-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PosoGTK19WoEZolIRPHy8WALMFGnduC8LgEOzDlD77lONhmylgU+H+am/mMd56bb MdLJyltCVmejci+pdMJagA== 0001004402-99-000200.txt : 19990405 0001004402-99-000200.hdr.sgml : 19990405 ACCESSION NUMBER: 0001004402-99-000200 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990401 FILED AS OF DATE: 19990402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUTLER TRUST CENTRAL INDEX KEY: 0000892568 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-07242 FILM NUMBER: 99586199 BUSINESS ADDRESS: STREET 1: TWO PORTLAND SQUARE STREET 2: C/O FORUM FINANCIAL SERVICES INC CITY: PORTLAND STATE: ME ZIP: 04101 BUSINESS PHONE: 2078791900 MAIL ADDRESS: STREET 1: TWO PORTLAND SQUARE CITY: PORTLAND STATE: ME ZIP: 04101 DEF 14A 1 DEFINITIVE PROXY (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-11(c) or 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: _________________________________ April 2, 1999 Dear Shareholders: In an effort to seek the highest level of return possible for a given level of risk, we would like to initiate changes to the investment criteria of the Cutler Approved List Equity Fund ("Fund"). We feel these changes will result in our ability to maintain a conservative portfolio of companies that reflect our shareholders' desire for owning large, well respected and financially solid industry leaders, while also maintaining a stable income stream. The desired changes to the Fund's objectives and corresponding investment policies will expand the Fund's investable universe. This expansion allows for greater diversification as well as the potential for better investment returns. DIVERSIFICATION BENEFITS - When the Fund's current investment policies are followed, entire industry categories, including leading issues in the major averages, are removed from the Fund's investable universe. Eliminating the current restrictions, set in place a generation ago, will bring us more in line with current major institutional practice. RETURN ENHANCEMENT - Broadening the number of eligible investment candidates allows us to own the companies that in our opinion have the greatest potential for price appreciation; although there is no guarantee, this increases the likelihood of higher portfolio returns. Your investment in this Fund indicates a desire to own large, well-respected, financially solid industry leaders. We will continue to maintain a bias toward dividend paying companies. The desired changes will greatly expand the Fund's universe of investment candidates but will not alter the basic premise in which you invested. We are excited by the potential for enhanced investment results and hope you share our enthusiasm. Sincerely, Kenneth R. Cutler Robert W. Lamberti, CFA Chairman Senior Portfolio Manager THE CUTLER TRUST TWO PORTLAND SQUARE PORTLAND, MAINE 04101 (888) CUTLER4 ___________________ NOTICE OF SPECIAL MEETING OF SHAREHOLDERS APRIL 26, 1999 _____________________ To the Shareholders of The Cutler Trust: NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of the Cutler Approved List Equity Fund (the "Fund"), a series of The Cutler Trust (the "Trust"), will be held at the offices of the Trust, Two Portland Square, Portland, Maine 04101, on April 26, 1999 (at 10:00 a.m.), for the following purposes, all of which are more fully described in the accompanying Proxy Statement dated April 2, 1999: (1) To approve or disapprove a proposal to modify the Fund's investment objective and to effect corresponding revisions of the Fund's investment policies; (2) To approve or disapprove a proposal to remove the Fund's fundamental investment limitation regarding foreign investments; and (3) 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 March 15, 1999 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or any adjournment thereof. The enclosed proxy is being solicited on behalf of the Trustees. By order of the Board of Trustees, D. Blaine Riggle Secretary April 2, 1999 Portland, Maine YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. IN ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. THE CUTLER TRUST TWO PORTLAND SQUARE PORTLAND, MAINE 04101 (888) CUTLER4 ________________________ PROXY STATEMENT The enclosed proxy is solicited by the Board of Trustees of The Cutler Trust (the "Trust"), a Delaware business trust, on behalf of the Cutler Approved List Equity Fund (the "Fund"). The Trust is a registered open-end investment company whose executive offices are located at Two Portland Square, Portland, Maine 04101. Proxies will be voted at the Special Meeting of Shareholders (the "Meeting") of the Fund to be held at the offices of the Trust's administrator, Forum Administrative Services, LLC ("Forum"), Two Portland Square, Portland, Maine 04101 on Monday, April 26, 1999, at 10:00 a.m. (Eastern Standard Time), and any adjournment thereof for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. This Proxy Statement and the enclosed notice of meeting and proxy card are first being mailed to shareholders on or about April 2, 1999. The Trust's Annual Report to shareholders for the fiscal year ended June 30, 1998 and Semi-Annual Report to shareholders for the period ended December 31, 1998, which include financial statements for the Fund, have previously been mailed to shareholders receiving this Proxy Statement. Shareholders may request a copy of the Annual Report and the Semi-Annual Report without charge by calling the Fund's distributor, Forum Financial Services, Inc., 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 regular employees of Cutler & Company, LLC (the "Adviser"), Forum or their affiliates. The Adviser will bear all of the costs of the Meeting and the preparation, printing and mailing of proxies. Forum will mail proxy materials and tabulate voting results. PURPOSE OF MEETING The Meeting is being called: (1) To approve or disapprove a proposal to modify the Fund's investment objective and to effect corresponding revisions of the Fund's investment policies; (2) To approve or disapprove a proposal to remove the Fund's fundamental investment limitation regarding foreign investments; and (3) To transact such other business as may properly come before the Meeting or any adjournment thereof. DESCRIPTION OF VOTING Approval of each proposal requires the affirmative vote of "a majority of the outstanding voting securities" of the Fund as that term is defined under the Investment Company Act of 1940 (the "1940 Act"). Under the 1940 Act, this means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy at the Meeting or (b) more than 50% of the outstanding shares of the Fund. Shareholders of record at the close of business on March 15, 1999 (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 2,146,362.277 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, the following shareholder owned beneficially more than 5% of the outstanding shares of the Fund: NAME AND ADDRESS OF OWNER AMOUNT AND NATURE PERCENTAGE OF FUND OF OWNERSHIP Lorraine Y. Perrin 138,480.422 -6.45 Testamentary Trust Beneficial 500 Eastgate Lane Santa Barbara, CA 93108
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 Fund 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. Under the 1940 Act, the affirmative vote necessary to approve a matter under consideration may be determined with reference to a percentage of votes present at the Meeting. For this reason, abstentions and non-votes have the effect of votes AGAINST the proposals. In completing proxies, therefore, shareholders should be aware that checking the box labeled ABSTAIN will result in the shares covered by the proxy being treated as if they were voted AGAINST the proposals. IF YOU DO NOT SPECIFY A CHOICE ON THE PROXY, PROPERLY EXECUTED PROXIES THAT ARE RETURNED IN TIME TO BE VOTED AT THE MEETING WILL BE VOTED FOR THE APPROVAL OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting, but sufficient votes to approve the proposals are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies with respect to the proposals. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the proposals, 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. Any adjournment will require the affirmative vote of a majority of shares represented in person or by proxy at the Meeting. 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 proposals will be voted AGAINST such adjournment. A shareholder vote may be taken on the proposals prior to adjournment if sufficient votes have been received and it is otherwise appropriate. Any shareholder may revoke his or her 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 ONE APPROVAL OR DISAPPROVAL OF A PROPOSAL TO MODIFY THE FUND'S INVESTMENT OBJECTIVE AND TO EFFECT CORRESPONDING REVISIONS OF THE FUND'S INVESTMENT POLICIES. It is proposed that the Fund's investment objective be changed. The Fund's current investment objective is to seek current income and long-term capital appreciation by investing in at least 90% of the common stocks within the Adviser's "Approved List." To qualify for the Approved List, each company must meet the following five requirements. The Fund can only purchase companies: (1) listed on the New York Stock Exchange; (2) that paid dividends continuously for at least 20 years, without any reduction in the rate; (3) that have commercial paper rated Prime-1 and senior debt rated at least A by Moody's Investors Service, Inc. or similarly rated by another rating agency, or if no ratings are published, determined to be of similar quality by the Adviser; (4) with annual sales, assets and market value of at least $1 billion; and (5) that in the Adviser's opinion have wide ownership among major institutional investors and very liquid markets. The Fund's investment objective, as modified, will be to "seek current income and long-term capital appreciation." The Fund will seek to meet its investment objective by investing in "value" stocks; that is, stocks whose price/earnings ratios are lower relative to the S&P 500. Accordingly, it is proposed that the Fund no longer be required to invest any particular amount in the common stocks on the Approved List. In addition, the Fund will no longer be required to invest 65% of its assets in the income producing equity securities in the Approved List. If shareholders approve the revision of the Fund's investment objective, the Fund will continue to purchase only companies with annual sales, assets and market value of at least $1 billion and only companies that, in the Adviser's opinion, have wide ownership among major institutional investors and very liquid markets. The Fund, however, will now be able to purchase companies that are listed on exchanges other than the New York Stock Exchange. The Fund will no longer be required to purchase companies that paid dividends continuously for at least 20 years, but it will focus on dividend paying stocks and will attempt to maintain a yield above the market average. And finally, the Fund will have no restrictions with regard to a company's debt rating and will, therefore, not be required to purchase only companies that have commercial paper rated Prime-1 and senior debt rated at least A by Moody's Investors Service, Inc. or similarly rated by another rating agency. As the proposed investment objective and corresponding policies of the Fund would remove the requirement of investing in accord with the Approved List, it would not be appropriate or accurate for the name of the Fund to retain the "Approved List" reference. Therefore, if the shareholders approve this proposal, the name of the Fund will be changed to the "Cutler Value Fund" to reflect its value style of investing. Management believes that the proposed changes allow the Fund to maintain its conservative approach, while expanding the Fund's investable universe bringing the Fund more in line with current major institutional practices and allowing the Fund to own companies which have the greatest potential for price appreciation. While the Fund will be able to purchase from a greater diversity of companies, the risk of this proposed change to the investment objective is that the companies purchased may not have the same level of credit history and debt ratings as before. The Board of Trustees, after weighing the potential risks and benefits, believes that the proposed modification to the Fund's investment objective and revision of the Fund's investment policies are in the best interests of the Fund and its shareholders, and recommends that shareholders vote for the proposal. THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THIS PROPOSAL. PROPOSAL TWO APPROVAL OR DISAPPROVAL OF A PROPOSAL TO REMOVE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION REGARDING FOREIGN INVESTMENTS. This Proposal seeks shareholder approval of a change to the fundamental investment limitation applicable to foreign investments. The Fund is currently prohibited from investing in the securities of foreign issuers or purchasing securities through a foreign market. The Fund desires to be able to invest a portion of its assets in American Depositary Receipts ("ADRs"). An ADR is a receipt of the share of a foreign-based corporation held in the vault of a United States bank and entitles the shareholder to all dividends and other distributions on the security. It allows the investor to own shares of a foreign-based company without having to purchase shares in an overseas market. Therefore, if this proposal is approved, the Fund would be able to invest in the securities of a foreign issuer via an ADR. Although the Fund has no current intention of investing directly in the securities of foreign issuers or purchasing securities on a foreign market, removal of this investment limitation will enable the Fund to make such investments should it choose to do so in the future. Management believes that foreign investment will provide the Fund with an additional tool by which to attempt to increase the Fund's return. While all investments involve certain risks, foreign investments are subject to the additional risks of foreign political and economic instability and currency fluctuation. The Board of Trustees, after weighing the potential risks and benefits, believes that the proposed removal of the Fund's fundamental investment limitation applicable to foreign investments is in the best interests of the Fund and its shareholders and recommends that shareholders vote for the proposal. THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THIS PROPOSAL. OTHER BUSINESS Management knows of no other business to be presented at the Meeting. If any additional matters should be properly presented, it is intended that the enclosed proxy will be voted in accordance with the judgment of the persons named in the proxy. ADDITIONAL INFORMATION SUBMISSION OF SHAREHOLDER PROPOSALS. It is anticipated that, following the Meeting, the Fund will not hold any meetings of shareholders except as required by Federal or Delaware state law. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send proposals within a reasonable time before solicitation of proxies for such meeting to the Secretary of the Trust, D. Blaine Riggle, in care of Forum Administrative Services, LLC, Two Portland Square, Portland, Maine 04101. The timely submission of a proposal does not guarantee its inclusion. YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY By Order of the Board of Trustees, D. Blaine Riggle Secretary THE CUTLER TRUST Cutler Approved List Equity Fund TWO PORTLAND SQUARE PORTLAND, MAINE 04101 PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES Revoking any such prior appointments, the undersigned appoints D. Blaine Riggle and David I. Goldstein (or, if only one shall act, that one) proxies with the power of substitution to vote all of the shares of Cutler Approved List Equity Fund (the "Fund"), a 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 Forum Administrative Services, LLC, Two Portland Square, Portland, Maine 04101, on April 26, 1999, at 10:00 a.m. (Eastern Standard Time), 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 PROPOSALS SET FORTH BELOW. The Trust has proposed the Proposals. The Board of Trustees recommends voting FOR the Proposals. PROPOSAL ONE: To approve the modification of the Fund's investment objective and the corresponding revision of the Fund's investment policies. FOR _____ AGAINST _____ ABSTAIN _____ PROPOSAL TWO: To approve the removal of the Fund's fundamental investment limitation regarding foreign investments. FOR _____ AGAINST _____ ABSTAIN _____ The proxies are authorized to vote in their discretion on any other business which may properly come before the meeting and any adjournments thereof. (NOTE: Checking the boxes labeled ABSTAIN will result in the shares covered by the Proxy being treated as if they were voted AGAINST the proposals.) Receipt is acknowledged of the Notice and Proxy Statement for the Special Meeting of Shareholders to be held on April 26, 1999. 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) -----END PRIVACY-ENHANCED MESSAGE-----