SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |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 Rule 14a-11(c) or Rule 14a-12
WEISS, PECK & GREER INTERNATIONAL FUND (File Nos. 33-26773, 811-05759)
-----------------------------------------------------
Name of Registrant as Specified in its Charter
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
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WEISS, PECK & GREER INTERNATIONAL FUND
One New York Plaza
New York, New York 10004
May __, 1999
Dear Shareholder:
I am pleased to announce that your Fund's Trustees have called a
special shareholder meeting to be held on Thursday, June 24, 1999. The purpose
of the special meeting is to permit the Fund's shareholders to consider a new
investment subadvisory agreement with Robeco Institutional Asset Management US
Inc. ("RIAM"), an affiliate of Weiss, Peck & Greer, L.L.C., the Fund's
investment adviser. If this proposal is approved, RIAM will become the
subadviser to your Fund. The Trustees of your Fund believe that the Fund would
benefit from the international expertise that RIAM provides in reliance upon its
parent company, Robeco Groep N.V. ("Robeco") and its other non-U.S. affiliates,
and recommends that RIAM serve as the Fund's subadviser. Robeco, which was
founded in 1929, is one of the world's oldest asset management organizations. As
of May 1, 1999, Robeco and its subsidiaries had approximately $95 billion in
assets under management worldwide.
The terms of the proposed new investment subadvisory agreement with
RIAM are substantially similar to the terms of the Fund's current investment
subadvisory agreement, except for the parties, dates of execution, effectiveness
and termination. The enclosed proxy statement seeks shareholder approval on this
proposal. THE PROPOSAL DOES NOT REQUEST A CHANGE IN THE RATE OF YOUR FUND'S
INVESTMENT ADVISORY OR SUBADVISORY FEES.
Although we recommend that you read the complete Proxy Statement, for
your convenience, we have provided a brief overview of the proposal in the
attached "Questions & Answers."
The proposal has been unanimously approved by your Fund's Board of
Trustees, which recommends you vote "FOR" the proposal. YOUR IMMEDIATE RESPONSE
WILL HELP SAVE THE COSTS OF ADDITIONAL SOLICITATIONS. PLEASE BE SURE TO SIGN AND
RETURN THE PROXY CARD INCLUDED IN THIS PACKAGE. We look forward to your
participation, and we thank you for your continued confidence in WPG.
Sincerely,
Roger J. Weiss,
CHAIRMAN OF THE BOARD OF TRUSTEES
Enclosures
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QUESTIONS & ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT?
A: Federal securities laws require a vote by the Fund's shareholders whenever
the Fund changes its investment adviser or subadviser. Your Fund is seeking
shareholder approval of a new investment subadvisory agreement with Robeco
Institutional Asset Management US Inc. ("RIAM"), which, if approved, would
result in RIAM becoming the Fund's new investment subadviser. Weiss, Peck &
Greer, L.L.C. ("WPG") would continue to serve as the Fund's investment adviser.
Please refer to the proxy statement for a detailed explanation of this proposal.
Q: HOW WILL THIS AFFECT MY ACCOUNT?
A: You can expect the same level of management expertise and high-quality
shareholder service from WPG to which you've grown accustomed. The terms of the
proposed new investment subadvisory agreement with RIAM are substantially
identical to the terms of the Fund's current investment subadvisory agreement,
except for the parties and the dates of execution, effectiveness and
termination. Approval of the agreement would result in RIAM becoming the fund's
investment subadviser. The subadviser is primarily responsible for selection and
management of the Fund's investments in international securities, subject to the
supervision of WPG.
Q: WILL THE INVESTMENT ADVISORY AND SUBADVISORY FEES INCREASE?
A: No. THE PROPOSAL DOES NOT REQUEST AN INCREASE IN THE RATE OF THE FUND'S
INVESTMENT ADVISORY OR SUBADVISORY FEES.
Q: WILL MY VOTE MAKE A DIFFERENCE?
A: Your vote is needed to ensure that the proposal can be acted upon.
Additionally, your immediate response on the enclosed proxy card(s) will help
save the costs of any further solicitations for a shareholder vote. We encourage
all shareholders to participate in the governance of their Fund.
Q: HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A: After careful consideration, the Trustees of your Fund, including the
independent Trustees who comprise a majority of the Fund's Board of Trustees,
unanimously recommend that you vote "FOR" the proposal.
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Q: WHOM DO I CALL IF I HAVE QUESTIONS?
A: We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-800-223-3332 between 9:00 a.m. and 5:00 p.m. New York time,
Monday through Friday.
Q: WHERE DO I MAIL MY PROXY CARD(S)?
A: You may use the enclosed postage-paid envelope.
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PROXY BALLOT
WEISS, PECK & GREER INTERNATIONAL FUND
The undersigned, revoking all prior proxies, hereby appoints Roger J.
Weiss, Ronald M. Hoffner and Joseph J. Reardon, or any of them individually, as
proxies, with full power of substitution, to vote for the undersigned at the
Special Meeting of Shareholders of Weiss, Peck & Greer International Fund (the
"Fund"), to be held at the offices of Weiss, Peck & Greer, L.L.C. ("WPG"), 30th
floor, One New York Plaza, New York, New York 10004, on June 24, 1999, at 1:00
p.m. (New York time) or at any adjournment thereof, notice of which meeting and
the Proxy Statement accompanying the same have been received by the undersigned,
upon the following matter as described in the Notice of Special Meeting and
accompanying Proxy Statement:
1. To approve a new investment subadvisory FOR [ ] AGAINST [ ] ABSTAIN [ ]
agreement among the Fund, WPG and Robeco
Institutional Asset Management US Inc.
Said proxies will vote this proxy as directed, or if no direction is
indicated, for the Proposal unless authority to do so is specifically withheld
in the manner provided.
Dated:_________________, 1999
--------------------------------------
[label to be affixed here stating ______________________________________
shareholder name, address and
account number] ______________________________________
Signature(s)
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR OR OTHER FIDUCIARY, PLEASE
GIVE YOUR FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.
<PAGE>
WEISS, PECK & GREER INTERNATIONAL FUND
One New York Plaza
New York, New York 10004
(800) 223-3332
-------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 24, 1999
-------------------------
To the Shareholders of WEISS, PECK & GREER INTERNATIONAL FUND:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Weiss, Peck and Greer International Fund (the "Fund") will be
held at the offices of Weiss, Peck & Greer, L.L.C. ("WPG"), One New York Plaza,
30th floor, New York, New York 10004, on Thursday, June 24, 1999 at 1:00 p.m.
(New York time).
The Meeting will be held for the following purposes:
1. To approve a new investment subadvisory agreement among the Fund,
WPG and Robeco Institutional Asset Management US Inc.; and
2. To transact such other business as may properly come before
the Meeting and any adjournment thereof.
THE BOARD OF TRUSTEES OF YOUR FUND RECOMMENDS THAT YOU
VOTE IN FAVOR OF THE FOREGOING PROPOSAL.
The Board of Trustees has no knowledge of any other business to be
transacted at the Meeting. Shareholders of record of the Fund at the close of
business on April 30, 1999 are entitled to notice of, and to vote at, the
Meeting and any adjournment thereof.
By Order of the Boards of Trustees,
Joseph J. Reardon,
SECRETARY
May __, 1999
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IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE PROMPTLY
COMPLETE, DATE AND SIGN THE PROXY CARD FOR THE SHARES HELD BY YOU AND RETURN THE
PROXY IN THE ENVELOPE PROVIDED SO THAT YOUR VOTE CAN BE RECORDED. NO POSTAGE IS
REQUIRED IF THE ENVELOPE IS MAILED IN THE UNITED STATES. IF YOU ARE PRESENT AT
THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.
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WEISS, PECK & GREER INTERNATIONAL FUND
One New York Plaza
New York, New York 10004
(800) 223-3332
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees (the "Trustees" or "Board") to be voted at a
Special Meeting of Shareholders (the "Meeting") of the Weiss, Peck and Greer
International Fund, a Massachusetts business trust (the "Fund"). The Meeting
will be held at the offices of the Fund's investment adviser, Weiss, Peck &
Greer, L.L.C. ("WPG"), 30th floor, One New York Plaza, New York, New York 10004,
on Thursday, June 24, 1999 at 1:00 p.m. (New York time). The approximate mailing
date of this Proxy Statement and accompanying form of proxy is May __, 1999.
The purpose of the Meeting is to permit the Fund's shareholders to
consider a proposal (the "Proposal") to approve a new investment subadvisory
agreement among the Fund, WPG and Robeco Institutional Asset Management US Inc.
("RIAM"). If the Fund's shareholders approve the new investment subadvisory
agreement by voting for the Proposal, RIAM will replace Hill Samuel Asset
Management Limited as the Fund's investment subadviser. The vote of shareholders
on the new investment subadvisory agreement is required under the Investment
Company Act of 1940, as amended (the "1940 Act"). As described in the Proposal,
the new investment subadvisory agreement is substantially similar to the Fund's
current investment subadvisory agreement, except for the parties and the dates
of execution, effectiveness and termination. THE PROPOSAL DOES NOT REQUEST AN
INCREASE IN THE RATE OF THE FUND'S INVESTMENT ADVISORY OR SUBADVISORY FEES.
Participating in the Meeting are holders of shares of beneficial
interest (collectively, the "Shares") of the Fund. The Board has fixed the close
of business on April 30, 1999 as the record date (the "Record Date") for the
determination of holders of Shares of the Fund entitled to vote at the Meeting
and any adjournment thereof. Shareholders on the Record Date will be entitled to
one vote per each Share held with respect to each proposal submitted to the
Fund's shareholders, and a fractional vote with respect to fractional Shares on
each matter as to which such Shares are entitled to vote, with no Share having
cumulative voting rights. A copy of the Fund's Annual Report (including
financial statements) for the fiscal year ended December 31, 1998 was previously
mailed to each shareholder. ADDITIONAL COPIES OF THE FUND'S ANNUAL REPORT ARE
AVAILABLE WITHOUT CHARGE UPON REQUEST TO THE FUND AT ITS PRINCIPAL EXECUTIVE
OFFICE OR PHONE NUMBER LISTED ABOVE. THE FUND'S PRINCIPAL UNDERWRITER IS FIRST
DATA DISTRIBUTORS, INC., 4400 COMPUTER DRIVE, WESTBORO, MA 01581.
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PROPOSAL 1: APPROVAL OF A NEW SUBADVISORY AGREEMENT
GENERAL
At a meeting of the Fund's Board held on April 21, 1999, the Trustees,
including the Trustees who are not "interested persons" (as defined in the 1940
Act) of the Fund, WPG or RIAM (the "Independent Trustees"), unanimously approved
and voted to recommend that the Fund's shareholders approve, a new investment
subadvisory contract (the "New Subadvisory Agreement") among the Fund, WPG and
the proposed subadviser, RIAM. The form of New Subadvisory Agreement is attached
to this Proxy Statement as EXHIBIT A. Pursuant to the New Subadvisory Agreement,
RIAM would be primarily responsible for selecting and managing the Fund's
investments in non-U.S. securities, subject to the supervision of WPG. The
Fund's current investment subadvisory agreement (the "Current Subadvisory
Agreement") among the Fund, WPG and Hill Samuel Asset Management Limited, the
International Fund's current investment subadviser ("Hill Samuel"), will
terminate upon the effectiveness of the New Subadvisory Agreement.
THE SUBADVISER
RIAM, a Delaware corporation, is an affiliate of WPG and its principal
executive offices are the same as WPG's, at One New York Plaza, New York, New
York 10004. Both RIAM and WPG are indirect wholly owned subsidiaries of Robeco
Groep N.V., a Dutch public limited liability company ("Robeco"). RIAM, an
investment adviser registered in 1997 under the U.S. Investment Advisers Act of
1940, provides investment advice to U.S. persons with respect to non-U.S.
securities in reliance upon the investment management expertise of Robeco and
its investment management subsidiaries.
Robeco is a holding company that owns various asset management
subsidiaries, including Robeco Institutional Asset Management, B.V. ("RIAM BV")
(collectively referred to as the "Robeco Group"). Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., Rabobank Nederland owns 50% of the shares of
Robeco and the balance is owned by shareholders of certain investment funds
managed by the Robeco Group.
The Robeco Group is a fund management organization. Through its
subsidiaries it advises and manages investment funds, some of whose shares are
traded primarily on the Amsterdam Stock Exchange. Its subsidiaries also advise
and manage a number of institutional funds. The Robeco Group operates primarily
outside of the United States, although it currently owns WPG and RIAM and holds
significant ownership interests in two other U.S. investment advisers. The
Robeco Group, through its subsidiaries, has approximately 2,500 employees
worldwide. Of the approximately $95 billion in assets under management at May 1,
1999, approximately $19 billion was managed in the U.S.
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In connection with providing investment subadvisory services to the
Fund, in addition to using its own personnel, RIAM will utilize the services of
advisory personnel that are employed by its non-U.S. affiliates ("Shared
Personnel"). When providing investment advisory services to the Fund, the Shared
Personnel will act solely in their capacity as associated persons of RIAM. RIAM
also will use administrative services of its non-U.S. affiliates, including data
processing and related recordkeeping services, and client report preparation
services. The principal executive offices of Robeco and its non-U.S.
subsidiaries are located at Coolsingel 120, 3011 AG Rotterdam, The Netherlands.
Although RIAM's affiliate, WPG, serves as the adviser to each of the U.S. mutual
funds in the Weiss, Peck & Greer group of funds and another of RIAM's affiliates
serves as the adviser to a number of non-U.S. investment funds, RIAM currently
does not advise any U.S. mutual fund.
Set forth below is the name, address and principal occupation of the
president (the principal executive officer) and each director of RIAM. None of
the Trustees or officers of the Fund is a director, employee or controlling
shareholder of RIAM.
NAME AND ADDRESS POSITION(S) WITH RIAM PRINCIPAL OCCUPATION
Rudolphus Gabriel President and Director Managing Director,
Cornelis Hendriks RIAM BV
Christiaan Brandsma Director Managing Director,
RIAM BV
Cornelis Theodorus Director and Vice President Director, Robeco;
Leonardus Korthout Managing Director, WPG
TERMS OF THE NEW SUBADVISORY AGREEMENT
The terms of the New Subadvisory Agreement are substantially similar in
all material regards to the terms of the Current Subadvisory Agreement, except
for the parties and the dates of execution, effectiveness and termination. All
the terms described below with respect to the New Subadvisory Agreement are
contained in the Current Subadvisory Agreement. The following summary of the New
Subadvisory Agreement is qualified by reference to the form of New Subadvisory
Agreement attached to this Proxy Statement as EXHIBIT A.
THE RATE AT WHICH THE INTERNATIONAL FUND'S ADVISORY AND SUBADVISORY
FEES ARE PAID WILL NOT INCREASE AS A RESULT OF THE APPROVAL OF THIS PROPOSAL.
Pursuant to the New Subadvisory Agreement, WPG shall pay to RIAM an investment
subadvisory fee at the same rate as the investment subadvisory fee payable by
WPG to Hill
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Samuel under the Current Subadvisory Agreement. This fee is payable quarterly
and is equal on an annual basis to 40% of the advisory fee paid by the Fund to
WPG. Under the Fund's advisory agreement with WPG, WPG is entitled to receive
from the Fund a quarterly advisory fee, equal on an annual basis to 0.50% of net
assets while net assets are less than $15 million, 0.85% while net assets are
between $15 million and $20 million, and 1.00% while net assets are $20 million
or more. The Fund does not have any responsibility for the subadvisory fee
payable to RIAM and pays only the advisory fee to WPG. In the event that the
advisory fee payable by the Fund to WPG is reduced, the amount payable by WPG to
RIAM shall likewise be reduced by a proportionate amount. (See Section 3 of the
New Subadvisory Agreement)
Under both the New and the Current Subadvisory Agreements, the
subadviser (Hill Samuel or RIAM, as the case may be) provides the Fund and WPG
with investment research, advice and supervision and with an investment program
for that portion of the International Fund's portfolio invested in foreign
securities consistent with the Fund's investment objective, policies and
restrictions. (See Section 1 of the New Subadvisory Agreement) The subadviser
bears its own costs of providing such services. The International Fund is
responsible for all of its other expenses, including brokerage and other
expenses incurred in placing orders for the purchase and sale of securities,
legal and accounting expenses, taxes, the fees and expenses of the transfer
agent, the cost of preparing share certificates, costs incurred in connection
with shareholders' meetings and shareholders reports, the expenses of and fees
for registering or qualifying securities for sale, and the fees and expenses of
the Independent Trustees. (See Section 2 of the New Subadvisory Agreement)
Both the New and the Current Subadvisory Agreements provide that the
subadviser shall not be liable for any loss sustained by the Fund by reason of
the adoption or implementation of any investment policy or the purchase, sale or
retention of any security, whether or not such purchase, sale or retention shall
have been based upon its own investigation and research or upon investigation
and research made by any other individual, firm or corporation, if such
recommendation shall have been made and such individual, firm or corporation
shall have been selected with due care and in good faith, except for a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance by the subadviser of its duties or by reason of the subadviser's
reckless disregard of its obligations and duties under the subadvisory
agreement. (See Section 6 of the New Subadvisory Agreement)
If approved by the Fund's shareholders at the Meeting, the New
Subadvisory Agreement will take effect upon a date to be determined by the
Chairman of the Board of Trustees. It is expected that the effective date will
be as soon as reasonably practicable after the date of the Special Meeting of
Shareholders that permits an orderly transfer of responsibility to RIAM from
Hill Samuel. The New Subadvisory Agreement will continue in effect for an
initial period of two years after its effectiveness and will continue in effect
thereafter for successive one year periods as long as each such continuance is
approved in accordance with the requirements of the 1940 Act. The New
Subadvisory Agreement may be terminated without penalty upon not more than 60
days' notice by the Trustees, by at least a "majority of the outstanding voting
securities" (as defined in the 1940 Act) of the Fund, or by WPG or RIAM. In
addition, the New Subadvisory Agreement terminates automatically in the event of
its assignment. (See Section 7 of the New Subadvisory Agreement)
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THE CURRENT SUBADVISORY AGREEMENT WITH HILL SAMUEL
The continuance of the Current Subadvisory Agreement was most recently
approved by the Fund's Trustees, including a majority of the Independent
Trustees, voting in person at a meeting called for that purpose on April 21,
1999. At that meeting, the Trustees also voted to terminate the Current
Subadvisory Agreement upon the effectiveness of the New Subadvisory Agreement.
The Current Subadvisory Agreement was initially approved by shareholders at a
meeting held on July 29, 1998. The primary purpose of submitting the Current
Subadvisory Agreement to shareholders in 1998 was solely in connection with the
change in control of the Fund's investment adviser as a result of the
Acquisition (described below under "Miscellaneous"). Previously, a substantially
identical investment subadvisory agreement with Hill Samuel was in effect. For
subadvisory services performed during the fiscal year ended December 31, 1998,
WPG paid to Hill Samuel subadvisory fees pursuant to the Current Subadvisory
Agreement in the amount of $16,580.
Hill Samuel, a corporation organized under the laws of the United
Kingdom, is regulated as an investment adviser by IMRO and is registered with
the SEC as an investment adviser under the U.S. Investment Advisers Act of 1940.
Hill Samuel is a wholly owned subsidiary of Lloyds TSB Group plc. The principal
business address of Hill Samuel is 10 Fleet Place, London, England.
MISCELLANEOUS
In September 1998, Robeco acquired all of the outstanding equity
interests in WPG from the prior owners of WPG (including the then Managing
Directors of WPG, Lloyds American Securities Corp. and certain other persons) in
consideration of approximately $375 million in cash, subject to certain purchase
price adjustments (the "Acquisition"). The initial purchase price is subject to
adjustments based on, among other things, the amount of revenue generated by
assets under management of WPG and its affiliates at specified times. In
addition to the initial purchase price, the prior owners of WPG and other key
WPG employees are eligible to receive up to an additional $200 million
contingent upon the level of WPG's cash flow during the five years after the
closing. In connection with the Acquisition, the Managing Directors of WPG,
including Mr. Roger J. Weiss (Chairman of the Fund's Board) and other Managing
Directors and other officers of the Fund, received a portion of the initial
purchase price upon the consummation of the Acquisition and will be eligible to
receive a portion of the contingent purchase price based on their contribution
to the continued profitability of WPG after the Acquisition.
For advisory services performed during the fiscal year ended December
31, 1998, the Fund paid to WPG aggregate advisory fees in the amount of $41,449.
WPG will continue to serve as the Fund's adviser and administrator regardless of
the outcome on the Proposal.
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EVALUATION AND CONCLUSION OF THE BOARD OF TRUSTEES
In evaluating the New Subadvisory Agreement, the Trustees carefully
reviewed materials furnished by RIAM, including information regarding RIAM and
its affiliates and their personnel, operations, and financial conditions. The
Trustees also listened to a presentation by, and asked questions of, the person
who will serve as the Fund's portfolio manager at RIAM. The Trustees deemed to
be especially important the international investment management expertise of
employees of the non-U.S. subsidiaries of Robeco, who would be Shared Personnel
of RIAM. The Trustees also deemed important the favorable history, reputation
and qualification of RIAM's parent company, Robeco, and the level of resources
available to RIAM through Robeco and its subsidiaries in providing investment
subadvisory services to the Fund. Additionally, the Trustees considered that the
rate of subadvisory fee provided in the New Subadvisory Agreement is identical
to the rate of subadvisory fee provided in the Current Subadvisory Agreement,
and that the other terms of the New and Current Subadvisory Agreements are
substantially similar, except for the parties and the dates of execution,
effectiveness and termination. Other factors deemed important by the Trustees in
making their recommendation are (i) the commitment of WPG to pay the Fund's
expenses in connection with this proxy solicitation so that shareholders of the
Fund would not have to bear such expenses; (ii) the possibility of benefits that
may be realized by the Fund as a result of RIAM serving as the Fund's investment
subadviser; and (iii) other factors deemed relevant by the Trustees. The
Trustees considered possible benefits to RIAM under the New Subadvisory
Agreement, including the ability of RIAM (a) to cause the Fund to execute
securities transactions with brokers that are affiliated with Robeco, subject to
compliance with the requirements of the 1940 Act and procedures adopted by, and
oversight of, the Trustees and (b) to obtain soft dollar brokerage and research
services from brokers that are not affiliated with Robeco who effect securities
transactions on behalf of the Fund.
Based upon a review of these and other factors deemed relevant, the
Fund's Board of Trustees concluded that the terms of the New Subadvisory
Agreement are fair to, and in the best interest of, the Fund and its
shareholders. The Trustees, including the Independent Trustees, unanimously
recommend that the shareholders of the Fund vote to approve the New Subadvisory
Agreement at the Meeting.
VOTE REQUIRED
The Proposal must be approved by at least a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Fund. This
means that the Proposal must be approved by the lesser of (i) 67% or more of the
Shares of the Fund entitled to vote thereon present in person or by proxy at the
Meeting, if the holders of more than 50% of the outstanding Shares of the Fund
are present in person or represented by proxy or (ii) more than 50% of the
outstanding Shares of the Fund entitled to vote thereon. If the Fund's
shareholders do not approve the Proposal, Hill Samuel would continue to serve as
the investment subadviser to the Fund pursuant to the terms of the Current
Subadvisory Agreement, and the Trustees would consider what further action to
take consistent with their fiduciary duties to the Fund.
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THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" APPROVAL OF
THE NEW SUBADVISORY AGREEMENT.
--------------------------
PROXIES AND VOTING AT THE MEETING
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the instructions marked thereon. An executed proxy on
which no instructions are given will be voted in favor of the Proposal. The
proxy confers discretionary authority upon the persons named therein to vote on
other business which may come before the Meeting. The Board knows of no other
business to be presented at the Meeting. Should other business properly be
brought before the Meeting, it is intended that the accompanying proxy will be
voted thereon in accordance with the judgment of the persons named as proxies.
A shareholder may revoke a proxy at any time prior to its exercise by
filing with the Secretary of the Fund a written notice revoking the proxy or by
executing a proxy dated subsequent to the date of a previously executed proxy.
Attendance at the Meeting will not itself be deemed to revoke a proxy unless the
shareholder gives affirmative notice at the Meeting that the shareholder intends
to revoke the proxy and vote in person.
In the event that a quorum (the presence in person or by proxy of the
holders of a majority of the Shares outstanding and entitled to vote on a
matter) is not obtained, or in the event that insufficient Shares for approval
of the Proposal are represented at the Meeting at which a quorum is present, an
adjournment or adjournments of the Meeting may be sought by the Fund's Board to
permit further solicitation of proxies. Any adjournment would require the
affirmative vote of the holders of a majority of the Shares of the Fund present
in person or by proxy at the Meeting (or any adjournment thereof) and entitled
to vote on the Proposal subject to the adjournment. The persons named as proxies
will vote all Shares represented by proxies which they are entitled to vote in
favor of the Proposal in favor of an adjournment and will vote all Shares
required to be voted against the Proposal against an adjournment. A proxy that
is properly executed by a broker or nominee and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote." A
broker non-vote occurs when a broker or nominee does not receive instructions
from the beneficial owner or other person entitled to vote on a particular
matter with respect to which the broker or nominee does not have discretionary
power. Shares represented by broker non-votes will not be considered to be
present at the Meeting for purposes of determining the existence of a quorum and
will be deemed not cast with respect to the Proposal. If no instructions are
received by the broker or nominee from the shareholder with reference to routine
matters, the Shares represented thereby may be considered present for purposes
of determining the existence of a quorum and, if so determined, will be deemed
cast with respect to such matters. Also, a properly executed and returned proxy
marked with an abstention will be considered present at the Meeting for purposes
of determining a quorum. Although broker non-votes and abstentions do not
constitute a vote "for" or "against" the matter, they have the effect of a "no"
vote for purposes of determining whether the Proposal has been approved. The
Proposal is not considered to be a routine matter as to which brokers may vote
without instructions.
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SHAREHOLDER PROPOSALS
A proposal from a shareholder of the Fund intended to be presented at
any shareholder meeting hereafter called must be received by the Fund within a
reasonable time before the solicitation relating thereto is made in order to be
included in the proxy statement and proxy card related to such meeting. Under
the Fund's Declaration of Trust and the By-Laws, meetings of the shareholders
are required to be held only when necessary under the 1940 Act. It is therefore
likely that, in future years, shareholder meetings will not be held on an annual
basis. The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Shareholder proposals are
subject to certain regulations under the federal securities laws, including
Section 14 of the Securities Exchange Act of 1934 and the rules thereunder.
GENERAL
It is anticipated that proxy solicitations will be made principally by
mail, although officers of the Fund and WPG may, without special compensation,
contact shareholders by telephone, facsimile or other electronic media.
Arrangements have been made with brokers, custodians, nominees and fiduciaries
to send proxy materials to beneficial owners. In addition, WPG may retain an
outside firm to assist in the solicitation of proxies. WPG shall bear all the
expenses of the solicitation, including the printing, postage and other expenses
related to preparation of this Proxy Statement.
SHARE OWNERSHIP
As of the Record Date, there were ___________ Shares of the Fund
outstanding. To the knowledge of the Fund, no shareholder owned beneficially or
of record on the Record Date 5% or more of the outstanding Shares of the Fund,
except as set forth below. As of the Record Date, the Trustees and officers of
the Fund beneficially owned in the aggregate approximately [____%] of its
outstanding Shares, and no Trustee or officer individually owned beneficially
more than [1]% of the Fund's outstanding shares. As of the Record Date, WPG, its
officers, employees and affiliates owned beneficially _____ (__%) of the
outstanding Shares. Also as of the Record Date, _____ (__%) of the outstanding
Shares were held in investment accounts managed by WPG; WPG disclaims beneficial
ownership in [all] of such Shares.
- 8 -
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
- ----------------------------- ------------------ ------------------
<S> <C> <C>
Gussman Investments 73,185.162 --%
Nadel & Gussman Oil Producers
First Nat Tower
Tulsa, OK 74103
Petropower 46,622.463 --%
Nadel & Gussman Oil Producers
First Nat Tower, 32nd Floor
Tulsa, OK 74103
Bost & Co. 33,016.019 --%
FPRF 1744332
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Weiss, Peck & Greer As TTEE 32,336.970 --%
FBO Dr. John G. Heard-IRA
P.O. Box 647
Friendswood, TX 77549-0647
</TABLE>
- 9 -
Exhibit A
INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
AGREEMENT made as of the __ day of _______, 1999 by and among WEISS,
PECK & GREER, L.L.C., a New York limited liability company (the "Investment
Adviser"), WEISS, PECK & GREER INTERNATIONAL FUND, a Massachusetts business
trust (the "Fund"), and Robeco Institutional Asset Management US Inc., a
Delaware Corporation (the "Subadviser").
The Fund is an open-end, management investment company, registered
under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). The
Investment Adviser and the Subadviser are investment advisers registered under
the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"). The
Investment Adviser is also a broker-dealer registered under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Pursuant to authority granted the Investment Adviser by the Fund's
Trustees and pursuant to the provisions of the Investment Advisory Agreement
currently in effect between the Investment Adviser and the Fund, the Investment
Adviser has selected the Subadviser to act as a sub-investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
the Subadviser is willing to act as such sub-investment adviser and to perform
such services under the terms and conditions hereinafter set forth. Accordingly,
the Investment Adviser and the Fund agree with the Subadviser as follows:
1. The Subadviser will regularly provide the Fund with advice
concerning the investment management of that portion of the Fund's portfolio
designated by the Investment Adviser (the "International Portfolio"), which
advice shall be consistent with the investment objectives and policies of the
Fund as set forth in the Fund's Prospectus and Statement of Additional
Information, and any investment guidelines or other instructions received in
writing from the Investment Adviser. The Subadviser will determine what
securities shall be purchased or held or sold for the International Portfolio
subject always to the provisions of the Fund's Declaration of Trust and By-laws
and the 1940 Act, and to the investment objectives, policies and restrictions
(including, without limitation, the requirements of Subchapter M of the U.S.
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), for
qualification as a regulated investment company) of the Fund, as each of the
same shall be from time to time in effect as set forth in the Fund's Prospectus
and Statement of Additional Information, or in any investment guidelines or
other instructions received in writing from the Investment Adviser, and subject,
further, to such policies, procedures and instructions as the Board of Trustees
may from time to time establish and deliver to the Subadviser. The Investment
Adviser shall provide the Subadviser with written statements of such Declaration
of Trust, By-laws, investment objectives, policies, procedures and restrictions,
and instructions, as in effect from time to time. The Subadviser shall have no
responsibility for actions taken in reliance on any such documents.
A-1
<PAGE>
The Investment Adviser shall oversee the management of the
International Portfolio by the Subadviser. The Investment Adviser shall manage
directly, and the Subadviser shall not be responsible for the management of, any
portion of the Fund's portfolio not designated as part of the International
Portfolio. The Investment Adviser shall determine on a continuous basis, upon
consultation with the Subadviser, the allocation of the Fund's assets between
the U.S. and non-U.S. countries. The Subadviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the Fund,
except as otherwise provided herein or as may be necessary for the Subadviser to
supply to the Investment Adviser, the Fund or its Trustees the information
required to be supplied under this Agreement.
In the performance of the Subadviser's duties hereunder, the Subadviser
is and shall be an independent contractor and unless otherwise expressly
provided herein or otherwise authorized in writing, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed to be an agent
of the Fund or of the Investment Adviser. The Subadviser will make its officers
and employees available to meet with the Fund's officers and Trustees at least
quarterly on due notice to review the investments and investment program of the
Fund in the light of current and prospective economic and market conditions.
2. The Subadviser will bear its own costs of providing services
hereunder. Other than as herein specifically indicated, the Subadviser shall not
be responsible for the Fund's expenses, including brokerage and other expenses
incurred in placing orders for the purchase and sale of securities.
Specifically, the Subadviser will not be responsible for expenses of the Fund
including, but not limited to, the following: legal expenses; auditing and
accounting expenses; expenses of maintaining the books and records relating to
the Fund, including computation of the Fund's daily net asset value per share
and dividends; interest, taxes, governmental fees and membership dues; fees of
custodians, transfer agents, registrars or other agents; expenses of preparing
share certificates; expenses relating to the redemption or repurchase of the
Fund's shares; expenses of registering and qualifying Fund shares for sale under
applicable federal and state law; expenses of preparing, setting in print,
printing and distributing prospectuses, reports, notices and dividends to the
Fund's shareholders; cost of stationery; costs of shareholder meetings and other
meetings of the Fund; fees of the Fund's trustees and salaries of any officers
or employees of the Fund; and the Fund's pro rata portion of premiums on any
fidelity bond and other insurance covering the Fund and its officers and
trustees. The Fund shall reimburse the Subadviser for any such expenses or other
expenses of the Fund, as may be reasonably incurred by such Subadviser on the
Fund's behalf. The Subadviser shall keep and supply to the Fund and the
Investment Adviser adequate records of all such expenses.
3. For all investment management services to be rendered hereunder, the
Investment Adviser will pay the Subadviser an annual fee, payable quarterly,
which varies in accordance with the average daily net assets of the Fund. The
annual subadvisory fee shall equal on an annual basis 40% of the advisory fee
paid by the Fund to the Investment Adviser. For any period less than a full
fiscal quarter during which this Agreement is in effect, the subadvisory fee
shall be prorated according to the proportion which such period bears to a full
fiscal quarter. The Fund shall have no responsibility for the subadvisory fee
payable to the Subadviser.
A-2
<PAGE>
For purposes hereof, the value of net assets of the Fund shall be
computed in the manner specified in the Fund's Prospectus and Statement of
Additional Information for the computation of the value of the net assets of the
Fund in connection with the determination of net asset value of its shares. On
any day that the net asset determination is suspended as specified in the Fund's
Prospectus, the net asset value for purposes of calculating the subadvisory fee
shall be calculated as of the date last determined.
In the event that the advisory fee payable by the Fund to the
Investment Adviser shall be reduced, the amount payable to the Subadviser shall
be likewise reduced by a proportionate amount.
4. In connection with purchases or sales of portfolio securities for
the account of the Fund, neither the Subadviser nor any of its partners,
directors, officers or employees will act as a principal or agent or receive
directly or indirectly any compensation in connection with the purchase or sale
of investment securities by the Fund, other than the compensation provided for
in this Agreement. The Subadviser, or its agent, shall arrange for the placing
of all orders for the purchase and sale of non-U.S. portfolio securities for the
International Portfolio with brokers or dealers selected by the Subadviser,
provided that the Subadviser shall not be responsible for brokerage commissions.
In the selection of such brokers or dealers and the placing of such orders, the
Subadviser is directed at all times to seek for the Fund the most favorable
execution and net price available. Neither the Subadviser nor any affiliate of
the Subadviser shall act as principal or receive directly or indirectly any
compensation in connection with the purchase or sale of investment securities by
the Fund, other than compensation provided for in this Agreement or in the
Investment Advisory Agreement of the Fund, and such brokerage commissions as are
permitted by the 1940 Act, it being contemplated that certain affiliates of the
Subadviser may act as the primary broker for the Fund in the purchase and sale
of portfolio securities on non-U.S. securities markets and that the Investment
Adviser will act as broker for the Fund in any orders for purchase and sale of
portfolio securities within the U.S. The Subadviser agrees that all transactions
effected through brokers affiliated with the Subadviser shall be effected in
compliance with the written procedures established from time to time by the
Board of Trustees of the Fund pursuant to Rule 17e-1 under the 1940 Act and Rule
11a2-2(T) of the Exchange Act, if applicable, copies of which shall be provided
to the Subadviser by the Investment Adviser.
5. It is also understood that it is desirable for the Fund that the
Subadviser have access to supplemental investment and market research and
security and economic analyses provided by certain brokers who may execute
brokerage transactions at higher commissions to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Subadviser is authorized to place
orders for the purchase and sale of securities for the Fund with such certain
brokers, subject to review by the Fund's Trustees from time to time with respect
A-3
<PAGE>
to the extent and continuation of this practice. It is understood that the
services provided by such brokers may be useful to the Subadviser in connection
with its services to other clients. If any occasion should arise in which the
Subadviser gives any advice to its clients concerning the shares of the Fund,
the Subadviser will act solely as investment counsel for such clients and not in
any way on behalf of the Fund. The Subadviser's services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
the Subadviser may render investment advice, management and other services to
others.
The Subadviser will advise the Fund's custodian and the Investment
Adviser on a prompt basis of each purchase and sale of a portfolio security,
specifying the name of the issuer, the description and amount or number of
shares of the security, the market price, commission and gross or net price,
trade date, settlement date and identity of the executing broker or dealer, and
such other information as may be reasonably required. From time to time as the
Trustees of the Fund or the Investment Adviser may reasonably request, the
Subadviser will furnish to the Fund's officers and to each of its Trustees, at
the Subadviser's expense, reports on portfolio transactions and reports on
issues of securities held in the portfolio, all in such detail as the Fund or
the Investment Adviser may reasonably request.
6. The Subadviser will not be liable for any loss sustained by reason
of the adoption of any investment policy or the purchase, sale, or retention of
any security on the recommendation of the Subadviser, whether or not such
recommendation shall have been based upon its own investigation and research or
upon investigation and research made by any other individual, firm or
corporation, if such recommendation shall have been made and such other
individual, firm, or corporation shall have been selected, with due care and in
good faith; but nothing herein contained will be construed to protect the
Subadviser against any liability to the Investment Adviser, the Fund or its
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
The Subadviser may consult with legal counsel (who may be counsel to
the Fund, the Board of Trustees or the Investment Adviser) concerning any
questions that may arise with reference to its duties under this Agreement or
the Fund's Declaration of Trust and By-laws, and the opinion of such counsel
shall be full and complete protection in respect of any action taken or omitted
by the Subadviser hereunder in good faith and in accordance with such opinion.
7. This Agreement shall remain in force until May 1, 2001 and from year
to year thereafter, but only so long as each such continuance, and the
continuance of the Investment Adviser as investment adviser of the Fund, is
specifically approved at least annually by the vote of a majority of the
Trustees who are not interested persons of the Subadviser or the Investment
Adviser of the Fund, cast in person at a meeting called for the purpose of
voting on such approval or by a vote of a majority of the outstanding voting
securities of the Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations thereunder.
This Agreement may, on 60 days' written notice, be terminated at any time
without the payment of any penalty, (a) by the Fund, by the Board of Trustees,
or by vote of a majority of the outstanding voting securities of the Fund, (b)
by the Investment Adviser or (c) by the Subadviser. This Agreement shall
A-4
<PAGE>
automatically terminate in the event of its assignment. In interpreting the
provisions of this Agreement, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "interested person," "assignment" and
"majority of the outstanding voting securities"), as from time to time amended,
shall be applied, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order.
8. No provisions 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 this Agreement shall be effective until approved in
accordance with the applicable requirements of the 1940 Act.
It shall be the responsibility of the Subadviser to furnish to the
Trustees of the Fund such information as may reasonably be necessary in order
for such Trustees to evaluate this Agreement or any proposed amendments thereto
for the purposes of casting a vote pursuant to paragraphs 7 or 8 hereof.
9. The Subadviser will conform its conduct in accordance with and will
ensure that the International Portfolio conforms with the 1940 Act and all rules
and regulations thereunder, the requirements for qualification as a regulated
investment company of Subchapter M of the Internal Revenue Code, all other
applicable federal and state laws and regulations, and with the provisions of
the Registration Statement as amended or supplemented, of the Fund under the
U.S. Securities Act of 1933, as amended, and the 1940 Act.
10. The Subadviser has reviewed the Registration Statement of the Fund
as filed with the Securities and Exchange Commission and represents and warrants
that with respect to disclosure about the Subadviser or information relating
directly or indirectly to the Subadviser, such Registration Statement contains,
as of the date hereof, no untrue statement of any material fact and does not
omit any statement of material fact that was required to be stated therein or
was necessary to make the statements contained therein not misleading. The
Subadviser further represents and warrants that it is an investment adviser
registered under the Advisers Act.
A-5
<PAGE>
11. Except to the extent preempted by U.S. federal law, this Agreement
shall be governed by and construed in accordance with the laws of the State of
New York and, by executing this Agreement, the Subadviser consents to the
service of process in the State of New York and consents to the jurisdiction of
any U.S. federal or New York State court sitting in the borough of Manhattan,
City of New York, New York.
12. It is understood and expressly stipulated that neither the holders
of shares of the Fund nor the Trustees shall be personally liable hereunder. All
persons dealing with the Fund must look solely to the property of the Fund for
the enforcement of any claims against the Fund. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
A-6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
WEISS, PECK & GREER INTERNATIONAL
FUND
By:
Name:
Title:
ROBECO INSTITUTIONAL ASSET
MANAGEMENT US INC.
By:
Name:
Title:
WEISS, PECK & GREER, L.L.C.
By:
Name:
Title:
A-7
