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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
(Name of Registrant as Specified In Its Charter)
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
============================================================================
<PAGE>
The Lutheran Brotherhood Family of Funds
625 Fourth Avenue South
Minneapolis, MN 55415
September 22, 2000
Dear Shareholder:
Please find enclosed a notice of a special meeting of shareholders of
Lutheran Brotherhood World Growth Fund (the "Fund"), a series of The
Lutheran Brotherhood Family of Funds, which is scheduled for November 14,
2000, together with a proxy statement discussing the matters to be voted on
at the meeting. Please take the time to read the proxy statement and cast
your vote.
The meeting is being held to consider the approval of a new investment
subadvisory contract with T. Rowe Price International, Inc. ("T. Rowe Price
International"), the successor corporation to RowePrice-Fleming
International, Inc. ("Price-Fleming"). Price-Fleming was the investment
subadviser of the Fund since its inception. Price-Fleming was 50% owned by
Robert Fleming Holdings Limited and 50% owned by T. Rowe Price Associates,
Inc. ("T. Rowe Price"). On August 8, 2000, T. Rowe Price became the sole
owner of Price-Fleming. At the same time, T. Rowe Price changed the name of
Price-Fleming to T. Rowe Price International. The change of ownership
requires shareholder approval of a new investment subadvisory agreement with
T. Rowe Price International.
The Board of Trustees has unanimously recommended that Shareholders of
the Fund vote for the proposed subadvisory agreement with T. Rowe Price
International. Should you have any questions, please feel free to call us at
(800) 990-6290. We will be happy to answer any questions you may have.
I URGE EACH SHAREHOLDER TO VOTE PROMPTLY.
Sincerely,
ROLF F. BJELLAND
Chairman and President
<PAGE>
LUTHERAN BROTHERHOOD WORLD GROWTH FUND
A Series Of
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
625 Fourth Avenue South
Minneapolis, Minnesota 55415
____________________
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
To Be Held on November 14, 2000
____________________
A Special Meeting of Shareholders (the "Special Meeting") of Lutheran
Brotherhood World Growth Fund, a series of The Lutheran Brotherhood Family
of Funds (the "Trust"), will be held at the Lutheran Brotherhood Building,
625 Fourth Avenue South, Minneapolis, Minnesota on November 14, 2000, at
9:30 a.m. local time for the following purposes:
1. To approve a new investment subadvisory agreement between the
Trust, Lutheran Brotherhood Research Corp., and T. Rowe Price
International, Inc. ("T. Rowe Price International") with respect to
the Fund; and
2. To consider and act upon any matter incidental to the foregoing and
to transact such other business as may properly come before the
Special Meeting and all adjournments.
The Board of Trustees of the Trust has fixed the close of business on
September 15, 2000 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Special Meeting and all
adjournments.
By Order of the Board of Trustees
Rolf F. Bjelland, Chairman and President
Minneapolis, Minnesota
September 22, 2000
YOUR VOTE IS IMPORTANT
You can help the Fund avoid the necessity and expense of sending
follow-up letters by promptly returning the enclosed proxy. If you are
unable to be present in person, please mark, date, sign and return the
enclosed proxy. The enclosed envelope requires no postage if mailed in the
United States. You also may vote by telephone (1-800-597-7836) or the
internet (https://vote.proxy-direct.com) by entering the control number on
the enclosed proxy card.
<PAGE>
LUTHERAN BROTHERHOOD WORLD GROWTH FUND
A Series Of
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
625 Fourth Avenue South
Minneapolis, Minnesota 55415
____________________
PROXY STATEMENT
____________________
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of The Lutheran Brotherhood Family of
Funds (the "Trust") to be used at a Special Meeting of Shareholders (the
"Special Meeting") of Lutheran Brotherhood World Growth Fund (the "Fund") to
be held at the Lutheran Brotherhood Building, 625 Fourth Avenue South,
Minneapolis, Minnesota 55415, on November 14, 2000 at 9:30 a.m. local time
and at any adjournments of the Special Meeting.
1. To approve a new investment subadvisory agreement between the
Trust, Lutheran Brotherhood Research Corp. ("LBRC") and T. Rowe
Price International, Inc. ("T. Rowe Price International") with
respect to the Fund ("Proposal 1"); and
2. To transact such other business as may properly come before the
Special Meeting and any adjournments thereof.
QUORUM AND VOTING
Who is entitled to vote?
Shareholders of record at the close of business on September 15, 2000
(the "Record Date") are entitled to notice of, and to vote at, the Special
Meeting and all adjournments thereof. As of that date, there was a total of
10,463,833.14 shares of the Fund issued and outstanding. Each shareholder
is entitled to the same number of votes as the number of full and fractional
shares held by such shareholder. Each share is entitled to one vote. This
Proxy Statement and the accompanying Notice of Special Meeting of
Shareholders and proxy are first being mailed on or about September 22,
2000, to shareholders as of the record date.
You may vote by mail, telephone or the internet. To vote by mail, date
and sign the enclosed proxy card, and return it in the enclosed postage-paid
envelope. To vote by telephone, call 1-800-597-7836. To vote by internet,
visit https://vote.proxy-direct.com. For either telephone or internet
voting, you will need the control number that appears on your proxy card.
Any Shareholder giving a proxy may revoke it at any time prior to its
use. A Shareholder may change a proxy by (1) giving written notice of
revocation to an officer of the Trust, (2) returning to an officer of the
Trust a properly executed later dated proxy, (3) voting later by telephone
or internet, or (4) attending the Special Meeting, requesting return of any
previously delivered proxy and voting in person. Attendance and voting at
the Special Meeting will not in and of itself constitute a revocation of a
proxy. If the enclosed proxy is properly executed and returned in time to be
voted at the Special Meeting, the shares represented by the proxy will be
voted in accordance with the instructions on the proxy. Unless instructions
to the contrary are marked on the voting instruction form, the voting
instructions will be voted FOR all the proposals. The proxy grants
discretion to the persons named thereon, as proxies, to take such further
action as they may determine appropriate in connection with any other matter
which may properly come before the Special Meeting or any adjournments. The
Board of Trustees does not currently know of any matter to be considered at
the Special Meeting other than the matters set forth in the Notice of
Special Meeting of Shareholders.
What is the requirement for a quorum?
For purposes of considering Proposal 1, thirty percent of the number of
shares of the Fund entitled to vote constitutes a quorum.
What is the voting requirement to pass Proposal 1?
Approval of Proposal 1 requires the affirmative vote of the holders of
a "majority of the outstanding voting securities" of the Fund entitled to
vote on the proposal, as such term is defined in the Investment Company Act
of 1940, as amended ("1940 Act"). For that purpose, a vote of the holders of
a "majority of the outstanding voting securities" of the Fund means the
lesser of (1) the vote of 67% or more of the shares of the Fund present at
the Special Meeting if the holders of more than 50% of the outstanding Fund
shares are present or represented by proxy, or (2) the vote of the holders
of more than 50% of the outstanding shares of the Fund.
How is this proxy statement being solicited?
The Board of Trustees expects to make this solicitation primarily by
mail. However, in addition to the solicitation of proxies by mail, the
officers of the Trust and members of the Board of Trustees and persons
affiliated with LBRC, the Trust's investment adviser, may, without
remuneration, solicit proxies personally or by telephone, telegram or other
electronic means. The Trust may also retain a proxy solicitation firm to
assist in any special, personal solicitation of proxies. The costs of
solicitation and expenses incurred in connection with preparing this Proxy
Statement, including any cost of retaining a proxy solicitation firm, will
be borne by T. Rowe Price International. The Trust will reimburse brokerage
firms and others for their expenses in forwarding solicitation material to
the beneficial owners of the shares.
Additional Information About the Fund
The financial statements of the Fund for the fiscal year ended October
31, 1999 are included in the Trust's annual report for the year ended
October 31, 1999, which has been previously sent to Shareholders. The
financial statements for the Fund for the six months ended April 30, 2000
are included in the Trust' semi-annual report for the six months ended April
30, 2000, which has been previously sent to Shareholders. THE TRUST WILL
FURNISH UPON REQUEST AND WITHOUT CHARGE TO ANY SHAREHOLDER A COPY OF SUCH
REPORTS. A SHAREHOLDER MAY OBTAIN A COPY OF SUCH REPORTS BY WRITING TO THE
LUTHERAN BROTHERHOOD FAMILY OF FUNDS, 625 FOURTH AVENUE SOUTH, MINNEAPOLIS,
MINNESOTA 55415 OR BY CALLING TOLL FREE (800) 990-6290.
As of August 31, 2000, the Trustees and officers of the Trust, as a
group, were record and beneficial owners of less than 1% of the outstanding
shares of the Fund, and the following persons or entities were the
beneficial and/or record owners of 5% or more of the shares of a class of
the Fund:
Number % of
of Shares Outstanding
Shareholder in Class Shares in Class Class
Lutheran Brotherhood
(including its wholly-owned
subsidiary companies)
625 Fourth Avenue South
Minneapolis, MN 55415 703,404.659 55.895% Institutional Class
Lutheran Community Foundation
625 Fourth Avenue South
Suite 1415
Minneapolis, MN 55415 464,416.252 36.904% Institutional Class
PROPOSAL NO. 1 - APPROVAL OF NEW INVESTMENT SUBADVISORY AGREEMENT BETWEEN
THE TRUST, LBRC, AND T. ROWE PRICE INTERNATIONAL.
Why are shareholders being asked to approve a new investment subadvisory
agreement?
Shareholders of the Fund are being asked to approve a new investment
subadvisory agreement between the Trust, LBRC and T. Rowe Price
International (the "Proposed Agreement"). The form of the Proposed
Agreement is attached as Exhibit A to this Proxy Statement. LBRC serves as
investment adviser to the Fund. The address of LBRC is 625 Fourth Avenue
South, Minneapolis, Minnesota 55415. RowePrice-Fleming International, Inc.
("Price-Fleming") served as the investment subadviser of the Fund from its
inception until August 8, 2000. Price-Fleming was 50% owned by Robert
Fleming Holdings Limited ("Flemings") and 50% owned by T. Rowe Price
Associates, Inc. ("T. Rowe Price"). On August 8, 2000, T. Rowe Price became
the sole owner of Price-Fleming. At the same time, T. Rowe Price changed the
name of Price-Fleming to T. Rowe Price International. The address of T. Rowe
Price International is 100 East Pratt Street, Baltimore, Maryland 21202.
The August 8, 2000 purchase caused the investment subadvisory agreement
between the Trust, LBRC, and Price-Fleming (the "Prior Agreement") to
terminate automatically. In order to avoid disruption of the Fund's
investment management program, the Board of Trustees, in accordance with
Rule 15a-4 under the Investment Company Act of 1940, approved the Proposed
Agreement as an interim contract during the 150-day period following August
8, 2000. The Proposed Contract will terminate automatically on January 5,
2001 (the end of this 150-day period) unless it is approved by shareholders
of the Fund prior to that date.
How does the Proposed Agreement differ from the Prior Agreement?
The Proposed Agreement is substantially identical to the Prior
Agreement. There are no changes in the scope of services being provided.
The Proposed Agreement reflects the new name of the subadviser: T. Rowe
Price International instead of Price-Fleming. The fees payable to T. Rowe
Price International under the Proposed Agreement are the same as the fees
payable under the Prior Agreement except that T. Rowe Price International
has agreed to include a previously voluntary fee waiver as a permanent part
of the Proposed Agreement.
The Proposed Agreement also includes certain provisions required under
Rule 15a-4 that apply only while the Proposed Agreement is serving as an
interim contract. During this period, investment management fees due T.
Rowe Price International will be held in an interest-bearing escrow account.
If the Proposed Agreement is approved by shareholders, the escrowed funds,
including interest, will be paid to T. Rowe Price International. If the
Proposed Agreement is not approved, T. Rowe Price International will be
entitled to an amount equal to the lesser of (i) its costs of performing its
services during the interim period plus interest and (ii) the amount in the
escrow account plus interest.
What matters were considered by the Board in recommending the new
subadvisory agreement?
On June 7, 2000, the Board of Trustees, including the Trustees who are
not "interested persons" of LBRC, Price-Fleming, or the Fund ("Independent
Trustees"), unanimously voted to approve the Proposed Agreement. In
authorizing the Proposed Agreement, the Board of Trustees noted Price-
Fleming's assurance that the change of ownership would not affect the
investment approach or operations of the Fund and that there would be no
material changes in the organization and personnel with day-to-day
responsibility for the Fund's portfolio management. The Board also noted
that the initial term of the Agreement would continue until December 31,
2000 and that as a result the Proposed Agreement would be subject to annual
review and approval by the Board at its meeting in December 2000. This
review will occur on the same schedule as applied to the Prior Agreement and
the advisory agreement between the Trust and LBRC. The Board also noted
that T. Rowe Price International would be responsible for the expenses of
the proxy solicitation. The Board also considered the performance of the
Fund individually and relative to other international mutual funds. The
Board was presented with information regarding the personnel T. Rowe Price
International was willing to commit to the management of the Fund. After
reviewing all of these factors, the Board unanimously recommended that
shareholders of the Fund approve the Proposed Agreement.
When were the current agreements adopted?
The Proposed Agreement was approved by the Board of Trustees, including
a majority of the Independent Trustees, on June 7, 2000, effective August 8,
2000. By its terms, the Proposed Agreement will continue in effect until
December 31, 2000 and thereafter from year to year as long as it is approved
annually by the Board (at a meeting called for that purpose) or by vote of a
majority of the Fund's outstanding shares. In either case, renewal of the
Proposed Agreement must be approved by a majority of the Trust's independent
Trustees. The Proposed Agreement is subject to termination without penalty
on 60 days' written notice by either party to the other and will terminate
automatically in the event of assignment. The Prior Agreement was approved
by the initial shareholders at the time of the Fund's inception, and it was
last approved by the Trustees on December 1, 1999.
What are the investment advisory fees and the investment subadvisory fees
for the Fund?
The Investment Advisory Agreement between the Trust and LBRC provides
that the Fund will pay LBRC a fee equal to 1.00% of average daily net assets
up to $20 million, 0.85% of the average daily net assets of the Fund over
$20 million but not over $50 million, and .75% of average daily net assets
over $50 million. During the fiscal year ended October 31, 1999, the Fund
paid LBRC $753,081 for the investment advisory services it provided to the
Fund.
The Proposed Agreement provides for the following fees payable by LBRC for
investment subadvisory services:
Rate of Annual
Average Daily Advisory Fee as a Percentage
Net Assets 1 of Average Daily Net Assets
------------- ----------------------------
$0 to $20 Million .75%
Above $20 to $50 Million .60%
Above $50 to $200 Million .50%
Above $200 Million .50% 2
Above $500 Million .45% 2
1 For purposes of determining average daily net assets, the assets of
the World Growth Portfolio of LB Series Fund, Inc. are combined with the
assets of the Fund.
2 When average daily net assets exceed this amount, the indicated
annual rate is applicable to all assets of the Fund.
The investment advisory fees payable to T. Rowe Price International
under the Proposed Agreement are the same as the investment advisory fees
payable to Price-Fleming under the Prior Agreement except that the fee of
.45% of average daily net assets that applies when the aggregate daily net
assets of the Fund and the World Growth Portfolio exceed $500 million was
only a voluntary waiver under the Prior Agreement. This voluntary fee
waiver was terminable by Price-Fleming on 60 days' notice. The voluntary
waiver under the Prior Agreement also included a provision that ensured that
the fees payable to Price-Fleming would remain constant if aggregate net
assets of the Fund and the World Growth Portfolio were between $450-$500
million. This adjustment mechanism is not included in the Proposed
Agreement
During the fiscal year ended October 31, 1999, LBRC paid Price-Fleming
$449,259 for the investment subadvisory services it provided to the Fund.
As noted above, the investment subadvisory fees paid under the Proposed
Agreement will be held in escrow pending approval of the Proposed Agreement.
T. Rowe Price International acts as investment adviser and subadviser
for a number of other investment companies with similar investment
objectives. The table below sets forth the name of each investment company
for which T. Rowe Price International acts as investment adviser or
subadviser, the annual rate of compensation (i.e., the fee T. Rowe Price
International is paid for its services as adviser or subadviser to the
respective Fund), and the fund's net assets as of June 30, 2000.
<TABLE>
<CAPTION>
Comparison of Advisory Fees of Funds Advised or Subadvised by T. Rowe Price International with Similar Investment
Objectives
Net Assets
of Fund Annual
Investment at 06/30/00 Rate of Fees Waived
Name of Fund Objective (in thousands) Compensation or Reduced
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
T. Rowe Price Long-term growth of capital $ 3,610,796 0.70% No
Foreign Equity through investments primarily
Fund in the common stocks of
established, non-U.S. companies
T. Rowe Price Long-term growth of capital $12,011,954 0.67% No
International through investments primarily
Stock Fund in the common stocks of
established, non-U.S. companies
T. Rowe Price Long-term growth of capital $ 707,330 1.05%* No
International through investments primarily
Stock Portfolio in the common stocks of
established, non-U.S. companies
-------------------
The Commerce Funds Long-term growth of capital $180,393 .75% of the first Yes
$20 million
The International .60% of the next
Equity Fund $30 million
.50% above $50
million**
-------------------
Endeavor Series Long-term growth of capital $223,607 .75% of the first Yes
Trust $20 million
T. Rowe Price .60% of the next
International Stock $30 million
Portfolio
.50% above $50
million**
-------------------
EQ Advisors Trust Long-term growth of capital $244,639 .75% of the first Yes
$20 million
T. Rowe Price .60% of the next
International Stock $30 million
Portfolio
.50% above $50
million**
-------------------
John Hancock Long-term growth of capital .75% of the first Yes
Variable Series $20 million
Trust I
.60% of the next
International $102,752 $30 million
Opportunities I
Portfolio .50% above $50
million**
International $ 26,108
Opportunities II
Portfolio
-------------------
Manufacturers Long-term growth of capital $286,236 .75% of the first Yes
Investment Trust $50 million
.50% of the next
International $150 million
Stock Trust
.50% on all assets
once assets exceed
$200 million***
-------------------
SunAmerica Style Long-term growth of capital $ 61,476 .75% of the first Yes
Select Series, Inc. $20 million
International .60% of the next
Equity Portfolio $30 million
.50% above $50
million**
-------------------
The Vantagepoint Long-term growth of capital $112,456 .75% of the first Yes
Funds International $20 million
Fund
.60% of the next
$30 million
.50% above $50
million**
Please note that the net asset figures for subadvised funds are based on internal T. Rowe Price
market value records.
* The International Stock Portfolio pays an all-inclusive management fee that includes operating
expenses.
** T. Rowe Price International has agreed to waive its fees so that at $200 million, the Subadvisory
fee would be .50% on all assets.
*** T. Rowe Price International has agreed to waive its fees so that at $500 million, the Subadvisory
fee would be .45% on all assets.
</TABLE>
What services does T. Rowe Price International provide under the Prior
Agreement and Proposed Agreement?
Under the Prior Agreement and Proposed Agreement, T. Rowe Price
International provides the Fund with discretionary investment services.
Specifically, T. Rowe Price International is responsible for supervising and
directing the investments of the Fund in accordance with the Fund's
investment objective, strategies, and restrictions as provided in its
prospectus and Statement of Additional Information. T. Rowe Price
International is also responsible for effecting all securities transactions
on behalf of the Fund, including the negotiation of commissions and the
allocation of brokerage.
The current and Proposed Agreement also provide that T. Rowe Price
International, its directors, officers, employees, and certain other persons
performing specific functions for the Fund will only be liable to the Fund
for losses resulting from willful misfeasance, bad faith, gross negligence,
or reckless disregard of duty.
There will be no change in the terms of the Investment Advisory
Agreement between the Fund and LBRC. LBRC will continue to have
responsibility for oversight and review of T. Rowe Price International's
performance of its duties.
Who is the Fund's administrator and underwriter?
Lutheran Brotherhood Securities Corp., 625 Fourth Avenue South,
Minneapolis, Minnesota 55415, acts as administrator, principal underwriter
and distributor.
The Fund has been authorized to use brokers affiliated with Price-
Fleming (Robert Fleming Holdings Limited and Jardine Fleming Group Limited)
in connection with the execution of its portfolio transactions. The
aggregate amount of commissions paid to these affiliated brokers by the Fund
for the fiscal year ended October 31, 1999 and the percentages these amounts
represented of the total commissions paid by the Fund over that period are
set forth below. These brokers ceased to be affiliates of the Fund on August
8, 2000 when T. Rowe Price International became a wholly owned subsidiary of
T. Rowe Price.
Total brokerage Total brokerage
commissions commissions paid to
paid to affiliated brokers as a
affiliated brokers percentage of total commissions
--------------------------------------------------
$1,486 2.66%
What other benefits has T. Rowe Price International received from managing
the Fund?
Certain brokers or dealers which provide brokerage and execution
services also may have furnished research services to Price-Fleming. T.
Rowe Price International may continue to receive such benefits in the form
of research in connection with the execution of the Fund's brokerage
transactions.
INFORMATION ABOUT T. ROWE PRICE INTERNATIONAL AND T. ROWE PRICE
Who are the directors of T. Rowe Price International?
T. Rowe Price International is a wholly owned subsidiary of T. Rowe
Price. The chief executive officer and president of Price International is
David Warren who, together with John R. Ford, James S. Riepe, George A.
Roche, M. David Testa, and Martin G. Wade, serves on its Board of Directors.
Mr. Wade is Chairman of the Board of Directors.
The address of Messrs. Riepe, Roche, and Testa is 100 East Pratt
Street, Baltimore, Maryland 21202 and they are employed by T. Rowe Price.
The address of Messrs. Ford, Wade, and Warren, is 25 Copthall Avenue,
London, England EC2R 7DR, and they are employed by T. Rowe Price
International.
Who are the directors of T. Rowe Price?
T. Rowe Price, a Maryland corporation, 100 East Pratt Street,
Baltimore, Maryland 21202 owns 100% of T. Rowe Price International. The
principal executive officer of T. Rowe Price is George A. Roche who,
together with Messrs. Edward C. Bernard, James E. Halbkat, Jr., Donald B.
Hebb, Jr., Henry H. Hopkins, James A. C. Kennedy, John H. Laporte, Richard
L. Menschel, William T. Reynolds, James S. Riepe, Brian C. Rogers, Robert L.
Strickland, M. David Testa, Martin G. Wade, and Mrs. Anne Marie Whittemore
serves on its Board of Directors.
The address of each of these persons, with the exception of Messrs.
Halbkat, Hebb, Menschel, Strickland, and Mrs. Whittemore, is 100 East Pratt
Street, Baltimore, Maryland 21202, and, with the exception of Messrs.
Halbkat, Hebb, Menschel, Strickland, and Mrs. Whittemore, all are employed
by T. Rowe Price.
Mr. Halbkat is President of U.S. Monitor Corporation, a provider of
public response systems. Mr. Halbkat's address is P.O. Box 23109, Hilton
Head Island, South Carolina 29925.
Mr. Hebb is the managing general partner of ABS Capital Partners. Mr.
Hebb's address is One South Street, 25th Floor, Baltimore, Maryland 21202.
Mr. Menschel is a limited partner of The Goldman Sachs Group, L.P. Mr.
Menschel's address is 85 Broad Street, 2nd Floor, New York, New York 10004.
Mr. Strickland retired as Chairman of Lowe's Companies, Inc., as of
January 31, 1998. He is a director of Hannaford Bros., Co., a food retailer.
Mr. Strickland's address is 604 Two Piedmont Plaza Building, Winston-Salem,
North Carolina 27104.
Mrs. Whittemore is a partner of the law firm of McGuire, Woods, Battle
& Boothe and is a director of Owens & Minor, Inc.; USF&G Corporation; the
James River Corporation of Virginia; and Albemarle Corporation. Mrs.
Whittemore's address is One James Center, Richmond, Virginia 23219.
RECOMMENDED SHAREHOLDER ACTION
The Board of Trustees, including the Independent Trustees, unanimously
recommends that shareholders vote FOR approval of the Proposed Agreement.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
The Board of Trustees does not know of any other matters to be
considered at the Special Meeting other than those referred to above. If any
other matters are properly brought before the Special Meeting, it is the
intention of proxy holders to vote such proxies on such matters in
accordance with their best judgment.
NO ANNUAL MEETINGS OF SHAREHOLDERS
There will be no annual or further special meetings of shareholders of
the Fund unless required by applicable law or called by the Board of
Trustees in their discretion. Shareholders wishing to submit proposals for
inclusion in a proxy statement for a subsequent shareholder meeting should
send their written proposals to the Secretary of the Trust, 625 Fourth
Avenue South, Minneapolis, Minnesota 55415. Shareholder proposals should be
received in a reasonable time before the solicitation is made.
WHETHER OR NOT YOU PLAN TO ATTEND THIS SPECIAL MEETING, PLEASE FILL IN, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED STATES. ALTERNATIVELY,
YOU MAY VOTE BY TELEPHONE (1-800-597-7836) OR THE INTERNET
(https://vote.proxy-direct.com) BY ENTERING THE CONTROL NUMBER ON THE
ENCLOSED PROXY.
September 22, 2000
Date of Proxy Statement
<PAGE>
LUTHERAN BROTHERHOOD WORLD GROWTH FUND
A Series Of
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
625 Fourth Avenue South
Minneapolis, Minnesota 55415
____________________
PROXY FOR SPECIAL MEETING
OF SHAREHOLDERS
To Be Held on November 14, 2000
____________________
The undersigned shareholder(s) of Lutheran Brotherhood World Growth
Fund ("the Fund") appoints Rolf F. Bjelland, John C. Bjork, Randall L.
Boushek, and Frederick P. Johnson or any of them true and lawful proxies,
with power of substitution, to vote all shares which the undersigned is
entitled to vote at the Special Meeting on November 14, 2000. Receipt of
the Notice of Special Meeting and Proxy Statement is hereby acknowledged.
The Board of Trustees recommends a vote "For" the proposal.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the meeting.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
Note: Please sign exactly as your name appears
hereon. If shares are held jointly, either holder
may sign. Corporate proxies should be signed by
an authorized officer.
--------------------------------------
Contract Owner Signature
--------------------------------------
Co-owner Signature
--------------------------------------
Date
BE SURE TO VOTE YOUR SHARES ON THE REVERSE SIDE
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE LUTHERAN
BROTHERHOOD FAMILY OF FUNDS. YOU MUST MARK THE BOX "ABSTAIN" IF YOU WISH TO
ABSTAIN. IF NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED AFFIRMATIVELY
ON THESE MATTERS.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Example [X]
FOR AGAINST ABSTAIN
1. To approve a new investment [ ] [ ] [ ]
subadvisory agreement between
Lutheran Brotherhood Research
Corp., The Lutheran Brotherhood
Family of Funds and T. Rowe Price
International, Inc. with respect
to Lutheran Brotherhood World
Growth Fund.
PLEASE SIGN AND DATE THE REVERSE SIDE BEFORE MAILING
