SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant <checked box>
Filed by a party other than the Registrant <box>
Check the appropriate box:
<checked box> Preliminary Proxy Statement
<box> Definitive Proxy Statement
<box> Definitive Additional Materials
<box> Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Paribas Trust For Institutions
(Name of Registrant as Specified in Its Charter)
Paribas Trust For Institutions
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
<checked box> $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
<box> $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
<box> 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 transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
<box> Fee paid previously with preliminary materials.
<box> 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.
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(4) Date Filed:
July 12, 1996
NOTICE OF MEETING
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
QUANTUS EQUITY MANAGED PORTFOLIO
Dear Shareholder:
A Special Meeting of Shareholders of Quantus Equity Managed
Portfolio (the "Portfolio"), a series of Paribas Trust For
Institutions, a Massachusetts business trust (the "Trust"), will be
held at 787 Seventh Avenue, 27th Floor, New York, New York 10019,
on Thursday, August 29, 1996 at 10:00 a.m., New York time, for the
following purposes:
1. To consider and vote upon approval of liquidation of the
Quantus Equity Managed Portfolio, which liquidation is to
occur as soon as practicable following shareholder
approval; and
2. To consider and act upon any other matters which may
properly come before the meeting or any adjournments
thereof.
On June 20, 1996, the Board of Trustees voted to recommend to
shareholders that they approve liquidation of the Portfolio.
Section 11.2 of the Trust's Declaration of Trust, as amended,
requires approval of not less than two-thirds of the outstanding
shares of beneficial interest (the "Shares") of the Trust to
approve liquidation. The Board of Trustees has directed officers
of the Trust to take the steps necessary to obtain shareholder
approval.
At the close of business on July 10, 1996, the Portfolio had
69 shareholders.
We hope you will be represented at the meeting. The vote of
every shareholder is important. If you have questions or comments,
please contact the undersigned at any time at (617) 248-3492.
Gail Hanson
Assistant Secretary of the Trust
Dated: July 22, 1996
<PAGE>
PROXY STATEMENT
PARIBAS TRUST FOR INSTITUTIONS
787 Seventh Avenue
New York, New York 10019
PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS OF
QUANTUS EQUITY MANAGED PORTFOLIO
INTRODUCTION
This Proxy Statement is furnished to shareholders of Quantus
Equity Managed Portfolio (the "Portfolio"), a series of Paribas
Trust For Institutions, a Massachusetts business trust (the
"Trust"), in connection with the solicitation of proxies by and on
behalf of the Board of Trustees of the Trust to be used at the
Special Meeting of Shareholders to be held at 787 Seventh Avenue,
27th Floor, New York, New York 10019, on Thursday, August 29, 1996
at 10:00 a.m., or at any adjournments thereof (the "Meeting").
This Proxy Statement and the accompanying proxy were mailed to
shareholders on or about July 22, 1996. Shareholders of record at
the close of business on July 10, 1996 shall be entitled to notice
of and to vote at the Meeting or any adjournment thereof.
The Trust is presently composed of two separate portfolios:
the Quantus Equity Managed Portfolio and Quantus II. As of July
10, 1996, all of the shares of beneficial interest of Quantus II
have been redeemed, and there presently are no shares of Quantus II
issued or outstanding.
At July 10, 1996 there were 295,895.215 shares of beneficial
interest ("Shares") of the Portfolio outstanding. Each full Share of
the Portfolio outstanding at the close of business on July 10, 1996 is
entitled to one full vote and each fractional Share outstanding on that
date is entitled to a proportionate share of one vote.
The purpose of the Meeting is: (1) to consider and vote upon
approval of liquidation of the Quantus Equity Managed Portfolio as
approved by the Board of Trustees on June 20, 1996, which
liquidation is to occur as soon as practicable following
shareholder approval; and (2) to consider and act upon any other
matters which may properly come before the Meeting or any
adjournments thereof.
All Shares represented at the Meeting by properly executed
proxies will be voted in accordance with the instructions thereon,
if any, and if no instructions are given, the proxy will be voted
for approval of Portfolio liquidation (Proposal One). The Board of
Trustees does not know of any action to be considered at the
Meeting other than Proposal One.
The proxy may be revoked at any time before it is exercised by
the subsequent execution and submission of a revised proxy, by
written notice of revocation to the Secretary of the Trust, or by
voting in person at the Meeting.
In addition to the solicitation of proxies by mail, officers
and employees of the Trust and Paribas Asset Management, Inc., the
investment adviser of the Trust (the "Investment Adviser"), without
additional compensation, may solicit proxies in person or by
telephone or other means of communication.
The cost of the solicitation of proxies by the Board of
Trustees of the Trust for the Meeting of shareholders will be borne
by the Portfolio and will include any reimbursement paid to
fiduciaries, brokerage firms, nominees and custodians for their
expenses in forwarding solicitation material regarding the Meeting
to beneficial owners.
PRINCIPAL SHAREHOLDERS OF THE PORTFOLIO
At July 10, 1996, the officers and Trustees of the Trust owned
less than 1% of the outstanding Shares of the Portfolio. As of
July 10, 1996, the following individuals or entities beneficially
owned more than 5% of the outstanding Shares of the Portfolio:
A.G. Mauro Company (5%)
Profit Sharing Plan
c/o Richard C. Miles, Trustee
310 Alpha Drive
Pittsburgh, PA 15238
R. Kirk Smitherman (5%)
Rte 2, Box 466
Zeulon, NC 27597
F C P Cortal Monde (30%)
34, avenue de l'Opera
75002 Paris
France
John B. Stafford Trust (9%)
John B. Stafford and Linda Stafford,
Trustees
410 South Street
Greenville, MI 48838
THE INVESTMENT ADVISER
The Investment Adviser is a Delaware corporation with its
principal executive offices located at 787 Seventh Avenue, New
York, New York 10019. The Investment Adviser's relationship to the
Portfolio is discussed in the Portfolio's current Prospectus and
Statement of Additional Information.
PROPOSAL ONE
LIQUIDATION OF THE PORTFOLIO
IT IS RECOMMENDED THAT SHAREHOLDERS APPROVE LIQUIDATION OF THE
PORTFOLIO.
The Portfolio commenced operations on April 14, 1986. The
Portfolio, which as of July 10, 1996 had total net assets of
approximately $2,896,329, has failed to attract shareholder
following over the past several years and over that period has
steadily lost assets. Moreover, the Investment Adviser believes
that there is no reasonable prospect for increased investor
interest in the foreseeable future. The Portfolio's small asset
base results in a high per share expense ratio for the Portfolio,
which adversely affects the Portfolio's performance. For this
reason, the Investment Adviser determined that the continued
operation of the Portfolio would not be in the best interests of
shareholders and, at a meeting of the Board of Trustees held on
June 20, 1996, the Investment Adviser recommended that the Trustees
consider the advisability of liquidating the Portfolio. On June
20, 1996, the Trustees considered such information as they deemed
reasonably necessary to evaluate the Investment Adviser's
recommendation. Based upon this information, the Trustees
determined that it would be in the best interests of shareholders
to liquidate the Portfolio and voted unanimously to recommend that
shareholders approve a proposal to liquidate the Portfolio.
Section 11.2 of the Trust's Declaration of Trust, as amended
(the "Declaration") requires approval of liquidation by not less
than two-thirds of the Shares of the Trust, at any meeting of
shareholders. In addition, Section 11.2 of the Declaration also
provides that such approval may be obtained without a shareholder's
meeting by having a written consent signed by a majority of the
Trustees and by not less than two-thirds of shareholders of the
Trust entitled to vote. Notwithstanding this provision of the
Declaration, in order to give all shareholders an opportunity to be
heard, a meeting is being called.
If the liquidation is approved by shareholders, Portfolio
assets will be sold in an orderly manner and, after payment of
expenses, the remaining cash and other assets, if any, will be
distributed to shareholders as soon as practicable. Each Share of
the Portfolio will entitle the holder to receive cash or other
assets equal to the per share net asset value of the Portfolio at
the time of liquidation. For tax purposes, a shareholder will
recognize gain or loss on the liquidating distribution equal to the
difference between (i) the amount of the liquidating distribution
and (ii) the shareholder's adjusted tax basis in Shares of the
Portfolio. Such gain or loss will be treated as a long-term or
short-term capital gain or loss depending on the period of time the
Shares were held prior to the liquidation. Distributions on Shares
held for more than one year will result in a long-term capital gain
or loss and distributions on Shares held for one year or less will
result in a short-term capital gain or loss. Liquidating
distributions received by an IRA or Keogh Plan will ordinarily not
be subject to taxation. All shareholders are urged to seek
independent advice regarding the possible federal income tax
consequences of the proposed liquidation, as applied to the
shareholder's own special circumstances.
ACTION ON THE PROPOSAL
The Board of Trustees of the Trust considered such information
as it deemed reasonably necessary to enable the Trustees to
evaluate the desirability of liquidating the Portfolio at its
meeting on June 20, 1996.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE PORTFOLIO VOTE FOR APPROVAL OF PROPOSAL ONE.
In the event shareholders of the Portfolio do not approve
Proposal One, the Portfolio will continue operating under its
current objectives and policies, and the Board of Trustees will
consider courses of action with respect to the Portfolio which may
include resubmitting the proposal to shareholders at a future date.
REQUIRED VOTE
Approval of the liquidation of the Portfolio requires the
affirmative vote of the holders of not less than two-thirds of the
outstanding voting securities of the Trust. Abstentions and
proxies with respect to Shares held by a broker or other nominee
that are not voted or are abstained from voting because the nominee
lacks discretionary authority to vote the Shares will be treated as
a vote against the proposal.
OTHER MATTERS
No business other than the matters set forth in this Proxy
Statement is expected to come before the Meeting, but should any
other matters requiring a vote of shareholders arise, including a
question of adjourning the Meeting, the persons named in the
accompanying proxy will vote thereon according to their best
judgment in the interests of the Portfolio.
The foregoing Notice and Proxy Statement and the enclosed
proxy are sent by order of the Board of Trustees.
Gail Hanson
Assistant Secretary of the Trust
Dated: July 22, 1996
<PAGE>
FORM OF PROXY (FRONT)
PROXY
PARIBAS TRUST FOR INSTITUTIONS --
QUANTUS MANAGED EQUITY PORTFOLIO
787 SEVENTH AVENUE, 27th FLOOR
NEW YORK, NEW YORK 10019
THIS PROXY IS SOLICITED BY ORDER OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Gail Hanson and
Deborah Morowitz and each of them, proxies with full power of
substitution to act for and vote on behalf of the undersigned all
shares of beneficial interest (the "Shares") of Quantus Equity
Managed Portfolio (the "Portfolio") of the Paribas Trust For
Institutions which the undersigned would be entitled to vote if
personally present at the Special Meeting of the Shareholders of
the Portfolio to be held on August 29, 1996 (the "Meeting").
The undersigned hereby acknowledges receipt of the Notice of
Special Meeting of Shareholders and Proxy Statement furnished in
connection with the Meeting and hereby instructs said proxies to
vote said Shares as indicated hereon. Both of the proxies
present and acting at the Meeting in person or by substitute (or,
if only one shall be so present, then that one) shall have and may
exercise all of the power and authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.
IF A CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED AS
INDICATED. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR
PROPOSAL ONE. In their discretion, the proxies are authorized to
vote upon such business as may properly come before the Meeting.
The Board of Trustees recommends a vote FOR Proposal One.
This proxy may be revoked at any time prior to the exercise of
the powers conferred by the proxy.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY BY NOT LATER
THAN AUGUST 19, 1996 USING THE ENCLOSED ENVELOPE.
<PAGE>
FORM OF PROXY (BACK)
PROXY -- QUANTUS MANAGED EQUITY PORTFOLIO
FOR AGAINST ABSTAIN
1. PROPOSAL ONE: Approve liquidation of / / / / / /
the Quantus Equity Managed Portfolio.
2. Transact such other business as may
properly come before the Meeting or
any adjournment thereof.
DATED: , 1996
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(Signature)
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(Signature, if Held Jointly)
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in the full corporate name by president
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.
