<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CDC MPT+ FUNDS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than 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)(1) 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.
<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
-2-
<PAGE>
CDC MPT+ FUNDS
U.S. CORE EQUITY FUND
AGGRESSIVE EQUITY FUND
GLOBAL INDEPENDENCE FUND
9 WEST 57TH STREET
NEW YORK, NY 10019
October 25, 1999
Dear Shareholder:
I am writing to let you know that a meeting will be held on November
18, 1999 for shareholders of the U.S. Core Equity Fund, the Aggressive Equity
Fund and the Global Independence Fund (the "Funds"), each a series of CDC MPT+
Funds (the "Trust") to elect two additional Trustees and to ratify the selection
of Deloitte & Touche LLP as the independent accountants for the Trust. As a
shareholder, you have the opportunity to voice your opinion on these matters.
This package contains information about the proposals, along with a
proxy card for you to vote by mail. Please take a moment to read the enclosed
materials and cast your vote using the proxy card. Your prompt vote will help
save money.
THE BOARD MEMBERS OF THE TRUST BELIEVE THAT EACH OF THE PROPOSALS SET
FORTH IN THE NOTICE OF MEETING FOR YOUR FUND IS IMPORTANT AND RECOMMEND THAT YOU
READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR BOTH PROPOSALS.
Since the Trust is conducting a single shareholder meeting for all the
Funds, if you own shares of more than one Fund, you will receive more than one
proxy card. Please sign and return each proxy card you receive.
Your vote is important. PLEASE TAKE A MOMENT NOW TO VOTE BY COMPLETING
AND RETURNING YOUR PROXY CARD(S) IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
Respectfully,
/s/ Bluford H. Putnam
Bluford H. Putnam
President and Chief Investment Officer
SHAREHOLDERS ARE URGED TO VOTE BY COMPLETING AND RETURNING THE PROXY CARD TO
ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF
YOUR SHAREHOLDINGS.
<PAGE>
CDC MPT+ FUNDS
U.S. CORE EQUITY FUND
AGGRESSIVE EQUITY FUND
GLOBAL INDEPENDENCE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Please take notice that the Special Meeting of shareholders (the
"Special Meeting") of the U.S. Core Equity Fund, the Aggressive Equity Fund and
the Global Independence Fund (each a "Fund" and, collectively, the "Funds"),
each a separate series of CDC MPT+ Funds (the "Trust"), will be held at the
offices of CDC Investment Management Corporation, 9 West 57th Street, 35th
Floor, New York, New York 10019, on November 18, 1999 at 10:00 a.m., Eastern
time, for the following purposes:
(1) To elect two additional Trustees of the Trust; and
(2) To ratify or reject the selection of Deloitte & Touche LLP as
the independent accountants for the Trust for the Trust's current fiscal year.
The appointed proxies, in their discretion, will vote on any other
business as may properly come before the Special Meeting or any adjournments
thereof.
Holders of record of shares of each Fund at the close of business on
the record date are entitled to vote at the Special Meeting and at any
adjournments thereof. The record date for each Fund is October 12, 1999.
In the event that the necessary quorum to transact business or the
vote required to approve or reject any proposal is not obtained at the Special
Meeting, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law, to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the Trust's shares present in person or by proxy
at the Special Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor and will vote
against any such adjournment those proxies to be voted against that proposal.
<PAGE>
We encourage you to vote by completing and returning your proxy
card(s) so as to reduce the time and costs associated with the proxy
solicitation. Please read the full text of the proxy statement before you vote.
By order of the Board of Trustees,
/s/ Rachel D. Manney
Rachel D. Manney
Secretary
October 25, 1999
IMPORTANT--IN ORDER TO AVOID THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS
TO ENSURE A QUORUM AT THE SPECIAL MEETINGS, WE ASK THAT YOU VOTE YOUR SHARES
PROMPTLY.
<PAGE>
CDC MPT+ FUNDS
U.S. CORE EQUITY FUND
AGGRESSIVE EQUITY FUND
GLOBAL INDEPENDENCE FUND
9 WEST 57TH STREET
NEW YORK, NY 10019
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees (the "Board"), of CDC MPT+ Funds (the
"Trust") on behalf of each of its portfolios listed above (each a "Fund" and,
collectively, the "Funds") for use at the Special Meeting of Shareholders of the
Trust, to be held at the offices of CDC Investment Management Corporation ("CDC
Investments"), 9 West 57th Street, 35th Floor, New York, NY 10019, on November
18, 1999 at 10:00 a.m., Eastern time, and at any and all adjournments thereof
(the "Special Meeting").
This Proxy Statement, the Notice of Special Meeting and the proxy
cards are first being mailed to shareholders on or about October 25, 1999 or as
soon as practicable thereafter. Any shareholder giving a proxy has the power to
revoke it by mail (addressed to Rachel D. Manney, Secretary of the Trust, c/o
CDC Investment Management Corporation, 9 West 57th Street, New York, NY 10019),
in person at the Special Meeting, by executing a superseding proxy or by
submitting a notice of revocation. All properly executed proxies received in
time for the Special Meeting will be voted as specified in the proxy or, if no
specification is made, in favor of each proposal referred to in the Proxy
Statement.
The presence at any Special Meeting, in person or by proxy, of the
holders of one-third of the shares entitled to be cast of the Trust shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve or reject any proposal is not obtained at the Special Meeting, the
persons named as proxies may propose one or more adjournments of the Special
Meeting in accordance with applicable law to permit further solicitation of
proxies with respect to any proposal which did not receive the vote necessary
for its passage or to obtain a quorum. With respect to a proposal for which
there is represented a sufficient number of votes in favor, actions taken at the
Special Meeting will be effective irrespective of any adjournments with respect
to the other proposal. Any such adjournment will require the affirmative vote of
the holders of a majority of the Trust's shares present in person or by proxy at
the Special Meeting. The persons named as
<PAGE>
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor for that proposal and will vote against any such
adjournment those proxies to be voted against that proposal. For purposes of
determining the presence of a quorum for transacting business at the Special
Meeting, abstentions and broker "non-votes" will be treated as shares that are
present but which have not been voted. Broker non-votes are proxies received
from brokers or nominees when the broker or nominee has neither received
instructions from the beneficial owner or other persons entitled to vote nor has
discretionary power to vote on a particular matter. Accordingly, shareholders
are urged to forward their voting instructions promptly.
Approval of Proposal 1 by a Fund requires the affirmative vote of a
plurality of the shares of the Trust voting at the Special Meeting. Approval of
Proposal 2 requires the affirmative vote of a majority of the shares of the
Trust voting at the Special Meeting. Abstentions and broker non-votes will not
be counted in favor of, but will have no other effect on, the vote for Proposals
1 and 2.
Holders of record of the shares of beneficial interest of each Fund at
the close of business on October 12, 1999 (the "Record Date"), as to any matter
on which they are entitled to vote, will be entitled to one vote per share on
all business of the Special Meeting. The table below sets forth the number of
shares outstanding for each Fund as of its Record Date.
<TABLE>
<CAPTION>
NUMBER OF SHARES OUTSTANDING
NAME OF THE FUND AS OF THE RECORD DATE
- ------------------------------------- ----------------------------
<S> <C>
U.S. Core Equity Fund 2,853,773.444
Aggressive Equity Fund 2,506,786.586
Global Independence Fund 2,557,941.127
</TABLE>
-2-
<PAGE>
To the best of the Trust's knowledge, as of October 12, 1999, no
shareholder held 5% or more of a Fund's shares, except as set forth in the
following table:
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS NAME OF FUND SHARES HELD OWNERSHIP
- ------------------------- ------------------------ ------------------- -----------------
<S> <C> <C> <C>
CIMCO HOLDINGS, LLC U.S. Core Equity Fund 2,542,041.352 89%
c/o CDC Investment
Management Corp.
9 West 57th Street
New York, NY 10019
Attn: Bluford H. Putnam
G.A.A.S. Equity Fund U.S. Core Equity Fund 300,000 10%
c/o CDC Investment
Management Corp.
9 West 57th Street
New York, NY 10019
MASTER HOLDINGS Aggressive Equity Fund 2,500,000 99%
c/o CDC Investment
Management Corp.
9 West 57th Street
New York, NY 10019
Attn: Rob Covino
MASTER HOLDINGS Global Independence Fund 2,500,000 97%
c/o CDC Investment
Management Corp.
9 West 57th Street
New York, NY 10019
Attn: Rob Covino
</TABLE>
Master Holdings is the majority shareholder of CIMCO Holdings LLC and
CDC Investments is a minority shareholder of CIMCO Holdings LLC. CDC Group,
Paris is the majority shareholder of Master Holdings. CDC Investments is a
wholly-owned subsidiary of CDC Group, Paris.
Each Fund provides periodic reports to all of its shareholders which
highlight relevant information, including investment results and a review of
portfolio changes. Copies of the Funds' Prospectus and information regarding the
Funds' current performance and the status of shareholder accounts may be
obtained by calling the Funds at (800) 774-9838 or by writing the Funds at P.O.
Box 8122, Boston, Massachusetts, 02266-8122.
-3-
<PAGE>
PROPOSAL 1: ELECTION OF TRUSTEES FOR THE TRUST
On October 7, 1999, the Board of Trustees approved a resolution
increasing the number of Trustees from three to five. At that meeting, the
Trust's Nominating Committee nominated, and the entire Board of Trustees
approved the nomination of, Richard Levich and Luc de Clapiers to the Board to
fill those newly established vacancies. At this Special Meeting, shareholders
are being asked to elect Mr. Levich and Mr. De Clapiers to the Board.
The persons named as proxies on the enclosed proxy card will vote for
the election of the nominees named above unless authority to vote for any or all
of the nominees is withheld in the proxy. Each Trustee so elected will serve as
a Trustee of the Trust until the next meeting of shareholders, if any, called
for the purpose of electing Trustees and until the election and qualification of
a successor or until such Trustee sooner resigns, dies or is removed as provided
in the organizational documents of the Trust.
Each of the nominees has indicated that he is willing to serve as a
Trustee. If any or all of the nominees should become unavailable for election
due to events not now known or anticipated, the persons named as proxies will
vote for such other nominee or nominees as the Trustees may recommend.
The following table sets forth certain information concerning the
current Trustees and the nominees. Unless otherwise noted, each of the Trustees
and nominees has engaged in the principal occupation listed in the following
table for more than five years, but not necessarily in the same capacity.
-4-
<PAGE>
NOMINEES
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON THE PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME (AGE) RECORD DATE AND TRUSTEESHIPS/DIRECTORSHIPS
- ---------------------------- ---------------- --------------------------------------
<S> <C> <C>
Richard Levich (51) 0 NOMINEE FOR TRUSTEE. Professor of
New York University Finance and International Business,
Stern School of Business New York University since 1986.
44 West 4th Street
New York, NY 10012-1126
NOMINEE FOR TRUSTEE. President and
Luc de Clapiers* (53) 0 Chief Executive Officer of CDC North
CDC North America Inc. America Inc. (the U.S. subsidiary of
9 West 57th Street the Caisse des Depots Group) since
New York, NY 10019 1989. Director of certain unregistered
investment vehicles managed by CDC
Investments.
</TABLE>
* Nominee considered by the Trust and its counsel to be an
"interested person" as defined in the Investment Company Act of 1940, as amended
(the "1940 Act") of the Trust or of the Funds' investment adviser because of his
employment by CDC North America Inc.
As of the Record Date, neither of the nominees owned shares of any of
the Funds.
-5-
<PAGE>
CURRENT TRUSTEES NOT STANDING FOR RE-ELECTION:
<TABLE>
<CAPTION>
SHARES PRESENT OFFICE WITH THE TRUST
BENEFICIALLY (DATE PERSON BECAME TRUSTEE),
OWNED ON THE PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME (AGE) RECORD DATE** AND TRUSTEESHIPS/DIRECTORSHIPS
- ---------------------------- ---------------- --------------------------------------
<S> <C> <C>
Bluford H. Putnam, Ph.D.* (48) 5,000 PRESIDENT, CHIEF INVESTMENT OFFICER
(U.S. Core AND TRUSTEE (January 7, 1999).
Equity Fund) President of CDC Investments since
1997; Managing Director and Chief
2,500 Investment Officer for Equities and
(Aggresive Asset Allocation with the Global
Equity Fund) Investment Management Department of
Bankers Trust Company in New York from
2,500 1994 to 1997; President of Putnam &
(Global Associates, Inc. from 1991 to 1994.
Independence Director of certain unregistered
Fund) investment vehicles managed by CDC
Investments.
Mike West (42) 0 TRUSTEE (January 7, 1999). The Arts
Institute of Statistics and Sciences Professor of Statistics
and Decision and Decision Sciences and Director of
Sciences Duke University the Institute of Statistics and
Durham, NC 27708-0251 Decision Sciences, Duke University
since 1988.
Arnold Zellner (72) 0 TRUSTEE (January 7, 1999). H.G.B.
The University of Chicago Alexander Distinguished Service
Graduate School of Professor Emeritus of Economics and
Business Statistics - Graduate School of
1101 East 58th Street Business, University of Chicago since
Chicago, IL 60637 1996; From 1966 to 1996, H.G.B.
Alexander Distinguished Service
Professor - Graduate School of
Business, University of Chicago.
</TABLE>
* Trustee considered by the Trust and its counsel to be an
"interested person" (as defined in the 1940 Act) of the Trust or of the Funds'
investment adviser. Mr. Putnam is considered an "interested person" because of
his employment by CDC Investments.
-6-
<PAGE>
** Mr. Putnam has sole voting and investment power with respect to
these Shares. Directors, nominees and officers of the Trust as a group own less
than one percent of the outstanding Shares of each Fund.
RESPONSIBILITIES OF THE BOARD -- BOARD AND COMMITTEE MEETINGS
The Board of Trustees of the Trust is responsible for the general
oversight of the Trust's business. A majority of the Trust's members are not
affiliated with CDC Investments ("Non-Interested Trustees"). These
Non-interested Trustees have primary responsibility for assuring that each Fund
is managed in a manner consistent with the best interests of its shareholders.
The Board meets in person at least quarterly to review the investment
performance of the Funds and other operational matters, including policies and
procedures designed to assure compliance with various regulatory requirements.
At least annually, the Non-interested Trustees review the fees paid to CDC
Investments for investment advisory services and to affiliates of CDC
Investments for administrative and distribution services.
The Board of the Trust has an Audit Committee, a Nominating Committee
and a Valuation Committee. The responsibilities of these Committees are
described below.
AUDIT COMMITTEE
The Board of the Trust has an Audit Committee consisting of all the
Non-interested Trustees. The Audit Committee reviews with management and the
independent accountants for the Trust, among other things, the scope of the
audit and the internal controls for the Trust and its agents, reviews and
approves in advance the type of services to be rendered by independent
accountants, recommends the selection of independent accountants for the Trust
to the Board and, in general, considers and reports to the Board on matters
regarding the Trust's accounting and bookkeeping practices.
NOMINATING COMMITTEE
The Board of the Trust has a Nominating Committee consisting of all
the Non-interested Trustees. The Committee is charged with the duty of making
all nominations of Non-interested Trustees and consideration of other related
matters. Shareholders' recommendations as to nominees received by management
would be referred to the Nominating Committee for its consideration and action.
VALUATION COMMITTEE
The Board of Trust has a Valuation Committee currently consisting of
all the Trustees. Bluford H. Putnam and any one other Committee member
constitute a quorum for Committee action.
-7-
<PAGE>
The Committee is primarily designated to advise the Board with respect to
valuation of portfolio assets.
The Funds commenced operations on June 30, 1999. The Board of Trustees
has met four times since January 1999 and each such meeting was attended by all
of the Trustees. Each of the Audit Committee and the Nominating Committee has
met once since the Funds commenced operations. There has not yet been a meeting
of the Valuation Committee.
-8-
<PAGE>
EXECUTIVE OFFICERS
The following persons are officers of the Trust, all of which were
appointed during 1999:
PRESENT OFFICE WITH THE TRUST;
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME (AGE) (1)(2)
- ------------------------------ ------------------------------------------------
Bluford H. Putnam, PRESIDENT, CHIEF INVESTMENT OFFICER AND TRUSTEE.
Ph.D.* (48) President of CDC Investments since 1997;
Managing Director and Chief Investment Officer
for Equities and Asset Allocation with the
Global Investment Management Department of
Bankers Trust Company in New York from 1994 to
1997; President of Putnam & Associates, Inc.
from 1991 to 1994.
D. Sykes Wilford, Ph.D VICE PRESIDENT AND INVESTMENT OFFICER.
(50) Managing Director of CDC Investments since 1997;
Chief Investment Officer of Bankers Trust
Private Bank and Managing Director of Bankers
Trust Global Investment Management from 1994 to
1997; Managing Director of Chase Investment
Bank, Ltd., London from 1992 to 1994; Managing
Director of Chase Manhattan Bank from 1988 to
1992.
Jose Quintana (49) VICE PRESIDENT AND INVESTMENT OFFICER.
Managing Director of CDC Investments since 1997;
Vice President and Head of Quantitative Research
for the Strategic Asset Allocation team in the
Global Investment Management Group of Bankers
Trust Company from 1994 to 1997; Vice President
in the Global Risk Management Sector of Chase
Manhattan Bank from 1992 to 1994. Vice President
at Chase Investors Management Corporation from
1988 to 1992; Staff Supervisor for AT&T's Market
Analysis and Forecasting Directorate from 1987
to 1988.
-9-
<PAGE>
PRESENT OFFICE WITH THE TRUST;
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME (AGE) (1)(2)
- ------------------------------ ------------------------------------------------
C. Peter Paterno (36) TREASURER.
Vice President of CDC Investments since 1997;
Financial Consultant from 1995 to 1997; Managing
Director and Head of Trading, Putnam &
Associates from 1993 to 1994; Director, Panther
Capital Advisers, Ltd. in 1992; Vice President,
Proprietary Fixed Income Trading, Merrill Lynch
International Ltd. from 1991 to 1992; Manager,
International Arbitrage, Kleinwort Benson Ltd.
from 1989 to 1991; Research Analyst in the
International Fixed Income Strategy and
Economics Group at Morgan Stanley & Co.,
Incorporated from 1986 to 1989.
Rachel D. Manney (32) SECRETARY.
Vice President of CDC Investments; Vice
President, BEA Associates from 1992 to 1997;
Senior Associate, Coopers & Lybrand, LLP from
1989 to 1992.
Charles Rosenberg (30) ASSISTANT SECRETARY.
Fund Administrator of CDC Investments since
1998; Supervisor of Fund Administration,
OFFITBANK from 1995 to 1998; Fund Accounting
Supervisor, The Bank of New York from 1993 to
1995.
- ---------------------
(1) Unless otherwise stated, all of the executive officers have been associated
with their respective companies for more than five years, although not
necessarily in the same capacity.
(2) The President, Treasurer and Secretary each holds office until his or her
successor has been duly elected and qualified, and all other officers hold
offices in accordance with the by-laws of the Trust.
COMPENSATION OF TRUSTEES AND OFFICERS
The Trust pays each Trustee who is not an employee of CDC Investments
an annual fee plus specified amounts for Board meetings attended and
compensation for out-of-pocket expenses related to Trust business.
CDC Investments supervises each Fund's investments, pays the
compensation and certain expenses of its personnel who serve as Trustees and
officers of the Trust and receives an
-10-
<PAGE>
advisory fee for its services. Several of the Trust's officers and Trustees are
also officers, Trustees or employees of CDC Investments and participate in the
fees paid to that firm, although each such Fund makes no direct payments to
them.
TRUSTEES' TOTAL COMPENSATION:
<TABLE>
<CAPTION>
NAME OF TRUSTEE FROM THE TRUST+
- --------------- --------------
<S> <C>
Bluford H. Putnam* None
Mike West $19,000
Arnold Zellner $19,000
</TABLE>
- --------
+ Amounts shown are estimates of payments to be made for the Trust's first
fiscal year ending October 31, 1999 pursuant to existing arrangements.
* Mr. Putnam receives compensation as an employee of CDC Investments and,
accordingly, receive no compensation from the Trust.
The Trustees do not receive any pension or retirement benefits from
the Trust.
REQUIRED VOTE
Election of each of the listed nominees for Trustee requires the
affirmative vote of a plurality of the votes of the Trust cast at the Special
Meeting in person or by proxy. This means that the nominees receiving the
largest number of votes will be elected. THE TRUSTEES OF THE TRUST, INCLUDING
THE NON-INTERESTED TRUSTEES, UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH
FUND VOTE IN FAVOR OF EACH OF THE NOMINEES LISTED IN THIS PROPOSAL 1.
PROPOSAL 2: RATIFICATION OR REJECTION
OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Trustees of the Trust, including a majority of the
Non-interested Trustees, has selected Deloitte & Touche LLP to act as
independent accountants for the Trust's current fiscal year. Deloitte & Touche
LLP are independent accountants and have advised the Trust that they have no
direct financial interest or material indirect financial interest in the Trust.
One or more representatives of Deloitte & Touche LLP will be available by phone
at the Special Meeting and will have an opportunity to make a statement if they
so desire. Such representatives are expected to be available to respond to
appropriate questions posed by shareholders or management.
-11-
<PAGE>
REQUIRED VOTE
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes of the Trust cast at the Special
Meeting in person or by proxy. THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND
THAT THE SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THIS PROPOSAL 2.
ADDITIONAL INFORMATION
GENERAL
The cost of preparing and mailing the enclosed proxy, accompanying
notice and proxy statement and all other costs incurred in connection with the
solicitation of proxies, including any additional solicitation made by letter or
telephone, will be paid by the Trust. In addition to solicitation by mail,
certain officers and representatives of the Trust, officers and employees of CDC
Investments and certain financial services firms and their representatives, who
will receive no extra compensation for their services, may solicit proxies in
person or by telephone.
Should shareholders require additional information regarding the proxy
or replacement proxy cards, they may contact the Trust toll-free at
800-774-9838. Any proxy given by a shareholder is revocable.
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to Rachel D. Manney, Secretary of the Trust,
c/o CDC Investment Management Corporation, 9 West 57th Street, 35th Floor, New
York, NY 10019, within a reasonable time before the solicitation of proxies for
such meeting. The timely submission of a proposal does not guarantee its
inclusion.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
The Board is not aware of any matters that will be presented for
action at the Special Meeting other than the matters set forth herein. Should
any other matters requiring a vote of shareholders arise, the proxy in the
accompanying form will confer upon the person or persons entitled to vote the
shares represented by such proxy the discretionary authority to vote the shares
as to any such other matters in accordance with their best judgment in the
interest of each Fund.
-12-
<PAGE>
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Trustees,
/s/ Rachel D. Manney
Rachel D. Manney
Secretary
-13-
<PAGE>
PROXY
CDC MPT+ FUNDS
[FUND NAME]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Bluford H. Putnam and Rachel D.
Manney, and each of them, as proxies of the undersigned, each with the power to
appoint his or her substitute, and hereby authorizes both of them, or any one if
only one be present, to represent and to vote, as designated on the reverse
side, all the shares of the Fund named above held of record by the undersigned,
or with respect to which the undersigned is entitled to vote or act, at the
Special Meeting of Shareholders to be held on November 18, 1999 at 10:00 a.m.,
Eastern time, for the purposes referred to on the reverse side.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign exactly as your name(s) appear(s) hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------- -----------------------------------
- --------------------------- -----------------------------------
- --------------------------- -----------------------------------
<PAGE>
[REVERSE SIDE]
<TABLE>
<S><C>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -------------------------------------
CDC MPT+ FUNDS For All Withheld For All
- ------------------------------------- Nominees Except
1. To elect Trustees of the Trust. / / / / / /
VOTE THIS CARD TODAY!
Richard Levich
Luc de Clapiers
INSTRUCTION: To withhold authority to vote for any individual
nominee, mark the "For All Except" box and strike a line through
the name(s) of the nominee(s).
For Against Abstain
2. To ratify the selection of / / / / / /
Deloitte & Touche LLP as independent
accountants for the Trust for the
current fiscal year.
Please be sure to sign and date this Proxy. Date Mark box at right if comments or address change
have been noted on the reverse side of this card. / /
- ----------------------------------------------------------
Shareholder sign here Co-owner sign here RECORD DATE SHARES:
Date: Date:
</TABLE>
