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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
Filed by the 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 Rule 14a-11(c) or Rule 14a-12
CitiFunds(SM) Trust II on behalf of its series -
CitiFunds(SM) Growth & Income Portfolio
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(Name of Registrant as Specified In Its Charter)
Jennifer H. Hurford
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(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)(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
[ ] 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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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CITIFUNDS(SM) GROWTH & INCOME PORTFOLIO
21 Milk Street
Boston, Massachusetts 02109
June 11, 1999
Dear Shareholder:
The accompanying materials relate to a Special Meeting of Shareholders of
CitiFunds(SM) Growth & Income Portfolio. The Meeting will be held on Friday,
July 30, 1999 at 3:00 p.m., Eastern time.
YOUR PARTICIPATION AT THIS MEETING IS VERY IMPORTANT IN ORDER TO ACCOMPLISH
PROPOSED ACTIONS THAT YOUR BOARD OF TRUSTEES HAS DETERMINED ARE FAIR AND
REASONABLE AND IN YOUR BEST INTERESTS.
If you cannot attend the Meeting, you may participate by proxy. As a
shareholder, you cast one vote for each share that you own. Please take a few
moments to read the enclosed materials and then cast your vote on the enclosed
proxy card. If the Fund does not receive your proxy card, our proxy solicitor,
Shareholder Communications Corporation, may contact you to assist you in
casting your vote.
VOTING TAKES ONLY A FEW MINUTES. EACH SHAREHOLDER'S VOTE IS IMPORTANT. YOUR
PROMPT RESPONSE WILL BE MUCH APPRECIATED.
Shareholders are being asked to vote on the transfer of the assets of Growth
& Income Portfolio, the underlying mutual fund in which the Fund invests, to
Large Cap Value Portfolio. In addition, shareholders are being asked to
approve the selection of the Fund's accountants.
After you have voted on the proposals, please be sure to SIGN YOUR PROXY
CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. If you have any
questions regarding the issues to be voted on, or need assistance in
completing your proxy card, please contact Shareholder Communications
Corporation at 1-800-790-7068.
We appreciate your participation in this important meeting. Thank you.
Sincerely,
/s/ Philip W. Coolidge
Philip W. Coolidge
President
<PAGE>
CITIFUNDS(SM) GROWTH & INCOME PORTFOLIO
21 Milk Street
Boston, Massachusetts 02109
Telephone: (617) 423-1679
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
To be held Friday, July 30, 1999
A Special Meeting of Shareholders of CitiFunds(SM) Growth & Income Portfolio
will be held at Citicorp Center, 153 East 53rd Street, 14th Floor, Room H, New
York, New York, on Friday, July 30, 1999 at 3:00 p.m., Eastern Time, for the
following purposes:
ITEM 1. To vote on the transfer by Growth & Income Portfolio of all of its
assets to Large Cap Value Portfolio in exchange for an interest in
Large Cap Value Portfolio, followed by the dissolution of Growth &
Income Portfolio.
ITEM 2. To vote on the selection of PricewaterhouseCoopers LLP as the
independent certified public accountants for the Fund.
ITEM 3. To transact such other business as may properly come before the
Special Meeting of Shareholders and any adjournments thereof.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH
OF ITEMS 1 AND 2.
Only shareholders of record on June 7, 1999 will be entitled to vote at the
Special Meeting of Shareholders and at any adjournments thereof.
Linda T. Gibson, Secretary
June 11, 1999
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF
A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND
IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
CITIFUNDS(SM) GROWTH & INCOME PORTFOLIO
21 Milk Street
Boston, Massachusetts 02109
Telephone: (617) 423-1679
PROXY STATEMENT
This Proxy Statement and Notice of Special Meeting with accompanying form of
proxy are being furnished in connection with the solicitation of proxies by
the Board of Trustees of CitiFunds(SM) Growth & Income Portfolio for use at a
Special Meeting of Shareholders of the Fund, or any adjournment thereof, to be
held at Citicorp Center, 153 East 53rd Street, 14th Floor, Room H, New York,
New York, on Friday, July 30, 1999 at 3:00 p.m., Eastern Time, for the
purposes set forth in the accompanying Notice of Special Meeting.
The close of business on June 7, 1999 has been fixed as the Record Date for
the determination of shareholders entitled to notice of and to vote at the
Meeting. 5,104,986.813 shares of CitiFunds Growth & Income Portfolio - Class A
and 57,328.767 shares of CitiFunds Growth & Income Portfolio - Class B
(without par value) were outstanding as of the close of business on the Record
Date. Shareholders of record at the close of business on the Record Date will
be entitled to one vote for each share held.
The Fund's Annual Report for the fiscal year ended October 31, 1998,
including audited financial statements, has previously been sent to
shareholders and is available without charge by written request sent to the
Fund at the address above or by calling Shareholder Communications Corporation
at 1-800-790-7068.
This Proxy Statement and Notice of Special Meeting with accompanying form of
proxy are being mailed by the Board of Trustees on or about June 11, 1999.
MANNER OF VOTING PROXIES AND VOTE REQUIRED
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. IF NO INSTRUCTIONS ARE SPECIFIED, ALL SHARES OF THE
FUND WILL BE VOTED FOR EACH OF PROPOSED ITEMS 1 AND 2. Shares of each class
will vote together on all Items. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked prior to its exercise by a signed
writing delivered at the Meeting or filed with the Secretary of the Fund.
If sufficient votes to approve the proposed Items 1 and 2 are not received,
the persons named as proxies may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares voted at the
Meeting. When voting on a proposed adjournment, the persons named as proxies
will vote all shares that they are entitled to vote with respect to Items 1
and 2 for the proposed adjournment, unless directed to disapprove the Item, in
which case such shares will be voted against the proposed adjournment.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Fund entitled to vote is required to constitute a
quorum at the Meeting for purposes of voting on Items 1 and 2. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular
matter with respect to which the brokers or nominees do not have discretionary
power) will be treated as shares that are present but which have not been
voted. For this reason, abstentions and broker "non-votes" will have the
effect of a "no" vote for purposes of obtaining the requisite approval of
Items 1 and 2.
GENERAL BACKGROUND
CURRENT STRUCTURE
The Fund is a feeder fund in a master/feeder structure. The Fund does not
invest directly in securities but instead seeks its investment goal by
investing through an underlying mutual fund (called a master fund), Growth &
Income Portfolio. Growth & Income Portfolio has the same investment goals and
strategies as the Fund, and buys, holds and sells securities in accordance
with those goals and strategies. The Fund may withdraw its investment in
Growth & Income Portfolio at any time, and will do so when the Fund's Trustees
believe that withdrawal would be in the best interests of the Fund's
shareholders. As of April 30, 1999, the Fund's net assets were $56,995,065,
and the Portfolio's net assets were $81,664,452.
Citibank, N.A. is the investment manager of the Fund and of Growth & Income
Portfolio. Citibank has delegated the daily management of Growth & Income
Portfolio's securities to SSBC Fund Management, Inc. (SSBC). SSBC is an
affiliate of Citibank. Citibank is entitled to receive a management fee from
Growth & Income Portfolio of 0.70% of the Portfolio's average daily net assets
for its then-current fiscal year, minus any subadviser fee payable to SSBC.
Citibank and SSBC also serve as manager and subadviser, respectively, of
Large Cap Value Portfolio, another mutual fund that acts as a master fund.
Effective July 31, 1999, Large Cap Value Portfolio will have the same
investment goal as the Fund. Currently, ten funds invest in Large Cap Value
Portfolio. SSBC manages Large Cap Value Portfolio in the same manner and style
as it manages Growth & Income Portfolio. As of April 30, 1999, Large Cap Value
Portfolio's net assets were $95,229,611.
Citibank is entitled to receive a management fee from Large Cap Value
Portfolio of 0.60% of the Portfolio's average daily net assets for its then-
current fiscal year, minus any subadviser fee payable to SSBC.
PROPOSED TRANSFER
The Fund is proposing to invest its investable assets in Large Cap Value
Portfolio instead of Growth & Income Portfolio. This investment will be
accomplished by Growth & Income Portfolio transferring its assets to Large Cap
Value Portfolio. In exchange, the Fund will receive an interest in Large Cap
Value Portfolio corresponding in amount to the Fund's pro rata share of Growth
& Income Portfolio's contribution to Large Cap Value Portfolio. Growth &
Income Portfolio will then dissolve. After giving effect to the transfer,
Citibank will continue to serve as the manager for the Fund and for Large Cap
Value Portfolio, and SSBC will continue to serve as subadviser to Large Cap
Value Portfolio.
The transfer will permit the Fund's securities to be managed as part of a
larger existing portfolio of securities having the same investment goals that
is subject to a lower management fee. Economies of scale may result and may
benefit the Fund. Also, master funds managed in the same way will effectively
be combined, reducing the administrative burden to Citibank.
THE FUND'S EXPENSE RATIO WILL NOT INCREASE AS A RESULT OF THE PROPOSED
TRANSFER. IT IS EXPECTED THAT THE SAME PERSONNEL AT CITIBANK AND AT SSBC WHO
CURRENTLY PROVIDE MANAGEMENT SERVICES WILL CONTINUE TO DO SO AFTER THE
TRANSFER, AND THE NATURE, LEVEL AND QUALITY OF SERVICES TO THE FUND WILL NOT
BE ADVERSELY AFFECTED.
The Fund's Trustees believe that this transaction is in the best interests
of Fund shareholders. If approved by shareholders, the transaction will be
implemented on July 31, 1999 (or another date selected by Citibank).
ITEM 1. TO VOTE ON THE TRANSFER BY GROWTH & INCOME PORTFOLIO OF ALL OF ITS
ASSETS TO LARGE CAP VALUE PORTFOLIO IN EXCHANGE FOR AN INTEREST IN
LARGE CAP VALUE PORTFOLIO, FOLLOWED BY THE DISSOLUTION OF GROWTH &
INCOME PORTFOLIO.
It is intended that proxies submitted by Fund shareholders not limited to
the contrary will be voted in favor of Growth & Income Portfolio transferring
all of its assets to Large Cap Value Portfolio. In exchange, an interest in
Large Cap Value Portfolio will be issued to the Fund. Growth & Income
Portfolio will then be dissolved.
Growth & Income Portfolio's Declaration of Trust currently states that the
Portfolio's Trustees have the power in their discretion without any
requirement of approval by investors to invest all or a portion of the
Portfolio's assets or other property in one or more investment companies to
the extent not prohibited by the Investment Company Act of 1940, as amended,
and exemptive orders granted under such Act. As a result, Portfolio investor
approval is not required to effect the transfer of assets from the Portfolio
to Large Cap Value Portfolio. Nevertheless, the Portfolio's Board of Trustees
has decided to submit this matter to Portfolio investors, including the Fund,
for approval. The Fund's Board of Trustees has decided to submit this matter
to Fund shareholders for approval. When asked by the Portfolio to vote on this
matter, the Fund will cast its votes in the same proportion as the votes of
the Fund's shareholders cast at the Meeting on this Item. The percentage of
the Fund's votes representing shareholders of the Fund not voting at the
Meeting will be voted in the same proportion as those cast by shareholders of
the Fund who do, in fact, vote. By voting in favor of this Item, Fund
shareholders will be authorizing the Fund's Trustees to vote in favor of the
transfer.
In the event that the proposal in Item 1 does not receive the requisite
shareholder approval, the Trustees will consider possible alternatives, which
might include resubmission of the proposal for approval by shareholders of the
Fund.
VOTE REQUIRED
If a quorum is present at a meeting of Growth & Income Portfolio's
investors, the affirmative vote of the holders of a majority of the interests
in that Portfolio present, in person or by proxy, at such meeting is required
for approval of the transfer of assets by Growth & Income Portfolio. For
purposes of voting on this transfer, holders of at least one-third of the
interests in the Portfolio, present in person or by proxy, constitute a
quorum.
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
OF THE FUND VOTE FOR APPROVAL OF THE TRANSFER OF ASSETS OF GROWTH & INCOME
PORTFOLIO TO LARGE CAP VALUE PORTFOLIO.
ITEM 2. TO VOTE ON THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FUND.
It is intended that proxies cast by the Fund's shareholders not limited to
the contrary will be voted in favor of ratifying the selection, by a majority
of the Trustees of the Fund who are not "interested persons" (as that term is
defined in the 1940 Act) of the Fund, of PricewaterhouseCoopers LLP under
Section 32(a) of the 1940 Act as independent public accountants, to certify
every financial statement of the Fund required by any law or regulation to be
certified by independent public accountants and filed with the Securities and
Exchange Commission in respect of all or any part of the fiscal year of the
Fund ending October 31, 1999. PricewaterhouseCoopers LLP has no direct or
material indirect interest in the Fund.
PricewaterhouseCoopers LLP has served as the Fund's independent certified
public accountants since the Fund's inception, providing audit services and
consultation with respect to the preparation of filings with the Securities
and Exchange Commission.
Representatives of PricewaterhouseCoopers LLP are not expected to be present
at the Meeting.
VOTE REQUIRED
Approval of this proposal will require approval by the holders of a majority
of the outstanding shares of the Fund which are present at the Meeting in
person or by proxy.
THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
OF THE FUND VOTE FOR APPROVAL OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE FUND.
ITEM 3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
SPECIAL MEETING OF SHAREHOLDERS AND ANY ADJOURNMENTS THEREOF.
The management of the Fund knows of no other business to be presented at the
Meeting. If any additional matters should be properly presented, it is
intended that the enclosed proxy (if not limited to the contrary) will be
voted in accordance with the judgment of the persons named in the enclosed
form of proxy.
INTERESTS OF CERTAIN PERSONS
As of June 7, 1999, no Trustee or officer of the Fund owned or had the right
to vote any outstanding shares of the Fund.
As of June 7, 1999, to the best knowledge of the Fund, no person
beneficially owned 5% or more of the outstanding shares of the Fund.
ADDITIONAL INFORMATION
The Fund is a series of CitiFunds Trust II, a diversified, open-end
registered investment company organized as a Massachusetts business trust
under a Declaration of Trust dated as of April 13, 1984, as amended and
restated on August 9, 1996. The Fund was designated as a series of the Trust
on December 15, 1997. The mailing address of the Trust is 21 Milk Street,
Boston, Massachusetts 02109.
Fund shareholders may have purchased their shares through banks or other
financial institutions, securities dealers or others (called Service Agents)
that have entered into service agreements with the Fund's distributor. In
these cases, the Service Agents are the shareholders of record of the Fund. At
any meeting of Fund shareholders, a Service Agent may vote any shares of which
it is the holder of record and for which it does not receive voting
instructions proportionately in accordance with the instructions it receives
for all other shares of which that Service Agent is the holder of record.
The cost of soliciting proxies in the accompanying form, which is expected to
be about $45,000, including the fees of a proxy soliciting agent, will be borne
by Citibank. In addition to solicitation by mail, proxies may be solicited by
the Board of Trustees, officers, and regular employees and agents of the Fund
without compensation therefor. Citibank may reimburse brokerage firms and others
for their expenses in forwarding proxy materials to the beneficial owners and
soliciting them to execute the proxies.
The Fund's distributor is CFBDS, Inc., 21 Milk Street, Boston, Massachusetts
02109. State Street Bank and Trust Company acts as transfer agent, dividend
disbursing agent and custodian for the Fund. The principal business address of
State Street is 225 Franklin Street, Boston, Massachusetts 02110.
SUBMISSION OF CERTAIN PROPOSALS
The Trust is a Massachusetts business trust and as such is not required to
hold annual meetings of shareholders, although special meetings may be called
for the Fund, or for CitiFunds Trust II as a whole, for purposes such as
electing Trustees or removing Trustees, changing fundamental policies, or
approving an advisory contract. Shareholder proposals to be presented at any
subsequent meeting of shareholders must be received by the Trust at the
Trust's office within a reasonable time before the proxy solicitation is made.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Linda T. Gibson, Secretary
June 11, 1999
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FOUR SIMPLE METHODS TO VOTE YOUR PROXY
THE ACCOMPANYING PROXY STATEMENT DISCUSSES MATTERS REGARDING CITIFUNDS
GROWTH & INCOME PORTFOLIO. It is important that you vote on these issues.
After you have reviewed the proxy information, please vote your shares by
utilizing one of the following methods described below.
Call toll-free (800) 790-7068 and follow the
[graphic omitted] BY PHONE: the automated instructions. You will need the
10 digit control number located on your proxy
card.
[graphic omitted] BY MAIL: Simply enclose your executed proxy in the
postage-paid envelope found within the proxy
package.
Visit https://www.proxycard.com
[graphic omitted] BY INTERNET: Once there, enter the 10-digit control number
located on your proxy card.
[graphic omitted] BY FAX: Simply fax your executed proxy to 1-800-733-1885.
If you have any questions regarding the meeting agenda please call
1-800-790-7068.
YOUR VOTE IS IMPORTANT! PLEASE VOTE TODAY.
<PAGE>
PROXY CARD PROXY CARD
CITIFUNDS(SM) GROWTH & INCOME PORTFOLIO
A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 30, 1999
The undersigned, revoking all Proxies heretofore given, hereby appoints each of
Susan Jakuboski and Christine A. Drapeau, or any of them, as Proxies of the
undersigned with full power of substitution, to vote on behalf of the
undersigned all shares in CitiFunds(SM) Growth & Income Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Fund to be held at Citicorp Center, 153 East 53rd Street, 14th Floor, Room H,
New York, New York, on Friday, July 30, 1999 at 3:00 p.m., Eastern Time and any
adjournment thereof, as fully as the undersigned would be entitled to vote if
personally present, as follows.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
CONTROL NUMBER:
Note: PLEASE SIGN EXACTLY AS YOUR NAME(S)
APPEAR ON THIS PROXY. When signing as
attorney, executor, administrator, trustee,
guardian or as custodian for a minor, please
sign your name and give your full title as
such. If signing on behalf of a corporation,
please sign the full corporate name and your
name and indicate your title. If you are a
partner signing for a partnership, please
sign the partnership name and your name.
Joint owners should each sign this proxy.
Please sign, date and return in the enclosed
envelope.
--------------------------------------------
Signature
--------------------------------------------
Signature (if held jointly)
, 1999
--------------------------------------------
Date
<PAGE>
PROXY SOLICITED ON BEHALF OF THE FUND'S BOARD OF TRUSTEES.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH OF ITEMS 1
AND 2.
FOR AGAINST ABSTAIN
1. To vote on the transfer by Growth & Income [ ] [ ] [ ]
Portfolio of all of its assets to Large Cap
Value Portfolio in exchange for an interest
in Large Cap Value Portfolio, followed by the
dissolution of Growth & Income Portfolio.
2. To vote on the selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as the independent
certified public accountants for the Fund.
To transact such other business as may properly come before the Special Meeting
of Shareholders and any adjournments thereof.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
