(File Nos. 811-7242; 33-52850)
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
THE CUTLER 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:
_______________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________
5) Total fee paid:
_______________________________________________
[ ] 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:
_______________________
THE CUTLER TRUST
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101
(800) 228-8537
-------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 28, 2003
-------------------------
To the Shareholders of
The Cutler Trust:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of The Cutler Trust (the "Trust"), will be held at the offices of the
Trust, Two Portland Square, Portland, Maine 04101, on November 21, 2003 at 11:00
a.m. (E.S.T.), for the following purposes, all of which are more fully described
in the accompanying Proxy Statement dated October 28, 2003:
1. To elect two Trustees of the Trust; and
2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Trustees have fixed the close of business on October 17, 2003 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting or any adjournment thereof. Enclosed with this notice is a
Proxy Statement, which includes information relevant to the proposal. This
notice and related Proxy Statement are first being mailed to shareholders of The
Cutler Trust on or about October 28, 2003. The enclosed proxy is being solicited
on behalf of the Trustees.
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL 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 NEED
BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES. THE PROXY IS
REVOCABLE AT ANY TIME PRIOR TO ITS USE.
- --------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS CONCERNING THE PROXY STATEMENT/ PROSPECTUS OR THE
PROCEDURES TO BE FOLLOWED TO EXECUTE AND DELIVER A PROXY, PLEASE CONTACT FORUM
SHAREHOLDER SERVICES, LLC AT 1-888-288-5374.
By order of the Board of Trustees,
Kenneth R. Cutler
Chairman
The Cutler Trust
Portland, Maine
October 28, 2003
================================================================================
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE
NUMBER OF SHARES THAT YOU OWNED ON THE RECORD DATE.
================================================================================
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PROXY STATEMENT
TABLE OF CONTENTS
PAGE
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Introduction...................................................................1
Proposal: Election of Trustees................................................3
Other Matters................................................................. 8
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THE CUTLER TRUST
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101
(800) 228-8537
-------------------------
PROXY STATEMENT
-------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees of The Cutler Trust, a Delaware
business trust (the "Trust"). The Trust is a registered, open-end investment
company whose principal office is located at Two Portland Square, Portland,
Maine 04101. The Trust offers a single series, The Cutler Value Fund (the
"Fund"). Proxies will be voted at the Special Meeting of Shareholders (the
"Meeting") of the Trust to be held at the offices of the Trust, Two Portland
Square, Portland, Maine 04101 on Friday, November 21, 2003, at 11:00 a.m.
(E.S.T.), and any adjournment thereof for the purpose set forth below. This
Proxy Statement and the enclosed notice of meeting and proxy card are being
mailed to shareholders on or about October 28, 2003.
The Fund's Annual Report to shareholders for the fiscal year ended June 30,
2003 has previously been mailed to shareholders of the Fund. Shareholders may
request a copy of the Annual Report without charge by calling the Trust's
distributor, Forum Fund Services, LLC, Two Portland Square, Portland, Maine
04101, at 1-888-CUTLER4.
The solicitation of proxies will be primarily by mail but may also include
telephone or oral communications by the officers of the Trust or by employees of
Cutler Investment Counsel, LLC, 3555 Lear Way, Medford, Oregon 97504 (the
"Adviser"), the Trust's administrator, Forum Administrative Services, LLC, Two
Portland Square, Portland, Maine 04101 ("Forum") or their affiliates. The Trust
will bear the costs of the Meeting and the preparation, printing and mailing of
proxies.
PURPOSE OF MEETING
The Meeting is being called to elect two Trustees of the Trust, each to
serve for the lifetime of the Trust or until his or her earlier resignation or
removal. In addition to the foregoing, the shareholders shall transact such
other business as may properly come before the Meeting or any adjournment
thereof. The Board of Trustees currently knows of no such business, nor is it
anticipated that any such business will be brought before the Meeting.
DESCRIPTION OF VOTING
The election of Trustees will require, with respect to each nominee, a vote
of the holders of a plurality of the Fund's shares present at the Meeting.
Shareholders of record at the close of business on October 17, 2003 (the
"Record Date") will be entitled to notice of, and to vote at, the Meeting,
including any adjournment thereof. As of the Record Date there were 4,868,791
shares of the Fund outstanding. As of the Record Date, no Trustees or officers
of the Trust owned beneficially more than 1% of the outstanding shares of the
Fund.
As of the Record Date, no shareholders of the Fund owned more than 5% of
the outstanding shares of the Fund.
Each shareholder will be entitled to one vote for each whole share and a
fractional vote for each fractional share held. Shares may be voted in person or
by proxy. Shareholders holding one-third of the outstanding shares of the Fund
at the close of business on the Record Date present in person or by proxy will
constitute a quorum for the
transaction of business regarding the Trust at the Meeting. All properly
executed proxies received in time to be voted at the Meeting will be counted at
the Meeting, and any adjournment thereof, in accordance with the instructions
marked thereon or otherwise provided therein.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast at the Meeting. Broker
non-votes are shares held in street name for which the broker indicates that
instructions have not been received from the beneficial owners and other persons
entitled to vote and for which the broker lacks discretionary voting authority.
Abstentions and broker non-votes will not be counted in favor of, but have no
other effect on, the proposal.
IF YOU DO NOT SPECIFY A CHOICE ON THE PROXY CARD, PROPERLY EXECUTED PROXY
CARDS THAT ARE RETURNED IN TIME TO BE VOTED AT THE MEETING WILL BE VOTED FOR THE
APPROVAL OF THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT.
If a quorum is not present at the Meeting the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to the proposal. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the proposal,
the percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. In that case,
the persons named as proxies will vote all proxies that they are entitled to
vote FOR such an adjournment; provided, however, any proxies required to be
voted against the proposal will be voted AGAINST such adjournment.
Shareholders may revoke their proxy at any time prior to exercise thereof
by giving written notice of revocation or by executing and delivering a later
dated proxy to Forum Shareholder Services, LLC, the Trust's transfer agent, at
Two Portland Square, Portland, Maine, 04101, or by personally casting a vote at
the Meeting.
PROPOSAL:
ELECTION OF TRUSTEES
At the Meeting, two Trustees will be elected, each to serve during the
lifetime of the Trust or until his earlier resignation or removal. The nominees
are Mr. Robert E. Clarke and Mr. J. Michael Gaffney. The persons named as
proxies will vote the shares represented by proxy as indicated by the
shareholder's voting instructions. If no choice is indicated on a shareholder's
proxy card timely returned, it is the intention of the persons named in the
enclosed proxy to vote in favor of the nominees.
The Board of Trustees currently consists of four Trustees, three of whom
were previously elected by shareholders. These three previously elected Trustees
will remain as Trustees following the Meeting. Each of the nominees has
consented to serve as a Trustee. Mr. Clarke is currently a Trustee of the Trust,
elected to the Board by the then-current Trustees on May 7, 2002. In August
2003, Dr. Hatten S. Yoder, Jr., a Disinterested Trustee (as defined below) of
the Trust since 1992, passed away. The Nominating Committee of the Board of
Trustees subsequently selected and recommended to the Board J. Michael Gaffney
as a candidate for Disinterested Trustee. At a meeting held on September 15,
2003 the Board considered and approved the nomination of Mr. Gaffney, and
resolved to submit the approval of Mr. Clarke to shareholders at the same time.
The Board of Trustees knows of no reason why either of the nominees would be
unable to serve, but in the event of such unavailability, the proxies received
will be voted for such substitute nominees as the Board of Trustees may
recommend. Certain information concerning the Trustees, Nominees for Trustee and
the Trust is set forth as follows:
A. TRUSTEES/NOMINEES AND OFFICERS
The business and affairs of the Trust are managed under the direction of
the Board in compliance with the laws of the state of Delaware. Among its
duties, the Board generally meets and reviews on a quarterly basis the acts of
all of the Fund's service providers. This management also includes a periodic
review of the service providers' agreements and fees charged to the Fund. The
Board of Trustees met five times during the fiscal year ended June 30, 2003.
Each Trustee attended at least 75% of all Board and applicable committee
meetings. The names of the Trustees and officers of the Trust, their position
with the Trust and length of time served, address, age and principal
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occupations during the past five years are set forth below. For each Trustee,
information concerning the number of portfolios overseen by the Trustee and
other directorships/trusteeships held by the Trustee has also been included.
Trustees considered "interested persons" within the meaning of the Investment
Company Act of 1940 (the "1940 Act") ("Interested Trustees") are listed
separately from those Trustees not considered "interested persons" within the
meaning of the 1940 Act ("Disinterested Trustees"). Mr. Keffer is an "interested
person" of the Trust because he indirectly controls the entities that provide
administration, distribution, fund accounting, transfer agency and custodial
services to the Trust. Mr. Cutler is an "interested person" of the Trust because
of his position with the Trust's investment adviser.
NUMBER OF
PORTFOLIOS IN
NAME, POSITION LENGTH OF TIME FUND COMPLEX OTHER
DATE OF BIRTH AND ADDRESS WITH THE SERVED(1) PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS/
TRUST DURING THE PAST FIVE YEARS TRUSTEE TRUSTEESHIPS HELD
BY TRUSTEE
INTERESTED TRUSTEES
John Y. Keffer(2) Trustee, 1992- Member and Director, Forum 1 Chairman
Born: July 1942 President Present Financial Group, LLC (a Monarch Funds
Two Portland Square mutual fund services holding
Portland, Maine 04101 company)
Kenneth R. Cutler Trustee, 1992 Chief Investment Officer 1 None
Born: March 1920 Chairman Present since 2003, Investment
3555 Lear Way Committee Member since 1999,
Medford, Oregon 97504 and Portfolio Manager
1997-1999, 2003, Cutler
Investment Counsel, LLC
f/k/a/ Cutler & Company, LLC
DISINTERESTED TRUSTEES
Robert B. Watts, Jr. Trustee, 1996- Counsel, Northhaven 1 None
Born: December 1930 Audit Present Associates (an aircraft
2230 Brownsboro Highway Committee consulting firm) since 1985
Eagle Point, Oregon 97524 (Member),
Nominating
Committee
(Member)
Robert E. Clarke Trustee, May 2002- Retired 1 None
Born: May 1922 Audit Present
3152 Arnold Palmer Way Committee
Medford, Oregon 97504 (Member),
Nominating
Committee
(Member)
J. Michael Gaffney Trustee(3) Commencing Chief Operating Officer and 1(3) None
Born: May 1941 November 2003(3) Chief Compliance Officer,
P.O. Box 131 Caspian Capital Management (a
Gibson Island, Maryland hedge fund), December 2001 -
21056 March 2002; Director, Back
Bay Funds, Inc. (a mutual
fund), April 2000 - June
2001; President and Chief
Executive Officer, Back Bay
Advisors (an institutional
asset management firm),
October 1998 - June 2001
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Table Continued
NUMBER OF
PORTFOLIOS IN
NAME, POSITION LENGTH OF TIME FUND COMPLEX OTHER
DATE OF BIRTH AND ADDRESS WITH THE SERVED(1) PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS/
TRUST DURING THE PAST FIVE YEARS TRUSTEE TRUSTEESHIPS HELD
BY TRUSTEE
OFFICERS
Brooke C. Ashland Vice June 2002 Chief Executive Officer and N/A N/A
Born: December 1951 President - Present Chairman of the Board since
3555 Lear Way 1995, Cutler Investment Counsel
Medford, Oregon 97504-9759 LLC, f/k/a/ Cutler & Company,
LLC
Carol S. Fischer Vice 1996 - Chief Operating Officer, N/A N/A
Born: December 1955 President/ Present Cutler Investment Counsel LLC,
3555 Lear Way Assistant f/k/a/ Cutler & Company, LLC
Medford, Oregon 97504-9759 Secretary/ since 1994
Assistant
Treasurer
Stacey E. Hong Treasurer June 2002 Director, Forum Accounting N/A N/A
Born: May 1966 - Present Services, LLC since 1998,
Two Portland Square with which he has been
Portland, Maine 04101 associated since 1992
Patrick J. Keniston Assistant September Staff Attorney, Forum N/A N/A
Born: January 1964 Secretary 2002 - Financial Group, LLC since
Two Portland Square Present 2001; Senior Tax Consultant,
Portland, Maine 04101 PricewaterhouseCoopers, 1998
to 2001; Tax Consultant,
Ernst & Young, 1996 to 1998
Cheryl O. Tumlin Assistant December Counsel, Forum Financial N/A N/A
Born: June 30, 1966 Secretary 2001- Group, from 1996 to 1999 and
Two Portland Square Present since 2001; Counsel, I-many,
Portland, Maine 04101 Inc., 1999 to 2001
Dawn L. Taylor Assistant 1998- Tax Manager, Forum Financial N/A N/A
Born: May 1964 Treasurer Present Group, LLC
Two Portland Square since 1997; Senior Tax
Portland, Maine 04101 Accountant, Purdy, Bingham &
Burrell, LLC, 1994 to 1997
(1) Each Trustee and Officer holds office during the lifetime of the Trust or
until he or she resigns or is removed.
(2) John Y. Keffer indirectly controls the entities that provide
administration, distribution, fund accounting, transfer agency and
custodial services to the Trust.
(3) If elected at Meeting.
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B. TRUSTEE/NOMINEE OWNERSHIP IN THE SAME FAMILY OF FUNDS
- ------------------------------------------ ---------------------------------------- ----------------------------------------
AGGREGATE DOLLAR RANGE OF
OWNERSHIP AS OF DECEMBER 31,
2002 IN ALL FUNDS OVERSEEN BY
DOLLAR RANGE OF BENEFICIAL TRUSTEE IN THE SAME FAMILY OF
TRUSTEES OWNERSHIP IN CUTLER VALUE FUND INVESTMENT COMPANIES
- ------------------------------------------ ---------------------------------------- ----------------------------------------
INTERESTED TRUSTEES
- ------------------------------------------ ---------------------------------------- ----------------------------------------
John Y. Keffer None None
- ------------------------------------------ ---------------------------------------- ----------------------------------------
Kenneth R. Cutler Over $100,000 Over $100,000
- ------------------------------------------ ---------------------------------------- ----------------------------------------
DISINTERESTED TRUSTEES/NOMINEES
- ------------------------------------------ ---------------------------------------- ----------------------------------------
Dr. Hatten S. Yoder, Jr.* None None
- ------------------------------------------ ---------------------------------------- ----------------------------------------
Robert B. Watts, Jr. None None
- ------------------------------------------ ---------------------------------------- ----------------------------------------
Robert E. Clark None None
- ------------------------------------------ ---------------------------------------- ----------------------------------------
J. Michael Gaffney $1-$10,000 $1-$10,000
- ------------------------------------------ ---------------------------------------- ----------------------------------------
* In August 2003, Dr. Hatten S. Yoder, Jr., a Disinterested Trustee of the Trust
since 1992, passed away.
C. OWNERSHIP OF SECURITIES OF THE ADVISER AND RELATED COMPANIES
As of December 31, 2002, no Disinterested Trustee or Nominee for Trustee or any
of his immediate family members owned beneficially or of record securities of
the Trust's investment adviser, its principal underwriter, or any person (other
than a registered investment company) directly or indirectly, controlling,
controlled by or under common control with any Trust investment adviser or
principal underwriter.
D. INFORMATION CONCERNING THE NOMINEES AND BOARD'S CONSIDERATION OF THEIR
QUALIFICATIONS
On May 7, 2002, the then-current Trustees unanimously elected Mr. Robert E.
Clark to the Board. In making their determination to elect Mr. Clark, the Board
considered Mr. Clark's extensive experience in corporate management. Throughout
his career, Mr. Clark held positions of increasing responsibility in marketing
and related departments of Standard Oil Company of California, which later
became Chevron Texaco Corp. At his retirement, Mr. Clark was a Vice President of
Chevron Texaco Corp. The Board believes that, among other things, Mr. Clark's
experience with and knowledge of corporate and governmental affairs and their
interaction, both domestic and foreign, have provided him with critical insight
and understanding of corporate governance issues and have made him a valuable
addition as a Disinterested Trustee of the Board.
On September 15, 2003, the Trustees considered and approved the nomination of
Mr. J. Michael Gaffney based upon the selection and recommendation of Mr.
Gaffney by the Trust's Nominating Committee. In so doing, the Board considered
Mr. Gaffney's many years of experience in directing or managing the operations
of investment firms and funds. In addition to his work experience noted in the
table above, Mr. Gaffney served for over five years as the Chief Operating
Officer of the private bank of UBS North America. The Board believes that Mr.
Gaffney's professional experience in investment and finance and his knowledge
and understanding of investment management and operations will enhance and
complement the resources and abilities of the Disinterested Trustees in
fulfilling their duties.
E. INFORMATION CONCERNING TRUST COMMITTEES
AUDIT COMMITTEE. The Trust's Audit Committee consists of Messrs. Robert B. Watts
and Robert E. Clark, constituting all of the Trust's Disinterested Trustees. In
August 2003, Dr. Hatten S. Yoder, Jr., a Disinterested Trustee of the Trust
since 1992 and a member of the Trust's Audit Committee and Nominating Committee,
passed away. During the fiscal year ended June 30, 2003, the Audit Committee met
three times. Pursuant to a charter adopted by the Board, the Audit Committee
assists the Board in fulfilling its responsibility for oversight of the quality
and integrity of the accounting, auditing and financial reporting practices of
the Trust. It is directly responsible for the appointment, termination,
compensation and oversight of work of the independent public accountants to the
Trust. In so doing, the Committee reviews the methods, scope, and result of the
audits and audit fees charged, and reviews the Trust's internal accounting
procedures and control.
NOMINATING COMMITTEE. The Trust's Nominating Committee, which meets when
necessary, consists of Messrs. Robert B. Watts and Robert E. Clark, constituting
all of the Trust's Disinterested Trustees. Pursuant to the Nominating Committee
Charter adopted by the Board, the Nominating Committee is charged with the duty
of nominating all Disinterested Trustees and committee members, and presenting
these nominations to the Board. The Nominating
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Committee does not consider shareholder nominations. During the fiscal year
ended June 30, 2003, the Nominating Committee did not meet.
VALUATION COMMITTEE. The Trust's Valuation Committee consists of Messrs. John Y.
Keffer and Kenneth R. Cutler, any two officers of the Trust, and a senior
representative of the Trust's investment adviser for the Trust's series
requiring valuation. The Valuation Committee reviews and provides advice
regarding the Trust's policies and procedures for determining net asset value
per share of the Trust's series. The Valuation Committee also produces fair
value determinations for securities maintained in the portfolios of the Trust's
series consistent with valuation procedures approved by the Board. The Valuation
committee meets when necessary and, during the fiscal year ended June 30, 2003,
did not meet.
F. COMPENSATION OF TRUSTEES
Each Disinterested Trustee of the Trust is paid an annual retainer fee of
$10,000 for his service to the Trust. The fee is paid monthly in equal payments.
The Trustees are also reimbursed for travel and related expenses incurred in
attending Board meetings. Trustees who are interested persons of the Trust
receive no compensation (other than reimbursement for travel and related
expenses) for their service as Trustees of the Trust.
The following table sets forth the fees paid to each Trustee by the Trust and
the Fund Complex for the fiscal year ended June 30, 2003.
- ----------------------------- --------------------- ---------------------- ----------------------- ----------------------
PENSION OR
RETIREMENT TOTAL
AGGREGATE BENEFITS ACCRUED ESTIMATED COMPENSATION
COMPENSATION AS PART OF TRUST ANNUAL BENEFITS FROM TRUST AND
TRUSTEE FROM TRUST EXPENSES UPON RETIREMENT FUND COMPLEX
- ----------------------------- --------------------- ---------------------- ----------------------- ----------------------
John Y. Keffer $0 $0 $0 $0
- ----------------------------- --------------------- ---------------------- ----------------------- ----------------------
Kenneth R. Cutler 0 0 0 0
- ----------------------------- --------------------- ---------------------- ----------------------- ----------------------
Dr. Hatten S. Yoder, Jr.* 10,000 0 0 10,000
- ----------------------------- --------------------- ---------------------- ----------------------- ----------------------
Robert B. Watts, Jr. 10,000 0 0 10,000
- ----------------------------- --------------------- ---------------------- ----------------------- ----------------------
Robert E. Clarke 10,000 0 0 10,000
- ----------------------------- --------------------- ---------------------- ----------------------- ----------------------
* In August 2003, Dr. Hatten S. Yoder, Jr., a Disinterested Trustee of the Trust
since 1992 passed away.
G. INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte") serves as the independent public accountants
to the Trust. The Board, including a majority of the Disinterested Trustees,
selected Deloitte as independent public accounts to the Trust for the fiscal
year ended June 30, 2002 and for the fiscal year ended June 30, 2003 pursuant to
Section 32(a) of the Investment Company Act of 1940. On September 15, 2003, the
Audit Committee of the Trust selected and the Board ratified the selection by
the Audit Committee of Deloitte as independent public accountants to the Trust
for the fiscal year ending June 30, 2004. Representatives of Deloitte are not
expected to be present at the Meeting, but will be given the opportunity to make
a statement if they so desire and will be available should any matter arise
requiring their presence.
AUDIT FEES. For the fiscal years ended June 30, 2003 and June 30, 2002, the
aggregate fees billed for services rendered by Deloitte for the audit of the
Trust's annual financial statements and review of financial statements included
in the Trust's annual registration statement filing or services that are
normally provided by the accountant in connection with statutory and regulatory
filings were: $15,150 and $25,000, respectively. The audit of the Trust's
financial statements for the fiscal year ended June 30, 2002 included the audit
of the financial statements for two series of the Trust. One of the two series
was terminated in April 2003.
AUDIT RELATED FEES. For the fiscal years ended June 30, 2003 and June 30, 2002
there were no fees billed for assurances and related services by Deloitte
reasonably related to the performance of the audit or review of the Trust's
financial statements other than those fees reported under "Audit Fees" above.
TAX FEES. For the fiscal years ended June 30, 2003 and June 30, 2002, the
aggregate fees billed for professional services rendered by Deloitte for tax
compliance, tax advice and tax planning were: $3,400 and $3,300, respectively.
The nature of the services rendered included tax compliance in the form of tax
filings with the Internal Revenue Service.
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ALL OTHER FEES. For the fiscal years ended June 30, 2003 and June 30, 2002 there
were no fees billed for products and services provided by Deloitte, other than
the services reported above.
For the fiscal years ended June 30, 2003 and June 30, 2002 there were no
non-audit fees billed by Deloitte for services rendered to Cutler Investment
Counsel, LLC, the adviser to the Trust (the "Adviser"), and any entity
controlling, controlled by, or under common control with the Adviser that
provide ongoing services to the Trust.
Accordingly, the aggregate non-audit fees billed by Deloitte for services
rendered to the Trust and to the Adviser or an affiliate thereof that provides
ongoing services to the Trust, for the fiscal years ended June 30, 2002 and June
30, 2003 were $3,400 and $3,300, respectively, as set forth under "Tax Fees"
above.
The Audit Committee has considered whether the services described above are
compatible with Deloitte's independence. The Audit Committee pre-approves the
engagement of any accountant for audit or non-audit services pursuant to the
provisions of the Audit Committee charter. Pre-approval has not been waived in
respect of services described above.
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THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE TRUST
VOTE FOR THE ELECTION OF THE NOMINEES TO SERVE AS TRUSTEES OF THE TRUST.
OTHER MATTERS
The Trust does not know of any matters to be presented at the Meeting other
than those mentioned in this Proxy Statement. If any of the persons listed above
is unavailable for election as a Trustee, an event not now anticipated, or if
any other matters properly come before the Meeting, the shares represented by
proxies will be voted with respect thereto in accordance with the best judgment
of the person or persons voting the proxies.
SHAREHOLDER PROPOSALS
The Trust is not required to hold annual meetings of shareholders and
currently does not intend to hold such meetings unless shareholder action is
required in accordance with the Investment Company Act of 1940. A shareholder
proposal to be considered for inclusion in the proxy statement at any subsequent
meeting of shareholders must be submitted to the Trust at the address above at a
reasonable time before the proxy statement for that meeting is mailed. Whether a
proposal is submitted in the proxy statement will be determined in accordance
with applicable federal and state laws. The timely submission of a proposal does
not guarantee its inclusion.
By order of the Board of Trustees,
Kenneth R. Cutler
Chairman
October 28, 2003
Portland, Maine
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THE CUTLER TRUST
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101
(888) 288-5374
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the undersigned appoints Cheryl O.
Tumlin and Patrick J. Keniston (or, if only one shall act, that one) proxies
with the power of substitution to vote all of the shares of Cutler Value Fund
(the "Fund"), the single series of The Cutler Trust (the "Trust"), registered in
the name of the undersigned at the Special Meeting of Shareholders of the Fund
to be held at the offices of the Trust, Two Portland Square, Portland, Maine
04101, on November 21, 2003 at 11:00 a.m. (E.S.T.), and at any adjournment or
adjournments thereof.
The shares of beneficial interest represented by this Proxy will be voted
in accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR THE PROPOSAL SET FORTH
BELOW. The Trust has proposed the Proposal. The Board of Trustees recommends
voting FOR the Proposal.
1. To elect Trustees.
|_| FOR all nominees |_| WITHHOLD AUTHORITY |_| EXCEPTIONS
listed below for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE MARK THE
"EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.)
Robert E. Clarke J. Michael Gaffney
The proxies are authorized to vote in their discretion on any other
business which may properly come before the meeting and ANY adjournments
thereof.
Receipt is acknowledged of the Notice and Proxy Statement for the Special
Meeting of Shareholders to be held on November 21, 2003. PLEASE SIGN AND DATE
THIS PROXY IN THE SPACE PROVIDED. Execution by shareholders who are not
individuals must be made by an authorized signatory. Executors, administrators,
trustees, guardians and others signing in a representative capacity should give
their full title as such.
____________________________________________________ ___________________
Authorized Signature Date
____________________________________________________
Printed Name (and Title if Applicable)
____________________________________________________ ___________________
Authorized Signature (Joint Investor or Second Signatory) Date
____________________________________________________
Printed Name (and Title if Applicable)
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