SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CONSULTING GROUP CAPITAL MARKETS FUNDS
(Name of Registrant as Specified In Its Charter)
James B. O'Connell
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to
Exchange Act Rule 0-11:1
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1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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CONSULTING GROUP CAPITAL MARKETS FUNDS
388 Greenwich Street
New York, New York 10013
____________________
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
To Be Held on March 2, 1995
_____________________
To the Shareholders of:
Notice is hereby given that a Special Meeting of Shareholders of
Consulting Group Capital Markets Funds (the "Trust") will be held at 388
Greenwich Street, New York, New York 10013 on March 2, 1995, commencing at
12:00 noon.
The Special Meeting is held for the purposes of:
1. approving or disapproving for Large Capitalization Growth Investments
a new investment advisory agreement with Provident Investment Counsel -
LARGE CAPITALIZATION GROWTH INVESTMENTS ONLY;
2. approving or disapproving for Small Capitalization Value Equity
Investments a proposed investment advisory agreement with Wells Fargo Nikko
Investment Advisors - SMALL CAPITALIZATION VALUE EQUITY INVESTMENTS;
3. approving or disapproving for Small Capitalization Growth Investments
a proposed investment advisory agreement with Mellon Capital Management -
SMALL CAPITALIZATION GROWTH INVESTMENTS ONLY;
4. approving or disapproving for Small Capitalization Growth Investments
an amended and restated investment advisory agreement with Pilgrim Baxter &
Associates, Ltd. - SMALL CAPITALIZATION GROWTH INVESTMENTS ONLY;
5. approving or disapproving for International Equity Investments a
proposed investment advisory agreement with State Street Global Advisors -
INTERNATIONAL EQUITY INVESTMENTS ONLY;
6. approving or disapproving for International Equity Investments an
amended and restated investment advisory agreement with Oechsle
International Advisors, L.P. - INTERNATIONAL EQUITY INVESTMENTS ONLY; and
7. considering and acting upon such other business as may properly come
before the Special Meeting and any adjournments thereof.
The close of business on January 3, 1995, has been fixed as the
record date for the determination of shareholders of the Trust entitled to
notice of and to vote at the Special Meeting and any adjournments thereof.
By Orde r of the Board of Trustees,
Christina T. Sydor
Secretary
January 6, 1995
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY CARDS IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER
EXECUTION OF
PROXY CARDS ARE SET FORTH ON THE FOLLOWING PAGE.
IT IS IMPORTANT THAT PROXY CARDS
BE RETURNED PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy card(s) may be of
assistance to and avoid the time and expense to the Trust involved in
validating your vote if you fail to sign your proxy card(s) properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on the
proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. .................................... ABC Corp.
(2) ABC Corp. .................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer ..... John Doe
(4) ABC Corp. Profit Sharing Plan ... John Doe, Trustee
Trust Accounts
(1) ABC Trust ..................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 ...................... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) Estate of John B. Smith .................... John B. Smith, Jr.,
Executor
SPECIAL MEETING OF SHAREHOLDERS
March 2, 1995
CONSULTING GROUP CAPITAL MARKETS FUNDS
388 Greenwich Street
New York, New York 10013
______________________
PROXY STATEMENT
INTRODUCTION
This document is a proxy statement for the Consulting Group Capital
Markets Funds (the "Trust"). This proxy statement is being furnished to
the shareholders of the Trust in connection with the Trust's Board of
Trustees' (the "Board") solicitation of proxies to be used at the special
meeting of shareholders of the Trust, to be held on March 2, 1995, or any
adjournment or adjournments thereof (the "Meeting"). The Meeting will be
held at 388 Greenwich Street, New York, New York at 12:00 noon. This
proxy statement and accompanying proxy card(s) are first being mailed on
or about January 6, 1995. Proxy solicitations will be made primarily by
mail, but proxy solicitations also may be made by telephone, telegraph or
personal interviews conducted by officers and employees of the Trust;
Smith Barney Inc. ("Smith Barney"); Smith Barney Mutual Funds Management
Inc. ("SBMFM"), the administrator for the Trust, of which the Consulting
Group (the "Consulting Group" or the "Manager"), the investment manager
of the Trust, is a part; The Boston Company Advisors, Inc. ("Boston
Advisors"), an indirect wholly owned subsidiary of Mellon Bank
Corporation ("Mellon"), the sub-administrator for the Trust; and/or The
Shareholder Services Group, Inc. ("TSSG"), a subsidiary of First Data
Corporation, the transfer agent for the Trust. The cost of the proxy
solicitation is anticipated to be $_______. A portion of the cost of the
solicitation will be born by Provident Investment Counsel. The Trust
will reimburse brokerage firms and others for their expenses in
forwarding solicitation material to the beneficial owners of Trust
shares.
The Trust has an unlimited number of shares of beneficial interest,
par value $0.001 per share, which are divided among twenty-five sub-
trusts ("Portfolios") of the Trust. Shares of thirteen of such
Portfolios are currently offered for sale to shareholders. Holders of
shares of each Portfolio have equal voting rights of one vote per share
and any fractional share is entitled to a fractional vote. The Proposals
to approve or disapprove new or amended advisory agreements will be
submitted to a vote of the shareholders of the Portfolios of the Trust
indicated below:
Proposal
Advisory Agreement With
Portfolio
1.
Provident Investment Counsel
Large Cap. Growth
2.
Wells Fargo Nikko Investment
Advisors
Small Cap. Value
Equity
3.
Mellon Capital Management
Small Cap. Growth
4.
Pilgrim Baxter & Associates,
Inc.
Small Cap. Growth
Proposal
Advisory Agreement With
Portfolio
5.
State Street Global Advisors
International Equity
6.
Oechsle International Advisors,
L.P.
International Equity
If an enclosed proxy is properly executed and returned in time to
be voted at the Meeting, the shares represented thereby will be voted in
accordance with the instruction marked thereon. Unless instructions to
the contrary are marked thereon, a proxy will be voted FOR the matters
listed in the accompanying Notice of Special Meeting of Shareholders.
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is,
proxies from brokers or nominees indicating that such 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. For this reason,
abstentions and broker non-votes will have the effect of a "no" vote for
purposes of obtaining the requisite approval of each Proposal. Any
shareholder who has given a proxy has the right to revoke it at a time
prior to its exercise either by attending the Meeting and voting his or
her shares in person or by submitting a letter of revocation or a later-
dated proxy to the Trust at the above address prior to the date of the
meeting.
In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of
proxies. In determining whether to adjourn the Meeting, the following
factors may be considered: the nature of the proposals that are the
subject of the 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 meeting in person or by proxy. A shareholder vote may be taken on
one of the proposals in this proxy statement prior to any adjournment if
sufficient votes have been received for approval. Under the Master Trust
Agreement of the Trust, dated April 12, 1991, as amended from time, a
quorum is constituted by the presence in person or by proxy of the
holders of a majority of the outstanding shares entitled to vote on the
particular matter at the Meeting.
The Board has fixed the close of business on January 3, 1994 as the
record date (the "Record Date") for the determination of shareholders of
the Trust entitled to notice of and to vote at the meeting. At the close
of business on the Record Date, the following numbers of shares of each
Portfolio currently offered by the Trust were issued and outstanding:
Name of Portfolio Shares Outstanding
Government Money Investments
Intermediate Fixed Income Investments
Long-Term Bond
Municipal Bond Investments
Mortgage Backed Investments
Large Capitalization Value Equity Investments
Small Capitalization Value Equity Investments
Large Capitalization Growth Investments
Small Capitalization Growth Investments
International Equity Investments
International Fixed Income Investments
Balanced Investments
Emerging Markets Equity Investments
As of the Record Date, to the knowledge of the Trust and its Board,
no single shareholder or "group" (as that term is used in Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
except as set forth in the table below, beneficially owned more than 5%
of the outstanding shares of any Portfolio. As of the Record Date, the
officers and Board members of the Trust as a group beneficially owned
less than 1% of the shares of the Trust or of any Portfolio of the Trust.
[TABLE]
Approval of proposals 1 through 6 requires the affirmative vote of
a "majority of the outstanding voting securities" of each respective
Portfolio which, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), means the lesser of (a) 67% of the Portfolio's
shares present at a meeting of its shareholders if the owners of more
than 50% of the shares of the Portfolio then outstanding are present in
person or by proxy or (b) more than 50% of the Portfolio's outstanding
shares ("Majority Vote").
Separate proxy cards are enclosed for each Portfolio in which a
shareholder is a record owner of shares. It is therefore essential that
shareholders complete, date and sign each proxy card.
The Trust will furnish, without charge, a copy of the Trust's 1994
Annual Report, which was previously mailed to shareholders. Shareholders
who desire a copy of the Annual Report should return the self-addressed
postage paid card that accompanies this proxy statement.
In order that a shareholder's shares may be represented at the
Meeting, shareholders are required to allow sufficient time for their
proxies to be received on or before 12:00 noon on March 2, 1992.
PROPOSAL 1: LARGE CAPITALIZATION GROWTH INVESTMENTS ONLY
TO APPROVE OR DISAPPROVE FOR LARGE CAPITALIZATION GROWTH
INVESTMENTS AN INVESTMENT ADVISORY AGREEMENT WITH PROVIDENT INVESTMENT
COUNSEL
Background
Shareholders must consider a new subadvisory agreement for the Fund
as a result of a proposed transaction (the "Proposed Transaction")
whereby United Asset Management Corporation ("UAM") would acquire
substantially all of the assets of PIC, a current investment adviser of
Large Capitalization Growth Investments ("Large Capitalization Growth").
UAM would then contribute such assets to an indirect, wholly-owned
subsidiary of UAM, PIC Newco, which would carry on the business of PIC
under PIC's current name. (PIC and PIC Newco are hereinafter sometimes
collectively referred to as the "Adviser"). The Proposed Transaction
represents an ownership change and, as such, has the effect of
terminating the existing advisory agreement. Accordingly, shareholders
are being asked to approve a "new" advisory agreement (the "New PIC
Advisory Agreement") embodying exactly the same terms and fees with the
Adviser under its new ownership. The Trust's Board of Trustees has
approved the New PIC Advisory Agreement, subject to approval by the
shareholders Large Capitalization Growth, to become effective on the
consummation of the Proposed Transaction.
The Advisory Agreement
PIC currently serves as an adviser for Large Capitalization Growth
under an investment advisory agreement (the "PIC Advisory Agreement")
dated March 3, 1994. The Existing PIC Advisory Agreement provides for
its automatic termination in the event of a legal assignment or change in
ownership of the Adviser. The shareholders of the Portfolio approved the
Existing PIC Advisory Agreement on March 3, 1994. Under the Existing PIC
Advisory Agreement, PIC is entitled to receive from the Adviser an annual
fee of .30% of the average daily net assets of Large Capitalization
Growth by a fraction, the numerator of which is the average daily net
asses of Large Capitalization Growth allocated to PIC for management and
the denominator of which is the average daily net asset value of Large
Capitalization Growth..
Except for different effective and termination dates, the terms of
the New PIC Advisory Agreement are identical in all respects to the terms
of the Existing PIC Advisory Agreement. A form of the New PIC Advisory
Agreement is attached to this Proxy Statement as Exhibit A, and the
description set forth in this Proxy Statement of the New PIC Advisory
Agreement is qualified in its entirety by reference to Exhibit A.
The Acquisition Agreement
UAM, PIC and the stockholders of PIC (the "Stockholders") have
entered into an acquisition agreement (the "Acquisition Agreement") which
contemplates that PIC will become a wholly-owned subsidiary of UAM. In
addition, the Acquisition Agreement contemplates that certain key
personnel of PIC will enter into employment agreements with PIC Newco.
This will assure that PIC Newco will continue to operate with its same
investment personnel and officers. The same persons who are presently
responsible for the investment policies of PIC will continue to direct
the investment policies of PIC Newco following the acquisition. No
changes in PIC's method of operation, or the location where it conducts
its business, are contemplated.
The Acquisition Agreement provides that PIC will sell UAM
substantially all of the assets of PIC, including advisory contracts,
customer lists, books, records, all goodwill associated with the assets
being sold and the exclusive right to use the name of PIC as all or part
of a trade or corporate name. The purchase price is payable in a
combination of cash, common stock of UAM, promissory notes of UAM and
warrants to purchase UAM stock which are exercisable on or before the
year 2002. The cash portion of the purchase price is approximately $262
million. The UAM common stock is expected to have a value of $67
million. The warrants have been assigned an approximate value of
$500,000. The UAM notes will have a value slightly in excess of $20
million. In addition, UAM will make certain cash bonus payments. The
total purchase price is subject to certain preclosing adjustments and
conditions. In addition, UAM has agreed to pay additional amounts in the
form of incentives tied to performance and assets under management over
the next three years.
UAM, PIC Newco and certain of the Stockholders have also agreed to
enter into a revenue sharing agreement to allow the key executives of PIC
to participate in PIC Newco's growth in a substantial manner and make
operating decisions freely within the limits of PIC Newco's share of
revenues. The revenue sharing agreement recites that PIC key executives
will continue to have authority over the investment management process.
Section 15 (f) of the 1940 Act provides that when a change in the
control of an investment adviser occurs, the investment adviser or any of
its affiliated persons may receive any amount or benefit in connection
therewith as long as two conditions are satisfied. First, an "unfair
burden" must not be imposed on the investment company as a result of the
transaction relating to 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. The term "unfair
burden," as defined in the 1940 Act, includes any arrangement during the
two-year period after the change in control whereby the investment
adviser (or predecessor or successor adviser), or any interested person
of any 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 of
securities or other property to, from, or on behalf of the investment
company (other than fees for bona fide principal underwriting services).
No such compensation arrangements are contemplated in the Proposed
Transaction. In the Acquisition Agreement, PIC and PIC Newco have agreed
to use their best efforts to ensure that nothing within their reasonable
control will cause the imposition of an unfair burden on the Portfolio
during the three-year period following the Closing Date.
The second condition is that, during the three-year period
immediately following consummation of the transaction, at least 75% of
the investment company's board of trustees must not be "interested
persons" of the investment adviser or predecessor investment adviser
within the meaning of the 1940 Act. In the Acquisition Agreement, PIC
and PIC Newco have agreed to use their best efforts to ensure that the
second condition is met.
There are a number of conditions precedent to the closing of the
Proposed Transaction. Such conditions include, among other things, that
all regulatory filings, applications and notifications and all third-
party consents will have been duly and properly made or obtained, and
that consents required by applicable law will have been obtained from a
specified percentage of PIC's current clients.
If the conditions for the Proposed Transaction are not met and the
acquisition is not completed, the Existing PIC Advisory Agreement will
remain in effect. In the event the acquisition is completed but the New
PIC Advisory Agreement is not approved by Large Capitalization Growth's
shareholders, the Trustees and the Manager will promptly seek to enter a
new subadvisory arrangement for Large Capitalization Growth, subject to
approval by the Large Capitalization Growth's shareholders.
During fiscal year ended August 31, 1994, the Adviser paid PIC
[enter amount] in advisory fees.
PIC, a California corporation with offices at Corporate Center, 300
North Lake Avenue, Pasadena, California 91101, is owned by the
Stockholders (as defined above). PIC is registered under the Investment
Company Act. PIC Newco, a Massachusetts corporation and an indirect
wholly-owned subadvisory of UAM, will, as of the Closing Date, be
registered under the Investment Advisers Act, have the same address, and
employ the same key personnel, as PIC did previously. The New PIC
Advisory Agreement was approved by the Board of Trustees of the Trust,
including a majority of the non-interested Trustees (those trustees who
are not parties to the New Agreement, or interested persons of such
parties), at a meeting held for such purpose on December 14, 1994, and is
now being submitted for approval by the shareholders of Large
Capitalization Growth.
The principal executive officer and trustees of PIC are shown
below. The address of each, as it relates to his duties at PIC, is the
same as that of PIC.
Name and Position with PIC
Principal Occupation
Robert M. Kommerstad
President and Chairman of the
Board
Chief Executive Officer and
Chairman of the Board
Jeffrey J. Miller
Managing Director and Secretary
Managing Director
Thomas J. Condon
Managing Director
Managing Director
George E. Handtmann, III
Managing Director
Managing Director
Larry D. Tashjian
Managing Director
Managing Director
Bernard James Johnson
Chairman Emeritus
Chairman Emeritus
After the acquisition, the PIC Newco will be an indirect, wholly-
owned subsidiary of United Asset Management Corporation, a New York Stock
Exchange listed holding company principally engaged, through affiliated
firms, in providing institutional investment management services and
acquiring institutional investment management firms like PIC. Its
wholly-owned subsidiaries operate as investment advisers, and, as of
November 1994, the UAM group had collectively more than $102 billion of
assets under management. The investment management firms that comprise
the UAM group are located throughout the United States. UAM strives for
diversification in the variety of asset classes with regard to which its
investment advisory subsidiaries provide investment management services.
UAM's corporate headquarters is located at One International Place,
Boston, Massachusetts 02110.
After the acquisition, the Subadviser will be a direct subsidiary
of United Asset Management Holdings, Inc. ("UAM Holdings"). UAM
Holdings' address is 103 Springer Building, 3411 Silver Side Road,
Wilmington, Delaware 19810.
Trustees' Consideration
The Board of Trustees believes that the terms of the New PIC
Advisory Agreement are fair to, and in the best interest of, the Trust,
Large Gapitalization Growth, and its shareholders. The Board of
Trustees, including all of the non-interested Trustees, recommends
approval by the shareholders of the New PIC Advisory Agreement between
PIC Newco and the Manager. In making this recommendation, the Trustees
carefully evaluated the experience of the PIC's key personnel in
institutional investing, the quality of services PIC Newco is expected to
provide to Large Capitalization Growth, and the compensation proposed to
be paid to PIC Newco, and have given careful consideration to all factors
deemed to be relevant to Large Capitalization Growth, including, but not
limited to: (1) the fee and expense ratios of comparable mutual funds;
(2) the performance of Large Capitalization Growth since commencement of
operations; (3) the nature and quality of the services expected to be
rendered to Large Capitalization Growth by the PIC Newco; (4) the
distinct investment objective and policies of Large Capitalization
Growth; (5) that the compensation payable to PIC Newco by the Manager
under the proposed New PIC Advisory Agreement will be at the same rate as
the compensation now payable to the Adviser under the Existing PIC
Advisory Agreement; (6) that the terms of the Existing PIC Advisory
Agreement will be unchanged under the New PIC Advisory Agreement except
for different effective and termination dates; (7) the history,
reputation, qualification and background of PIC and UAM, as well as the
qualifications of their personnel and their respective financial
conditions; (8) the commitment of the parties to the Acquisition
Agreement to pay or reimburse the Trust for the expenses of the Trust
incurred in connection with the Proposed Transaction; (9) PIC's
investment performance records; (10) the benefits expected to be realized
as a result of PIC Newco's affiliation with UAM; and (11) other factors
deemed relevant.
PIC has advised the Board of Trustees that it expects that there
will be no dilution in the scope and quality of advisory services
provided to Large Capitalization Growth as a result of the Proposed
Transaction. Accordingly, the Board of Trustees believes that Large
Capitalization Growth should receive investment advisory services under
the New PIC Advisory Agreement equal or superior to those they currently
receive under the Existing PIC Advisory Agreement, at the same fee
levels.
Please refer to Exhibit B to this Proxy Statement, which identifies
all investment companies for which PIC serves as investment subadviser or
adviser, states the size of such investment companies and PIC's rate of
compensation under the applicable advisory or subadvisory contract, and
indicates whether PIC has agreed to waive or reduce its compensation
under any such contract involving such investment companies.
Required Vote
Approval of the New PIC Advisory Agreement requires a Majority Vote
of the outstanding shares of Large Capitalization Growth.
THE TRUSTEES, INCLUDING ALL THE INDEPENDENT TRUSTEES, RECOMMEND
THAT SHAREHOLDERS OF LARGE CAPITALIZATION GROWTH INVESTMENTS VOTE "FOR"
THE NEW ADVISORY AND PIC.
PROPOSAL 2: SMALL CAPITALIZATION VALUE EQUITY INVESTMENTS
ONLY
TO APPROVE OR DISAPPROVE FOR SMALL CAPITALIZATION VALUE AN
INVESTMENT ADVISORY AGREEMENT WITH WELLS FARGO NIKKO INVESTMENT ADVISORS
The second proposal to be considered at the Meeting is the approval
of a proposed investment advisory agreement (the "WFNIA Advisory
Agreement") between the Manager and Wells Fargo Nikko Investment Advisors
("WFNIA"), pursuant to which WFNIA will act as a co-adviser of Small
Capitalization Value Equity Investments ("Small Capitalization Value").
The WFNIA Advisory Agreement is being submitted to shareholders of Small
Capitalization Value as required by the 1940 Act, which requires that
shareholders must grant prior approval for any new investment advisory
agreement.
On November __, 1994, the advisory agreement between the Manager
and Thorsell, Parker Partners Inc., pursuant to which Thorsell, Parker
Partners Inc. served as a co-adviser of Small Capitalization Value, was
terminated at the request of the Manager. Since that time, all of the
assets of Small Capitalization Value have been managed by Small
Capitalization Value's remaining co-adviser, NFJ Investment Group
("NFJ"). It is intended that, upon shareholder approval of the WFNIA
Advisory Agreement, the Manager will allocate a portion of Small
Capitalization Value's assets to be advised by WFNIA.
WFNIA's principal offices are located at 45 Fremont Street, 17th
Floor, San Francisco, California, 94165. WFNIA is a partnership owned
50% by Wells Fargo Investment Advisors, a wholly owned subsidiary of
Wells Fargo Bank, and 50% by The Nikko Building USA, Inc., a wholly owned
subsidiary of the Nikko Securities Co., Ltd., a Japanese securities firm.
The address of Wells Fargo Bank is __________, The address of Nikko
Securities Co., Ltd. is __________. WFNIA is registered with the
Securities and Exchange Commission as an investment adviser and, as of
September 30, 1994, had assets under management of $161.5 billion. The
names of the investment companies, including those with investment
objectives similar to Small Capitalization Value, for which WFNIA
provides services, the amount of their net assets and the annual rate of
WFNIA's fees for its services to those companies are set forth in Exhibit
C attached hereto.
The name, position with WFNIA and principal occupation of the
members of the management committee and the principal executive officers
of WFNIA are set forth below. The address of each, as it relates to
his/her duties at WFNIA, is the same as that of WFNIA.
Name and Position with NFIA
Principal Occupation
Masao Yuki
Member of Management Committee
Director,
The Nikko Securities Co.,
Ltd.
Andrea Maria Zulberti
Managing Director
Chief Financial Officer
Chief Financial Officer
William F. Zuendt
Member of Management Committee
Vice Chairman
Wells Fargo Bank, N.A.
Frederick L.A. Grauer
Chairman
Chairman
Donald Luskin
Managing Director
CEO
Managing Director
CEO
Clyde Ostler
Members of Management Committee
Vice Chairman
Retail Banking
Wells Fargo Bank, N.A.
Christina Polischuj
Managing Director
Chief Counsel
Chief Counsel
Yuji Shirakawa
Member of Management Committee
Deputy President
The Nikko Securities Co.,
Ltd.
The WFNIA Advisory Agreement was approved by the Trustees,
including the Trustees who are not "interested persons" to any party to
the Agreement ("Independent Board Members"), on December 14, 1994, and
such approval was made expressly subject to subsequent shareholder
approval of such agreement. A copy of the form of the WFNIA Advisory
Agreement is set forth as Exhibit A to this proxy statement. Under the
terms of the WFNIA Advisory Agreement, WFNIA will manage a portion of
Small Capitalization Value's assets, subject to the supervision of the
Consulting Group and the Board, in accordance with the investment
objective and stated investment policies of Small Capitalization Value.
In addition, WFNIA will make investment decisions for Small
Capitalization Value, place orders to purchase and sell investments for
Small Capitalization Value and employ professional portfolio managers and
securities and futures analysts who will provide research services to
WFNIA.
Under the terms of the WFNIA Advisory Agreement, the Consulting
Group will pay to WFNIA a fee that is computed daily and paid monthly at
the annual rate of 0.30% of the value of Small Capitalization Value's
average daily net assets multiplied by a fraction, the numerator of which
is the average daily net assets of Small Capitalization Value allocated
to PIC for management and the denominator of which is the average daily
net asset value of Small Capitalization Value.
Trustees Consideration
The Board of Trustees believes that the terms of the WFNIA Advisory
agreement are fair to, and in the best interest of, the Trust, Small
Capitalization Value, and its shareholders. The Board of Trustees,
including all of the non-interested Trustees, recommends approval by the
shareholders of the WFNIA Advisory Agreement between WFNIA and the
manager. In making this recommendation, the Trustees carefully evaluated
the experience of WFNIA's key personnel in institutional investing, the
quality of services WFNIA is expected to provide to Small Capitalization
Value, and the compensation proposed to be paid to WFNIA, and have given
careful consideration to all factors deemed to be relevant to Small
Capitalization Value, including, but not limited to: (1) the fee and
expense ratios of comparable mutual funds; (2) the performance of Small
Capitalization Value since commencement of operations; (3) the nature and
quality of the services expected to be rendered to Small Capitalization
Value by WFNIA; (4) the distinct investment objective and policies of
Small Capitalization Value; (5) that the compensation payable to WFNIA by
the Manager under the WFNIA Advisory Agreement will be at the same rate
as the compensation now payable to NFJ under the existing advisory
agreement with NFJ; (6) the history, reputation, qualification and
background of WFNIA, as well as the qualifications of WFNIA's personnel
and its financial condition; (7) WFNIA's investment performance records;
and (8) other factors deemed relevant.
Required Vote
Approval of the WFNIA Advisory Agreement requires a Majority Vote
of the outstanding shares of Small Capitalization Value. Failure to
obtain the requisite vote for approval of the WFNIA Advisory Agreement
will result in NFJ continuing as the sole Investment Adviser to Small
Capitalization Value.
THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHAREHOLDERS OF SMALL CAPITALIZATION VALUE VOTE "FOR"
ADOPTION OF THE WFNIA ADVISORY AGREEMENT.
PROPOSAL 3: SMALL CAPITALIZATION GROWTH INVESTMENTS
TO APPROVE OR DISAPPROVE FOR SMALL CAPITALIZATION GROWTH A PROPOSED
INVESTMENT ADVISORY AGREEMENT WITH MELLON CAPITAL MANAGEMENT CORPORATION
The third proposal to be considered at the Meeting is the approval
of a proposed investment advisory agreement (the "MCM Advisory
Agreement") between the Manager and Mellon Capital Management Corporation
("MCM"), pursuant to which MCM will act as a co-adviser of Small
Capitalization Growth Investments ("Small Capitalization Growth"). This
proposal is only relevant to the shareholders of Small Capitalization
Growth. The MCM Advisory Agreement is being submitted to shareholders of
Small Capitalization Growth as required by the 1940 Act, which provides
that shareholders must grant prior approval for any new investment
advisory agreement.
MCM, a Delaware corporation, is located at 595 Market Street, Suite
3000, San Francisco, California 94105. MCM is registered with the SEC as
an investment adviser and, as of __________, 1994, had over $30 billion
of assets under management. MCM is a wholly owned, indirect subsidiary
of Mellon. Mellon is located at One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258. The names of the investment companies, including
those with similar investment objectives, for which MCM provides advisory
services, the amount of their net assets and the annual rate of MCM's
fees for its services to those companies are set forth on Exhibit D
attached hereto.
The name, position with MCM, and the principal occupation of the
directors and principal executive officers of MCM are shown below: The
address of each, as it relates to his or her duties at MCM, is the same
as that of MCM.
Name and Position with MCM
Principal Occupation
Thomas F. Loeb
Chairman, CEO
Chairman, CEO
Robert M. Boyles
President, COO
President, COO
William L. Fouse
Chairman of Executive Committee
Chairman of Executive Committee
Mary Catherine Shouse
Executive Vice President -
Investment Research
Executive Vice President - Investment
Research
Brenda J. Oakly
Executive Vice President -
Corporate Operations, Chief
Administrative Officer
Executive Vice President - Corporate
Operations, Chief Administrative Officer
Thomas B. Hazuka
Executive Vice President -
Investment Management
Executive Vice President - Investment
Management
The MCM Advisory Agreement was approved by the Trustees, including
the Independent Board Members, on December 14, 1994, and such approval
was made expressly subject to subsequent shareholder approval of such
agreement. A copy of the form of the MCM Advisory Agreement is set forth
as Exhibit A to this proxy statement. Under the terms of the MCM
Advisory Agreement, MCM will manage a portion of Small Capitalization
Growth's assets, subject to the supervision of the Consulting Group and
the Board, in accordance with the investment objective and stated
investment policies of Small Capitalization Growth. In addition, MCM
will make investment decisions for Small Capitalization Growth, place
orders to purchase and sell investments for Small Capitalization Growth
and employ professional portfolio managers and securities and futures
analysts who will provide research services to MCM.
Under the terms of the MCM Advisory Agreement, the Consulting Group
will pay to MCM a fee that is computed daily and paid monthly at the
annual rate of 0.30% of the value of Small Capitalization Growth's
average daily net assets multiplied by a fraction, the numerator of which
is the average daily net assets of Small Capitalization Growth allocated
to PIC for management and the denominator of which is the average daily
net asset value of Small Capitalization Growth..
Trustees' Consideration
The Board of Trustees believes that the terms of the MCM Advisor
Agreement are fair to, and in the best interest of, the Trust, Small
Capitalization Growth, and its shareholders. The Board of Trustees,
including all of the non-interested Trustees, recommends approval by the
shareholders of the MCM Advisory Agreement between MCM and the manager.
In making this recommendation, the Trustees carefully calculated the
experience of MCM's key personnel in institutional investing, the quality
of services MCM is epxected to provide to Small Capitalization Growth,
and the compensation proposed to be paid to MCM, had have given careful
consideration to all factors deemed to be relevant to Small
Capitalization Growth, including, but not limited to: (1) the fee and
expense ratios of comparable mutual funds; (2) the performance of Small
Capitalization Growth since commencement of operations; (3) the nature
and quality of the services expected to be rendered to Small
Capitalization Growth by MCM; (4) the distinct investment objective and
policies of Small Capitalization Growth; (5) the history, reputation,
qualification and background of MCM, as well as the qualifications of
MCM's personnel and its respective financial condition; (6) MCM's
investment performance records; and (7) other factors deemed relevant.
Required Vote
Approval of the MCM Advisory Agreement requires a Majority Vote of
the outstanding shares of Small Capitalization Growth. Failure to obtain
the requisite vote for approval of the MCM Advisory Agreement, if the
Pilgrim Amended and restated Advisory Agreement (as that term is defined
below) is approved, will result in Pilgrim, Baxter & Associates Ltd.
continuing as the sole Investment Adviser to Small Capitalization Growth.
Failure to obtain the requisite vote for approval of both the MCM
Advisory Agreement and the Pilgrim Amended and Restated Advisory
Agreement will result in Pilgrim continuing to act as the sole investment
Adviser to Small Capitalization Growth pursuant to the Pilgrim's current
Advisory Agreement (as that term is defined below).
THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHAREHOLDERS OF SMALL CAPITALIZATION GROWTH VOTE "FOR"
ADOPTION OF THE MCM ADVISORY AGREEMENT.
PROPOSAL 4: SMALL CAPITALIZATION GROWTH INVESTMENTS ONLY
TO APPROVE OR DISAPPROVE FOR SMALL CAPITALIZATION GROWTH
INVESTMENTS AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT WITH
PILGRIM BAXTER & ASSOCIATES, LTD.
The fourth proposal to be considered at the meeting is the approval
of an amended and restated investment advisory agreement ("PBA Amended
and Restated Advisory agreement") with Pilgrim Baxter & Associates, Ltd
("PBA"). This proposal is only relevant to the sharholders of Small
Captalization Growth. The PBA Amended and Restate Advisory Agreement is
being submitted to shareholders of Small Capitalization Growth, as
required by the 1940 Act, which provides that sharholders must grant
prior approval for any amended and restated investment advisory
agreement.
PBA currently serves as investment adviser to Small Capitalization
Growth pursuant to an Investment Advisory Agreement dated July 30, 1993
(the "PBA Current Advisory Agreement"). The only material difference
between the PBA Current Advisory Agreement and the PBA Amended and
Restated Advisory Agreement is that the latter agreement provides for the
management of Small Capitalization Growth by more than one investment
adviser.
PBA has been registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act") since 1982 and is
controlled by Gary L. Pilgrim and Harold J. Baxter, each an officer of
PBA. PBA provides investment advisory services to various institutional
clients. As of __________, 1994, PBA had assets under management of
approximately $__ billion. PBA's principal executive offices are located
at, and the business address of its directors and officers is, 1255
Drummers Lane, Wayne, Pennsylvania 19087. The names of the investment
companies for which PBA provides services, the amounts of their net
assets and the annual rate of PBA's fees for its services to those
companies are set forth on Exhibit E attached hereto.
The names, positions and principal occupations of the officers and
directors of PBA are set forth below:
Name and
Position with PBA
Principal Occupation
Harold J. Baxter
President
President
Gary L. Pilgrim
Secretary and Treasurer
Chief Investment
Officer
The PBA's Amended and Restated Advisory Agreement was approved by
the Trustees, including the Independent Board Members, on December 14,
1994, and such approval was made expressly subject to subsequent
shareholder approval of such agreement. A copy of the form of the PBA
Amended and Restated Advisory Agreement is set forth as Exhibit A to this
proxy statement. Under the terms of the PBA Amended and Restated
Advisory Agreement, PBA will managed a portion of Small Capitalization
Growth's assets, subject to the supervision of the Consulting Group and
the Board, in accordance with the investment objective and stated
investment policies of Small Capitalization Growth. In addition,
Newbold's will make investment decisions for Small Capitalization Growth,
place orders to purchase and sell investments for Small Capitalization
Growth and employ professional portfolio managers and securities and
futures analysts who will provide research services to PBA.
Under the terms of the PBA Amended and Restated Advisory Agreement,
the Consulting Group will pay to PBA a fee that is computed daily and
paid monthly at the annual rate of 0.30% of the value of Small
Capitalization Growth's average daily net asses multiplied by a fraction,
the numerator of which is the average daily value of the net assets of
Small Capitalization Growth allocated to PBA for management and the
denominator of which is the average daily net asset value of Small
Capitalization Growth.
Trustees' Consideration
The Board of Trustees believes that the terms of the PBA Amended
and Restated Advisory Agreement are fair to, and in the best interest of,
the Trust, Small Capitalization Growth, and its shareholders. The Board
of Trustees, including all of the non-interested Trustees, recommends
approval by the shareholders of the PBA Amended and Restated Agreement
between PBA and the Manager. In making this recommendation, the Trustees
carefully evaluated the experience of PBA's key personnel in
institutional investing, the quality of services PBA has provided, and is
expected to provide, to Small Capitalization Growth, and the compensation
proposed to be paid to PBA, and have given careful consideration to all
factors deemed to be relevant to Small Capitalization Growth, including,
but not limited to: (1) the fee and expense ratios of comparable mutual
funds; (2) the performance of Small Capitalization Growth since
commencement of operations; (3) the nature and quality of the services
expected to be rendered to Small Capitalization Growth by PBA; (4) the
distinct investment objective and policies of Small Capitalization
Growth; (5) that the compensation payable to PBA by the manager under the
PBA Amended and Restated Advisory Agreement will be at the same rate as
the compensation now payable to PBA under the PBA Current Advisory
Agreement; (6) that the terms of the PBA Current Advisory Agreement will
be unchanged under the PBA Amended and Restated Advisory Agreement except
for allowing multiple investment advisers, as well as different effective
and termination dates; (7) the history, reputation, qualification and
background of the PBA, as well as the qualifications of PBA's personnel
and its financial conditions; (8) PBA's investment performance records;
and (9) other factors deemed relevant.
Required Vote
Approval of the PBA Amended and Restated Advisory Agreement
requires a Majority Vote of the outstanding shares of Small
Capitalization Growth. Failure to obtain the requisite vote for approval
of the PBA Amended and Restated Advisory Agreement, if the MCM Advisory
Agreement is approved, will result in the appointment of MCM as the sole
Investment Adviser to Small Capitalization Growth. Failure to obtain the
requisite vote for approval of both the PBA Amended and Restated Advisory
Agreement and the MCM Advisory Agreement will result in PBA's continuing
to act as the sole Investment Adviser to Small Capitalization Growth
under the PBA Current Advisory Agreement.
THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHARHOLDERS OF SMALL CAPITALIZATION GROWTH VOTE "FOR"
THE APPROVAL OF THE PBA AMENDED AND RESTATED ADVISORY AGREEMENT.
PROPOSAL 5: INTERNATIONAL EQUITY INVESTMENTS ONLY
TO APPROVE OR DISAPPROVE FOR INTERNATIONAL EQUITY INVESTMENTS A
PROPOSED INVESTMENT ADVISORY AGREEMENT WITH STATE STREET GLOBAL ADVISORS
The fifth proposal to be considered at the meeting is the approval
of a proposed investment advisory agreement (the "SSGA Advisory
Agreement") between the Manager and State Street Global Advisors
("Parametric"), pursuant to which SSGA will act as a co-adviser of
International Equity Investments ("International Equity"). This proposal
is only relevant to the shareholders of International Equity. The SSGA
Advisory Agreement is being submitted to sharholders of International
Equity as required by the 1940 Act, which provides that shareholders must
grant prior approval for any new investment advisory agreement.
SSGA's principal offices are located at Two International Place,
Boston, Massachusetts 02110. SSGA is wholly owned by State Street Bank
and Trust Company, which is a wholly-owned subsidiary of State Street
Boston Corporation. The address of State Street Boston Corporation is
225 Franklin Street, Boston, Massachusetts 02110. As of November 30,
1994, SSGA had assets under management of approximately $136 billion.
The names of the investment companies for which SSGA provides services,
the amounts of their net assets and the annual rate of SSGA's fees for
its services those companies are set forth on Exhibit F attached hereto.
The name, position with, and principal occupation of directors and
principal executive officers of SSGA are shown below. The address of
each, as it relates to his duties at SSGA, is the same as that of SSGA.
Name and Position
with SSGA
Principal
Occupations
[Name]
The SSGA Advisory Agreement was approved by the Trustees, including
the Trustees who are not "interested persons" to any party to the
Agreement ("Independent Board Members"), and such approval was made
expressly subject to subsequent shareholder approval of such agreement.
A copy of the form of the SSGA Advisory Agreement is set forth as Exhibit
A to this proxy statement. Under the terms of the SSGA Advisory
Agreement, SSGA will manage a portion of International Equity's assets,
subject to the supervision of the Consulting Group and the Board, in
accordance with the investment objective and stated investment policies
of International Equity. In addition, SSGA will make investment
decisions for International Equity, place orders to purchase and sell
investments for International Equity and employ professional portfolio
managers and securities and futures analysts who will provide research
services to SSGA.
Under the terms of the SSGA Advisory Agreement, the Consulting
Group will pay to SSGA a fee that is computed daily and paid monthly at
the annual rate of 0.30% of the value of International Equity's average
daily net assets multiplied by a fraction, the numerator of which is the
average daily value of the net assets of International Equity allocated
to SSGA for management and the denominator of which is the average daily
net asset value of International Equity.
Trustees' Consideration
The Board of Trustees believes that the terms of the SSGA Advisory
Agreement are fair to, and in the best interest of, the Trust,
International Equity, and its shareholders. The Board of Trustees,
including all of the non-interested Trustees, recommends approval by the
shareholders of the SSGA Advisory Agreement between SSGA and the manager.
In making this recommendation, the Trustees carefully evaluated the
experience of SSGA's key personnel in institutional investing, the
quality of services SSGA is expected to provide to International Equity,
and the compensation proposed to be paid to SSGA, and have given careful
consideration to all factors deemed to be relevant to International
Equity, including, but not limited to: (1) the fee and expense ratios of
comparable mutual funds; (2) the performance of International Equity
since commencement of operations; (3) the nature and quality of the
services expected to be rendered to International Equity by SSGA; (4) the
distinct investment objective and policies of International Equity; (5)
the history, reputation, qualification and background of SSGA as well as
the qualifications of SSGA's personnel and its financial condition; (6)
SSGA's investment performance record; and (7) other factors deemed
relevant.
Required Vote
Approval of the SSGA Advisory Agreement requires a Majority Vote of
the outstanding shares of International Equity. Failure to obtain the
requisite vote for approval of the SGA Advisory Agreement, if the OIA
Amended and Restated Advisory Agreement (as that term is defined below)
is approved, will result in Oechsle International Advisors, L.P.
continuing as the sole Investment Adviser to International Equity.
THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHAREHOLDERS OF INTERNATIONAL EQUITY VOTE "FOR"
ADOPTION OF THE SSGA ADVISORY AGREEMENT.
PROPOSAL 6: INTERNATIONAL EQUITY INVESTMENTS ONLY
TO APPROVE OR DISAPPROVE FOR INTERNATIONAL EQUITY INVESTMENTS AN
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT WITH OECHSLE
INTERNATIONAL ADVISORS, L.P.
The sixth proposal to be considered at the Meeting is the approval
of an amended and restated investment advisory agreement ("OIA Amended
and Restated Advisory Agreement") with Oechsle International Advisors,
L.P. ("OIA"). This proposal is only relevant to the sharholders of
International Equity. The OIA Amended and Restated Advisory Agreement is
being submitted to shareholders of International Equity, as required by
the 1940 Act, which provides that sharholders must grant prior approval
for any amended and restated investment advisory agreement.
OIA currently serves as investment adviser to International Equity
pursuant to an investment advisory agreement dated July 30, 1993 (the
"OIA Current Advisory Agreement"). The only material difference between
the OIA Current Advisory Agreement and the OIA Amended and Restated
Advisory Agreement is that the latter agreement provides for the
management of International Equity by more than one investment adviser.
OIA has been registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act") since 1986. Oechsle
Group, L.P. holds 100% of the voting securities of OIA. Oechsle Group,
L.P. is a limited partnership whose business consists exclusively of
global investment management services. The general partners of Oechsle
Group, L.P. are individuals who also serves as officers of OIA. OIA
provides investment advisory services to individual and institutional
clients. As of November 30, 1994, OIA had assets under management of
approximately $6.5 billion. OIA's principal executive offices are
located at One International Place, Boston, Massachusetts 02110. The
names of the investment companies for which OIA provides services, the
amounts of their net assets and the annual rate of OIA's fees for its
services to those companies are set forth on Exhibit G attached hereto.
The names, positions and principal occupations of the General
Partners of OIA are set forth below:
Name and Position with OIA
Principal Occupation
Walter Oechsle
General Partner
Chief Executive
Officer
Singleton Dewey Keesler,
jr.
General Partner
Investment Manager
Stephen P. Langer
General Partner
Investment Manager
Lawrence S. Roche
General Partner
Investment Manager
Steven H. Schaefer
General Partner
Investment Manager
Tetsuo Shiozumi
General Partner
Investment Manager
Warren Walker
General Partner
Securities Analyst
The business address of the General Partners, other than Messrs.
Schaefer, Shiozumi and Walker is the same as that of OIA. The business
address of Messrs. Shaefer and Walker is 36 Saint George Street, London
WIR 9FA, England. The business address of Mr. Shiozumi is Maedajisho
Uchikanda Building, 1-12-3 Uchikanda, Chiyoda-ku, Tokyo 101, Japan.
The OIA Amended and Restated Advisory Agreement was approved by the
Trustees, including the Independent Board Members, on December 14, 1994,
and such approval was made expressly subject to subsequent shareholder
approval of such agreement. A copy of the form of the OIA Amended and
Restated Advisory Agreement is set forth as Exhibit A to this proxy
statement. Under the terms of the OIA Amended and Restated Advisory
Agreement, OIA will managed a portion of International Equity's assets,
subject to the supervision of the Consulting Group and the Board, in
accordance with the investment objective and stated investment policies
of International Equity. In addition, OIA will make investment decisions
for International Equity, place orders to purchase and sell investments
for International Equity and employ professional portfolio managers and
securities and futures analysts who will provide research services to
OIA.
Under the terms of the OIA Amended and Restated Advisory Agreement,
the Consulting Group will pay to OIA a fee that is computed daily and
paid monthly at the annual rate of 0.30% of the value of International
Equity's average daily net assets multiplied by a fraction, the numerator
of which is the average daily value of the net assets of International
Equity allocated to OIA for management and the denominator of which is
the average daily net asset value of International Equity.
Trustees' Consideration
The Board of Trustees believes that the terms of the OIA Amended
and Restated Advisory Agreement are fair to, and in the best interest of,
the Trust, International Equity and its sharholders. The Board of
trustees, including all of the non-interested Trustees, recommends
approval by the sharholders of the OIA Amended and Restated Advisory
Agreement between OIA and the Manager. In making this recommendation,
the Trustees carefully evaluated the experience of OIA's key personnel in
institutional investing, the quality of services OIA has provided, and is
expected to provide to International Equity, and the compensation
proposed to be paid to OIA, and have given careful consideration to all
factors deemed to be relevant to International Equity, including, but not
limited to: (1) the fee and expense ratios of comparable mutual funds;
(2) the performance of International Equity since commencement of
operations; (3) the nature and quality of the services expected to be
rendered to International Equity by OIA; (4) the distinct investment
objective and policies of International Equity; (5) that the compensation
payable to OIA by the Manager under the proposed OIA Amended and Restated
Advisory Agreement will be at the same rate as the compensation now
payable to the Adviser under the OIA Current Advisory Agreement; (6) that
the terms of the OIA Current Advisory Agreement will be unchanged under
the OIA Amended and Restated Advisory Agreement except for allowing for
multiple investment advisers, as well as different effective and
termination dates; (7) the history, reputation, qualification and
background of OIA, as well as the qualifications of OIA's personnel and
OIA's financial condition; (8) OIA's investment performance records; and
(9) other factors deemed relevant.
Required Vote
Approval of the OIA Amended and Restated Advisory Agreement
requires a Majority Vote of the outstanding shares of International
Equity. Failure to obtain the requisite vote for approval of the OIA's
Amended and Restated Advisory Agreement, if the SSGA Advisory Agreement
is approved, will result in the appointment of SSGA as the sole
Investment Adviser to International Equity. Failure to obtain the
requisite vote for approval of both the OIA Amended and Restated Advisory
Agreement and the SSGA Advisory Agreement will result in OIA continuing to
act at the sole investment adviser to International Equity under the OIA
Current Advisory Agreement.
THE TRUSTEES, INCLUDING A MAJORITY OF THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHARHOLDERS OF INTERNATIONAL EQUITY VOTE "FOR" THE
APPROVAL OF THE OIA AMENDED AND RESTATED ADVISORY AGREEMENT.
Description of the Proposed Advisory Agreements
Each of the PIC Advisor Agreement, the WFNIA Advisory Agreement,
the MCM Advisory Agreement, the PGA Amended and Restated Advisory
Agreement, the SSGA Advisory Agreement and the OIA Amended and Restated
Advisory Agreement provides that the Adviser named therein will exercise
its best judgment in rendering services under the Agreement and that the
relevant Advise will not be liable for any error of judgment or mistake
of law or for any loss suffered by Smith Barney or the Trust in
connection with the matters to which the Agreement relates, provided that
nothing in any Advisory Agreement shall be deemed to protect or purport
to protect the Adviser named therein against any liability to the
relevant Portfolio or its shareholders to which that party would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its pat in the performance of its duties or by reason of
the party's reckless disregard of its obligations and duties under the
relevant Agreement.
Pursuant to the Advisory Agreements, the relevant Adviser agrees to
keep the trust and the Consulting Group informed of material developments
affecting the relevant Portfolio, to comply with the provisions of the
1940 Act, and to refrain during the one-year period following termination
of the advisory agreement, from acting as an investment adviser, manager
or other similar service provider to or for the benefit of any registered
investment company that seeks as its primary market for its shares
programs similar to the TRAK Personalized Investment Advisory Service.
Each Advisory Agreement will become effective on the date on which it is
approved by the relevant Portfolio's shareholders. Each Advisory
agreement shall continue for an initial two-year term and shall continue
automatically for successive annual periods, provided that such
continuance is approved at lest annually by the Board or the vote of the
holders of a majority of the relevant Portfolio's outstanding voting
securities with the approval of the Independent Board Members. Each
Advisory Agreement may be terminated by (a) the Manager upon written
notice; (b) vote of a majority of the Trustees or the holders of a
majority of the relevant Portfolio's outstanding voting securities, as
the case may be, upon written notice; or (c) the Adviser named therein,
upon 60 days' prior written notice.
Portfolio Transactions With Affiliated Broker-Dealers
To the extent consistent with applicable provisions of the 1940 Act
and the rules and exemptions adopted by the SEC under the 1940 Act, the
Board has determined that transactions for each of the Portfolios may be
executed through Smith Barney and other affiliated broker-dealers if, in
the judgment of the Investment Advisers, the use of an affiliated broker-
dealer is likely to result in price and execution at least as favorable
as those of other qualified broker-dealers.
The Board periodically reviews the commissions paid by the Trust to
determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits inuring to the Trust. During
the fiscal year ended August 31, 1994, the Trust incurred total brokerage
commissions on portfolio transactions of $_____, of which $_____, or ___%
of the aggregate, was paid to Smith Barney during the Trust's last fiscal
year.
Such brokerage commissions were incurred with respect to each of
the equity Portfolios as follows:
Portfolio
Total
Commissions
Commissions
Paid to
Smith Barney
% of Total
Commissions
Paid to
Smith Barney
Balanced
Investments
$
$
Large Capitalization
Value Equity
Investments
Portfolio
Total
Commissions
Commissions
Paid to
Smith Barney
% of Total
Commissions
Paid to
Smith Barney
Large Capitalization
Growth Investments
Small Capitalization
Value Equity
Investments
Small Capitalization
Growth Investments
Emerging Markets
Equity Investments
Submission of Shareholder Proposals
As a Massachusetts business trust, the Trust does not hold annual
shareholder's meetings. Sharholders wishing to submit proposals for
inclusion in a proxy statement for a subsequent meeting of shareholders
must submit their proposals for inclusion in the proxy materials in
writing to the Secretary of the Trust, c/o Consulting Group Capital
Markets Funds, 388 Greenwich Street, New York, New York 10013
Shareholders' Request For Special Meeting
Shareholders holding at least 10% of the Trust's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a
meeting of sharholders for the purpose of voting on the removal of any
Board member of the Trust. Meetings of shareholders for any other
purpose also shall be called by the Board members when requested in
writing by shareholders holding at least 10% of the shares then
outstanding or, if the Board members shall fail to call or give notice of
any meeting of shareholders for a period of 30 days after such
application, shareholders holding at least 10% of the shares then
outstanding may call and give notice of such meeting.
Other Matters to Come Before The Meeting
The Trustees do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters are properly brought before the Meeting, the
persons named in the accompanying proxy card(s) will vote thereon in
accordance with their judgment.
January 6, 1994
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. SHARHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXIES AS SOON AS POSSIBLE IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
EXHIBIT LIST
Exhibit A Form of New Advisory Agreement
Exhibit B List of Investment Companies of which PIC serves as an
Investment Adviser or Subadviser
Exhibit C List of Investment Companies of which WFNIA serves as an
Investment Adviser or Subadviser
Exhibit D List of Investment Companies of which MCM serves as an
Investment Adviser or Subadviser
Exhibit E List of Investment Companies of which PBA serves as an
Investment Adviser or Subadviser
Exhibit F List of Investment Companies of which SSGA serves as an
Investment Adviser or Subadviser
Exhibit G List of Investment Companies of which OIA serves as an
Investment Adviser or Subadviser
EXHIBIT A
**********MASTER***********
CONSULTING GROUP CAPITAL MARKETS FUNDS
FORM OF
INVESTMENT ADVISORY AGREEMENT
[DATE]
[Name and Address of Advisor]
Dear Sirs:
Under an agreement (the "Management Agreement") between the
Consulting Group Capital Markets Funds, a Massachusetts business trust
(the "Trust"), and Smith Barney Mutual Funds Management Inc. (the
"Manager"), the Manager serves as the Trust's investment manager and has
the responsibility of evaluating, recommending, supervising and
compensating investment advisers to each series of the Trust.
The Manager hereby confirms its agreement with [NAME OF ADVISOR]
(the "Advisor") with respect to the Advisor's serving as an investment
advisor of [NAME OF PORTFOLIO] (the "Portfolio"), a series of the Trust,
as follows:
Section 1. Investment Description; Appointment
(a) The Trust desires to employ the Portfolio's capital by
investing and reinvesting in investments of the kind and in accordance
with the investment objectives, policies and limitations specified in its
Master Trust Agreement dated April 12, 1991, as amended from time to time
(the "Trust Agreement"), in the prospectus (the "Prospectus") and in the
statement of additional information (the "Statement of Additional
Information") filed with the Securities and Exchange Commission (the
"SEC") as part of the Trust's Registration Statement on Form N-1A, as
amended from time to time (the "Registration Statement"), and in the
manner and to the extent as may from time to time be approved in the
manner set forth in the Trust Agreement. Copies of the Trust's
Prospectus, the Statement of Additional Information and the Trust
Agreement have been or will be submitted to the Advisor.
(b) The Manager, with the approval of the Trust, hereby appoints
the Advisor to act as an investment advisor to the Portfolio for the
periods and on the terms set forth in this Agreement. The Advisor
accepts such appointment and agrees to furnish the services herein set
forth for the compensation herein provided.
Section 2. Portfolio Management Duties
(a) Subject to the supervision of the Manager and the Trust's
Board of Trustees, the Advisor will (i) manage the portion of the
Portfolio's assets allocated to the Advisor upon the recommendation of
the Manager and the approval of the Board of Trustees ("Allocated
Assets") in accordance with the Portfolio's investment objectives,
policies and limitations as stated in the Trust's Prospectus and
Statement of Additional Information; (ii) make investment decisions with
respect to Allocated Assets; and (iii) place orders to purchase and sell
securities and, where appropriate, commodity futures contracts with
respect to Allocated Assets.
(b) The Advisor will keep the Trust and the Manager informed of
developments materially affecting the Portfolio and shall, on the
Advisor's own initiative, furnish to the Trust and the Manager from time
to time whatever information the Advisor believes appropriate for this
purpose.
(c) The Advisor agrees that it will comply with the Investment
Company Act of 1940, as amended (the "Act"), and all rules and
regulations thereunder, all applicable federal and state laws and
regulations and with any applicable procedures adopted by the Trust's
Board of Trustees.
Section 3. Brokerage
(a) The Advisor agrees that it will place orders pursuant to its
investment determinations with respect to Allocated Assets either
directly with the issuer or with brokers or dealers selected by it in
accordance with the standards specified in paragraphs (b) and (c) of this
Section 3. The Advisor may place orders with respect to Allocated Assets
with Shearson Lehman Brothers Inc. or its affiliates in accordance with
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, Section 17(e) of the Act and Rule 17e-1 thereunder and other
applicable laws and regulations.
(b) In placing orders with brokers and dealers, the Advisor will
use its best efforts to seek the best overall terms available. In
assessing the best overall terms available for any portfolio transaction,
the Advisor will consider all factors it deems relevant including, but
not limited to, 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 any commission for the
specific transaction and on a continuing basis.
(c) In selecting brokers or dealers to execute a particular
transaction and in evaluating the best overall terms available, the
Advisor may consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to the Trust and/or other accounts over which the Advisor or an
affiliate exercise investment discretion.
Section 4. Information Provided to the Manager and the Trust
(a) The Advisor agrees that it will make available to the Manager
and the Trust promptly upon their request copies of all of its investment
records and ledgers with respect to the Portfolio to assist the Manager
and the Trust in monitoring compliance with the Act and the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), as well as other
applicable laws. The Advisor will furnish the Trust's Board of Trustees
with respect to the Portfolio such periodic and special reports as the
Manager and the Board of Trustees may reasonably request.
(b) The Advisor agrees that it will immediately notify the
Manager and the Trust in the event that the Advisor or any of its
affiliates: (i) becomes subject to a statutory disqualification that
prevents the Advisor from serving as investment advisor pursuant to this
Agreement; or (ii) is or expects to become the subject of an
administrative proceeding or enforcement action by the SEC or other
regulatory authority. The Advisor has provided the information about
itself set forth in the Registration Statement and has reviewed the
description of its operations, duties and responsibilities as stated
therein and acknowledges that they are true and correct and contain no
material misstatement or omission, and it further agrees to notify the
Manager and the Trust's Administrator immediately of any material fact
known to the Advisor respecting or relating to the Advisor that is not
contained in the Prospectus or Statement of Additional Information of the
Trust, or any amendment or supplement thereto, or any statement contained
therein that becomes untrue in any material respect.
(c) The Advisor represents that it is an investment adviser
registered under the Advisers Act and other applicable laws and that the
statements contained in the Advisor's registration under the Advisers Act
on Form ADV, as of the date hereof, are true and correct and do not omit
to state any material fact required to be stated therein or necessary in
order to make the statement therein not misleading. The Advisor agrees
to maintain the completeness and accuracy of its registration on Form ADV
in accordance with all legal requirements relating to that Form. The
Advisor acknowledges that it is an "investment adviser" to the Portfolio
within the meaning of the Act and the Advisers Act.
Section 5. Books and Records
In compliance with the requirements of Rule 31a-3 under the Act,
the Advisor hereby agrees that all records that it maintains for the
Trust are the property of the Trust and further agrees to surrender
promptly to the Trust copies of any such records upon the Trust's
request. The Advisor further agrees to preserve for the periods
prescribed by Rule 31a-2 under the Act the records required to be
maintained by Rule 31a-1 under the Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period specified
in that Rule.
Section 6. Compensation
(a) In consideration of services rendered pursuant to this
Agreement, the Manager will pay the Advisor a fee that is computed daily
and paid monthly at the annual rate of *% of the average daily net assets
of the Portfolio, multiplied by a fraction, the numerator of which is the
average daily value of Allocated Assets and the denominator of which is
the average daily value of the Portfolio's total assets (the "Portfolio
Advisory Fee"). The Portfolio Advisory Fee payable to the Advisor shall
be reduced in the same proportion as the Portfolio Advisory Fee bears to
the Manager's fee from the Portfolio to the extent, in any fiscal year of
the Portfolio, the aggregate expenses of the Portfolio (including fees
pursuant to this Agreement and the Trust's Administration Agreement with
the Administrator, but excluding interest, taxes, brokerage fees, and, if
permitted by state securities commissions, extraordinary expenses) exceed
the expense limitation of any state having jurisdiction over the
Portfolio.
(b) The Portfolio Advisory Fee for the period from the date of
this Agreement becomes effective to the end of the month during which
this Agreement becomes effective shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of a month, the fee for such
part of that month shall be prorated according to the proportion that
such period bears to the full monthly period and shall be payable upon
the date of termination of this Agreement.
(c) For the purpose of determining fees payable to the Advisor,
the value of the Portfolio's net assets shall be computed at the time and
in the manner specified in the Trust's Prospectus and/or the Statement of
Additional Information.
Section 7. Costs and Expenses
During the term of this Agreement, the Advisor will pay all
expenses incurred by it and its staff in connection with the performance
of its services under this Agreement, including the payment of salaries
of all officers and employees who are employed by it and the Trust.
Section 8. Standard of Care
The Advisor shall exercise its best judgment in rendering the
services provided by it under this Agreement. The Advisor shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Manager or the Trust in connection with the matter to
which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Advisor against any
liability to the Manager or the Trust or to holders of the Trust's shares
representing interests in the Portfolio to which the Advisor would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of
the Advisor's reckless disregard of its obligations and duties under this
Agreement.
Section 9. Services to Other Companies or Accounts
(a) It is understood that the services of the Advisor are not
exclusive, and nothing in this agreement shall prevent the Advisor from
providing similar services to other investment companies (whether or not
their investment objectives and policies are similar to those of the
Trust) or from engaging in other activities; provided, however, that the
Advisor agrees that neither it nor any of its affiliated persons (as
defined in the Act) shall accept retention as investment adviser,
investment manager or similar service provider during the pendency of
this Agreement and for the period of one (1) year after the termination
of this Agreement with or for the benefit of any investment company
registered under the Act that seeks as a primary market for its shares
asset allocation programs similar in nature or market to TRAK
Personalized Investment Advisory Service.
(b) The proviso set forth in paragraph (a) of this Section 9
shall not apply to the continuation of any contractual relationship to
which the Advisor is a party that is in effect on the date of this
Agreement.
(c) When the Advisor recommends the purchase or sale of a
security for other investment companies and other clients, and at the
same time the Advisor recommends the purchase or sale of the same
security for the Trust, it is understood that in light of its fiduciary
duty to the Trust such transactions will be executed on a basis that is
fair and equitable to the Trust.
(d) The Trust and the Manager understand and acknowledge that the
persons employed by the Advisor to assist in the performance of its
duties under this Agreement will not devote their full time to that
service; nothing contained in this Agreement will be deemed to limit or
restrict the right of the Advisor or any affiliate of the Advisor to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature, subject to the proviso set forth in
paragraph (a) of this Section 9.
Section 10. Duration and Termination
(a) This Agreement shall become effective on March 6, 1994, or,
if a later date, the date it is approved by shareholders of the Portfolio
and shall continue for two years from that date, and thereafter shall
continue automatically for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the Trust's
Board of Trustees or (ii) a vote of a majority of the Portfolio's
outstanding voting securities (as defined in the Act), provided that the
continuance is also approved by a majority of the Trustees who are not
"interested persons" (as defined in the Act) of the Trust, by vote cast
in person at a meeting called for the purpose of voting on such approval.
(b) Notwithstanding the foregoing, this Agreement may be
terminated (i) by the Manager at any time without penalty, upon notice to
the Advisor and the Trust, (ii) at any time without penalty by the Trust,
upon the vote of a majority of the Trust's Trustees or by vote of the
majority of the Trust's outstanding voting securities, upon notice to the
Manager and the Trust or (iii) by the Advisor at any time without
penalty, upon sixty (60) days' written notice to the Manager and the
Trust.
(c) This Agreement will terminate automatically in the event of
its assignment (as defined in the Act and in rules adopted under the
Act).
Section 11. Amendments
No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be
effective until approved in accordance with applicable law.
Section 12. Miscellaneous
(a) This Agreement shall be governed by the laws of the State of
New York, provided that nothing herein shall be construed in a manner
inconsistent with the Act, the Advisers Act, or rules or orders of the
SEC thereunder.
(b) The captions of this Agreement are included for convenience
only and in no way define or limit any of the provisions thereof or
otherwise affect their construction or effect.
(c) 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 and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as constituting the Advisor
as an agent of the Trust or the Manager.
If the terms and conditions described above are in accordance with your
understanding, kindly indicate your acceptance of this Agreement by
signing and returning to us the enclosed copy of this Agreement.
SMITH BARNEY MUTUAL FUND MANAGEMENT INC.
By: _____________________________
Name:
Title:
Accepted:
[Name of Advisor]
By: ______________________________
Name:
Title:
trak/agmts/inadv/form.doc
Exhibit B
List of Investment Companies for Which PIC
Serves as an Investment Adviser or Subadviser
This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL(S) LISTED BELOW. Please refer to the Proxy
Statement for a discussion of the Proposal. Please indicate your vote by
an "X" in the appropriate box below.
1. To approve the Investment Advisory Agreement FOR * AGAINST
* ABSTAIN *
with the Wells Fargo Nikko Investment Advisors
(Small Capitalization Value Equity Investments only)
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
.........................................................................
.........................................................................
...............
Consulting Group Capital Markets Funds (the "Trust") - Small
Capitalization Value Equity Invesments
Special Meeting of Shareholders on March 3, 1995
The undersigned holder of shares of the above named portfolio (the
"Portfolio"), of Consulting Group Capital Markets Funds (the "Trust"),
hereby appoints Heath B. McLendon, Leonard Reinhart, Christina T. Sydor
and Lee D. Augsburger as attorneys and proxies for the undersigned, with
full powers of substitution and revocation, to represent the undersigned
and to vote on behalf of the undersigned all shares of the Portfolio that
the undersigned is entitled to vote at the meeting of shareholders of the
Trust to be held at the offices of the Trust, 388 Greenwich Street, New
York, New York at 10:00 a.m. on the date indicated above and any
adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement, and
hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall
have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.
DATE: ________________________________
________________________________
________________________________
Signature(s) (Title(s), if applicable)
This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL(S) LISTED BELOW. Please refer to the Proxy
Statement for a discussion of the Proposal. Please indicate your vote by
an "X" in the appropriate box below.
1. To approve the Investment Advisory Agreement FOR * AGAINST
* ABSTAIN *
with the Provident Investment Counsel
(Large Capitalization Growth Investments only)
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
.........................................................................
.........................................................................
...............
Consulting Group Capital Markets Funds (the "Trust") - Large
Capitalization Growth Investments
Special Meeting of Shareholders on March 3, 1995
The undersigned holder of shares of the above named portfolio (the
"Portfolio"), of Consulting Group Capital Markets Funds (the "Trust"),
hereby appoints Heath B. McLendon, Leonard Reinhart, Christina T. Sydor
and Lee D. Augsburger as attorneys and proxies for the undersigned, with
full powers of substitution and revocation, to represent the undersigned
and to vote on behalf of the undersigned all shares of the Portfolio that
the undersigned is entitled to vote at the meeting of shareholders of the
Trust to be held at the offices of the Trust, 388 Greenwich Street, New
York, New York at 10:00 a.m. on the date indicated above and any
adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement, and
hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall
have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.
DATE: ________________________________
________________________________
________________________________
Signature(s) (Title(s), if applicable)
This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL(S) LISTED BELOW. Please refer to the Proxy
Statement for a discussion of the Proposals. Please indicate your vote
by an "X" in the appropriate box below.
1. To approve the Investment Advisory Agreement FOR * AGAINST
* ABSTAIN *
with the Mellon Capital Management Corporation
(Small Capitalization Growth Investments only)
2. To approve the Amended Investment Advisory FOR * AGAINST
* ABSTAIN *
Agreement with the Pilgrim Baxter & Associates, Ltd.
(Small Capitalization Growth Investments only)
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
.........................................................................
.........................................................................
...............
Consulting Group Capital Markets Funds (the "Trust") - Small
Capitalization Growth Investments
Special Meeting of Shareholders on March 3, 1995
The undersigned holder of shares of the above named portfolio (the
"Portfolio"), of Consulting Group Capital Markets Funds (the "Trust"),
hereby appoints Heath B. McLendon, Leonard Reinhart, Christina T. Sydor
and Lee D. Augsburger as attorneys and proxies for the undersigned, with
full powers of substitution and revocation, to represent the undersigned
and to vote on behalf of the undersigned all shares of the Portfolio that
the undersigned is entitled to vote at the meeting of shareholders of the
Trust to be held at the offices of the Trust, 388 Greenwich Street, New
York, New York at 10:00 a.m. on the date indicated above and any
adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement, and
hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall
have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.
DATE: ________________________________
________________________________
________________________________
Signature(s) (Title(s), if applicable)
This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL(S) LISTED BELOW. Please refer to the Proxy
Statement for a discussion of the Proposals. Please indicate your vote
by an "X" in the appropriate box below.
1. To approve the Investment Advisory Agreement FOR * AGAINST
* ABSTAIN *
with the State Street Global Advisors
(International Equity Investments only)
2. To approve the Amended Investment Advisory FOR * AGAINST
* ABSTAIN *
Agreement with the Oechsle International Advisors Co. Limited
(International Equity Investments only)
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
.........................................................................
.........................................................................
...............
Consulting Group Capital Markets Funds (the "Trust") - International
Equity Investments
Special Meeting of Shareholders on March 3, 1995
The undersigned holder of shares of the above named portfolio (the
"Portfolio"), of Consulting Group Capital Markets Funds (the "Trust"),
hereby appoints Heath B. McLendon, Leonard Reinhart, Christina T. Sydor
and Lee D. Augsburger as attorneys and proxies for the undersigned, with
full powers of substitution and revocation, to represent the undersigned
and to vote on behalf of the undersigned all shares of the Portfolio that
the undersigned is entitled to vote at the meeting of shareholders of the
Trust to be held at the offices of the Trust, 388 Greenwich Street, New
York, New York at 10:00 a.m. on the date indicated above and any
adjournments thereof (the "Meeting"). The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement, and
hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall
have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.
DATE: ________________________________
________________________________
________________________________
Signature(s) (Title(s), if applicable)
Such stockholders and their respetive positions with PIC are as follows:
Robert
Kommerstad, Chairman and President; Thomas Condon,
Managing Director; Jefferey Miller,
Managing Director; George Handtmann, Managing Director;
Larry Tashjian, Managing
Director; Thomas Mitchell, Executive Vice Prisident,
Portfolio Managemenet; F. Brown Windle,
Executive Vice President, Marketing and Lauro Guerra,
Executive Vice President, Research.
- -35-
