<PAGE>
-----------------------------------------------------------------------------
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
Filed by Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 'SS'240.14a-11(c) or 'SS'240.14a-12
DLJ WINTHROP FOCUS FUNDS
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
-------------------
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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: ___________________
(2) Form, Schedule or Registration Statement No.: __________________
(3) Filing Party: ___________________
(4) Date Filed: ___________________
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2
<PAGE>
DLJ WINTHROP OPPORTUNITY FUNDS
DLJ WINTHROP FOCUS FUNDS
(800) 225-8011
DLJdirect MUTUAL FUNDS
(800) 825-5723
277 Park Avenue
New York, New York 10172
-------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on July 17, 2000
-------------------
To our Shareholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of each of DLJ WINTHROP OPPORTUNITY FUNDS, DLJ WINTHROP FOCUS FUNDS
and DLJdirect MUTUAL FUNDS (each a "Fund" and collectively the "Funds"), will be
held on Monday, July 17, 2000, at 11:00 a.m. (DLJ Winthrop Focus Funds), 11:30
a.m. (DLJ Winthrop Opportunity Funds), and 12:00 p.m. (DLJdirect Mutual Funds),
at 277 Park Avenue, 24th Floor, New York, New York. The following proposals will
be voted on at the Meeting:
EACH FUND:
1. To elect Trustees of each of the Funds (Proposal No. 1); and
2. To ratify the selection by the Board of Trustees of each Fund of Ernst &
Young LLP as the independent auditors for such Fund for the fiscal year
ending October 31, 2000 (Proposal No. 2); and
3. To transact such other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
These items are discussed in greater detail in the attached Proxy Statement.
Only shareholders of record at the close of business on May 26, 2000 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
MARTIN JAFFE
Secretary
Dated: June 12, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IF YOU OWN SHARES IN
MORE THAN ONE FUND THERE IS A SEPARATE PROXY CARD FOR EACH FUND YOU OWN, AND IT
IS ESSENTIAL THAT YOU COMPLETE, DATE AND SIGN EACH ENCLOSED PROXY. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN
MAILING IN YOUR PROXY PROMPTLY. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES
ARE SET FORTH ON THE INSIDE COVER.
4
<PAGE>
DLJ WINTHROP OPPORTUNITY FUNDS
DLJ WINTHROP FOCUS FUNDS
(800) 225-8011
DLJdirect MUTUAL FUNDS
(800) 825-5723
277 Park Avenue
New York, New York 10172
--------------------------
PROXY STATEMENT
--------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by or on behalf of the Boards of Trustees (each a "Board" and
collectively, the "Boards") of each of DLJ Winthrop Opportunity Funds, DLJ
Winthrop Focus Funds and DLJdirect Mutual Funds (each a "Fund" and collectively,
the "Funds") for use at the Special Meeting of Shareholders (the "Meeting") of
each of the Funds to be held on Monday, July 17, 2000, at 11:00 a.m. (DLJ
Winthrop Focus Funds), 11:30 a.m. (DLJ Winthrop Opportunity Funds), and 12:00
p.m. (DLJdirect Mutual Funds) at 277 Park Avenue, 24th Floor, New York, New
York. The purpose of the Meeting and the proposals to be voted on are set forth
in the accompanying Notice of Special Meeting of Shareholders.
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, however, no instructions are specified, shares
will be voted 'FOR' Proposal Nos. 1 and 2. Should any other matter requiring a
vote of shareholders arise, the persons named in the enclosed proxy will vote
thereon according to their best judgment in the interest of the Funds. A proxy
may be revoked at any time prior to the time it is voted by written notice to
the Secretary of the Funds or by attendance at the Meeting. THE FUNDS' MOST
RECENT ANNUAL REPORTS ARE AVAILABLE UPON REQUEST WITHOUT CHARGE BY WRITING TO
THE FUNDS AT THE ADDRESS LISTED ABOVE OR BY CALLING 1-800-225-8011.
A plurality of all votes of the appropriate Fund cast at the Meeting is
required for the election of Trustees of that Fund and a majority of all votes
of the appropriate Fund cast at the Meeting is required for the ratification of
the independent auditors of that Fund.
In the event a quorum for a particular Fund is not present at the
Meeting, the holders of a majority of the shares of that Fund present in person
or by proxy will have the power to adjourn the Meeting for that Fund without
notice other than an announcement at the Meeting, until the requisite number of
shares entitled to vote at such Meeting is present. In the event a quorum is
present at the Meeting but sufficient votes to approve any of the proposed items
are not received, the persons named as proxies may propose one or more
adjournments of such Meeting to permit further solicitation of proxies. A
shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to such adjournment if sufficient votes have been received and
it is otherwise appropriate. Any such adjournment will require the affirmative
vote of a majority of those shares present at the Meeting in person or by proxy
and the persons named as proxies will vote those proxies which they are entitled
to vote 'FOR' or 'AGAINST' any such proposal in their discretion. Absent the
establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting will take place not more than
120 days after the original record date. At such adjourned Meeting, any business
may be transacted which might have been transacted at the original Meeting.
5
<PAGE>
The close of business on May 26, 2000 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
Meeting. Each share will be entitled to one vote at the Meeting. It is expected
that the Notice of Special Meeting, proxy statement, and form of proxy will be
mailed to shareholders on or about June 12, 2000. On May 26, 2000, the following
Shares were outstanding and entitled to vote at the Meeting:
<TABLE>
<CAPTION>
FUND NUMBER OF SHARES OUTSTANDING
---- ----------------------------
<S> <C>
DLJ WINTHROP OPPORTUNITY FUNDS 131,930,313.515
DLJ WINTHROP FOCUS FUNDS 46,702,915.661
DLJDIRECT MUTUAL FUNDS 2,809,509.195
</TABLE>
Each Fund is a separate legal entity organized as a business trust under the
laws of its jurisdiction of organization and holders vote separately as
shareholders of each Fund. The expense of solicitation will be borne by DLJ
Asset Management Group, Inc. (referred to herein as 'DLJAM') and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail, but may include, without cost to any of the Funds, telephonic,
telegraphic, or oral communications. If necessary, the solicitation of proxies
may include communications by employees of a proxy solicitation firm to be
engaged by the Funds.
ELECTION OF TRUSTEES
(Proposal No. 1)
Shareholders will vote at the Meeting to elect seven trustees. Each
trustee so elected will hold office until the next meeting of shareholders and
until his/her successor is elected and qualifies, or until his/her term as
trustee is terminated as provided in the applicable Trust's By-Laws. Each Fund's
Declaration of Trust or By-Laws provide that such Fund will not be required to
hold meetings of shareholders if the election of Trustees is not required under
the Investment Company Act of 1940, as amended (the "1940 Act"). It is the
present intention of the Board of Trustees of each Fund not to hold annual
meetings of shareholders unless such shareholder action is required.
Accordingly, Trustees elected at the Special Meeting will hold office until the
applicable Fund is required by law to hold an election of Trustees and successor
Trustees are elected and qualify.
As nominees for election to the Board of the different Funds, the Trustees
have consented to be named in this Proxy Statement and to serve as Trustees if
elected. None of the Boards of Trustees has any reason to believe that any
nominee will become unavailable for election as a Trustee, but if that should
occur before the Meeting, proxies will be voted for such other persons as the
Board of Trustees may recommend.
The Trustees and Officers of the Funds are listed below, together with their
respective positions, and a brief statement of their principal occupations
during the past five years and, in the case of Trustees, their positions with
certain international organizations and publicly-held companies. Each of Messrs.
Cochran, Host, Krogh, and Sheehan were previously elected by shareholders of DLJ
Winthrop Focus Funds. Each of Messrs. Cochran, Fischer, Jaffe and Kidd were
previously elected by shareholders of DLJ Winthrop Opportunity Funds and
DLJdirect Mutual Funds. As of May 26, 2000, the executive officers and Trustees
of each of the Funds, as a group (but only with respect to the Fund for which
they are executive officers or Trustees) beneficially owned 725,987.07
shares(.55%) of DLJ Winthrop Opportunity Funds; 131,351.466 shares(.28%) of DLJ
Winthrop Focus Funds; and 30,440.468 shares(1.08%) of DLJdirect Mutual Funds.
6
<PAGE>
<TABLE>
<CAPTION>
Shares
Name, Age, Position with each Principal Occupations and Beneficially Owned
Fund, and Address Other Affiliations as of May 26, 2000(2)
------------------------ ------------------- --------------------
<S> <C> <C>
G. Moffett Cochran(1)49 Chairman of DLJ Asset Management 13,093.000(3)(4)
Chairman of the Board, Group, Inc. ('DLJAM')with which 669,105.294(3)(5)
President of all Funds he has been associated since prior 10,866.000(3)(5)
277 Park Avenue to 1993; formerly Senior Vice
New York, NY 10172 President with Bessemer Trust Companies.
Trustee of DLJ High Yield Bond Fund.
Robert E. Fischer 69 Partner at the law firm of Wolf, Block, 5,064.408(3)(4)
Trustee of DLJ Winthrop Schorr and Solis-Cohen LLP (or its 35,749.497(3)(5)
Opportunity Funds and predecessor firm), since prior to 1993. 19,574.468(3)(5)
DLJdirect Mutual Funds Trustee of DLJ High Yield Bond Fund.
250 Park Avenue, Ste 10000
New York, NY 10107
Stig Host 73 Oil company executive; Member of the Boards- 55,745.879(3)(4)
Trustee of DLJ Winthrop International Energy Corp.,
Focus Funds International Marine Sales, Inc.,
The Corinthian, Suite 312 Kriti Exploration Inc., Kriti
345 E. 37th Street Alliance International Fund,
New York, NY 10016 DLJ Winthrop Focus Funds, Alliance New
Europe Fund, Alliance All Asia
Investment Fund, Alexander Host
Foundation, American Scandinavian
Foundation, Trustee of DLJ High
Yield Bond Fund.
Martin Jaffe(1) 53 Chief Operating Officer of DLJAM, with 32,020.015(3)(4)
Trustee of DLJ Winthrop which he has been associated since 11,028.539(3)(5)
Opportunity Funds and prior to 1993. Trustee of DLJ
DLJdirect Mutual Funds, High Yield Bond Fund.
Vice President, Secretary
& Treasurer
277 Park Avenue
New York, NY 10172
Wilmot H. Kidd, III 58 President of Central Securities 1,091.844(3)(5)
Trustee of DLJ Winthrop Corporation, since prior to 1993.
Opportunity Funds and Trustee of DLJ High Yield Bond Fund
DLJdirect Mutual Funds
375 Park Avenue
New York, NY 10112
Peter F. Krogh 63 Dean Emeritus and Distinguished 2,026.203(3)(4)
Trustee of DLJ Winthrop Professor of International Affairs
Focus Funds at the Edmund A Walsh School of Foreign
301 ICC Service, Georgetown University; Moderator
Georgetown University of PBS foreign affairs television series;
Washington, DC 20057 Member of Board of The Carlisle Companies
Inc. Member of Selection Committee for
Harry Truman Scholars and Henry Luce
Scholars. Senior Associate of Center for
Stategic and International Studies;
Trustee of numerous world affairs
organizations.
John J. Sheehan 69 Owns own consulting firm; Former 12,218.825(3)(4)
Trustee of DLJ Winthrop President and CEO of National Computer
Focus Funds Analysts, Inc., Principal Negotiator for
4 Bennington Place NCA, Director of National Accounts for
Newtown, PA 18940 large Financial Institutions Group.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Name, Age, Position with each Principal Occupations and Shares
----------------------------- ------------------------- ----------
Fund, and Address Other Affiliations Beneficially Owned
----------------- ------------------ ------------------
as of May 26, 2000(2)
---------------------
<S> <C> <C>
Richard J. Hanlon 34 Senior Vice President of the 0
Vice President Adviser, with which he has
277 Park Avenue been associated since 1994.
New York, NY 10172 Prior to his becoming associated
with DLJ Winthrop Focus Funds
and the Adviser, Mr. Hanlon
was a portfolio manager at
Manufacturers Hanover/Chemical Bank.
Cathy A. Jameson 46 Managing Director of the 7,287.213(3)(4)
Vice President Adviser with which she has been 3,753.282(3)(5)
277 Park Avenue associated since prior to 1993.
New York, NY 10172
Brian A. Kammerer 42 Senior Vice President of DLJAM 1,581.512(3)(4)
Vice President with which he has been associated 253.773(3)(5)
277 Park Avenue since prior to 1993.
ew York, NY 10172
Marybeth B. Leithead 37 Senior Vice President of the Adviser, 1,476.825(3)(4)
Vice President with which she has been associated
277 Park Avenue since 1993.
New York, NY 10172
Hugh M. Neuburger 56 Managing Director of the Adviser, 1,113.689(3)(4)
Vice President with which he has been associated
277 Park Avenue since March, 1995. Prior to his
New York, NY 10172 association with DLJ Winthrop Focus
Funds and the Adviser, Mr. Neuburger
was the President of Hugh M. Neuburger,
Inc., a consulting firm.
Michael A. Snyder 37 Managing Director and Director of High 358.945(3)(5)
Vice President Yield Investments since October, 1998;
277 Park Avenue formerly Managing Director and head of
New York, NY 10172 High Yield Investments at Bear Stearns
Asset Management, Inc. from June 1997
to September 1998; formerly associated
with Prudential Investments as Vice-
President and High Yield Portfolio
Manager from 1993 to June 1997.
Roger W. Vogel 43 Managing Director of the Adviser, a 4,424.863(3)(4)
Vice President position he has held since July, 1993.
277 Park Avenue Prior to his becoming associated with
New York, NY 10172 DLJ Winthrop Focus Funds and the Adviser,
Mr. Vogel was a Vice President with
Chemical Banking Corp.
</TABLE>
(1) 'Interested' Trustee within the meaning of the 1940 Act. Messrs. Cochran
and Jaffe are 'interested' Trustees because of their affiliation with
DLJ Asset Management Group, Inc. which acts as the Funds' investment
adviser.
(2) This information has been furnished by each Trustee and Officer.
(3) Less than 1%.
8
<PAGE>
(4) DLJ Winthrop Focus Funds
(5) DLJ Winthrop Opportunity Funds
(6) DLJdirect Mutual Funds
-------------------
There were four regular meetings of the Board of Trustees of DLJ Winthrop
Opportunity Funds, DLJ Winthrop Focus Funds and DLJdirect Mutual Funds held
during the fiscal year ended October 31, 1999. Aggregate fees (exclusive of
reimbursed expenses) paid to the Board of Trustees for the fiscal year ended
October 31, 1999 were $39,000 for DLJ Winthrop Opportunity Funds, $77,000 for
DLJ Winthrop Focus Funds and $0 for DLJdirect Mutual Funds. The DLJdirect
Mutual Funds did not commence operations until November 19, 1999.
Each Board of Trustees has an Audit Committee. Each Audit Committee makes
recommendations to its respective full Board of Trustees with respect to the
engagement of independent auditors and reviews with the independent auditors the
plan and results of the audit engagement and matters having a material effect on
the Funds' financial operations. The members of the Audit Committee for the DLJ
Winthrop Focus Fund are Messrs. Host and Krogh. The members of the Audit
Committee for the DLJ Winthrop Opportunity Funds and the DLJdirect Mutual Funds
are Messrs. Fischer and Kidd. Each member of an Audit Committee is a
'non-interested' Trustee. Each Audit Committee met two times during the fiscal
year ended October 31, 1999. The Board of Trustees of DLJ Winthrop Opportunity
Funds and the DLJdirect Mutual Funds each have an Executive Committee consisting
of Messrs. Cochran and Jaffe. Each Executive Committee is authorized to act for
the entire Board between meetings thereof, to the extent permitted under the
respective Agreements and Declaration of Trust of the Trust and applicable law.
The Executive Committees did not meet during the fiscal year ended October 31,
1999.
The Board of DLJ Winthrop Focus Funds also has a Nominating Committee,
currently comprised of all the non-interested Trustees, which seeks and proposes
candidates for election to the Board of Trustees of DLJ Winthrop Focus Funds.
The Nominating Committee did not meet during the fiscal year ended October 31,
1999. The Nominating Committee (1) selects and recommends to the full Board of
Trustees nominees for election as Trustees and (2) proposes and recommends to
the full Board of Trustees the terms of compensation for trustees. The Committee
is prepared to review suggestions from shareholders for nominations to fill any
trusteeships. Such suggestions from shareholders should be in writing and
addressed to the Committee at the Fund's offices. The Committee expects to be
able to identify from its own resources an ample number of qualified trustees.
Neither the DLJ Winthrop Opportunity Funds nor the DLJdirect Mutual Funds have a
nominating committee.
The following table sets forth certain information regarding the
compensation of the Funds' Trustees for the fiscal year ended October 31, 1999.
No persons (other than the Trustees who are not "interested" within the meaning
of the 1940 Act, as set forth below) currently receive compensation from the
Funds for acting as a Trustee or officer. Trustees and executive officers of the
Funds do not receive pension or retirement benefits from the Funds. Trustees
receive reimbursement for travel and other out-of-pocket expenses incurred in
connection with board meetings.
9
<PAGE>
COMPENSATION TABLE
for the
Fiscal Year Ended October 31, 1999
<TABLE>
<CAPTION>
Total
Aggregate Compensation
Compensation From Funds and Fund
Name of Person and Position From the Funds Complex(1) Paid to Trustees
------------------------------------ ------------ ---------------------------
<S> <C> <C>
G. Moffett Cochran(2),
Chairman of the Board
DLJ Winthrop Opportunity Funds $0
DLJ Winthrop Focus Funds $0 $0
DLJdirect Mutual Funds $0
Robert E. Fischer, Trustee
DLJ Winthrop Opportunity Funds $14,000 $14,000
DLJ Winthrop Focus Funds (3) $0
DLJdirect Mutual Funds $0
Stig Host, Trustee
DLJ Winthrop Opportunity Funds (3) $0
DLJ Winthrop Focus Funds $11,000 $11,000
DLJdirect Mutual Funds (3) $0
Martin Jaffe, Trustee (2)
DLJ Winthrop Opportunity Funds $0
DLJ Winthrop Focus Funds (3) $0 $0
DLJdirect Mutual Funds $0
Wilmot H. Kidd, III, Trustee
DLJ Winthrop Opportunity Funds $14,000 $14,000
DLJ Winthrop Focus Funds (3) $0
DLJdirect Mutual Funds $0
Peter F. Krogh, Trustee
DLJ Winthrop Opportunity Funds (3) $0
DLJ Winthrop Focus Funds $11,000 $11,000
DLJdirect Mutual Funds (3) $0
John J. Sheehan, Trustee
DLJ Winthrop Opportunity Funds (3) $0
DLJ Winthrop Focus Funds $10,000 $10,000
DLJdirect Mutual Funds (3) $0
Robert L. Bast, Former Trustee
DLJ Winthrop Focus Funds $10,000 $10,000
Dennis G. Little, Former Trustee
DLJ Winthrop Focus Funds $ 8,000 $ 8,000
William H. Mathers, Former Trustee
DLJ Winthrop Focus Funds $11,000 $11,000
William C. Simpson, Former Trustee
DLJ Winthrop Focus Funds $10,000 $10,000
John W. Waller, III, Former Trustee
DLJ Winthrop Opportunity Funds $11,000 $11,000
DLJdirect Mutual Funds $ 0
Steven K. West, Former Trustee
DLJ Winthrop Focus Funds $ 6,000 $ 6,000
</TABLE>
(1) The Fund Complex consists of DLJ Winthrop Opportunity Funds, DLJ
Winthrop Focus Funds and DLJdirect Mutual Funds.
(2) "Interested" Trustees.
10
<PAGE>
(3) Nominated to become a Trustee of this Fund.
Required Vote
In the election of the Trustees of the Funds, the candidates receiving the
highest number of votes cast at the Meeting, if a quorum is present, shall be
elected.
THE BOARD OF TRUSTEES OF THE FUNDS RECOMMENDS THAT
YOU VOTE "FOR" PROPOSAL NO. 1.
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 2)
A majority of the Trustees who are not "interested" Trustees of the Funds
(as defined in the 1940 Act) has recommended that shareholders ratify their
selection of Ernst & Young LLP as independent auditors for the Funds for the
fiscal year ending October 31, 2000. The approval of the independent auditors is
to be voted on at the Meetings and it is intended that the persons named in the
accompanying Proxy Statement will vote 'FOR' ratification of the selection of
Ernst & Young LLP. Ernst & Young LLP has advised each of the Funds that, to the
best of its knowledge and belief, as of the record date, no Ernst & Young LLP
professional has any direct or material indirect ownership interest in any of
the Funds inconsistent with independent professional standards pertaining to
accountants. It is expected that a representative of Ernst & Young LLP will not
be present at the Meeting, but will be available by telephone to answer any
questions that may arise.
The policy of each Board regarding engaging independent auditors' services
is that management may engage the Fund's principal independent auditors to
provide any services normally provided by independent accounting firms, provided
that such services meet any and all of the independence requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission. In accordance with this policy, the Audit Committee reviews
and approves all services provided by the independent auditors prior to their
being rendered. The Board of Trustees of each Fund also receives a report from
its Audit Committee relating to all services after they have been performed by
the Fund's independent auditors.
Required Vote
Ratification of the selection of Ernst & Young LLP as independent auditors
requires the affirmative vote of a majority of the votes cast by holders of
shares of the applicable Fund represented at the meeting if a quorum is present.
THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING THE "NON-INTERESTED" TRUSTEES
OF EACH FUND, RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2.
ADDITIONAL INFORMATION
Service Providers
The Funds' Investment Advisor and administrator is DLJ Asset Management
Group, Inc. which maintains its principal office at 277 Park Avenue, New York,
New York 10172. The Funds' principal underwriter is Donaldson, Lufkin & Jenrette
Securities Corporation, 277 Park Avenue, New York, New York, 10172
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
On the record date, May 26, 2000, the following shareholders owned of record
more than 5% of the outstanding shares of the indicated Fund.
<TABLE>
<CAPTION>
Name and Address Percent Owned
---------------- -------------
<S> <C> <C>
DLJ WINTHROP OPPORTUNITY FUNDS
HIGH INCOME Donaldson, Lufkin & 13.7863%
Jenrette Securities 7.0504%
Corp. Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
Bankers Trust Company 6.4488%
P.O. Box 9005
Church Street Station
New York, NY 10008
DEVELOPING MARKETS Balsa and Co. 15.7559%
c/o Chase Manhattan Bank
P.O. Box 1768
New York, NY 10163-1768
INTERNATIONAL EQUITY Balsa and Co. 7.8620%
c/o Chase Manhattan Bank
P.O. Box 1768
New York, NY 10163-1768
Donalson, Lufkin & 7.5578%
Jenrette Securities
Corp. Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
Bankers Trust Company 6.4335%
P.O. Box 9005
Church Street Station
New York, NY 10008
U.S. GOVERNMENT MONEY FUND Protective Insurance Company 8.9445%
1099 N. Meridian Street
Suite 700
Indianapolis, IN 46204-1036
DLJ WINTHROP FOCUS FUNDS
MUNICIPAL TRUST Bankers Trust Company 10.5296%
P.O. Box 9005
Church Street Station
New York, NY 10008
</TABLE>
12
<PAGE>
SHAREHOLDER PROPOSALS
None of the Funds is required to hold annual meetings of shareholders and
none of the Boards of Trustees currently intend to hold such meetings unless
shareholder action is required in accordance with the Investment Company Act or
the applicable Fund's By-laws. A shareholder proposal intended to be presented
at any meeting of shareholders hereinafter called must be received by the
applicable Fund a reasonable time before the Fund's Board of Trustees
solicitation relating thereto is made in order to be included in the applicable
Fund's Proxy Statement and form of Proxy relating to that meeting and presented
at the meeting. The mere submission of a proposal by a shareholder does not
guarantee that such proposal will be included in the proxy statement because
certain rules under the federal securities laws must be complied with before
inclusion of the proposal is required.
BROKER NON-VOTES AND ABSTENTIONS
A Proxy that is properly executed and returned accompanied by instructions
to withhold authority to vote represents a broker "non-vote" (that is, a Proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary power). Because the matters to be voted upon at the Meeting
require a majority of votes cast for approval, the shares represented by a
broker "non-vote" will be considered present for purposes of determining the
existence of a quorum for the transaction of business but, not being cast, will
have no effect on the outcome of such matters.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named
in the enclosed proxy will vote thereon according to their best judgment in the
interests of the Funds.
MARTIN JAFFE
Secretary
Dated: June 12, 2000
Shareholders who do not expect to be present at the Meeting and who wish to
have their shares voted are requested to date and sign the enclosed proxy and
return it in the enclosed envelope. No postage is required if mailed in the
United States.
13
<PAGE>
APPENDIX 1
PROXY
DLJ WINTHROP FOCUS FUNDS
PROXY SOLICITED DY THE BOARD OF TRUSTEES
The undersigned hereby appoints Brian A. Kammerer and Jill Kopin (the
"Proxies"), and each of them, attorneys and proxies of the undersigned, each
with power of substitution and resubstitution, to attend, vote and act for the
undersigned at the Special Meeting of Shareholders (the "Meeting") of DLJ
Winthrop Focus Funds (the "Fund") to be held at 277 Park Avenue, 24th Floor, New
York, New York at 11:00 a.m., eastern time on Monday, July 17, 2000, and at any
adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges
receipt of the Notice of Special Meeting and Proxy Statement. The Proxies shall
cast votes according to the number of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth below, in
accordance with the specification indicated, if any, and shall have all the
powers which the undersigned would possess if personally present. In their
discretion, the Proxies, and each of them, are authorized to vote upon any other
business that may properly come before the Meeting, or any adjournment(s) or
postponement(s) thereof, including any adjournment(s) or postponement(s)
necessary to obtain requisite quorums and/or approvals. The undersigned hereby
revokes any prior proxy to vote at the Meeting, and hereby ratifies and confirms
all that said Proxies, or any of them, may lawfully do by virtue hereof or
thereof.
<PAGE>
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT
TO THE ACTIONS TO BE TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY
SPECIFICATION, THIS PROXY WILL BE VOTED "FOR" PROPOSAL NOS. 1 AND 2.
Proposal No. 1. Election of Trustees
Nominee: G. MOFFETT COCHRAN
[ ] FOR [ ] WITHHELD
Nominee: ROBERT E. FISCHER
[ ] FOR [ ] WITHHELD
Nominee: STIG HOST
[ ] FOR [ ] WITHHELD
Nominee: MARTIN JAFFE
[ ] FOR [ ] WITHHELD
Nominee: WILMOT H. KIDD, III
[ ] FOR [ ] WITHHELD
Nominee: PETER F. KROGH
[ ] FOR [ ] WITHHELD
Nominee: JOHN J. SHEEHAN
[ ] FOR [ ] WITHHELD
Proposal No. 2. Ratification of the selection of Ernst & Young LLP
as the Fund's independent auditors for the fiscal
year ending October 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY IS SOLICITED AND PROPOSED BY THE BOARD OF TRUSTEES OF THE FUND, WHICH
UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL NOS. 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE>
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Please sign above exactly
as your name(s) appear(s)
hereon. If a corporation,
please sign in full
corporate name by an
authorized officer. If a
partnership, please sign in
partnership name by an
authorized person. Each
joint owner should sign
personally. Fiduciaries
should give full titles as
such.
, 2000
-------------------
(Please Date)
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as..................................'SS'
