<PAGE>
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
BT INVESTMENT FUNDS
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
BT Investment Funds
Cash Management Fund ("Cash Fund")
Intermediate Tax Free Fund
Tax Free Money Fund
NY Tax Free Money Fund
Treasury Money Fund
International Equity Fund
Capital Appreciation Fund
BT Investment Lifecycle Long Range Fund
BT Investment Lifecycle Mid Range Fund
BT Investment Lifecycle Short Range Fund
Pacific Basin Equity Fund
Latin American Equity Fund
Small Cap Fund
BT PreservationPlus Income Fund ("PreservationPlus Income Fund")
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held [October 8], 1999
A Special Meeting of shareholders of BT Investment Funds (the "Trust") will
be held at the offices of BT Alex.Brown Incorporated, One South Street, [__]
Floor, Baltimore, Maryland 21202, on [October 8], 1999 at 11:00 a.m. (the
"Special Meeting"). The Trust is an open-end management investment company,
organized under the laws of the Commonwealth of Massachusetts, that is comprised
of the above fourteen series (each a "Fund," and collectively, the "Funds") and
the Quantitative Equity Fund, Global Emerging Markets Equity Fund, BT Global
Equity Fund and BT European Equity Fund, which are not addressed in the
accompanying Joint Proxy Statement ("Proxy Statement"). Each Fund operates as a
feeder fund in a master-feeder fund arrangement with a corresponding master fund
portfolio (each a "Portfolio," and collectively, the "Portfolios"). As feeder
funds, each Fund seeks to achieve its respective investment objectives by
investing all of its investable assets in a corresponding Portfolio with the
same investment objective and policies. The Portfolios in which the Funds
invest are organized either as separate series of BT Investment Portfolios, an
open-end management investment company, or as separately registered open-end
management investment companies, in each case established as a trust under the
laws of the State of New York. Pursuant to the requirements of the Investment
Company Act of 1940, as amended, applicable to master-feeder arrangements, each
Fund's voting rights with respect to the Portfolio interests that it holds must
be passed through to the Fund's own shareholders.
The Special Meeting is being held to consider and vote on the following
matters for each Fund, as indicated below and more fully described under the
corresponding Proposals in the Proxy Statement, and such other matters as may
properly come before the meeting or any adjournments thereof:
<TABLE>
<S> <C>
PROPOSAL I: To approve or disapprove new investment advisory agreements (each a
----------- "New Advisory Agreement" and collectively the "New Advisory
(Proposal IA: All Funds Agreements") for each Fund's corresponding Portfolio:
Proposals IB and IC: All
Funds EXCEPT Cash Fund)
A. To approve or disapprove a New Advisory Agreement between each
Fund's corresponding Portfolio and Bankers Trust Company ("Bankers
Trust") (the "New BT Advisory Agreements").
B. To approve or disapprove a New Advisory Agreement between each
Fund's corresponding Portfolio and Morgan Grenfell Inc. ("MGI") (the
"New MGI Advisory Agreements") to be
</TABLE>
<PAGE>
<TABLE>
<S> <C>
implemented within two years of the date of the Special Meeting upon
approval of the members of the Trust's and the Portfolios' Boards of
Trustees, respectively, who are not "interested persons" thereof
("Independent Trustees") (as defined in the Investment Company Act of
1940, as amended (the "Act")).
C. To approve or disapprove a new sub-investment advisory agreement
(the "New Sub-advisory Agreements," which term, unless otherwise
specified, is included within the meaning of New Advisory
Agreements) between MGI and either
. Bankers Trust (for each Fund EXCEPT Pacific Basin Equity Fund
and Latin American Equity Fund) or
. Morgan Grenfell Investment Services Ltd. ("MGIS" and, together
with Bankers Trust and MGI, the "Advisers") (for Pacific Basin
Equity Fund and Latin American Equity Fund ONLY)
under which Bankers Trust or MGIS, as applicable, may perform
certain of MGI's responsibilities, at MGI's expense, under the
applicable New MGI Advisory Agreement with the applicable Portfolio
upon approval of the Independent Trustees of the Trust and the
Portfolio.
PROPOSAL II: To elect Trustees of the Trust and the Portfolios to hold office
------------ until their respective successors have been duly elected and
(All Funds) qualified or until their earlier resignation or removal.
PROPOSAL III: To ratify or reject the selection of PricewaterhouseCoopers LLP as
------------- the independent accountants for the applicable Funds and their
(All Funds EXCEPT corresponding Portfolios for the current fiscal year.
PreservationPlus Income
Fund)
PROPOSAL IV: To ratify or reject the selection of Ernst & Young LLP as the
------------ independent accountants for PreservationPlus Income Fund and its
(PreservationPlus Income corresponding Portfolio for the current fiscal year.
Fund ONLY)
</TABLE>
The appointed proxies will vote in their discretion on any other business
as may properly come before the Special Meeting or any adjournment thereof.
The New Advisory Agreements described in Proposals IA and IB, respectively,
will contain substantially the same terms and conditions, except for the parties
and the dates of execution, effectiveness and initial term, as the prior
investment advisory agreements pursuant to which services were provided to the
Portfolios. (The shareholders of Cash Fund are not being asked to vote on
Proposals IB and IC.) As more fully discussed in the accompanying Joint Proxy
Statement, approval of the New Advisory Agreements, which provide for the same
services to be provided at the same fees, is generally occasioned by the merger
of Circle Acquisition Corporation, a wholly owned subsidiary of Deutsche Bank
A.G. ("Deutsche Bank"), with and into Bankers Trust Corporation, the parent
company of Bankers Trust. Each of MGI and MGIS is, and as a result of this
transaction, Bankers Trust became, an indirect wholly owned subsidiary of
Deutsche Bank. The New Advisory Agreements with MGI described in Proposal IB
and the New Sub-advisory Agreements with Bankers Trust or MGIS, as applicable,
described in Proposal IC will permit Deutsche Bank, upon the approval of the
Independent Trustees of the Trust and the Portfolios, to simplify the
organizational structure of its U.S. mutual fund operations, enhance the
efficiency of their
<PAGE>
administration and promote consistency of internal controls, compliance and
regulatory oversight. The deferral in implementing the New Advisory Agreements
with MGI is needed to permit Deutsche Bank a sufficient amount of time (which
will vary for different Portfolios) to plan, prepare and institute the necessary
arrangements for MGI to consolidate Deutsche Bank's U.S. mutual fund operations.
The close of business on July 22, 1999 has been fixed as the record date
for the determination of the shareholders of each Fund entitled to notice of,
and to vote at, the Special Meeting. You are cordially invited to attend the
Special Meeting.
IF YOU HAVE ANY QUESTIONS CONCERNING THE PROXY STATEMENT OR THE PROCEDURES
TO BE FOLLOWED TO EXECUTE AND DELIVER A PROXY, PLEASE CONTACT SHAREHOLDER
COMMUNICATIONS CORPORATION AT 1-800-732-6168.
This notice and related proxy material are first being mailed to
shareholders on or about [August 23], 1999. This proxy is being solicited on
behalf of the Board of Trustees of the Trust.
By Order of the Board of Trustees,
Daniel O. Hirsch, Secretary
New York, New York
[August 23], 1999
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WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES (UNLESS YOU ARE VOTING BY
TELEPHONE OR THROUGH THE INTERNET). NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD
IS MAILED IN THE UNITED STATES.
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<PAGE>
BT Investment Funds
Cash Management Fund ("Cash Fund")
Intermediate Tax Free Fund ("Intermediate Fund")
Tax Free Money Fund ("Tax Free Fund")
NY Tax Free Money Fund ("NY Fund")
Treasury Money Fund (the "Treasury Fund")
International Equity Fund ("International Fund")
Capital Appreciation Fund ("Capital Fund")
BT Investment Lifecycle Long Range Fund ("Long Range Fund")
BT Investment Lifecycle Mid Range Fund ("Mid Range Fund")
BT Investment Lifecycle Short Range Fund ("Short Range Fund")
Pacific Basin Equity Fund ("Pacific Fund")
Latin American Equity Fund ("Latin American Fund")
Small Cap Fund
BT PreservationPlus Income Fund ("PreservationPlus Income Fund")
One South Street
Baltimore, Maryland 21202
PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS
[October 8], 1999
This Joint Proxy Statement ("Proxy Statement") is being furnished in
connection with the solicitation of proxies by the Board of Trustees of BT
Investment Funds (the "Trust") with respect to the above fourteen series thereof
(each a "Fund," and collectively, the "Funds") for use at the special meeting of
the Trust to be held at the offices of BT Alex.Brown Incorporated, One South
Street, [__] Floor, Baltimore, Maryland 21202 on [October 8], 1999 at 11:00 a.m.
(the "Special Meeting") and at any adjournments thereof. This Proxy Statement
and accompanying proxy card(s) ("Proxy") are expected to be mailed to
shareholders on or about [August 23], 1999.
Each Fund operates as a feeder fund in a master-feeder fund arrangement
with a corresponding master fund portfolio (each a "Portfolio," and
collectively, the "Portfolios"). The Portfolios in which the Funds invest are
organized either as separate series of BT Investment Portfolios ("BT
Portfolios"), an open-end management investment company, or as separately
registered open-end management investment companies, in each case established as
a trust under the laws of the State of New York. As feeder funds, each Fund
seeks to achieve its respective investment objectives by investing all of its
investable assets in a corresponding Portfolio with the same investment
objectives and policies.
For simplicity, actions are described in this Proxy Statement as being
taken by a Fund, which is a series of the Trust, although all actions are
actually taken by the Trust on behalf of the applicable series or Fund. Some
actions described as taken by or with respect to a Fund are actually actions to
be taken by the corresponding Portfolio in which the Fund invests all of its
assets and on which the Fund votes as a shareholder. Further, actions described
as being taken by the shareholders of the Trust with respect to its Board of
Trustees will also be taken by the Funds as shareholders of the Portfolios with
respect to the Portfolios' respective Boards of Trustees. Your vote and the vote
of other shareholders of the relevant Fund determines how the Fund will vote
with respect to itself and its corresponding Portfolio. See "Background."
<PAGE>
The Special Meeting is being held to consider and vote on the following
matters for each Fund, as indicated below and described more fully under the
corresponding Proposals discussed herein, and such other matters as may properly
come before the meeting or any adjournments thereof:
<TABLE>
<S> <C>
PROPOSAL I: To approve or disapprove new investment advisory agreements (each a
----------- "New Advisory Agreement" and collectively the "New Advisory
(Proposal IA: All Funds Agreements") for each Fund's corresponding Portfolio:
Proposals IB and IC: All
Funds EXCEPT Cash Fund)
A. To approve or disapprove a New Advisory Agreement between each
Fund's corresponding Portfolio and Bankers Trust Company ("Bankers
Trust") (the "New BT Advisory Agreements").
B. To approve or disapprove a New Advisory Agreement between each
Fund's corresponding Portfolio and Morgan Grenfell Inc. ("MGI") (the
"New MGI Advisory Agreements") to be implemented within two years of
the date of the Special Meeting upon approval of the members of the
Trust's and the Portfolios' Boards of Trustees, respectively, who are
not "interested persons" thereof ("Independent Trustees") (as defined
in the Investment Company Act of 1940, as amended (the "Act")).
C. To approve or disapprove a new sub-investment advisory agreement
(the "New Sub-advisory Agreements," which term, unless otherwise
specified, is included within the meaning of New Advisory Agreements)
between MGI and either
. Bankers Trust (for each Fund EXCEPT Pacific Fund and Latin
American Fund) or
. Morgan Grenfell Investment Services Ltd. ("MGIS" and, together
with Bankers Trust and MGI, the "Advisers") (for Pacific Fund and
Latin American Fund ONLY)
under which Bankers Trust or MGIS, as applicable, may perform certain
of MGI's responsibilities, at MGI's expense, under the applicable New
MGI Advisory Agreement with the applicable Portfolio upon approval of
the Independent Trustees of the Trust and the Portfolio.
PROPOSAL II: To elect Trustees of the Trust and the Portfolios to hold office until
------------ their respective successors have been duly elected and qualified or
(All Funds) until their earlier resignation or removal.
PROPOSAL III: To ratify or reject the selection of PricewaterhouseCoopers LLP as the
------------- independent accountants for the applicable Funds and their
(All Funds EXCEPT corresponding Portfolios for the current fiscal year.
PreservationPlus Income
Fund)
PROPOSAL IV: To ratify or reject the selection of Ernst & Young LLP as the
-----------
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
(PreservationPlus Income independent accountants for the PreservationPlus Income Fund and its
Fund ONLY) corresponding Portfolio for the current fiscal year.
</TABLE>
The appointed proxies will vote on any other business as may properly come
before the Special Meeting or any adjournment thereof.
The Funds' shareholders are to consider the approval of New Advisory
Agreements for each Fund's corresponding Portfolio, as indicated in the table
below:
<TABLE>
<CAPTION>
Fund Corresponding Portfolio
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<S> <C>
Cash Fund**** Cash Management Portfolio ("Cash Portfolio")*
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Intermediate Fund**** Intermediate Tax Free Portfolio ("Intermediate Portfolio")*
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Tax Free Fund**** Tax Free Money Portfolio ("Tax Free Portfolio")*
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NY Fund**** NY Tax Free Portfolio ("NY Portfolio")*
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Treasury Fund**** Treasury Money Portfolio ("Treasury Portfolio")*
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International Fund**** International Equity Portfolio ("International Portfolio")*
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Capital Fund**** Capital Appreciation Portfolio ("Capital Portfolio")*
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Long Range Fund**** Asset Management Portfolio ("Asset Portfolio")*
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Mid Range Fund**** Asset Management Portfolio II ("Asset Portfolio II")**
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Short Range Fund**** Asset Management Portfolio III ("Asset Portfolio III")**
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Pacific Fund*** Pacific Basin Portfolio ("Pacific Portfolio")**
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Latin American Fund*** Latin American Equity Portfolio ("Latin American Portfolio")
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Small Cap Fund**** Small Cap Portfolio**
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PreservationPlus Income BT PreservationPlus Income Portfolio (the "PreservationPlus
Fund**** Income Portfolio")**
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</TABLE>
__________________
* A separately registered open-end management company organized as a trust
under the laws of the State of New York.
** A separate series of BT Portfolios.
*** Prior to the Merger (as defined herein), the corresponding Portfolios to
these Funds were sub-advised by BT Funds Management (International) Limited
("FMIL"), at the time an indirect wholly owned subsidiary of Bankers Trust
Corporation ("BT Corporation"). The sub-advisory agreements between Bankers
Trust and FMIL with respect to these Funds were terminated prior to the
time of the Merger (as defined herein). The sub-advisory agreements between
Bankers Trust and FMIL for these Funds are not being renewed. These Funds'
shareholders will consider the approval of the New Sub-advisory Agreements
between MGI and MGIS.
**** These Funds' shareholders will consider the approval of the New
Sub-advisory Agreements between MGI and Bankers Trust.
The shareholders of the Trust are also to consider the election of Charles
P. Biggar, S. Leland Dill, Martin J. Gruber, Richard Hale, Richard J. Herring,
Bruce E. Langton, Philip Saunders, Jr. and
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<PAGE>
Harry Van Benschoten (the "Trustee Nominees") as Trustees of the Trust and
Portfolios./1/ Mr. Biggar currently serves on the Board of the Portfolios and
Messrs. Dill and Saunders currently serve on the Boards of both the Trust and
the Portfolios. Drs. Herring and Gruber and Messrs. Langton and Van Benschoten
currently serve as Trustees of various other investment companies within the
Bankers Trust family of funds. To ensure adherence by the Trust and the
Portfolios to Section 15(f) of the Act, only Mr. Hale will be an "interested
person" (within the meaning of Section 2(a)(19) of the Act) of the Funds or
Portfolios following the Merger (as defined herein) and the approval of the New
Advisory Agreements.
Notice of the Special Meeting and a Proxy accompany this Proxy Statement.
Proxy solicitations will be made primarily by mail, but solicitations may also
be made by telephone, telegraph, through the Internet or in person by officers
or agents of the Funds. All costs of solicitation, including (a) printing and
mailing of this Proxy Statement and accompanying material, (b) the reimbursement
of brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of the Funds' shares, (c) payment to
Shareholder Communications Corporation for its services in soliciting proxies
and (d) supplementary solicitations to submit Proxies, will be borne by Bankers
Trust. If the Funds record votes by telephone or through the Internet, they will
use procedures designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance with their
instructions, and to confirm that their instructions have been properly
recorded. Proxies voted by telephone or through the Internet may be revoked at
any time before they are voted in the same manner that proxies voted by mail may
be revoked.
The Annual Report of each Fund containing audited financial statements for
the fiscal year ended September 30, 1998 (for the Intermediate Fund,
International Fund, Capital Fund, Pacific Fund, Latin American Fund, Small Cap
Fund and PreservationPlus Income Fund), December 31, 1998 (for the Cash Fund,
Tax Free Fund and NY Fund) and March 31, 1999 (for the Long Range Fund, Mid
Range Fund and Short Range Fund), as well as the Semi-Annual Report of each Fund
(each a "Report"), have previously been furnished to the Funds' respective
shareholders. An additional copy of each Report will be furnished without charge
upon request by writing to the Trust at the address set forth on the cover of
this Proxy Statement or by calling 1-800-730-1313.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Special Meeting, the shares represented thereby will be voted in
accordance with the instructions marked on the Proxy. Shares of a Fund are
entitled to one vote each at the Special Meeting and fractional shares are
entitled to proportionate shares of one vote. If no instructions are marked on
the Proxy with respect to a specific Proposal, the Proxy will be voted "FOR" the
approval of such Proposal and in accordance with the judgment of the persons
appointed as proxies with respect to any other matter that may properly come
before the Special Meeting. Any shareholder giving a Proxy has the right to
attend the Special Meeting to vote his/her shares in person (thereby revoking
any prior Proxy) and also the right to revoke the Proxy at any time by written
notice received by the applicable Fund prior to the time it is voted.
In the event that a quorum is not present at the Special Meeting, or if a
quorum is present but sufficient votes to approve a Proposal are not received,
the persons named as proxies may propose one or more adjournments of the Special
Meeting to permit further solicitation of Proxies with respect to the
/1/ Unless otherwise indicated, references in this Proxy Statement to the
"Trustee Nominees" includes the Trustee Nominees of both the Trust and the
Portfolios.
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<PAGE>
Proposal. In determining whether to adjourn the Special Meeting, the following
factors may be considered: the nature of the proposals that are the subject of
the Special Meeting, the percentage of votes actually cast, the percentage of
negative votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a majority of
those shares represented at the Special Meeting in person or by Proxy. The
persons named as proxies will vote those Proxies that they are entitled to vote
"FOR" any Proposal in favor of an adjournment and will vote those Proxies
required to be voted "AGAINST" any such Proposal against any adjournment. A
shareholder vote may be taken on one or more of the Proposals in the Proxy
Statement prior to any adjournment if sufficient votes have been received and it
is otherwise appropriate. A quorum of shareholders is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares of the Trust or a Fund thereof (as applicable) entitled to vote at the
Special Meeting. For purposes of determining the presence of a quorum for
transacting business at the Special Meeting, abstentions and broker "non-votes"
(that is, proxies from brokers or nominees indicating that these 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. (See "Vote Required" for a further discussion of
abstentions and broker non-votes.)
Shareholders of record at the close of business on July 22, 1999 (the
"Record Date") are entitled to notice of, and to vote at, the Special Meeting.
As of the Record Date, the following number of shares of each Fund were issued
and outstanding:
Cash Management Fund ................................. shares
---------
Intermediate Tax Free Fund ........................... shares
---------
Tax Free Fund ........................................ shares
---------
NY Tax Free Fund ..................................... shares
---------
Treasury Fund ........................................ shares
---------
International Equity Fund ............................ shares
---------
Capital Appreciation Fund ............................ shares
---------
Long Range Fund ...................................... shares
---------
Mid Range Fund ....................................... shares
---------
Short Range Fund ..................................... shares
---------
Pacific Fund ......................................... shares
---------
Latin American Fund .................................. shares
---------
Small Cap Fund ....................................... shares
---------
PreservationPlus Income Fund ......................... shares
---------
This Proxy Statement is being used in order to reduce the preparation,
printing, handling and postage expenses that would result from the use of a
separate statement for each Fund and, because shareholders may own shares of
more than one Fund, the combined statement may avoid burdening shareholders with
more than one proxy statement. To the extent information relating to common
ownership is available to the Funds, a shareholder that owns of record shares in
two or more of the Funds will receive a package containing a Proxy Statement and
Proxies for the Funds in which such shareholder is a record owner. If the
information relating to common ownership is not available to the Funds, a
shareholder that beneficially owns of record shares in two or more Funds may
receive two or more packages each containing a Proxy Statement and a Proxy for
each Fund in which the shareholder is a
-5-
<PAGE>
beneficial owner. It is essential that shareholders complete, date, sign and
return each enclosed Proxy, unless a shareholder is voting by telephone or
through the Internet.
In order that your shares may be represented, you are requested to, unless
you are voting by telephone or through the Internet:
. indicate your instructions on the Proxy (or Proxies);
. date and sign the Proxy (or Proxies); and
. mail the Proxy (or Proxies) promptly in the enclosed envelope.
Beneficial Ownership of Shares of the Funds
Annex I attached hereto sets forth information as of the Record Date
regarding the beneficial ownership of the Funds' shares by (i) the only persons
known by each Fund to beneficially own more than five percent of the outstanding
shares of the Fund, (ii) the Trustees and Trustee Nominees, (iii) the executive
officers of each Fund, and (iv) the Trustees and executive officers of each Fund
as a group. The number of shares beneficially owned by each Trustee, Trustee
Nominee or executive officer is determined under rules of the Securities and
Exchange Commission (the "Commission"), and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under these rules,
beneficial ownership includes any shares as to which the individual has the sole
or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days of the Record Date through
the exercise of any stock option or other right. Unless otherwise indicated,
each person has sole investment and voting power (or shares this power with his
or her spouse) with respect to the shares set forth in Annex I. The inclusion
herein of any shares deemed beneficially owned does not constitute an admission
of beneficial ownership of the shares.
Collectively, the Trustees and officers of the Trust own less than 1% of
each Fund's outstanding shares.
Background
Master-Feeder Structure. Shareholders of the Funds are being asked to
approve the New Advisory Agreements, as applicable, and to elect new Boards of
Trustees of the Trust and the Portfolios. As indicated earlier, each Fund
operates as a feeder fund in a master-feeder fund arrangement with the
Portfolios, which serve as master funds. As feeder funds, the Funds seek to
achieve their respective investment objectives by investing all of their
investable assets in a corresponding Portfolio with the same investment
objectives and policies. The Portfolios invest directly in investment securities
and other investments. Pursuant to the requirements of the Act applicable to
master-feeder arrangements, each Fund's voting rights with respect to the
Portfolio shares that it holds must be passed through to the Fund's own
shareholders. Other feeder funds of a particular Portfolio will also vote in
accordance with their respective charters and/or other applicable requirements
with respect to the approval of the applicable New Advisory Agreement(s), the
election of Trustees of the Portfolios and the ratification of the Portfolios'
independent accountants.
The Portfolios. As indicated earlier, six of the Portfolios are separate
series of BT Portfolios, while the remaining eight Portfolios are separately
registered open-end management investment companies. Bankers Trust, a banking
corporation organized under the laws of the State of New York, located at 130
Liberty Street (One Bankers Trust Plaza), New York, New York 10006, serves as
the investment adviser, custodian and administrator of each Portfolio. Bankers
Trust is a wholly owned subsidiary of Bankers Trust Corporation ("BT
Corporation"), located at 130 Liberty Street (One Bankers
-6-
<PAGE>
Trust Plaza), New York, New York 10006, a registered bank holding company
organized under the laws of the State of New York. As discussed later in this
Proxy Statement, as a result of the Merger (as defined herein), BT Corporation
became a wholly owned subsidiary of Deutsche Bank, A.G. ("Deutsche Bank"),
located at 31 West 52nd Street, New York, New York 10019. ICC Distributors,
Inc., located at Two Portland Square, Portland, Maine 04101, serves as the
principal underwriter of each Portfolio. ICC Distributors, Inc. is not
affiliated with Bankers Trust, Deutsche Bank, or any of their affiliates.
The table set forth in Annex II lists the commissions paid by the
Portfolios to "affiliated brokers" (as defined in Schedule 14A under the
Securities Exchange Act of 1934 (the "Exchange Act")), for the most recently
completed fiscal year.
-7-
<PAGE>
PROPOSALS IA, IB AND IC
Approval Of New ADVISORY Agreements
The New Advisory Agreements will contain substantially the same terms and
conditions, except for the parties and the dates of execution, effectiveness and
initial term, as the prior investment advisory agreements pursuant to which
services were provided to the Portfolios. As more fully discussed below,
approval of the New Advisory Agreements, which provide for the same services to
be provided at the same fees, is generally occasioned by the Merger (as defined
herein) pursuant to which Bankers Trust became an indirect subsidiary of
Deutsche Bank. The New MGI Advisory Agreements described in Proposal IB and the
New Sub-advisory Agreements with either Bankers Trust or MGIS, as applicable,
described in Proposal IC (which are not proposed for approval by shareholders of
Cash Fund) will permit Deutsche Bank, upon the approval of the Independent
Trustees of the Trust and the applicable Portfolio, to simplify the
organizational structure of its U.S. mutual fund operations, enhance the
efficiency of their administration and promote consistency of internal controls,
compliance and regulatory oversight. The deferral in implementing the New MGI
Advisory Agreements is needed to permit Deutsche Bank a sufficient amount of
time (which will vary for different Portfolios) to plan, prepare and institute
the necessary arrangements for MGI to consolidate Deutsche Bank's U.S. mutual
fund operations.
The Prior Advisory Agreements.
The Prior Advisory Agreements. Prior to June 4, 1999, Bankers Trust served
as investment adviser to each of the Portfolios (as discussed earlier) pursuant
to separate investment advisory agreements between Bankers Trust and the
applicable Portfolios (the "Prior Advisory Agreements"). The Prior Advisory
Agreements were initially approved by the Boards of the applicable Portfolio and
Trust, including a majority of the Independent Trustees of the Portfolio or the
Trust, respectively.
The following table lists: (i) the date of each Prior Advisory Agreement;
(ii) the most recent date on which each Prior Advisory Agreement was approved by
the applicable Portfolio's Trustees, including a majority of the Independent
Trustees, and shareholders; (iii) the most recent date on which each Prior
Advisory Agreement was approved by the applicable Fund's Trustees, including a
majority of the Independent Trustees, and shareholders; and (iv) the amount paid
by the Portfolios to Bankers Trust for services rendered pursuant to the Prior
Advisory Agreements (for each Portfolio's last fiscal year):
-8-
<PAGE>
<TABLE>
<CAPTION>
Portfolio (Fiscal Date of Prior Date Last Approved By Date Last Approved By Fee
Year) Advisory Portfolio's Fund's
Agreement
- -------------------------------------------------------------------------------------------------------------------
Trustees Shareholders* Trustees Shareholders*
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cash Portfolio
(12/31/98) 4/23/90 3/8/99 4/23/90 3/8/99 4/23/90 $8,019,083
- -------------------------------------------------------------------------------------------------------------------
Intermediate Portfolio
(12/31/98) 4/8/92 3/8/99 4/8/92 3/8/99 4/8/92 $ 87,127
- -------------------------------------------------------------------------------------------------------------------
Tax Free Portfolio
(12/31/98) 4/23/90 3/8/99 4/23/90 3/8/99 4/23/90 $ 250,537
- -------------------------------------------------------------------------------------------------------------------
NY Portfolio (12/31/98)
4/23/90 3/8/99 4/23/90 3/8/99 4/23/90 $ 128,675
- -------------------------------------------------------------------------------------------------------------------
Treasury Portfolio
(12/31/98) 4/23/90 3/8/99 4/23/90 3/8/99 4/23/90 $3,666,082
- -------------------------------------------------------------------------------------------------------------------
International Portfolio
(9/30/98) 4/8/92 3/8/99 4/8/92 3/8/99 4/8/92 $8,493,173
- -------------------------------------------------------------------------------------------------------------------
Capital Portfolio
(9/30/98) 10/28/92 3/8/99 10/28/92 3/8/99 10/28/92 $ 252,946
- -------------------------------------------------------------------------------------------------------------------
Asset Portfolio
(3/31/99) 4/8/92 3/8/99 4/8/92 3/8/99 4/8/92 $4,398,804
- -------------------------------------------------------------------------------------------------------------------
Asset Portfolio II
(3/31/99) 4/28/93 3/8/99 4/28/93 3/8/99 4/28/93 $ 568,810
- -------------------------------------------------------------------------------------------------------------------
Asset Portfolio III
(3/31/99) 4/28/93 3/8/99 4/28/93 3/8/99 4/28/93 $ 370,595
- -------------------------------------------------------------------------------------------------------------------
Pacific Portfolio
(9/30/98) 4/28/93 3/8/99 4/28/93 3/8/99 4/28/93 $ 4,542
- -------------------------------------------------------------------------------------------------------------------
Latin American
Portfolio (9/30/98) 4/28/93 3/8/99 4/28/93 3/8/99 4/28/93 $ 9,656
- -------------------------------------------------------------------------------------------------------------------
Small Cap Portfolio
(9/30/98) 4/28/93 3/8/99 4/28/93 3/8/99 4/28/93 $ 1,115
- -------------------------------------------------------------------------------------------------------------------
PreservationPlus Income
Portfolio (9/30/98) 4/28/93 3/8/99 4/28/93 3/8/99 4/28/93 $ 202,099
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
__________________________
* Shareholders voted to approve the Prior Advisory Agreements on their
respective dates of inception.
The Merger. On November 30, 1998, BT Corporation, Deutsche Bank and Circle
Acquisition Corporation entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Pursuant to the terms of the Merger Agreement, Circle
Acquisition Corporation, a wholly owned New York subsidiary of Deutsche Bank,
merged with and into BT Corporation on June 4, 1999, with BT Corporation
continuing as the surviving entity (the "Merger"). Under the terms of the
Merger, each outstanding share of BT Corporation common stock was converted into
the right to receive $93 in cash, without interest. Since the Merger, BT
Corporation, along with its affiliates, has continued to offer the range of
financial products and services, including investment advisory services, that it
offered prior to the Merger.
As a result of the Merger, BT Corporation became a wholly owned subsidiary
of Deutsche Bank. Deutsche Bank is a banking company with limited liability
organized under the laws of the Federal Republic of Germany. Deutsche Bank is
the parent company of a group consisting of banks, capital markets companies,
fund management companies, mortgage banks and a property finance company,
installment financing and leasing companies, insurance companies, research and
consultancy companies
-9-
<PAGE>
and other domestic and foreign companies (the "Deutsche Bank Group"). At March
31, 1999, the Deutsche Bank Group had total assets of US $727 billion. The
Deutsche Bank Group's capital and reserves at March 31, 1999 were US $19.6
billion.
Impact of the Merger on the Prior Advisory Agreements. Section 15(a) of the
Act provides, in pertinent part, that "[i]t shall be unlawful for any person to
serve or act as investment adviser of a registered investment company, except
pursuant to a written contract, which contract, whether with such registered
company or with an investment adviser of such registered company, has been
approved by the vote of a majority of the outstanding voting securities of such
registered company . . . ." Section 15(a)(4) of the Act further requires that
such written contract provide for automatic termination in the event of its
assignment. Section 2(a)(4) of the Act defines "assignment" to include any
direct or indirect transfer of a contract by the assignor.
While it may be argued otherwise, consummation of the Merger may have
resulted in an "assignment" of the Prior Advisory Agreements within the meaning
of the Act, terminating the agreements according to their respective terms and
the Act as of June 4, 1999. Specifically, as Bankers Trust is a wholly owned
subsidiary of BT Corporation, the merger of Circle Corporation with and into BT
Corporation could be deemed to have resulted in an "assignment" of the Prior
Advisory Agreements with Bankers Trust.
On May 25, 1999, Bankers Trust was granted an exemptive order (the
"Exemptive Order") by the Commission permitting implementation, without
obtaining prior shareholder approval, of the New BT Advisory Agreements during
an interim period commencing on the date of the closing of the Merger and
continuing, for a period of up to 150 days, through the date on which each of
the New BT Advisory Agreements are approved or disapproved by the respective
shareholders of each Portfolio (the "Interim Period"). Under the terms of the
Exemptive Order, Bankers Trust was allowed to receive advisory fees during the
Interim Period pursuant to the New BT Advisory Agreements, provided that these
fees would be held in escrow pending shareholder approval of the New BT Advisory
Agreements. In accordance with the Exemptive Order, the advisory fees charged to
the Portfolios and paid to Bankers Trust under the New BT Advisory Agreements
have been held in an interest-bearing escrow account and the Portfolios expect
to continue to deposit these fees in such account until approval of the New BT
Advisory Agreements by the respective shareholders of the Portfolios has been
obtained. If the New BT Advisory Agreements are not approved by the shareholders
by the expiration of the Interim Period, the fees held in escrow will be
remitted to the applicable Fund. As of [__________], 1999, the amount in escrow
totaled $[_________].
The Funds, as shareholders of the Portfolios, are not being asked to
approve or disapprove the Merger or the Merger Agreement; rather, they are being
asked under these Proposals to approve and continue the New BT Advisory
Agreements and to approve the New Advisory Agreements for the Portfolios. Other
than the parties and the dates of execution, effectiveness, and initial term of
the agreements, the New Advisory Agreements contain substantially the same terms
and conditions as the Prior Advisory Agreements. The advisory fee rates charged
to the Portfolios under the Prior Advisory Agreements have continued to apply
under the New BT Advisory Agreements and would continue to apply under the New
MGI Advisory Agreements. MGI, and not the Portfolios, would be solely
responsible for paying the sub-advisory fees, which may vary from time to time
as approved by the Independent Trustees. In addition, the Advisers have advised
the Portfolios that they can expect to continue to receive the same level and
quality of services under the New Advisory Agreements as they received under the
Prior Advisory Agreements. The Advisers have represented to the Boards that in
the event of any material change in the investment management personnel of the
Advisers responsible for providing services to the Funds, the Advisers will
apprise and consult with the relevant Board or Boards
-10-
<PAGE>
to ensure that the applicable Board, including a majority of the Board's
Independent Trustees, is satisfied that the services provided by the Advisers
will not be diminished in scope and quality.
The New Advisory Agreements
The New Advisory Agreements. The form of the New Advisory Agreement and the
New Sub-advisory Agreement is attached to this Proxy Statement as Exhibit A. If
shareholders approve the New Advisory Agreements, each of the agreements will
remain in effect for an initial term of two years from its effective date, and
may be renewed annually thereafter by specific approval of the respective Board
or shareholders of the applicable Portfolio, provided that they are also
approved by a majority of the Independent Trustees. The terms and conditions of
the New Advisory Agreements, including the New Sub-advisory Agreements, other
than the parties and their dates of execution, effectiveness and initial term,
are substantially the same as those of the Prior Advisory Agreements. The New BT
Advisory Agreements and the New MGI Advisory Agreements will be between the
Trust and either Bankers Trust or MGI, as applicable; the New Sub-advisory
Agreements will be among the Trust, MGI (as Adviser) and either Bankers Trust or
MGIS, as applicable (as Sub-adviser). Each of the New BT Advisory Agreements
became effective as of June 4, 1999, the date of the consummation of the Merger.
Under the terms of the New Advisory Agreements, as under the Prior Advisory
Agreements, each of the Advisers agrees to furnish the Portfolios with
investment advisory and other services in connection with a continuous
investment program for the Portfolios, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the portfolios. Subject to the supervision and control of the
Portfolios' Boards, each of the Advisers agrees to (a) conform to all applicable
rules and regulations of the Commission, including all applicable provisions of
the Securities Act of 1933, as amended (the "1933 Act"), the Exchange Act, the
Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"),
and will conduct its activities under the New Advisory Agreements in accordance
with applicable regulations of the Board of Governors of the Federal Reserve
System pertaining to the investment advisory activities of bank holding
companies and their subsidiaries, (b) provide the services rendered by it in
accordance with the applicable Portfolio's investment objectives and policies as
stated in Prospectuses and Statements of Additional Information of the relevant
Funds, as from time to time in effect, and the Portfolios' then current
registration statements on Form N-1A as filed with the Commission and the then
current offering Memorandum if the Portfolio is not registered under the 1933
Act, (c) place orders pursuant to its investment determinations for each
Portfolio either directly with the issuer or with any broker or dealer selected
by it, (d) determine from time to time what securities or other investments will
be purchased, sold or retained by each Portfolio, and (e) maintain books and
records with respect to the securities transactions of each Portfolio and render
to the Board of Trustees of the Trust such periodic and special reports as they
may request.
The Advisory Fees. The investment advisory fee rate charged to the
Portfolios under the New BT Advisory Agreements and the New MGI Advisory
Agreements is the same as the investment advisory fee rate charged under the
Prior Advisory Agreements. As noted above, the investment advisory fee payable
under the New Sub-advisory Agreements would be paid by MGI, not the Portfolios,
and may vary from time to time, subject to the approval of the applicable
Portfolio's Board of Trustees, including a majority of its Independent Trustees.
-11-
<PAGE>
As under the Prior Advisory Agreements, Bankers Trust or MGI, as
applicable, is paid a fee under the New Advisory Agreements for its services,
calculated daily and paid monthly, equal, on an annual basis, to the following:
<TABLE>
<CAPTION>
Portfolio Advisory Agreement Fee*
- -----------------------------------------------------------------------------
Before Waiver After Waiver
- -----------------------------------------------------------------------------
<S> <C> <C>
Cash Portfolio 0.15% 0.13%
- -----------------------------------------------------------------------------
Intermediate Portfolio 0.40% 0.24%
- -----------------------------------------------------------------------------
Tax Free Portfolio 0.15% 0.11%
- -----------------------------------------------------------------------------
NY Portfolio 0.15% 0.10%
- -----------------------------------------------------------------------------
Treasury Portfolio 0.15% 0.15%
- -----------------------------------------------------------------------------
International Portfolio 0.65% 0.50%
- -----------------------------------------------------------------------------
Capital Portfolio 0.65% 0.39%
- -----------------------------------------------------------------------------
Asset Portfolio 0.65% 0.49%
- -----------------------------------------------------------------------------
Asset Portfolio II 0.65% 0.44%
- -----------------------------------------------------------------------------
Asset Portfolio III 0.65% 0.42%
- -----------------------------------------------------------------------------
Pacific Portfolio 0.75% 0.40%
- -----------------------------------------------------------------------------
Latin American Portfolio 1.00% 0.47%
- -----------------------------------------------------------------------------
Small Cap Portfolio 0.65% 0.48%
- -----------------------------------------------------------------------------
PreservationPlus Income Portfolio 0.70% 0.16%
- -----------------------------------------------------------------------------
</TABLE>
- ---------------
* Each of the Funds, except PreservationPlus Income Fund and Treasury Fund,
has an agreement with Bankers Trust for the current fiscal year under which
Bankers Trust has contractually waived a portion of the fees payable to it by
the respective Fund. The waivers shown were in effect voluntarily for the
previous fiscal year and are in effect contractually for the current fiscal
year. PreservationPlus Income Fund will have such a contractual agreement
effective August 1, 1999.
Generally. If approved, the New Advisory Agreements, as applicable, will
each remain in effect for an initial term of two years (unless sooner
terminated), and shall remain in effect from year to year thereafter if approved
annually (1) by the Portfolios' Boards or by the holders of a majority of the
Portfolios' respective outstanding voting securities (i.e., in most cases, the
Funds) and (2) by a majority of the Independent Trustees who are not parties to
such contract or agreement. Like the Prior Advisory Agreements, the New Advisory
Agreements will terminate upon assignment by any party and are terminable,
without penalty, on 60 days' written notice by the Portfolios' Boards or by a
"majority" vote of the shareholders of the Portfolios (as defined in the Act) or
upon 60 days' written notice by the applicable Adviser.
The services of the Advisers are not deemed to be exclusive and nothing in
the New Advisory Agreements prevents them or their affiliates from providing
similar services to other investment companies and other clients (whether or not
their investment objectives and policies are similar to those of the Portfolios)
or from engaging in other activities. In addition, the Advisers are obligated to
pay expenses associated with providing the services contemplated by the New
Advisory Agreements. The
-12-
<PAGE>
Portfolios bear certain other expenses including the fees of the Portfolios'
Boards. The Portfolios also pay any extraordinary expenses incurred.
Under the New Advisory Agreements, each of the Advisers will exercise its
best judgment in rendering its advisory services. The Advisers shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Portfolios in connection with the matters to which the New Advisory
Agreements relate, provided that nothing therein shall be deemed to protect or
purport to protect the Advisers against any liability to the Portfolios or to
its shareholders to which the Advisers could otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on their part in the
performance of their duties or by reason of the Advisers' reckless disregard of
their obligations and duties under the New Advisory Agreements.
The Advisers
Bankers Trust. Bankers Trust is the principal banking subsidiary of BT
Corporation. Bankers Trust is a bank and, therefore, not required to register as
an investment adviser under the Advisers Act. Bankers Trust provides a broad
range of commercial banking and financial services, including originating loans
and other forms of credit, accepting deposits and arranging financings. Bankers
Trust also engages in trading currencies, securities, derivatives and
commodities. In addition to providing investment advisory services to the
Portfolios, Bankers Trust serves as investment adviser to [8] other investment
companies. (See Annex III for a list of those investment companies that Bankers
Trust advises that have investment objectives similar to those of the
Portfolios, together with information regarding the fees charged to those
companies.) As of March 31, 1999, Bankers Trust had over $313 billion of assets
under management, including approximately [$16.2] million of assets in the
Portfolios.
The names, businesses addresses and principal occupations of the current
directors and chief executive officer of Bankers Trust are set forth below.
Name and Address Principal Occupation
Josef Ackermann Chairman of the Board,
Deutsche Bank A.G. Chief Executive Officer and President
Taunusanlage 12 Member, Board of Managing Directors
D-60262 Frankfurt am Main Deutsche Bank A.G.
Federal Republic of Germany
Robert B. Allardice III Executive Vice President
Deutsche Bank A.G. Deutsche Bank Americas Holding Corp.
31 West 52nd Street
New York, NY 10019
Hans Angermueller Director of various corporations
Shearman & Sterling Shearman & Sterling, of counsel
599 Lexington Avenue
New York, NY 10022
Mr. George B. Beitzel Director of various corporations
29 King Street
Chappaqua, NY 10514-3432
Mr. William R. Howell Chairman Emeritus
J.C. Penney Company, Inc. J.C. Penney Company, Inc.
P.O. Box 10001 Director of various corporations
Dallas, TX 75301-1109
-13-
<PAGE>
Hermann-Josef Lamberti Member, Board of Managing Directors
Deutsche Bank A.G. Deutsche Bank A.G.
Taunusanlage 12
D-60262 Frankfurt am Main
Federal Republic of Germany
John A. Ross Regional Chief Executive Officer
Deutsche Bank A.G. Deutsche Bank Americas Holding Corp.
31 West 52nd Street
New York, NY 10019
Ronaldo H. Schmitz Member, Board of Managing Directors
Deutsche Bank A.G. Deutsche Bank A.G.
Taunusanlage 12
D-60262 Frankfurt am Main
Federal Republic of Germany
In addition to serving as investment adviser to the Portfolios, Bankers
Trust also serves as administrator, transfer agent and custodian of each
Portfolio and Fund. These services will continue to be provided by Bankers
Trust after approval of the New Advisory Agreements. (Annex IV sets forth the
fees paid to Bankers Trust by the Portfolios and the Funds for these services
for each Fund's most recently completed fiscal year.)
MGI. MGI is a corporation organized under the laws of the State of Delaware
and is registered investment adviser under the Advisers Act. It is located at
885 Third Avenue, 32nd Floor, New York, NY 10022. MGI provides a full range of
investment advisory services to institutional clients. MGI serves as investment
adviser to [___] other investment companies. MGI is a subsidiary of Morgan
Grenfell Asset Management Ltd. ("MGAM"), located at 20 Finsbury Circus, London,
England, a wholly owned subsidiary of Deutsche Morgan Grenfell Group PLC,
located at 23 Great Winchester Street, London, England, an investment holding
company, which is, in turn, a wholly owned subsidiary of Deutsche Bank. MGAM
currently manages approximately $[165] billion for a wide range of pension,
corporate, insurance, local authority, government and private clients worldwide.
(See Annex III for a list of those investment companies that MGI advises that
have investment objectives similar to those of the Portfolios, together with the
information regarding the fees charged to those companies.)
The names, business addresses and principal occupations of the current
directors and chief executive officer of MGI are set forth below. Except as
otherwise indicated, the business address of the individuals named below is 885
Third Avenue, 32nd Floor, New York, NY 10022 and their positions at MGI
constitute their principal occupation.
Name and Address
James Minnick President and Director, Morgan Grenfell
-14-
<PAGE>
Inc.
David Westover Baldt Executive Vice President and Director,
Morgan Grenfell Inc.
Joan A. Binstock Chief Operating Officer, Secretary,
Treasurer, and Director, Morgan Grenfell
Inc.
Audrey Mary Theresa Jones Executive Vice President, Portfolio
Manager and Director, Morgan Grenfell Inc.
Richard Marin Managing Director, Deutsche Bank, A.G.
130 Liberty Street
New York, NY 10006
Robert H. Smith Chairman and Director, Morgan Grenfell
Inc.; Chief Executive Officer, Morgan
Grenfell Asset Management; Chairman and
Chief Executive Officer, Morgan Grenfell
Development Capital
Steven Schneider Managing Director, Deutsche Bank A.G.
[Address]
MGIS. MGIS is located at 20 Finsbury Circus, London, England and also is
registered as an investment adviser with the Commission. MGIS provides a full
range of international investment advisory services to institutional clients.
MGIS serves as investment adviser to [__] other investment companies. MGIS is a
subsidiary of MGAM. As of March 31, 1999, MGIS managed approximately $[11.5]
billion in assets. (See Annex III for a list of those investment companies that
MGIS advises that have investment objectives similar to those of the Portfolios,
together with the information regarding the fees charged to those companies.)
The names, business addresses and principal occupations of the current
directors and chief executive officer of MGIS are set forth below. Except as
otherwise indicated, the business address of the individuals named below is 20
Finsbury Circus, London, England and their positions at MGIS constitute their
principal occupation.
Name and Address
Neil P. Jenkins Chief Executive and Director, Morgan
Grenfell Investment Services Ltd.; Vice
President, Morgan Grenfell Investment
Trust
Ian D. Kelson Director, Morgan Grenfell Investment
Services Ltd. and Morgan Grenfell Asset
-15-
<PAGE>
Management Ltd.
Alexander Tedder Director and Fund Manager, Morgan
Grenfell Investment Services Ltd.
Richard C. Wilson Director and Fund Manager, Morgan
Grenfell Investment Services Ltd.
Section 15(f) of the Act
Section 15(f) of the Act provides that when a change of control of an
investment adviser to an investment company occurs, the investment adviser or
any of its affiliated persons may receive an amount or benefit in connection
therewith as long as two conditions are satisfied.
First, no "unfair burden" may be imposed on the investment company as a
result of the transaction relating to the change of control, or any express or
implied terms, conditions or understandings applicable thereto. As defined in
the Act, the term "unfair burden" includes any arrangement during the two (2)
year period after the change in control whereby the investment adviser (or
predecessor or successor adviser), or any "interested person" (as defined in the
Act) of such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services), or from
any person in connection with the purchase or sale or other property to, or on
behalf of the investment company (other than fees for bona fide brokerage and
principal underwriting services). The Portfolios' Boards have not been advised
by the Advisers of any circumstances arising from the Merger that might result
in an unfair burden being imposed on the Portfolios.
The second condition is that, during the three (3) year period immediately
following the Merger, at least 75% of the members of the Portfolios' Boards must
not be "interested persons" of the Advisers within the meaning of the Act. All
current members of the Boards are not, and have continued not to be since the
Merger, "interested persons" of the Advisers.
Additional Information
On March 11, 1999, Bankers Trust announced that it had reached an agreement
with the United States Attorney's Office in the Southern District of New York to
resolve an investigation concerning inappropriate transfers of unclaimed funds
and related record-keeping problems that occurred between 1994 and early 1996.
Pursuant to its agreement with the U.S. Attorney's Office, Bankers Trust pleaded
guilty to misstating entries in the bank's books and records and agreed to pay a
$60 million fine to federal authorities. Separately, Bankers Trust agreed to pay
a $3.5 million fine to the State of New York. The events leading up to the
guilty pleas did not arise out of the investment advisory or mutual fund
management activities of Bankers Trust or its affiliates.
As a result of the plea, absent an order from the Commission, Bankers Trust
would not be able to continue to provide investment advisory services to the
Portfolios or the Funds. The Commission has granted Bankers Trust a temporary
order under Section 9(c) of the Act to permit Bankers Trust and its affiliates
to continue to provide investment advisory services to registered investment
companies, and Bankers Trust, pursuant to Section 9(c) of the Act, has filed an
application for a permanent order. On
-16-
<PAGE>
May 7, 1999, the Commission extended the temporary order under Section 9(c) of
the Act until the Commission takes final action on the application for a
permanent order or, if earlier, November 8, 1999. However, there is no assurance
that the Commission will grant a permanent order. If the Commission refuses to
grant a permanent order, shareholders will receive supplemental proxy materials
requesting approval to release any amounts held in escrow up to the time of the
refusal and such other action as deemed appropriate by the Boards.
Recommendation of the Boards
At a meeting of the Boards held on March 8, 1999 called for the purpose of,
among other things, voting on approval of the New BT Advisory Agreements, the
Boards, including the Independent Trustees, unanimously approved the New BT
Advisory Agreements. In reaching this conclusion, the Boards obtained from BT
Corporation, Deutsche Bank and Bankers Trust such information as they deemed
reasonably necessary to approve Bankers Trust as investment adviser to the
Portfolios. Additionally, the Boards considered a number of factors, including,
among other things, the continuity of the management of the Portfolios after the
Merger; the nature, scope and quality of services that Bankers Trust would
likely provide to the Portfolios; the quality of the personnel of Bankers Trust;
Bankers Trust's commitment to continue to provide these services in the future;
the maintenance of the identical advisory fee rates; and the fact that the New
BT Advisory Agreements contain substantially the same terms and conditions as
the Prior Advisory Agreements.
Based on the factors discussed above and others, the Boards determined that
the New BT Advisory Agreements are fair and reasonable and in the best interest
of the Portfolios and their respective shareholders.
At meetings of the Boards held on July 15 and July 27, 1999 called for the
purpose of, among other things, discussing and voting on approval of the New MGI
Advisory Agreements and the New Sub-advisory Agreements, the Boards obtained
from Deutsche Bank, MGI and MGIS such information as they deemed reasonably
necessary to approve MGI and MGIS as investment advisers to the Portfolios.
Representatives of [Deutsche Bank,] MGI and MGIS made detailed presentations at
the July 15th and July 27th meeting with respect to, among other factors, the
organizational structure, assets under management, asset management services,
financial conditions and business plans of MGI and MGIS. The Boards considered
the same factors described above for the New BT Advisory Agreements with regard
to the New MGI Advisory Agreements and the New Sub-advisory Agreements. The
Boards also considered a number of other factors, including the capacity of MGI
and MGIS to perform their duties under the New Advisory Agreements; the high
degree of continuity of investment management personnel expected to be available
to the Portfolios because most of the personnel of Bankers Trust who provided
services under the Prior Management Agreements will be employed by MGI; the
financial standings of Deutsche Bank, MGI and MGIS; the benefits to the Funds
and Portfolios from technological advances being instituted by Deutsche Bank on
a world-wide basis; the experience and expertise of MGI and MGIS as investment
advisers, as reflected in their amounts of assets under management; and the new
organizational structure proposed to be created as a component of the Merger and
the benefits that may accrue to the shareholders as a result thereof. With
respect to the last factor, the Boards considered that the proposed
organizational structure may simplify the organizational structure of Deutsche
Bank's U.S. mutual fund operations, enhance the efficiency of their
administration and promote consistency of internal controls, compliance and
regulatory oversight. Additionally, the eventual implementation of the New MGI
Advisory Agreements will provide the Funds and the Portfolios with an investment
adviser registered under the Advisers Act. With respect to MGIS, the Boards also
particularly considered MGIS' experience in managing assets in the United
Kingdom for U.S. registered funds and the familiarity of MGIS with U.S.
compliance requirements.
-17-
<PAGE>
The Boards were apprised that the deferral in implementing the New MGI
Advisory Agreements is needed to permit Deutsche Bank a sufficient amount of
time (which will vary for different Portfolios) to plan, prepare and institute
the necessary arrangements for MGI to consolidate Deutsche Bank's U.S. mutual
fund operations. The Advisers also emphasized to the Boards that the New MGI
Advisory Agreements and the New Sub-advisory Agreements would be implemented
only upon the approval of the Independent Trustees based on information they
then deemed adequate and necessary to consider these arrangements. At the July
27th meeting of the Boards, a majority of the Boards, including a majority of
the Independent Trustees, approved the New MGI Advisory Agreements and the New
Sub-advisory Agreements.
Based on the factors discussed above and others, the Boards determined that
the New MGI Advisory Agreements and the New Sub-Advisory Agreements are fair and
reasonable and in the best interest of the Portfolios and their respective
shareholders.
In addition, at meetings held on March 24 and April 21, 1999 the Boards,
including the Independent Trustees, also were apprised of the guilty pleas
discussed above and the exemptive relief sought by Bankers Trust.
Therefore, after careful consideration, the Boards, including the
Independent Trustees of each, recommend that the respective shareholders of the
Funds vote "FOR" the approval of the New Advisory Agreements as set forth in
these Proposals.
If the New BT Advisory Agreements are approved by the shareholders, each
agreement will continue in effect as described above. If any New BT Advisory
Agreement is not approved by the shareholders, the advisory fees held in escrow
with respect to that New BT Advisory Agreement will be paid over to the
applicable Portfolio. In such event, the applicable Board(s) will consider what
other action is appropriate based upon the interests of the shareholders. If
any New MGI Advisory Agreements and/or New Sub-advisory Agreements are not
approved by the shareholders, the applicable New BT Advisory Agreement(s), if
they have been approved by the shareholders, will continue in effect in
accordance with their terms while the Board(s) consider whether and the extent
to which other action is appropriate based upon the interests of the
shareholders. If shareholders of a Fund do not approve the applicable New
Advisory Agreements at the same time that shareholders of other investment
companies approve the applicable New Advisory Agreements with respect to a
common Portfolio in a manner sufficient to implement the New Advisory Agreements
for that Portfolio, the New Advisory Agreements will be implemented and the
Board(s) will consider what other action is appropriate based upon the interests
of the shareholders of the applicable Fund.
-18-
<PAGE>
PROPOSAL II
ELECTION OF BOARDS OF TRUSTEES OF THE TRUST AND THE PORTFOLIOS
Trustees constituting the entire Board of Trustees of the Trust and of each
Portfolio are to be elected at the Special Meeting to serve until their
successors have been duly elected and qualified or until their earlier
resignation or removal. The Trustee Nominees were recently selected by the
Independent Trustees of the Boards and nominated by the full Boards at a meeting
held on July 15, 1999. The names and ages of the Trustee Nominees, their
principal occupations during the past five years and certain of their other
affiliations are provided below. Of the Trustee Nominees, Charles P. Biggar is
currently a Trustee of the Portfolios and S. Leland Dill and Philip Saunders,
Jr. are currently Trustees of both the Trust and the Portfolios. No Trustee or
Trustee Nominee of the Trust or the Portfolios serves or will serve as an
officer of the Trust or any Portfolio. Each of the Trustee Nominees has agreed
to serve if elected at the Special Meeting. It is the intention of the persons
designated as proxies in the Proxy, unless otherwise directed therein, to vote
at the Special Meeting for the election of the Trustee Nominees named below as
the entire Board of Trustees of the Trust and of each Portfolio. If any Trustee
Nominee is unable or unavailable to serve, the persons named in the Proxies will
vote the Proxies for such other person as the Boards may recommend.
The following table sets forth the names, ages, position with the
Trust/Portfolios, and principal occupation of each Trustee Nominee; each Trustee
Nominee is proposed to be elected as such for the Trust and for each Portfolio.
<TABLE>
<CAPTION>
TRUSTEE NOMINEES
Memberships on the Board of Other
Registered Investment Companies and
Position with Principal Occupations During Last Five Other Publicly Held Companies
Name, and Age Trust/Portfolios Years
- ------------------------ ---------------------- ---------------------------------------- ------------------------------------
<S> <C> <C> <C>
Charles P. Biggar+ Trustee of Trust [TO COME] [TO COME]
Age: 68 Since [____]
S. Leland Dill+ Trustee of Trust [TO COME] [TO COME]
Age: 69 since 1986 and
Trustee of Portfolios
since inception of
each Portfolio
Martin J. Gruber [TO COME] [TO COME]
Age: 62
Richard Hale* [TO COME] [TO COME]
Age: 54
Richard J. Herring [TO COME] [TO COME]
Age: 53
Bruce E. Langton [TO COME] [TO COME]
Age: 68
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Philip Saunders, Jr.+ Trustee of Trust [TO COME] [TO COME]
Age: 63 since 1986 and
Trustee of Portfolios
since inception of
each Portfolio
Harry Van Benschoten+
Age: 71
</TABLE>
__________________
* "Interested Person" within the meaning of Section 2(a)(19) of the Act. Mr.
Hale is a Managing Director of Deutsche Asset Management (Americas), the U.S.
asset management unit of Deutsche Bank and its affiliates.
+ Mr. Biggar is a member of the Audit Committee of the Board of the Trust and
Messrs. Dill and Saunders are members of the Audit Committee of both boards.
Each Board has established an Audit Committee that meets with the
Trust's/Portfolios' independent accountants to review the financial statements
of the Trust/Portfolios, the adequacy of internal controls and the accounting
procedures and policies of the Trust/Portfolios, and reports on these matters to
the Board. The Independent Trustees of each Board, who constitute 100% of the
membership of each current Board, select and nominate the new trustee nominees
who are not "interested persons," as defined under the Act, of the Trust or
Portfolios, as applicable. The Boards do not have compensation committees.
During 1998, the Boards held six meetings and the Audit Committee held two
meetings. No Trustee attended less than 75% of the applicable meetings.
If Richard Hale is elected, he will not be a member of the Audit Committee.
The following table sets forth the compensation received by the Trustee
Nominees for their services to the Trust, Portfolios and Bankers Trust Fund
Complex (as defined below) during the calendar year ended December 31, 1998. In
addition to the fees listed below, the Trustees are also reimbursed for all
reasonable expenses incurred during the execution of their duties for the Trust,
Portfolios and Bankers Trust Fund Complex.
<TABLE>
<CAPTION>
Aggregate Estimated Annual
Aggregate Compensation Pension or Retirement Benefits upon Total Compensation
Compensation from the Benefits Accrued as Part of Retirement From the Complex
Name of Trustee from the Trust Portfolios Trust Expenses Paid to Trustees
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles P. Biggar N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
S. Leland Dill $14,485 $3,882 N/A N/A $36,250
- ------------------------------------------------------------------------------------------------------------------------------------
Martin J. Gruber N/A N/A N/A N/A $36,250
- ------------------------------------------------------------------------------------------------------------------------------------
Richard Hale N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Richard J. Herring N/A N/A N/A N/A $35,000
- ------------------------------------------------------------------------------------------------------------------------------------
Bruce E. Langton N/A N/A N/A N/A $35,000
- ------------------------------------------------------------------------------------------------------------------------------------
Philip Saunders, Jr. $14,582 $3,910 N/A N/A $36,250
- ------------------------------------------------------------------------------------------------------------------------------------
Harry Van Benschoten N/A N/A N/A N/A $36,250
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
__________________
* The "Bankers Trust Fund Complex" consists of the Trust and the Portfolios, as
well as BT Institutional Funds, BT Pyramid Mutual Funds, BT Adviser Funds
and BT Insurance Funds Trust.
The following table sets forth the names, ages, position with the Trust and
length of service in such position, and principal occupations during the past
five years of the Officers of the Trust.
Name and Age Position with Trust and Principal Occupations
- --------------------------- ---------------------------------------------------
John A. Keffer President and Chief Executive Officer
Age: 56 since [ ]; President,
------------------
Forum Financial Group L.L.C. and its affiliates;
President, ICC Distributors, Inc.*
-20-
<PAGE>
Daniel O. Hirsch Secretary since 1998; Director, Deutsche Asset
Age: 45 Management (Americas) since 1999; Director, BT
Alex. Brown Incorporated and Investment Company
Capital Corporation 1998-99; Associate General
Counsel, Office of General Counsel, United States
Securities and Exchange Commission, 1993-1998.
Charles Rizzo Treasurer since 1999; [TO COME]
Age: [ ]
__________________
* Underwriter/distributor for the Trust.
Recommendation of the Boards
At a meeting of the Boards held on July 15, 1999, the Boards, based on a
recommendation of the incumbent Independent Trustees of each, unanimously
approved the nomination of the Trustee Nominees. In reaching this conclusion,
the Boards obtained from the Trustee Nominees such information as they deemed
reasonably necessary to approve the Trustee Nominees and considered a number of
factors, including, among other things: alignment of the members of the Boards
of the Trust and the Portfolios; the nature, scope and quality of services that
the Trustee Nominees would likely provide to the Trust and the Portfolios; the
desirability of maintaining adherence to Section 15(f) of the Act. Based on the
factors discussed above and others, the Boards determined that the election of
the Trustee Nominees is in the best interest of the Trust and the Portfolios and
their respective shareholders.
Therefore, after careful consideration, the Boards, including the
Independent Trustees of each, recommend that the respective shareholders of the
Trust and the Portfolios vote "FOR" the election of the Trustee Nominees as set
forth in this Proposal.
If the Trustee Nominees are elected by the applicable shareholders, each
Trustee Nominee will serve until his successor is duly elected and qualified or
until his earlier resignation or removal. If the Trustee Nominees are not
elected, the applicable Board(s) will consider what action is appropriate based
upon the interests of the Trust's or Portfolios' shareholders, as applicable.
-21-
<PAGE>
PROPOSAL III
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR ALL FUNDS AND PORTFOLIOS OTHER THAN
THE PRESERVATIONPLUS INCOME FUND AND PRESERVATIONPLUS INCOME PORTFOLIO
The Boards of the Trust and the Portfolios, including a majority of the
Independent Trustees of each, have approved the selection of
PricewaterhouseCoopers LLP to serve as independent accountants for the Funds and
the Portfolios for the current fiscal year. PricewaterhouseCoopers LLP has
served as independent accountants of each Fund and each Portfolio since the date
of the applicable Fund and Portfolio's inception and has advised the Trust and
the Portfolios that they have no direct or indirect financial interest in any
Fund or Portfolio. Representatives of PricewaterhouseCoopers LLP are not
expected to be present at the Special Meeting and, thus, are not expected to
make a statement; however, one or more representatives will be available by
telephone to respond to appropriate questions posed by shareholders or
management.
Therefore, after careful consideration, the Boards, including the
Independent Trustees of each, recommend that the respective shareholders of the
Trust and the Portfolios vote "FOR" the ratification of the independent
accountants as set forth in this Proposal.
-22-
<PAGE>
PROPOSAL IV
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
AS INDEPENDENT ACCOUNTANTS FOR THE
PRESERVATIONPLUS INCOME FUND AND PRESERVATIONPLUS INCOME PORTFOLIO
The Boards of the Trust and PreservationPlus Portfolio, including a
majority of the Independent Trustees of each, have approved the selection of
Ernst & Young LLP to serve as independent accountants for PreservationPlus Fund
and PreservationPlus Portfolio for the current fiscal year. Ernst & Young LLP
has served as independent accountants of PreservationPlus Fund and
PreservationPlus Portfolio since their respective dates of inception and has
advised the Trust and the PreservationPlus Portfolio that they have no direct or
indirect financial interest in PreservationPlus Fund or PreservationPlus
Portfolio. Representatives of Ernst & Young LLP are not expected to be present
at the Special Meeting and, thus, are not expected to make a statement; however,
one or more representatives will be available by telephone to respond to
appropriate questions posed by shareholders or management.
Therefore, after careful consideration, the Boards, including the
Independent Trustees of each, recommend that the respective shareholders of the
Trust and the Portfolios vote "FOR" the ratification of the independent
accountants as set forth in this Proposal.
VOTE REQUIRED
In view of the master-feeder structure discussed earlier, approval of each
of Proposals IA, IB and IC with respect to a particular Portfolio's New Advisory
Agreements requires the affirmative vote of a "majority" of the outstanding
shares of the Portfolio's various feeder funds as shareholders of the Portfolio.
"Majority" (as defined in the Act) means (as of the Record Date) the lesser of
(a) 67% or more of the shares of the applicable Portfolio present at the special
meeting, if the holders of more than 50% of the outstanding shares of the
Portfolio are present in person or by proxy, or (b) more than 50% of the
outstanding shares of the Portfolio (with respect to the applicable feeder
funds) determined by reference to the shares outstanding of the various feeder
funds. Because abstentions and broker non-votes are treated as shares present
but not voting, any abstentions and broker non-votes will have the effect of
votes against Proposals IA, IB and IC, which require the approval of a specified
percentage of the outstanding shares of a Portfolio.
Approval of Proposal II with respect to the Trustee Nominees of the Trust
requires the affirmative vote of a plurality of the votes cast in person or by
proxy at the Special Meeting for all Funds voting collectively. Approval of
Proposal II with respect to the Trustee Nominees of the Portfolios requires the
affirmative vote of a plurality of the votes cast in person or by proxy at the
special meetings of shareholders of all the Portfolios' various feeder funds
voting collectively. Because abstentions and broker non-votes are not treated
as shares voted, abstentions and broker non-votes will have no impact on
Proposal II.
Approval of Proposals III and IV with respect to the selection of the
independent accountants of the applicable Funds requires the affirmative vote of
a majority of the votes cast in person or by proxy at the Special Meeting for
each Fund. Approval of Proposals III and IV with respect to the selection of
the independent accountants of the applicable Portfolios requires the
affirmative vote of a majority of the votes cast in person or by proxy at the
special meetings of shareholders of each Portfolio's various feeder
-23-
<PAGE>
funds. Because abstentions and broker non-votes are not treated as shares voted,
abstentions and broker non-votes will have no impact on Proposals III and IV.
THE BOARDS, INCLUDING THE INDEPENDENT TRUSTEES OF EACH, RECOMMEND THAT THE
SHAREHOLDERS VOTE "FOR" APPROVAL OF PROPOSALS IA, IB, IC, II, III AND IV. ANY
UNMARKED PROXIES WILL BE SO VOTED.
The Board is not aware of any other matters that will come before the
Special Meeting. Should any other matter properly come before the Special
Meeting, it is the intention of the persons named in the accompanying Proxy to
vote the Proxy in accordance with their judgment on such matters.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Funds do not hold regular shareholders' meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to the Secretary of
the Trust at the address set forth on the cover of this Proxy Statement.
Proposals must be received at a reasonable time prior to the date of a
meeting of shareholders to be considered for inclusion in the materials for a
Fund's meeting. Timely submission of a proposal does not, however, necessarily
mean that such proposal will be included.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of each Fund's outstanding voting
securities (as defined in the Act) may require the calling of a meeting of
shareholders for the purpose of voting on the removal of any Trustee of the
Fund. Meetings of shareholders for any other purpose also shall be called by
the applicable Board of Trustees when requested in writing by shareholders
holding at least 10% of the shares then outstanding.
IF YOU HAVE ANY QUESTIONS CONCERNING THE PROXY STATEMENT OR THE PROCEDURES
TO BE FOLLOWED TO EXECUTE AND DELIVER A PROXY, PLEASE CONTACT SHAREHOLDER
COMMUNICATIONS CORPORATION AT 1-800-732-6168.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL 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, UNLESS THEY ARE VOTING BY TELEPHONE OR
THROUGH THE INTERNET.
By Order of the Board of Trustees,
Daniel O. Hirsch, Secretary
[August 23], 1999
THE BOARD OF TRUSTEES OF THE TRUST HOPES THAT SHAREHOLDERS WILL ATTEND
THE SPECIAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED
TO COMPLETE, DATE, SIGN AND RETURN EACH ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE (UNLESS YOU ARE VOTING BY TELEPHONE
OR THROUGH THE INTERNET).
-24-
<PAGE>
Annex I
<TABLE>
<CAPTION>
CASH FUND:
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
<S> <C> <C>
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
INTERMEDIATE FUND
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
(i) 5% Shareholder
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
TAX FREE FUND:
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
<S> <C> <C> of Outstanding Shares
----------------------------
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
NY FUND
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
TREASURY FUND:
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
<S> <C> <C>
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL FUND:
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
<S> <C> <C>
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
CAPITAL FUND:
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
<S> <C> <C>
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
LONG RANGE FUND:
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
MID RANGE FUND:
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
<S> <C> <C>
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
SHORT RANGE FUND:
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
PACIFIC FUND:
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
<S> <C> <C>
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
LATIN AMERICAN FUND:
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
SMALL CAP FUND:
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
<S> <C> <C>
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
PRESERVATIONPLUS INCOME FUND:
Name and Address of Beneficial Owner Shares Beneficially Owned Percent Ownership
- --------------------------------------------- ---------------------------- ----------------------------
of Outstanding Shares
----------------------------
(i) 5% Shareholders
(ii) Trustees and Trustee Nominees *
(iii) Executive Officers
*
(iv) Trustees and Executive Officers *
as a Group
</TABLE>
[*The Trustees, executive officers of the Trust, and the Trustees and executive
officers as a group own less than 1% of each Fund's outstanding shares.]
-8-
<PAGE>
Annex II
<TABLE>
<CAPTION>
Portfolio Fiscal Year Commissions Paid Percentage of Affiliated Broker
Ended Aggregate Commissions
Paid
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash Portfolio 12/31/98
- ------------------------------------------------------------------------------------------------------------
Intermediate Portfolio 9/30/98
- ------------------------------------------------------------------------------------------------------------
Tax Free Portfolio 12/31/98
- ------------------------------------------------------------------------------------------------------------
NY Portfolio 12/31/98
- ------------------------------------------------------------------------------------------------------------
Treasury Portfolio 12/31/98
- ------------------------------------------------------------------------------------------------------------
International Portfolio 9/30/98
- ------------------------------------------------------------------------------------------------------------
Capital Portfolio 9/30/98
- ------------------------------------------------------------------------------------------------------------
Asset Portfolio 3/31/99
- ------------------------------------------------------------------------------------------------------------
Asset Portfolio II 3/31/99
- ------------------------------------------------------------------------------------------------------------
Asset Portfolio III 3/31/99
- ------------------------------------------------------------------------------------------------------------
Pacific Portfolio 9/30/98
- ------------------------------------------------------------------------------------------------------------
Latin American Portfolio 9/30/98
- ------------------------------------------------------------------------------------------------------------
Small Cap Portfolio 9/30/98
- ------------------------------------------------------------------------------------------------------------
PreservationPlus Income 9/30/98
Portfolio
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Annex III
I. Bankers Trust Company Proprietary Funds
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Net Assets Under Management Advisory Fees
Fund 5-31-99 Payable to BT
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
S&P Index Funds
- ---------------
Equity Index Portfolio (a) (b)
$6,607,007,085.88 0.075%
Includes the following feeder funds:
BT Inst'l: Equity 500 Index Fund (c)
$2,391,761,781.53
BT Pyramid Investment Equity 500 Index (d) $ 929,474,411.08
USAA S&P 500 Index (e) $2,713,859,248.97
Amer AADV: S&P 500 - AMR Class (f) $ 322,610,586.01
Amer AADV: S&P 500 - Mileage Fund (f) $ 3,632,960.16
Scudder S&P 500 Index (g) $ 244,805,518.35
- -----------------------------------------------------------------------------------------------------------
BT Insur: Equity 500 Index (Variable Annuity) (a) (h) $ 111,273,342.87 0.20%
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Bankers Trust Company Third Party Sub-Advised Funds
<TABLE>
<CAPTION>
Assets Under
Fund Management 5-31-99 Fee Schedule
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
VALIC - American General Series Portfolio: A monthly fee computed at the annual rate of
0.02% on the first $2 billion and 0.01% on
Stock Index Fund (a) $4,624,973,419.19 assets over $2 billion. The Investment
Sub-Advisory Agreements require that each
Sub-Adviser promptly reduce its monthly fee by
the amount of any commission, tender and
exchange offer solicitation fees, other fees or
similar payments received by the Sub-Adviser, or
any affiliated person of the Sub-Adviser, in
connection with Sub-Advised Fund portfolio
transactions.
- ------------------------------------------------------------------------------------------------------------------------------------
VALIC - American General Series Portfolio Company 2 VALIC shall pay to Bankers Trust, a monthly fee
(Class A Shares, Class B Shares): computed at the annual rate of 0.02% of the
first $2 billion and 0.01% of average daily net
Stock Index Fund (a) $ 12,489,608.16 asset values on the excess over $2 billion.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
EQ Advisors Trust:
BT Equity 500 Index Fund (a) $ 392,561,486.32 0.05% of the Portfolio's average daily net assets
- ------------------------------------------------------------------------------------------------------------------------------------
Pacific Mutual: A fee is paid at the beginning of each calendar
quarter, based on an annual percentage of the
Equity Index Portfolio (a) $1,808,280,989.82 combined daily net assets of the Equity Index
Portfolio, according to the following schedule,
subject to a minimum annual fee of $100,000:
0.08% on first $100 million; 0.04% on next $100
million; 0.02% on excess.
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Kemper Investments Inc.: The fee paid to the Sub-Adviser is calculated on
a quarterly basis and depends on the level of
AARP U.S. Stock Index Fund (a) $ 464,922,428.55 total assets in the AARP U.S. Stock Index Fund.
The fee rate decreases as the level of total
assets for the Fund increases. The fee rate for
each level of assets is: 0.07% of the first $100
million of average daily net assets, 0.03% of
such assets in excess of $100 million, and 0.01%
of such assets in excess of $200 million with a
minimum annual fee of $75,000.
- ------------------------------------------------------------------------------------------------------------------------------------
SunAmerica Asset Management Corporation:
Large-Cap Growth Portfolio (a) (b) $ 5,142,375.93 0.10% - first $500 million
0.03% - over $500 million
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Information pertaining to advisory fees is shown before expense waivers
and/or reimbursements, if any, are applied.
(b) Master portfolio not available for direct retail purchase.
(c) Feeder fund available to institutional investors through BT.
(d) Feeder fund available to retail investors through BT.
(e) Feeder fund available to customers of United States Automobile Association
and retail public.
(f) Feeder fund available to customers of American Airlines.
(g) Feeder fund available to customers of 1997. Scudder, Stevens & Clark:
commenced operations on August 29,
(h) Available only through variable annuity of the BT Insurance Funds Trust
products: the EAFE Equity Index Fund commenced operations on August 22, and
Small Cap Index Fund 1997.
-2-
<PAGE>
II. Morgan Grenfell Inc.
[TO COME]
-3-
<PAGE>
III. Morgan Grenfell Investment Services Ltd.
[TO COME]
-4-
<PAGE>
Annex IV
<TABLE>
<CAPTION>
Fund Fee Portfolio Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Fund Cash Portfolio
- ------------------------------------------------------------------------------------------------------------
Intermediate Fund Intermediate Portfolio
- ------------------------------------------------------------------------------------------------------------
Tax Free Fund Tax Free Portfolio
- ------------------------------------------------------------------------------------------------------------
NY Fund NY Portfolio
- ------------------------------------------------------------------------------------------------------------
Treasury Fund Treasury Portfolio
- ------------------------------------------------------------------------------------------------------------
International Fund International Portfolio
- ------------------------------------------------------------------------------------------------------------
Capital Fund Capital Portfolio
- ------------------------------------------------------------------------------------------------------------
Long Range Fund Asset Portfolio
- ------------------------------------------------------------------------------------------------------------
Mid Range Fund Asset Portfolio II
- ------------------------------------------------------------------------------------------------------------
Short Range Fund Asset Portfolio III
- ------------------------------------------------------------------------------------------------------------
Pacific Fund Pacific Portfolio
- ------------------------------------------------------------------------------------------------------------
Latin American Fund Latin American Portfolio
- ------------------------------------------------------------------------------------------------------------
Small Cap Fund Small Cap Portfolio
- ------------------------------------------------------------------------------------------------------------
PreservationPlus PreservationPlus Income
Income Fund Portfolio
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT A
[FORM OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENT]
--------------------------------------------------------
AGREEMENT made as of [_________________] by and between [Trust Name], a
(state of organization) (herein called the "Trust") and [________________]
(herein called the "Investment Adviser") [and [______________] (herein called
the "Investment Subadviser")].
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS, the Trust desires to retain the Investment Adviser to render
investment advisory and other services to the Trust with respect to certain of
its series of shares of beneficial interests as may currently exist or be
created in the future (each, a "Fund") as listed on Exhibit A hereto, and the
Investment Adviser is willing to so render such services on the terms
hereinafter set forth;
[WHEREAS, the Investment Adviser desires to retain the Investment
Subadviser to perform certain of the Investment Adviser's duties under this
Agreement, and the Investment Subadviser is willing to so render such services
on the terms hereinafter set forth;]
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties hereto as follows:
1. Appointment. The [Trust] [Investment Adviser] hereby appoints the
-----------
[Investment Adviser] [Investment Subadviser] to act as [investment adviser]
[investment subadviser] to each Fund for the period and on the terms set forth
in this Agreement. The [Investment Adviser] [Investment Subadviser] accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. Management. Subject to the supervision of the [Board of Trustees of the
----------
Trust] [Investment Adviser], the [Investment Adviser] [Investment Subadviser]
will provide a continuous investment program for the Fund, including investment
research and management with respect to all securities, investments, cash and
cash equivalents in the Fund. The [Investment Adviser] [Investment Subadviser]
will determine from time to time what securities and other investments will be
purchased, retained or sold by each Fund. The [Investment Adviser] [Investment
Subadviser] will provide the services rendered by it hereunder in accordance
with the investment objective(s) and policies of each Fund as stated in the
Fund's then-current prospectus and statement of additional information (or the
Fund's then current registration statement on Form N-1A as filed with the
Securities and Exchange Commission (the "SEC") and the then-current offering
memorandum if the Fund is not registered under the Securities Act of 1933, as
amended ("1933 Act"). The [Investment Adviser] [Investment Subadviser] further
agrees that:
(a) it will conform with all applicable rules and regulations of the
SEC (herein called the "Rules") and with all applicable provisions of the 1933
Act; as amended, the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Investment Company Act of 1940, as amended (the "1940 Act"); and the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and will, in
addition, conduct its activities under this Agreement in accordance with
applicable regulations of the Board of Governors of the Federal Reserve System
pertaining to the investment advisory activities of bank holding companies and
their subsidiaries;
(b) it will place orders pursuant to its investment determinations for
each Fund either directly with the issuer or with any broker or dealer selected
by it. In placing orders with brokers and dealers, the [Investment Adviser]
[Investment Subadviser] will use its reasonable best efforts to obtain the best
net price and the most
<PAGE>
favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
the [Investment Adviser] [Investment Subadviser] may, to the extent permitted by
law, purchase and sell portfolio securities to and from brokers and dealers who
provide brokerage and research services (within the meaning of Section 28(e) of
the 1934 Act) to or for the benefit of any fund and/or other accounts over which
the [Investment Adviser] [Investment Subadviser] or any of its affiliates
exercises investment discretion. Subject to the review of the [Trust's Board of
Trustees] [Investment Adviser] from time to time with respect to the extent and
continuation of the policy, the [Investment Adviser] [Investment Subadviser] is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the [Investment Adviser] [Investment Subadviser]
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of the [Investment Adviser] [Investment Subadviser] with
respect to the accounts as to which it exercises investment discretion; and
(c) it will maintain books and records with respect to the securities
transactions of each Fund and will render to the [Trust's Board of Trustees]
[Investment Adviser] such periodic and special reports as the Board may request.
3. Services Not Exclusive. The investment advisory services rendered by
----------------------
the [Investment Adviser] [Investment Subadviser] hereunder are not to be deemed
exclusive, and the [Investment Adviser] [Investment Subadviser] shall be free to
render similar services to others so long as its services under this Agreement
are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3 of
-----------------
the Rules under the 1940 Act, the [Investment Adviser] [Investment Subadviser]
hereby agrees that all records which it maintains for the Trust are the property
of the Trust and further agrees to surrender promptly to the [Trust] [Investment
Adviser] any of such records upon request of the [Trust] [Investment Adviser].
The [Investment Adviser] [Investment Subadviser] further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act and to comply in full with the
requirements of Rule 204-2 under the Advisers Act pertaining to the maintenance
of books and records.
5. Expenses. During the term of this Agreement, the [Investment Adviser]
--------
[Investment Subadviser] will pay all expenses incurred by it in connection with
its activities under this Agreement other than the cost of purchasing securities
(including brokerage commissions, if any) for the Fund.
6. Compensation. For the services provided and the expenses assumed
------------
pursuant to this Agreement, [_________] will pay the [Investment Adviser]
[Investment Subadviser], and the [Investment Adviser] [Investment Subadviser]
will accept as full compensation therefor, fees, computed daily and payable
monthly, on an annual basis equal to the percentage set forth on Exhibit A
hereto of that Fund's average daily net assets.
7. Limitation of Liability of the [Investment Adviser] [Investment
---------------------------------------------------------------
Subadviser]: Indemnification.
- ----------------------------
(a) The [Investment Adviser] [Investment Subadviser] shall not be
liable for any error of judgment or mistake of law or for any loss suffered by a
Fund in connection with the matters to which this Agreement relates, except a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the [Investment Adviser] [Investment
Subadviser] in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement;
(b) Subject to the exceptions and limitations contained in Section
7(c) below:
(i) the [Investment Adviser] [Investment Subadviser] (hereinafter
referred to as a
-2-
<PAGE>
"Covered Person") shall be indemnified by the respective Fund to the fullest
extent permitted by law, against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved, as a party or otherwise, by virtue of his being or
having been the [Investment Adviser] [Investment Subadviser] of the Fund, and
against amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal or other,
including appeals), actual or threatened while in office or thereafter, and the
words "liability" and "expenses" shall include, without limitation, attorneys'
fees, costs, judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(c) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the [Trust] [Investment Adviser]
or to one or more Funds' investors by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office, or (B) not to have acted in good faith in the reasonable belief that
his action was in the best interest of a Fund; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office;
(A) by the court or other body approving the settlement; or
(B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based upon a
review of readily available facts (as opposed to a full trial-type inquiry); or
(C) by written opinion of independent legal counsel based
upon a review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any investor in a Fund may, by appropriate
legal proceedings, challenge any such determination by the Trustees or by
independent counsel.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the [Trust] [Investment Adviser], shall be
severable, shall not be exclusive of or affect any other rights to which any
Covered Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be a Covered Person and shall inure to the benefit of the
successors and assigns of such person. Nothing contained herein shall affect
any rights to indemnification to which Trust personnel and any other persons,
other than a Covered Person, may be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, suit or proceeding of the character described in
subsection (b) of this Section 7 may be paid by the [Trust] [Investment Adviser]
on behalf of the respective Fund from time to time prior to final disposition
thereto upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the [Trust] [Investment Adviser] on
behalf of the respective Fund if it is ultimately determined that he is not
entitled to indemnification under this Section 7; provided, however, that either
(i) such Covered Person shall have provided appropriate security for such
undertaking or (ii) the [Trust] [Investment Adviser] shall be insured against
losses arising out of any such advance payments, or (iii) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts as opposed to a
trial-type inquiry or full investigation, that there is reason to believe that
such Covered Person will be entitled to indemnification under this Section 7.
8. Duration and Termination. This Agreement shall be effective as to a
------------------------
Fund as of the date the Fund commences investment operations after this
Agreement shall have been approved by the Board of Trustees of the Trust with
respect to that Fund and the Investor(s) in the Fund in the manner contemplated
by Section 15 of the 1940 Act and, unless sooner terminated as provided herein,
shall continue until the second anniversary of such date. Thereafter, if not
terminated, this Agreement shall continue in effect as to such Fund for
successive periods of 12
-3-
<PAGE>
months each, provided such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of Trustees
of the Trust who are not parties to this Agreement or Interested Persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, or (b) by Vote of a Majority of the Outstanding Voting Securities of
the Trust; provided, however, that this Agreement may be terminated by the Trust
at any time, without the payment of any penalty, by the Board of Trustees of the
Trust, by Vote of a Majority of the Outstanding Voting Securities of the Trust
on 60 days' written notice to the [Investment Adviser] [Investment Subadviser],
or by the [Investment Adviser] [Investment Subadviser] as to the [Trust]
[Investment Adviser] at any time, without payment of any penalty, on 90 days'
written notice to the [Trust] [Investment Adviser]. This Agreement will
immediately terminate in the event of its assignment (as used in this Agreement,
the terms "Vote of a Majority of the Outstanding Voting Securities," "Interested
Person" and "Assignment" shall have the same meanings as such terms have in the
1940 Act and the rules and regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may be
---------------------------
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective with respect to a Fund, until approved by Vote of a
Majority of the Outstanding Voting Securities of that Fund.
10. Representations and Warranties. The [Investment Adviser] [Investment
-------------------------------
Subadviser] hereby represents and warrants as follows:
(a) [The [Investment Adviser] [Investment Subadviser] is exempt from
registration under the 1940 Act:]
(b) The [Investment Adviser] [Investment Subadviser] has all
requisite authority to enter into, execute, deliver and perform its obligations
under this Agreement;
(c) This Agreement is legal, valid and binding, and enforceable in
accordance with its terms; and
(d) The performance by the [Investment Adviser] [Investment
Subadviser] of its obligations under this Agreement does not conflict with any
law to which it is subject.
11. Covenants. The [Investment Adviser] [Investment Subadviser] hereby
---------
covenants and agrees that, so long as this Agreement shall remain in effect:
(a) The [Investment Adviser] [Investment Subadviser] shall remain
either exempt from, or registered under, the registration provisions of the
Advisers Act; and
(b) The performance by the [Investment Adviser] [Investment
Subadviser] of its obligations under this Agreement shall not conflict with any
law to which it is then subject.
12. Notices. Any notice required to be given pursuant to this Agreement
-------
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser, Mutual Funds Services, 130 Liberty
Street (One Bankers Trust Plaza), New York, New York 10006 , [(b) to the
Subadviser, [Address] or ](c) to the Trust, c/o BT Alex. Brown, Incorporated,
One South Street, Baltimore, Maryland 21202.
13. Waiver. With full knowledge of the circumstances and the effect of
------
its action, the [Investment Adviser] [Investment Subadviser] hereby waives any
and all rights which it may acquire in the future against the property of any
investor in a Fund, other than shares in that Fund, which arise out of any
action or inaction of the [Trust] [Investment Adviser] under this Agreement.
14. Miscellaneous. The captions in this Agreement are included for
--------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the
-4-
<PAGE>
remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the ______________________________, without reference to principles of
conflicts of law. The Trust is organized under the laws of
_________________________________ pursuant to a ______________ dated
______________. No Trustee, officer or employee of the Trust shall be
personally bound by or liable hereunder, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
[SIGNATORIES]
-5-
<PAGE>
EXHIBIT A
---------
TO
INVESTMENT ADVISORY AGREEMENT
MADE AS OF ____________________
BETWEEN
[Trust Name] AND [______________]
Fund Investment Advisory Fee
- ---- -----------------------
-6-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] Cash Management Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and
Amy M. Olmert and each of them, with full power of
substitution, as proxies of the undersigned to vote all shares
of stock that the undersigned is entitled in any capacity to
vote at the above-stated special meeting, and at any and all
adjournments or postponements thereof (the "Special Meeting"),
on the matters set forth on this Proxy Card, and, in their
discretion, upon all matters incident to the conduct of the
Special Meeting and upon such other matters as may properly be
brought before the Special Meeting. This proxy revokes all
prior proxies given by the undersigned.
All properly executed proxies will be voted as directed.
If no instructions are indicated on a properly executed proxy,
the proxy will be voted FOR approval of Proposals IA, IB, IC,
II and III. All ABSTAIN votes will be counted in determining
the existence of a quorum at the Special Meeting and, for
Proposals IA, IB and IC, as votes AGAINST the applicable
Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH
RESPECT TO THE CASH MANAGEMENT FUND. THE BOARD OF TRUSTEES
To vote by Telephone RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
---
1) Read the Proxy Statement and have the Proxy card
below at hand. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE
2) Call 1-800-690-6903. BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
3) Enter the 12-digit control number set forth on the ENVELOPE.
Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE
OR INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
CASH MANAGEMENT FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on
the line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP as
with Bankers Trust Company the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement
with Morgan Grenfell Inc.
FOR [_] AGAINST [_] ABSTAIN [_] The appointed proxies will vote on any other business as may properly
come before the Special Meeting
IC. Approval of New Investment Sub-advisory Agreement
with Bankers Trust Company Receipt of the Notice and the Joint Proxy Statement, dated
FOR [_] AGAINST [_] ABSTAIN [_] [August 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
- ---------------------------------------------------- ---------------------------------------------------
- ---------------------------------------------------- ---------------------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] Intermediate Tax Free Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and Amy M.
Olmert and each of them, with full power of substitution,
as proxies of the undersigned to vote all shares of stock
that the undersigned is entitled in any capacity to vote at
the above-stated special meeting, and at any and all
adjournments or postponements thereof (the "Special
Meeting"), on the matters set forth on this Proxy Card,
and, in their discretion, upon all matters incident to the
conduct of the Special Meeting and upon such other matters
as may properly be brought before the Special Meeting. This
proxy revokes all prior proxies given by the undersigned.
All properly executed proxies will be voted as directed. If
no instructions are indicated on a properly executed proxy,
the proxy will be voted FOR approval of Proposals IA, IB,
IC, II and III. All ABSTAIN votes will be counted in
determining the existence of a quorum at the Special
Meeting and, for Proposals IA, IB and IC, as votes AGAINST
the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
WITH RESPECT TO THE INTERMEDIATE TAX FREE FUND. THE BOARD
To vote by Telephone OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II
---
1) Read the Proxy Statement and have the Proxy card AND III.
below at hand.
2) Call 1-800-690-6903. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
3) Enter the 12-digit control number set forth on DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
the Proxy card and follow the simple instructions. ENCLOSED ENVELOPE.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on
the Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INTERMEDIATE TAX FREE FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, For All Withhold All For All Except: To withhold authority
(02) Dill, (03) Hale, (04) Langton, to vote, mark "For All
(05) Saunders, and (06) Van Benschoten [_] [_] [_] Except" and write the
and Drs. (07) Gruber and (08) Herring nominee's number on the
as Trustees of the Boards. line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory III. Ratification of the selection of
Agreement with Bankers Trust Company PricewaterhouseCoopers LLP as the
FOR [_] AGAINST [_] ABSTAIN [_] independent accountants of the
Fund and its corresponding Portfolio.
IB. Approval of New Investment Advisory FOR [_] AGAINST [_] ABSTAIN [_]
Agreement with Morgan Grenfell Inc.
FOR [_] AGAINST [_] ABSTAIN [_] The appointed proxies will vote on any other business as may
properly come before the Special Meeting
IC. Approval of New Investment Sub-advisory
Agreement with Bankers Trust Company Receipt of the Notice and the Joint Proxy Statement, dated [August
FOR [_] AGAINST [_] ABSTAIN [_] 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
- ------------------------------------------------ --------------------------------------------
- ------------------------------------------------ --------------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] Tax Free Money Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and Amy M. Olmert and
each of them, with full power of substitution, as proxies of the
undersigned to vote all shares of stock that the undersigned is
entitled in any capacity to vote at the above-stated special meeting,
and at any and all adjournments or postponements thereof (the "Special
Meeting"), on the matters set forth on this Proxy Card, and, in their
discretion, upon all matters incident to the conduct of the Special
Meeting and upon such other matters as may properly be brought before
the Special Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will
be voted FOR approval of Proposals IA, IB, IC, II and III. All ABSTAIN
votes will be counted in determining the existence of a quorum at the
Special Meeting and, for Proposals IA, IB and IC, as votes AGAINST the
applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH RESPECT
TO THE TAX FREE MONEY FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR
To vote by Telephone ---
PROPOSALS IA, IB, IC, II AND III.
1) Read the Proxy Statement and have the Proxy card
below at hand. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE BELOW AND
2) Call 1-800-690-6903. MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
3) Enter the 12-digit control number set forth on
the Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on
the Proxy card and follow the simple instructions.
</TABLE>
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
TAX FREE MONEY FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
<TABLE>
Vote on Trustees
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on the
line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP
with Bankers Trust Company as the independent accountants of the Fund and its
FOR [_] AGAINST [_] ABSTAIN [_] corresponding Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement
with Morgan Grenfell Inc. The appointed proxies will vote on any other business as may properly
FOR [_] AGAINST [_] ABSTAIN [_] come before the Special Meeting
IC. Approval of New Investment Sub-advisory Agreement Receipt of the Notice and the Joint Proxy Statement, dated
with Bankers Trust Company [August 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
FOR [_] AGAINST [_] ABSTAIN [_]
- ------------------------------------------------------- ------------------------------------------------------
- ------------------------------------------------------- ------------------------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] NY Tax Free Money Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and Amy M.
Olmert and each of them, with full power of substitution,
as proxies of the undersigned to vote all shares of stock
that the undersigned is entitled in any capacity to vote at
the above-stated special meeting, and at any and all
adjournments or postponements thereof (the "Special
Meeting"), on the matters set forth on this Proxy Card,
and, in their discretion, upon all matters incident to the
conduct of the Special Meeting and upon such other matters
as may properly be brought before the Special Meeting. This
proxy revokes all prior proxies given by the undersigned.
All properly executed proxies will be voted as directed. If
no instructions are indicated on a properly executed proxy,
the proxy will be voted FOR approval of Proposals IA, IB,
IC, II and III. All ABSTAIN votes will be counted in
determining the existence of a quorum at the Special
Meeting and, for Proposals IA, IB and IC, as votes AGAINST
the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
WITH RESPECT TO THE NY TAX FREE MONEY FUND. THE BOARD OF
To vote by Telephone TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II AND
---
1) Read the Proxy Statement and have the Proxy card III.
below at hand.
2) Call 1-800-690-6903. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
3) Enter the 12-digit control number set forth on the DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
Proxy card and follow the simple instructions. ENCLOSED ENVELOPE.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on
the Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
NY TAX FREE MONEY FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, For All Withhold All For All Except: To withhold authority
(02) Dill, (03) Hale, (04) Langton, to vote, mark "For All
(05) Saunders, and (06) Van Benschoten [_] [_] [_] Except" and write the
and Drs. (07) Gruber and (08) Herring nominee's number on the
as Trustees of the Boards. line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory III. Ratification of the selection of
Agreement with Bankers Trust Company PricewaterhouseCoopers LLP as the
FOR [_] AGAINST [_] ABSTAIN [_] independent accountants of the
Fund and its corresponding Portfolio.
IB. Approval of New Investment Advisory FOR [_] AGAINST [_] ABSTAIN [_]
Agreement with Morgan Grenfell Inc.
FOR [_] AGAINST [_] ABSTAIN [_] The appointed proxies will vote on any other business as may
properly come before the Special Meeting
IC. Approval of New Investment Sub-advisory
Agreement with Bankers Trust Company Receipt of the Notice and the Joint Proxy Statement, dated [August
FOR [_] AGAINST [_] ABSTAIN [_] 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
- ------------------------------------------------- ----------------------------------------
- ------------------------------------------------- ----------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] Treasury Money Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and
Amy M. Olmert and each of them, with full power of substitution, as
proxies of the undersigned to vote all shares of stock that the
undersigned is entitled in any capacity to vote at the above-stated
special meeting, and at any and all adjournments or postponements
thereof (the "Special Meeting"), on the matters set forth on this
Proxy Card, and, in their discretion, upon all matters incident to the
conduct of the Special Meeting and upon such other matters as may
properly be brought before the Special Meeting. This proxy revokes all
prior proxies given by the undersigned.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy
will be voted FOR approval of Proposals IA, IB, IC, II and III. All
ABSTAIN votes will be counted in determining the existence of a quorum
at the Special Meeting and, for Proposals IA, IB and IC, as votes
AGAINST the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH
To vote by Telephone RESPECT TO THE TREASURY MONEY FUND. THE BOARD OF TRUSTEES RECOMMENDS A
VOTE FOR PROPOSALS IA, IB, IC, II AND III.
1) Read the Proxy Statement and have the Proxy card ---
below at hand.
2) Call 1-800-690-6903. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE BELOW AND
3) Enter the 12-digit control number set forth on the MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
TREASURY MONEY FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on the
line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP
with Bankers Trust Company as the independent accountants of the Fund and
FOR [_] AGAINST [_] ABSTAIN [_] its corresponding Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement
with Morgan Grenfell Inc. The appointed proxies will vote on any other business
FOR [_] AGAINST [_] ABSTAIN [_] as may properly come before the Special Meeting
IC. Approval of New Investment Sub-advisory Agreement Receipt of the Notice and the Joint Proxy Statement, dated
with Bankers Trust Company [August 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
FOR [_] AGAINST [_] ABSTAIN [_]
- --------------------------------------------------- ---------------------------------------
- --------------------------------------------------- ---------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] International Equity Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and Amy M.
Olmert and each of them, with full power of substitution,
as proxies of the undersigned to vote all shares of stock
that the undersigned is entitled in any capacity to vote at
the above-stated special meeting, and at any and all
adjournments or postponements thereof (the "Special
Meeting"), on the matters set forth on this Proxy Card,
and, in their discretion, upon all matters incident to the
conduct of the Special Meeting and upon such other matters
as may properly be brought before the Special Meeting. This
proxy revokes all prior proxies given by the undersigned.
All properly executed proxies will be voted as directed. If
no instructions are indicated on a properly executed proxy,
the proxy will be voted FOR approval of Proposals IA, IB,
IC, II and III. All ABSTAIN votes will be counted in
determining the existence of a quorum at the Special
Meeting and, for Proposals IA, IB and IC, as votes AGAINST
the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
WITH RESPECT TO THE INTERNATIONAL EQUITY FUND. THE BOARD
To vote by Telephone OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II
---
1) Read the Proxy Statement and have the Proxy card AND III.
below at hand.
2) Call 1-800-690-6903. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
3) Enter the 12-digit control number set forth on the DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
Proxy card and follow the simple instructions. ENCLOSED ENVELOPE.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INTERNATIONAL EQUITY FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on the
line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory III. Ratification of the selection of PricewaterhouseCoopers LLP
Agreement with Bankers Trust Company as the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio. FOR[_] AGAINST[_] ABSTAIN [_]
IB. Approval of New Investment Advisory The appointed proxies will vote on any other business as may
Agreement with Morgan Grenfell Inc. properly come before the Special Meeting
FOR [_] AGAINST [_] ABSTAIN [_]
Receipt of the Notice and the Joint Proxy Statement, dated [August
IC. Approval of New Investment Sub-advisory 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
Agreement with Bankers Trust Company
FOR [_] AGAINST [_] ABSTAIN [_]
- -------------------------------------------------- ---------------------------------------
- -------------------------------------------------- ---------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] Capital Appreciation Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and
Amy M. Olmert and each of them, with full power of
substitution, as proxies of the undersigned to vote all
shares of stock that the undersigned is entitled in any
capacity to vote at the above-stated special meeting, and
at any and all adjournments or postponements thereof (the
"Special Meeting"), on the matters set forth on this Proxy
Card, and, in their discretion, upon all matters incident
to the conduct of the Special Meeting and upon such other
matters as may properly be brought before the Special
Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as
directed. If no instructions are indicated on a properly
executed proxy, the proxy will be voted FOR approval of
Proposals IA, IB, IC, II and III. All ABSTAIN votes will be
counted in determining the existence of a quorum at the
Special Meeting and, for Proposals IA, IB and IC, as votes
AGAINST the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
To vote by Telephone WITH RESPECT TO THE CAPITAL APPRECIATION FUND. THE BOARD OF
TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II AND
1) Read the Proxy Statement and have the Proxy card ---
below at hand. III.
2) Call 1-800-690-6903.
3) Enter the 12-digit control number set forth on the UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
Proxy card and follow the simple instructions. DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
CAPITAL APPRECIATION FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on
the line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory III. Ratification of the selection of PricewaterhouseCoopers LLP
Agreement with Bankers Trust Company as the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio. FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory The appointed proxies will vote on any other business as may
Agreement with Morgan Grenfell Inc. properly come before the Special Meeting
FOR [_] AGAINST [_] ABSTAIN [_]
Receipt of the Notice and the Joint Proxy Statement, dated [August
IC. Approval of New Investment Sub-advisory 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
Agreement with Bankers Trust Company
FOR [_] AGAINST [_] ABSTAIN [_]
- ------------------------------------------------- ----------------------------------------
- ------------------------------------------------- ----------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] BT Investment Lifecycle Long Range Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and
Amy M. Olmert and each of them, with full power of
substitution, as proxies of the undersigned to vote all
shares of stock that the undersigned is entitled in any
capacity to vote at the above-stated special meeting, and
at any and all adjournments or postponements thereof (the
"Special Meeting"), on the matters set forth on this Proxy
Card, and, in their discretion, upon all matters incident
to the conduct of the Special Meeting and upon such other
matters as may properly be brought before the Special
Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as
directed. If no instructions are indicated on a properly
executed proxy, the proxy will be voted FOR approval of
Proposals IA, IB, IC, II and III. All ABSTAIN votes will be
counted in determining the existence of a quorum at the
Special Meeting and, for Proposals IA, IB and IC, as votes
AGAINST the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
WITH RESPECT TO THE BT INVESTMENT LIFECYCLE LONG RANGE
To vote by Telephone FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS
---
1) Read the Proxy Statement and have the Proxy card IA, IB, IC, II AND III.
below at hand.
2) Call 1-800-690-6903. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
3) Enter the 12-digit control number set forth on the DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
Proxy card and follow the simple instructions. ENCLOSED ENVELOPE.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BT INVESTMENT LIFECYCLE LONG RANGE FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on the
line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP
with Bankers Trust Company as the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio. FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement The appointed proxies will vote on any other business as may
with Morgan Grenfell Inc. properly come before the Special Meeting
FOR [_] AGAINST [_] ABSTAIN [_]
Receipt of the Notice and the Joint Proxy Statement, dated [August
IC. Approval of New Investment Sub-advisory 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
Agreement with Bankers Trust Company
FOR [_] AGAINST [_] ABSTAIN [_]
- -------------------------------------------------- ----------------------------------------
- -------------------------------------------------- ----------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] BT Investment Lifecycle Mid Range Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and
Amy M. Olmert and each of them, with full power of substitution,
as proxies of the undersigned to vote all shares of stock that the
undersigned is entitled in any capacity to vote at the above-
stated special meeting, and at any and all adjournments or
postponements thereof (the "Special Meeting"), on the matters set
forth on this Proxy Card, and, in their discretion, upon all
matters incident to the conduct of the Special Meeting and upon
such other matters as may properly be brought before the Special
Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as directed. If
no instructions are indicated on a properly executed proxy, the
proxy will be voted FOR approval of Proposals IA, IB, IC, II and
III. All ABSTAIN votes will be counted in determining the
existence of a quorum at the Special Meeting and, for Proposals
IA, IB and IC, as votes AGAINST the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH
RESPECT TO THE BT INVESTMENT LIFECYCLE MID RANGE FUND. THE BOARD
To vote by Telephone OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
---
1) Read the Proxy Statement and have the Proxy card
below at hand. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE BELOW
2) Call 1-800-690-6903. AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BT INVESTMENT LIFECYCLE MID RANGE FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on
the line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP
with Bankers Trust Company as the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement
with Morgan Grenfell Inc. The appointed proxies will vote on any other business as may properly
FOR [_] AGAINST [_] ABSTAIN [_] come before the Special Meeting
IC. Approval of New Investment Sub-advisory Agreement Receipt of the Notice and the Joint Proxy Statement, dated
with Bankers Trust Company [August 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
FOR [_] AGAINST [_] ABSTAIN [_]
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] BT Investment Lifecycle Short Range Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and
Amy M. Olmert and each of them, with full power of
substitution, as proxies of the undersigned to vote all shares
of stock that the undersigned is entitled in any capacity to
vote at the above-stated special meeting, and at any and all
adjournments or postponements thereof (the "Special Meeting"),
on the matters set forth on this Proxy Card, and, in their
discretion, upon all matters incident to the conduct of the
Special Meeting and upon such other matters as may properly be
brought before the Special Meeting. This proxy revokes all
prior proxies given by the undersigned.
All properly executed proxies will be voted as directed.
If no instructions are indicated on a properly executed proxy,
the proxy will be voted FOR approval of Proposals IA, IB, IC,
II and III. All ABSTAIN votes will be counted in determining
the existence of a quorum at the Special Meeting and, for
Proposals IA, IB and IC, as votes AGAINST the applicable
Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH
RESPECT TO THE BT INVESTMENT LIFECYCLE SHORT RANGE FUND. THE BOARD
To vote by Telephone OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
---
1) Read the Proxy Statement and have the Proxy card
below at hand. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE
2) Call 1-800-690-6903. BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
3) Enter the 12-digit control number set forth on the ENVELOPE.
Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE
OR INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BT INVESTMENT LIFECYCLE SHORT RANGE FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on
the line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP
with Bankers Trust Company as the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement
with Morgan Grenfell Inc. The appointed proxies will vote on any other business as may properly
FOR [_] AGAINST [_] ABSTAIN [_] come before the Special Meeting
IC. Approval of New Investment Sub-advisory Agreement Receipt of the Notice and the Joint Proxy Statement, dated
with Bankers Trust Company [August 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
FOR [_] AGAINST [_] ABSTAIN [_]
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] Pacific Basin Equity Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and
Amy M. Olmert and each of them, with full power of substitution,
as proxies of the undersigned to vote all shares of stock that the
undersigned is entitled in any capacity to vote at the above-
stated special meeting, and at any and all adjournments or
postponements thereof (the "Special Meeting"), on the matters set
forth on this Proxy Card, and, in their discretion, upon all
matters incident to the conduct of the Special Meeting and upon
such other matters as may properly be brought before the Special
Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as directed. If
no instructions are indicated on a properly executed proxy, the
proxy will be voted FOR approval of Proposals IA, IB, IC, II and
III. All ABSTAIN votes will be counted in determining the
existence of a quorum at the Special Meeting and, for Proposals
IA, IB and IC, as votes AGAINST the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH
RESPECT TO THE PACIFIC BASIN EQUITY FUND. THE BOARD OF TRUSTEES
To vote by Telephone RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
---
1) Read the Proxy Statement and have the Proxy card
below at hand. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE BELOW
2) Call 1-800-690-6903. AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PACIFIC BASIN EQUITY FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on
the line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP
with Bankers Trust Company as the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement
with Morgan Grenfell Inc. The appointed proxies will vote on any other business as may properly
FOR [_] AGAINST [_] ABSTAIN [_] come before the Special Meeting
IC. Approval of New Investment Sub-advisory Agreement Receipt of the Notice and the Joint Proxy Statement, dated
with Morgan Grenfell Investment Services Ltd. [August 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
FOR [_] AGAINST [_] ABSTAIN [_]
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] Latin American Equity Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and
Amy M. Olmert and each of them, with full power of substitution,
as proxies of the undersigned to vote all shares of stock that the
undersigned is entitled in any capacity to vote at the above-
stated special meeting, and at any and all adjournments or
postponements thereof (the "Special Meeting"), on the matters set
forth on this Proxy Card, and, in their discretion, upon all
matters incident to the conduct of the Special Meeting and upon
such other matters as may properly be brought before the Special
Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as directed. If
no instructions are indicated on a properly executed proxy, the
proxy will be voted FOR approval of Proposals IA, IB, IC, II and
III. All ABSTAIN votes will be counted in determining the
existence of a quorum at the Special Meeting and, for Proposals
IA, IB and IC, as votes AGAINST the applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH
RESPECT TO THE LATIN AMERICAN EQUITY FUND. THE BOARD OF TRUSTEES
To vote by Telephone RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
---
1) Read the Proxy Statement and have the Proxy card
below at hand. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE BELOW
2) Call 1-800-690-6903. AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
LATIN AMERICAN EQUITY FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on
the line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP
with Bankers Trust Company as the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement
with Morgan Grenfell Inc. The appointed proxies will vote on any other business as may properly
FOR [_] AGAINST [_] ABSTAIN [_] come before the Special Meeting
IC. Approval of New Investment Sub-advisory Agreement Receipt of the Notice and the Joint Proxy Statement, dated
with Morgan Grenfell Investment Services Ltd. [August 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
FOR [_] AGAINST [_] ABSTAIN [_]
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] Small Cap Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and Amy M. Olmert
and each of them, with full power of substitution, as proxies of the
undersigned to vote all shares of stock that the undersigned is
entitled in any capacity to vote at the above-stated special meeting,
and at any and all adjournments or postponements thereof (the "Special
Meeting"), on the matters set forth on this Proxy Card, and, in their
discretion, upon all matters incident to the conduct of the Special
Meeting and upon such other matters as may properly be brought before
the Special Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will
be voted FOR approval of Proposals IA, IB, IC, II and III. All ABSTAIN
votes will be counted in determining the existence of a quorum at the
Special Meeting and, for Proposals IA, IB and IC, as votes AGAINST the
applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH RESPECT
To vote by Telephone TO THE SMALL CAP FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR
PROPOSALS IA, IB, IC, II AND III.
1) Read the Proxy Statement and have the Proxy card
below at hand. UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE BELOW AND
2) Call 1-800-690-6903. MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR
INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
</TABLE>
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
SMALL CAP FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s)
appears on this card. When signing as attorney, trustee, executor,
administrator, guardian or corporate officer, please give your FULL title
below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, For All Withhold All For All Except: To withhold authority
(03) Hale, (04) Langton, (05) Saunders, and to vote, mark "For All
(06) Van Benschoten and Drs. (07) Gruber and [_] [_] [_] Except" and write the
(08) Herring as Trustees of the Boards. nominee's number on
the line below.
__________________
Vote on Proposals
IA. Approval of New Investment Advisory Agreement III. Ratification of the selection of PricewaterhouseCoopers LLP
with Bankers Trust Company as the independent accountants of the Fund and its corresponding
FOR [_] AGAINST [_] ABSTAIN [_] Portfolio.
FOR [_] AGAINST [_] ABSTAIN [_]
IB. Approval of New Investment Advisory Agreement
with Morgan Grenfell Inc. The appointed proxies will vote on any other business as may properly
FOR [_] AGAINST [_] ABSTAIN [_] come before the Special Meeting
IC. Approval of New Investment Sub-advisory Agreement Receipt of the Notice and the Joint Proxy Statement, dated
with Bankers Trust Company [August 23], 1999 (the "Proxy Statement"), is hereby acknowledged.
FOR [_] AGAINST [_] ABSTAIN [_]
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT Investment Funds
[BT ALEX.BROWN] BT PreservationPlus Income Fund
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
Baltimore, Maryland 21202-3220 11:00 a.m., Eastern time, on October 8, 1999
The undersigned hereby appoints Daniel O. Hirsch and Amy M. Olmert
and each of them, with full power of substitution, as proxies of the
undersigned to vote all shares of stock that the undersigned is
entitled in any capacity to vote at the above-stated special meeting,
and at any and all adjournments or postponements thereof (the "Special
Meeting"), on the matters set forth on this Proxy Card, and, in their
discretion, upon all matters incident to the conduct of the Special
Meeting and upon such other matters as may properly be brought before
the Special Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will
be voted FOR approval of Proposals IA, IB, IC, II and III. All ABSTAIN
votes will be counted in determining the existence of a quorum at the
Special Meeting and, for Proposals IA, IB and IC, as votes AGAINST the
applicable Proposal.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH RESPECT
TO THE BT PRESERVATIONPLUS INCOME FUND. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
---
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE BELOW AND
MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
To vote by Telephone
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Call 1-800-690-6903.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card
below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the
Proxy card and follow the simple instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE OR INTERNET.
TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS.
<PAGE>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BT PRESERVATIONPLUS INCOME FUND
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title below.)
Vote on Trustees
<TABLE>
<S> <C> <C> <C> <C>
II. Election of Messrs. (01) Biggar, (02) Dill, (03) Hale, (04) For All Withhold All For All Except: To withhold authority
Langton, (05) Saunders, and (06) Van Benschoten and Drs. (07) [_] [_] [_] to vote, mark "For All
Gruber and (08) Herring as Trustees of the Boards. Except" and write the
nominee's number on the
line below.
__________________
Vote on Proposals
IA. Approval of New Investment III. Ratification of the selection
Advisory Agreement with of Ernst & Young LLP as the
Bankers Trust Company FOR [_] AGAINST [_] ABSTAIN [_] independent accountants of the
Fund and its corresponding
IB. Approval of New Investment Portfolio. FOR [_] AGAINST [_] ABSTAIN [_]
Advisory Agreement with Morgan
Grenfell Inc. FOR [_] AGAINST [_] ABSTAIN [_] The appointed proxies will vote on any other business as may
properly come before the Special Meeting
IC. Approval of New Investment
Sub-advisory Agreement with Receipt of the Notice and the Joint Proxy Statement, dated
Bankers Trust Company FOR [_] AGAINST [_] ABSTAIN [_] [August 23], 1999 (the "Proxy Statement"), is hereby
acknowledged.
- ------------------------------------------------- ---------------------------------------
- ------------------------------------------------- ---------------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
-2-
<PAGE>
[August 23], 1999
IMPORTANT NEWS
FOR SHAREHOLDERS OF BT INVESTMENT FUNDS
Here is a brief overview of some matters affecting your Fund which
require a shareholder vote. We encourage you to read the full text of the
enclosed Proxy Statement, and to vote your shares.
Q. What has happened to require a shareholder vote?
A. On June 4, 1999, Bankers Trust became a subsidiary of Deutsche Bank AG.
Deutsche Bank, a banking company organized under the laws of the Federal
Republic of Germany, provides a comprehensive range of global banking and
financial services.
Deutsche Bank now ranks as the fourth largest investment manager in the
world with $670-billion in assets in a full range of active and index
strategies. Deutsche Asset Management handles the investment management
activities of Deutsche Bank in the Americas, United Kingdom and Asia and
will manage $256 billion in assets globally.
To ensure that Bankers Trust may continue to serve as investment adviser of
the BT Mutual Funds, we are seeking shareholder approval of new advisory
agreements.
THE BOARD MEMBERS OF YOUR FUND RECOMMEND THAT YOU VOTE FOR THESE PROPOSALS.
Q. Why am I being asked to vote on the new advisory agreements?
A. The Investment Company Act, which regulates investment companies in the
United States such as your BT Mutual Fund, requires a shareholder vote to
approve a new advisory agreement following certain types of business
combinations. Each of the new advisory agreements became effective
immediately upon consummation of the merger and will continue in effect
only upon shareholder approval.
Q. How does the merger affect my BT Mutual Fund?
A. Your BT Mutual Fund and its respective investment objectives have not
changed as a result of the merger. You still own the same shares in the
same Fund as you did prior to the merger. Each of the new advisory
agreements contains substantially the same terms and conditions as the
agreement in effect prior to the merger, except for the dates of execution
and termination. If shareholders do not approve the new advisory
agreements, the agreements will no longer continue and the governing Boards
of your Fund will take such action as they deem to be in the best interests
of the Fund, and their respective shareholders.
<PAGE>
Q. Have the investment advisory fees remained the same?
A. Yes.
Q. What are the benefits of the merger?
A. There are several potential positive aspects of the merger you may be
interested in. Most notably, the combined institution will be one of the
largest financial institutions in the world, as well as a leader in a
number of important categories, including asset management. The financial
strength of the combined institution coupled with the increased breadth and
depth of its resources and capabilities are advantages the acquisition
brings. Further, as a truly global institution, the combined entity will
be in a unique position to provide coverage, services and products.
Q. How do the Board of Trustees of my BT Mutual Fund recommend that I vote?
A. After careful consideration, the Boards of Trustees of your BT Mutual Fund
recommend that you vote in favor of all the proposals on the enclosed proxy
card(s).
Q. Whom do I call for more information?
A. If you need more information, please call Shareholder Communications
Corporation, your Fund's information agent, at 1-800-732-6168.
Q. How can I vote my shares?
A. You may choose from one of the following options to vote your shares:
. By mail, with the enclosed proxy card(s) and return envelope.
. By telephone, with a toll-free call to the telephone number that appears
on your proxy card.
. Through the Internet, by using the Internet address located on your
proxy card and following the instructions on the site.
. In person at the shareholder meeting (see details enclosed in proxy
statement).
Q. Will my BT Mutual Fund pay for the proxy solicitation and legal costs
associated with this transaction?
A. No, Bankers Trust will bear these costs.
Q. What happens if I own shares in more than one BT Mutual Fund?
A. If you have more than one BT Mutual Fund in your name at the same address,
you will receive separate proxy cards for each Fund but only one proxy
statement for the account.
-2-
<PAGE>
Please vote all issues on each proxy card that you receive. Thank you for
mailing your proxy card(s) promptly.
<PAGE>
[August 23], 1999
Dear Shareholder:
On June 4, 1999, Bankers Trust merged with Deutsche Bank AG. As a result of the
merger, we are asking shareholders of BT Mutual Funds to approve new advisory
agreements. Enclosed is further information relating to these changes,
including a Questions & Answers section and proxy card(s).
Important information about the changes:
. The merger has no effect on the number of shares you own or the
value of those shares.
. The advisory fees payable under the new advisory agreements have
not increased.
. The investment objective and policies of your mutual fund
investment have not changed.
In addition to the change in advisory agreements, shareholders are also being
asked to approve other changes outlined in the enclosed Proxy Statement. The
Board of Trustees of your BT Mutual Fund believes that the proposals are
important and recommends that you read the enclosed materials carefully and then
vote for all proposals.
---
What you need to do:
. Read all enclosed materials including the Questions & Answers
section.
. Choose one of the following options to vote:
1. By Mail: Complete the enclosed proxy card and return in
postage-paid envelope provided.
2. By Telephone: Call the Toll-Free # on your proxy card by
(dd/mm/yy).
3. By Internet: Logon to WWW.proxyvote.com by (dd/mm/yy)
-----------------
4. Attend Shareholder Meeting (details enclosed)
Please note: if you own shares of more than one Fund, you will receive more than
one proxy card. Please sign and return each proxy card you receive (unless you
are voting by telephone or through the Internet).
Sincerely,
[INSERT MR. HIRSCH'S SIGNATURE]
Daniel O. Hirsch
Secretary
BT Mutual Funds
