<PAGE>
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BNY HAMILTON FUNDS, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[BNY HAMILTON FUNDS LOGO] JUNE 23, 1998
- --------------------------------------------------------------------------------
DEAR STOCKHOLDER:
We are pleased to announce a Meeting of Stockholders of BNY Hamilton Funds,
Inc. (the 'Corporation'), which is to be held at 9:00 Eastern Daylight Time on
August 5, 1998 at 51 West 51st Street, New York, N.Y. Formal notice of the
Meeting is included in this package, along with the proxy statement. You are
invited to attend the Meeting. However, whether or not you expect to attend the
meeting, we urge you to vote your shares as soon as possible.
THIS PACKAGE WILL INCLUDE ONE CARD FOR EACH FUND IN WHICH YOU OWN SHARES.
PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD OR CARDS AND RETURN THEM IN THE
ENVELOPE PROVIDED.
WHAT ARE THE PROPOSALS?
At the Meeting, you will be asked to consider election of the Board of
Directors, and to ratify the selection of KPMG Peat Marwick LLP as
independent accountants of the Corporation.
For those of you who are stockholders of BNY Hamilton Money Fund, you will
also be asked to vote on a proposal to eliminate one of its operating
policies.
For those of you who are stockholders of BNY Hamilton Equity Income Fund,
you will also be asked to vote on a proposal to amend its investment
objective.
After carefully considering each proposal, the Board of Directors, which
represents your interests in the management of the Corporation, recommends
that you vote FOR each of the proposals on which you are eligible to vote.
YOUR VOTE IS IMPORTANT.
Please take a moment now to complete, sign and return your proxy card(s) in
the enclosed postage-paid envelope.
The Corporation has retained Shareholder Communications Corporation
('SCC'), a professional proxy solicitation firm, to assist in the voting
process. If we have not obtained your vote after a reasonable period of time,
you may receive a telephone call from a representative of SCC reminding you to
exercise your right to vote.
Thank you for your cooperation.
Sincerely,
/s/ William J. Tomko
--------------------
William J. Tomko
President
<PAGE>
BNY HAMILTON FUNDS, INC.
BNY HAMILTON MONEY FUND
BNY HAMILTON TREASURY MONEY FUND
BNY HAMILTON INTERMEDIATE GOVERNMENT FUND
BNY HAMILTON INTERMEDIATE INVESTMENT GRADE FUND
BNY HAMILTON INTERMEDIATE NEW YORK TAX-EXEMPT FUND
BNY HAMILTON INTERMEDIATE TAX-EXEMPT FUND
BNY HAMILTON EQUITY INCOME FUND
BNY HAMILTON LARGE CAP GROWTH FUND
BNY HAMILTON SMALL CAP GROWTH FUND
BNY HAMILTON INTERNATIONAL EQUITY FUND
3435 STELZER ROAD
COLUMBUS, OH 43219
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
To Our Stockholders:
Notice is hereby given that a Meeting of Stockholders of BNY Hamilton
Funds, Inc. (the 'Corporation'), a registered open-end investment company
consisting of BNY Hamilton Money Fund, BNY Hamilton Treasury Money Fund, BNY
Hamilton Intermediate Government Fund, BNY Hamilton Intermediate Investment
Grade Fund, BNY Hamilton Intermediate New York Tax-Exempt Fund, BNY Hamilton
Intermediate Tax-Exempt Fund, BNY Hamilton Equity Income Fund, BNY Hamilton
Large Cap Growth Fund, BNY Hamilton Small Cap Growth Fund, and BNY Hamilton
International Equity Fund and together with all aforementioned funds, each a
'Series' or 'Fund', and collectively the 'Funds', will be held at 9:00 AM,
Eastern Daylight Time, on August 5, 1998 at the offices of The Bank of New York,
51 West 51st Street, New York, N.Y. for the following purposes:
1. To elect six directors.
2. To ratify the selection by the Board of Directors of KPMG Peat Marwick
LLP as independent accountants for the fiscal year ending December 31,
1998.
3. For stockholders of the BNY Hamilton Money Fund, to consider a proposal
to eliminate an operating policy that currently prevents the Fund from
purchasing securities that cannot be offered for public resale in the
United States without first being registered under the Securities Act of
1933.
4. For stockholders of the BNY Hamilton Equity Income Fund, to consider a
proposal to amend the investment objective of that Fund.
5. To consider and act upon any other business as may properly come before
the meeting or any adjournment thereof.
This is a combined Notice and Proxy Statement for the above-named Series of
the Corporation. All stockholders are eligible to vote on Proposals 1 and 2.
Only stockholders who owned shares of the BNY Hamilton Money Fund on the record
date may vote on Proposal 3. Only stockholders who owned shares of the BNY
<PAGE>
Hamilton Equity Income Fund on the record date may vote on Proposal 4. With the
Notice and Proxy Statement, you will be receiving a separate proxy card for each
Fund in which you own shares.
Only holders of Common Stock of record at the close of business on June 5,
1998 are entitled to notice of, and to vote at, this meeting or any adjournment
thereof.
By Order of the Board of Directors
/s/ Ellen Stoutamire
-----------------------------------
Ellen Stoutamire
Secretary
Dated: June 23, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN EACH ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE CORPORATION OF FURTHER SOLICITATION, WE
ASK YOUR COOPERATION IN MAILING IN EACH PROXY PROMPTLY. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES.
2
<PAGE>
BNY HAMILTON FUNDS, INC.
3435 STELZER ROAD
COLUMBUS, OH 43219
--------------------------
PROXY STATEMENT
--------------------------
This Proxy Statement is furnished by the Board of Directors of BNY Hamilton
Funds, Inc. (the 'Corporation'), in connection with the solicitation of proxies
for use at the Meeting of Stockholders to be held at 9:00 AM, Eastern Daylight
Time, on August 5, 1998 at the offices of The Bank of New York, 51 West 51st
Street, New York, N.Y. The Corporation's common stock is divided into ten
series, each corresponding to one of the following funds (collectively, the
'Funds'): BNY Hamilton Money Fund, BNY Hamilton Treasury Money Fund, BNY
Hamilton Intermediate Government Fund, BNY Hamilton Intermediate Investment
Grade Fund, BNY Hamilton Intermediate New York Tax-Exempt Fund, BNY Hamilton
Intermediate Tax-Exempt Fund, BNY Hamilton Equity Income Fund, BNY Hamilton
Large Cap Growth Fund, BNY Hamilton Small Cap Growth Fund, and BNY Hamilton
International Equity Fund. The purpose of the meeting and the matters to be
acted upon are set forth in the accompanying Notice of Annual Meeting.
The Bank of New York (48 Wall Street, New York, New York 10286) is the
investment adviser to the Funds. BNY Hamilton Distributors, Inc. (125 West 55th
Street, New York, New York 10019) serves as the Funds' administrator and
distributor.
A COPY OF THE CORPORATION'S ANNUAL REPORT TO STOCKHOLDERS FOR ITS FISCAL
YEAR ENDED DECEMBER 31, 1997 MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO THE
DISTRIBUTOR OR CALLING 1-800-4BNY-FND (1-800-426-9363).
The close of business on June 5, 1998 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
meeting. On that date, the Corporation had 2,465,850,262 shares of Common Stock
outstanding and entitled to vote, and the shares were attributable to each
Series as follows:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME OF FUND OUTSTANDING
---------------
<S> <C>
BNY Hamilton Money Fund................................................................ 1,742,210,889
BNY Hamilton Treasury Money Fund....................................................... 554,974,816
BNY Hamilton Intermediate Government Fund.............................................. 7,475,750
BNY Hamilton Intermediate Investment Grade Fund........................................ 35,275,958
BNY Hamilton Intermediate New York Tax-Exempt Fund..................................... 3,977,650
BNY Hamilton Intermediate Tax-Exempt Fund.............................................. 26,689,112
BNY Hamilton Equity Income Fund........................................................ 34,107,766
BNY Hamilton Large Cap Growth Fund..................................................... 34,453,015
BNY Hamilton Small Cap Growth Fund..................................................... 13,964,510
BNY Hamilton International Equity Fund................................................. 12,720,796
</TABLE>
<PAGE>
Each share will be entitled to one vote on each matter that comes before
the meeting. Stockholders will vote on a Corporation-wide basis, without regard
to Series, on proposals 1 and 2. Only stockholders who owned shares in the BNY
Hamilton Money Fund on the record date may vote on Proposal 3. Only stockholders
who owned shares in the BNY Hamilton Equity Income Fund on the record date may
vote on Proposal 4. Additionally, the proxies may vote on any other business as
may properly come before the meeting. It is expected that the Notice of Annual
Meeting, Proxy Statement and form of Proxy will first be mailed to stockholders
on or about June 23, 1998. The Annual Report to Stockholders, containing audited
financial statements for the fiscal year ended December 31, 1997, preceded the
mailing of proxy material to stockholders of record on June 5, 1998. The Annual
Report to Stockholders should not be regarded as proxy solicitation material.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the meeting in accordance with the
instructions on the Proxy. If no instructions are specified, shares will be
voted for the election of directors and for the other items of business. If, on
the other hand, a Proxy (i) is properly executed and returned accompanied by
instructions to withhold authority to vote, (ii) represents a broker 'non-vote'
(that is, a Proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary power), or (iii) is marked with an abstention
(collectively, 'abstentions'), the shares represented thereby will be considered
to be present at the meeting for purposes of determining the existence of a
quorum for the transaction of business. Under Maryland law, abstentions do not
constitute a vote 'for' or 'against' a matter and will be disregarded in
determining the 'votes cast' on an issue. The election of directors (Proposal 1)
and ratification of the selection of accountants (Proposal 2) each require the
affirmative vote of a majority of the votes cast at the meeting; as to these
Proposals, abstentions will be disregarded in determining votes cast on the
Proposals. Approval of the amendments to an operating policy of the BNY Hamilton
Money Fund and to the investment objective of the BNY Hamilton Equity Income
Fund (Proposals 3 and 4, respectively) requires the vote of a majority of the
outstanding voting securities of the relevant Series, which is defined in the
Investment Company Act of 1940 (the '1940 Act') as the lesser of (i) 67% of the
Series' shares present at a meeting of its stockholders if the owners of more
than 50% of the shares of the Series then outstanding are present in person or
by Proxy or (ii) more than 50% of the Series' outstanding shares. Accordingly,
abstentions will effectively be a vote 'against' Proposals 3 and 4. A Proxy may
be revoked at any time prior to the time it is voted by written notice to the
Secretary of the Corporation or by attendance at the meeting.
Under the Corporation's Articles of Incorporation, a quorum is constituted
by the presence in person or by Proxy of the holders of one-third of the shares
issued and outstanding and entitled to vote at 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 for
a period or periods of not more than 120 days in the aggregate 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 stockholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a majority of
the votes cast on the questions in person or by Proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
proposals. They will vote against any such adjournment those proxies required to
be voted against any such proposals. A stockholder vote may be taken on one or
more of the proposals in this Proxy Statement prior to any adjournment if
sufficient votes have been received for approval.
2
<PAGE>
The cost of soliciting proxies in the accompanying form for the meeting,
including the costs of preparing, printing and mailing the accompanying Notice
of Annual Meeting and this Proxy Statement and the costs of the meeting and any
adjournments thereto, will be borne by the Corporation. Proxy materials may also
be distributed through brokers, custodians and nominees to beneficial owners and
proxies may be solicited by telephone or telegraph by officers of the
Corporation or by professional proxy solicitors on behalf of the Board of
Directors of the Corporation, the expenses of which will be paid by the
Corporation. The Corporation has retained the services of Shareholder
Communications Corporation ('SCC') with regard to such professional
solicitation. For their services, the Corporation will pay SCC approximately
$20,000.
Set forth below is certain information as to all persons who were known by
the Corporation to own, of record or beneficially, 5% or more of the outstanding
shares of any Series as of May 29, 1998:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF % OF NAME AND ADDRESS OF % OF
NAME OF SERIES RECORD OWNER SERIES BENEFICIAL OWNER SERIES
- ------------------------------------ -------------------------- ------ ------------------------- ------
<S> <C> <C> <C> <C>
Money Fund Duke University 9.22%
100 N. Tryon Street
Charlotte, NC 28202
Intermediate Government The Bank of New York 30.96% The Bank of New York 41.87%
Fund Profit Sharing Plan B 48 Wall Street
48 Wall Street New York, NY 10286
New York, NY 10286
The Bank of New York 5.46%
401-(k) Plan
48 Wall Street
New York, NY 10286
The Bank of New York 5.45%
Long-Term Disability Plan
48 Wall Street
New York, NY 10286
Intermediate New York Robert J. Milano 8.23%
Tax-Exempt Fund 860 United Nations Plaza
New York, NY 10017
Equity Income Fund The Bank of New York 21.45% The Bank of New York 23.21%
Profit Sharing Plan A 48 Wall Street
48 Wall Street New York, NY 10286
New York, NY 10286
Small Cap Growth Fund The Bank of New York 6.78% The Bank of New York 6.78%
Profit Sharing Plan A 48 Wall Street
48 Wall Street New York, NY 10286
New York, NY 10286
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF % OF NAME AND ADDRESS OF % OF
NAME OF SERIES RECORD OWNER SERIES BENEFICIAL OWNER SERIES
- ------------------------------------ -------------------------- ------ ------------------------- ------
<S> <C> <C> <C> <C>
Treasury Money Fund SFX Entertainment 13.30% SFX Entertainment 13.30%
650 Madison Avenue 650 Madison Avenue
New York, NY 10022 New York, NY 10022
The Bank of New York 7.86% The Bank of New York 7.86%
Capital Trust Capital Trust
605 Third Avenue 605 Third Avenue
New York, NY 10022 New York, NY 10022
F W Olin Foundation 6.62% F W Olin Foundation 6.62%
780 Third Avenue 780 Third Avenue
New York, NY 10017 New York, NY 10017
</TABLE>
ELECTIONS OF DIRECTORS
(PROPOSAL NO. 1)
At the meeting, directors will be elected to hold office until the next
meeting of stockholders or until their successors are elected and qualify. It is
the intention of the persons named in the accompanying form of Proxy to vote for
the election of Edward L. Gardner, Peter Herrick, Leif H. Olsen, Stephen Stamas,
and James E. Quinn, all of whom are currently members of the Board of Directors
and each of whom has consented to serve as a nominee and as a director if
elected. In addition, it is the intention of the persons named in the
accompanying form of Proxy to vote for the election of Karen Osar, who has not
previously served as a member of the Board of Directors, but has consented to
serve as a nominee and as a director if elected. In a vote by proxy in July
1993, Eugene Sullivan and Mr. Herrick, Mr. Olsen, and Mr. Stamas were elected to
the Board. At a meeting of the Board of Directors on May 12, 1995, Mr. Gardner
was nominated, and subsequently elected unanimously, as a member of the Board of
Directors. At a meeting of the Board of Directors on November 15, 1996, Mr.
Quinn was nominated, and subsequently elected unanimously, as a member of the
Board of Directors. Also, at the November 15, 1996 meeting, the Board of
Directors approved an increase in number of directors, to six. Mr. Sullivan
retired in January 1997, at which point Mr. Gardner was appointed Chairman.
Each Director who is deemed an 'interested person' of the Corporation, as
defined in the 1940 Act, is indicated by a star in the following table. Messrs.
Herrick and Stamas are deemed 'interested persons' of the Corporation because
each is affiliated with The Bank of New York, the adviser to each Series. In
addition to the offices and directorships listed below, as of June 5, 1998, Mr.
Herrick and Mr. Stamas each owned shares of Common Stock of The Bank of New
York Company, Inc., although each owned less than 1% of the outstanding shares.
The Board of Directors has no reason to believe that any of the nominees
named above will become unavailable for election as a director, but if that
should occur before the meeting, proxies will be voted for such persons as the
Board of Directors may recommend.
4
<PAGE>
INFORMATION REGARDING DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
NAME AND ADDRESS POSITION WITH FUNDS DURING PAST FIVE YEARS
- ---------------------------- ---------------------- ---------------------------------------------------------
<S> <C> <C>
Edward L. Gardner Director and Chairman Chairman of the Board, President and Chief Executive
411 Theodore Fremd Ave. of the Board Officer, Industrial Solvents Corporation, 1981 to
Rye, NY 10580 Present; Chairman of the Board, Blue Grass Chemical
Age 63 Specialties Inc., 1982 to Present; Chairman of the Board,
Big Brothers/Big Sisters of New York City, 1992 to
Present; Vice President of the Board, The Sherry
Netherland Hotel, 1991 to Present; Member,
Westchester/Putnam Regional Board of Directors, The Bank
of New York, 1982 to Present; Member, Westchester County
Association, 1986 to Present.
Mr. Peter Herrick* Director Vice Chairman (1990-1992) and Director, The Bank of New
42 Sunnybrook Road York; President and Director, The Bank of New York
Bronxville, NY 10708 Company, Inc. (1984-1992); Trustee, HRE Properties, 1990
Age 71 to Present; Member, New York State Banking Board,
1990-1993.
Leif H. Olsen Director President, Leif H. Olsen Investments, Inc., a registered
49 Locust Avenue investment adviser; 1987 to Present.
Suite 301
New Canaan, CT 06840
Age 72
Mr. Stephen Stamas* Director Chairman, Greenwall Foundation, 1995 to Present;
Windcrest Partners Chairman, New York Philharmonic, 1989 to 1996; Vice
122 E. 42nd Street Chairman, Rockefeller University, 1994 to Present.
49th Floor
New York, NY 10168
Age 67
James E. Quinn Director Member, Board of Directors, Tiffany & Co., January 1995
727 Fifth Avenue to Present; Vice Chairman, Tiffany & Co., March 1986 to
New York, NY 10022 Present.
Age 46
Karen Osar Director Vice President & Treasurer, Tenneco Inc., January
1725 King Street 1994-Present; Managing Director of Corporate Finance
Greenwich, CT 06831 Group, J.P. Morgan & Co., Inc.; held various other
Age 49 positions at J.P. Morgan & Co., Inc. from 1975-1994.
</TABLE>
As of June 5, 1998, the Directors and officers of the Corporation as a
group owned beneficially less than 1% of the outstanding shares of all Series.
The Corporation pays each Director annual compensation of $15,000 and a
per-meeting fee of $1,200, plus travel expenses, if any. During the fiscal
period ended December 31, 1997, such compensation, fees and expenses amounted to
$75,086.
5
<PAGE>
The following chart describes the compensation paid to Directors by BNY
Hamilton Funds, Inc. (other than travel expenses and out-of-pocket costs) for
the fiscal year ended December 31, 1997:
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS TOTAL
AGGREGATE ACCRUED ESTIMATED COMPENSATION
COMPENSATION AS PART OF ANNUAL PAID
NAME OF PERSON, PAID BY THE FUND BENEFITS UPON BY THE FUNDS
POSITION FUNDS EXPENSES RETIREMENT TO DIRECTORS
- ------------------------------------------ ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C>
Edward L. Gardner
Director and Chairman of the Board $ 14,800 $0 $ 0 $ 14,800
Peter Herrick
Director $ 14,800 $0 $ 0 $ 14,800
Leif H. Olsen
Director $ 14,800 $0 $ 0 $ 14,800
Stephen Stamas
Director $ 14,800 $0 $ 0 $ 14,800
James E. Quinn
Director $ 14,800 $0 $ 0 $ 14,800
</TABLE>
The above compensation, which is expected to total approximately $119,000
plus out-of-pocket costs for 1998, will be allocated to all series of BNY
Hamilton Funds, Inc.
There were four meetings of the Corporation's Board of Directors held
during the fiscal year ended December 31, 1997. The Board of Directors presently
has an Audit Committee, the members of which are Messrs. Gardner, Herrick and
Olsen. The Audit Committee met twice during the fiscal year ended December 31,
1997. The Audit Committee makes recommendations to the full Board of Directors
with respect to the engagement of independent accountants and reviews with the
independent accountants the plan and results of the audit engagement and matters
having a material effect upon the Corporation's financial operations. The Board
of Directors does not have a nominating committee.
The executive officers of the Corporation are:
<TABLE>
<S> <C> <C>
J. David Huber Chief Executive Officer Employee, BISYS Fund Services, Inc.,
3435 Stelzer Road June 1987 to Present
Columbus, OH 43219
Age 51
William J. Tomko President Vice President, BISYS Fund Services,
3435 Stelzer Road Inc., 1989 to Present
Columbus, OH 43219
Age 39
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
Richard Baxt Vice President Senior Vice President, Client Services,
125 West 55th Street BISYS Fund Services, Inc., 1997 to
New York, NY 10019 Present; General Manager of Investment
Age 44 and Insurance, First Fidelity Bank;
President, First Fidelity Brokers;
President, Citicorp Investment
Services.
Michael A. Grunewald Vice President Manager, Client Services, BISYS Fund
3435 Stelzer Road Services, Inc., 1993 to Present.
Columbus, OH 43219
Age 28
Nimish Bhatt Treasurer Vice President, Tax and Financial
3435 Stelzer Road Services, BISYS Fund Services, Inc.,
Columbus, OH 43219 June 1996 to Present; Assistant Vice
Age 35 President, Evergreen Funds/First Union
Bank, 1995 to July 1996; Senior Tax
Consultant, Price Waterhouse LLP, 1990
to December 1994.
Ellen Stoutamire Secretary Vice President, Legal Services, BISYS
3435 Stelzer Road Fund Services, Inc., 1997 to Present;
Columbus, OH 43219 Associate Counsel, Templeton Mutual
Age 49 Funds, 1995 to 1997: Attorney, private
practice, 1990 to 1995.
Alaina V. Metz Assistant Secretary Chief Administrator, Administrative and
3435 Stelzer Road Regulatory Services of BISYS Fund
Columbus, OH 43219 Services, Inc., June 1995 to Present;
Age 30 Supervisor of Mutual Fund Legal
Department, Alliance Capital
Management, May 1989 to June 1995.
</TABLE>
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
The 1940 Act requires that the Corporation's independent accountants be
selected by a majority of the directors who are not 'interested persons' of the
Corporation, as defined in the 1940 Act; that such selection be submitted for
ratification or rejection at the first annual meeting of stockholders; and that
the employment of such independent accountants be conditioned on the right of
the Corporation, by vote of a majority of its outstanding voting securities at
any meeting called for that purpose, to terminate such employment forthwith
without penalty.
7
<PAGE>
At its meeting on February 12, 1997, the independent Directors of the
Corporation appointed KPMG Peat Marwick LLP as the independent accountants to
certify the financial reports of each Series. Accordingly, the selection by the
Directors of KPMG Peat Marwick LLP is being submitted to the stockholders of the
Corporation for ratification or rejection. Apart from its fees as independent
accountants, neither the firm of KPMG Peat Marwick LLP nor any of its partners
has any direct or material interest in the Corporation.
THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT YOU
VOTE 'FOR' THIS PROPOSAL NO. 2.
AMENDMENT TO AN OPERATING POLICY OF
BNY HAMILTON MONEY FUND
(PROPOSAL NO. 3)
This Proposal relates only to stockholders of the BNY Hamilton Money Fund
(the 'Money Fund'), and only stockholders who owned shares in the Money Fund on
the record date may vote on Proposal 3.
The Board of Directors proposes that Operating Policy (ii) of the Money
Fund's investment restrictions as stated in its prospectus be amended. Operating
Policy (ii) currently provides that the Money Fund may not 'purchase securities
that cannot be offered for public sale in the United States without first being
registered under the Securities Act of 1933, as amended, including, but not
limited to securities that can be purchased pursuant to Rule 144A of said Act.'
It is proposed that this Series eliminate this Operating Policy, and permit
the Money Fund to purchase and sell securities in transactions exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 (the '1933
Act'), as well as to purchase and sell unregistered securities from or to
qualified institutional buyers ('QIBs') as defined in, and according to the
provisions of, Rule 144A under the 1933 Act.
Any series of an open-end investment company, including the Money Fund, may
not hold a significant amount of illiquid securities because these securities
may be difficult to value accurately and because it is possible that the Fund
would have difficulty liquidating such securities if necessary in order to
satisfy requests to redeem shares of the Fund in a timely matter. In general,
illiquid securities include securities subject to contractual or legal
restrictions on resale, securities for which there is no readily available
market and repurchase agreements or time deposits maturing in greater than seven
days.
The securities markets are evolving, however, and new markets have
developed that render the Money Fund's present policy forbidding investments in
unregistered securities for the purpose of ensuring liquidity overbroad and
unnecessarily restrictive. In particular, the market for some types of
securities are almost exclusively institutional--commercial paper, many types
of municipal securities and some corporate bonds and notes. These instruments
are often exempt from registration under the U.S. securities laws or sold in
transactions not requiring registration. Consequently, institutional investors
depend on an efficient institutional market in which the unregistered security
can readily be resold. The fact that there may be legal or contractual
restrictions on resale to the general public, therefore, does not necessarily
determine the liquidity of these investments.
In recognition of the increased size and liquidity of the institutional
market for unregistered securities and the importance of institutional investors
in the capital formation process, the Securities and Exchange Commission has
advanced rules and legislative proposals designed to facilitate efficient
trading among institutional investors. The
8
<PAGE>
most important of these, Rule 144A under the 1933 Act, as amended, was enacted
in 1991 and contemplates a particularly broad institutional trading market for
securities subject to restrictions on resale to the general public. As these
institutional markets have developed, the Money Fund could be constrained by its
current operating policy even though the institutional restricted securities
markets provide readily ascertainable market values for such securities and the
ability to liquidate an investment in order to satisfy the Money Fund's share
redemption orders on a timely basis.
In order to take advantage of these regulatory initiatives and the
increasingly liquid institutional trading markets, the Board of Directors has
determined that it would be in the best interests of the stockholders of the
Money Fund if that Series were permitted to purchase securities in transactions
exempt from registration under Section 4(2) of the 1933 Act, as well as to
purchase and sell unregistered securities from or to QIBs according to the
provisions of Rule 144A under the 1933 Act. The Board of Directors and the
Adviser believe that eliminating the operating policy as set forth above will
enable the Adviser to seek greater returns on a portion of the Money Fund's
portfolio without materially changing the risk profile of the portfolio.
THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT YOU
VOTE 'FOR' THIS PROPOSAL NO. 3.
AMENDMENT TO INVESTMENT OBJECTIVE OF
BNY HAMILTON EQUITY INCOME FUND
(PROPOSAL NO. 4)
This Proposal relates only to stockholders of the BNY Hamilton Equity
Income Fund (the 'Equity Income Fund'), and only stockholders who owned shares
in the Equity Income Fund on the record date may vote on Proposal 4.
The current objective of the Equity Income Fund is 'to provide long-term
capital appreciation greater than the appreciation of, and yield greater than
the yield of, the Standard & Poor's 500 Index. Equal emphasis is placed on
attaining income and capital appreciation.'
The Adviser of the Equity Income Fund has sought to achieve this objective
by investing in equity securities, and instruments that are convertible into
equity securities, of primarily domestic companies which offer prospects for
long-term capital appreciation and provide above-average current return. In
recent years lower yielding equities have outperformed higher yielding issues as
investors have favored the high expected future earnings growth rates which are
generally associated with companies having low dividend pay-out ratios compared
to the high current income returns associated with companies having high pay-out
ratios. In the Adviser's judgment, this preference among investors is expected
to continue to be a major influence on performance in the future. As a result,
the Adviser proposed and the Board agreed that establishing appreciation better
than the Standard & Poor's 500 Index as an objective of equal emphasis with a
yield superior to the same index was no longer reasonable. However, long-term
capital appreciation together with the current yield objective does, in the
judgment of the Adviser and the Board, constitute a reasonable objective, and
does not require that the Equity Income Fund's portfolio be substantially
changed. Accordingly, the Board of Directors has determined that it is in the
best interest of the Fund and proposes to amend the stated investment objective
of the Equity Income Fund to the following:
To provide long-term capital appreciation with a yield greater than the
yield of the Standard & Poor's 500 Index.
9
<PAGE>
Because the portfolio of the Equity Income Fund will not be reconfigured if
the proposed change in the Fund's investment objective is approved by
stockholders, there will be neither an increase in the Fund's portfolio turnover
nor in transaction related expenses, such as brokerage commissions.
THE BOARD OF DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMENDS THAT YOU
VOTE 'FOR' THIS PROPOSAL NO. 4.
OTHER MATTERS
The Corporation's management does not know of any matters to be presented
at the meeting other than those mentioned in this Proxy Statement. If any of the
persons listed above is unavailable for election as a director, an event not now
anticipated, or if any other matters properly come before the meeting, the
shares represented by proxies will be voted with respect thereto in accordance
with the best judgment of the person or persons voting the proxies.
Maryland corporations that are registered investment companies, such as the
Corporation, are not required to conduct annual stockholders' meetings except in
certain specified circumstances. Therefore, it is anticipated that regular
annual meetings will not be held in the future except as required by the 1940
Act, or as otherwise required by Maryland law.
Maryland law generally permits removal of a Director by the holders of not
less than a majority of the Corporation's outstanding shares. Procedures for
calling a stockholders' meeting for the removal of Directors of the Corporation
similar to those set forth in Section 16(c) of the 1940 Act are available to
stockholders of the Corporation.
STOCKHOLDER PROPOSALS
A stockholder proposal intended to be presented at any subsequent meeting
of stockholders of the Corporation must be received by the Corporation in a
reasonable time before the Board of Directors' solicitation relating to that
meeting is made in order to be included in the Corporation's Proxy Statement and
form of Proxy relating to that meeting.
10
<PAGE>
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Corporation, in care of BISYS Fund Services, 3435 Stelzer
Road, Columbus, Ohio 43219, whether other persons are the beneficial owners of
the shares for which proxies are being solicited from you, and if so, the number
of copies of the Proxy Statement, other soliciting material and the Annual
Report you wish to receive in order to supply copies to the beneficial owners of
such shares.
By order of the Board of Directors
/s/ Ellen Stoutamire
Ellen Stoutamire
Secretary
New York, New York
June 23, 1998
11
<PAGE>
- -------------------------------------------
BNY HAMILTON
FUNDS
- -------------------------------------------
PROXY STATEMENT
JUNE 23, 1998
[BNY HAMILTON FUNDS LOGO]
BNY-0092
<PAGE>
BNY HAMILTON FUNDS, INC.
3435 Stelzer Road
Columbus, OH 43219
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned hereby constitutes and appoints Kevin J. Bannon, Paul A.E.
Cummings, and Timothy J. Overzat, and each of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby
authorizes said proxies, and each of them, to represent and vote, as designated
below, all stock of the above Fund held of record by the undersigned on June 5,
1998 at the Annual Meeting of Stockholders to be held on August 5, 1998, and at
any adjournment thereof.
The undersigned hereby revokes any and all proxies with respect to such
stock heretofore given by the undersigned. The undersigned acknowledges receipt
of the Proxy Statement dated June 23, 1998.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR the nominees to the Board of Directors and FOR proposal No. 2.
Additionally, for stockholders who owned shares in the BNY Hamilton Money Fund
on the record date, if no direction is made, this proxy will be voted FOR
proposal No. 3. Please sign exactly as your name appears below. When shares are
held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee, guardian or
custodian for a minor, please sign full title as such. If a corporation, please
sign full corporate name by authorized officer and indicate the signer's office.
If a partnership, please sign in partnership name.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
BNYMON KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Vote On Directors
1. Election of the following nominees as Directors; 1) Edward L. Gardner,
2) Peter Herrick, 3) Leif H. Olsen, 4) Karen Osar, 5) James E. Quinn and
6) Stephen Stamas
Vote On Proposals For Against Abstain
2. Ratification of the selection of KPMG |_| |_| |_|
Peat Marwick LLP as independent accountants
3. Approval of a proposal to eliminate an
operating policy of the BNY Hamilton Money
Fund that currently prevents said Fund from
purchasing securities that cannot be offered
for public sale in the United States without
first being registered (Stockholders of the
BNY Hamilton Money Fund Only) |_| |_| |_|
For Withhold For All To withhold authority to vote, mark "For All
All All Except: Except" and write the nominee's number on the
line below.
|_| |_| |_|
----------------------------------------------
4. Not applicable.
5. In the discretion of such proxies to vote upon any and all business as
may be properly come before the Meeting or any adjournment thereof.
-------------------------- ------- -------------------------- -------
-------------------------- ------- -------------------------- -------
Signature Date Signature (Joint Owners) Date
(PLEASE SIGN WITHIN BOX)
<PAGE>
BNY HAMILTON FUNDS, INC.
3435 Stelzer Road
Columbus, OH 43219
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned hereby constitutes and appoints Kevin J. Bannon, Paul A.E.
Cummings, and Timothy J. Overzat, and each of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby
authorizes said proxies, and each of them, to represent and vote, as designated
below, all stock of the above Fund held of record by the undersigned on June 5,
1998 at the Annual Meeting of Stockholders to be held on August 5, 1998, and at
any adjournment thereof.
The undersigned hereby revokes any and all proxies with respect to such
stock heretofore given by the undersigned. The undersigned acknowledges receipt
of the Proxy Statement dated June 23, 1998.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR the nominees to the Board of Directors and FOR proposal No. 2.
Please sign exactly as your name appears below. When shares are held by joint
tenants, both should sign.
When signing as attorney, executor, administrator, trustee, guardian or
custodian for a minor, please sign full title as such. If a corporation, please
sign full corporate name by authorized officer and indicate the signer's office.
If a partnership, please sign in partnership name.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
BNYHAM KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Vote On Directors
1. Election of the following nominees as Directors; 1) Edward L. Gardner,
2) Peter Herrick, 3) Leif H. Olsen, 4) Karen Osar, 5) James E. Quinn and
6) Stephen Stamas
Vote On Proposals For Against Abstain
2. Ratification of the selection of KPMG |_| |_| |_|
Peat Marwick LLP as independent accountants
3. Not applicable.
For Withhold For All To withhold authority to vote, mark "For All
All All Except: Except" and write the nominee's number on the
line below.
|_| |_| |_|
----------------------------------------------
4. Not applicable.
5. In the discretion of such proxies to vote upon any and all business as
may be properly come before the Meeting or any adjournment thereof.
-------------------------- ------- -------------------------- -------
-------------------------- ------- -------------------------- -------
Signature Date Signature (Joint Owners) Date
(PLEASE SIGN WITHIN BOX)
<PAGE>
BNY HAMILTON FUNDS, INC.
3435 Stelzer Road
Columbus, OH 43219
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned hereby constitutes and appoints Kevin J. Bannon, Paul A.E.
Cummings, and Timothy J. Overzat, and each of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby
authorizes said proxies, and each of them, to represent and vote, as designated
below, all stock of the above Fund held of record by the undersigned on June 5,
1998 at the Annual Meeting of Stockholders to be held on August 5, 1998, and at
any adjournment thereof.
The undersigned hereby revokes any and all proxies with respect to such
stock heretofore given by the undersigned. The undersigned acknowledges receipt
of the Proxy Statement dated June 23, 1998.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR the nominees to the Board of Directors and FOR proposal No. 2.
Additionally, for stockholders who owned shares in the BNY Hamilton Equity
Income Fund on the record date, if no direction is made, this proxy will be
voted FOR proposal No. 4. Please sign exactly as your name appears below. When
shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee, guardian or
custodian for a minor, please sign full title as such. If a corporation, please
sign full corporate name by authorized officer and indicate the signer's office.
If a partnership, please sign in partnership name.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE ENCLOSED
ENVELOPE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
BNYEQU KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Vote On Directors
1. Election of the following nominees as Directors; 1) Edward L. Gardner,
2) Peter Herrick, 3) Leif H. Olsen, 4) Karen Osar, 5) James E. Quinn and
6) Stephen Stamas
Vote On Proposals For Against Abstain
2. Ratification of the selection of KPMG |_| |_| |_|
Peat Marwick LLP as independent accountants
3. Not applicable.
For Withhold For All To withhold authority to vote, mark "For All
All All Except: Except" and write the nominee's number on the
line below.
|_| |_| |_|
----------------------------------------------
4. Approval of a proposal to amend the For Against Abstain
investment objective of BNY Hamilton
Equity Income Fund (Stockholders of the |_| |_| |_|
BNY Hamilton Equity Income Fund Only)
5. In the discretion of such proxies to vote
upon any and all business as may be properly
come before the Meeting or any adjournment
thereof.
-------------------------- ------- -------------------------- -------
-------------------------- ------- -------------------------- -------
Signature Date Signature (Joint Owners) Date
(PLEASE SIGN WITHIN BOX)
