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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Registration No. 811-08597
Amendment No. 1 [X]
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LA SALLE PARTNERS MASTER TRUST
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street
Baltimore, MD 21202
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: (800) 527-2553
William K. Morrill, Jr., President
LaSalle Partners Master Trust
100 East Pratt Street
Baltimore, MD 21202
(Name and Address of Agent for Service)
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Copies to:
Alan C. Porter, Esq.
Piper & Marbury L.L.P.
1200 Nineteenth Street, N.W.
Washington, DC 20036
EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant pursuant to
Section 8(b) of the Investment Company Act of 1940, as amended. Shares of
beneficial interest in the Registrant have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), since such shares are
issued solely in private placement transactions which do not involve any "public
offering" within the meaning of Section 4(2) of the 1933 Act. Investments in the
Registrant may only be made by investment companies or certain other entities
which are "accredited investors" within the meaning of Regulation D under the
1933 Act. This Registration Statement does not constitute an offer to sell, or
the solicitation of an offer to buy, any beneficial interests in the Registrant.
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LA SALLE PARTNERS MASTER TRUST
PART A
PROSPECTUS
April 30, 1999
RESPONSES TO ITEMS 1 THROUGH 3 AND ITEMS 5 AND 9 HAVE BEEN OMITTED PURSUANT TO
PARAGRAPH 2(b) OF INSTRUCTION B OF THE GENERAL INSTRUCTIONS TO FORM N-1A.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated by reference from the Registration
Statement of LaSalle Partners Funds, Inc. (the "Feeder") (File No. 811-08373),
as filed with the Securities and Exchange Commission (the "Commission") on
September 23, 1997, and as amended from time to time (the "Feeder's Registration
Statement"). Part A of the Feeder's Registration Statement (the "Feeder's Part
A") includes the prospectus of the Feeder.
ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES,AND RELATED
RISKS.
LaSalle Partners Master Trust (the "Trust") is an open-end diversified
management investment company, organized on September 19, 1997, as a business
trust under the laws of the State of Delaware. Under the Trust's Agreement and
Declaration of Trust, the Board of Trustees may establish separate "series" of
shares of beneficial interest, each of which would evidence interests in a
separate portfolio of securities. As of the date hereof, the Board of Trustees
has established and designated a single series of shares designated the U.S.
Real Estate Portfolio (the "Portfolio"). From time to time, other series may be
established and sold pursuant to other offering documents. As described below,
in the event additional series are established, as to certain matters, the
Trust's shareholders will vote together as a group and, as to others, they will
vote separately by series.
LaSalle Partners Real Estate Securities (the "Manager") serves as the
Portfolio's investment manager. For a detailed description of the Manager, see
the section entitled "Management -Investment Manager" in the Feeder's Part A.
Shares of beneficial interest in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Regulation D under the Securities Act of 1933, as amended (the "1933
Act"). Investments in the Portfolio may be made only by investment companies or
certain other entities which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
Information on the Portfolio's investment objectives, the kinds of
securities in which the Trust principally invests, other investment practices of
the Portfolio and risk factors associated with investments in the Portfolio is
incorporated herein by reference from the sections entitled "The Fund's Goals
and Strategies" and "Principal Risks" in the Feeder's Part A. A description of
certain securities and investment methods that the Portfolio may invest in or
use, and certain of the risks associated with such securities and investment
methods, is incorporated herein by reference from the sections entitled "The
Fund's Goals and Strategies" and Principal Risks" in the Feeder's Part A.
Additional investment policies, practices and restrictions relating to the
Portfolio's investment program are described in Part B of this Registration
Statement.
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ITEM 6. MANAGEMENT, ORGANIZATION, AND CAPITAL STRUCTURE.
A description of how the business of the Trust is managed is incorporated
by reference from the Section entitled "Management of the Fund" in the Feeder's
Part A.
The Trust is organized as a business trust under the laws of the State
of Delaware.
In the event that the Board of Trustees establishes more than one series of
shares in the Trust, all consideration received by the Trust for shares of a
particular series and all assets in which such consideration is invested will
belong to that series (subject only to the rights of creditors of the Trust) and
will be subject to the liabilities related thereto. The income attributable to,
and the expenses of, one series will be treated separately from those of any
other series. The Board of Trustees of the Trust has the authority to
establish, from time to time, new series without shareholder approval.
Shares in the Portfolio are not deposits or obligations of, or guaranteed
or endorsed by, any bank, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other government
agency. The net asset value of the shares of the Portfolio will fluctuate.
Unless otherwise required by the Investment Company Act of 1940, as amended
(the "1940 Act"), ordinarily it will not be necessary for the Trust to hold
annual meetings of shareholders. As a result, shareholders may not consider
each year the election of trustees or the appointment of independent auditors.
However, the holders of at least 10% of the shares outstanding and entitled to
vote may require the Trust to hold a special meeting of shareholders for
purposes of removing a trustee from office. Shareholders may remove a trustee by
the affirmative vote of a majority of the Trust's outstanding voting shares. In
addition, the Board of Trustees will call a meeting of shareholders for the
purpose of electing trustees if, at any time, less than a majority of the
trustees then holding office have been elected by shareholders. Investments in
the Trust may not be transferred, but an investor may withdraw all or any
portion of its investment at any time at net asset value.
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Under the Trust's method of operation as a partnership for federal income
tax purposes, the Trust will not be subject to any income tax. However, each
investor in the Trust will be taxable on its share (as determined in accordance
with the governing instruments of the Trust) of the Trust's ordinary income and
capital gain in determining its federal income tax liability. The determination
of such share will be made in accordance with the Internal Revenue Code of 1986,
as amended, and regulations promulgated thereunder.
Shareholder inquiries may be made by writing to the Trust at 100 East Pratt
Street, Baltimore, MD 21202, or by calling (800) LaSalle.
ITEM 7. SHAREHOLDER INFORMATION.
Shares of the Portfolio are sold on a continuous basis at the net asset
value per share next determined after an order in proper form is received by the
Trust's transfer agent. The Portfolio's net asset value is determined as of the
close of regular trading on the New York Stock Exchange (normally 4:00
p.m. Eastern time, on each business day. Net asset value per share of the
Portfolio is computed by dividing the value of the Portfolio's net assets (i.e.,
the value of its total assets less liabilities) by the total number of shares
outstanding. The Portfolio's investments are valued primarily on the basis of
market quotations or, where market quotations are not readily available, based
on fair value as determined in good faith pursuant to procedures established and
monitored by the Board of Trustees.
Shares of beneficial interest in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may be
made only by investment companies or certain other entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the 1933
Act.
An investor in the Portfolio may redeem all or any portion of its
investment on any business day at the net asset value next determined after a
redemption request in proper form is furnished by the investor to the Trust's
transfer agent. When a request is received in proper form, the Trust will redeem
shares at the next determined net asset value.
The Trust will make payment for all shares redeemed within five days after
receipt by the transfer agent of a redemption request in proper form, except as
provided by the rules of the Commission. Shares of the Portfolio may not be
transferred.
The right of any investor to receive payment with respect to any redemption
may be suspended or the payment of the redemption proceeds postponed during any
period in which the New York Stock Exchange is closed (other than weekends or
holidays) or trading on such Exchange is restricted or, to the extent otherwise
permitted by the 1940 Act, if an emergency exists.
The Trust anticipates that it will operate as a partnership for federal
income tax purposes. For purposes of any dividends or distributions, each
investor in the Trust will receive its share (as determined in accordance with
the governing instruments of the Trust) of the Trust's ordinary income and
capital gains. The determination of each share will be made in accordance with
the Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder.
The Trust anticipates that it will operate as a partnership for federal
income tax purposes and that the Trust will not be subject to any income tax.
However, each investor in the Trust will be taxable on its share (as determined
in accordance with the governing instruments of the Trust) of the Trust's
ordinary income and capital gain (which may be taxable at different rates
depending upon the length of time the Trust holds its assets) in determining its
income tax liability. The determination of each share will be made in accordance
with the Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder.
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ITEM 8. DISTRIBUTION ARRANGEMENTS.
The Trust has no sales load and has no 12b-1 plan.
The Trust is part of a master/feeder structure. Members of the general
public may not purchase a direct interest in the Portfolio. However, the
Portfolio may sell interests to other affiliated and non-affiliated investment
companies and/or institutional investors. Each investor in the Trust acquires an
indirect interest in the securities owned by the Portfolio.
Such investors will invest in the Portfolio on the same terms and
conditions as the Feeder and will pay a proportionate share of the Portfolio's
expenses. Other investors in the Portfolio, however, are not required to sell
their shares to the public at the same price as the Feeder, and may have
different sales commissions and operating expenses. These differences may result
in differences in returns among the investment companies that invest exclusively
in the Portfolio.
The Trustees of the Trust believe that the "master/feeder" fund structure
offers opportunities for substantial growth in the assets of the Portfolio that
may enable the Portfolio to reduce its operating expenses, thereby producing
higher returns and benefiting the shareholders of the Feeder. The Feeder's
investment in the Portfolio may, however, be adversely affected by the actions
of other investors in the Portfolio. For example, if a large investor withdraws
from the Portfolio, the remaining investors may bear higher pro rata operating
expenses. However, this possibility also exists for traditionally structured
funds with large investors.
The Feeder may withdraw (completely redeem) all of its assets from the
Portfolio at any time if its directors determine that it is in the best interest
of the Feeder to do so. The Feeder might withdraw, for example, if other
investors in the Portfolio, by a vote of all investors in the Portfolio
(including the Feeder), voted to change the investment objective, policies or
limitations of the Portfolio in a manner not acceptable to the directors of the
Feeder. The withdrawal of all the Feeder's assets from the Portfolio may affect
the investment performance of the Feeder and of the Portfolio.
Further information, regarding the master-feeder structure of the Trust is
incorporated by reference from the section entitled "The Fund's Goals and
Strategies--Master/Feeder Fund Structure" in the Feeder's Part A.
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LA SALLE PARTNERS MASTER TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
April 30, 1999
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
This Part B, which is not a prospectus, supplements and should be read in
conjunction with the current Part A of LaSalle Partners Master Trust (the
"Trust"), dated April 30, 1999, as it may be revised from time to time. To
obtain a copy of Part A of the Trust, please write to the Trust at 100 East
Pratt Street, Baltimore, MD 21202, or call (800) LaSalle.
Responses to certain Items required to be included in Part B of this
Registration Statement are incorporated herein by reference to the Feeder's
Registration Statement and the Trust's Annual Report to shareholders dated
December 31, 1998.
<TABLE>
<CAPTION>
Page
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<S> <C>
Trust History
Description of the Trust and its Investments and Risks
Management of the Trust
Control Persons and Principal Holders of Securities
Investment Advisory and Other Services
Brokerage Allocation and Other Practices
Capital Stock and Other Securities
Purchase, Redemption and Pricing of Shares
Taxation of the Fund
Underwriters
Calculations of Performance Data
Financial Statements
</TABLE>
ITEM 11. TRUST HISTORY.
Information on the history of the Trust is incorporated by reference from
Item 4 in Part A.
ITEM 12. DESCRIPTION OF THE TRUST AND ITS INVESTMENTS AND RISKS.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER ITEM 4 IN PART A:
Information on the fundamental and non-fundamental investment policies and
restrictions of the Portfolio, the types of securities bought and investment
techniques used by the Portfolio, and certain risks attendant thereto, as well
as other information on the Portfolio's investment program, is incorporated
herein by reference to the sections entitled "Investment Policies and Practices"
and "Investment Restrictions" in the Feeder's Part B.
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ITEM 13. MANAGEMENT OF THE TRUST.
Trustees and officers of the Trust, together with information as to their
principal business occupations during at least the last five years, are shown
below. Each trustee who is an "interested person" of the Trust, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by
an asterisk (*).
<TABLE>
<CAPTION>
Name and Address Age Position(s) Held with Trust (1) Principal Occupation(s)
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<S> <C> <C> <C>
Bruce D. Alexander 55 Trustee Vice President, Yale University
282 Prospect Street (since May 1998);
New Haven, CT 06511 Adjunct Professor, Yale
University School of Management;
Senior Vice President and
Director of New Business, The
Rouse Company
Lawrence S. Bacow 47 Trustee Chancellor, Massachusetts
75 Summit Institute of Technology (since
Newton, MA 02158 August 1998); Professor,
Massachusetts
Institute of Technology
Richard A. Dobbins 54 Trustee President, Historical Data
520 Washington Street Systems, Inc. (since January
Duxbury, MA 02331 1995); President, Municipal
Market Data, Inc.
John W. McCarter, Jr. 61 Trustee President and Chief Executive
The Field Museum Officer of The Field Museum;
1200 South Lake Shore Drive (since October 1996)
Chicago, IL 60605 Senior Vice President of Booz,
Allen & Hamilton, Inc.
Lynn C. Thurber* 52 Trustee Co-Chief Executive Officer,
200 East Randolph Drive LaSalle Investment Management;
Chicago, IL 60601 Director and Chairman of LaSalle
Investment Management
(Securities), L.P., the adviser
to the Trust; Co-President,
LaSalle Investment Management,
Inc.; Managing Director and Co-
President, LaSalle Advisors
Limited Partnership; Chief
Executive Officer, Alex Brown
Kleinwort Benson Realty Adfisors
Corporation
William K. Morrill, Jr.* 61 Trustee; President Managing Director, LaSalle
100 East Pratt Street Investment Management
Baltimore, MD 21202 (Securities) L.P.; Managing
Director, ABKB/LaSalle Realty
Advisors
Keith R. Pauley* 37 Trustee; Executive Managing Director LaSalle
100 East Pratt Street Vice President Investment Management
Baltimore, MD 21202 (Securities) L.P.
Stephen A. Smith 41 Senior Vice President Managing Director, Private
200 East Randolph Drive Secretary Capital of LaSalle Advisors
Chicago, IL 60601 Limited Partnership
Audre' J. Melsbakas 36 Senior Vice President Principal, Jones Lang LaSalle
200 East Randolph Drive Assistant Secretary Incorporated; Associate, The
Chicago, IL 60601 Keystone Group
James A. Ulmer, III 58 Vice President Vice President, LaSalle
100 East Pratt Street Investment Management
Baltimore, MD 21202 (Securities) L.P.;
Principal, AIRES Real Estate
Services; Chairman and
President, Enoch Pratt Free
Library
William E. Sullivan 42 Treasurer Executive Vice President, Chief
200 East Randolph Drive Financial Officer and Director
Chicago, IL 60601 of Jones Lang LaSalle
Incorporated; Executive Vice
President and Chief Financial
</TABLE>
B-2
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Officer of Jones Lang LaSalle's
predecessor partnerships;
Managing Director of the special
projects group of Jones Lang
LaSalle's predecessor
partnerships; Senior Vice
President of the special
projects group of Jones Lang
LaSalle's predecessor
partnerships;
Denise M. Ruth 28 Assistant Secretary Vice President, LaSalle
100 East Pratt Street Investment Management
Baltimore, MD 21202 (Securities) L.P.; Assistant
Accountant, T. Rowe Price, Inc.
</TABLE>
(1) All of the officers and trustees of the Trust listed above serve in similar
capacities for LaSalle Partners Funds, Inc. which is an investment company
managed by LaSalle Partners Real Estate Securities (the "Manager"), the
Trust's investment manager.
The Trust's Agreement and Declaration of Trust provides that the trustees
and officers of the Trust may be indemnified by the Trust to the full extent
permitted by Delaware law and the federal securities laws. The Trust's By-Laws
provide that the Trust shall indemnify each of its trustees and officers against
liabilities and expenses reasonably incurred by them, in connection with, or
resulting from, any claim, action, suit or proceeding, threatened against or
otherwise involving such trustee or officer, directly or indirectly, by reason
of being or having been a trustee or officer of the Trust. Neither the
Agreement and Declaration of Trust nor the By-Laws of the Trust authorize the
Trust to indemnify any trustee or officer against any liability to which he
would otherwise be subject by reason of or for willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.
The officers and trustees of the Trust who are "interested persons" of the
Trust within the meaning of the 1940 Act do not receive compensation directly
from the Trust for serving in the capacities described above. Those officers
and trustees of the Trust, however, who are affiliated with the Manager may
receive remuneration indirectly from the Trust for services provided in their
respective capacities with the Manager.
Each of the non-interested trustees for his service on the Board of
Trustees receives an annual fee, plus reimbursement for out-of-pocket expenses
incurred in connection with attendance at board meetings. The following table
sets forth information concerning the compensation paid by the Trust to the
trustees in the fiscal year ended December 31, 1998. Neither the Trust nor any
investment company in the Fund Complex offers any pension or retirement benefits
to its trustees.
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation from the
Name of Trustee from the Trust Trust and Fund Complex
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<S> <C> <C>
Bruce D. Alexander $6,000 $12,000
Lawrence S. Bacow $6,000 $12,000
Richard A. Dobbins $6,000 $12,000
John W. McCarter, Jr. $6,000 $12,000
William K. Morrill, Jr. -- --
Keith R. Pauley -- --
Lynn C. Thurber -- --
</TABLE>
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(1) As of the date hereof, the "Fund Complex" consisted of the Trust, the
Feeder and LaSalle U.S. Public Real Estate Securities Fund, L.P.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
No trustee or officer of the Trust owned any of the Trust's shares
outstanding on April __, 1999.
As of April __, 1999 the following persons beneficially owned,
directly or indirectly, 5% or more of the Trust's outstanding shares:
Name and Address Percent of Trust Shares Outstanding
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99.78%
ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER ITEM 4 IN PART A:
Information on the investment management and other services provided for or
on behalf of the Trust is incorporated herein by reference to the sections
entitled "Investment Manager," "Portfolio Transactions and Brokerage,"
"Administrator" and "Distribution Arrangements" in the Feeder's Part B. The
following list identifies the specific sections and subsections in the Feeder's
Part B under which the information required by Item 15 of Form N-1A may be
found. Each listed section is incorporated herein by reference.
<TABLE>
<CAPTION>
Form N-1A Item No. Section Incorporated by Reference From Feeder's Part B
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<S> <C>
Item 15(a) Investment Manager
Item 15(b) Distribution Arrangements
Item 15(c) Portfolio Transactions and Brokerage
Item 15(d) Administrator
Item 15(e) Not applicable
Item 15(f) Purchase of Shares
Item 15(g) Distribution Arrangements
Item 15(h) Not applicable
</TABLE>
Information on the Trust's custodian, transfer agent and independent public
accountant is incorporated herein by reference to the sections entitled
"Custodian," "Transfer Agent" and "Independent Accountants", respectively, in
the Feeder's Part B.
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ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Information on brokerage allocation for or on behalf of the Trust is
incorporated herein by reference to the section entitled "Portfolio Transactions
and Brokerage" in the Feeder's Part B.
ITEM 17. CAPITAL STOCK AND OTHER SECURITIES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER ITEMS 6 AND 7 IN PART A:
Under the Trust's Agreement and Declaration of Trust, the Board of Trustees
is authorized to issue shares of beneficial interest in the Trust. Shareholders
of the Portfolio are entitled to participate pro rata in distributions of
income, loss, gain and credit of the Portfolio. Upon liquidation of the
Portfolio or dissolution of the Trust, shareholders are entitled to share pro
rata in the Portfolio's net assets available for distribution to its
shareholders. Shares of the Portfolio have no preferential, preemptive,
conversion or similar rights and are fully paid and non-assessable, except as
described below. Shares of the Trust may not be transferred. No certificates are
issued for shares of the Trust.
Each share of the Trust is entitled to one vote. Trust shares do not have
cumulative voting rights, and shareholders holding more than 50% of the
outstanding shares of the Trust may elect all of the trustees of the Trust if
they choose to do so and in such event the other shareholders would not be able
to elect any trustee. The Trust is not required to hold annual meetings of
shareholders but the Trust will hold special meetings of shareholders when in
the judgment of the Trust's Board of Trustees it is necessary or desirable to
submit matters for a shareholder vote. The Board of Trustees may elect to
terminate the Trust or any series without a vote of the shareholders.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an investment
company with more than one series will not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
shares of each series affected by such matter. Rule 18f-2 further provides that
a series shall be deemed to be affected by a matter unless it is clear that the
interests of the series in the matter are identical or that the matter does not
affect any interest of the series. However, the rule exempts the selection of
independent accountants and the election of trustees from the separate voting
requirements of the rule.
ITEM 18. PURCHASE, REDEMPTION, AND PRICING OF SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER ITEM 7 IN PART A:
Purchase of Securities. Shares of the Portfolio are issued solely in
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private placement transactions which do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Trust may only
be made by investment companies or certain other entities which are "accredited
investors" within the meaning of Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
Suspension of Redemptions. The right of redemption of shares of the
-------------------------
Portfolio may be suspended or the date of payment postponed (a) during any
period when the New York Stock Exchange is closed (other than customary weekend
and holiday closings), (b) when trading in the markets the Trust ordinarily
utilizes is restricted, or when an emergency exists as determined by the
Commission so that disposal of the Portfolio's investments or determination of
its net asset value is not reasonably practicable, or (c) for such other periods
as the Commission by order may permit to protect the Portfolio's shareholders.
Pricing of Securities. Portfolio securities traded on a national
---------------------
securities exchange are valued at the last reported sale price. Exchange traded
securities for which there have been no reported sales on the valuation date and
B-5
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securities traded primarily in the over-the-counter market are valued at the
last quoted bid prices. Securities or other assets for which market quotations
are not readily available are valued at their fair value as determined in good
faith pursuant to procedures established and monitored by the Board of Trustees
of the Trust. These procedures may include the use of an independent pricing
service which calculates prices based upon yields or prices of securities of
comparable quality, coupon, maturity and type; indications as to value from
dealers; and general market conditions. Debt obligations with maturities of 60
days or less are valued at amortized cost. Expenses and fees, including the
investment management fee, are accrued daily and taken into account for the
purpose of determining the net asset value of shares of the Portfolio.
ITEM 19. TAXATION OF THE FUND.
The Trust is organized as a business trust under Delaware law. Management
of the Trust believes that the Trust qualified for the fiscal year ended
December 31, 1998, and for future years will continue to qualify, as a
partnership for federal income tax purposes. As such, the Trust will not be
subject to any income tax. However, each investor in the Trust will be taxable
on its share (as determined in accordance with the governing instruments of the
Trust) of the Trust's ordinary income and capital gain in determining its income
tax liability. The determination of such share will be made in accordance with
the Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder.
The Trust's taxable year-end is December 31. Although the Trust will not
be subject to federal income tax, it will file appropriate federal income tax
returns.
It is intended that the Trust's assets, income and distributions will be
managed so that an investor in the Trust will be able to satisfy the
requirements of Subchapter M of the Code for qualification as a regulated
investment company, assuming that the investor invests all of its investable
assets in the Trust.
Investors are advised to consult their own tax advisors as to the tax
consequences of an investment in the Trust.
ITEM 20. UNDERWRITERS.
Not applicable.
ITEM 21. CALCULATIONS OF PERFORMANCE DATA.
PERFORMANCE INFORMATION
The Trust may compare its performance to other mutual funds or to relevant
indices, such as the Wilshire Real Estate Index, the NAREIT Composite Index, the
NAREIT Equity Index, the S&P 500, the Russell 2000, the S&P Utilities Index and
the Lehman Brothers Fixed Income Index.
For purposes of quoting and comparing the performance of the Trust to that
of other open-end diversified management investment companies and to stock or
other relevant indices or averages in advertisements or in certain reports to
shareholders, performance will generally be stated both in terms of total return
and in terms of yield. However, the Trust may also from time to time state its
performance solely in terms of total return.
Total Return Calculations
The total return quotations, under the rules of the SEC, must be calculated
according to the following formula:
P(1 + T)(n) = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years (1, 5 or 10)
ERV = ending redeemable value of the hypothetical $1,000
payment made at the beginning of the designated period
(or fractional portion thereof)
Under the foregoing formula, the time periods used in advertising will be
based on rolling calendar quarters, updated to the last day of the most recent
quarter prior to submission of the advertising for publication, and will cover
one-, five-, and ten-year periods or a shorter period dating from the
effectiveness of the Trust's registration statement. In calculating the ending
redeemable value for the Trust's shares, all dividends and distributions by the
Trust are assumed to have been reinvested at net asset value as described in the
Prospectus on the reinvestment dates during the period. "T" in the formula above
is calculated by finding the average annual compounded rate of return over the
period that would equate an assumed initial payment of $1,000 to the ending
redeemable value. Any sales loads that might in the future be made applicable at
the time to investments or reinvestments would be included as would any
recurring account charges that might be imposed by the Trust.
The Trust may also from time to time include in such advertising total
return figures that are not calculated according to the formulate set forth
above to compare more accurately the Trust's performance with other measures of
investment return. For example, in comparing the Trust's total return with data
published by Lipper Analytical Services, Inc., CDA/Weisenberger or Morningstar
Inc., the Trust calculates its aggregate and average annual total return for the
specified periods of time by assuming the investment of $10,000 in shares and
assuming the reinvestment of each dividend or other distribution at net asset
value on the reinvestment date.
Alternative total return information will be given no greater prominence in
such advertising than the information prescribed under SEC rules, and all
advertisements containing performance data will include a legend disclosing that
such performance data represent past performance and that the investment return
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.
The cumulative total returns for the period ended December 31, 1998 (since
inception) for the Trust were (20.10).
Yield Calculations
The yield of the Trust's shares is computed by dividing the class's net
investment income per share during a base period of 30 days, or one month, by
the maximum offering price per share on the last day of such base period in
accordance with the following formula:
YIELD = 2 [(a - b + 1)/6/ - 1]
-----
cd
Where: a = net investment income earned during the period
attributable to the subject class
b = net expenses accrued for the period attributable to the
subject class
c = the average daily number of shares of the subject class
outstanding during the period that were entitled to
receive dividends
d = the maximum offering price per share of the subject
class
Net investment income will be determined in accordance with rules
established by the SEC.
For the thirty-day period ended December 31, 1998, the yields for the
Trust's shares was 4.43.
ITEM 22. FINANCIAL STATEMENTS.
The financial statements of the Trust for the period ended December 31,
1998 are incorporated herein by reference to the Trust's Annual Report
dated December 31, 1998 filed with the Securities and Exchange
Commission.
B-6
<PAGE>
LA SALLE PARTNERS MASTER TRUST
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
(a)(i) Certificate of Trust of the Registrant is incorporated by
reference to Exhibit 1(a) to the Registration Statement on
Form N-1A of the Trust filed on January 6, 1998 (the
"Registration Statement").
(ii) Agreement and Declaration of Trust of the Registrant is
incorporated by reference to Exhibit 1(b) to the
Registration Statement.
(iii) Certificate of Amendment of Certificate of Trust of
Registrant is incorporated by reference to Exhibit 1(c) to
the Registration Statement.
(b) By-Laws of the Registrant are incorporated by STE.
(c) Not applicable.
(d) Investment Management Agreement between the Registrant and
ABKB/LaSalle Securities Limited is incorporated by reference
to Exhibit 5 to the Registration Statement.
(e) Not applicable.
(f) Not applicable.
(g) Custodian Services Agreement between the Registrant and PNC
Bank, National Association is incorporated by reference to
Exhibit 8 to the Registration Statement.
(h)(i) Administration and Accounting Services Agreement between the
Registrant and PFPC Trust Company is incorporated by
reference to Exhibit 9(a) to the Registration Statement.
(ii) License Agreement between LaSalle Partners Incorporated and
the Registrant is incorporated by reference to Exhibit 9(b)
to the Registration Statement.
(i) Not applicable.
(j) Not applicable.
<PAGE>
(l) Not applicable.
(m) Not applicable.
(n) Not applicable
(o) Not applicable.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 25. INDEMNIFICATION.
Reference is made to Article IX of the Registrant's Agreement and
Declaration of Trust and Article 10 of the Registrant's By-Laws filed as
Exhibits (a)(ii) and (b), respectively.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.
C-2
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
See Item 6, "Management, Organization and Capital Structure" in Part A and
Item 15, "Investment Advisory and Other Services" in Part B regarding the
business of the Registrant's investment adviser.
A description of the directors and officers of the Registrant's investment
adviser and other required information is incorporated herein by reference to
the Form ADV and schedules thereto of LaSalle Investment Management (Securities)
L.P. (File No. 801-48201), as amended, filed with Securities and Exchange
Commission under the Investment Advisers Act of 1940.
ITEM 27. PRINCIPAL UNDERWRITERS.
Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The Registrant maintains the records required by Section 31(a) of the
Investment Company Act of 1940, as amended, and Rules 31a-1, 31a-2 and 31a-3
thereunder at its principal office located at 100 East Pratt Street, Baltimore,
MD 21202. Certain records, including records relating to the Registrant's
shareholders, may be maintained pursuant to Rule 31a-3 at the offices of the
Registrant's transfer agent, PFPC Inc., located at 103 Bellevue Parkway,
Wilmington, DE 19809. Certain records relating to the physical possession of the
Registrant's securities may be maintained at the offices of the Registrant's
custodian, PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE 19809.
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Not applicable.
C-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Baltimore, and the State of Maryland, on the 30 day of April, 1999.
LASALLE PARTNERS MASTER TRUST
By: /s/ William K. Morrill, Jr.
------------------------------------
William K. Morrill, Jr.
President
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
(b) By-Laws (as amended).
</TABLE>
<PAGE>
EXHIBIT 2 (b)
LASALLE MASTER TRUST
BY-LAWS
ARTICLE 1
DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 Declaration of Trust. These By-Laws shall be subject to the
--------------------
Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of the above named Delaware business trust (the "Trust") established
by the Declaration of Trust.
1.2 Principal Office of the Trust.
-----------------------------
The principal office of the Trust shall be located at 100 East Pratt
Street, Baltimore, Maryland 21202.
ARTICLE 2
MEETINGS OF TRUSTEES
2.1 Regular Meetings. Regular meetings of the Trustees may be held
----------------
without call or notice at such places and at such times as the Trustees from
time to time may determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held at any
----------------
time and at any place designated in the call of the meeting when called by the
President or the Treasurer or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the Secretary or an Assistant Secretary or by the
officer or the Trustees calling the meeting.
2.3 Notice of Special Meetings. It shall be sufficient notice to a
--------------------------
Trustee of a special meeting to send notice by mail at least forty-eight hours
or by telegram at least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or residence address or to
give notice to him or her in person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be given to any Trustee if a
written waiver of notice, executed by him or her before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him or her. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
<PAGE>
2.4 Notice of Certain Actions by Consent. If in accordance with the
------------------------------------
provisions of the Declaration of Trust any action is taken by the Trustees by a
written consent of less than all of the Trustees, then prompt notice of any such
action shall be furnished to each Trustee who did not execute such written
consent, provided that the effectiveness of such action shall not be impaired by
any delay or failure to furnish such notice.
ARTICLE 3
OFFICERS
3.1 Enumeration; Qualification. The officers of the Trust shall be a
--------------------------
President, a Treasurer, a Secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust also may
have such agents as the Trustees from time to time may in their discretion
appoint. Officers may, but need not, be Trustees or Interestholders. Any two
or more offices may be held by the same person.
3.2 Election. The President, the Treasurer and the Secretary shall be
--------
elected by the Trustees upon the occurrence of any vacancy in any such office.
Other officers, if any, may be elected or appointed by the Trustees at any time.
Vacancies in any such other office may be filled at any time.
3.3 Tenure. The President, Treasurer and Secretary shall hold office in
------
each case until he or she sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office and each agent shall retain
authority at the pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these By-Laws, each
------
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as commonly are incident
to the office occupied by him or her as if the Trust were organized as a
Delaware corporation or such other duties and powers as the Trustees may from
time to time designate.
3.5 President. Unless the Trustees otherwise provide, the President shall
---------
preside at all meetings of the Interestholders and of the Trustees. Unless the
Trustees otherwise provide, the President shall be the chief executive officer.
3.6 Treasurer. The Treasurer shall be the chief financial and accounting
---------
officer of the Trust, and, subject to the provisions of the Declaration of Trust
and to any arrangement made by the Trustees with a custodian, investment adviser
or manager, or transfer, shareholder servicing or similar agent, shall be in
charge of the valuable papers, books of account and accounting records of the
Trust, and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the President.
2
<PAGE>
3.7 Secretary. The Secretary shall record all proceedings of the
---------
Interestholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the Interestholders or Trustees, an
Assistant Secretary, or if there be none or if he or she is absent, a temporary
secretary chosen at such meeting shall record the proceedings thereof in the
aforesaid books.
3.8 Resignations and Removals. Any Trustee or officer may resign at any
-------------------------
time by written instrument signed by him or her and delivered to the President
or Secretary or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some other time. The
Trustees may remove any officer elected by them with or without cause. Except
to the extent expressly provided in a written agreement with the Trust, no
Trustee or officer resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or removal, or any
right to damages on account of such removal.
ARTICLE 4
COMMITTEES
4.1 Appointment. The Trustees may appoint from their number an Executive
-----------
Committee and other committees. Except as the Trustees otherwise may determine,
any such committee may make rules for conduct of its business.
4.2 Quorum; Voting. A majority of the members of any committee of the
--------------
Trustees shall constitute a quorum for the transaction of business, and any
action of such a committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present).
ARTICLE 5
REPORTS
The Trustees and officers shall render reports at the time and in the
manner required by the Declaration of Trust or any applicable law. Officers and
committees shall render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
3
<PAGE>
ARTICLE 6
FISCAL YEAR
The fiscal year of the Trust shall be the twelve-month period ending on
December 31, and shall be subject to change by the Board of Trustees.
ARTICLE 7
SEAL
The seal of the Trust shall consist of a flat-faced die with the word
"Delaware", together with the name of the Trust and the year of its organization
cut or engraved thereon but, unless otherwise required by the Trustees, the seal
shall not be necessary to be placed on, and in its absence shall not impair the
validity of, any document, instrument or other paper executed and delivered by
or on behalf of the Trust.
ARTICLE 8
EXECUTION OF PAPERS
Except as the Trustees generally or in particular cases may authorize the
execution thereof in some other manner, all deeds, leases, contracts, notes and
other obligations made by the Trustees shall be signed by the President, any
Vice President, or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
ISSUANCE OF INTERESTS
9.1 Sale of Interests. Except as otherwise determined by the Trustees,
-----------------
the Trust will issue and sell for cash or securities from time to time, full and
fractional shares of beneficial interest (the "Interests"), such Interests to be
issued and sold at a price of not less than the net asset value per Interest as
from time to time determined in accordance with the Declaration of Trust and
these By-Laws and, in the case of fractional Interests, at a proportionate
reduction in such price. In the case of Interests sold for securities, such
securities shall be valued in accordance with the provisions for valuing assets
of the Trust as stated in the Declaration of Trust and these By-Laws. The
officers of the Trust are severally authorized to take all such actions as may
be necessary or desirable to carry out this Section 9.1.
9.2 Interest Certificates. In lieu of issuing certificates for Interests,
---------------------
the Trustees or the transfer agent either may issue receipts therefor or may
keep accounts upon the
4
<PAGE>
books of the Trust for the record holders of such Interests, who shall in either
case, for all purposes hereunder, be deemed to be the holders of certificates
for such Interests as if they had accepted such certificates and shall be held
to have expressly assented and agreed to the terms hereof.
The Trustees at any time may authorize the issuance of certificates for
Interests. In that event, each Interestholder shall be entitled to a
certificate stating the number of Interests owned by him, in such form as shall
be prescribed from time to time by the Trustees. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer. Such signatures may be facsimile if the certificate is signed by a
transfer agent, or by a registrar, other than a Trustee, officer or employee of
the Trust. In case any officer who has signed or whose facsimile signature has
been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he or she were such officer at the time of its issue.
9.3 Loss of Certificates. The Trust, or if any transfer agent is
--------------------
appointed for the Trust, the transfer agent with the approval of any two
officers of the Trust, is authorized to issue and countersign replacement
certificates for the Interests of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form and
with such security, if any, as the Trustees may require.
9.4 Discontinuance of Issuance of Certificates. The Trustees at any time
------------------------------------------
may discontinue the issuance of certificates for Interests and by written notice
to each Interestholder, may require the surrender of certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the
ownership of Interests in the Trust.
ARTICLE 10
INDEMNIFICATION
10.1 Indemnification. The Trust shall provide indemnification as set
---------------
forth in the Declaration of Trust.
10.2 Procedure for Indemnification. Any indemnification under this
-----------------------------
Article (unless ordered by a court) shall be made by the Trust only as
authorized in the specific case upon a determination that indemnification of the
Trustee, director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in such section.
Such determination shall be made:
1. By the Trustees by a majority vote of a quorum consisting of
Trustees who were not parties to such action, suit or proceeding, or
5
<PAGE>
2. If such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested Trustees so directs, by independent legal counsel in a
written opinion, or
3. By the Interestholders.
10.3 Expenses. Expenses incurred in defending a civil or criminal action,
--------
suit or proceeding may be paid by the Trust in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the Trustee, director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Trust as authorized in this Article. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Trustees deems appropriate.
10.4 Exclusivity, Etc. The indemnification and advancement of expenses
----------------
provided by, or granted pursuant to, this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any agreement, vote of Interestholders or
disinterested Trustees or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
ARTICLE 11
INTERESTHOLDERS
11.1 Meetings. A meeting of the Interestholders shall be called by the
--------
Secretary whenever ordered by the Trustees, or requested in writing by the
holder or holders of at least 10% of the outstanding Interests entitled to vote
at such meeting. If the meeting is a meeting of the Interestholders of one or
more series or classes of Interests, but not a meeting of all Interestholders of
the Trust, then only the Interestholders of such one or more series or classes
shall be entitled to notice of and to vote at the meeting. If the Secretary,
when so ordered or requested, refuses or neglects for more than five days to
call such meeting, the Trustees, or the Interestholders so requesting may, in
the name of the Secretary, call the meeting by giving notice thereof in the
manner required when notice is given by the Secretary.
11.2 Access to Interestholder List. Interestholders of record may apply to
-----------------------------
the Trustees for assistance in communicating with other Interestholders for the
purpose of calling a meeting in order to vote upon the question of removal of a
Trustee. When ten or more Interestholders of record who have been such for at
least six months preceding the date of application and who hold in the aggregate
Interests having a net asset value of at least $25,000 or at least l% of the
outstanding Interests, whichever is less, so apply, the Trustees shall within
five business days either:
6
<PAGE>
(i) afford to such applicants access to a list of names and
addresses of all Interestholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate number of
Interestholders of record and the approximate cost of mailing material to them
and, within a reasonable time thereafter, mail materials submitted by the
applicants to all such Interestholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading or in violation
of applicable law.
11.3 Record Dates. For the purpose of determining the Interestholders of
------------
any series or class who are entitled to vote or act at any meeting or any
adjournment thereof, or who are entitled to receive payment of any dividend or
of any other distribution, the Trustees from time to time may fix a time, which
shall be not more than 90 days before the date of any meeting of Interestholders
or the date of payment of any dividend or of any other distribution, as the
record date for determining the Interestholders of such series or class having
the right to notice of and to vote at such meeting and any adjournment thereof
or the right to receive such dividend or distribution, and in such case only
Interestholders of record on such record date shall have such right
notwithstanding any transfer of Interests on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any such
purposes close the register or transfer books for all or part of such period.
11.4 Place of Meetings. All meetings of the Interestholders shall be held
-----------------
at the principal office of the Trust or at such other place as shall be
designated by the Trustees or the President of the Trust.
11.5 Notice of Meetings. A written notice of each meeting of
------------------
Interestholders, stating the place, date and hour and the purposes of the
meeting, shall be given at least ten days before the meeting to each
Interestholder entitled to vote thereat by leaving such notice with him or at
his residence or usual place of business or by mailing it, postage prepaid, and
addressed to such Interestholder at his address as it appears in the records of
the Trust. Such notice shall be given by the Secretary or an Assistant
Secretary or by an officer designated the Trustees. No notice of any meeting of
Interestholders need be given to a Interestholder if a written waiver of notice,
executed before or after the meeting by such Interestholder or his attorney
thereunto duly authorized, is filed with the records of the meeting.
11.6 Ballots. No ballot shall be required for any election unless
-------
requested by an Interestholder present or represented at the meeting and
entitled to vote in the election.
11.7 Proxies. Interestholders entitled to vote may vote either in person
-------
or by proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the Secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by
7
<PAGE>
their terms, such proxies shall entitle the holders thereof to vote at any
adjournment of such meeting but shall not be valid after the final adjournment
of such meeting.
ARTICLE 12
AMENDMENTS TO THE BY-LAWS
These By-Laws may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such a majority.
Dated: October 1, 1998.
8
