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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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The Cutler Trust
525 Bigham Knoll
Jacksonville, Oregon 97530
SPECIAL MEETING OF SHAREHOLDERS
Cutler Equity Fund
Cutler Fixed Income Fund
Important Voting Information Inside
TABLE OF CONTENTS
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Letter from the President
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1
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Notice of Special Meeting of Shareholders
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3
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Important Information to Help You Understand the Proposals
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4
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Proxy Statement
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7
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Proposal 1: Election of Trustees
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7
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Proposal 2: To transact any other business that may properly come before the Meeting
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18
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Outstanding Shares and Voting Requirements
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18
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Additional Information on the Operation of the Funds
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20
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Other Matters
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21
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PROPOSAL 1.
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To elect four individuals to serve on the Board of Trustees of the Trust; and
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PROPOSAL 2.
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To transact any other business, not currently contemplated, that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes.
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Sincerely,
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Erich M. Patten
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President
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1.
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To elect four individuals to serve on the Board of Trustees of the Trust; and
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2.
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To transact any other business, not currently contemplated, that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes.
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BY ORDER OF THE BOARD OF TRUSTEES
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Tina H. Bloom
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Secretary
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The Cutler Trust
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IMPORTANT
Please vote through the Internet or by telephone by following the instructions on your proxy card, thus avoiding unnecessary expense and delay. You may also execute the enclosed proxy and return it promptly in the enclosed envelope. No postage is required if mailed in the United States. The proxy is revocable and will not affect your right to vote in person if you attend the Meeting.
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Q:
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WHY ARE SHAREHOLDERS BEING MAILED THIS PROXY MATERIAL?
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A:
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You are receiving these proxy materials — including the Proxy Statement and the accompanying proxy card — because you have the right to vote on two important proposals concerning your investment in the Funds. The purpose of this Proxy Statement is to disclose important information about the proposals and to seek shareholder approval of the proposals. The proposals have been unanimously approved by the Board of Trustees.
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Q:
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WHY ARE SHAREHOLDERS OF THE TRUST BEING ASKED TO ELECT TRUSTEES?
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A:
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Shareholders are being asked to elect four nominees to serve on the Board of Trustees of the Trust in order to ensure that at least two-thirds of the members of the Board have been elected by the shareholders of the Trust as required by the Investment Company Act of 1940 (the “1940 Act”). The Board of Trustees of the Trust (the “Board of Trustees”) currently consists of three Trustees, Matthew C. Patten, John P. Cooney and Robert F. Turner, of which two (Messrs. Patten and Cooney) were elected previously by shareholders of the Trust. On July 3, 2013, Dr. Mario J. Campagna, an Independent Trustee of the Trust, passed away after a brief illness. The Board of Trustees has nominated Mr. Edward T. Alter to fill the vacancy on the Board created by the death of Dr. Campagna; however, Edward T. Alter has not been elected by the Funds’ shareholders. The 1940 Act provides that vacancies on the Board of Trustees may not be filled by Trustees unless thereafter at least two-thirds of the Trustees shall have been elected by shareholders. To ensure compliance with the 1940 Act, shareholders are being asked at the Meeting to
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elect Messrs. Matthew Patten, Cooney and Turner, who are all currently Trustees, and to elect Mr. Alter as a new member of the Board. Information regarding the qualifications of each nominee is set forth below under Proposal 1.
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Q:
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ARE THERE OTHER BENEFITS TO ELECTING THE TRUSTEES?
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A:
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The election by shareholders of all of the nominees at the Meeting will reduce the likelihood that the Trust will need to undergo another proxy solicitation with regards to Board composition in order to ensure compliance with the 1940 Act for the foreseeable future.
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Q:
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HOW DOES THE BOARD OF TRUSTEES RECOMMEND I VOTE ON THE PROPOSALS?
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A:
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After careful consideration of the proposal, the Board of Trustees unanimously recommends that you vote FOR the proposals. The various factors that the Board of Trustees considered in making this determination are described in the Proxy Statement.
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Q:
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ARE THERE OTHER CHANGES AFFECTING THE FUND?
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A:
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Not at this time.
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Q:
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WHERE IS THE MEETING GOING TO BE HELD?
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A:
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The Meeting is scheduled for Friday, August 30, 2013 at 9:00 a.m., Eastern time, at the offices of the Funds’ transfer agent, Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
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Q:
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WHO IS ELIGIBLE TO VOTE AT THE MEETING?
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A:
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Shareholders of the Trust as of July 22, 2013 (the “Record Date”) are entitled to vote at the Meeting or any adjournment of the Meeting. Shareholders may cast one vote for each share they own.
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Q:
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HOW DO I VOTE MY PROXY?
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A:
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You may vote through the internet or by telephone by following the simple instructions and using the control number that appears on the proxy card. You may also attend the Meeting and vote your shares in person or complete the enclosed proxy card and return the card in the enclosed self-addressed, postage-paid envelope. The use of internet voting will reduce the time and costs associated with this proxy solicitation.
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Q:
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WHAT WILL HAPPEN IF THERE ARE NOT ENOUGH VOTES TO HOLD THE MEETING?
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A:
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It is important that shareholders vote through the internet or by telephone or complete and return signed proxy cards promptly, but no later than August 30, 2013, to ensure there is a quorum for the Meeting. You may be contacted by a representative of the Trust or a proxy solicitor if we do not hear from you. If we have not received sufficient votes to have a quorum at the Meeting, we may adjourn the Meeting to a later date so we can continue to seek more votes.
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Q:
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WILL THE TRUST BE REQUIRED TO PAY FOR THIS PROXY SOLICITATION?
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A:
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Yes, the Trust will pay the cost of this proxy solicitation.
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Q:
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WHERE CAN I GET MORE INFORMATION ABOUT THE PROPOSALS?
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A:
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Please contact Shareholder Services directly at 1-888-288-5374 (1-888-CUTLER4) between the hours of 8:30 a.m. to 5:30 p.m., Eastern time. Representatives will be happy to answer any questions you may have.
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PROPOSAL 1:
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TO ELECT FOUR INDIVIDUALS TO SERVE ON THE BOARD OF TRUSTEES
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Interested Trustee Nominee
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Matthew C. Patten
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Mr. Matthew Patten has served as Investment Committee Member and Portfolio Manager of the Adviser and its affiliates since 2003 and President of the Adviser since 2004. He holds a B.S. degree in Economics and Environmental Geo-Science from Boston College and was awarded his MBA from the University of Chicago. Mr. Matthew Patten has served as a Trustee since 2004. The Board has concluded that Mr. Matthew Patten is suitable to serve as a Trustee because of his past service and experience as a Trustee of the Trust, his professional investment and business experience, and his academic background.
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Independent Trustee Nominees
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John P. Cooney
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Mr. Cooney is a retired U.S. Magistrate Judge. He served as a U.S. Magistrate Judge from 1990 to 2007 and previously served as an attorney in private practice. Judge Cooney holds LL.B and J.D. degrees from Willamette University. He has served as a Trustee of the Trust since 2007 and has previously held leadership positions in various professional societies and community organizations. The Board has concluded that Judge Cooney is suitable to serve as a Trustee because of his past service and experience as a Trustee of the Trust, his distinguished academic background and positions of leadership, and his business and judicial experience.
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Robert F. Turner
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Mr. Turner retired in February 2012 as Chairman of Jeld Wen, a manufacturing company. He previously had served as Executive Vice President and Chief Operating Officer of Jeld Wen from 1999 to 2010. Mr. Turner holds a B.S. degree in Business from the University of Oregon. Mr. Turner has served on the Boards of several nonprofit organizations, including the University of Oregon Foundation and Jeld Wen Foundation. The Board has concluded that Mr. Turner is suitable to serve as a Trustee because of his business experience, his academic background and his service on other boards.
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Edward T. Alter
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Mr. Alter retired in January 2009 after 28 years as Treasurer of the State of Utah. He holds a B.A. degree in Banking and Finance and an M.B.A. from the University of Utah. Mr. Alter is a Certified Public Accountant and has over 40 years of accounting and financial management experience. He was formerly a member of the Utah State Bonding Commission, the Private Activity Bond Review Board and the Utah Housing and Finance Agency Board. Mr. Alter has served as a member of the Utah State Retirement Board for 30 years and served as President of the Board for 9 years. He also serves as a member of the Utah Capital Investment Board and the Utah Higher Education Assistance Board. The Board has concluded that Mr. Alter is suitable to serve as a Trustee because of his professional investment and business experience, his academic background and his service and leadership on other boards.
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Name, Address and Age
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Position(s) Held with Trust
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Length of Time Served
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Principal Occupation(s) and Directorships of Public Companies During
the Past 5 Years
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Number of Funds in Trust Overseen by Trustee/ Nominee
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Interested Trustee Nominee:
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Matthew C. Patten(1)(2)
Year of Birth: 1975
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Treasurer, Chairman, Trustee and Nominee
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Treasurer Since
March 2004
Trustee Since
September 2006
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President since 2004 and Investment Committee Member and Portfolio Manager of Cutler Investment Counsel, LLC since 2003
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2
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Name, Address and Age
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Position(s) Held with Trust
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Length of Time Served
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Principal Occupation(s) and Directorships of Public Companies During
the Past 5 Years
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Number of Funds in Trust Overseen by Trustee/ Nominee
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Independent Trustees Nominees:
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John P. Cooney
Year of Birth:1932
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Lead Independent Trustee
and Nominee
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Since April 2007
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Retired U.S. Magistrate Judge
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2
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Robert F. Turner
Year of Birth: 1946
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Trustee and Nominee
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Since September 2012
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Retired; Chairman from 2010 to 2012 and Executive Vice President and Chief Operating Officer from 1999 to 2010 of Jeld Wen (a manufacturing company)
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2
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Edward T. Alter
Year of Birth: 1941
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Nominee
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n/a
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Retired; Treasurer of the State of Utah from 1981 to 2009
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2(3)
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Name, Address and Age
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Position(s) Held with Trust
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Length of Time Served
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Principal Occupation(s) and Directorships of Public Companies During the Past 5 Years
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Executive Officers:
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Erich M. Patten(2)
Year of Birth: 1977
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President
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Since March 2004
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Investment Committee Member, Portfolio Manager and Chief Investment Officer of Cutler Investment Counsel, LLC since 2011; prior to 2011, Investment Committee Member, Portfolio Manager and Corporate Secretary of Cutler Investment Counsel, LLC
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Brooke C. Ashland(2)
Year of Birth: 1951
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Vice President and Chief Compliance Officer
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Since June 2002
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Investment Committee Member and Chief Executive Officer of Cutler Investment Counsel, LLC since 2003; Chief Executive Officer and President of Trustee Investment Services, Inc. (a Trustee education firm) since 1991; President of Big Bear Timber, LLC (farming) since 1989
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Name, Address and Age
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Position(s) Held with Trust
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Length of Time Served
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Principal Occupation(s) and Directorships of Public Companies During the Past 5 Years
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William C. Beggs
Year of Birth: 1982
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Vice President and Assistant Chief Compliance Officer
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Vice President Since November 2012
Assistant Chief Compliance Officer Since October 2011
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Member of Cutler Investment Counsel, LLC since 2012 and Senior Analyst and Assistant Chief Compliance Officer of Cutler Investment Counsel, LLC since 2011; Securities Compliance Examiner for the U.S. Securities and Exchange Commission, from 2008 to 2011; Research Analyst for Ethanol Capital Management, LLC, during 2008.
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Tina H. Bloom
Year of Birth: 1968
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Secretary
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Since April
2011
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Director of Fund Administration of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC
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Robert G. Dorsey
Year of Birth: 1957
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Vice President
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Since March 2005
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Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC
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(1)
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Matthew C. Patten is an Interested Trustee because of the positions he holds with the Adviser and its affiliates.
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(2)
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Matthew C. Patten and Erich M. Patten are brothers and the sons of Brooke C. Ashland.
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(3)
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Reflects the number of funds that would be overseen by Mr. Alter if he is elected to the Board.
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Trustee/Nominee
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Dollar Range of Beneficial Ownership in the Cutler Equity Fund as of December 31, 2012
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Dollar Range of Beneficial Ownership in the Cutler Fixed Income Fund as of
December 31, 2012
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Aggregate Dollar Range of Beneficial Ownership in All Funds Overseen or to be Overseen in Fund Complex
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Interested Trustee (Incumbent):
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Matthew C. Patten
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$10,001 – $50,000
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None
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$10,001 – $50,000
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Independent Trustees (Nominees):
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John P. Cooney
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$50,001 - $100,000
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None
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$50,001 - $100,000
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Robert F. Turner
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None
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None
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None
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Edward T. Alter
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None
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None
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None
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Trustee
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Aggregate Compensation from Trust
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Pension or Retirement Benefits Accrued
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Estimated Annual Benefits upon Retirement
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Total Compensation from Trust and Fund Complex
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Matthew C. Patten(1)
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$0
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$0
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$0
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$0
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John P. Cooney
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$11,875
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$0
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$0
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$11,875
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Robert F. Turner(2)
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$9,375
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$0
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$0
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$9,375
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(1)
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Mr. Matthew Patten is an Interested Trustee because of the positions he holds with the Adviser and its affiliates.
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(2)
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Mr. Turner did not begin to serve on the Board until September 2012.
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PROPOSAL 2:
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TO TRANSACT ANY OTHER BUSINESS, NOT CURRENTLY CONTEMPLATED, THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF IN THE DISCRETION OF THE PROXIES OR THEIR SUBSTITUTES
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Name and Address
of Record Owner
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Amount and Nature
of Ownership
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Percentage
Ownership
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Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
211 Main Street
San Francisco, California 94105
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1,354,690.798 shares
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20.08%
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TD Ameritrade Trust Co.
P.O. Box 17748
Denver, Colorado 80217
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586,598.638 shares
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8.70%
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Axelson Fishing Tackle Manufacturing Co.
Profit Sharing Plan
2400 S. Garnsey Street
Santa Ana, California 92707
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340,570.764 shares
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5.05%
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Name and Address
of Record Owner
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Amount and Nature
of Ownership
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Percentage
Ownership
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Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
211 Main Street
San Francisco, California 94105
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91,487.755 shares
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5.70%
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Fees Billed by BBD, LLP to the Trust During the Previous Two Fiscal Years
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Audit Fees
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The aggregate fees billed for professional services rendered by BBD, LLP for the audit of the annual financial statements of the Cutler Equity Fund or for services that are normally provided by BBD, LLP in connection with statutory and regulatory filings or engagements were $16,000 with respect to the fiscal year ended June 30, 2013 and $15,500 with respect to the fiscal year ended June 30, 2012.
The aggregate fees billed for professional services rendered by BBD, LLP for the audit of the annual financial statements of the Cutler Fixed Income Fund or for services that are normally provided by BBD, LLP in connection with statutory and regulatory filings or engagements were $14,400 with respect to each of the fiscal years ended June 30, 2013 and September 30, 2012.
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Audit-Related Fees
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No fees were billed in either of the last two fiscal years for assurance and related services by BBD, LLP that are reasonably related to the performance of the audit of the Trust’s financial statements and are not reported as “Audit Fees” in the preceding paragraphs.
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Tax Fees
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The aggregate fees billed to the Cutler Equity Fund for professional services rendered by BBD, LLP for tax compliance, tax advice and tax planning were $2,500 with respect to the fiscal year ended June 30, 2013 and $2,000 with respect to the fiscal year ended June 30, 2012.
The aggregate fees billed to the Cutler Fixed Income Fund for professional services rendered by BBD, LLP for tax compliance, tax advice and tax planning were $2,200 with respect to each of the fiscal years ended June 30, 2013 and September 30, 2012.
The services comprising these fees are related to the preparation of the Funds’ federal income and excise tax returns.
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All Other Fees
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No fees were billed in either of the last two fiscal years for products and services provided by BBD, LLP other than the services reported above.
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Aggregate Non-Audit Fees
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During the fiscal years ended June 30, 2013 and June 30, 2012, aggregate non-audit fees of $2,500 and $2,000, respectively, were billed by BBD, LLP for services rendered to the Cutler Equity Fund.
During the fiscal years ended June 30, 2013 and September 30, 2012, aggregate non-audit fees of $2,200 and $2,200, respectively, were billed by BBD, LLP for services rendered to the Cutler Fixed Income Fund.
No non-audit fees were billed by BBD, LLP in either of the last two fiscal years for services rendered to the Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Trust.
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By Order of the Board of Trustees,
|
|
![]() |
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Tina H. Bloom
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Secretary
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