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 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
BT INSTITUTIONAL FUNDS
BT PYRAMID MUTUAL 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 Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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BT INSTITUTIONAL FUNDS
INSTITUTIONAL CASH MANAGEMENT FUND
INSTITUTIONAL CASH RESERVES
INSTITUTIONAL TREASURY MONEY FUND
INTERNATIONAL EQUITY FUND
o CLASS I
o CLASS II
EQUITY 500 INDEX FUND
INSTITUTIONAL LIQUID ASSETS FUND
BT PYRAMID MUTUAL FUNDS
BT INSTITUTIONAL ASSET MANAGEMENT FUND
One South Street
Baltimore, Maryland 21202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 8, 1999
A Special Meeting of shareholders of BT Institutional Funds (the
"Institutional Trust") and BT Institutional Asset Management Fund ("Management
Fund"), which is a series of BT Pyramid Mutual Funds (the "Pyramid Trust" and,
together with the Institutional Trust, the "Trusts"), will be held at the
offices of BT Alex. Brown Incorporated, One South Street, 30th Floor, Baltimore,
Maryland 21202 on October 8, 1999 at 11:00 a.m. (the "Special Meeting"). The
Trusts are open-end management investment companies, organized under the laws of
the Commonwealth of Massachusetts. The Institutional Trust is comprised of the
above six series (each, together with Management Fund, a "Fund," and
collectively, the "Funds") and Institutional Daily Assets Fund and Institutional
Treasury Assets Fund, which are not addressed in the accompanying Joint Proxy
Statement ("Proxy Statement"). The Pyramid Trust is comprised of an additional
four series which are not addressed in the Proxy Statement.(1) 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 cas
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.
(1) Unless otherwise indicated, subsequent references in this Notice to the
"Trust" should be read, for the applicable Fund's shareholders, as
referring to the Institutional Trust or the Pyramid Trust, as
applicable.
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International Equity Fund is comprised of two classes, each with its
own expense structure. However, since the Proposals presented in the Proxy
Statement uniformly affect all classes, shareholders of each class are to vote
on all the Proposals, and each vote regardless of its class has equal weight.
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:
PROPOSAL I: To approve or disapprove new
(PROPOSAL IA: ALL FUNDS investment advisory agreements (each
PROPOSALS IB AND IC: a "New Advisory Agreement" and
INSTITUTIONAL TREASURY MONEY collectively the "New Advisory
FUND, INTERNATIONAL EQUITY FUND, Agreements") for each Fund's
INSTITUTIONAL LIQUID ASSETS FUND corresponding Portfolio:
AND BT INSTITUTIONAL ASSET
MANAGEMENT FUND ONLY)
A. To approve or disapprove a
New Advisory Agreement between each
Fund's corresponding Portfolio and
Bankers Trust Company ("Bankers
Trust").
B. To approve or disapprove a
New Advisory Agreement between each
Fund's corresponding Portfolio and
Morgan Grenfell Inc. ("MGI" and,
together with Bankers Trust, the
"Advisers") to be implemented within
two years of the date of the Special
Meeting upon approval of the members
of the Trust's and the Portfolio's
Boards of Trustees, respectively,
who are not "interested persons"
("Independent Trustees") (as defined
in the Investment Company Act of
1940, as amended).
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) among each Fund's
corresponding Portfolio, MGI and
Bankers Trust under which Bankers
Trust 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
(ALL FUNDS) the Portfolios to hold office until
their respective successors have
been duly elected and qualified or
until their earlier resignation or
removal.
PROPOSAL III:
(ALL FUNDS) To ratify or reject the selection of
PricewaterhouseCoopers LLP as the
independent accountants for the
applicable Funds and their
corresponding Portfolios for the
current fiscal year.
The appointed proxies will vote in their discretion on any other
business as may properly come before the Special Meeting or any adjournment
thereof.
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THE NEW ADVISORY AGREEMENTS DESCRIBED IN PROPOSALS IA, IB AND IC,
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. IN ADDITION, THE FORM OF NEW SUB-ADVISORY AGREEMENT
AUTHORIZES THE APPLICABLE INVESTMENT ADVISER TO ADJUST THE DUTIES, THE AMOUNT OF
ASSETS TO BE MANAGED AND THE FEES PAID TO THE APPLICABLE INVESTMENT SUBADVISER
WITH AND UPON THE APPROVAL OF THE BOARD AND THE INDEPENDENT TRUSTEES. (THE
SHAREHOLDERS OF INSTITUTIONAL CASH MANAGEMENT FUND, INSTITUTIONAL CASH RESERVES
AND EQUITY 500 INDEX 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.
MGI 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
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 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.
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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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.
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BT INSTITUTIONAL FUNDS
INSTITUTIONAL CASH MANAGEMENT FUND ("CASH FUND")
INSTITUTIONAL CASH RESERVES ("CASH RESERVES FUND")
INSTITUTIONAL TREASURY MONEY FUND ("TREASURY FUND")
INTERNATIONAL EQUITY FUND ("INTERNATIONAL FUND")
o CLASS I
o CLASS II
EQUITY 500 INDEX FUND ("EQUITY INDEX FUND")
INSTITUTIONAL LIQUID ASSETS FUND ("LIQUID ASSETS FUND")
BT PYRAMID MUTUAL FUNDS
BT INSTITUTIONAL ASSET MANAGEMENT FUND ("MANAGEMENT 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
Institutional Funds (the "Institutional Trust") with respect to the above six
series thereof (each, together with Management Fund, a "Fund," and collectively,
the "Funds") and Management Fund, which is a series of BT Pyramid Mutual Funds
(the "Pyramid Trust"(1) for use at the special meeting of the Trust to be held
at the offices of BT Alex. Brown Incorporated, One South Street, 30th 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
(1) Unless otherwise indicated, subsequent references in this Notice to the
"Trust" should be read, for the applicable Fund's shareholders, as
referring to the Institutional Trust or the Pyramid Trust, as
applicable.
<PAGE>
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."
International Fund is comprised of two separate classes, each with its
own expense structure. However, since the proposals presented in this Proxy
Statement uniformly affect all classes, shareholders of each class may vote on
all the proposals, and each vote regardless of its class has equal weight.
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:
PROPOSAL I: To approve or disapprove new
(PROPOSAL IA: ALL FUNDS investment advisory agreements (each
PROPOSALS IB AND IC: a "New Advisory Agreement" and
INSTITUTIONAL TREASURY MONEY collectively the "New Advisory
FUND, INTERNATIONAL EQUITY Agreements") for each Fund's
FUND, INSTITUTIONAL LIQUID corresponding Portfolio:
ASSETS FUND AND BT
INSTITUTIONAL ASSET MANAGEMENT
FUND ONLY)
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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" and,
together with Bankers Trust, the
"Advisers")(2) (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 Portfolio's 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)
among each Fund's corresponding
Portfolio, MGI and Bankers Trust
under which Bankers Trust 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
(ALL FUNDS) the Portfolios to hold office until
their respective successors have
been duly elected and qualified or
until their earlier resignation or
removal.
PROPOSAL III: To ratify or reject the selection of
(ALL FUNDS) PricewaterhouseCoopers LLP as the
independent accountants for the
Funds and their corresponding
Portfolios for the current fiscal
year.
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 investment
advisory agreements with Bankers Trust, as indicated in the table below:
<TABLE>
<CAPTION>
<S> <C>
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Fund Corresponding Portfolio
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CASH FUND CASH MANAGEMENT PORTFOLIO ("CASH PORTFOLIO")*
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CASH RESERVES FUND CASH PORTFOLIO*
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TREASURY FUND TREASURY MONEY PORTFOLIO ("TREASURY PORTFOLIO")*
- --------------------------------- -------------------------------------------------------------------
</TABLE>
(2) For shareholders of the Cash Fund, Cash Reserve Fund and Equity Index
Fund, subsequent references in this Proxy Statement to the "Advisers"
refers only to Bankers Trust, unless otherwise indicated.
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<TABLE>
<CAPTION>
<S> <C>
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Fund Corresponding Portfolio
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INTERNATIONAL FUND INTERNATIONAL EQUITY PORTFOLIO ("INTERNATIONAL PORTFOLIO")
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EQUITY INDEX FUND EQUITY 500 INDEX PORTFOLIO ("EQUITY INDEX PORTFOLIO")*
- --------------------------------- -------------------------------------------------------------------
LIQUID ASSETS FUND LIQUID ASSETS PORTFOLIO ("LIQUID ASSETS PORTFOLIO")**
- --------------------------------- -------------------------------------------------------------------
MANAGEMENT FUND ASSET MANAGEMENT PORTFOLIO ( "MANAGEMENT PORTFOLIO")*
- --------------------------------- -------------------------------------------------------------------
</TABLE>
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* 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.
Among other proposals, 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
Harry Van Benschoten (the "Trustee Nominees") as Trustees of the Trust and
Portfolios.(3) Dr. Herring and Messrs. Biggar and Langton currently serve on the
Board of the Institutional Trust, Dr. Gruber and Mr. Van Benschoten currently
serve on the Board of the Pyramid Trust, and Messrs. Biggar, Dill and Saunders
currently serve on the Board of the Portfolios (collectively, the "Boards").
Drs. Gruber and Herring 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 DECEMBER 31, 1998 (FOR THE INTERNATIONAL FUND),
DECEMBER 31, 1998 (FOR CASH FUND, CASH RESERVES FUND, TREASURY FUND, EQUITY
INDEX FUND AND LIQUID ASSETS FUND), AND MARCH 31, 1999 (FOR MANAGEMENT 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
(3) 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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ADDRESS SET FORTH ON THE COVER OF THIS PROXY STATEMENT OR BY CALLING
1-800-368-4031 FOR INSTITUTIONAL TRUST AND 1-800-730-1313 FOR PYRAMID TRUST.
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.
Bankers Trust will vote any shares in accounts as to which it has
investment authority, and shares in any other accounts as to which Bankers Trust
is the agent of record, which are not otherwise represented in person or by
proxy at the Special Meeting. Bankers Trust will vote shares of each Fund over
which it has investment discretion in accord with its fiduciary and other legal
obligations, and in its discretion may consult with the beneficial owners or
other fiduciaries. Bankers Trust will vote shares of each Fund for which it is
the owner of record but does not have investment discretion, with respect to
each Proposal on which shareholders of the applicable Fund are entitled to vote,
which are not otherwise represented in person or by proxy at the Special
Meeting. These shares will be voted by Bankers Trust for, against, or
abstaining, in the same proportion as the votes cast by holders of all shares in
the Fund otherwise represented at the Special meeting. This practice is commonly
referred to as "mirror" or "echo" voting.
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 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, for the Trust, a majority of the outstanding
shares of the Trust 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.)
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<PAGE>
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 FUND 2,730,543,766.300 shares
CASH RESERVES FUND 3,164,008,343.110 shares
TREASURY FUND 1,958,225,657.010 shares
INTERNATIONAL FUND 74,912,271.100 shares
EQUITY INDEX FUND 16,212,331.767 shares
LIQUID ASSETS FUND 3,530,110,802.570 shares
MANAGEMENT FUND 42,812,416.541 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 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):
o indicate your instructions on the Proxy (or Proxies);
o date and sign the Proxy (or Proxies); and
o 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.
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<PAGE>
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, one of the Portfolios is a
separate series of BT Portfolios, while the remaining five 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 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 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 52 Street, New York, NY 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.
-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. IN ADDITION, THE FORM OF SUB-ADVISORY
AGREEMENT AUTHORIZES THE APPLICABLE INVESTMENT ADVISER TO ADJUST THE DUTIES, THE
AMOUNT OF ASSETS TO BE MANAGED AND THE FEES PAID TO THE APPLICABLE INVESTMENT
SUBADVISER WITH AND UPON THE APPROVAL OF THE BOARD AND THE INDEPENDENT TRUSTEES.
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 BANKERS TRUST
DESCRIBED IN PROPOSAL IC (WHICH ARE NOT PROPOSED FOR APPROVAL BY SHAREHOLDERS OF
CASH FUND, CASH RESERVES FUND AND EQUITY INDEX 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):
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<TABLE>
<CAPTION>
<S> <C>
- ------------------ ----------------- ------------------------------ ------------------------------ --------------------
Date Last Approved By Date Last Approved By Fund's
Portfolio's Fee
- ------------------ ----------------- ------------------------------ ------------------------------ --------------------
Portfolio Date of Prior
(Fiscal Year) Advisory Trustees Shareholders* Trustees Shareholders*
Agreement
- ------------------ ----------------- ----------- ------------------ ------------ ----------------- --------------------
Cash Portfolio 3/8/99 4/23/90 3/8/99 4/23/90 $8,019,093
12/31/98 4/23/90
- ------------------ ----------------- ----------- ------------------ ------------ ----------------- --------------------
Treasury 4/23/90 3/8/99 4/23/90 3/8/99 4/23/90 $3,666,082
Portfolio
12/31/98
- ------------------ ----------------- ----------- ------------------ ------------ ----------------- --------------------
International 4/8/92 3/8/99 4/8/92 3/8/99 4/8/92 $4,542
Portfolio
9/30/98
- ------------------ ----------------- ----------- ------------------ ------------ ----------------- --------------------
Equity Index 4/8/92 3/8/99 4/8/92 3/8/99 4/8/92 $3,186,503
Portfolio
12/31/98
- ------------------ ----------------- ----------- ------------------ ------------ ----------------- --------------------
Liquid Assets 4/28/93 3/8/99 4/28/93 3/8/99 4/28/93 $5,018,284
Portfolio
12/31/98
- ------------------ ----------------- ----------- ------------------ ------------ ----------------- --------------------
Management 4/8/92 3/8/99 4/8/92 3/8/99 4/8/92 $4,398,804
Portfolio
3/31/99
- ------------------ ----------------- ----------- ------------------ ------------ ----------------- --------------------
</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 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
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<PAGE>
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 the Adviser 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. The following table sets forth the amount in
escrow for each Fund as of June 30, 1999:
-------------------------------- ---------------------------------
FUND AMOUNT IN ESCROW
-------------------------------- ---------------------------------
Cash Fund $41,047.79
-------------------------------- ---------------------------------
Cash Reserves Fund $385,627.54
-------------------------------- ---------------------------------
Treasury Fund $58,968.39
-------------------------------- ---------------------------------
International Fund $866,405.57
-------------------------------- ---------------------------------
Equity Fund $69,830.45
-------------------------------- ---------------------------------
Liquid Assets Fund $237,547.65
-------------------------------- ---------------------------------
Management Fund $240,919.40
-------------------------------- ---------------------------------
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 WILL CONTAIN SUBSTANTIALLY THE SAME
TERMS AND CONDITIONS
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<PAGE>
AS THE PRIOR ADVISORY AGREEMENTS. In addition, the form of Sub-advisory
Agreement authorizes the applicable investment adviser to adjust the duties, the
amount of assets to be managed and the fees paid to the applicable investment
subadviser with and upon the approval of the Board and the Independent Trustees.
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. The
sub-advisory fees would be paid by MGI directly to the subadviser. 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 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 and
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, other than the parties and the dates of execution,
effectiveness and initial term, are substantially the same as those of the Prior
Advisory Agreements. In addition, the form of New Sub-advisory Agreements
authorizes the applicable investment adviser to adjust the duties, the amount of
assets to be managed and the fees paid to the applicable investment subadviser
with and upon approval of the Board and the Independent Trustees. Each of the
New BT Advisory Agreements became effective as of June 4, 1999, the date of the
consummation of the Merger. If the New MGI Advisory Agreements and/or the New
Subadvisory Agreements are approved, Bankers Trust will continue to perform its
advisory duties under the New BT Advisory Agreements until the New MGI Advisory
Agreements and/or the New Subadvisory Agreements, as applicable, are
implemented. MGI, as Adviser, and Bankers Trust, as subadviser, would perform
their respective advisory duties and be paid their respective advisory fees only
upon implementation of the applicable New Advisory Agreement.
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 Securities Exchange
Act of 1934 (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
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<PAGE>
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.
Bankers Trust is paid a fee under the New BT Advisory Agreement for its
services, calculated daily and paid monthly, equal, on an annual basis, to the
following:
--------------------------------- -------------------------------------------
PORTFOLIO ADVISORY AGREEMENT FEE*
--------------------------------- -------------------------------------------
Cash Portfolio 0.15%
--------------------------------- -------------------------------------------
Treasury Portfolio 0.15%
--------------------------------- -------------------------------------------
International Portfolio 0.65%
--------------------------------- -------------------------------------------
Equity Index Portfolio 0.085%**
--------------------------------- -------------------------------------------
Liquid Assets Portfolio 0.15%
--------------------------------- -------------------------------------------
Management Portfolio 0.65%
--------------------------------- -------------------------------------------
* Pursuant to the Expense Limitation Agreement between Bankers Trust and the
Trust, the total fund operating expenses for each Fund are capped for the
current fiscal year. The fee rates shown do not reflect the cap.
** This represents the actual fee paid to Bankers Trust over the last fiscal
year. The fee rate was reduced to 0.075% on May 6, 1998.
GENERALLY. If approved, the New Advisory Agreements, as applicable,
will each remain in effect for an initial term of the 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
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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 31 other investment
companies and investment subadviser to 34 other investment companies. (See Annex
II 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.
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, Chief Executive
Deutsche Bank A.G. Officer and President, Bankers Trust
Taunusanlage 12 Company; Member, Board of Managing
D-60262 Frankfurt am Main Directors, Deutsche Bank A.G.
Federal Republic of Germany
Hans Angermueller Shearman & Sterling, of counsel
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Mr. George B. Beitzel Director, Computer Task Group, Inc.;
29 King Street Director, Phillips Petroleum Company;
Chappaqua, NY 10514-3432 Director, TIG Holdings Inc.
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<PAGE>
Mr. William R. Howell Chairman Emeritus, J.C. Penney Company,
J.C. Penney Company, Inc. Inc.; Director, Exxon Corporation;
P.O. Box 10001 Director, Halliburton Company; Director,
Dallas, TX 75301-1109 National Organization on Disability;
Director, National Retail Federation;
Director and Chairman, Southern Methodist
University Board of Trustees; Director,
Warner-Lambert Company; Director, The
Williams Companies, Inc.
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
Deutsche Bank A.G. 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 Portfolio, 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 III sets forth the fees
paid to Bankers Trust by the Portfolios and the Funds for these services for the
most recently completed fiscal year.)
MGI. MGI is a corporation organized under the laws of the State of
Delaware and is a 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 ten other investment companies and as investment
subadviser to five other investment companies. MGI is a subsidiary of Morgan
Grenfell Asset Management Ltd. ("MGAM"), located at 30 Finsbury Circus, London,
England, a wholly owned subsidiary of Deutsche Morgan Grenfell Group PLC,
located at Great Winchester Street, London, England, an investment holding
company which is, in turn, a wholly owned subsidiary of Deutsche Bank. MGAM
currently manages approximately $16.5 billion for a wide range of pension,
corporate, insurance, local authority, government and private clients worldwide.
(See Annex II 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.
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NAME AND ADDRESS PRINCIPAL OCCUPATION
Richard Marin President and Director, Morgan Grenfell
280 Park Avenue Inc.; Managing Director, Bankers Trust
New York, NY 10017 Company
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.
Robert H. Smith Chairman and Director, Morgan Grenfell Inc.;
Chief Executive Officer, Morgan Grenfell
Asset Manager; Chairman and Chief Executive
Officer, Morgan Grenfell Development Capital
Steven Schneider Managing Director, Bankers Trust Company
280 Park Avenue
New York, NY 10017
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 Advisers have advised the Boards that
there are no circumstances arising from the Merger that might result in an
"unfair burden" (within the meaning of section 15(f) of the Act) being imposed
on the Portfolios. After conducting their reviews of the Advisers and of Bankers
Trust's performance, and after reviewing materials specifically provided by
Bankers Trust as a result of the termination of the Prior Advisory Agreements
and its request that the Boards approve the New Advisory Agreements, the
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Boards were satisfied that they had received and appropriately considered the
relevant factors and, after consultation with counsel, the Boards determined to
approve the New Advisory Agreements.
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. Bankers Trust pleaded guilty to misstating entries in the bank's
books and records and agreed to pay a $63.5 million fine to state and federal
authorities. On July 26, 1999, the federal criminal proceedings were concluded
with Bankers Trust's formal sentencing. 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 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.
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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 and MGI such information as they deemed reasonably necessary
to approve MGI as an investment adviser to the Portfolios. Representatives of
Deutsche Bank and MGI made detailed presentations at the July 15th and July 27th
meetings with respect to, among other factors, the organizational structure,
assets under management, asset management services, financial condition and
business plan of MGI. 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 to perform its 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 and
MGI; 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 as an investment adviser, as reflected in its amount 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.
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 Portfolio's Independent Trustees based on
information they then deemed necessary to consider adequately these
arrangements. At the July 27th meeting of the Boards, a majority of the Boards,
including 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 interests 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
-17-
<PAGE>
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 APPLICABLE FUND WILL REMAIN A PARTICIPANT IN THAT
PORTFOLIO WHILE THE BOARDS CONSIDER WHAT OTHER ACTION, IF ANY, 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 27, 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,
Richard J. Herring and Bruce E. Langton are currently Trustees of the
Institutional Trust, Martin J. Gruber and Harry Van Benschoten are currently
Trustees of the Pyramid Trust and Charles P. Biggar, S. Leland Dill and Philip
Saunders, Jr. are currently Trustees of 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>
<S> <C>
POSITION WITH
NAME AND AGE TRUST/PORTFOLIOS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ---------------------------- ---------------------- ------------------------------------------------------------
Charles P. Biggar+ Trustee of Retired; formerly, Vice President of International Business
Age: 68 Institutional Trust Machines ("IBM") and President of the National Services and
since 1990; Trustee Field Engineering Divisions of IBM.
of Portfolios since
inception of each
Portfolio
S. Leland Dill(1)+ Trustee of Portfolios Retired; Director, Coutts (U.S.A.) International; Director,
Age: 69 since inception of Phoenix-Zweig Trust(4) and Phoenix-Euclid Market Neutral
each Portfolio Fund(4); former Partner of KPMG Peat Marwick; Director,
Vintners International Company Inc.; Director, Coutts Trust
Holdings Ltd.; Director, Coutts Group; General Partner,
Pemco(3).
Martin J. Gruber(1)+ Trustee of Pyramid Nomura Professor of Finance, Leonard N. Stern School of
Age: 62 Trust Business, New York University (since 1964); Trustee, TIAA(4);
since 1992 Trustee, SG Cowen Mutual Funds(4); Trustee, Japan Equity
Fund(4); Trustee, Taiwan Equity Fund(4).
Richard Hale* Managing Director, Deutsche Asset Management; Director, Flag
Age: 54 Investors Fund(4); Managing Director, BT Alex. Brown
Incorporated; Director and President, Investment Company
Capital Corp.
-19-
<PAGE>
POSITION WITH
NAME AND AGE TRUST/PORTFOLIOS PRINCIPAL OCCUPATIONS DURING LAST FIVE YEARS
- ---------------------------- ---------------------- ------------------------------------------------------------
Richard J. Herring(1) + Trustee of Jacob Safra Professor of International Banking, Professor of
Age: 53 Institutional Trust Finance and Vice Dean, The Wharton School, University of
Since 1990 Pennsylvania (since 1972).
Bruce E. Langton(1) + Trustee of Retired; Trustee, Allmerica Financial Mutual Funs (1994) to
Age: 68 Institutional Trust present); Member, Pension & Thrift Plans and Investment
Since 1990 Committee, Unilever U.S. Corporation (1989 to present)(3);
Director, TWA Pilots Directed Account Plan and 401K Plan (1988 to
present)(4).
Philip Saunders, Jr.(1)+ Trustee of Principal, Philip Saunders Associates (Economic and Financial
Age: 63 Portfolios since Analysis); Former Director, Financial Industry Consulting, Wolf
inception of each and Company; President, John Hancock Home Mortgage Corporation;
Portfolio Senior Vice President of Treasury and Financial Services, John
Hancock Mutual Life Insurance Company, Inc.
Harry Van Benschoten (1)+ Trustee of Pyramid Retired; Director, Canada Life Insurance Corporation of New
Age: 71 Trust York.
since 1992
</TABLE>
- ------------------
* "Interested Person" within the meaning of Section 2(a)(19) of the Act. Mr.
Hale is a Managing Director of Deutsche Asset Management, the U.S. asset
management unit of Deutsche Bank and its affiliates.
+ Messrs. Biggar, Herring and Langton are members of the Audit Committee of
the Institutional Trust, Messrs. Gruber and Van Benschoten are member of
the Audit Committee of the Pyramid Trust and Messrs. Biggar, Dill and
Saunders are members of the Audit Committee for the Portfolios.
(1) Holds one other trusteeship in the Bankers Trust Fund Complex, as defined
herein.
(2) Holds two other trusteeships in the Bankers Trust Fund Complex, as defined
herein.
(3) A publicly held company with securities registered pursuant to Section 12
of the Exchange Act.
(4) An investment company registered under the Act
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 who constitute 100% of the membership of
each current Board, select and nominate the new trustee nominees who the
Independent Trustees of the applicable Board, which is responsible for the
selection and nomination 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 Board of Pyramid Trust held five meetings, the
Board of Institutional Trust held four meetings, the Boards of the Portfolios
held six meetings and the Audit Committee of each Board held two meetings. No
Trustee attended less than 75% of the applicable meetings.
If Richard Hale is elected, he will not be 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 most recent 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.*
-20-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
Aggregate Estimated
Aggregate Compensation Pension or Retirement Annual Total Compensation
Compensation from the Benefits Accrued as Benefits upon From the Complex*
Name of Trustee from the Trust Portfolios Part of Trust Expenses Retirement Paid to Trustees
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
Charles P. Biggar $11,107 25,143 N/A N/A $36,250
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
S. Leland Dill N/A 21,278 N/A N/A $36,250
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
Martin J. Gruber $19,167 N/A N/A N/A $36,250
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
Richard Hale N/A N/A N/A N/A N/A
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
Richard J. Herring $23,625 N/A N/A N/A $35,000
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
Bruce E. Langton $23,625 N/A N/A N/A $35,000
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
Philip Saunders, Jr. N/A 21,425 N/A N/A $36,250
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
Harry Van Benschoten $19,167 N/A N/A N/A $36,250
- -------------------------- --------------- --------------- ------------------------ --------------- ------------------------
</TABLE>
- ------------------
* The "Bankers Trust Fund Complex" consists of the Institutional Trust, Pyramid
Trust and the Portfolios, as well as BT Investment Funds, BT Advisor Funds and
BT Insurance Funds Trust (collectively, the "BT Funds").
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 1998; President, Forum Financial Group
L.L.C. and its affiliates; President, ICC
Distributors, Inc.*
Daniel O. Hirsch Secretary since 1998; Director, Deutsche Asset
Age: 45 Management 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 A. Rizzo Treasurer since 1999; Vice President and
Age: 41 Department Head, Deutsche Asset Management since
1998; Senior Manager, PricewaterhouseCoopers LLP
1993-98.
- ------------------
* Underwriter/distributor for the Trust. Mr. Keffer owns 100% of the shares
of ICC Distributors, Inc.
RECOMMENDATION OF THE BOARDS
At a meeting of the Boards held on July 27, 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
-21-
<PAGE>
provide to the Trust and the Portfolios; and 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.
-22-
<PAGE>
PROPOSAL III
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS FOR THE FUNDS AND PORTFOLIOS
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 their
respective dates of 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 ACCOUNTS
AS SET FORTH IN THIS PROPOSAL.
-23-
<PAGE>
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 requires the approval of
a specified percentage of the outstanding shares of a Portfolio.
Approval of Proposal II with respect to the Trustee Nominees requires
the affirmative vote of a plurality of the votes cast in person or by proxy at
the Special Meeting. 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 Proposal III 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 Proposal III 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 funds. Because
abstentions and broker non-votes are not treated as shares voted, abstentions
and broker non-votes will have no impact on Proposal III.
- --------------------------------------------------------------------------------
THE BOARDS, INCLUDING THE INDEPENDENT TRUSTEES OF EACH, RECOMMEND THAT THE
SHAREHOLDERS VOTE "FOR" APPROVAL OF PROPOSALS IA, IB, IC, II AND III. 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.
-24-
<PAGE>
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).
- --------------------------------------------------------------------------------
-25-
<PAGE>
ANNEX I
(i) 5% SHAREHOLDERS
CASH FUND:
<TABLE>
<CAPTION>
PERCENT OWNERSHIP
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF OUTSTANDING SHARES
- ------------------------------------ ------------------------- ---------------------
<S> <C> <C>
Bankers Trust Company 15,564,858.0650 38.355
Custody of Kraft Thrift Plan
Attn: Brian Drummond
34 Exchange Place, 6th Floor
Jersey City, NJ 07302-3885
Bankers Trust Company 12,333,967.0200 28.809
Custody Philip Morris Inc. Profit Sharing Trust
Attn: Barry Levine
34 Exchange Place, 6th Floor
Jersey City, NJ 07302-3885
Kitty Hawk Funding Corp 203,099,357.7300 7.698
Essar Steel/CMC CP Account
100 N Tryon Street NC1-007-10-06
Charlotte, NC 28202-4000
Private Bank Sweep 190,898,116.9700 7.236
Custody-Institutional Cash Mgmt
1 BT Plaza 17th Fl
New York, NY 10006
Montag & Caldwell Growth Fund 137,099,025.1200 5.197
Attn Samela Walker
3343 Peachtree Road NE Ste 1100
Atlanta, GA 30326-1430
CASH RESERVES FUND:
PERCENT OWNERSHIP
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF OUTSTANDING SHARES
- ------------------------------------ ------------------------- ---------------------
Bankers Trust Co. of California 591,635,273.5700 18.610
as Custodian for
Cascade Investment LLC
100 Plaza One Stop 3048
Attn Michele Russo
Jersey City, NJ 07311-3901
<PAGE>
Banc One Collection 464,025,148.1500 14.596
800 Brooksedge Blvd 3rd Fl Wst W
Columbus, OH 43271-0001
Disbursement Funding Limited 312,699,404.6700 9.836
Escatawpa Funding Limited
Partnership c/o ML Leasing Eq Co
250 Vesey Street
World Financial Ct No. Tower
New York, NY 10281-1012
Kaiser Foundation 169,277,812.1100 5.325
C/O Bankers Trust Co.
Attn Bernard Tsang
Los Angeles, CA 90071-3109 300
South Grand Avenue 40th FL.
TREASURY FUND:
PERCENT OWNERSHIP
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF OUTSTANDING SHARES
- ------------------------------------ ------------------------- ---------------------
Apex/AFS Escrow 245,547,751.6900 14.514
Attn Bill Shaub
4825 Higbee Ave NW
Canton, OH 44718-2597
Chevy Chase 97,385,640.3700 5.757
4 Albany Street
New York, NY 10006-1502
Mill Creek Holdings Ltd. 93,882,070.3300 5.549
2001 Ross Avenue Suite #3200
Dallas, TX 75201-2927
RTC CHF RSRV Fund 92,863,285.8100 5.489
FDIC
801 17th Street NW Room H-2004
Washington, D.C. 20232-0004
INTERNATIONAL FUND:
PERCENT OWNERSHIP
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF OUTSTANDING SHARES
- ------------------------------------ ------------------------- ---------------------
EQUITY INDEX FUND:
PERCENT OWNERSHIP
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF OUTSTANDING SHARES
- ------------------------------------ ------------------------- ---------------------
-2-
<PAGE>
Northern Telecom Omnibus Acco 2,367,900.0660 14.606
c/o Bankers Trust Company
Attn John Sawicki Mailstop 3064
Jersey City, NJ 07302-3885
34 Exchange Place 6th Fl
Bankers Trust Co. TTEE 2,054,419.6750 12.672
The William Penn Foundation
c/o Mr. Eric R. Aird
100 North 18th Street
Two Logan Square - 11th Fl
Philadelphia, PA 19103-2707
The Whitaker Foundation 1,356,774.8640 8.369
1700 N Moore St Ste 2200
Arlington, VA 22209-1923
Bankers Trust Co. Cust 401(K) 959,541.1840 5.919
Premark Retirement Savings Plan
Attn: Kathy Wright
Jersey City, NJ 073302-3885
34 Exchange Place
LIQUID ASSETS FUND:
PERCENT OWNERSHIP
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF OUTSTANDING SHARES
- ------------------------------------ ------------------------- ---------------------
MANAGEMENT FUND:
PERCENT OWNERSHIP
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF OUTSTANDING SHARES
- ------------------------------------ ------------------------- ---------------------
Bankers Trust Co. Cust 15,564,658.0650 36.355
Kraft Thrift Plan
Attn Brian Drummond
Jersey City, NJ 07302-3885
34 Exchange Place Fl 6
Bankers Trust Cust 12,333,967.0200 28.809
Philip Morris Inc.
Profit Sharing Trust
34 Exchange Pl, Fl 6
Attn Barry Levine
Jersey City, NJ 07302-3385
-3-
<PAGE>
Northern Telecom 7,688,599.6830 17.959
C/o Bankers Trust Company
Attn John Sawicki Mailstop 3064
Jersey City, NJ 07302-3885
34 Exchange Place, 6th Fl
Bankers Trust Co. Cust. 401(K) 3,250,538.5860 7.593
Matsushita Elec Corp of Amer
Attn: Elijah Outen
Jersey City, NJ 07311-3999
100 Plaza One Mailstop 3064
(ii) TRUSTEES AND TRUSTEE NOMINEES *
Charles P. Biggar *
S. Leland Dill *
Martin J. Gruber *
Richard Hale *
Richard J. Herring *
Bruce E. Langton *
Philip Saunders, Jr. *
Harry Van Benschoten *
(iii)EXECUTIVE OFFICERS *
John A. Keffer *
Daniel O. Hirsch *
Charles A. Rizzo *
(iv) TRUSTEES AND EXECUTIVE OFFICERS *
AS A GROUP
* The Trustees, the Trustee Nominees, the executive officers of the Trust
and the Trustees and executive officers as a group own less than 1% of the
Fund's outstanding shares.
</TABLE>
-4-
<PAGE>
ANNEX II
I. [BANKERS TRUST ]
[TO COME]
<PAGE>
II. MORGAN GRENFELL INC.
[TO COME]
-2-
<PAGE>
ANNEX III
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FUND FEE PORTFOLIO FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Fund $1,143,625 Cash Portfolio $2,673,031
- ----------------------------------------------------------------------------------------------------------------------
Cash Reserves Fund $1,213,778 Cash Portfolio $2,673,031
- ----------------------------------------------------------------------------------------------------------------------
Treasury Fund $1,034,694 Treasury Portfolio $1,222,027
- ----------------------------------------------------------------------------------------------------------------------
International Fund $1,461,062 International Portfolio $1,959,963
- ----------------------------------------------------------------------------------------------------------------------
Equity Index Fund $925,959 Equity Index Portfolio $676,625
- ----------------------------------------------------------------------------------------------------------------------
Liquid Assets Fund $1,673,817 Liquid Assets Portfolio $1,672,823
- ----------------------------------------------------------------------------------------------------------------------
Management Fund $804,556 Management Portfolio $676,739
- ----------------------------------------------------------------------------------------------------------------------
</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;
<PAGE>
(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 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. [Subject to the provisions of this Agreement, the duties of the
Investment Subadviser, the portion of portfolio assets that the Subadviser shall
manage, and the fees to be paid the Investment Subadviser by the Investment
Adviser under and pursuant to this Agreement may be adjusted from time to time
by the Investment Adviser with and upon the approval of the Board and the
members of the Trust's Board of Trustees who are not "interested persons," as
defined in the Act ].(1)
4. 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.
5. 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.
6. 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.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the [Trust] [Investment Adviser] 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
(1) Provision contained in the form of Investment Subadvisory Agreement
only.
<PAGE>
assets.
8. 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 "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.
<PAGE>
(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.
9. 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 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.)
10. 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.
11. 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.
<PAGE>
12. 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.
13. 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.
14. 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.
15. 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 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]
<PAGE>
EXHIBIT A
TO
INVESTMENT ADVISORY AGREEMENT
MADE AS OF ____________________
BETWEEN
[Trust Name] AND [______________]
Fund Investment Advisory Fee
- ---- -----------------------
<PAGE>
FORM OF PROXY CARD
<PAGE>
FORM OF PROXY CARD
<TABLE>
<CAPTION>
<S> <C>
[BANKERS TRUST LOGO] BT INSTITUTIONAL FUNDS
[BT ALEX. BROWN] INSTITUTIONAL CASH MANAGEMENT
FUND MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
One South Street 11:00 a.m., Eastern time, on October 8, 1999
Baltimore, Maryland 21202-3220
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.
To vote by Telephone
1) Read the Proxy Statement and have the Proxy card below at THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
hand. TRUSTEES WITH RESPECT TO YOUR FUND. THE BOARD OF
2) Call 1-800-690-6903. TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II
3) Enter the 12-digit control number set forth on the Proxy AND III.
card and follow the simple instructions.
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
To vote by Internet DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INSTITUTIONAL 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
II. Election of Messrs. (01) Biggar, (02) Dill, (03) Hale, For All Withhold All For All Except: To withhold authority
(04) Langton, (05) Saunders, and (06) Van Benschoten to vote, mark "For
and Drs. (07) Gruber and (08) Herring as Trustees of All Except" and write
the Boards. the nominee's number
on the line below.
------------------
VOTE ON PROPOSALS
IA. Approval of New III. Ratification of the
Investment Advisory selection of
Agreement with Bankers PricewaterhouseCoopers
Trust Company FOR AGAINST ABSTAIN LLP as the independent
accountants of the
Fund and its
corresponding
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 Receipt of the Notice and the Joint Proxy Statement, dated
Investment Sub-advisory August 23, 1999 (the "Proxy Statement"), is hereby
Agreement with Bankers acknowledged.
Trust Company FOR AGAINST ABSTAIN
- ------------------------------------ ------------ ------------------------------- -------------
- ------------------------------------ ------------ ------------------------------- -------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT INSTITUTIONAL FUNDS
[BT ALEX. BROWN] INSTITUTIONAL CASH RESERVES
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street
Baltimore, Maryland 21202-3220 PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
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.
To vote by Telephone
1) Read the Proxy Statement and have the Proxy card below at THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
hand. TRUSTEES WITH RESPECT TO YOUR FUND. THE BOARD OF
2) Call 1-800-690-6903. TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II
3) Enter the 12-digit control number set forth on the Proxy AND III.
card and follow the simple instructions.
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
To vote by Internet DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INSTITUTIONAL CASH RESERVES
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
II. Election of Messrs. (01) Biggar, (02) Dill, (03) Hale, For All Withhold All For All Except: To withhold authority
(04) Langton, (05) Saunders, and (06) Van Benschoten to vote, mark "For
and Drs. (07) Gruber and (08) Herring as Trustees of All Except" and write
the Boards. the nominee's number
on the line below.
------------------
VOTE ON PROPOSALS
IA. Approval of New III. Ratification of the
Investment Advisory selection of
Agreement with Bankers PricewaterhouseCoopers
Trust Company FOR AGAINST ABSTAIN LLP as the independent
accountants of the
Fund and its
corresponding
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 Receipt of the Notice and the Joint Proxy Statement, dated
Investment Sub-advisory August 23, 1999 (the "Proxy Statement"), is hereby
Agreement with Bankers acknowledged.
Trust Company` FOR AGAINST ABSTAIN
- ------------------------------------ ------------ ------------------------------- -------------
- ------------------------------------ ------------ ------------------------------- -------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
FORM OF PROXY CARD
<TABLE>
<CAPTION>
<S> <C>
[BANKERS TRUST LOGO] BT INSTITUTIONAL FUNDS
[BT ALEX. BROWN] INSTITUTIONAL TREASURY MONEY FUND
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street
Baltimore, Maryland 21202-3220 PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
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.
To vote by Telephone
1) Read the Proxy Statement and have the Proxy card below at THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
hand. TRUSTEES WITH RESPECT TO YOUR FUND. THE BOARD OF
2) Call 1-800-690-6903. TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II
3) Enter the 12-digit control number set forth on the Proxy AND III.
card and follow the simple instructions.
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
To vote by Internet DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INSTITUTIONAL 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
II. Election of Messrs. (01) Biggar, (02) Dill, (03) Hale, For All Withhold All For All Except: To withhold authority
(04) Langton, (05) Saunders, and (06) Van Benschoten to vote, mark "For
and Drs. (07) Gruber and (08) Herring as Trustees of All Except" and write
the Boards. the nominee's number
on the line below.
------------------
VOTE ON PROPOSALS
IA. Approval of New III. Ratification of the
Investment Advisory selection of
Agreement with Bankers PricewaterhouseCoopers
Trust Company FOR AGAINST ABSTAIN LLP as the independent
accountants of the
Fund and its
corresponding
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 Receipt of the Notice and the Joint Proxy Statement, dated
Investment Sub-advisory August 23, 1999 (the "Proxy Statement"), is hereby
Agreement with Bankers acknowledged.
Trust Company FOR AGAINST ABSTAIN
- ------------------------------------ ------------ ------------------------------- -------------
- ------------------------------------ ------------ ------------------------------- -------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT INSTITUTIONAL FUNDS
[BT ALEX. BROWN] INTERNATIONAL EQUITY FUND
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT o CLASS I
MS 1-18-8 o CLASS II
One South Street One South Street
Baltimore, Maryland 21202-3220 Baltimore, Maryland 21202
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
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 A, IB AND IC, AS
To vote by Telephone VOTES AGAINST THE APPLICABLE PROPOSAL.
1) Read the Proxy Statement and have the Proxy card below at THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
hand. TRUSTEES WITH RESPECT TO YOUR FUND. THE BOARD OF
2) Call 1-800-690-6903. TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS IA, IB, IC, II
3) Enter the 12-digit control number set forth on the Proxy AND III.
card and follow the simple instructions.
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND
DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE
To vote by Internet ENCLOSED ENVELOPE.
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.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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
II. Election of Messrs. (01) Biggar, (02) Dill, (03) Hale, For All Withhold All For All Except: To withhold authority
(04) Langton, (05) Saunders, and (06) Van Benschoten to vote, mark "For
and Drs. (07) Gruber and (08) Herring as Trustees of All Except" and write
the Boards. the nominee's number
on the line below.
------------------
VOTE ON PROPOSALS
IA. Approval of New III. Ratification of the
Investment Advisory selection of
Agreement with Bankers PricewaterhouseCoopers
Trust Company FOR AGAINST ABSTAIN LLP as the independent
accountants of the
Fund and its
corresponding 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 Receipt of the Notice and the Joint Proxy Statement, dated
Investment Sub-advisory August 23, 1999 (the "Proxy Statement"), is hereby
Agreement with Bankers acknowledged.
Trust Company FOR AGAINST ABSTAIN
- ------------------------------------ ------------ ------------------------------- -------------
- ------------------------------------ ------------ ------------------------------- -------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT INSTITUTIONAL FUNDS
[BT ALEX. BROWN] EQUITY 500 INDEX FUND
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street
Baltimore, Maryland 21202-3220
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
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.
To vote by Telephone
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
1) Read the Proxy Statement and have the Proxy card below at WITH RESPECT TO YOUR FUND. THE BOARD OF TRUSTEES RECOMMENDS
hand. A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
2) Call 1-800-690-6903.
3) Enter the 12-digit control number set forth on the Proxy UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE
card and follow the simple instructions. 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:
KEEP THIS PORTION FOR YOUR RECORDS.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
EQUITY 500 INDEX 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
II. Election of Messrs. (01) Biggar, (02) Dill, (03) Hale, For All Withhold All For All Except: To withhold authority
(04) Langton, (05) Saunders, and (06) Van Benschoten to vote, mark "For
and Drs. (07) Gruber and (08) Herring as Trustees of All Except" and write
the Boards. the nominee's number
on the line below.
------------------
VOTE ON PROPOSALS
IA. Approval of New III. Ratification of the
Investment Advisory selection of
Agreement with Bankers PricewaterhouseCoopers LLP
Trust Company FOR AGAINST ABSTAIN as the independent
accountants of the
Fund and its
corresponding 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 Receipt of the Notice and the Joint Proxy Statement, dated
Investment Sub-advisory August 23, 1999 (the "Proxy Statement"), is hereby
Agreement with Bankers acknowledged.
Trust Company FOR AGAINST ABSTAIN
- ------------------------------------ ------------ ------------------------------- -------------
- ------------------------------------ ------------ ------------------------------- -------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
FORM OF PROXY CARD
<TABLE>
<S> <C>
[BANKERS TRUST LOGO] BT INSTITUTIONAL FUNDS
[BT ALEX. BROWN] INSTITUTIONAL LIQUID ASSETS FUND
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street
Baltimore, Maryland 21202-3220
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
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.
To vote by Telephone
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
1) Read the Proxy Statement and have the Proxy card below at WITH RESPECT TO YOUR FUND. THE BOARD OF TRUSTEES RECOMMENDS
hand. A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
2) Call 1-800-690-6903.
3) Enter the 12-digit control number set forth on the Proxy UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE
card and follow the simple instructions. 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:
KEEP THIS PORTION FOR YOUR RECORDS.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INSTITUTIONAL LIQUID ASSETS 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
II. Election of Messrs. (01) Biggar, (02) Dill, (03) Hale, For All Withhold All For All Except: To withhold authority
(04) Langton, (05) Saunders, and (06) Van Benschoten to vote, mark "For
and Drs. (07) Gruber and (08) Herring as Trustees of All Except" and write
the Boards. the nominee's number
on the line below.
------------------
VOTE ON PROPOSALS
IA. Approval of New III. Ratification of the
Investment Advisory selection of
Agreement with Bankers PricewaterhouseCoopers
Trust Company FOR AGAINST ABSTAIN LLP as the independent
accountants of the
Fund and its
corresponding
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 Receipt of the Notice and the Joint Proxy Statement, dated
Investment Sub-advisory August 23, 1999 (the "Proxy Statement"), is hereby
Agreement with Bankers acknowledged.
Trust Company FOR AGAINST ABSTAIN
- ------------------------------------ ------------ ------------------------------- -------------
- ------------------------------------ ------------ ------------------------------- -------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
FORM OF PROXY CARD
<TABLE>
<CAPTION>
<S> <C>
[BANKERS TRUST LOGO] BT PYRAMID MUTUAL FUNDS
[BT ALEX. BROWN] BT INSTITUTIONAL ASSET MANAGEMENT FUND
MUTUAL FUND SERVICES -- LEGAL DEPARTMENT
MS 1-18-8 One South Street
Baltimore, Maryland 21202
One South Street
Baltimore, Maryland 21202-3220
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
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.
To vote by Telephone
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
1) Read the Proxy Statement and have the Proxy card below at WITH RESPECT TO YOUR FUND. THE BOARD OF TRUSTEES RECOMMENDS
hand. A VOTE FOR PROPOSALS IA, IB, IC, II AND III.
2) Call 1-800-690-6903.
3) Enter the 12-digit control number set forth on the Proxy UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE
card and follow the simple instructions. 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:
KEEP THIS PORTION FOR YOUR RECORDS.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BT INSTITUTIONAL ASSET 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
II. Election of Messrs. (01) Biggar, (02) Dill, (03) Hale, For All Withhold All For All Except: To withhold authority
(04) Langton, (05) Saunders, and (06) Van Benschoten to vote, mark "For
and Drs. (07) Gruber and (08) Herring as Trustees of All Except" and write
the Boards. the nominee's number
on the line below.
------------------
VOTE ON PROPOSALS
IA. Approval of New III. Ratification of the
Investment Advisory selection of
Agreement with Bankers PricewaterhouseCoopers
Trust Company FOR AGAINST ABSTAIN LLP as the independent
accountants of the
Fund and its
corresponding 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 Receipt of the Notice and the Joint Proxy Statement, dated
Investment Sub-advisory August 23, 1999 (the "Proxy Statement"), is hereby
Agreement with Bankers acknowledged.
Trust Company FOR AGAINST ABSTAIN
- ------------------------------------ ------------ ------------------------------- -------------
- ------------------------------------ ------------ ------------------------------- -------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
</TABLE>
<PAGE>
August 23, 1999
IMPORTANT NEWS
FOR SHAREHOLDERS OF BT [INSTITUTIONAL] [PYRAMID] 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.
The combined entity 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.
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 DOES THE BOARD OF TRUSTEES OF MY BT MUTUAL FUND RECOMMEND THAT I
VOTE?
A. After careful consideration, the Board of Trustees of your BT Mutual
Fund recommends 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:
o By mail, with the enclosed proxy card(s) and return envelope.
o By telephone, with a toll-free call to the telephone number that
appears on your proxy card.
o Through the Internet, by using the Internet address located on
your proxy card and following the instructions on the site.
o 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.
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:
o The merger has no effect on the number of shares you own or the
value of those shares.
o The advisory fees payable under the new advisory agreements have not
increased.
o 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:
o Read all enclosed materials including the Questions & Answers
section.
o 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.
Sincerely,
/S/ Daniel O. Hirsch
Daniel O. Hirsch
Secretary
BT Mutual Funds
2
<PAGE>
CUSIP #055924500
055924104
055924203
055924872
055924864
055924856
055924849
055847404
