Pragma Investment Trust – ‘DEFS14A’ for 7/17/97

As of:  Thursday, 6/5/97   ·   For:  7/17/97   ·   Accession #:  1005706-97-3   ·   File #:  811-07485

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Pragma Proxy Statement                                12     40K 

DEFS14A
1st Page of 12
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
The PRAGMA Providence Fund_________________________________                     

24-Hour NAV Updates          Shareholder Services             Investment Adviser
      (800)852-4052             MGF Service Corp.                   PRAGMA, Inc.
                    312 Walnut Street, 21st Floor 7150 Greenville Ave, Suite 101
                      Cincinnati, Ohio 45202-3874            Dallas, Texas 75231
                                    (800)738-2065        Telephone (214)373-3585
                                                               Fax (214)987-1728
                                                      E-mail PRAGMAINC@AOL.COM

June 5, 1997                                                                    

Dear Shareholder:                                                               

       You are cordially invited to attend a Special Meeting of Shareholders
of the PRAGMA Investment Trust to be held on Thursday, July 17, 1997 at 12:00   
noon, Eastern time, at the offices of Countrywide Fund Services, Inc., 312      
Walnut Street, 21st Floor, Cincinnati, Ohio 45202.                              

       The Investment Company Act of 1940 generally requires that two-thirds
of an investment company's board members be elected by shareholders. Due to the 
recent expansion of the Board of Trustees from seven to eight members and the   
nomination of an individual to fill the vacancy created by such expansion, you  
are being asked to elect a new slate of trustees. You are also being asked to   
vote on the selection of Arthur Andersen LLP as the Trust's independent public  
accountants for the current fiscal year.                                        

        The Board of Trustees has given full and careful consideration to each
of these matters and has concluded that the proposals are in the best interests 
of the Trust and its shareholders. The Board of Trustees therefore recommends   
that you vote "FOR" the election of trustees and "FOR" the selection of Arthur  
Andersen LLP.                                                                   

       Regardless of the number of shares you own, it is important that they
are represented and voted. If you cannot personally attend the special          
shareholders' meeting, we would appreciate you promptly voting, signing and     
returning the enclosed proxy in the postage paid envelope provided.             

Very truly yours,                                                               

/s/Tina D. Hosking                                                              
Tina D. Hosking                                                                 
Secretary                                                                       

DEFS14A
2nd Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 PRAGMA INVESTMENT TRUST
 SPECIAL MEETING OF SHAREHOLDERS
 JULY 17, 1997

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints John F. Splain and Tina D. Hosking, and each of 
them, as Proxies with power of substitution and hereby authorizes each of them  
to represent and to vote as provided on the reverse side, all shares of         
beneficial interest of PRAGMA Investment Trust which the undersigned is entitled
to vote at the special meeting of shareholders to be held on July 17, 1997 or at
any adjournment thereof.                                                        

The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy 
Statement dated June 5, 1997.                                                   

                                            Date: ________________________

                                               NOTE: Please sign exactly as your
                                            name appears on this proxy. If
                                             signing for an estate, trust or
                                            corporation, title or capacity
                                             should be stated. If the shares
                                            are held jointly, both signers
                                       should sign, although the
                                            signature of one will bind the
                    other.

                                             Signature(s) PLEASE SIGN ABOVE.

DEFS14A
3rd Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX BELOW, AS SHOWN,    
USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.                     

IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED  
HEREIN.                                                                         

1. Authority to vote for the election of all nominees for trustee as listed     
below (except as marked to the contrary below).                                 

FOR                    WITHHOLD                               
[   ]                  [   ]                                  

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE 
THAT NOMINEE'S NAME ON THE LINE BELOW.                                          

J. Alban, Jr., J. Alban III, T. Hager, W. Hutton, J. Lamb, W. Snyder, J. Thomas,
J. Tappan.                                                                      

2. With respect to the ratification of the selection of Arthur Andersen LLP as  
the Trust's independent public accountants for the current fiscal year.         

FOR                    AGAINST                ABSTAIN         
[   ]                  [   ]                  [   ]           

3. In their discretion, the Proxies are authorized to vote upon such other      
matters as may properly come before the meeting.                                

PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND RETURN IT     
PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES                                                                   

DEFS14A
4th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 4th
 PRAGMA INVESTMENT TRUST

--------------------------------------------------------------------------------

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 TO BE HELD ON JULY 17, 1997
--------------------------------------------------------------------------------

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of PRAGMA         
Investment Trust will be held at the offices of Countrywide Fund Services, Inc. 
at 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202 on Thursday, July 17,  
1997 at 12:00 noon, Eastern time, to consider and vote on the following matters:

1.       To elect eight trustees, each to serve until his successor             
is duly elected and shall qualify;                            

2.       To ratify or reject the selection of Arthur Andersen LLP as            
the Trust's independent public accountants for the current    
fiscal year; and                                              

3.       To transact any other business, not currently contemplated,            
that may properly come before the meeting in the discretion   
of the proxies or their substitutes.                          

      Shareholders of record at the close of business on May 19, 1997, are
entitled to notice of and to vote at this meeting or any adjournment thereof.   

                                        By Order of the Board of Trustees,

                         /s/ Tina D. Hosking
                     Tina D. Hosking
June 5, 1997                               Secretary                            

------------------------------------------------------------------------------- 

Please execute the enclosed proxy and return it promptly in the enclosed        
envelope, thus avoiding unnecessary expense and delay. 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.                              

DEFS14A
5th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 5th
 PRAGMA INVESTMENT TRUST

 SPECIAL MEETING OF SHAREHOLDERS

 TO BE HELD ON JULY 17, 1997
------------------------------------------------------------------------------- 

 PROXY STATEMENT
------------------------------------------------------------------------------- 

       This proxy statement is furnished in connection with the solicitation
by the Board of Trustees of PRAGMA Investment Trust (the "Trust") of proxies for
use at the special meeting of shareholders or at any adjournment thereof. The   
proxy statement and form of proxy were first mailed to shareholders on or about 
June 5, 1997.                                                                   

        The purpose of the meeting is the election of eight individuals to the
Board of Trustees in accordance with the requirements of the Investment Company 
Act of 1940 (the "1940 Act"). Shareholders are also being asked to ratify the   
selection of Arthur Andersen LLP as the Trust's independent public accountants. 

       A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly  
executed which has no voting instructions to a proposal will be voted for that  
proposal. A shareholder may revoke a proxy at any time prior to use by filing   
with the Secretary of the Trust an instrument revoking the proxy, by submitting 
a proxy bearing a later date, or by attending and voting at the meeting.        

         The cost of the solicitation, including the printing and mailing of the
proxy materials, will be borne by the Trust's investment adviser, PRAGMA, Inc.  
(the "Adviser"). In addition to solicitation through the mails, proxies may be  
solicited by officers, employees and agents of the Trust, at the expense of the 
Adviser without cost to the Trust. Such solicitation may be by telephone,       
facsimile or otherwise. The Adviser will reimburse brokers, custodians, nominees
and fiduciaries for the reasonable expenses incurred by them in connection with 
forwarding solicitation materials to the beneficial owners of shares held of    
record by such persons.                                                         

       ANNUAL REPORTS FOR THE FISCAL YEAR ENDED MARCH 31, 1997 ARE AVAILABLE
AT NO CHARGE BY WRITING TO THE TRUST AT P.O. BOX 5354, CINCINNATI, OHIO         
45201-5354, OR BY CALLING THE TRUST NATIONWIDE (TOLL-FREE) 800-738-2065.        

DEFS14A
6th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 6th
OUTSTANDING SHARES AND VOTING REQUIREMENTS                                      

       The Board of Trustees has fixed the close of business on May 19, 1997
(the "Record Date") as the record date for the determination of shareholders    
entitled to notice of and to vote at the special meeting of shareholders or any 
adjournment thereof. On the Record Date, there were 411,421.444 shares of       
beneficial interest, no par value, of the Trust outstanding. All full shares of 
the Trust are entitled to one vote, with proportionate voting for fractional    
shares.                                                                         

       On the Record Date, G&T Co. Southwest Securities, Inc. Profit Sharing
Plan, FBO William Felder, 1201 Elm Street, Suite 3500, Dallas, Texas 75270,     
owned of record 30,000.002 or 7.3% of the outstanding shares of the Trust; Texas
Retina Associates Profit Sharing Trust, 7150 Greenville Avenue, Suite 400,      
Dallas Texas, 75231, owned of record 31,082.860 or 7.6% of the outstanding      
shares of the Trust; and Joyce T. Alban, 4224 Belclaire Avenue, Dallas, Texas   
75225, owned of record 26,018.080 or 6.3% of the outstanding shares of the      
Trust. No other person owned of record and, according to information available  
to the Trust, no other person owned beneficially 5% or more of the Trust's      
outstanding shares on the Record Date (other than certain members of the Board  
of Trustees as disclosed on the following page).                                

       If a quorum (more than 50% of the outstanding shares of the Trust) is
represented at the meeting, the vote of a plurality of the Trust's shares       
represented at the meeting is required for the election of trustees (Item I).   
The vote of a simple majority of the shares voted is required for the           
ratification of the selection of Arthur Andersen LLP as the Trust's independent 
public accountants (Item II). If a quorum is present at the meeting but         
sufficient votes to approve any matter are not received, the persons named as   
proxies may propose one or more adjournments of the meeting to permit further   
solicitation of proxies. Any such adjournment will require the affirmative vote 
of a majority of those shares represented at the meeting in person or by proxy. 
A shareholder vote may be taken on one or more of the proposals in this proxy   
statement prior to any such adjournment if sufficient votes have been received  
and it is otherwise appropriate. Abstentions and "broker non-votes" are counted 
for purposes of determining whether a quorum is present but do not represent    
votes cast with respect to a proposal. "Broker non-votes" are shares held by a  
broker or nominee for which an executed proxy is received by the Trust, but are 
not voted as to one or more proposals because instructions have not been        
received from the beneficial owners or persons entitled to vote and the broker  
or nominee does not have discretionary voting power.                            

 - 2 -

DEFS14A
7th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 7th
       The trustees of the Trust intend to vote all their shares in favor of
the proposals described herein. On the Record Date, all Trustees and Officers as
a group owned of record or beneficially 46.7% of the outstanding shares of the  
Trust.                                                                          

I.       ELECTION OF TRUSTEES                                                   

     Eight nominees are to be elected, each to serve until his successor is duly
elected and shall qualify. The current trustees reserve the right to substitute 
another person or persons of their choice as nominee or nominees if a nominee is
unable to serve as a trustee at the time of the meeting for any reason. Nothing,
however, indicates that such a situation will arise. The following table sets   
forth certain information regarding each nominee for election as a trustee by   
shareholders. John H. Alban, Jr. is the father of John H. Alban III.            

Name and Principal                            Amount of                         
Occupation During                             Beneficial     Compensation       
the Past Five Years                           Ownership      During the         
and Directorships of               Trustee    of Shares of   Fiscal Year Ended  
Public Companies           Age     Since      the Trust(1)   March 31, 1997     
--------------------       ---     -------    -------------  --------------     

*JOHN H. ALBAN, JR.        62      1996       100,060.120         None          
Chairman of PRAGMA,                           shares or                         
Inc. (the investment                          24.3%                             
adviser to the Trust)                                                           

*JOHN H. ALBAN III         33      1996       27,280.892          None          
President of PRAGMA,                          shares or                         
Inc.                                          6.6%                              

TED C. HAGER               62      1996       **                  None          
President of Hager                                                              
Containers, Inc.                                                                
(a manufacturer of                                                              
shipping containers).                                                           

DR. WILLIAM L. HUTTON      56      1996       15,062.228          None          
Physician/Vice                                shares or                         
President of Texas                            3.7%                              
Retina Associates.                                                              
He also is Chief                                                                
Executive Officer                                                               
of Medsynergies,                                                                
Inc. and President                                                              
of Quality Vision                                                               
Network.                                                                        

DR. WILLIAM B. SNYDER      65      1996       39,628.179          None          
Physician/Partner                             shares or                         
of Texas Retina                               9.6%                              
Associates.                                                                     

 - 3 -

DEFS14A
8th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 8th
Name and Principal                            Amount of                         
Occupation During                             Beneficial     Compensation       
the Past Five Years                           Ownership      During the         
and Directorships of               Trustee    of Shares of   Fiscal Year Ended  
Public Companies           Age     Since      the Trust(1)   March 31, 1997     
--------------------       ---     -------    -------------  --------------     

JAMES C. TAPPAN            61      1996       8,954.669           None          
Chairman of Milnot                            shares or                         
Company ( a food                              2.2%                              
manufacturing                                                                   
company).  He is                                                                
also President of                                                               
Tappan Capital                                                                  
Partners (an equity                                                             
investment partnership)                                                         
and a Director of                                                               
Columbia Mutual Life                                                            
(an insurance company)                                                          
and A.T. Cross (a                                                               
writing instruments                                                             
company). He formerly                                                           
was Chairman of Bentley                                                         
Mills (a fine carpet                                                            
company).                                                                       

JOHN ROBERT THOMAS         32      1996       **                  None          
Vice President -                                                                
Development of                                                                  
Medsynergies, Inc.                                                              
He formerly was Vice                                                            
President - Healthcare                                                          
of Bank One Texas, N.A.                                                         
and Assistant Vice                                                              
President - Corporate                                                           
of Texas Commerce Bank.                                                         

JOHN B. LAMB               35      Nominee    **                  None          
Senior Vice President -                                                         
Loan Officer of                                                                 
NationsBank of Texas, N.A.                                                      

(1)  Voting and investment power as of May 19, 1997.                            

*        John H. Alban, Jr. and John H. Alban III, as affiliated persons        
  of PRAGMA, Inc., the Trust's investment adviser, are "interested
 persons" of the Trust within the meaning of Section 2(a)(19) of
 the 1940 Act.  Mr. Alban, Jr. and Mr. Alban III may directly or
indirectly receive benefits from the advisory fees paid to    
PRAGMA, Inc. as a result of such affiliation.                 

**       Ted C. Hager, John Robert Thomas and John B. Lamb each own of          
  record or beneficially less than 1% of the outstanding shares of
the Trust.                                                    

 - 4 -

DEFS14A
9th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 9th
        All nominees have consented to being named in this proxy statement and
have agreed to serve if elected.                                                

         The Trust has an Audit Committee currently consisting of Mr. Hager, Dr.
Hutton, Dr. Snyder, Mr. Thomas and Mr. Tappan, its Chairman. If all of the      
nominees to serve on the Board are elected by shareholders, it is anticipated   
that Mr. Lamb will be added as a sixth member of the Audit Committee. The Audit 
Committee makes recommendations to the Board of Trustees concerning the         
selection of the Trust's independent public accountants, reviews with such      
accountants the scope and results of the Trust's annual audit and considers any 
comments which the accountants may have regarding the Trust's financial         
statements or books of account.                                                 

         During the fiscal year ended March 31, 1997, the Board of Trustees held
four meetings and the Audit Committee held one meeting. During such fiscal year,
each trustee attended at least 75% of the aggregate of (i) the total number of  
meetings of the Board of Trustees (held during the period during which he has   
been a trustee) and (ii) the total number of meetings held by the committee of  
the Board of Trustees on which he served.                                       

         EXECUTIVE OFFICERS. The Trust's executive officers are set forth below.
The business address of Robert G. Dorsey, Mark J. Seger and Tina D. Hosking is  
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202.                          

Name and Principal Occupation                 Officer       Position with       
During the Past Five Years          Age       Since         the Trust           
-----------------------------       ---       -------       -------------       
JOHN H. ALBAN, JR.                  62        1996          Chairman            
(see page 3)                                                                    

JOHN H. ALBAN, III                  33        1996          President           
(see page 3)                                                                    

ROBERT G. DORSEY                    40        1996          Vice President      
President and Treasurer                                                         
of Countrywide Fund                                                             
Services, Inc. (a                                                               
registered transfer                                                             
agent) and Treasurer of                                                         
Countrywide Investments,                                                        
Inc. (a registered                                                              
broker-dealer and                                                               
investment adviser) and                                                         
Countrywide Financial                                                           
Services, Inc. (a                                                               
financial services                                                              
company and parent of                                                           
Countrywide Fund Services,                                                      
Inc. and Countrywide                                                            
Investments, Inc.).                                                             

 - 5 -

DEFS14A
10th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 10th
Name and Principal Occupation                 Officer       Position with       
During the Past Five Years          Age       Since         the Trust           
-----------------------------       ---       -------       -------------       

ROBERT G. DORSEY (cont.)                                                        
He is also Vice President                                                       
of Brundage, Story and Rose                                                     
Investment Trust, Markman                                                       
MultiFund Trust, Capitol Square                                                 
Funds, Dean Family of Funds,                                                    
The New York State Opportunity                                                  
Funds and Maplewood Investment                                                  
Trust and Assistant Vice President                                              
of Interactive Investments, Fremont                                             
Mutual Funds, Inc., Schwartz                                                    
Investment Trust, The Tuscarora                                                 
nvestment Trust, Williamsburg                                                   
Investment Trust and The Gannett                                                
Welsh & Kotler Funds (all of which                                              
are registered investment companies).                                           

TINA D. HOSKING                     28        1996          Secretary           
Assistant Vice President                                                        
and Counsel of Countrywide                                                      
Fund Services, Inc. She is                                                      
also Secretary of Capitol                                                       
Square Funds, The New York                                                      
State Opportunity Funds and                                                     
Dean Family of Funds, and                                                       
Assistant Secretary of The                                                      
Gannett Welsh & Kotler Funds                                                    

MARK J. SEGER                       35        1996          Treasurer           
Vice President and Fund                                                         
Controller of Countrywide                                                       
Fund Services, Inc.  He is                                                      
also Treasurer of Countrywide                                                   
Investment Trust, Countrywide                                                   
Tax-Free Trust, Countrywide                                                     
Strategic Trust, Williamsburg                                                   
Investment Trust, Markman                                                       
MultiFund Trust, Brundage, Story                                                
and Rose Investment Trust,                                                      
Maplewood Investment Trust, a                                                   
series company, The Thermo                                                      
Opportunity Fund, Inc., The New                                                 
York State Opportunity Funds, Dean                                              
Family of Funds and Capitol Square                                              
Funds, Assistant Treasurer of                                                   
Schwartz Investment Trust, The                                                  
Tuscarora Investment Trust, The                                                 
Gannett Welsh & Kotler Funds and                                                
Interactive Investments and                                                     
Assistant Secretary of Fremont                                                  
Mutual Funds, Inc.                                                              

 - 6 -

DEFS14A
11th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 11th
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS                              

         Arthur Andersen LLP has been selected as the Trust's independent public
accountants for the current fiscal year by the Board of Trustees, including a   
majority of the trustees who are not interested persons of the Trust as defined 
by the 1940 Act. The employment of Arthur Andersen LLP is conditional upon the  
right of the Trust, by a vote of a majority of its outstanding shares, to       
terminate the employment without any penalties.                                 

 Arthur Andersen LLP has acted as the Trust's independent public
accountants since its inception in 1996. If the Fund's shareholders do not      
ratify the selection of Arthur Andersen LLP, other certified public accountants 
will be considered for selection by the Board of Trustees.                      

       Representatives of Arthur Andersen LLP are not expected to be present
at the meeting, although they will have an opportunity to attend and to make a  
statement, if they desire to do so. If representatives of Arthur Andersen LLP   
are present, they will be available to respond to appropriate questions from    
shareholders.                                                                   

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION OF      
ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.                          

 - 7 -

DEFS14A
Last Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 12th
III.     OTHER BUSINESS                                                         

    The proxy holders have no present intention of bringing any matter
before the meeting other than that specifically referred to above or matters in 
connection with or for the purpose of effecting the same. Neither the proxy     
holders nor the Board of Trustees are aware of any matters which may be         
presented by others. If any other business shall properly come before the       
meeting, the proxy holders intend to vote thereon in accordance with their best 
judgment.                                                                       

Any shareholder proposal intended to be presented at the next 
shareholder meeting must be received by the Trust for inclusion in its proxy    
statement and form of proxy relating to such meeting at a reasonable time before
the solicitation of proxies for the meeting is made.                            

                                       By Order of the Board of Trustees

                         /s/ Tina D. Hosking
                     Tina D. Hosking
               Secretary

Date:  June 5, 1997                                                             

------------------------------------------------------------------------------- 
Please complete, date and sign the enclosed proxy and return it promptly in the 
enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 

 - 8 -

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
For Period End:		7/17/97		1		5
Filed on:		6/5/97		1		12
		5/19/97		4		8
		3/31/97		5		9			24F-2NT,  N-30D,  NSAR-B
									List all Filings