SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Asset Allocation Portfolios - Asset Allocation Portfolio 200,
Asset Allocation Portfolio 300, Asset Allocation
Portfolio 400 and Asset Allocation Portfolio 500
(Name of Registrant as Specified In Its Charter)
Susan Jakuboski
(Name of Person(s) Filing Proxy Statement)
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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
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PRELIMINARY PROXY MATERIALS
NOT FOR DISTRIBUTION
ASSET ALLOCATION PORTFOLIO 200,
ASSET ALLOCATION PORTFOLIO 300,
ASSET ALLOCATION PORTFOLIO 400 AND
ASSET ALLOCATION PORTFOLIO 500
Elizabethan Square
George Town, Grand Cayman, BWI
Telephone: (345) 945-1824
NOTICE OF SPECIAL MEETING OF HOLDERS OF BENEFICIAL INTERESTS
To be held October 21, 1997
A Special Meeting of Holders of Beneficial Interests in Asset Allocation
Portfolio 200, Asset Allocation Portfolio 300, Asset Allocation Portfolio 400
and Asset Allocation Portfolio 500, will be held at the offices of Signature
Financial Group (Cayman), Ltd., Elizabethan Square, George Town, Grand Cayman,
BWI, on Tuesday, October 21, 1997 at 11:00 a.m., local time, for the following
purposes:
ITEM 1. To vote on the transfer by each Portfolio of all of its
assets to multiple new or existing investment companies in
exchange for interests in those investment companies, followed
by the dissolution of the Portfolios.
ITEM 2. To vote on an amendment to the fundamental investment policies
of each Portfolio to allow the assets of that Portfolio to be
invested in one or more investment companies to the extent not
prohibited by the Investment Company Act of 1940, the rules and
regulations thereunder, and exemptive orders granted under
such Act.
ITEM 3. To vote on the selection of Price Waterhouse as the independent
certified public accountants for each Portfolio.
ITEM 4. To transact such other business as may properly come before the
Special Meeting of Holders of Beneficial Interests and any
adjournments thereof.
THE BOARD OF TRUSTEES OF THE PORTFOLIOS RECOMMENDS THAT YOU VOTE IN FAVOR
OF ITEMS 1 THROUGH 4.
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Only holders of beneficial interests of record on August 18, 1997 will be
entitled to vote at the Special Meeting of Holders of Beneficial Interests and
at any adjournments thereof.
Susan Jakuboski, Assistant Secretary
September [__], 1997
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING
AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE
OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE
AND IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
PRELIMINARY PROXY MATERIALS
NOT FOR DISTRIBUTION
ASSET ALLOCATION PORTFOLIO 200,
ASSET ALLOCATION PORTFOLIO 300,
ASSET ALLOCATION PORTFOLIO 400 AND
ASSET ALLOCATION PORTFOLIO 500
Elizabethan Square
George Town, Grand Cayman, BWI
Telephone: (345) 945-1824
PROXY STATEMENT
This Proxy Statement and Notice of Special Meeting with accompanying form
of proxy are being furnished in connection with the solicitation of proxies by
the Board of Trustees of Asset Allocation Portfolio 200, Asset Allocation
Portfolio 300, Asset Allocation Portfolio 400 and Asset Allocation Portfolio
500, for use at a Special Meeting of Holders of Beneficial Interests in these
Portfolios, or any adjournment thereof, to be held at the offices of Signature
Financial Group (Cayman), Ltd., Elizabethan Square, George Town, Grand Cayman,
BWI, on Tuesday, October 21, 1997 at 11:00 a.m., local time. The Meeting is
being held to vote on a proposed transfer of all of the assets of the
Portfolios and certain other matters, as described below and in the
accompanying Notice of Special Meeting.
The close of business on August 18, 1997 has been fixed as the Record Date
for the determination of holders of beneficial interests entitled to notice of
and to vote at the Meeting. $152,229,093 of beneficial interests in Asset
Allocation Portfolio 200, $312,692,684 of beneficial interests in Asset
Allocation Portfolio 300, $418,887,664 of beneficial interests in Asset
Allocation Portfolio 400 and $174,451,171 of beneficial interests in Asset
Allocation Portfolio 500 were outstanding as of the close of business on the
Record Date. Holders of record at the close of business on the Record Date will
be entitled to vote in the proportion that their beneficial interests in each
Portfolio bear to the total beneficial interests in that Portfolio.
The Portfolios' Annual Report for the fiscal year ended December 31, 1996,
including audited financial statements, has previously been sent to holders of
beneficial interests and is available without charge upon request by calling
the Portfolios at (345) 945-1824.
This Proxy Statement and Notice of Special Meeting with accompanying form
of proxy are being mailed by the Board of Trustees on or about September 30,
1997.
MANNER OF VOTING PROXIES AND VOTE REQUIRED
If the accompanying form of proxy is executed properly and returned,
interests represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. Holders of beneficial interests in each Portfolio
will vote separately with respect to each Item other than Item 3, where
investors in the Portfolios will vote together as a single class. If no
instructions are specified, all beneficial interests in each Portfolio will be
voted FOR proposed Items 1, 2 and 3. If the enclosed form of proxy is executed
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and returned, it may nevertheless be revoked prior to its exercise by a signed
writing delivered at the Meeting or filed with the Secretary of the Portfolios.
If sufficient votes to approve the proposed Items 1, 2 and 3 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 interests voted at the
Meeting. When voting on a proposed adjournment, the persons named as proxies
will vote all interests that they are entitled to vote with respect to Items 1,
2 and 3 FOR the proposed adjournment, unless directed to disapprove the Item,
in which case such interests will be voted against the proposed adjournment.
With respect to each Portfolio, the presence in person or by proxy of the
holders of interests representing a majority of the outstanding beneficial
interests in that Portfolio entitled to vote is required to constitute a quorum
at the Meeting for purposes of voting on Items 1, 2 and 3. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions will be treated as interests that are present but which have not
been voted. For this reason, abstentions will have the effect of a "no" vote
for purposes of obtaining the requisite approval of Items 1, 2 and 3.
GENERAL BACKGROUND
The Portfolios are asset allocation funds managed by Citibank, N.A.
("Citibank"). Citibank allocates each Portfolio's assets among equity, fixed
income and money market instruments in different proportions that correspond to
the Portfolios' investment objectives and their levels of potential risk and
return. Citibank generally diversifies the equity investments of each Portfolio
among large capitalization securities, small capitalization securities and
international securities. Citibank generally diversifies the fixed income
securities of each Portfolio among U.S. and non-U.S. government and corporate
bonds. There is, however, no requirement that each Portfolio invest in all of
these types of equity and fixed income securities at all times.
CURRENT STRUCTURE
The Portfolios currently are organized in a two-tier, master/feeder
structure. Certain feeder funds (called "Funds") invest all of their investable
assets in a corresponding Portfolio with the same investment objective and
policies as that Fund. Each Portfolio buys, holds and sells securities in
accordance with its objective and policies. Each Fund may withdraw its
investment in its Portfolio at any time, and will do so when the Fund's
Trustees believe that withdrawal would be in the best interests of the Fund's
shareholders.
The assets of each Portfolio currently are allocated among up to eight
types of securities, or asset classes. These asset classes are: large
capitalization growth securities, large capitalization value securities, small
capitalization growth securities, small capitalization value securities,
international equity securities, U.S. fixed income securities, foreign
government securities, and money market securities. Citibank manages certain of
these asset classes itself, and employs and supervises subadvisers for the
remaining asset classes. Currently, Citibank manages the large capitalization
growth, small capitalization growth, U.S. fixed income and money market asset
classes. The following subadvisers currently manage the asset classes
indicated: large capitalization value securities, Miller Anderson & Sherrerd,
LLP; small capitalization value securities, Franklin Advisory Services, Inc.;
international equity securities, Hotchkis and Wiley; and foreign government
<PAGE>
securities, Pacific Investment Management Company. Citibank may terminate the
services of any subadviser at any time, and may assume management of that
subadviser's asset class; however, the hiring of any new subadviser currently
requires investor approval.
Under this existing structure, Citibank and each subadviser manage the
assets in each asset class for each Portfolio separately. This means, for
example, that Citibank manages four pools of assets consisting of large
capitalization growth securities, one for each Portfolio. Because the assets of
each Portfolio currently are allocated among up to eight types of securities,
and because there are four Portfolios, Citibank and the subadvisers currently
manage a total of 32 separate pools of assets. This structure is
administratively burdensome and expensive for the Portfolios. In addition,
because of the separate pools of assets, the Portfolios are limited in their
ability to take advantage of economies of scale of asset management.
PROPOSED STRUCTURE
Until recently, mutual funds could not invest their assets in more than
one other registered investment company without obtaining exemptive relief from
the Securities and Exchange Commission. Recent amendments to the Investment
Company Act of 1940 (the "1940 Act") now permit funds to invest their assets in
multiple registered investment companies so long as the investment companies
hold themselves out to investors as related companies for purposes of
investment and investor services.
In order to take advantage of this change in law and any future changes in
law on this topic, the Portfolios are proposing the following restructuring:
multiple new or existing investment companies ("New Portfolios") will be
created or utilized, each corresponding to a particular asset class of the
existing Portfolios or any additional asset class in which the Funds are
permitted to invest. Each Portfolio will contribute each of its securities to
that New Portfolio representing the asset class for that particular security
(e.g., foreign bonds will be contributed to the New Portfolio which will invest
in foreign bonds and related investments). In exchange, each Portfolio will
receive an interest in the New Portfolio to which the contribution was made.
The Portfolios will then dissolve, and will distribute to their investors,
including the Funds, interests in the New Portfolios. As a result, each Fund
will invest all of its investable assets in the New Portfolios. After giving
effect to the restructuring, Citibank will perform its asset allocation
services at the Fund level; these services currently are performed at the
Portfolio level.
Under this proposed structure, Citibank and each subadviser will manage
the assets in each asset class in a single pool. This means, for example, that
Citibank will manage all large cap growth securities for all of the Funds in a
single New Portfolio. If the Funds' assets continue to be allocated among eight
types of securities, Citibank and the subadvisers would manage a total of
eight, as opposed to 32, separate pools of assets.
After the proposed restructuring, the Funds will continue to be organized
in a two-tier structure. Each Fund will invest its assets in multiple New
Portfolios, instead of a single Portfolio. The restructuring is illustrated by
the chart attached hereto as EXHIBIT A.
The Portfolios' Trustees believe that this restructuring is in the best
interests of holders of beneficial interests in the Portfolios. The Trustees
will implement the restructuring for each Portfolio if holders of beneficial
interests in that Portfolio and each other Portfolio approve each of the
proposals in Items 1 and 2 below.
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In the event that the proposals in Items 1 and 2 below do not receive the
requisite investor approval for any Portfolio, the Trustees will consider
possible alternatives, which might include resubmission of the proposals for
approval by holders of beneficial interests in that Portfolio.
ITEM 1. TO VOTE ON THE TRANSFER BY EACH PORTFOLIO OF ALL OF ITS ASSETS
TO MULTIPLE NEW OR EXISTING INVESTMENT COMPANIES IN EXCHANGE FOR
INTERESTS IN THOSE INVESTMENT COMPANIES, FOLLOWED BY THE
DISSOLUTION OF THE PORTFOLIOS.
It is intended that proxies submitted by holders of beneficial interests
in the Portfolios not limited to the contrary will be voted in favor of each
Portfolio transferring all of its assets to multiple new or existing investment
companies in exchange for interests in those investment companies, followed by
the dissolution of the Portfolios. This transfer will permit the Funds'
restructuring to take place. See "General Background" above.
Section 10.5 of the Declaration of Trust of the Portfolios provides that
any sale, conveyance, assignment, exchange or other disposition of all or
substantially all of the assets belonging to a particular Portfolio requires
approval by holders of beneficial interests in that Portfolio at a meeting
called for the purpose of voting on such sale, conveyance, assignment, exchange
or other disposition. The Portfolios' Board of Trustees believe that the
transfer to the New Portfolios is the best interests of the holders of
beneficial interests in each Portfolio.
VOTE REQUIRED
The affirmative vote of investors holding 67% or more of the outstanding
interests in a Portfolio which are present at the Meeting if the holders of
more than 50% of such interests are present in person or by proxy, or more than
50% of the outstanding interests in the Portfolio, whichever is less (a
"Majority Holder Vote"), is required for approval of the transfer of assets by
the Portfolio to the New Portfolios.
THE BOARD OF TRUSTEES OF THE PORTFOLIOS UNANIMOUSLY RECOMMENDS THAT THE
HOLDERS OF BENEFICIAL INTERESTS IN EACH PORTFOLIO VOTE FOR APPROVAL OF THE
PROPOSED TRANSFER TO THE NEW PORTFOLIOS.
ITEM 2. TO VOTE ON AN AMENDMENT TO THE FUNDAMENTAL INVESTMENT POLICIES
OF EACH PORTFOLIO TO ALLOW THE ASSETS OF THAT PORTFOLIO TO BE
INVESTED IN ONE OR MORE INVESTMENT COMPANIES TO THE EXTENT NOT
PROHIBITED BY THE 1940 ACT, THE RULES AND REGULATIONS
THEREUNDER, AND EXEMPTIVE ORDERS GRANTED UNDER SUCH ACT.
Each Portfolio has adopted certain fundamental investment restrictions
which, as a matter of law, cannot be changed without investor approval. As
noted above, recent amendments to the 1940 Act permit mutual funds to invest
their investable assets in multiple investment companies so long as certain
conditions are met. There may be future amendments to the 1940 Act affecting
mutual funds' ability to invest in other funds.
In order to take advantage of the flexibility of current and future
applicable law and regulation and to permit the Portfolios to enter into the
<PAGE>
restructuring, it is proposed that each of the fundamental investment
restrictions listed in EXHIBIT B be amended as indicated in that Exhibit.
The Trustees believe that the proposed amendments to the fundamental
investment policies are in the best interests of the holders of beneficial
interests in each Portfolio.
VOTE REQUIRED
Because the investment restrictions in EXHIBIT B are fundamental policies
of each Portfolio, approval of this proposal with respect to a Portfolio will
require a Majority Holder Vote of the holders of beneficial interests in that
Portfolio.
THE BOARD OF TRUSTEES OF THE PORTFOLIOS UNANIMOUSLY RECOMMENDS THAT THE
HOLDERS OF BENEFICIAL INTERESTS IN EACH PORTFOLIO VOTE FOR APPROVAL OF THE
PROPOSED AMENDMENT TO THE PORTFOLIO'S FUNDAMENTAL INVESTMENT POLICIES, TO ALLOW
THE ASSETS OF EACH PORTFOLIO TO BE INVESTED IN ONE OR MORE INVESTMENT COMPANIES
TO THE EXTENT NOT PROHIBITED BY THE 1940 ACT.
ITEM 3. TO VOTE ON THE SELECTION OF PRICE WATERHOUSE AS THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR EACH PORTFOLIO.
It is intended that proxies cast by each Portfolio's holders of beneficial
interests not limited to the contrary will be voted in favor of ratifying the
selection, by a majority of the Trustees of the Portfolios who are not
"interested persons" (as that term is defined in the 1940 Act) of the
Portfolios, of Price Waterhouse under Section 32(a) of the 1940 Act as
independent public accountants, to certify every financial statement of each
Portfolio required by any law or regulation to be certified by independent
public accountants and filed with the Securities and Exchange Commission in
respect of all or any part of the fiscal year of the Portfolio ending December
31, 1997 (or, subject to obtaining favorable rulings from the Internal Revenue
Service, such earlier date as coincides with the restructuring described under
"General Background"). Price Waterhouse has no direct or material indirect
interest in any Portfolio.
Price Waterhouse has served as the Portfolios' independent certified
public accountants since their commencement of operations, providing audit
services and consultation with respect to the preparation of filings with the
Securities and Exchange Commission.
Representatives of Price Waterhouse are not expected to be present at the
Meeting.
VOTE REQUIRED
Approval of this proposal with respect to a Portfolio will require
approval by the holders of a majority of the outstanding beneficial interests
in the Portfolios, taken together as a single class, which are present at the
Meeting in person or by proxy.
THE BOARD OF TRUSTEES OF THE PORTFOLIOS UNANIMOUSLY RECOMMENDS THAT THE
HOLDERS OF BENEFICIAL INTERESTS IN EACH PORTFOLIO VOTE FOR APPROVAL OF PRICE
WATERHOUSE AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THAT PORTFOLIO.
<PAGE>
ITEM 4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
SPECIAL MEETING OF HOLDERS OF BENEFICIAL INTERESTS AND ANY
ADJOURNMENTS THEREOF.
The management of the Portfolios 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 (if not limited to the
contrary) will be voted in accordance with the judgment of the persons named in
the enclosed form of proxy.
INTERESTS OF CERTAIN PERSONS
As of the Record Date, the Trustees and officers of the Portfolios,
individually and as a group, owned beneficially or had the right to vote less
than 1% of the outstanding interests in any of the Portfolios or shares of any
of the Funds.
As of the Record Date, to the best knowledge of the Portfolios, the
following entities beneficially owned 5% or more of the outstanding beneficial
interests in the Portfolios:
Amount of
Name of Beneficial Percentage
Beneficial Owner Ownership Interest
Asset Allocation Portfolio 200:
CitiSelectSM Folio 200 . . . . . . . . . .$143,183,647 94.1%
CitiSelect Ltd Folio 200 . . . . . . . . .$ 9,045,446 5.9%
Asset Allocation Portfolio 300:
CitiSelectSM Folio 300 . . . . . . . . . .$292,229,617 93.5%
CitiSelectSM Ltd Folio 300 . . . . . . . . $20,463,067 6.5%
Asset Allocation Portfolio 400:
CitiSelectSM Folio 400 . . . . . . . . . .$403,332,164 96.3%
CitiSelectSM Ltd Folio 400 . . . . . . . . $15,555,500 3.7%
Asset Allocation Portfolio 500:
CitiSelectSM Folio 500 . . . . . . . . . .$170,359,839 97.7%
CitiSelectSM Ltd Folio 500 . . . . . . . . $4,091,332 2.3%
The address of each of CitiSelect Folio 200, CitiSelect Folio 300,
CitiSelect Folio 400 and CitiSelect Folio 500 is c/o Signature Financial Group
Inc., 6 St. James Avenue, Boston Massachusetts 02116. The address of each of
CitiSelect Ltd Folio 200, CitiSelect Ltd Folio 300, CitiSelect Ltd Folio 400
and CitiSelect Ltd Folio 500, is c/o Cititrust (Bahamas) Limited, Thompson
Blvd., Nassau, Bahamas, Attn.: M. Carmen Butler.
ADDITIONAL INFORMATION
Each Portfolio is a series of Asset Allocation Portfolios (the "Trust"), a
diversified, open-end registered investment company organized as a New York
trust under a Declaration of Trust dated as of December 14, 1995. The
Portfolios were designated as separate series of the Trust on December 14,
1995. The mailing address of the Trust is Elizabethan Square, George Town,
Grand Cayman, BWI.
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The cost of soliciting proxies in the accompanying form, which is expected
to be about $[__________], will be borne by Citibank. In addition to
solicitation by mail, proxies may be solicited by the Board of Trustees,
officers, and regular employees and agents of the Portfolios without
compensation therefor.
The Portfolios' placement agent is The Landmark Funds Broker-Dealer
Services, Inc., c/o Signature Financial Group (Cayman), Ltd., Elizabethan
Square, George Town, Grand Cayman, BWI. State Street Bank and Trust Company
("State Street") acts as custodian for each Portfolio. The principal business
address of State Street is 225 Franklin Street, Boston, Massachusetts 02110.
Signature Financial Services, Inc. ("SFSI") provides transfer agency services
to each Portfolio. The principal business address of SFSI is 6 St. James
Avenue, Boston, Massachusetts 02116. Citibank provides administrative services
to the Portfolios pursuant to Management Agreements.
SUBMISSION OF CERTAIN PROPOSALS
The Trust is a trust formed under the laws of the State of New York, and
as such is not required to hold annual meetings of holders of beneficial
interests, although special meetings may be called for the Portfolios, or for
the Trust as a whole, for purposes such as electing Trustees or removing
Trustees, changing fundamental policies, or approving an advisory contract.
Proposals of holders of beneficial interests to be presented at any subsequent
meeting of holders of beneficial interests must be received by the Trust at the
Trust's office within a reasonable time before the proxy solicitation is made.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY
PROMPTLY.
By Order of the Board of Trustees,
Susan Jakuboski, Assistant Secretary
September [__], 1997
<PAGE>
EXHIBIT A
Description of Chart
Heading above chart on top half of page: "Before Restructuring: Each Fund
invests all of its investable assets in an Old Portfolio."
Top half of page
Four small boxes across top of page. Each box contains the name of one fund.
The boxes contain the following names (from left to right): CitiSelect Folio
200, CitiSelect Folio 300, CitiSelect Folio 400, and CitiSelect Folio 500.
A large box is under each of the four small boxes. An arrow connects each small
box with the large box beneath it. The large box to the far left contains the
heading "Old Portfolio" with the following names listed from top to bottom:
Large Cap Growth Securities, Small Cap Growth Securities, Large Cap Value
Securities, Small Cap Value Securities, Intermediate Income Securities,
International Securities, Foreign Government Bonds, and Short-Term Securities.
The second large box from the left includes the heading "Old Portfolio" with
the following names listed from top to bottom: Large Cap Growth Securities,
Small Cap Growth Securities, Large Cap Value Securities, Small Cap Value
Securities, Intermediate Income Securities, International Securities, Foreign
Government Bonds, and Short-Term Securities. The third large box from the left
includes the heading "Old Portfolio" with the following names listed from top
to bottom: Large Cap Growth Securities, Small Cap Growth Securities, Large Cap
Value Securities, Small Cap Value Securities, Intermediate Income Securities,
International Securities, Foreign Government Bonds, and Short-Term Securities.
The large box to the far right side of the page includes the heading "Old
Portfolio" with the following names listed from top to bottom: Large Cap Growth
Securities, Small Cap Growth Securities, Large Cap Value Securities, Small Cap
Value Securities, Intermediate Income Securities, International Securities,
Foreign Government Bonds, and Short-Term Securities.
Bottom half of page
Heading above chart on bottom half of page: "After Restructuring: Each Fund
invests all of its investable assets in multiple new portfolios."
Four rectangular boxes across bottom of page. Each box includes the name of one
fund. The names of the individual funds included in each box are (from left to
right): CitiSelect Folio 200, CitiSelect Folio 300, CitiSelect Folio 400, and
CitiSelect Folio 500. Eight square boxes are situated across the bottom of the
page under the four rectangular boxes. Each of the eight boxes contains the
heading "New Portfolio." In each of the eight boxes under the "New Portfolio"
heading is the name of a portfolio. The names of the portfolios in the boxes
are (from left to right): Large Cap Growth Securities, Small Cap Growth
Securities, Large Cap Value Securities, Small Cap Value Securities,
Intermediate Income Securities, International Securities, Foreign Government
Bonds, and Short-Term Securities. Arrows connect each of the four rectangular
boxes with the eight square boxes beneath it.
<PAGE>
EXHIBIT B
Added text appears in brackets.
FUNDAMENTAL INVESTMENT RESTRICTIONS PROPOSED TO BE AMENDED
UNDER ITEM 2.
(3) Purchase securities of any issuer if such purchase at the time
thereof would cause with respect to 75% of the total assets of the
Portfolio more than 10% of the voting securities of such issuer to be
held by the Portfolio, [except that the Portfolio may invest all or
any portion of its assets in one or more investment companies, to the
extent not prohibited by the 1940 Act, the rules and regulations
thereunder, and exemptive orders granted under such Act].
(4) Purchase securities of any issuer if such purchase at the time
thereof would cause as to 75% of the Portfolio's total assets more
than 5% of the Portfolio's assets (taken at market value) to be
invested in the securities of such issuer (other than securities or
obligations issued or guaranteed by the United States, any state or
political subdivision thereof, or any political subdivision of any
such state, or any agency or instrumentality of the United States or
of any state or of any political subdivision of any state), [except
that the Portfolio may invest all or any portion of its assets in one
or more investment companies, to the extent not prohibited by the
1940 Act, the rules and regulations thereunder, and exemptive orders
granted under such Act].
(6) Underwrite securities issued by other persons, [except that all or
any portion of the assets of the Portfolio may be invested in one or
more investment companies, to the extent not prohibited by the 1940
Act, the rules and regulations thereunder, and exemptive orders
granted under such Act, and] except insofar as the Portfolio may
technically be deemed an underwriter under the Securities Act in
selling a security.
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PRELIMINARY PROXY MATERIALS
NOT FOR DISTRIBUTION
ASSET ALLOCATION PORTFOLIO 200,
ASSET ALLOCATION PORTFOLIO 300,
ASSET ALLOCATION PORTFOLIO 400 AND
ASSET ALLOCATION PORTFOLIO 500
PROXY CARD PROXY CARD
Elizabethan Square
George Town, Grand Cayman, BWI
Telephone: (345) 945-1824
A PROXY FOR A SPECIAL MEETING
OF HOLDERS OF BENEFICIAL INTERESTS TO BE HELD OCTOBER 21, 1997
The undersigned, revoking all Proxies heretofore given, hereby appoints
each of Susan Jakuboski, Tamie Ebanks, John R. Elder, Linda T. Gibson,
Christine A. Drapeau, Molly S. Mugler and Stephanie K. Flood, or any one of
them, as Proxies of the undersigned with full power of substitution, to vote on
behalf of all of the undersigned all beneficial interests in Asset Allocation
Portfolio 200, Asset Allocation Portfolio 300, Asset Allocation Portfolio 400
and Asset Allocation Portfolio 500 which the undersigned is entitled to vote at
the Special Meeting of Holders of Beneficial Interests in the Portfolios to be
held at the offices of Signature Financial Group (Cayman), Ltd., Elizabethan
Square, George Town, Grand Cayman, BWI, on Tuesday, October 21, 1997 at 11:00
a.m., local time, and at any adjournment thereof, as fully as the undersigned
would be entitled to vote if personally present, as follows:
PROXY SOLICITED ON BEHALF OF THE PORTFOLIOS' BOARD OF TRUSTEES.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
1. Transfer by each Portfolio of all of its assets to multiple new or
existing investment companies in exchange for interests in those
investment companies, followed by the dissolution of the Portfolios.
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 200, if any:
______FOR ______AGAINST ______ABSTAIN
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 300, if any:
______FOR ______AGAINST ______ABSTAIN
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 400, if any:
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______FOR ______AGAINST ______ABSTAIN
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 500, if any:
______FOR ______AGAINST ______ABSTAIN
2. Amendment to the fundamental investment policies of each Portfolio to
allow the assets of that Portfolio to be invested in one or more
investment companies to the extent not prohibited by the Investment
Company Act of 1940, the rules and regulations thereunder, and exemptive
orders granted under such Act.
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 200, if any:
______FOR ______AGAINST ______ABSTAIN
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 300, if any:
______FOR ______AGAINST ______ABSTAIN
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 400, if any:
______FOR ______AGAINST ______ABSTAIN
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 500, if any:
______FOR ______AGAINST ______ABSTAIN
3. The selection of Price Waterhouse as the independent certified public
accountants for each Portfolio.
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 200, if any:
______FOR ______AGAINST ______ABSTAIN
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 300, if any:
______FOR ______AGAINST ______ABSTAIN
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 400, if any:
______FOR ______AGAINST ______ABSTAIN
<PAGE>
The undersigned votes its beneficial interest in Asset Allocation
Portfolio 500, if any:
______FOR ______AGAINST ______ABSTAIN
THE BENEFICIAL INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR
FOR ANY PROPOSALS FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER
MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Date:_______________ _____________________________________
Signature
_____________________________________
Signature of joint owner, if any
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this proxy. Please sign, date and return in the enclosed
envelope.
