SCHEDULE (RULE 14a-101) 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
. . . . . . . . . . . . . . . . . . . . . . . WORLDWIDE INDEX FUNDS . . .
. . .
(Name of Registrant as Specified In Its Charter)
Linda J. Hoard, Assistant Secretary
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
5) Total fee paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .
. . . . . .
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchang
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .
2) Form, Schedule or Registration Statement No.:
Schedule 14A; 811-08805
3) Filing Party:
WORLDWIDE INDEX FUNDS
4) Date Filed:
October 4, 1999
<PAGE>
WORLDWIDE INDEX FUNDS
Australia Index Fund Italy Index Fund Switzerland Index Fund
France Index Fund Japan Index Fund United Kingdom Index Fund
Germany Index Fund Netherlands Index Fund Europe Index Fund
Hong Kong Index Fund Spain Index Fund International Index Fund
Sweden Index Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
October 18, 1999
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of the
Australia Index Fund, France Index Fund, Germany Index Fund, Hong Kong Index
Fund, Italy Index Fund, Japan Index Fund, Netherlands Index Fund, Spain Index
Fund, Sweden Index Fund, Switzerland Index Fund, United Kingdom Index Fund,
Europe Index Fund and International Index Fund (the "Funds"), each a series of
Worldwide Index Funds (the "Trust"), an open-end management investment company
organized under the laws of The Commonwealth of Massachusetts, will be held at
the offices of LMI Capital Management LLC, 1060 East Green Street, Suite 209,
Pasadena, California 91106, on October 18, 1999 at 10:00 a.m., Pacific
Time, for the following purposes:
1. To approve or disapprove a change to that portion of each
Fund's investment objective relating to the reduction or
elimination of the impact of currency fluctuation.
2. To approve or disapprove the reduction of fee waivers and expense
reimbursements.
3. To consider and act upon any other matters which may
properly come before the meeting or any adjournment
thereof.
By order of the Trustees of the Trust,
KEITH B. PIPES, Secretary
October 4, 1999
YOUR VOTE IS IMPORTANT
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENCLOSED POSTAGE-
PAID ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT
AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING.
<PAGE>
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of
assistance to you and will avoid the time and expense involved in validating
your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the registration
on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to a name shown in the
registration.
3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the
form of registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp...........................................John Doe, Treasurer
(2) ABC Corp............................................. John Doe
c/o John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan................... John Doe, Trustee
Trust Accounts
(1) ABC Trust.....................................Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee Jane B. Doe
u/t/d 12/28/78
Custodial or Estate Accounts
(1) John B. Smith, Cust................................John B. Smith
f/b/o John B. Smith, UGMA
(2) John B. Smith.................................John B. Smith, Executor
<PAGE>
WORLDWIDE INDEX FUNDS
1060 East Green Street, Suite 209
Pasadena, California 91106
Australia Index Fund Italy Index Fund Switzerland Index Fund
France Index Fund. Japan Index Fund United Kingdom Index Fund
Germany Index Fund Netherlands Index Fund Europe Index Fund
Hong Kong Index Fund Spain Index Fund International Index Fund
Sweden Index Fund
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Worldwide Index Funds (the "Trust") for
use at the Special Meeting of Shareholders of the Australia Index Fund, France
Index Fund, Germany Index Fund, Hong Kong Index Fund, Italy Index Fund, Japan
Index Fund, Netherlands Index Fund, Spain Index Fund, Sweden Index Fund,
Switzerland Index Fund, United Kingdom Index Fund, Europe Index Fund and
International Index Fund (each a "Fund" and collectively, the "Funds"), each a
series of the Trust, to be held at the offices of LMI Capital Management LLC,
1060 East Green Street, Suite 209, Pasadena, California 91106, on October 18,
1999 at 10:00 a.m., Pacific Time, and at any adjournment or adjournments
thereof (the "Meeting"). This proxy statement and its enclosures are being
mailed to shareholders of the Funds beginning on or about October 4, 1999. A
copy of the Trust's Annual Report for the period ended July 31, 1999 may be
obtained as soon as it is available and a copy of the Trust's Semi-Annual Report
for the period ended January 31, 1999 may be obtained without charge by writing
to Worldwide Index Funds at the above address or by calling 1-877-463-9363.
GENERAL
Shareholders of record of the R Class and the I Class of each Fund on
September 24, 1999, the record date for determining shareholders entitled to
vote at the Meeting (the "Record Date"), are entitled to one vote for each whole
share of beneficial interest (and a proportionate fractional vote for each
fractional share) of the Fund held as of that date. The number of shares of each
Class of each Fund issued and outstanding as of the Record Date was as follows:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Number of
Fund R Class Shares Outstanding I Class Shares Outstanding
- ---- -------------------------- --------------------------
Australia Index Fund 4,332.040 843.861
France Index Fund 7,524.031 41,311.788
Germany Index Fund 23,651.708 27,110.189
Hong Kong Index Fund 167,224.205 14,708.899
Italy Index Fund 6,136.624 9,851.823
Japan Index Fund 419,425.610 9,565.915
Netherlands Index Fund 10,265.400 745.908
Spain Index Fund 3,198.301 7,017.105
Sweden Index Fund 1,931.199 962.538
Switzerland Index Fund 827.501 934.699
United Kingdom Index Fund 29,454.663 46,627.432
Europe Index Fund 90,581.318 9,785.056
International Index Fund 20,053.856 11,810.941
</TABLE>
Timely, properly executed proxies will be voted as you instruct. If you
return your proxy card and no choice is indicated, your shares will be voted in
favor of the proposal set forth in the attached Notice of Special Meeting of
Shareholders (the "Proposal"). At any time before it has been voted, the
enclosed proxy may be revoked by the signer by (i) a written revocation received
by the Secretary of the Trust, (ii) properly executing a later-dated proxy or
(iii) attending the Meeting and voting in person.
The costs of solicitation of proxies will be borne by the
Advisor. Solicitation of proxies by personal interview, mail, telephone
and telegraph may be made by officers, Trustees or agents of the Trust.
I. APPROVAL OF A CHANGE TO THAT PORTION OF EACH FUND'S INVESTMENT OBJECTIVE
RELATING TO THE REDUCTION OR ELIMINATION OF THE IMPACT OF CURRENCY FLUCTUATION
Currently, each of the Australia Index Fund, France Index Fund, Germany
Index Fund, Hong Kong Index Fund, Italy Index Fund, Japan Index Fund,
Netherlands Index Fund, Spain Index Fund, Sweden Index Fund, Switzerland Index
Fund and the United Kingdom Index Fund (the "Country Index Funds") has the
following investment objective:
To "seek long-term capital appreciation that reasonably
corresponds with local market equity returns. Each Fund seeks to track
as closely as possible the performance of a widely used index of local
market equity returns (the `LOCAL MARKET INDEX' or `LMI'SM) for each
respective country, and seeks to reduce or eliminate the impact of
currency fluctuation."
Each of the Europe Index Fund and International Index Fund (the
"Funds of Index Funds") has the following investment objective:
To "seek long-term capital appreciation that reasonably
corresponds with local market equity returns of the group of countries
in which the underlying Country Index Funds invest, and seek to reduce
or eliminate the impact of currency fluctuation."
The Trustees recommend that shareholders approve a change to the
investment objective of each Fund by eliminating that portion of each Fund's
investment objective which seeks to reduce or eliminate the impact of currency
fluctuation. If such a change is approved, the resulting investment objective of
the Country Index Funds and the Funds of Index Funds would be as follows:
Proposed investment objective - Country Index Funds
To "seek long-term capital appreciation that reasonably
corresponds with local market equity returns. Each Fund seeks to track
as closely as possible the performance of a widely used index of local
market equity returns (the `LOCAL MARKET INDEX'SM or `LMI'SM) for each
respective country."
Proposed investment objective - Funds of Index Funds
To "seek long-term capital appreciation that reasonably
corresponds with local market equity returns of the group of countries
in which the underlying Country Index Funds invest."
Approving the proposed change to the investment objective of each Fund
will enable the Funds to better complement an investment portfolio where the
Funds are used as a means to diversify outside of the U.S. markets. By removing
the currency hedge, the Funds will be exposed to greater risk and their
performance will be affected by changes in the exchange rates between foreign
currencies and the U.S. Dollar. Absent other events which could otherwise affect
the value of a foreign security (such as a change in the political climate or an
issuer's credit quality), performance of a Fund will benefit when the relevant
foreign currency increases in value relative to the U.S. Dollar, while
performance will be negatively impacted when the value of the relevant foreign
currency decreases relative to the U.S. Dollar. Currency exchange rates can also
be affected by the intervention or the failure to intervene by U.S. or foreign
governments or central banks, or by currency controls or political developments
in the U.S. or abroad. Since inception, the Funds have sought to hedge fully
against currency risk at all times.
Fund management has found that many investors in foreign markets want
to assume currency exchange risk and consider this risk a prime motive for
choosing to invest in foreign markets. These investors understand that an
investment in foreign markets entails greater risk than that of a domestic
investment but they are willing to assume this risk for the potential gains
and/or for diversification purposes. Many investors in foreign markets do not
desire to have their foreign investments impacted by hedging the local foreign
currencies against the U.S. Dollar, even if that decreases the investment's
risk, because doing so automatically eliminates some of the diversification
and/or potential gains that such investors hope to achieve.
The removal of the currency hedge also eliminates costs associated with
hedging. Although the costs of currency hedging can be relatively low, any
additional Fund expenses detract from the Funds' performance. Furthermore, the
majority of international mutual funds do not hedge currencies. Removing the
currency hedge, therefore, enables the Funds to better compare their performance
against the performance of other international mutual funds. The Funds will
continue to seek to track the performance of Local Market Indexes (LMIs) and
performance will continue to be quoted in U.S. dollars.
While eliminating the hedging aspect of each Fund's investment
objective will affect the Funds when foreign currencies strengthen or weaken
relative to the U.S. Dollar, the increased risk will be offset by the increased
diversification element that such a change will achieve and by the elimination
of costs associated with currency hedging. The Trustees, by a unanimous written
consent dated August 27, 1999, recommend this change and have determined that
such a change is in the best interests of the Funds and their shareholders.
Approval of the revised investment objective for each Fund requires the
affirmative vote of a majority of the respective Fund's voting securities. Due
to the nature of the fund complex and the existence of the Funds of Funds, the
investment objective of a Fund will only be changed if shareholders of the Fund,
and shareholders of each of the other Funds, approve the revised investment
objective for each respective Fund. If each Fund's shareholders approve this
Proposal, the investment objective of each Fund will be changed as soon as it is
deemed practicable by the appropriate officers of the Trust. If the shareholders
of any Fund do not approve this Proposal, no Fund's investment objective will be
changed.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE "FOR" THE REVISED INVESTMENT
OBJECTIVE.
II. APPROVAL OF THE REDUCTION OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
Currently, the Advisor has committed to waiving its fees and
reimbursing expenses, as necessary, to limit each Country Index Fund's total
expense ratio and each Fund of Index Funds' total expense ratio, including the
underlying fund expenses, to no greater than 0.99% for R Class shares and 0.74%
for I Class shares over a calendar year until December 31, 2001. In addition,
since the Funds were launched, the Funds have imposed a purchase fee of 0.50% of
net asset value payable to the respective Fund on any purchase into a Fund.
These purchase fees were intended to benefit all shareholders by covering
brokerage fees, other costs associated with purchasing or selling portfolio
securities and other transaction-related expenses.
Since inception, though, the purchase fee has created unanticipated
difficulties in marketing the Funds which have hindered the Funds' growth. Fund
management believes that removing the purchase fee will assist the Funds in
attracting new investors and assets. Due to the purchase fee, many of the major
clearing systems that offer the Funds cannot offer free exchangeability among
the Funds. Furthermore, one of the anticipated benefits of attracting new
investors and assets to the Funds is the expectation that eventually fund
expense ratios will be reduced in the long-term as a result. Thus, the Board
of Trustees has approved the removal of the purchase fee at such time as the
President of the Trust shall deem appropriate.
However, while removing the purchase fee is anticipated to have a
long-term effect of reducing fund expenses, the short-term effect will be a
reduction of revenue to the Funds. Since no Fund expenses will be offset by the
purchase fee, the immediate effect will be to increase net Fund expenses. With
the current fee waivers and expense reimbursements in place, though, these
increased net expenses would now be borne by the Funds' advisor and not the
Funds. Under these circumstances, the Fund's advisor is unwilling to absorb the
additional expenses. Therefore, at a meeting held on September 24, 1999, the
Board of Trustees approved recommending that shareholders approve a change to
the current fee waivers and expense reimbursements so that each Country Index
Fund's total expense ratio and each Fund of Index Funds' total expense ratio,
including the underlying fund expenses, would be limited to no greater than
1.50% for R Class shares and 1.25% for I Class shares over a calendar year until
December 31, 2001. A vote for this Proposal increases net Fund expenses and
negatively impacts Fund performance.
The effect of reducing the fee waivers and expense reimbursements, in
addition to the removal of the purchase fee, is illustrated on the following
pages. For the fiscal period ended July 31, 1999, this information illustrates
the amount of expenses paid by shareholders of the Funds and the amounts that
would have been paid had the above changes to the purchase fee, fee waivers and
expense reimbursements been in effect.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SHAREHOLDER FEES - CURRENTLY
R CLASS I CLASS
Country Funds of Country Funds of
Index Funds Index Funds Index Funds Index Funds
Maximum Sales Charge (Load) Imposed
on Purchase (as a percentage of offering
price)........................................ None None None None
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends (as a percentage of
net asset value).............................. None None None None
Purchase Fee+................................. .50% .50% .50% .50%
+ The purchase fee is deducted from all purchases, but not from reinvested
dividends or capital gains distributions.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SHAREHOLDER FEES - PROPOSED
R CLASS I CLASS
Country Funds of Country Funds of
Index Funds Index Funds Index Funds Index Funds
Maximum Sales Charge (Load) Imposed
on Purchase (as a percentage of offering
price)........................................ None None None None
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends (as a percentage of
net asset value).............................. None None None None
Purchase Fee.................................. None None None None
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
AUSTRALIA INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 16.03% 16.03% 15.78% 15.78%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 16.53% 16.53% 16.28% 16.28%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 15.54% 15.03% 15.54% 15.03%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FRANCE INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 16.49% 16.49% 16.24% 16.24%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 16.99% 16.99% 16.74% 16.74%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 16.00% 15.49% 16.00% 15.49%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
GERMANY INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 15.04% 15.04% 14.79% 14.79%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 15.54% 15.54% 15.29% 15.29%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 14.55% 14.04% 14.55% 14.04%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
HONG KONG INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 12.92% 12.92% 12.67% 12.67%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 13.42% 13.42% 13.17% 13.17%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 12.43% 11.92% 12.43% 11.92%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ITALY INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 15.81% 15.81% 15.56% 15.56%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 16.31% 16.31% 16.06% 16.06%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 15.32% 14.81% 15.32% 14.81%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
JAPAN INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 11.02% 11.02% 10.77% 10.77%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 11.52% 11.52% 11.27% 11.27%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 10.53% 10.02% 10.53% 10.02%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
NETHERLANDS INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 29.54% 29.54% 29.29% 29.29%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 30.04% 30.04% 29.79% 29.79%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 29.05% 28.54% 29.05% 28.54%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SPAIN INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 19.52% 19.52% 19.27% 19.27%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 20.02% 20.02% 19.77% 19.77%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 19.03% 18.52% 19.03% 18.52%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SWEDEN INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 16.10% 16.10 % 15.85% 15.85%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 16.60% 16.60% 16.35% 16.35%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 15.61% 15.10% 15.61% 15.10%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SWITZERLAND INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 24.69% 24.69 % 24.44% 24.44%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 25.19% 25.19% 24.94% 24.94%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 24.20% 23.69% 24.20% 23.69%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
UNITED KINGDOM INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... .50% .50% .50% .50%
Other Expenses*............................... 20.60% 20.60% 20.35% 20.35%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES.......... 21.10% 21.10% 20.85% 20.85%
- --------------------------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 20.11% 19.60% 20.11% 19.60%
NET EXPENSES++................................ 0.99% 1.50% 0.74% 1.25%
+ These numbers have not been audited and are subject to change.
++ The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
EUROPE INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... 0.00% 0.00% 0.00% 0.00%
Other Expenses*............................... 3.30% 3.30% 3.05% 3.05%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES++........3.30%3.30% 3.05% 3.05%
- ----------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 3.05% 3.30% 3.05% 3.05%
NET EXPENSES++++.............................. 0.25%++ 0.00%+++ 0.00%++ 0.00%++
+ These numbers have not been audited and are subject to change. ++
Expenses exclude expenses of underlying Country Index Funds. +++ Expenses
exclude expenses of R Class shares of underlying Country Index Funds.
++++The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
INTERNATIONAL INDEX FUND
ANNUAL FUND OPERATING EXPENSES+ PERIOD ENDED JULY 31, 1999 (expenses that are
deducted from Fund assets)
R CLASS I CLASS
Current Proposed Current Proposed
Management Fees............................... 0.00% 0.00% 0.00% 0.00%
Other Expenses*............................... 2.93% 2.93% 2.68% 2.68%
- --------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES++........2.93%2.93% 2.68% 2.68%
- ----------------------------------------------------------------------------------------
FEE WAIVER/EXPENSE REIMBURSEMENT.............. 2.68% 2.93% 2.68% 2.68%
NET EXPENSES++++.............................. 0.25%++ 0.00%+++ 0.00%++ 0.00%++
+ These numbers have not been audited and are subject to change. ++
Expenses exclude expenses of underlying Country Index Funds. +++ Expenses
exclude expenses of R Class shares of underlying Country Index Funds.
++++The Advisor has contractually agreed to limit the Fund's net annual
operating expenses to the amounts shown until December 31, 2001.
* For R CLASS shares only, 0.25% of Other Expenses is a shareholder servicing
fee.
</TABLE>
Approval of the reduction of the fee waivers and expense reimbursements
for each Fund requires the affirmative vote of a majority of the respective
Fund's voting securities. If the shareholders of a Fund approve the Proposal,
the fee waiver and expense reimbursement will be reduced for such Fund on or
before November 1, 1999. If the shareholders of a Fund do not approve this
Proposal, the fee waiver and expense reimbursement will remain unchanged for
such Fund.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE "FOR" THE REDUCTION OF THE
FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
ADDITIONAL INFORMATION
Information About the Trust
The Trust is an open-end management investment company organized in
1998 as a business trust under the laws of The Commonwealth of Massachusetts.
The Trust is comprised of thirteen investment portfolios. The address of the
Trust is 1060 East Green Street, Suite 209, Pasadena, California 91106.
Information About the Advisor, Sub-Advisor, Administrator and Distributor
LMI Investment Advisors LLC is the investment advisor of each of the
Funds. Each Fund's investment portfolio is managed on a day-to-day basis by the
Fund's sub-advisor, under the general oversight of LMI Investment Advisors LLC
and the Board of Trustees of the Trust. The address of LMI Investment Advisors
LLC is 1060 East Green Street, Suite 209, Pasadena, California 91106. State
Street Global Advisors, 225 Franklin Street, Boston, Massachusetts 02110, is the
sub-advisor to the Funds.
LMI Capital Administration LLC is the administrator of each of the
Funds. LMI Capital Administration LLC has contracted with First Data Investor
Services Group, Inc. (Investor Services Group), to provide sub-administration
services for the Funds. The address of LMI Capital Administration LLC is 1060
East Green Street, Suite 209, Pasadena, California 91106. The address of
Investor Services Group is 4400 Computer Drive, Westborough, Massachusetts
01581. First Data Distributors, Inc., 4400 Computer Drive, Westborough,
Massachusetts 01581, a subsidiary of Investor Services Group, acts as
distributor of the Funds.
Shareholders as of the Record Date
As of the Record Date, the following persons owned of record or
beneficially more than five (5) percent of the outstanding shares of each Class
of each Fund, representing the indicated percentage of the outstanding shares of
each Class of each Fund:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Percentage of
R Class Outstanding
Fund Shareholder Shares Owned R Class Shares
Australia Index Fund
Keith B. Pipes*
Arcadia, CA 3,779.922 87.2550%
N. Scott Gillis
Santa Clarita, CA 455.789 10.5214%
France Index Fund
LMI Capital Mgmt
Pasadena, CA 5,000.000 66.4537%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 2,002.811 26.6189%
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 521.220 6.9274%
Germany Index Fund
F. Brian Cerini*
La Canada, CA 11,524.937 48.7277%
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 8,022.084 33.9176%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 1,897.085 8.0209%
* Trustee or Officer of Fund
<PAGE>
Number of Percentage of
R Class Outstanding
Fund Shareholder Shares Owned R Class Shares
Hong Kong Index Fund
Trust Company of America
Englewood, CO 110,768.902 66.2398%
National Investor Services Corp.
New York, NY 15,325.489 9.1646%
F. Brian Cerini*
La Canada, CA 10,795.693 6.4558%
Keith B. Pipes*
Arcadia, CA 5,851.233 3.4990%
Italy Index Fund
F. Brian Cerini*
La Canada, CA 2,672.164 43.5445%
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 1,898.171 30.9318%
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 590.332 9.6198%
N. Scott Gillis
Santa Clarita, CA 389.408 6.3456%
Japan Index Fund
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 150,492.850 35.8807%
Trust Company of America
Englewood, CO 133,600.926 31.8533%
F. Brian Cerini*
La Canada, CA 14,891.334 3.5504%
* Trustee or Officer of Fund
<PAGE>
Number of Percentage of
R Class Outstanding
Fund Shareholder Shares Owned R Class Shares
Netherlands Index Fund
Keith B. Pipes*
Arcadia, CA 8,859.889 86.3083%
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 1,143.641 11.1407%
Spain Index Fund
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 1,207.408 37.7515%
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 826.170 25.8315%
N. Scott Gillis
Santa Clarita, CA 422.654 13.2150%
Scott E. Lynch
Maria E. Lynch
Columbia, SC 420.875 13.1593%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 320.194 10.0114%
Sweden Index Fund
Keith B. Pipes*
Arcadia, CA 1,929.927 99.9341%
* Trustee or Officer of Fund
<PAGE>
Number of Percentage of
R Class Outstanding
Fund Shareholder Shares Owned R Class Shares
Switzerland Index Fund
Theresa L. Markley
Alexandria, VA 601.685 72.7111%
National Investor Services Corp.
New York, NY 127.160 15.3668%
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 97.656 11.8013%
United Kingdom Index Fund
F. Brian Cerini*
La Canada, CA 8,846.194 30.0333%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 5,442.094 18.4762%
Talents Investment Club
Dubuque, IA 5,030.181 17.0777%
Corban Investment Club
Dubuque, IA 5,030.181 17.0777%
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 1,693.701 5.7502%
* Trustee or Officer of Fund
<PAGE>
Number of Percentage of
R Class Outstanding
Fund Shareholder Shares Owned R Class Shares
Europe Index Fund
Whitfield C. Wannamaker
Tampa, FL 21,504.998 23.7411%
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 12,453.270 13.7482%
Talents Investment Club
Dubuque, IA 10,050.251 11.0953%
Corban Investment Club
Dubuque, IA 10,050.251 11.0953%
Wannamaker Investments LLC
Reno, NV 10,000.000 11.0398%
Whitfield C. Wannamaker
Tampa, FL 4,790.019 5.2881%
International Index Fund
Whitfield C. Wannamaker
Diane H. Wannamaker
Tampa, FL 10,000.000 49.8657%
Charles Schwab & Co.
Special Custody Account
San Francisco, CA 6,063.601 30.2366%
Claude A. Ripley
Charlottesville, VA 1,403.181 6.9971%
National Investor Services Corp.
New York, NY 1,233.290 6.1499%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number of Percentage of
I Class Outstanding
Fund Shareholder Shares Owned I Class Shares
Australia Index Fund
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 842.861 99.8815%
France Index Fund
Trust Company of America
Englewood, CO 24,016.636 58.1351%
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 13,621.267 32.9719%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 3,528.253 8.5406%
Germany Index Fund
Trust Company of America
Englewood, CO 12,728.968 46.9527%
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 12,211.843 45.0452%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 2,003.358 7.3897%
Hong Kong Index Fund
Trust Company of America
Englewood, CO 13,675.000 92.9709%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 928.077 6.3096%
<PAGE>
Number of Percentage of
I Class Outstanding
Fund Shareholder Shares Owned I Class Shares
Italy Index Fund
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 6,277.311 63.7173%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 1,625.963 16.5042%
Anita L. Shaperd
Chicago, IL 1,578.532 16.0227%
Japan Index Fund
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 9,285.576 97.0694%
Netherlands Index Fund
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 421.644 56.5276%
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 323.264 43.3383%
Spain Index Fund
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 4,200.849 59.8658%
Anita L. Shaperd
Chicago, IL 1,727.116 24.6129%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 1,088.140 15.5070%
<PAGE>
Number of Percentage of
I Class Outstanding
Fund Shareholder Shares Owned I Class Shares
Sweden Index Fund
Anita L. Shaperd
Chicago, IL 961.538 99.8961%
Switzerland Index Fund
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 541.774 57.9624%
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 391.925 41.9306%
United Kingdom Index Fund
Europe Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 36,976.516 79.3021%
International Index Fund
c/o LMI Capital Mgmt
Pasadena, CA 9,649.916 20.6958%
Europe Index Fund
Anita L. Shaperd
Chicago, IL 4,476.276 45.7460%
National Investor Services Corp.
New York, NY 3,128.181 31.9690%
LMI Capital Mgmt
Pasadena, CA 2,180.599 22.2850%
International Index Fund
National Investor Services Corp.
New York, NY 9,585.742 81.1599%
LMI Capital Mgmt
Pasadena, CA 2,225.199 18.8402%
</TABLE>
<PAGE>
As of the Record Date, with the exception of Messrs. Cerini and Pipes as shown
above, the officers and Trustees of the Trust owned, collectively, less than 1%
of each Class of each Fund's outstanding shares.
Other Matters
More than fifty percent (50%) of the shares of each Fund outstanding on
the Record Date, present in person or represented by proxy, constitutes a quorum
with respect to such Fund for the transaction of business at the Meeting. The
total number of votes cast "for" approval of the Proposal will be counted for
purposes of determining whether sufficient affirmative votes have been cast. All
shares represented by proxies that reflect abstentions and "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or the persons entitled to vote) will be
counted for purposes of determining the presence of a quorum. Assuming the
presence of a quorum for a Fund, abstentions and broker non-votes have the
effect of a negative vote on the Proposal.
With respect to any Fund, in the event that a quorum is not present for
purposes of acting on the Proposal, or if sufficient votes in favor of the
Proposal are not received by October 18, 1999, the persons named as proxies may
vote on those matters for which a quorum is present and as to which sufficient
votes have been received and may propose one or more adjournments of the Meeting
with respect to such Fund to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of the shares
present in person or represented by proxy at the session of the Meeting to be
adjourned. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Proposal. They
will vote against any such adjournment those proxies required to be voted
against the Proposal and will not vote any proxies that direct them to abstain
from voting on such Proposal.
Although the Meeting is called to transact any other business that may
properly come before it, the only business that management intends to present or
knows that others will present is the Proposal mentioned in the Notice of
Special Meeting of Shareholders. However, you are being asked on the enclosed
proxy to authorize the persons named therein to vote in accordance with their
judgment with respect to any additional matters which properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting.
Shareholder Proposals at Future Meetings
The Funds do not hold annual or other regular meetings of shareholders.
Shareholder proposals to be presented at any future meeting of shareholders of
the Funds must be received by the Trust at a reasonable time before the Trust's
solicitation of proxies for that meeting in order for such proposals to be
considered for inclusion in the proxy materials relating to that meeting.
October 4, 1999
<PAGE>
[x]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ------------------------------------------------------------------
WORLDWIDE INDEX FUNDS
- ------------------------------------------------------------------
1. To approve a change to that portion of each Fund's investment objective
relating to the reduction or elimination of the impact of currency
fluctuation (each Fund):
For Against Abstain
--- --- ---
2. To approve the reduction of fee waivers and expense reimbursements (each
Fund):
For Against Abstain
--- --- ---
3. To consider and act upon any other matter which may properly come before
the meeting or any adjournment thereof:
For Against Abstain
--- --- ---
Mark box at right if an address change or comment has been noted on the reverse
side of ___ this card.
RECORD DATE SHARES:
DATE:
SIGNATURE:
<PAGE>
WORLDWIDE INDEX FUNDS
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned hereby appoints F. Brian Cerini, Keith B. Pipes and Elizabeth W.
Lawrence, and each of them, as proxies of the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of Worldwide Index Funds (the "Company") which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Company to be held at 1060 East Green Street, Suite 209, Pasadena, California
91106 on Monday, October 18, 1999 at 10:00 a.m., Pacific Time, and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement and hereby instructs said proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Special Meeting.
Any one of the above referenced proxies present and acting at the Special
Meeting in person shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
Proposals 1 and 2 and in the discretion of the proxy holder as to any other
matter that may properly come before the Special Meeting. Please refer to the
Proxy Statement for a discussion of the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of
Worldwide Index Funds. If joint owners, either may sign. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
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