SCHEDULE 14A INFORMATION
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 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
Pacific Capital Funds
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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 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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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 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.:
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(4) Date Filed:
[pacific capital funds logo]
PACIFIC CAPITAL GROWTH AND INCOME FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-258-9232
March 27, 2003
Dear Shareholder:
The Board of Trustees has called a special meeting of the shareholders of
the Pacific Capital Growth and Income Fund (the "Fund"), a series of Pacific
Capital Funds (the "Trust"), to take place on May 8, 2003, at the offices of the
Trust's administrator, BISYS Fund Services Ohio, Inc., 60 State Street, Suite
1300, Boston, Massachusetts 02109 at 2:00 p.m., Eastern Time, or as adjourned
from time to time.
The purpose of this meeting is to seek shareholder approval for the
following proposal:
- To approve changing the fundamental investment objectives of the Fund to
make long term capital appreciation the primary objective and current
income the secondary objective.
THE TRUSTEES HAVE UNANIMOUSLY APPROVED THE PROPOSAL
AND RECOMMEND THAT YOU VOTE "FOR" THE PROPOSAL.
Following this letter is a list of commonly asked questions. If you have
any additional questions, please do not hesitate to contact us by calling
1-800-258-9232.
Respectfully,
Donna Tanoue
Trustee and Chairperson
Pacific Capital Funds
SHAREHOLDERS ARE URGED TO VOTE BY COMPLETING AND RETURNING THE ENCLOSED PROXY
CARD OR BY
ATTENDING THE MEETING.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE
OF YOUR SHAREHOLDINGS.
Q. WHAT IS HAPPENING?
A. The Board of Trustees, based on management's recommendation, has proposed
that the Growth and Income Fund's investment objective be revised to make
long term capital appreciation the primary objective and current income the
secondary objective.
Q. WHY AM I BEING ASKED TO VOTE ON THIS PROPOSAL?
A. The Investment Company Act of 1940, as amended, requires that any change to a
fund's fundamental investment objective be approved by the shareholders.
Q. HOW WILL THIS AFFECT ME AS A FUND SHAREHOLDER?
A. The Board of Trustees and management expect that shareholders will not be
impacted negatively by the change in the investment objective of the Fund.
Q. WHO CAN VOTE?
A. Any person owning shares on February 12, 2003.
Q. WHY SHOULD I BOTHER TO VOTE?
A. Your vote is important. If the Fund does not receive enough votes, it will
have to spend money to mail proxies again or solicit voters by telephone so
that this meeting can take place.
Q. HOW CAN I VOTE?
A. - By mail -- Vote, sign and mail the enclosed ballot in the envelope
provided.
- In person at the meeting.
Q. HOW DO THE BOARD MEMBERS OF THE TRUST RECOMMEND THAT I VOTE?
A. After careful consideration, the Board of Trustees unanimously recommends
that you vote "FOR" the proposal on the enclosed proxy card.
Q. WHAT IF I HAVE ADDITIONAL QUESTIONS?
A. Contact us, by calling 1-800-258-9232. Please note that you cannot cast your
vote by calling this number. To cast your vote, please sign and mail the
enclosed ballot in the envelope provided.
[pacific capital funds logo]
PACIFIC CAPITAL GROWTH AND INCOME FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-258-9232
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NOTICE
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 2003
To the shareholders of the Pacific Capital Growth and Income Fund:
Notice is hereby given that the Board of Trustees has called a special
meeting of the shareholders of the Pacific Capital Growth and Income Fund (the
"Fund"), a series of Pacific Capital Funds (the "Trust"), to take place on May
8, 2003, at the offices of the Trust's administrator, BISYS Fund Services Ohio,
Inc., 60 State Street, Suite 1300, Boston, Massachusetts 02109 at 2:00 p.m.,
Eastern Time, or as adjourned from time to time (the "Meeting"), for the
following purposes:
1. To approve changing the fundamental investment objectives of the Fund
to make long term capital appreciation the primary objective and
current income the secondary objective.
2. To transact such other business as may properly come before the
Meeting.
After careful consideration, the Board of Trustees unanimously approved the
proposal above and unanimously recommends that shareholders of the Fund vote
"FOR" the proposal.
The matters referred to above are discussed in detail in the proxy statement
attached to this notice. The Board of Trustees has fixed the close of business
on February 12, 2003 as the record date for determining shareholders entitled to
notice of, and to vote at, the Meeting.
Regardless of whether you plan to attend the Meeting, PLEASE COMPLETE, SIGN,
DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, SO
THAT YOU WILL BE REPRESENTED AT THE MEETING. If you have returned a proxy card
and are present at the Meeting, you may change the vote specified in the proxy
at that time. However, attendance in person at the Meeting, by itself, will not
revoke a previously tendered proxy.
By order of the Board of Trustees,
Ryan M. Louvar
Assistant Secretary
March 27, 2003
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE IS NECESSARY IF THE
PROXY CARD IS MAILED IN THE UNITED STATES.
[pacific capital funds logo]
PACIFIC CAPITAL GROWTH AND INCOME FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-258-9232
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 2003
This proxy statement and the enclosed form of proxy are being furnished in
connection with the solicitation of proxies by the Board of Trustees (the
"Board") of Pacific Capital Funds (the "Trust") for use at a special meeting of
shareholders of the Pacific Capital Growth and Income Fund (the "Fund"), a
series of the Trust, to be held at 2:00 p.m., Eastern Time, on May 8, 2003, at
the offices of BISYS Fund Services Ohio, Inc., 60 State Street, Suite 1300,
Boston, Massachusetts 02109, or as adjourned from time to time (the "Meeting").
The Board is soliciting proxies from shareholders with respect to the proposal
set forth in the accompanying notice.
The Trust anticipates that the mailing of proxies and proxy statements to
shareholders will begin on or about March 27, 2003.
SHAREHOLDER REPORTS
Shareholders can find important information about the Fund in the Trust's
annual report dated as of July 31, 2002, which previously has been furnished to
shareholders. Shareholders may request another copy of the annual report and any
subsequent semi-annual report by writing to the Trust at the above address or by
calling the telephone number above. The Trust will provide copies of the reports
free of charge.
PROPOSAL 1
APPROVAL OF CHANGING THE INVESTMENT OBJECTIVE OF THE FUND
At its December 18, 2002 meeting, the Board, upon the recommendation of The
Asset Management Group of Bank of Hawaii, the Fund's investment adviser (the
"Adviser"), unanimously approved the proposal to change the fundamental
investment objectives of the Fund, as follows:
- The current fundamental investment objectives of the Fund are:
"current income and, secondarily, long term capital appreciation"
- The proposed new fundamental investment objectives of the Fund, as
approved by the Board, are:
"long term capital appreciation and, secondarily, current income"
The Fund's other investment strategies, policies and restrictions will
remain unchanged under the proposed new investment objectives.
DISCUSSION OF PROPOSED CHANGE
Under the new investment objectives, the Adviser will no longer need to
consider current income as a primary goal when selecting securities for the
Fund. Instead, income will become an incidental objective to the primary goal of
capital appreciation. The Board believes that the proposed new investment
objectives afford an opportunity to achieve better long-term performance for the
Fund.
Companies of the type in which the Fund invests, which historically
distributed their excess cash to shareholders in the form of dividends, are now
increasingly reinvesting their excess cash in the company or using the cash to
acquire other companies. As a result, management's flexibility is curtailed by
the need to purchase dividend paying stocks. Thus, the proposed change provides
the Fund with the flexibility to invest in companies that are primed for growth
without focusing on the company's dividend payment history. Furthermore, the
Fund's benchmark, the S&P 500(R) Index, which is a widely accepted financial
measure of asset capital appreciation, has historically been more influenced by
volatility of price than by income over both long and short periods of time.
FOR THE REASONS DESCRIBED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE
FUND'S SHAREHOLDERS VOTE "FOR" APPROVAL OF CHANGING THE FUND'S FUNDAMENTAL
INVESTMENT OBJECTIVES TO MAKE LONG TERM CAPITAL APPRECIATION THE PRIMARY
OBJECTIVE AND CURRENT INCOME THE SECONDARY OBJECTIVE.
OTHER BUSINESS
The Board does not know of any matters to be presented at the Meeting other
than those set forth in this proxy statement. If other business should properly
come before the Meeting, proxies will be voted in accordance with the judgment
of the persons named in the accompanying proxy.
OTHER INFORMATION
PROXY SOLICITATION
The costs of the Meeting, including the solicitation of proxies, will be
paid by the Fund, although the Adviser and its affiliates may bear some of the
costs in their discretion. The principal solicitation will be by mail, but
proxies also may be solicited by telephone, facsimile or personal interview by
officers or agents of the Trust. In addition, the Fund may retain a proxy
solicitation firm to assist in the solicitation of proxies. The Fund will
request broker-dealer firms, custodians, nominees and fiduciaries to forward
proxy materials to the beneficial owners of the shares of the Fund held of
record by such persons.
SHAREHOLDER VOTING
Holders of the Fund's Class A, Class B and Class Y shares of beneficial
interest (collectively, the "Shares") of record as of the close of business on
February 12, 2003 (the "Record Date") are entitled to vote on all of the
business at the Meeting and any adjournments thereof. As of the Record Date,
there were 14,998,681.95 outstanding Shares of the Fund (544,851.40 outstanding
Class A Shares, 774,746.41 outstanding Class B Shares and 13,679,084.14
outstanding Class Y Shares). Each Share is entitled to one vote, and fractional
votes for fractional Shares held, without regard to Class.
The presence in person or by proxy of more than 50% of the outstanding
Shares of the Fund entitled to vote at the Meeting will constitute a quorum for
the Fund. If a quorum of the Fund is not present, sufficient votes are not
received by the date of the Meeting, or the holders of Shares of the Fund
present in person or by proxy determine to adjourn the Meeting of the Fund for
any other reason, a person named as proxy may propose one or more adjournments
with respect to the Fund from time to time to permit further solicitation of
proxies. Abstentions and broker non-votes will be counted as Shares present but
not voting. Accordingly, abstentions and broker non-votes effectively will be a
vote against adjournment and the Proposal. Broker non-votes are Shares held in
street name for which the broker indicates that instructions have not been
received from the beneficial owners or other persons entitled to vote and for
which the broker does not have discretionary voting authority. The persons named
as proxies will vote in favor of adjournment those Shares which they represent
if adjournment is necessary to obtain a quorum or to obtain a favorable vote on
the Proposal.
In addition to voting in person at the Meeting, shareholders also may sign
and mail the proxy card received with this proxy statement. Timely, properly
executed proxies will be voted as instructed by shareholders. If no instructions
are given on the proxy (but the proxy is properly executed), it will be voted
FOR the proposal. A shareholder may revoke his or her proxy at any time prior to
its exercise by written notice addressed to the Secretary of the Trust at the
address set forth on the cover of this proxy statement or by voting in person at
the Meeting. However, attendance in person at the Meeting, by itself, will not
revoke a previously tendered proxy.
REQUIRED VOTE
Approval of the Proposal with respect to the Fund will require the vote of
a "majority of the outstanding voting securities of the Fund" as defined in the
Investment Company Act of 1940, as amended. This means the lesser of (1) 67% or
more of the Shares of the Fund present at the Meeting if the owners of more than
50% of the Shares of the Fund then outstanding are present in person or by
proxy, or (2) more than 50% of the outstanding Shares of the Fund entitled to
vote at the Meeting.
INTERESTED PARTIES
The Class A, Class B and Class Y Shares are the Fund's only outstanding
classes of voting securities. As of the Record Date, Trustees and officers of
the Trust as a group beneficially owned less than 1% of the outstanding Shares
of the Fund. The following table sets forth, as of the Record Date, the name,
address, number and percentage of Shares of persons that owned beneficially or
of record 5% or more of the outstanding
Shares of the Fund. Bank of Hawaii or its affiliates may be deemed to have, or
share, investment and/or voting power with respect to more than 50% of the Class
Y Shares. Certain Trustees and officers of the Trust are employees of either
Bank of Hawaii or its affiliates. Bank of Hawaii and its affiliates and
employees disclaim beneficial ownership of such shares.
GROWTH AND INCOME FUND
<Table>
<Caption>
APPROXIMATE PERCENTAGE
NAME AND ADDRESS OF NUMBER AND CLASS OF SHARES OF TOTAL SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING
------------------- --------------------------- ----------------------
STROBRO(1)(2)........ 8,984,241.60 Class Y Shares 59.90%
HAWCO(1)(2).......... 3,556,560.80 Class Y Shares 23.71%
</Table>
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(1) The address for STROBRO and HAWCO is c/o Bank of Hawaii, P.O. Box 1930,
Honolulu, HI 96805.
(2) The Fund does not believe such entity is the beneficial owner of Shares held
of record by it.
SHAREHOLDER PROPOSAL
The Trust does not hold regular shareholders' meetings. Shareholders
wishing to submit a proposal for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposal to the Secretary of the
Trust at the address set forth on the cover of this proxy statement.
A Proposal must be received within a reasonable time prior to the date of a
meeting of shareholders to be considered for inclusion in the proxy materials
for a meeting. Timely submission of a proposal, however, does not necessarily
mean that the proposal will be included. Persons named as proxies for any
subsequent shareholders' meeting will vote in their discretion with respect to a
proposal submitted on a timely basis.
OTHER SERVICE PROVIDERS
BISYS Fund Services Ohio, Inc. serves as administrator to the Fund pursuant
to an Administration Agreement and BISYS Fund Services LP serves as the
distributor of shares of the Fund pursuant to a Distribution Agreement. The
address of each is 3435 Stelzer Road, Columbus, Ohio 43219.
THE TRUST REQUESTS YOUR EXECUTION AND RETURN OF THE ENCLOSED PROXY. A SELF-
ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
By order of the Board of Trustees,
Ryan M. Louvar
Assistant Secretary
March 27, 2003
PACIFIC CAPITAL FUNDS
PACIFIC CAPITAL GROWTH AND INCOME FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-258-9232
SPECIAL MEETING OF SHAREHOLDERS
MAY 8, 2003
The undersigned hereby appoints Ryan M. Louvar and Alaina Metz, or
either of them (with full power to act in the absence of the other, each with
full power of substitution), his/her attorney and proxy to vote and act with
respect to all shares of the Pacific Capital Growth and Income Fund (the
"Fund"), a series of Pacific Capital Funds (the "Trust") held by the undersigned
at the Special Meeting of Shareholders of the Fund to be held at 2:00 p.m.,
Eastern Time, on May 8, 2003, at the offices of the Trust's administrator, BISYS
Fund Services Ohio, Inc., 60 State Street, Suite 1300, Boston, Massachusetts
02109, and at any adjournment thereof (the "Meeting"), and instructs them to
vote as indicated on the matter 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. THE BOARD OF TRUSTEES
RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING PROPOSAL:
APPROVAL CHANGING THE FUND'S FUNDAMENTAL INVESTMENT OBJECTIVES TO MAKE
LONG TERM CAPITAL APPRECIATION THE PRIMARY OBJECTIVE AND CURRENT INCOME THE
SECONDARY OBJECTIVE.
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Dated ______________, 2003
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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.