusetts business trust (the
"Trust") comprised of two series, The Torray Fund and The Torray Institutional
Fund (each a "Fund"), to be used in connection with a Special Meeting of
Shareholders of the Trust to be held on May 22, 2002. All persons who are
shareholders of one or both of the Funds as of March 4, 2002, (the "Record
Date"), will be entitled to notice of and to vote at the Meeting. The Trust
knows of no other business to be voted upon at the Meeting other than those
proposals set forth in the accompanying Notice of Special Meeting of
Shareholders and described in this Proxy Statement. The mailing address of the
principal executive offices of the Trust is: 7501 Wisconsin Avenue, Suite 1100,
Bethesda, MD 20814. The approximate date on which this Proxy Statement and form
of proxy are first sent to shareholders of the Trust is March 29, 2002.
Only shareholders of record of the Trust at the close of business on the
Record Date will be entitled to notice of and to vote at the Meeting. Shares
represented by proxies, unless previously revoked, will be voted at the Meeting
in accordance with the instructions of the shareholders. If no instructions are
given, the proxies will be voted in favor of each candidate. To revoke a proxy,
the shareholder giving such proxy must either submit to the Trust a
subsequently dated proxy, deliver to the Trust a written notice of revocation
or otherwise give notice of revocation in open meeting, in all cases prior to
the exercise of the authority granted in the proxy.
The presence in person or by proxy of the holders of record of 40% of the
outstanding shares of the Trust shall constitute a quorum at the Meeting,
permitting action to be taken. In the event that sufficient votes are not
received by the date of the Meeting, a person named as proxy may propose one or
more adjournments of the Meeting for a reasonable period or periods to permit
further solicitation of proxies. The persons named as proxies will vote in
favor of such adjournment those proxies which they are entitled to vote in
favor of the proposal and will vote against any such adjournment those proxies
required to be voted against the proposal.
The Trust will furnish, without charge, a copy of the Trust's most recent
annual report to shareholders upon request, which may be made either by writing
to the Trust at the address above or by calling toll-free (800) 443-3036. The
annual report will be mailed to you by first-class mail within three business
days of your request.
1
PROPOSAL
ELECTION OF TRUSTEES
You are being asked to use the enclosed proxy to vote in favor of the
election of each of the following nominees as a Trustee to hold office until
the next meeting of Shareholders at which Trustees are elected and until his or
her successor is elected and qualified. Five of the nominees, Messrs. Lane,
Ellis, Moltz, Schotland and Shaner, presently are Trustees of the Trust. Ms.
Nunley and Ms. Kavanagh and Messrs. Eby, MacCartee, and Torray are being
nominated to the Board for their initial term. If all the nominees to the
Trust's Board are elected at the Meeting, the Board's membership will increase
from five to ten members. Pursuant to Rule 14a-4(d) under the Securities
Exchange Act of 1934, each nominee has consented to be named in the Proxy
Statement and to serve if elected. It is not expected that any of the nominees
will decline or become unavailable for election, but in case this should
happen, the discretionary power given in the proxy may be used to vote for a
substitute nominee or nominees.
Trustees receiving a plurality vote shall be elected.
YEAR OF
ELECTION OR PRINCIPAL OCCUPATION
NAME, AGE AND POSITION WITH THE TRUST APPOINTMENT DURING THE PAST FIVE YEARS
- ------------------------------------- ----------- -----------------------------------------------
Douglas C. Eby*.............................. N/A President, Robert E. Torray & Co., Inc.; Vice
Age: 42 President and Treasurer, The Torray
Trustee Nominee Corporation, Bethesda, Maryland; and Director,
Vice President and Treasurer of the Trust Markel Corporation, Richmond, Virginia
Carl C. MacCartee, Jr., M.D.................. N/A Medical Doctor, MacCartee, Haas, Grossman,
Age: 60 Connell & Shaffer, M.D., P.A., Chevy Chase,
Trustee Nominee Maryland (orthopedic surgery)
Charlene R. Nunley........................... N/A President, Montgomery College, Rockville,
Age: 51 Maryland
Trustee Nominee
Robert E. Torray*............................ N/A Chairman, Robert E. Torray & Co. Inc. and
Age: 64 President, The Torray Corporation, Bethesda,
Trustee Nominee Maryland and Director, CarrAmerica Realty
Corporation
Patricia Kavanagh, M.D....................... N/A Medical Doctor; Currently resident at the
Age: 52 Neurological Institute at Columbia-Presbyterian
Trustee Nominee Medical Center, New York, New York;
Director, Grant's Financial Publishing
Corporation, publisher of Grant's Interest Rate
Observer
William M Lane*.............................. 1990 Vice President, Secretary and Treasurer, Robert
Age: 51 E. Torray & Co., Inc.; Vice President and
Chairman of the Board, President and Secretary, The Torray Corporation, Bethesda,
Secretary of the Trust Maryland
Bruce C. Ellis............................... 1993 Private investor; Director, Shepards Foundation
Age: 57 (charity); Director, Rushmore Funds and
Trustee Rushmore/Capiello Funds, Bethesda, Maryland
Robert P. Moltz.............................. 1990 President and Chief Executive Officer, Weaver
Age: 54 Bros. Insurance Associates, Inc., Bethesda,
Trustee Maryland; and Consulting Director, Riggs
National Corporation, Washington, D.C.
2
YEAR OF
ELECTION OR PRINCIPAL OCCUPATION
NAME, AGE AND POSITION WITH THE TRUST APPOINTMENT DURING THE PAST FIVE YEARS
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Roy A. Schotland........... 1990 Professor of Law, Georgetown University Law
Age: 68 Center, Washington, D.C.; Director, Custodial
Trustee Trust Company
Wayne H. Shaner............ 1993 Vice President, Investments, Lockheed Martin
Age: 54 Corporation and Lockheed Martin Investment
Trustee Management Company, Bethesda, Maryland;
Member, Investment Committee, Maryland
State Retirement System
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* Messrs. Eby, Lane, and Torray, by virtue of their employment with The Torray
Corporation, the Trust's investment adviser, are each considered an
"interested person" of the Trust, as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act").
During the fiscal year ended December 31, 2001, the Trustees held three
meetings. All incumbent Trustees of the Trust attended at least 75% of the
meetings. The Trust currently does not have a nominating, audit or compensation
committee.
The following table sets forth information regarding all compensation paid
by the Trust to its current Trustees who are nominees for re-election for their
services as trustees during the fiscal year ended December 31, 2001. The Trust
has no pension or retirement plans.
COMPENSATION TABLE
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM THE
TRUSTEE FROM THE TRUST FUND COMPLEX*
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William M Lane** $ 0 $ 0
Bruce C. Ellis.. $13,000 $13,000
Robert P. Moltz. $13,000 $13,000
Roy A. Schotland $13,000 $13,000
Wayne H. Shaner. $13,000 $13,000
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* The Fund Complex consists only of the two separate series in the Trust.
** Mr. Lane is considered to be an "interested person" of the Trust and
therefore is not compensated for his services as Trustee.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Trust:
YEAR OF
NAME, AGE AND POSITION WITH THE TRUST APPOINTMENT PRINCIPAL OCCUPATION
- ------------------------------------- ----------- -----------------------------------------------
William M Lane............................... 1990 Vice President, Secretary and Treasurer, Robert
Age: 51 E . Torray & Co., Inc.; Vice President and
President and Secretary of the Trust Secretary, The Torray Corporation; Secretary
and Treasurer, Birmingham Capital
Management Co., Inc.
Douglas C. Eby............................... 1993 Vice President and Treasurer of the Trust;
Age: 42 President, Robert E. Torray & Co., Inc.; and
Vice President and Treasurer of the Trust Vice President and Treasurer, The Torray
Corporation
3
The President, Treasurer and the Secretary hold their respective offices
until a successor is duly elected and qualified. None of the officers of the
Trust receive compensation from the Trust.
THE TRUSTEES OF THE TRUST RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES, AND ANY SIGNED BUT UNMARKED PROXIES WILL BE SO VOTED.
FURTHER INFORMATION REGARDING THE TRUST
The Trustees have fixed the close of business on the Record Date as the date
for the determination of shareholders entitled to notice of and to vote at the
Meeting. On the Record Date the following shares of beneficial interest
(collectively the "Shares" and individually a "Share") of the Trust were
outstanding and entitled to vote at the Meeting:
SHARES
FUND OUTSTANDING
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The Torray Fund.............. 43,543,373.643
The Torray Institutional Fund 515,338.74
Each whole Share of a Fund is entitled to one vote, and each fractional
Share is entitled to a proportionate fractional vote, as to any matter on which
such Share is entitled to be voted.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following tables set forth certain information as of March 4, 2002 for
each of the Funds with respect to (i) each person or group known by the Trust
to be the beneficial or record owner of more than 5% of any Fund's outstanding
voting securities and (ii) each Trustee, nominee and officer of the Trust who
beneficially owns any Fund's outstanding voting securities, including the
ownership of all the Trustees, nominees, and officers as a group:
AMOUNT AND NATURE OF RECORD OR PERCENT
BENEFICIAL OWNERSHIP OF
------------------------------------------- CLASS
NAME OF BENEFICIAL OWNER Sole Power Shared Power Aggregate
- ------------------------ ------------- -------------- -------------- -------
The Torray Fund
Charles Schwab & Co., Inc........... 0 12,768,280.813 12,768,280.813 29.32%
FBO Schwab Customers
101 Montgomery Street
San Francisco, CA 94104
National Financial Services, Corp... 0 4,906,135.04 4,906,135.04 11.26%
200 Liberty Street 5th Floor
New York, NY 10281
Douglas C. Eby...................... 40,120.299 0 40,120.299 0.09%
William M Lane...................... 66,927.676 0 66,927.676 0.15%
Bruce C. Ellis...................... 147,231.442 0 147,231.442 0.33%
Robert P. Moltz..................... 17,289.742 0 17,289.742 0.04%
Roy A. Schotland.................... 8,533.745 0 8,533.745 0.02%
Robert E. Torray.................... 1,008,177.111 2,711.830 1,010,888.941 2.31%
Trustees, nominees and officers as a
group............................. 1,288,280.015 2,711.830 1,290,991.845 2.95%
4
AMOUNT AND NATURE OF RECORD OR PERCENT
BENEFICIAL OWNERSHIP OF
------------------------------------ CLASS
NAME OF BENEFICIAL OWNER Sole Power Shared Power Aggregate
- ------------------------ ----------- ------------ ----------- -------
The Torray Institutional Fund
Wayne T. Day......................... 51,363.888 0 0 9.97%
515 Dover Road Suite 2100
Rockville, MD 20850
Metal Trades Local 638............... 68,297.031 0 0 13.25%
5 Penn Plaza 19/th/ Floor
New York, NY 10001-1887
Plumbers & Steamfitters Local 21
Welfare Fund.......................
16 Lockwood Avenue
Yonkers, NY 10701-5504 38,987.538 0 0 7.57%
Greater Worcester Community
Foundation.........................
44 Front Street Suite 530
Worcester, MA 01608 147,358.589 0 0 28.59%
Trustees of Clark University......... 67,477.789 0 0 13.09%
950 Main Street
Worcester, MA 01610
St. Patrick's Church................. 30,786.539 0 0 5.97%
9401 Biscayne Blvd
Miami Shores, FL 33138-2970
William M Lane....................... 10,215.439 0 10,215.439 1.98%
Robert E. Torray..................... 100,851.923 0 100,851.923 19.57%
Trustees, nominees and officers as a
group.............................. 111,067,362 0 111,067,362 21.55%
Investment Adviser & Distributor
The Torray Corporation, 7501 Wisconsin Avenue, Suite 1100, Bethesda, MD
20814, serves as investment adviser to The Torray Fund and The Torray
Institutional Fund. Robert E. Torray, who is a nominee for election as a
Trustee, owns 59% of The Torray Corporation.
The Trust serves as distributor of shares of each Fund. In this capacity it
receives purchase orders and redemption requests relating to its shares.
Independent Public Accountants
Briggs Bunting & Dougherty, LLP, Two Logan Square, Suite 2121, Philadelphia,
PA 19103, currently serves as independent public accountants for the Trust.
Neither Briggs Bunting & Dougherty, LLP nor any of its members have any
material, direct or indirect, financial interest in the Trust, and they have
confirmed to the Trust that they are independent accountants with respect to
each Fund. Representatives of Briggs Bunting & Dougherty, LLP are not expected
to be present at the Meeting but will be available by telephone to respond to
questions in the event the need arises. The fees paid to Briggs Bunting &
Dougherty, LLP for the Trust's most recent fiscal year are detailed below.
Audit Fees. For the fiscal year ended December 31, 2001, the approximate
fee for professional services rendered for the audit of annual financial
statements for each Fund is shown in the table below.
The Torray Fund.............. $28,000
The Torray Institutional Fund $11,000
5
Financial Information Systems Design and Implementation Fees. For the
fiscal year ended December 31, 2001, Briggs Bunting & Dougherty, LLP rendered
no services for the design or implementation of any financial information
system for the Trust or The Torray Corporation, the Trust's investment adviser.
All Other Fees. For the fiscal year ended December 31, 2001, Briggs Bunting
& Dougherty, LLP was also paid approximately $10,700 for tax-related services
rendered to the Trust and its investment adviser.
6
ADDITIONAL INFORMATION
With respect to the actions to be taken by the shareholders of the Trust on
the matters described in this Proxy Statement, (i) 40% of the outstanding
Shares present in person or by proxy at the Meeting shall constitute a quorum;
provided that no action required by law or the Trust's Declaration of Trust to
be taken by the holders of a designated proportion of Shares may be authorized
or taken by a lesser proportion; and (ii) for purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions and
broker "non-votes" (that is, proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which
the brokers or nominees do not have discretionary power) will be treated as
Shares that are present but which have not been voted. Accordingly, abstentions
and broker non-votes will have no effect on the Proposal, for which the
required vote is a plurality of the votes cast. The Trust will bear all costs
associated with the solicitation of proxies from the Trust's Shareholders.
Any shareholder proposal intended to be presented at any future meeting of
shareholders must be received by the Trust at its principal office a reasonable
time before the Trust's solicitation of proxies for such meeting in order for
such proposal to be considered for inclusion in the Trust's Proxy Statement and
form or forms of Proxy relating to such meeting.
By Order of the Trustees
/s/ Bill Lane
WILLIAM M LANE,
Secretary
March 29, 2002
7
PROXY
THE TORRAY FUND
The Torray Fund
The Torray Institutional Fund
SPECIAL MEETING OF SHAREHOLDERS
May 22, 2002
The undersigned hereby appoints William M Lane and/or Douglas C. Eby
or any one of them, his or her attorney and proxy with full power of
substitution to vote and act with respect to all shares of The Torray Fund (the
"Trust") held by the undersigned at the Special Meeting of Shareholders of the
Trust to be held at 1:30 p.m., Eastern Time, on May 22, 2002, at the Hyatt
Regency Hotel, One Bethesda Metro Center, Wisconsin Avenue at Old Georgetown
Road, Bethesda, Maryland 20814, and at any adjournment thereof (the "Meeting"),
and instructs each of them to vote as indicated on the matters referred to in
the Proxy Statement for the Meeting, receipt of which is hereby acknowledged,
with discretionary power to vote upon such other business as may properly come
before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST.The Board
of Trustees recommends that you vote FOR each of the Nominees:
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Proposal: WITHHOLD
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To elect the Trustees. FOR AUTHORITY
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To vote for ALL Nominees check this box: [ ] [ ]
To withhold your vote for a particular Nominee(s),
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mark the boxes below:
(1) Douglas C. Eby [ ]
(2) Carl C. MacCartee, Jr. [ ]
(3) Charlene R. Nunley [ ]
(4) Robert E. Torray [ ]
(5) Patricia Kavanagh [ ]
(6) Bruce C. Ellis [ ]
(7) William M. Lane [ ]
(8) Robert P. Moltz [ ]
(9) Roy A. Schotland [ ]
(10) Wayne H. Shaner [ ]
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This proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH NOMINEE.
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Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Dated
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Name of Shareholder(s) -- Please print or type
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Signature(s) of Shareholder(s)
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Signature(s) of Shareholder(s)
This proxy must be signed by the beneficial owner of Fund shares. If signing as
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.