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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Registration No. 811-08597
Amendment No. 2 [X]
LA SALLE 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 Master Trust
100 East Pratt Street
Baltimore, MD 21202
(Name and Address of Agent for Service)
Copies to:
Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, Maryland 21209-3600
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 MASTER TRUST
PART A
PROSPECTUS
April 30, 2000
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 Investment Management 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 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 Investment Management (Securities) L.P. (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.
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
A-2
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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.
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.
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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.
A-4
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LA SALLE MASTER TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2000
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 Master Trust (the "Trust"), dated
April 30, 2000, 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, 1999.
<TABLE>
<CAPTION>
Page
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<S> <C>
Trust History B-1
Description of the Trust and its Investments and Risks B-1
Management of the Trust B-2
Control Persons and Principal Holders of Securities B-3
Investment Advisory and Other Services B-4
Brokerage Allocation and Other Practices B-4
Capital Stock and Other Securities B-4
Purchase, Redemption, and Pricing of Shares B-5
Taxation of the Fund B-5
Underwriters B-6
Calculations of Performance Data B-6
Financial Statements B-7
</TABLE>
ITEM 11. TRUST HISTORY.
Information on the history of the Trust is incorporated by reference from Item 4
in Part A. Effective December 10, 1999, the Trust changed its name from LaSalle
Partners Master Trust to LaSalle Master Trust.
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)
- --------------------------- --- ------------------------------- -----------------------
<S> <C> <C> <C>
Bruce D. Alexander 56 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 48 Trustee Chancellor, Massachusetts
75 Summit Institute of Technology (since
Newton, MA 02158 August 1998); Professor,
Massachusetts
Institute of Technology
Richard A. Dobbins 55 Trustee President, Historical Data
520 Washington Street Systems, Inc.
Duxbury, MA 02331
Lynn C. Thurber* 53 Trustee 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
William K. Morrill, Jr.* 63 Trustee; President Managing Director, LaSalle
100 East Pratt Street Investment Management
Baltimore, MD 21202 (Securities) L.P.
Keith R. Pauley* 38 Trustee; Executive Managing Director/Portfolio Manager LaSalle
100 East Pratt Street Vice President Investment Management(Securities) L.P.
Baltimore, MD 21202
Stephen A. Smith 42 Senior Vice President Managing Director, and
200 East Randolph Drive Secretary Director of Global Client Services,
Chicago, IL 60601 LaSalle Investment Management, Inc.
James A. Ulmer, III 60 Vice President Vice President, LaSalle
100 East Pratt Street Investment Management
Baltimore, MD 21202 (Securities) L.P.;
Principal, AIRES Real Estate
Services
Denise M. Ruth Organt 29 Assistant Secretary Vice President, LaSalle
100 East Pratt Street Investment Management
Baltimore, MD 21202 (Securities) L.P.
Brian Hake 40 Treasurer Senior Vice President/Treasurer
200 East Randolph Drive Jones Lang LaSalle Incorporated;
Assistant Chicago, IL 60601 Vice
President/Treasurer, First Merchants
Acceptance
</TABLE>
(1) All of the officers and trustees of the Trust listed above serve in
similar capacities for LaSalle Investment Management Funds, Inc. which is an
investment company managed by LaSalle Investment Management (Securities) L.P.
(the "Manager"), the Trust's investment manager.
B-2
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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, 1999. 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
- ------------------------- ---------------------- ---------------------------
<S> <C> <C>
Bruce D. Alexander $6,000 $12,000
Lawrence S. Bacow $6,000 $12,000
Richard A. Dobbins $6,000 $12,000
William K. Morrill, Jr. -- --
Keith R. Pauley -- --
Lynn C. Thurber -- --
</TABLE>
(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 25, 2000.
As of April 25, 2000 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
- ---------------- -----------------------------------
LaSalle U.S. Public Real Estate
Securities Fund, L.P. 86.92%
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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.
Form N-1A Item No. Section Incorporated by Reference From Feeder's Part B
------------------ ------------------------------------------------------
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
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.
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
B-4
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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 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 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,
1999, 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.
B-5
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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:
<TABLE>
<CAPTION>
P(1 + T)(n) = ERV
<S> <C> <C>
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)
</TABLE>
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.
B-6
<PAGE>
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, 1999 (since
inception) for the Trust were (23.20%).
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, 1999, the yields for the
Trust's shares was 4.80%.
ITEM 22. FINANCIAL STATEMENTS.
The financial statements of the Trust for the period ended December 31, 1999
are incorporated herein by reference to the Trust's Annual Report dated
December 31, 1999 filed with the Securities and Exchange Commission.
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<PAGE>
LA SALLE 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 reference to
Exhibit (b) to Post-Effective Amendment No. 1 to the
Registration Statement.
(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.
(l) Not applicable.
<PAGE>
(m) Not applicable.
(n) Not applicable
(o) Not applicable.
(p) Code of Ethics (filed herewith).
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.
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.
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<PAGE>
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Not applicable.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 2 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 28 day of April, 2000.
LASALLE MASTER TRUST
By: /s/ William K. Morrill, Jr.
---------------------------
William K. Morrill, Jr.
President
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(p) Code of Ethics
<PAGE>
Exhibit 99 (p)
LASALLE INVESTMENT MANAGEMENT FUNDS, INC.
LASALLE MASTER TRUST
CODE OF ETHICS
Adopted Pursuant to Rule 17j-1 under
the Investment Company Act of 1940
----------------------------------
1. INTRODUCTION
------------
LaSalle Investment Management Funds, Inc. and LaSalle Master Trust
(individually, a "Fund" and collectively, the "Funds") adopt this Code of Ethics
(this "Code") pursuant to Rule 17j-1 under the Investment Company Act of 1940,
as amended (the "1940 Act"). This Code is based on the principles that: (1)
Access Persons owe the shareholders of the Funds, among others, a fiduciary duty
to conduct their personal securities transactions in a manner which neither
interferes with the portfolio transactions of the Funds, nor otherwise takes
unfair or inappropriate advantage their relationship with the Funds; (2) in
complying with this fiduciary duty, Access Persons owe shareholders the highest
duty of trust and fair dealing; and (3) Access Persons must, in all instances,
place the interests of shareholders of the Funds ahead of their own personal
interests and the interests of others.
2. DEFINITIONS
-----------
"Access Person" means any director, trustee, officer or advisory
person of a Fund, and all relatives living in the same household as such Access
Person; provided, however, that an Access Person who is an employee of the
Distributor or its affiliates, or an "interested person" (as such term is
defined in Section 2(a)(19) of the 1940 Act) of the Distributor, shall not be
subject to this Code except to the extent provided in Section 5 hereof.
"Advisory person" means: (i) any director, officer or employee of the Manager
who, in connection with his or her regular functions or duties, makes,
participates in or normally obtains information regarding the current purchases
or sales of a Security by a Fund, or whose functions relate to the making of any
recommendations with respect to such purchases and sales; and (ii) any natural
person in a control relationship to a Fund who normally obtains information
concerning current recommendations made to the Fund with regard to purchases or
sales of a Security.
"Beneficial ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions of Section
16 of the Securities Exchange Act of 1934 and the rules and regulations
thereunder, except that the determination of direct or indirect beneficial
ownership shall apply to all Securities which an Access Person has or acquires.
As a general matter, "beneficial ownership" will be attributed to an Access
Person in all instances where the Access Person: (i) possesses the ability to
purchase or sell the Securities (or the ability to direct the disposition of the
Securities); (ii) possesses voting power (including the power to vote or to
direct the voting) over the Securities; or (iii) receives any benefits
substantially equivalent to those of ownership.
<PAGE>
"Board" means the Board of Directors of LaSalle Investment Management
Funds, Inc. and the Board of Trustees of LaSalle Master Trust.
"Compliance Officer" means the individual (or his or her designee)
acting pursuant to delegated authority from the Board; provided, however, that
if such individual shall engage in any conduct or transaction subject to this
Code requiring approval or other action by the Compliance Officer, such approval
shall be granted or such other action shall be taken by his or her immediate
supervisor, or such other individual as the Board shall approve.
"Control" shall have the meaning set forth in Section 2(a)(9) of the
1940 Act.
"Distributor" means Funds Distributor, Inc.
"Independent Director" means a director or trustee of a Fund who is
not an "interested person" of the Fund within the meaning of Section 2(a)(19) of
the 1940 Act.
"Investment Personnel" means any Access Person with direct
responsibility and authority to make investment decisions affecting a Fund (such
as a portfolio manager), any Access Person who provides information or advice to
such portfolio managers (such as securities analysts), and any Access Person who
assists in executing investment decisions for a Fund (such as traders). As the
context requires, "Investment Personnel" may refer to one or more Access
Persons.
"Manager" means LaSalle Investment Management Securities L.P., or any
other "investment adviser" of a Fund within the meaning of Section 2(a)(20) of
the 1940 Act.
"Public company" means any entity subject to the reporting
requirements of the Securities Exchange Act of 1934.
"Purchase or sale of a Security" includes, inter alia, the writing of
an option to purchase or sell a Security.
"Security" shall have the meaning set forth in Section 2(a)(36) of the
1940 Act and shall include equity and debt securities, options and warrants to
purchase equity and debt securities, shares of closed-end investment companies,
and related securities. "Related securities" are instruments and securities
which are related to, but not the same as, a Security. For example, a related
security may be convertible into a Security, or give its holder the right to
purchase the Security. For purposes of Section 5, "Security" shall also include
futures contracts. "Security" shall not include securities issued or guaranteed
by the Government of the United States (including short-term debt securities
which are "Government securities" within the meaning of Section 2(a)(16) of the
1940 Act), bankers' acceptances, bank certificates of deposit, commercial paper,
shares of registered open-end investment companies, securities which are not
eligible for purchase or sale by the Funds, and such other instruments as the
Board may specify from time to time.
A Security is "being considered for purchase or sale" when a
recommendation to purchase or sell the Security has been made and communicated
and, with respect to the person making the recommendation, when such person
seriously considers making such a recommendation.
3. EXEMPT TRANSACTIONS
The prohibitions of Section 4 of this Code shall not apply to:
(i) Purchases or sales effected in any account over which an Access
Person has no direct or indirect influence or control;
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<PAGE>
(ii) Purchases or sales which are non-volitional on the part of either
the Access Person or the Fund;
(iii) Purchases which are part of an automatic dividend reinvestment
plan, or an automatic payroll deduction plan whereby an employee purchases
Securities issued by an employer; and
(iv) Purchases effected upon the exercise of rights issued pro rata to
all holders of a class of its Securities, to the extent such rights were
acquired from such issuer, or any sales of such rights so acquired.
4. PROHIBITED TRANSACTIONS AND CONDUCT
(a) (1) No Access Person shall:
(A) Purchase or sell, directly or indirectly, any Security in
which he has, or by reason of such transaction acquires, a direct or
indirect beneficial ownership interest and which he knows, or should have
known, at the time of such purchase or sale: (i) is being considered for
purchase or sale by a Fund; or (ii) is being purchased or sold by a Fund.
(B) Induce or cause a Fund to take action, or fail to take
action, for the purpose of achieving a personal benefit, rather than a
benefit to the Fund. (Examples of such prohibited conduct include causing a
Fund to purchase a Security owned by the Access Person for the purpose of
supporting or driving up the price of the Security, and causing a Fund to
refrain from selling a Security in an attempt to protect the value of the
Access Person's investment.)
(C) Use his or her knowledge of a Fund's portfolio transactions
to profit from the market effect of such transactions.
In determining whether the prohibitions of paragraphs (A), (B) and (C) above
have been violated, the Compliance Officer shall give particular attention to
parallel transactions of a Fund and an Access Person involving the same Security
within seven calendar days before and after the Fund purchases or sells the
Security. Notwithstanding the foregoing, if the circumstances warrant such a
finding, a single transaction may result in a violation of this Code.
(2) All Access Persons (other than Independent Directors) are
prohibited from executing a personal securities transaction in any Security on a
day during which a Fund has a pending "buy" or "sell" order for that Security,
until the Fund's orders are either executed or withdrawn.
(3) All Access Persons (other than Independent Directors) are
required to obtain prior clearance from the Compliance Officer before executing
a personal transaction in a Security. The Compliance Officer may grant
exceptions on a case-by-case or general basis for any transaction that would
otherwise be prohibited by this Code. In circumstances where a personal
transaction in a Security is involuntary (for example, due to unforeseen
corporate activity, such as a merger), the Access Person is required to notify
the Compliance Officer of such transaction.
(b) All Investment Personnel are prohibited from acquiring any
Security distributed in an initial public offering, and for a period of five
business days following the commencement of the initial public offering of such
Security.
(c) All Investment Personnel are prohibited from acquiring any
Security for their personal accounts in a private placement made by an issuer
that is a public company, without the express prior approval of the Compliance
Officer. This prior approval shall take into account, among other factors,
whether the investment opportunity should be reserved for a Fund and its
shareholders, and whether the opportunity is being offered to an
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<PAGE>
individual by virtue of his or her position with the Funds. Investment Personnel
who have been authorized to acquire a Security in a private placement are
required to disclose that investment when they participate in a Fund's
subsequent consideration of an investment in the issuer. In such circumstances,
the decision to purchase securities of the issuer shall be subject to an
independent review by Investment Personnel with no personal interest in the
issuer.
(d) All Investment Personnel are prohibited from profiting in the
purchase and sale, or sale and purchase, of the same (or equivalent) Security
within 60 calendar days. In circumstances where a personal transaction in a
Security within the proscribed period is involuntary (for example, due to
unforeseen corporate activity, such as a merger), the Investment Personnel is
required to notify the Compliance Officer of such transaction.
(e) All Investment Personnel are prohibited from receiving any gift,
favor, preferential treatment, valuable consideration, or other thing of more
than de minimis value in any year from any person or entity from, to or through
which a Fund purchases or sells Securities, or from an issuer of Securities. For
purposes of this limitation "de minimis value" means $50 or less.
(f) All Investment Personnel are prohibited from serving on the board
of directors of any public company, without the express prior authorization by
the Compliance Officer. This prior approval shall be based on a determination
that the board service would be consistent with the interests of the Funds and
their shareholders. In the event board service is authorized, Investment
Personnel serving as directors have an affirmative duty to recuse themselves
from participating in any deliberations regarding possible investments in the
securities issued by the public companies on whose board they serve.
5. REPORTING AND CERTIFICATION REQUIREMENTS
(a) Except as otherwise provided by paragraph (b), every Access Person
shall report to the Compliance Officer the information set forth below with
respect to transactions (other than transactions exempt under Section 3) in any
Security in which such Access Person has, or by reason of which acquires, any
direct or indirect beneficial ownership. Every report shall be made not later
than 10 calendar days after the end of the calendar quarter in which the
transaction to which the report relates was effected, shall be dated and signed
by the Access Person, and shall contain the following information:
(i) the date of the transaction, the title and number of shares or
principal amount of each Security involved;
(ii) the nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii) the price at which the transaction was effected; and
(iv) the name of the broker, dealer or bank through which the
transaction was effected; or
(v) if there were no personal transactions in Securities during the
period, either a statement to that effect or the word "None" (or
some similar designation).
Any such report may contain a statement that the report shall not be
construed as an admission by the person making the report that he or she has any
direct or indirect beneficial ownership in the Security to which the report
relates.
(b) Notwithstanding paragraph (a) above, an Independent Director who
would be required to make a report solely by reason of being a director or
trustee of the Funds shall not be required to make a report
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<PAGE>
unless the Independent Director knew or, in the course of fulfilling his or her
official duties as a director or trustee of the Funds, should have known that,
during the 15-day period immediately preceding or after the date of the personal
transaction by the Independent Director, such Security was purchased or sold by
a Fund or was being considered for purchase or sale by a Fund or the Manager.
(c) Every Access Person (other than Independent Directors) is required
to direct their brokers to forward to the Compliance Officer, on a timely basis,
duplicate copies of both confirmations of all personal transactions in
Securities effected for any account in which such Access Person has any direct
or indirect beneficial ownership interest, and periodic statements relating to
any such account.
(d) In addition to the reporting requirements provided for elsewhere
herein, all Investment Personnel shall disclose to the Compliance Officer in
writing all personal Securities holdings (including holdings of individuals in
his or her household) upon commencement of employment, and thereafter on an
annual basis or upon request of the Compliance Officer.
(e) All Access Persons shall certify in writing to the Compliance
Officer annually that they have read and understand this Code and recognize that
they are subject hereto. Further, Access Persons shall certify in writing to the
Compliance Officer annually that they will comply with the requirements of this
Code and will disclose or report all information required to be disclosed or
reported pursuant to the requirements of this Code.
(f) The Distributor shall promptly report to the Compliance Officer
all violations of its code of ethics.
6. SANCTIONS
Upon discovering a violation of this Code, the Compliance Officer may
impose such sanctions as he or she shall deem appropriate, including, among
other things, a letter of censure or suspension, a fine, or termination of the
employment of the violator. In circumstances where a violation is committed by a
member of an Access Person's household, any sanction will be imposed on the
Access Person.
Transactions undertaken in violation of the prohibitions of Section 4
of this Code, at the discretion of the Compliance Officer, may be required to be
unwound, and/or any profits realized by an Access Person on any such
transactions may be required to be disgorged as determined by the Compliance
Officer. The Compliance Officer may grant exceptions to this requirement, in
whole or in part, upon such conditions as he or she may impose, if the
Compliance Officer determines that no harm resulted to the Funds and that to
require disgorgement would be inequitable or result in undue hardship to the
Access Person involved.
7. REPORTS TO THE BOARD
All material violations of this Code and of the Distributor's code of
ethics shall be reported to the Board. In addition, management of the Funds
shall report to the Board at least annually concerning the operation of and
compliance with this Code and the Distributor's code of ethics.
October 26, 1998
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