<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:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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, 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,
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.
<PAGE>
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 Hamilton
Equity Income Fund on the record date may vote on Proposal 4. All stockholders
will be receiving a proxy card accompanying this Notice and Proxy Statement
that will allow you to vote on the proposals.
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
THE 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 YOUR PROXY PROMPTLY. NO POSTAGE IS NECESSARY IF MAILED
IN THE UNITED STATES.
- -------------------------------------------------------------------------------
<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:
NUMBER OF SHARES
NAME OF FUND OUTSTANDING
- -------------------------------------------------------------------------------
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
<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. 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
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<PAGE>
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.
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.
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 of Series Name and Address of Record % of Name and Address of % of
- -------------- -------------------------- ----- -------------------- ----
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 Fund The Bank of New York 30.96% The Bank of New York 41.87%
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
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<TABLE>
<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 an asterisk 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.
INFORMATION REGARDING DIRECTORS
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<TABLE>
<CAPTION>
Principal Occupations
Name and Address Position with Funds During Past Five Years
- ---------------- ------------------- ----------------------
<S> <C> <C>
Edward L. Gardner Director and Chairman of the Board Chairman of the Board, President and
411 Theodore Fremd Ave. Chief Executive Officer, Industrial
Rye, NY 10580 Solvents Corporation, 1981 to Present;
Age 63 Chairman of the Board, Blue Grass
Chemical Specialties Inc., 1982 to Present.
Mr. Peter Herrick* Director Vice Chairman (1990-1992) and Director, The
42 Sunnybrook Road Bank of New York; President and Director,
Bronxville, NY 10708 The Bank of New York Company, Inc. (1984-1992);
Age 71 Trustee, HRE Properties, 1990 to Present;
Member, New York State Banking Board, 1990-1993.
</TABLE>
5
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<TABLE>
<S> <C> <C>
Leif H. Olsen Director President, Leif H. Olsen Investments,
49 Locust Avenue Inc., a registered investment adviser;
Suite 301 1987 to Present
New Canaan, CT 06840
Age 72
Mr. Stephen Stamas Director Chairman, New York Philharmonic, 1989 to
Windcrest Partners Present.
122 E. 42nd Street
49th Floor
New York, NY 10168
Age 67
James E. Quinn Director Member, Board of Directors, Tiffany &
727 Fifth Avenue Co., January 1995 to Present; Executive
New York, NY 10022 Vice President of Sales, Tiffany & Co.,
Age 46 March 1992 to Present.
Karen Osar Director Vice President & Treasurer, Tenneco Inc.,
1725 King Street January 1994-Present; Managing Director of
Greenwich, CT 06831 Corporate Finance Group, J.P. Morgan & Co.,
Age 49 Inc.; held various other 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.
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:
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<TABLE>
<CAPTION>
Pension or
Aggregate Retirement
Compensation Benefits Estimated Total
Name of Person, Paid by the Accrued Annual Compensation Paid
Position Funds as Part of Fund Benefits Upon by the Funds
-------- ----- Expenses Retirement to Directors
-------- ---------- ------------
<S> <C> <C> <C> <C>
Edward L. Gardner $14,800 $0 $0 $14,800
Director and Chairman of the
Board
Peter Herrick $14,800 $0 $0 $14,800
Director
Leif H. Olsen $14,800 $0 $0 $14,800
Director
Stephen Stamas $14,800 $0 $0 $14,800
Director
James E. Quinn $14,800 $0 $0 $14,800
Director
</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 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
Richard Baxt Vice President Senior Vice President, Client Services,
125 West 55th Street BISYS Fund Services, Inc., 1997 to Present;
New York, NY 10019 General Manager of Investment and Insurance,
Age 44 First Fidelity Bank; President, First
Fidelity Brokers; President, Citicorp
Investment Services.
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Michael A. Grunewald Vice President Manager, Client Services, BISYS Fund Services,
3435 Stelzer Road 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. 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.
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A representative of KPMG Peat Marwick LLP is expected to be present at the
meeting, will have the opportunity to make a statement and will be available to
respond to appropriate questions.
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
BNY Hamilton 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
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<PAGE>
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 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 permit greater
flexibility in the Money Fund's ability to deliver to its investors a greater
return on their investment.
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.
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.
10
<PAGE>
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.
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, 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 Company 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.
MARK HERE |_|
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
(Continued and to be signed and dated on reverse side)
-------------------------
SEE REVERSE
SIDE
-------------------------
<PAGE>
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, and 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.
|X| Please mark votes as in
this example, using black
or blue ink
<TABLE>
<CAPTION>
FOR ALL WITHHELD FOR AGAINST ABSTAIN
NOMINEES FROM ALL
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
1. Election of the |_| |_| 3. Approval of a proposal to |_| |_| |_|
following nominees as eliminate an operating
Directors; Edward L. policy of the BNY Hamilton
Gardner, Peter Money Fund that currently
Herrick, Leif H. prevents said Fund from
Olsen, Karen Osar, purchasing securities that
James E. Quinn and cannot be offered for
Stephen Stamas public sale in the United
States without first being
|_|______________________ registered. (Stockholders
For all nominees except of the BNY Hamilton Money
as noted above Fund Only)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
2. Ratification of |_| |_| |_| 4.Approval of a |_| |_| |_|
the selection proposal to amend the
of KPMG Peat investment objective of
Marwick LLP as BNY Hamilton Equity Income
independent Fund (Stockholders of the
accountants BNY Hamilton Equity Income
Fund Only)
5.In the discretion of such
proxies to vote upon any
and all business as may
properly come before the
Meeting or any adjournment
thereof.
</TABLE>
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.
<TABLE>
<S> <C> <C> <C>
Signature: ____________________________ Date __________ Signature: ____________________________ Date __________
</TABLE>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY USING THE
ENCLOSED ENVELOPE
