<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1999
REGISTRATION NO. 33-47703
811-6654
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 15 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 18
(CHECK APPROPRIATE BOX OR BOXES)
BNY HAMILTON FUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
3435 Stelzer Road 43219-3035
Columbus, Ohio (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (614) 470-8000
Copy to:
Nimish Bhatt John E. Baumgardner, Jr.
3435 Stelzer Road Sullivan & Cromwell
Columbus, Ohio 43219-3035 125 Broad Street
(Name and Address of Agent for Service) New York, New York 10004
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of this Registration Statement. It is proposed that this filing
will become effective (check appropriate box):
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2), of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933, pursuant to Rule 24f-2 of the Investment Company Act of
1940. Registrant's Rule 24f-2 Notice for the fiscal year ended December 31,
1998, was filed with the Commission on March 18, 1999.
Total Number of Pages
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Exhibit Number on Page
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<PAGE>
BNY
Hamilton
PROSPECTUS
BNY Hamilton
Large Cap Growth CRT Fund
BNY Hamilton
Small Cap Growth CRT Fund
BNY Hamilton
International Equity
CRT Fund
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or said whether the information in
this prospectus is adequate and accurate. Anyone who indicates otherwise is
committing a crime.
JANUARY 3, 2000
BNY
Hamilton
Funds
<PAGE>
About the Funds
4 BNY Hamilton Large Cap Growth CRT Fund
7 BNY Hamilton Small Cap Growth CRT Fund
10 BNY Hamilton International Equity CRT Fund
Account Policies
13 Daily NAV Calculation
14 Opening an Account/Purchasing Shares
16 Exchanges/Redeeming Shares
18 Distributions and Tax Considerations
18 Investment Adviser
19 Portfolio Managers
20 Year 2000 (Y2K) Compliance
For More Information
See Back Cover
<PAGE>
An Introduction to BNY Hamilton Equity CRT Funds
The BNY Hamilton Equity CRT Funds are intended to serve as investment vehicles
for charitable remainder trusts, or "CRTs" (these trusts are defined in section
664 of the Internal Revenue Code). The Funds are actively managed and aim for
high investment returns with consistent performance over many market cycles,
while taking into account the tax treatment of a CRT's distributions to the
income beneficiary of the CRT.
To further the tax objectives of CRTs, the Funds will seek to minimize ordinary
income and establish and maintain a long-term capital gains position wherever
practicable. The Funds may also employ other tax management strategies for this
purpose, such as "lot-specific" sales, redemptions in-kind, and balancing losses
with short-term gains. By being managed specifically to accommodate the tax
consequences to CRTs, the Funds seek to assist the trustee of a CRT in meeting
its fiduciary obligations to the trust.
Risks of Mutual Fund Investing
Investments in mutual funds are not bank deposits, nor are they guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. It is
important to read all the disclosure information provided and to understand that
you could lose money by investing in any of these funds.
<PAGE>
CUSIP Number: 05561M739
Hamilton Large Cap Growth CRT Fund
Large Cap Growth
CRT Fund
Investment Objective
The Fund seeks to provide long-term capital appreciation by investing primarily
in common stocks and securities convertible into common stocks ("equity
securities") of domestic and foreign companies; current income is a secondary
consideration.
Management Strategy
Individual stock selection, rather than industry allocation, is the primary
focus in investing the Fund's assets. Fundamental financial analysis is used to
identify companies that appear to offer the following:
o potential for above-average, accelerating earnings or revenue growth
o dominant market positions
o improving operating efficiency
o increased earnings per share (EPS)
Companies that meet these criteria have tended to cluster in a few sectors --
healthcare, technology, telecommunications, financial services, and consumer
staples. The Fund's portfolio generally includes large-capitalization stocks of
40 to 60 companies whose market capitalizations are $3 billion or more.
Although the Fund intends to invest primarily in equity securities of U.S.
issuers, it may invest without limit in equity securities of foreign issuers,
including those in emerging markets. Within limits, the Fund may use certain
derivatives, which are investments whose value is determined by underlying
securities or indices.
Under normal circumstances, the Fund will invest at least 65% of its assets in
equity securities of large-capitalization issuers. As a temporary defensive
measure, the Fund may invest more than 35% of its assets in cash or cash
equivalents. Under such circumstances, the Fund would not be pursuing its
investment objective.
4 BNY Hamilton Large Cap Growth CRT Fund
<PAGE>
Main Investment Risks
The value of your investment in the Fund generally will fluctuate with stock
market movements. As a group, the large-capitalization stocks emphasized by the
Fund could fall out of favor with the market, particularly in comparison with
small- or medium-capitalization stocks.
The portfolio manager's investment strategies may not work out as planned, and
the Fund's performance could suffer. You may, therefore, lose money.
Investments in derivative instruments could limit profits or increase losses in
comparison with the performance of the underlying securities.
Investments in foreign securities involve additional risks, including
potentially unfavorable currency exchange rates, limited or misleading financial
information, generally higher transaction costs and political and economic
disturbances ranging from tax legislation to military coups. These risks are
magnified in emerging markets.
Characteristics of Large Cap-Companies
The largest U.S. companies, those with market capitalizations over $3 billion,
are a relatively select group that nonetheless covers all industries and
geographies. These companies are typically well-established businesses with
broad product lines and customers in many markets. Their diversification and
usually substantial cash reserves enable them to weather economic downturns. The
long-term capital appreciation of large-cap stocks has historically lagged
smaller companies.
BNY Hamilton Large Cap Growth CRT Fund 5
<PAGE>
Past Performance
Because the Fund commenced operations on the date of this Prospectus, it has no
prior performance history to report.
Fees and Expenses
The table below outlines the fees and expenses you could expect to pay as an
investor in the Fund. "Annual Operating Expenses" are deducted from Fund assets,
and are reflected in the total return. Shareholders pay no sales charge (load)
or out-of-pocket expenses.
Fee table (% of average net assets)
Hamilton
Large Cap Growth
CRT Shares
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Shareholder Fees None
Annual Operating Expenses
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Management fee 0.60
Distribution (12b-1) fees None
Other expenses(a) 0.31
* Total annual operating expenses .91
(a) This is an estimate because the Fund has no prior operating history.
*The Adviser has agreed to limit expenses of the Fund to .80% of its average
daily net assets. The Adviser will waive management fees and, if necessary,
reimburse expenses of the Fund, to the extent, total annual operating expenses
are greater than .80% of its average daily net assets. Management reserves the
right to implement and discontinue expense limitations at any time.
The table below shows the anticipated expenses on a $10,000 investment in the
Fund over the indicated periods. All mutual funds present this information so
that you can make comparisons. Your actual costs could be higher or lower than
this example.
Expenses on a $10,000 investment* ($)
1 Year 3 Years
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Institutional Shares 93 291
* Assumptions: $10,000 original investment, all dividends and distributions
reinvested, 5% annual returns, and no changes in the Fund's operating expenses
from those indicated for Year 1.
6 BNY Hamilton Large Cap Growth CRT Fund
<PAGE>
Small Cap Growth
CRT Fund
CUSIP Number: 05561M721
Hamilton Small Cap Growth CRT Fund
Investment Objective
The Fund seeks to provide long-term capital appreciation by investing primarily
in equity securities of small domestic and foreign companies.
Management Strategy
Individual security selection is the primary investment focus, rather than
industry allocation. Within the universe of small-capitalization companies whose
market capitalizations are between $100 million and $1.5 billion, the Fund
targets those with above-average earnings growth that have exceeded market
expectations. Among this group, the Fund emphasizes companies that dominate
niche markets, and thus exert more control over the pricing and supply in their
markets. The Fund expects the companies it invests in to achieve sustained
growth in earnings or revenues over the next two to three years. Specific
factors that may suggest growth include:
o expanded operations
o new products or technologies
o new distribution channels
o generally favorable industry conditions
o revitalized company management
To complement these core investments, the portfolio manager looks for
opportunities to take advantage of industry cycles, and thus may overweight
different sectors as economic conditions change. The Fund may continue to invest
in companies in its portfolio even after their market capitalizations exceed
$1.5 billion.
Although the Fund intends to invest primarily in equity securities of U.S.
issuers, it may invest without limit in equity securities of foreign issuers,
including those in emerging markets. Under normal circumstances, the Fund will
invest at least 65% of its assets in small capitalization stocks. As a temporary
defensive measure, the Fund may invest more than 35% of its assets in cash or
cash equivalents. Under such circumstances, the Fund would not be pursuing its
investment objective.
BNY Hamilton Small Cap Growth CRT Fund 7
<PAGE>
Main Investment Risks
The value of your investment in the Fund generally will fluctuate with stock
market movements. Since the prices of the small-capitalization stocks emphasized
by the Fund have historically been more volatile than those of larger companies,
the ups and downs of your investment in the Fund may be more extreme than the
market as a whole.
As a group, small companies are usually relatively young, and their short track
records make it difficult to build a case for sustainable long-term growth.
Limited product lines, niche markets, and small capital reserves may not allow
small companies to survive temporary setbacks. In a declining market, these
stocks can also be hard to sell at a price that is beneficial to the Fund.
The portfolio manager's investment strategies may not work out as planned, and
the Fund's performance could suffer. You may, therefore, lose money.
Investments in foreign securities involve additional risks, including
potentially unfavorable currency exchange rates, limited or misleading financial
information, generally higher transaction costs and political and economic
disturbances ranging from tax legislation to military coups. These risks are
magnified in emerging markets.
Small-Cap Companies and Growth Investing
Small companies tend to grow or fade quickly by their nature. Their market
valuations are often based more on investors' belief in their future potential
than on their current balance sheets. Since market sentiment can change from one
day or week to the next, small-cap stock prices have historically been more
volatile than those of large-cap stocks. Growth investors are often attracted to
small companies for their specialization and innovation. Specialization: Small
companies often occupy niche markets, catering to a specific geography or
industry. They can grow to dominate such markets rapidly, but are also
threatened by even temporary downturns.
Innovation: Bold ideas for products or services are the basis of many small
companies. A company's ability to sustain its innovative culture and broaden its
markets, however, is difficult to predict.
8 BNY Hamilton Small Cap Growth CRT Fund
<PAGE>
Past Performance
Because the Fund commenced operations on the date of this Prospectus, it has no
prior performance history to report.
Fees and Expenses
The table below outlines the fees and expenses you could expect to pay as an
investor in the Fund. "Annual Operating Expenses" are deducted from Fund assets,
and are reflected in the total return. Shareholders pay no sales charge (load)
or out-of-pocket expenses.
Fee table (% of average net assets)
Hamilton
Small Cap Growth
CRT Shares
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Shareholder Fees None
Annual Operating Expenses
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Management fee 0.75
Distribution (12b-1) fees None
Other expenses(a) 0.38
* Total annual operating expenses 1.13
(a) This is an estimate because the Fund has no prior operating history.
* The Advisor has agreed to limit expenses of the Fund to .96% of its average
daily net assets. The Advisor will waive management fees and, if necessary,
reimburse expenses of the Fund, to the extent, total annual operating expenses
are greater than .96% of its average daily net assets. Management reserves the
right to implement and discontinue expense limitations at any time.
The table below shows the anticipated expenses on a $10,000 investment in the
Fund over the indicated periods. All mutual funds present this information so
that you can make comparisons. Your actual costs could be higher or lower than
this example.
Expenses on a $10,000 investment* ($)
1 Year 3 Years
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Institutional Shares 116 361
* Assumptions: $10,000 original investment, all dividends and distributions
reinvested, 5% annual returns, and no changes in the Fund's operating
expenses from those indicated for Year 1.
BNY Hamilton Small Cap Growth CRT Fund 9
<PAGE>
International
Equity CRT Fund
CUSIP Number: 05561M713
Hamilton International Equity CRT Fund
Investment Objective
The Fund seeks to provide long-term capital appreciation by investing primarily
in equity securities of non-U.S. issuers.
Management Strategy
The Fund's country allocation normally reflects, within a range of 5%, that of
the Morgan Stanley Capital International Europe, Australia and Far East (MSCI
EAFE) Index. Economic conditions within regions may determine the types of
industries and securities the Fund will favor. In a recovering economy, for
instance, the Fund might emphasize exporters over financial services companies.
The Fund emphasizes investments in dynamic industries that are experiencing
changes, whether through growth or restructuring.
In selecting individual stocks, the Fund emphasizes large companies, which the
Fund classifies as a company in a developed market with a market capitalization
over the equivalent of U.S. $1 billion, and a company in an emerging market with
a market capitalization that ranks in the top one-third of the publicly traded
companies in that market. While emphasizing large companies, the Fund considers
companies of all sizes with the following characteristics:
o high-quality earnings
o potential long-term growth
o strong management
o reasonable valuation
Investment research includes fundamental financial analysis and on-site visits.
The Fund generally diversifies its investments across many countries, but it may
concentrate up to 50% of its assets in a single country. The Fund may not invest
in certain developing countries, including Russia, but it may invest in other
more stable emerging markets.
Under normal circumstances, the Fund intends to be fully invested in common
stocks. As a temporary defensive measure, the Fund may invest more than 35% of
its assets in U.S. cash or cash equivalents. Under such circumstances, the Fund
would not be pursuing its investment objective.
10 BNY Hamilton International Equity CRT Fund
<PAGE>
Main Investment Risks
The value of your investment in the Fund will generally fluctuate with stock
market movements in the countries in which the Fund is invested. Since the
prices of many non-U.S. stocks emphasized by the Fund have historically been
more volatile than those of U.S. stocks, the ups and downs of your investment in
this Fund may be more extreme.
As a group, the large-capitalization stocks emphasized by this Fund could fall
out of favor with the market, particularly in comparison with small- or
medium-capitalization stocks.
Investments in smaller companies, on the other hand, have historically been more
volatile than those of larger companies. To the extent that the Fund invests in
smaller companies, the volatility of your investment may increase.
Investments in foreign securities involve additional risks. Unfavorable currency
exchange rates could decrease the value of your investment in terms of U.S.
dollars. Transaction expenses are generally higher on foreign exchanges than in
the U.S., which could affect performance. Furthermore, foreign taxes could also
detract from performance. Some foreign companies do not adhere to uniform
accounting principles, so publicly available financial information may be
limited or misleading. Political and social unrest could also affect the
performance of this fund. These risks are magnified in emerging markets.
The portfolio manager's country allocation strategy or choice of specific
securities may not work out as planned, and the Fund could underperform its
peers or lose money.
In periods of market uncertainty, some of the portfolio's securities could prove
difficult to sell at a price that is beneficial to the Fund.
Globalization and International Investing
With more than half of the world's market opportunities outside the U.S.,
international funds offer investors greater diversification than a purely
domestic portfolio. International markets are experiencing many of the same
dynamics that drove U.S. stock growth in the 1990s:
o corporate restructuring
o increased emphasis on shareholder value
o growing pool of investors through retirement and other savings plans
Meanwhile, global competition is spurring companies worldwide, and particularly
in developed economies, to increase their efficiency by cutting costs,
relocating production facilities, outsourcing non-essential processes and
focusing on their core businesses.
Businesses in emerging markets may benefit substantially from free-market
reforms, reduced barriers to trade and rising standards of living.
BNY Hamilton International Equity CRT Fund 11
<PAGE>
Past Performance
Because the Fund commenced operations on the date of this Prospectus, it has no
prior performance history to report.
Fees and Expenses
The table below outlines the fees and expenses you could expect to pay as an
investor in the Fund. "Annual Operating Expenses" are deducted from Fund assets,
and are reflected in the total return. Shareholders pay no sales charges (load)
or out-of-pocket expenses.
Fee table (% of average net assets)
Hamilton
International Equity
CRT Shares
- --------------------------------------------------
Shareholder Fees None
Annual Operating Expenses
- --------------------------------------------------
Management fee 0.85
Distribution (12b-1) fees None
Other expenses(a) 0.47
* Total annual operating expenses 1.32
a) This is an estimate because the Fund has no prior operating history.
* The Adviser has agreed to limit expenses of the Fund to 1.22% of its average
daily net assets. The Adviser will waive management fees and, if necessary,
reimburse expenses of the Fund, to the extent, total annual operating expenses
are greater than 1.22% of its average daily net assets. Management reserves the
right to implement and discontinue expenses limitations at any time.
The table below shows the anticipated expenses on a $10,000 investment in the
Fund over the indicated periods. All mutual funds present this information so
that you can make comparisons. Your actual costs could be higher or lower than
this example.
Expenses on a $10,000 investment* ($)
1 Year 3 Years
- --------------------------------------------------
Institutional Shares 135 421
* Assumptions: $10,000 initial investment, all dividends and distributions
reinvested, 5% annual returns, and no changes in the Fund's operating
expenses from those indicated for Year 1.
12 BNY Hamilton International Equity CRT Fund
<PAGE>
Account Policies
Daily NAV Calculation
Each Fund calculates its net asset value per share (NAV) at the close of regular
trading on the New York Stock Exchange each day that the exchange is open. When
market prices are not available, the funds will use fair value prices as
determined by the board of directors. Securities listed on a foreign exchange
are valued at the last quoted sale price available before the time when net
assets are valued. Unlisted securities are valued at the average of the quoted
bid and asked prices in the over-the-counter market. The value of each security
for which readily available market quotations exist is based on a decision as to
the broadest and most representative market for such security.
Purchase orders received before the close of the New York Stock Exchange will be
executed at the NAV calculated at that day's close.
The Funds invest, or may invest, in securities that are traded on foreign
exchanges, which may be open when the New York Stock Exchange is closed. The
value of your investment in the Funds may change on days when you will be unable
to purchase or redeem shares.
Opening an Account/
Purchasing Shares
Minimum invesment requirements
Minimum Minimum
initial continuing Minimum
Account Type Investor Shares balance
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Regular Account $10,000 $1,000 $1,000
Call 800-4BNY-FND (800-426-9363) for details
Account Policies 13
<PAGE>
Opening an Account/Purchasing Shares
<TABLE>
<CAPTION>
Open an account Add to your investment
Mail
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<S> <C>
Send completed new account application and a Send a check payable directly to your fund
check payable directly to each fund you want to:
to invest in to:
BNY Hamilton Funds, Inc.
BNY Hamilton Funds P.O. Box 806
P.O. Box 163310 Newark, NJ 07101-0806
Columbus, OH 43216-3310
If possible, include a tear-off payment stub
For all enrollment forms, call 800-426-9363. from one of your transaction confirmation or
account statements.
</TABLE>
<TABLE>
<CAPTION>
Wire
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<S> <C>
The funds do not charge a fee for wire
transactions, but your bank may.
Mail your completed new account application
to the Ohio address above. Call the transfer
agent at 800-952-6276 for an account number.
Instruct your bank to wire funds to a new Instruct your bank to wire funds to:
account at:
The Bank of New York New York, NY 10286 ABA:
The Bank of New York 021000018 BNY Hamilton Funds DDA 8900275847
New York, NY 10286 Attn: [your fund] Ref: [your name, account
ABA: 021000018 number and taxpayer ID]
BNY Hamilton Funds
DDA 8900275847
Attn: [your fund]
Ref: [your name, account number and taxpayer ID]
</TABLE>
<TABLE>
<CAPTION>
Dealer
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<S> <C>
Note: a broker-dealer may charge a fee.
Contact your broker-dealer Contact your broker-dealer
</TABLE>
14 Account Policies
<PAGE>
Purchases by personal check: Checks or money orders should be in U.S. dollars
and payable to the specific fund you wish to invest in. The funds do not accept
third-party checks. In addition, you may not receive proceeds from redemptions
until your original purchase clears, which may take up to ten business days.
Wire transactions: The Funds do not charge a fee for wire transfers from your
bank to the Funds. However, your bank may charge a service fee for wiring funds.
Tax Deductions and Consequences: The four-tier tax system applied to the payout
of a CRT to the income beneficiary has been referred to as a worst in/first out
system. That is, to the extent that tier one items (dividends, taxable bond
interest, and short-term gains) are received by the trust, that is considered
the tax status of that portion of the payout. To the extent that the payout
exceeds the amount of tier one items received by the trust, the next portion of
the payout is taxed at tier two levels (long-term capital gains rates) to the
extent that the trust has realized long-term gains. Since CRTs retain the cost
basis and holding period of the funding assets and many CRTs are funded with
appreciated assets, there is frequently a reservoir of long-term gains inside
trusts. On an accounting basis, income beneficiaries may find it desirable to
have as much of their payout taxed as long-term gain rather than ordinary
income. In cases where the payout exceeds the accumulated tier one and tier two
distributions, distributions that are tier three (i.e. tax-exempt interest)
would be next. It is not anticipated that the Funds will generate any tax-exempt
interest. Finally, in cases where the payout exceeds the amount of the top three
tiers, the remainder of the payout is deemed return of principal.
Account Policies 15
<PAGE>
Exchanges/Redeeming Shares
<TABLE>
<CAPTION>
To exchange shares between mutual funds To redeem shares
(minimum $500)
Phone
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<S> <C>
Call 800-426-9363. Call 800-426-9363.
The proceeds can be wired to your bank
account two business days after your
redemption request, or a check can be
mailed to you at the address of record
on the following business day.
</TABLE>
<TABLE>
<CAPTION>
Mail
- ------------------------------------------------------------------------------------------
<S> <C>
Your instructions should include: Your instructions should include:
o your account number o your account number
o names of the funds and number of o names of the funds and number of
shares or dollar amount you want to shares or dollar amount you want to
exchange. exchange.
A signature guarantee is required
whenever:
o you redeem more than $50,000
o you want to send proceeds to a
different address
o you have changed your account address
within the last 60 days
</TABLE>
<TABLE>
<CAPTION>
Dealer
- ------------------------------------------------------------------------------------------
<S> <C>
Contact your broker-dealer. Contact your broker-dealer.
</TABLE>
<TABLE>
<CAPTION>
Systematic Withdrawal
- ------------------------------------------------------------------------------------------
<S> <C>
Requires $10,000 minimum fund balance
You can choose from several options for
monthly, quarterly, semi-annual or
annual withdrawals:
o declining balance
o fixed dollar amount
o fixed share quantity
o percentage of your fixed account
Call 800-4BNY-FND for details.
</TABLE>
MAKING EXCHANGES/REDEEMING SHARES
As with purchase orders, redemption requests received before the regular close
of the New York Stock Exchange will be executed at the offering price calculated
at that day's close.
The BNY Hamilton Equity CRT Funds are available only to direct investments over
$10,000 or to investors who have specific asset management relationships with
the Adviser. Please contact your Bank of New York representative for detailed
instructions and additional policies.
As with purchase orders, Fund shares are redeemed at the next NAV per share
calculated after the transfer agent receives the redemption request.
16 Account Policies
<PAGE>
The Funds do not issue share certificates.
Reserved rights: The Funds reserve the following rights:
o To suspend sale of shares to the public
o To reject any exchange request and to modify or terminate exchange privileges
o To delay wiring redemption proceeds for up to seven days, if the Adviser
believes an earlier payment could adversely affect a Fund
o To suspend the right of redemption
Exchange minimums: You may exchange shares between the The BNY Hamilton Equity
CRT Funds, The BNY Hamilton Money Fund--Hamilton Premier Shares, The BNY
Hamilton Treasury Money Fund--Hamilton Premier Shares, and the Institutional
class of the Taxable and Tax-Exempt Fixed Income Funds provided you meet the
minimum account balance requirement. Shares to be exchanged must have a value of
at least $10,000. If you will be investing in a new Fund, you must exchange
enough shares to meet the minimum balance requirement.
To make an exchange, contact your Bank of New York representative.
From the perspective of tax liability, an exchange is the same as a redemption
from one fund and a purchase of another, meaning that you are likely to generate
a capital gain or loss when you make an exchange.
Signature guarantees: You can get a signature guarantee from many brokers and
from some banks, savings institutions and credit unions. A notary public cannot
provide a signature guarantee.
Redemptions In-Kind: The Funds reserve the right to make payment in securities
rather than cash. This could occur under extraordinary circumstances, such as a
very large redemption that could affect a Fund's operations (for example, more
than 1% of the Fund's net assets). If a Fund deems it advisable for the benefit
of all shareholders, redemption in-kind will consist of securities equal in
market value to your shares. When the shareholder converts these securities to
cash, they will pay brokerage charges.
Account Policies 17
<PAGE>
Distributions and Tax Considerations
Each Fund pays dividends and capital gains distributions, if any, at least
annually, approximately 10 calendar days before month end. Distributions are
automatically paid in cash. Notify the transfer agent in writing to:
o choose to receive dividends or distributions (or both) in additional fund
shares
o change the way you currently receive distributions
Your taxable income is the same regardless of which option you choose.
Type of Distribution Federal Tax Status
- ---------------------------------------------------
Dividends from net ordinary income (Tier 1)
investment income
Short-term capital gains ordinary income (Tier 1)
Long-term capital gains capital gains (Tier 2)
Dividends from net not taxed (Tier 3)
investment income from
tax-exempt source
Return of Principal not taxed (Tier 4)
Distributions from the Funds are expected to be primarily long-term capital
gains.
Income paid out by the Funds includes all dividend and interest income, which is
fully taxable as income to the beneficiaries. Income will vary depending upon
the investment performance and yield of the Funds.
The funds issue detailed annual tax information statements for each investor,
recording all distributions and redemptions for the preceding year. Any investor
who does not provide a valid Social Security or taxpayer identification number
to the funds may be subject to federal backup withholding tax.
You should consult your tax adviser about your own particular tax situation.
Investment Adviser
The Bank of New York, located at One Wall Street, New York, NY 10286, is the
Adviser of the Funds. Founded by Alexander Hamilton in 1784, it is one of the
largest commercial banks in the United States, with over $66.6 billion in
assets. The Bank of New York began offering investment services in the 1830s and
today manages more than $48.4 billion in investments for institutions and
individuals.
IndoCam International Investment Services, located at 90, boulevard Pasteur-
75730 Paris Cedex 15- France, is the Sub-Adviser for the BNY Hamilton
International Equity CRT Fund. Indocam, the asset management arm of Credit
Agricole, manages $130 billion of non-U.S. assets.
Adviser compensation: The Adviser is responsible for all business activities and
investment decisions for the Funds. In return for these services, each Fund pays
the Adviser an annual fee.
Fee as a % of average
Fund daily net assets
BNY Hamilton Large Cap Growth CRT Fund .60%
BNY Hamilton Small Cap Growth CRT Fund .75%
BNY Hamilton International Equity CRT Fund* .85%
* The Adviser pays Indocam a fee equal to .425% of the Fund's average daily
net assets.
18 Account Policies
<PAGE>
Portfolio Managers
Day-to-day management of the Funds is handled by a team of investment
professionals, under the leadership of a portfolio manager, described below.
BNY Hamilton Large Cap Growth CRT Fund is managed by Charles Goodfellow and
Christopher G. DiEnno. Mr. Goodfellow is senior portfolio manager of the Fund
and a vice president of the adviser. He has managed the Fund since its inception
in 1997 and has been managing common trust funds since he joined the adviser in
1989. Mr. DiEnno has been a portfolio manager of the Fund since 1999 and has
been a member of the management team since 1997. Before joining the adviser in
1996, he was a portfolio manager and analyst with PNC Asset Management from 1993
to 1995.
BNY Hamilton Small Cap Growth CRT Fund is managed by John C. Lui. Mr. Lui is a
vice president of the Adviser and has managed the BNY Hamilton Small Cap Growth
Fund since its inception in 1997. He joined the Adviser in 1994 and has been
managing assets since 1987. Before joining the Adviser, Mr. Lui managed global
equity and bond portfolios for Barclays Global Asset Management.
BNY Hamilton International Equity CRT Fund is managed by the Adviser and IndoCam
International Investment Services, a subsidiary of Credit Agricole, the
Sub-Adviser for this Fund. Mary Clare Bland is a vice president of the Adviser
and has managed the BNY Hamilton International Equity Fund since 1998, when she
joined the Adviser. Before that, Ms. Bland was a loan markets analyst for Loan
Pricing Corporation from 1996 to 1997, taught economics at the University of
Gdansk in Poland from 1995 to 1996 and completed her doctorate in economics at
Indiana University from 1991 to 1995.
Prior performance of Adviser. The Adviser also manages with full discretionary
authority the BNY Hamilton Large Cap Growth Fund and the BNY Hamilton Small Cap
Growth Fund, mutual funds with respective investment objectives, policies,
strategies and risks substantially similar to those of the BNY Hamilton Large
Cap Growth CRT Fund and BNY Hamilton Small Cap Growth CRT Fund. The Adviser and
the Sub-Adviser also manage with full discretionary authority the BNY Hamilton
International Equity Fund, a mutual fund with investment objectives, policies,
strategies and risks substantially similar to those of the BNY Hamilton
International Equity CRT Fund.
BNY Hamilton Large Cap Growth Fund. (Performance below is that of substantially
similar accounts and funds.) The cumulative total return of the Institutional
Shares of the BNY Hamilton Large Cap Growth Fund from April 1, 1997 through June
30, 1999 was 31.36%, while the cumulative total return of the Standard & Poor's
500 Composite Stock Total Return Index for the same period was 30.17%. The
following table sets forth the average annual returns of the Institutional
Shares of the BNY Hamilton Large Cap Growth Fund for the one-year, five-year and
ten-year periods ended June 30, 1999, compared with the performance of the
Standard & Poor's 500 Composite Stock Total Return Index and the Lipper Growth
and Income Funds Index.
Average annual total returns (%) as of 6/30/99*
1 Year 5 Years 10 Years
- -----------------------------------------------------
Institutional Shares(1) 21.65 26.03 17.41
S&P 5002(2) 22.73 27.86 18.76
Lipper Growth and
Income Funds Index(3) 13.56 21.11 15.24
* Assumes reinvestment of dividends and distributions.
(1) For Institutional Shares before 4/1/97, performance figures are based on the
performance of an unregistered Bank of New York common trust fund that
had objectives and policies materially equivalent to those of BNY Hamilton
Large Cap Growth Fund. Although the figures have been adjusted to attempt to
reflect expenses associated with the BNY Hamilton Large Cap Growth Fund,
they are only approximations. Many other factors also reduce their
reliability. For example, the common trust fund performance might have been
lower if it had been subject to the extra restrictions imposed on mutual
funds.
(2) The S&P 500 is an unmanaged index of 500 large U.S. companies.
(3) The Lipper Growth and Income Funds Index tracks the returns (after fees) of
the largest growth and income mutual funds.
Account Policies 19
<PAGE>
BNY Hamilton Small Cap Growth Fund. The cumulative total return of the
Institutional Shares of the BNY Hamilton Small Cap Growth Fund from April 1,
1997 through June 30, 1999 was 24.49%, while the cumulative total return of the
Russell 2000 Index for the same period was 15.65%. The following table sets
forth the average annual returns of the Institutional Shares of the BNY Hamilton
Small Cap Growth Fund for the one-year and five-year periods ended June 30, 1999
and over the life of that Fund, compared with the performance of the Russell
2000 Index and the Lipper Small Cap Funds Index.
Average total returns (%) as of 6/30/99*
Life
1 Year 5 Years of fund
- ------------------------------------------------------
Institutional Shares(1) 18.71 19.65 18.45
Russell 2000(2) 1.50 15.40 17.50
Lipper Small Cap Funds
Index(3) 1.92 15.44 16.30
* Assumes reinvestment of dividends and distributions.
(1) For Institutional Shares before 4/1/97, performance figures are based on the
performance of an unregistered Bank of New York commingled trust fund that
had objectives and policies materially equivalent to those of BNY Hamilton
Small Cap Growth Fund. Although the figures have been adjusted to attempt to
reflect expenses associated with the BNY Hamilton Small Cap Growth Fund,
they are only approximations. Many other factors also reduce their
reliability. For example, the common trust fund performance might have been
lower if it had been subject to the extra restrictions imposed on mutual
funds.
(2) The Russell 2000 is an unmanaged index of small U.S. companies.
(3) The Lipper Small Cap Funds Index tracks the returns (after fees) of the
largest small-cap equity mutual funds.
BNY Hamilton International Equity Fund. The cumulative total return of the
Institutional Shares of the BNY Hamilton International Equity Fund from April 1,
1997 through June 30, 1999 was 13.43%, while the cumulative total return of the
MSCI EAFE Index for the same period was 12.29%. The following table sets forth
the average annual returns of the Institutional Shares of the BNY Hamilton
International Equity Fund for the one-year period ended June 30, 1999 and over
the life of that fund, compared with the performance of the MSCI EAFE Index and
the Lipper International Funds Index.
Average annual total returns (%) as of 6/30/99*
Life
1 Year of fund
- --------------------------------------------------
Institutional Shares(1) 6.56 13.43
MSCI EAFE(2) 7.92 12.29
Lipper International Funds
Index(3) 4.00 10.84
* Assumes reinvestment of dividends and distributions.
(1) Institutional Shares commenced operations on 4/1/97.
(2) The MSCI EAFE is an unmanaged index of stocks of companies in Europe,
Australia, Asia and the Far East.
(3) The Lipper International Funds Index tracks the returns (after fees) of the
largest international equity mutual funds.
Historical Performance Is Not Indicative of Future Performance. Each of the BNY
Hamilton Large Cap Growth Fund, the BNY Hamilton Small Cap Growth Fund and the
BNY Hamilton International Equity Fund is a separate fund from its BNY Hamilton
Equity CRT Fund counterpart, and its historical performance is not indicative of
the potential performance of its BNY Hamilton Equity CRT Fund counterpart. Share
prices and investment returns will fluctuate because of changes in market
conditions and in company-specific fundamentals of portfolio securities.
Year 2000 (Y2k) Compliance
The Year 2000, or Y2K, problem refers to the inability of many computer systems
to distinguish the year 2000 from the year 1900. The Funds' operations, and
therefore their shareholders, could be adversely affected if the computer
systems used by the Funds, their service providers and other entities with
computer systems linked to the Funds do not properly recognize and process
January 1, 2000 and later dates. The Bank of New York has worked actively to
avoid the Y2K problem on its own software systems, and it is obtaining
assurances from its outside service providers that they are taking similar
steps. It is not certain, however, that these actions will be adequate to
prevent these problems from adversely impacting the Funds or their shareholders.
Furthermore, the net asset value of the Funds may decline due to the Y2K
problem's effect on foreign or U.S. issuers of securities held by the Funds or
securities markets generally.
20 Account Policies
<PAGE>
Notes
Notes 21
<PAGE>
Notes
22 Notes
<PAGE>
BNY
Hamilton
Funds
<PAGE>
For More Information
Statement of Additional Information (SAI) The SAI contains more detailed
disclosure on features and policies of the funds. A current SAI has been filed
with the Securities and Exchange Commission and is incorporated by reference
into this document (that is, it is legally a part of this prospectus).
You can obtain the SAI free of charge, make inquiries or request other
information about the funds by contacting your dealer or:
BNY Hamilton Funds
P.O. Box 163310
Columbus, OH 43216-3310
800-426-9363 (800-4BNY-FND)
Information is also available from the SEC:
Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-6009
www.sec.gov
For information on the operation of the SEC's public reference room, where
documents may be viewed and copied, call:
1-800-SEC-0330
Note: The SEC requires a duplicating fee for
paper copies.
SEC File Number: 811-6654
BNY
Hamilton
Funds
<PAGE>
BNY HAMILTON FUNDS, INC.
Statement of Additional Information
BNY Hamilton Large Cap Growth CRT Fund
BNY Hamilton Small Cap Growth CRT Fund
BNY Hamilton International Equity CRT Fund
January 3, 2000
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, BUT CONTAINS
ADDITIONAL INFORMATION ABOUT THE FUNDS LISTED ABOVE WHICH SHOULD BE READ IN
CONJUNCTION WITH THE PROSPECTUS, DATED, 1999, AS SUPPLEMENTED FROM TIME TO TIME,
WHICH MAY BE OBTAINED UPON REQUEST FROM BNY HAMILTON DISTRIBUTORS, INC., 90 PARK
AVENUE, NEW YORK, NEW YORK 10016 ATTENTION: BNY HAMILTON FUNDS, INC.,
1-800-426-9363.
<PAGE>
Table of Contents
Page
General 1
Investment Objectives and Policies 1
Investment Restrictions 14
Directors and Officers 16
Investment Adviser 19
Administrator 21
Distributor 22
Fund, Shareholder and Other Services 22
Purchase of Shares 22
Redemption of Shares 23
Exchange of Shares 23
Dividends and Distributions 24
Net Asset Value 24
Performance Data 25
Portfolio Transactions and Brokerage 27
Description of Shares 29
Taxes 32
Additional Information 36
Appendix A -- Description of Securities Ratings 38
0
<PAGE>
GENERAL
BNY Hamilton Funds, Inc. ("BNY Hamilton") is an open-end investment company,
currently consisting of thirteen series: BNY Hamilton Money Fund, BNY Hamilton
Treasury Money Fund, BNY Hamilton Equity Income Fund, BNY Hamilton Large Cap
Growth Fund, BNY Hamilton Small Cap Growth Fund, BNY Hamilton International
Equity Fund, BNY Hamilton Intermediate Government Fund, BNY Hamilton
Intermediate Investment Grade Fund, BNY Hamilton Intermediate New York
Tax-Exempt Fund, BNY Hamilton Tax-Exempt Fund, BNY Hamilton Large Cap Growth CRT
Fund, BNY Hamilton Small Cap Growth CRT Fund and BNY Hamilton International
Equity CRT Fund. Each of the BNY Hamilton Large Cap Growth CRT Fund, BNY
Hamilton Small Cap Growth CRT Fund and BNY Hamilton International Equity CRT
Fund is referred to herein as a "CRT Fund" or a "Fund", and collectively, as the
"CRT Funds" or the "Funds", as the context requires. The Bank of New York (the
"Adviser") will serve as investment adviser to each of the Funds, and Indocam
(the "Sub-Adviser") is the sub-adviser for the BNY Hamilton International Equity
CRT Fund. This Statement of Additional Information provides additional
information only with respect to the CRT Funds and should be read in conjunction
with the current Prospectus relating to each CRT Fund. For additional
information with respect to the other series of BNY Hamilton Funds, please read
the prospectuses, and the Statement of Additional Information dated April 30,
1999, relating to such Funds.
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES AND POLICIES
BNY Hamilton Large Cap Growth CRT Fund (the "Large Cap Growth CRT Fund") is
designed as an economical and convenient means of investing primarily in equity
securities. The Large Cap Growth CRT Fund's investment objective is to provide
long-term capital appreciation by investing primarily in equity securities of
domestic and foreign companies; current income is a secondary objective. During
times of adverse market and/or economic conditions, the Fund may invest in
securities with a high enough yield to offer possible resistance to downward
market and/or economic pressure. In selecting securities for the Fund, the
Adviser will focus on securities of corporations perceived to have a relatively
high potential for growth of earnings and/or revenues. The Fund currently
considers large cap corporations to be those with market capitalizations of $3
billion or greater. Under normal circumstances the Fund will invest at least 65%
of its assets in such equity securities.
BNY Hamilton Small Cap Growth CRT Fund (the "Small Cap Growth CRT Fund") is
designed for CRTs interested in stocks of smaller corporations. The Small Cap
Growth CRT Fund's investment objective is to provide long-term capital
appreciation by investing primarily in equity securities of small domestic and
foreign companies. In
1
<PAGE>
selecting securities for the Small Cap Growth CRT Fund, the Adviser will focus
on securities of corporations perceived as having potential for rapid growth in
earnings or revenues due to expanded operations, new products, new technologies,
new channels of distribution, revitalized management, general industry condition
or other similar advantageous circumstances. Current income will not be a
consideration. The Fund currently considers small corporations to be those with
market capitalizations of between $100 million and $1.5 billion. Under normal
circumstances, the Fund will invest at least 65% of the value of its total
assets in such equity securities.
BNY Hamilton International Equity CRT Fund (the "International Equity CRT Fund")
is designed for more aggressive CRTs who wish to participate in foreign markets.
The Fund's investment objective is to provide long-term capital appreciation by
investing primarily in equity securities of non-U.S. issuers. The Fund's country
allocation normally reflects, within a range of 5%, that of the Morgan Stanley
Capital International Europe, Australia and Far East Index. The Fund may at any
time include American Depository Receipts, which are United States securities
representing foreign securities deposited with foreign custodians or foreign
branches of U.S. commercial banks and traded in U.S. dollars on national
exchanges and in over-the-counter markets. At any give time the Fund may invest
up to 50% of its assets in securities principally traded in any one country
although the Fund will ordinarily invest at least 65% of its total assets in at
least three countries.
The following discussion supplements the information regarding investment
objectives and policies of the CRT Funds as set forth above and in their
respective prospectuses.
Government and Money Market Instruments
As discussed in the Prospectus, each Fund may invest in cash equivalents to the
extent consistent with its investment objectives and policies. A description of
the various types of cash equivalents that may be purchased by the Funds appears
below. See "Quality and Diversification Requirements".
United States Government Obligations. Each of the Funds may invest in
obligations issued or guaranteed by the United States Government or by its
agencies or instrumentalities. Obligations issued or guaranteed by federal
agencies or instrumentalities may or may not be backed by the "full faith and
credit" of the United States. Securities backed by the full faith and credit of
the United States include Treasury bills, Treasury notes, Treasury bonds, and
obligations of the Government National Mortgage Association, the Farmers Home
Administration, and the Export-Import Bank. In the case of securities not backed
by the full faith and credit of the United States, each Fund must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment and may not be able to assert a claim against the United States in the
event the agency or instrumentality does not meet its commitments. Securities in
which
2
<PAGE>
each Fund may invest that are not backed by the full faith and credit of the
United States include, but are not limited to, obligations of the Tennessee
Valley Authority, the Federal National Mortgage Association and the United
States Postal Service, each of which has the right to borrow from the United
States Treasury to meet its obligations, and obligations of the Federal Farm
Credit System and the Federal Home Loan Banks, both of whose obligations may be
satisfied only by the individual credits of each issuing agency.
Foreign Government Obligations. Each of the Funds, subject to its applicable
investment policies, may also invest in short-term obligations of foreign
sovereign governments or of their agencies, instrumentalities, authorities or
political subdivisions. These securities may be denominated in United States
dollars or in another currency. See "Foreign Investments".
Bank Obligations. Each of the Funds may invest in negotiable certificates of
deposit, time deposits and bankers' acceptances of (i) banks, savings and loan
associations and savings banks that have more than $2 billion in total assets
and are organized under the laws of the United States or any state, (ii) foreign
branches of these banks or of foreign banks of equivalent size ("Euros") and
(iii) United States branches of foreign banks of equivalent size ("Yankees").
The Funds will not invest in obligations for which the Adviser, the Sub-Adviser,
or any of their respective affiliated persons, is the ultimate obligor or
accepting bank. Each of the Funds may also invest in obligations of
international banking institutions designated or supported by national
governments to promote economic reconstruction, development or trade between
nations (e.g., the European Investment Bank, the Inter-American Development
Bank, or the World Bank).
Commercial Paper. Each of the Funds may invest in commercial paper, including
Master Notes. Master Notes are obligations that provide for a periodic
adjustment in the interest rate paid and permit periodic changes in the amount
borrowed. Master Notes are governed by agreements between the issuer and the
Adviser acting as agent, for no additional fee, in its capacity as investment
adviser to the Funds and as fiduciary for other clients for whom it exercises
investment discretion. The monies loaned to the borrower come from accounts
maintained with or managed by the Adviser, the Sub-Adviser or their respective
affiliates pursuant to arrangements with such accounts. Interest and principal
payments are credited to such accounts. The Adviser or the Sub-Adviser, acting
as a fiduciary on behalf of its clients, has the right to increase or decrease
the amount provided to the borrower under such Master Notes. The borrower has
the right to pay without penalty all or any part of the principal amount then
outstanding on an obligation together with interest to the date of payment.
Since these obligations typically provide that the interest rate is tied to the
Treasury bill auction rate, the rate on Master Notes is subject to change.
Repayment of Master Notes to participating accounts depends on the ability of
the borrower to pay the accrued interest and principal of the obligation on
demand, which is continuously monitored by the
3
<PAGE>
Adviser or the Sub-Adviser. Since Master Notes typically are not rated by credit
rating agencies, the Funds may invest in such unrated obligations only if at the
time of an investment the obligation is determined by the Adviser or the
Sub-Adviser to have a credit quality that satisfies such Fund's quality
restrictions. See "Quality and Diversification Requirements". Although there is
no secondary market for Master Notes, such obligations are considered by the
Funds to be liquid because they are payable within seven days of demand. The
Funds do not have any specific percentage limitations on investments in Master
Notes.
Repurchase Agreements. Each of the Funds may enter into repurchase agreements
with brokers, dealers or banks that meet the credit guidelines approved by the
Board of Directors of BNY Hamilton (the "Directors"). In a repurchase agreement,
a Fund buys a security from a seller that has agreed to repurchase the same
security at a mutually agreed upon date and price. The resale price is normally
in excess of the purchase price, reflecting an agreed upon interest rate. This
interest rate is effective for the duration of the agreement and is not related
to the coupon rate on the underlying security. A repurchase agreement may also
be viewed as a fully collateralized loan of money by a Fund to the seller. The
duration of these repurchase agreements will usually be short, from overnight to
one week, and at no time will the Funds invest in repurchase agreements with
durations of more than one year. The securities that are subject to repurchase
agreements, however, may have maturity dates in excess of one year from the
effective date of the repurchase agreement. The Fund will always receive as
collateral securities whose market value is, and during the entire term of the
agreement will remain, at least equal to 100% of the dollar amount invested by
the Fund in such agreement plus accrued interest, and the Fund will make payment
for such securities only upon physical delivery or upon evidence of book entry
transfer to the account of the Fund's custodian. If the seller defaults, a Fund
might incur a loss if the value of the collateral securing the repurchase
agreement declines, and might incur disposition costs in connection with
liquidating the collateral. In addition, if bankruptcy proceedings are commenced
with respect to the seller of the security, liquidation of the collateral by the
Fund may be delayed or limited. See "Investment Restrictions".
Equity Investments
As discussed in the Prospectus for the Funds, each Fund may invest in equity
securities to the extent consistent with its investment objective and policies.
The securities in which the Funds may invest include those listed on any
domestic or foreign securities exchange or traded in the over-the-counter
market. A discussion of the various types of equity investments which may be
purchased by a Fund appears in the Prospectus and below. See "Quality and
Diversification Requirements".
Common Stocks. The common stocks in which the Funds may invest includes the
common stock of any class or series of domestic or foreign corporations or any
similar
4
<PAGE>
equity interest, such as a trust or partnership interest. These investments may
or may not pay dividends or carry voting rights. Common stock occupies the most
junior position in a company's capital structure.
Convertible Securities. The convertible securities in which the Funds may invest
include any debt securities or preferred stock that may be converted into common
stock or that carry the right to purchase common stock. Convertible securities
entitle the holder to exchange the securities for a specified number of shares
of common stock, usually of the same company, at specified prices within a
certain period of time. They also entitle the holder to receive interest or
dividends until the holder elects to exercise the conversion privilege.
The terms of a convertible security determine its ranking in a company's capital
structure. In the case of subordinated convertible debentures, the holders'
claims on assets and earnings are subordinated to the claims of other creditors
and are senior to the claims of preferred and common shareholders. In the case
of convertible preferred stock, the holders' claims on assets and earnings are
subordinated to the claims of all creditors and are senior to the claims of
common shareholders.
Foreign Investments
The Funds may invest in certain foreign securities. The Large Cap Growth CRT
Fund and the Small Cap Growth CRT Fund do not expect to invest more than 20% of
their respective total assets at the time of purchase in securities of foreign
issuers. The Large Cap Growth CRT Fund and the Small Cap Growth CRT Fund do not
expect more than 15% of their respective foreign investments to be in securities
that are not either listed on a securities exchange or United States
dollar-denominated. Foreign investments may be made directly in securities of
foreign issuers or in the form of American Depository Receipts ("ADRs"),
European Depositary Receipts ("EDRs") and Global Depository Receipts ("GDRs").
Generally, ADRs, EDRs and GDRs are receipts issued by a bank or trust company
that evidence ownership of underlying securities issued by a foreign corporation
and that are designed for use in the domestic, in the case of ADRs, or global,
in the case of EDRs and GDRs, securities markets.
Since investments in foreign securities may involve foreign currencies, the
value of a Fund's assets as measured in United States dollars may be affected by
changes in currency rates and in exchange control regulations, including
currency blockage. The Funds may enter into forward commitments for the purchase
or sale of foreign currencies in connection with the settlement of foreign
securities transactions or to hedge the underlying currency exposure related to
foreign investments, but they will not enter into such commitments for
speculative purposes.
5
<PAGE>
Additional Investments
When-Issued and Delayed Delivery Securities. Each of the Funds may purchase
securities on a when-issued or delayed delivery basis. For example, delivery of
and payment for these securities can take place a month or more after the date
of the purchase commitment. The purchase price and the interest rate payable, if
any, on the securities are fixed on the purchase commitment date or at the time
the settlement date is fixed. The value of such securities is subject to market
fluctuation and no interest accrues to a Fund until settlement takes place. At
the time a Fund makes the commitment to purchase securities on a when-issued or
delayed delivery basis, it will record the transaction, reflect the value each
day of such securities in determining its net asset value and, if applicable,
calculate the maturity for the purposes of average maturity from that date. At
the time of its acquisition, a when-issued security may be valued at less than
the purchase price. A Fund will make commitments for such when-issued
transactions only when it has the intention of actually acquiring the
securities. To facilitate such acquisitions, each Fund will maintain with the
custodian a segregated account with liquid assets, consisting of cash, U.S.
Government securities or other appropriate securities, in an amount at least
equal to such commitments. On delivery dates for such transactions, each Fund
will meet its obligations from maturities or sales of the securities held in the
segregated account and/or from cash flow. If a Fund chooses to dispose of the
right to acquire a when-issued security prior to its acquisition, it could, as
with the disposition of any other portfolio obligation, incur a gain or loss due
to market fluctuation. It is the current policy of each Fund not to enter into
when-issued commitments exceeding in the aggregate 25% of the market value of
the Fund's total assets, less liabilities other than the obligations created by
when-issued commitments.
Investment Company Securities. The Funds may invest in the securities of other
investment companies within the limits set by the Investment Company Act of 1940
(the "1940 Act"). These limits require that, as determined immediately after a
purchase is made, (i) not more than 5% of the value of the Fund's total assets
will be invested in the securities of any one investment company, (ii) not more
than 10% of the value of the Fund's total assets will be invested in the
aggregate in securities of investment companies as a group and (iii) not more
than 3% of the outstanding voting stock of any one investment company will be
owned by the Fund. As a shareholder of an investment company, a Fund would bear,
along with other shareholders, its pro rata portion of such investment company's
expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that a Fund bears directly in connection with its
own operations.
Reverse Repurchase Agreements. Each of the Funds may enter into reverse
repurchase agreements. In a reverse repurchase agreement, a Fund sells a
security and agrees to repurchase the same security at a mutually agreed upon
date and price. This may also be viewed as the borrowing of money by a Fund. The
Funds will invest the proceeds of
6
<PAGE>
borrowings under reverse repurchase agreements. In addition, a Fund will enter
into a reverse repurchase agreement only when the interest income to be earned
from the investment of the proceeds is greater than the interest expense of the
transaction. A Fund will not invest the proceeds of a reverse repurchase
agreement for a period which exceeds the duration of the reverse repurchase
agreement. A Fund may not enter into reverse repurchase agreements exceeding in
the aggregate one-third of the market value of its total assets, less
liabilities other than the obligations created by reverse repurchase agreements.
Each Fund will establish and maintain with the Custodian a separate account with
a segregated portfolio of securities in an amount at least equal to its purchase
obligations under its reverse repurchase agreements.
Loans of Portfolio Securities. A Fund may lend securities if such loans are
secured continuously by liquid assets consisting of cash, U.S. Government
securities or other appropriate securities or by a letter of credit in favor of
the Fund at least equal at all times to 100% of the market value of the
securities loaned, plus accrued interest. While such securities are on loan, the
borrower will pay the Fund any income accruing thereon. Loans will be subject to
termination by a Fund in the normal settlement time, currently three Business
Days after notice, or by the borrower on one day's notice (as used herein,
"Business Day" shall denote any day on which the New York Stock Exchange and the
custodian are both open for business). Borrowed securities must be returned when
the loan is terminated. Any gain or loss in the market price of the borrowed
securities that occurs during the term of the loan inures to the lending Fund
and its shareholders. The Funds may pay reasonable finders' and custodial fees
in connection with loans. In addition, the Funds will consider all facts and
circumstances including the creditworthiness of the borrowing financial
institution, and the Funds will not make any loans for terms in excess of one
year. The Funds will not lend their securities to any director, officer,
employee, or affiliate of BNY Hamilton, the Adviser, the Sub-Adviser, the
Administrator or the Distributor, unless permitted by applicable law.
7
<PAGE>
Privately Placed and Certain Unregistered Securities. The Funds may invest in
privately placed, restricted, Rule 144A and other unregistered securities.
Quality and Diversification Requirements
Each of the Funds is classified as a "diversified" series of a registered
investment company under the 1940 Act. This means that with respect to 75% of
its total assets (1) the Fund may not invest more than 5% of its total assets in
the securities of any one issuer, except obligations of the United States
Government, its agencies and instrumentalities, and (2) the Fund may not own
more than 10% of the outstanding voting securities of any one issuer. As for the
remaining 25% of each Fund's total assets, there is no such limitation on
investment of these assets under the 1940 Act, so that all of such assets may be
invested in the securities of any one issuer, subject to the limitation of any
applicable state securities laws. Investments not subject to the limitations
described above could involve an increased risk to a Fund should an issuer be
unable to make interest or principal payments or should the market value of such
securities decline.
Convertible Debt and Short-Term Securities. The Funds may invest in convertible
debt securities, for which there are no specific quality requirements. In
addition, at the time a Fund invests in any commercial paper, bank obligation or
repurchase agreement, the issuer must have outstanding debt with a long-term
rating of A (or its equivalent) or higher by a nationally recognized statistical
rating organization (an "NRSRO"), such as Moody's or S&P; the issuer's parent
corporation, if any, must have outstanding commercial paper rated Prime-2 (or
its equivalent) or better an NRSRO; or if no such ratings are available, the
investment must be of comparable quality in the Adviser's (or Sub-Adviser's)
opinion. At the time a Fund invests in any other short-term debt securities,
they must have a rating of A (or its equivalent) or higher by an NRSRO, or if
unrated, the investment must be of comparable quality in the Adviser's (or
Sub-Adviser's) opinion.
Hedging Activities
Hedging is a means of transferring risk that an investor does not desire to
assume during an uncertain market environment. With the use of financial futures
contracts and options on financial instruments, the Adviser and the Sub-Adviser
believe it is possible to reduce the effects of market fluctuations.
Stock Index Futures, Related Options and Options on Stock Indexes. Each Fund may
attempt to reduce the risk of investment in equity securities by hedging a
portion of its portfolio securities through the use of stock index futures,
options on stock index futures traded on a national securities exchange or board
of trade and options on securities and on stock indexes traded on national
securities exchanges.
8
<PAGE>
A stock index assigns relative weightings to the common stocks in the index, and
the index generally fluctuates with changes in the market values of these
stocks. A stock index futures contract is an agreement in which one party agrees
to deliver to the other an amount of cash equal to a specific dollar amount
times the difference between the value of a specific stock index at the close of
the last trading day of the contract and the price at which the agreement is
made. Initial and variation margins are payable by the holders of positions in
the stock index future. In the case of options on stock index futures, the
holder of the option pays a premium and receives the right, upon exercise of the
option at a specified price during the option period, to assume the option
writer's position in a stock index futures contract. If the option is exercised
by the holder before the last trading day, the option writer delivers to the
option holder cash in an amount equal to the difference between the option
exercise price and the closing level of the relevant index on the date the
option expires. In the case of options on stock indexes, the holder of the
option pays a premium and receives the right, upon exercise of the option at a
specified price during the option period, to receive cash equal to the dollar
amount of the difference between the closing price of the relevant index and the
option exercise price times a specified multiple, called the "multiplier".
During a market decline or when the Adviser (or Sub-Adviser) anticipates a
decline, a Fund may hedge a portion of its portfolio by selling stock index
futures contracts, purchasing put options on such contracts or purchasing put
options on stock indexes in order to limit exposure to the decline. The Funds
may ultimately sell a put option in a closing sale transaction, exercise it or
permit it to expire. Profit or loss from such a transaction will depend on
whether the sale price is more or less than the premium paid to purchase the put
option plus the related transaction costs. This strategy provides an alternative
to liquidation of securities positions and the corresponding costs of such
liquidation. Conversely, during a market advance or when the Adviser (or
Sub-Adviser) anticipates an advance, a Fund may hedge a portion of its portfolio
by purchasing stock index futures contracts, purchasing call options on such
contracts or purchasing call options on stock indexes. This strategy affords a
hedge against a market advance at a time when the Fund is not fully invested and
serves as a temporary substitute for the purchase of individual securities which
may later be purchased in a more advantageous manner. A Fund will sell options
on stock index futures and on stock indexes only to close out existing hedge
positions.
The Funds will not engage in transactions in stock index futures contracts or
related options for speculation. The Funds will use these instruments only as a
hedge against changes resulting from market conditions in the values of
securities held in a Fund's portfolio or which it intends to purchase and where
the transaction is economically appropriate to the reduction of risks inherent
in the ongoing management of a Fund. In addition, a Fund will sell stock index
futures only if the amount resulting from the multiplication of the then current
level of the indexes upon which its futures contracts are based and the number
of futures contracts which would be outstanding do not exceed
9
<PAGE>
one-third of the value of a Fund's net assets. A Fund also may not purchase or
sell stock index futures or purchase options on futures if, immediately
thereafter, the sum of the amount of margin deposits on a Fund's existing
futures positions and premiums paid for such options would exceed 5% of the
market value of a Fund's total assets. When a Fund purchases stock index futures
contracts, it will deposit an amount of cash and liquid securities equal to the
market value of the futures contracts in a segregated account with the Fund's
custodian.
The Funds' successful use of stock index futures contracts, options on such
contracts and options on indexes depends upon the Adviser's ability to predict
movements in the direction of the market and is subject to various additional
risks. The correlation between movements in the price of the stock index future
and the price of the securities being hedged is imperfect and the risk from
imperfect correlation increases as the composition of the Fund's portfolio
diverges from the composition of the relevant index. In addition, if the
specific Fund purchases futures to hedge against market advances before it can
invest in common stock in an advantageous manner and the market declines, it
might create a loss on the futures contract. Particularly in the case of options
on stock index futures and on stock indexes, the Fund's ability to establish and
maintain positions will depend on market liquidity.
Risks Associated with Futures Contracts. There are risks associated with the use
of futures contracts for hedging purposes. The price of a futures contract will
vary from day to day and should parallel (but not necessarily equal) the changes
in price of the underlying deliverable securities. The difference between these
two price movements is called "basis". There are occasions when basis becomes
distorted. For instance, the increase in value of the hedging instruments may
not completely offset the decline in value of the securities in the portfolio.
Conversely, the loss in the hedged position may be greater than the capital
appreciation that a Fund experiences in its securities positions. Distortions in
basis are more likely to occur when the securities hedged are not the security
subject to the futures contract or part of the index covered by the futures
contract. Further, if market values do not fluctuate, a Fund will sustain a loss
at least equal to the commissions on the financial futures transactions.
All investors in the futures market are subject to initial margin and variation
margin requirements. Rather than providing additional variation margin, an
investor may close out a futures position. Changes in the initial and variation
margin requirements may influence an investor's decision to close out the
position. The normal relationship between the securities and futures markets may
become distorted if changing margin requirements do not reflect changes in value
of the securities. The liquidity of the futures market depends on participants
entering into offsetting transactions rather than making or taking delivery of
the underlying securities. In the event investors decide to make or take
delivery (which is unlikely), liquidity in the futures market could be reduced,
thus producing temporary basis distortion. Finally, the margin requirements in
the futures
10
<PAGE>
market are substantially lower than margin requirements in the securities
market. Therefore, increased participation by speculators in the futures market
may cause temporary basis distortion.
In the futures market, it may not always be possible to execute a buy or sell
order at the desired price, or to close out an open position due to market
conditions, limits on open positions, and/or daily price fluctuation limits.
Each market establishes a limit on the amount by which the daily market price of
a futures contract may fluctuate. Once the market price of a futures contract
reaches its daily price fluctuation limit, positions in the commodity can be
neither taken nor liquidated unless traders are willing to effect trades at or
within the limit. The holder of a futures contract (including a Fund) may
therefore be locked into its position by an adverse price movement for several
days or more, which may be to its detriment. If a Fund could not close its open
position during this period it would continue to be required to make daily cash
payments of variation margin. The risk of loss to a Fund is theoretically
unlimited when the Fund writes (sells) an uncovered futures contract because the
Fund is obligated to make delivery unless the contract is closed out, regardless
of fluctuations in the price of the underlying security. When a Fund purchases a
put option or call option, however, the maximum risk of loss to the Fund is the
price of the put option or call option purchased. See "Options on Securities".
Options on Securities. A Fund may purchase put options only on equity securities
held in its portfolio and write call options on stocks only if they are covered,
and such call options must remain covered so long as the Fund is obligated as a
writer. The Funds do not presently intend to purchase put options and write call
options on stocks that are not traded on national securities exchanges or listed
on the Nasdaq National Market(R) ("NASDAQ").
A Fund may, from time to time, write call options on its portfolio securities.
The Funds may write only call options that are "covered", meaning that the
writing Fund either owns the underlying security or has an absolute and
immediate right to acquire that security, without additional cash consideration
(or for additional cash consideration held in a segregated account by its
custodian), upon conversion or exchange of other securities currently held in
its portfolio. In addition, a Fund will not permit the call to become uncovered
prior to the expiration of the option or termination through a closing purchase
transaction as described below. If a Fund writes a call option, the purchaser of
the option has the right to buy (and the Fund has the obligation to sell) the
underlying security at the exercise price throughout the term of the option. The
amount paid to a Fund by the purchaser of the option is the "premium". A Fund's
obligation to deliver the underlying security against payment of the exercise
price would terminate either upon expiration of the option or earlier if a Fund
were to effect a "closing purchase transaction" through the purchase of an
equivalent option on an exchange. There can be no assurance that a closing
purchase transaction can be effected. The Funds are not able to effect closing
purchase transactions after they receive notice of exercise.
11
<PAGE>
In order to write a call option, a Fund is required to comply with the rules of
The Options Clearing Corporation and the various exchanges with respect to
collateral requirements. A Fund may not purchase call options on individual
stocks except in connection with a closing purchase transaction. It is possible
that the cost of effecting a closing transaction may be greater than the premium
received by a Fund for writing the option.
The Funds may also purchase listed put options, but only if it owns the
underlying securities. If a Fund purchases a put option, it has the option to
sell a given security at a specified price at any time during the term of the
option.
Purchasing put options may be used as a portfolio investment strategy when the
investment adviser perceives significant short-term risk but substantial
long-term appreciation for the underlying security. The put option acts as an
insurance policy, as it protects against significant downward price movement
while it allows full participation in any upward movement. If a Fund is holding
a stock that it feels has strong fundamentals, but for some reason may be weak
in the near term, it may purchase a listed put on such security, thereby giving
itself the right to sell such security at a certain strike price throughout the
term of the option. Consequently, a Fund will exercise the put only if the price
of such security falls below the strike price of the put. The difference between
the put's strike price and the market price of the underlying security on the
date a Fund exercises the put, less transaction costs, will be the amount by
which the Fund will be able to hedge against a decline in the underlying
security. If during the period of the option the market price for the underlying
security remains at or above the put's strike price, the put will expire
worthless, representing a loss of the price the Fund paid for the put, plus
transaction costs. If the price of the underlying security increases, the profit
a Fund realizes on the sale of the security will be reduced by the premium paid
for the put option less any amount for which the put may be sold.
- --------------------------------------------------------------------------------
INVESTMENT RESTRICTIONS
Fundamental Policies
In addition to its investment objectives, each Fund is subject to certain
investment restrictions that are deemed fundamental policies, i.e., policies
that cannot be changed without the approval of the holders of a majority of the
outstanding voting securities of the Fund, as defined under "Additional
Information" below. See "Organization" and "Additional Information". The
investment restrictions of the Funds follow.
12
<PAGE>
The Funds may not:
1. Acquire illiquid securities, including repurchase agreements with more
than seven days to maturity or fixed time deposits with a duration of
over seven calendar days, if as a result thereof, more than 15% of the
market value of a Fund's net assets would be in investments that are
illiquid;
2. Borrow money, except from banks for extraordinary or emergency purposes
and then only in amounts not to exceed one-third of the value of the
relevant Fund's total assets, taken at cost, at the time of such
borrowing and except in connection with reverse repurchase agreements
permitted by Investment Restriction 12, or mortgage, pledge, or
hypothecate any assets except in connection with any such borrowing in
amounts not to exceed one-third of the value of the Fund's net assets
at the time of such borrowing. A Fund will not purchase securities
while borrowings exceed 5% of the Fund's total assets. This borrowing
provision is included to facilitate the orderly sale of portfolio
securities, for example, in the event of abnormally heavy redemption
requests, and is not for investment purposes. Collateral arrangements
for premium and margin payments in connection with a Fund's hedging
activities are not deemed to be a pledge of assets;
3. Purchase the securities or other obligations of any one issuer if,
immediately after such purchase, more than 5% of the value of the
relevant Fund's total assets would be invested in securities or other
obligations of any one such issuer. This limitation shall not apply to
issues of the United States Government, its agencies or
instrumentalities and to permitted investments of up to 25% of a Fund's
total assets;
4. Purchase the securities or other obligations of issuers in the same
industry if, immediately after such purchase, the value of its
investments in such industry would exceed 25% of the value of a Fund's
total assets. For purposes of industry concentration, there is no
percentage limitation with respect to investments in securities of the
United States Government, its agencies or instrumentalities;
5. Purchase the securities of an issuer if, immediately after such
purchase, the relevant Fund owns more than 10% of the outstanding
voting securities of such issuer;
6. Make loans, except through the purchase or holding of debt obligations
(including privately placed securities), or the entering into of
repurchase agreements, or loans of portfolio securities in accordance
with a Fund's investment objectives and policies (see "Investment
Objectives and Policies");
13
<PAGE>
7. Purchase or sell puts, calls, straddles, spreads or any combination
thereof; real estate; commodities or commodity contracts, except for a
Fund's interests in hedging activities as described under "Investment
Objectives and Policies"; or interests in oil, gas or mineral
exploration or development programs. However, a Fund may purchase
securities or commercial paper issued by companies that invest in real
estate or interests therein, including real estate investment trusts;
8. Purchase securities on margin, make short sales of securities, or
maintain a short position, except in the course of a Fund's hedging
activities, provided that this restriction shall not be deemed to be
applicable to the purchase or sale of when-issued securities or delayed
delivery securities;
9. Invest in fixed time deposits with a duration of from two Business Days
to seven calendar days if more than 10% of the Fund's total assets
would be invested in such deposits;
10. Acquire securities of other investment companies, except as permitted
by the 1940 Act or the rules thereunder;
11. Act as an underwriter of securities; or
12. Issue any senior security, except as appropriate to evidence
indebtedness which constitutes a senior security and which a Fund is
permitted to incur pursuant to Investment Restriction 2 and except that
the Fund may enter into reverse repurchase agreements, provided that
the aggregate of senior securities, including reverse repurchase
agreements, shall not exceed one-third of the market value of its total
assets, less liabilities other than obligations created by reverse
repurchase agreements. A Fund's arrangements in connection with its
hedging activities as described in "Investment Objectives and Policies"
shall not be considered senior securities for purposes hereof.
- --------------------------------------------------------------------------------
DIRECTORS AND OFFICERS
The directors and executive officers of BNY Hamilton, their business addresses
and their principal occupations during the past five years are:
Principal Occupations
Name and Address Position with Funds During Past Five Years
- ---------------- ------------------- ----------------------
Edward L. Gardner Director and Chairman Chairman of the Board,
411 Theodore Fremd of the Board President and Chief
Ave. Executive Officer,
Rye, NY 10580 Industrial Solvents
Age 64 Corporation, 1981 to
Present; Chairman of the Board, Blue
Grass Chemical Specialties Inc.,
1982 to
14
<PAGE>
Present; Chairman of the
Board, Big Brothers/Big Sisters of
New York City, 1992 to Present;
National Vice-Chairman, Big
Brothers/Big Sisters of America,
1993 to Present; President, Big
Brothers/Big Sisters of America
Foundation, 1994 to Present; Vice
President of the Board, The Sherry
Netherland Hotel, 1991 to Present;
Member, Points of Light Foundation,
1995 to Present; Member, The
National Assembly, 1992 to Present;
Member, Alvin Ailey Dance Theatre
Foundation, Inc., 1989 to Present;
Member, The Institute for Art and
Urban Resources, Inc. 1985 to 1994;
Member, Mercy College, 1989 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 Trustee, HRE Properties,
42 Sunnybrook Road 1990 to Present; Member,
Bronxville, NY New York State Banking
10708 Board, 1990-1993.
Age 72
Mr. Stephen Stamas Director Chairman, New York
Windcrest Partners Philharmonic, 1989 to
122 E. 42nd Street Present.
49th Floor
New York, NY 10168
Age 68
James E. Quinn Director Member, Board of Directors,
727 Fifth Avenue Tiffany & Co., January 1995
New York, NY 10022 to Present; Executive Vice
Age 47 President of Sales, Tiffany
& Co., March 1992 to
Present.
Karen Osar Director Vice President & Treasurer,
1725 King Street Tenneco Inc., January 1994
Greenwich, CT to Present; Managing
06831 Director of Corporate
Age 50 Finance Group, J.P. Morgan
& Co., Inc.; held various
other positions at J.P.
Morgan & Co., Inc. from
1975-1994.
Kim Kelly Director Executive Vice President
Insight and Chief Financial
Communications Officer, Insight
126 East 56th Communication since 1990 to
Street present, and Chief
New York, NY 10022 Operating Officer, Insight
Age 42 Communications since
January 1998 to
15
<PAGE>
present. Marine Midland
Bank from 1982-1990. Senior
Vice President with primary
responsibility for media lending
activities, Marine Midland Bank
1988. Held various other positions
at Marine Midland Bank from
1982-1988. Member of the National
Cable Television Association
Subcommittee for Telecommunications
Policy and National Cable Television
Association Subcommittee for
Accounting. Board member of
Community Antenna Television
Association, Cable in the Classroom
and Cable Advertising Bureau.
J. David Huber Chief Executive Officer Employee, BISYS Fund
3435 Stelzer Road Services, Inc., June 1987
Columbus, OH 43219 to Present
Age 52
William J. Tomko President Vice President, BISYS Fund
3435 Stelzer Road Services, Inc., 1989 to
Columbus, OH 43219 Present
Age 40
Richard Baxt Vice President Senior Vice President,
90 Park Avenue, Client Services, BISYS Fund
10th Floor, New Services, Inc., 1997 to
York, NY 10956 Present; General Manager of
Age 45 Investment and Insurance,
First Fidelity Bank;
President, First Fidelity
Brokers; President,
Citicorp Investment
Services.
Michael A. Vice President Manager, Client Services,
Grunewald BISYS Fund Services, Inc.,
3435 Stelzer Road 1993 to Present.
Columbus, OH 43219
Age 29
Nimish Bhatt Treasurer Vice President, Tax and
3435 Stelzer Road Financial Services, BISYS
Columbus, OH 43219 Fund Services, Inc., June
Age 36 1996-Present; Assistant
Vice President, Evergreen
Funds/First Union Bank, 1995 to July
1996; Senior Tax Consultant, Price
Waterhouse LLP, 1990 to December
1994.
Lisa Hurley Secretary Vice President, Legal
90 Park Avenue, Services, BISYS Fund
10th Floor, New Services, Inc.,
York, NY 10956 1995-Present; Attorney,
Age 29 private practice, 1990 to
1995.
16
<PAGE>
Alaina V. Metz Assistant Secretary Chief Administrator,
3435 Stelzer Road Administration Services,
Columbus, OH 43219 BISYS Fund Services, Inc.,
Age 31 June 1995 to Present;
Supervisor of Mutual Fund
Legal Department, Alliance
Capital Management, May
1989 to June 1995.
<TABLE>
- --------------------------------------------------------------------------------
*Interested person
In 1999, the Directors will be paid an annual fee of $15,000 and an additional
$1,200 for each meeting of the Board of Directors that they attend, plus
out-of-pocket expenses. The Directors are not paid any pension or retirement
benefits. The Directors may hold various other directorships unrelated to the
Funds.
The following chart describes the compensation paid to Directors by BNY Hamilton
for the fiscal year ended December 31, 1998:
Aggregate
Compensation Total
Paid by Compensation
the Funds Paid
and Pension or Equally by
Allocated Retirement all Series
Equally to Benefits of BNY
all Series Accrued Estimated Hamilton
of BNY as Part of Annual Funds
Name of Person, Hamilton Fund Benefits Upon to the
Position Funds Expenses Retirement Directors
- -------- ----- -------- ---------- ---------
<S> <C> <C> <C> <C>
Edward L. Gardner $21,000 $0 $0 $21,000
Director and ------- -- -- -------
Chairman of the Board
Peter Herrick $19,800 $0 $0 $19,800
Director ------- -- -- -------
Leif H. Olsen $19,800 $0 $0 $19,800
Director ------- -- -- -------
Stephen Stamas $19,800 $0 $0 $19,800
Director ------- -- -- -------
James E. Quinn $19,800 $0 $0 $19,800
Director ------- -- -- -------
Karen Osar $14,850 $0 $0 $14,850
Director ------- -- -- -------
Kim Kelly $0 $0 $0 $0
Director -- -- -- --
</TABLE>
The above compensation, which is expected to total approximately $99,000 plus
out-of-pocket costs for 1999, will be allocated to all series of BNY Hamilton.
By virtue of the responsibilities assumed by the Adviser and the Administrator
(see "Investment Adviser", "Administrator" and "Distributor") and the services
provided by BNY Hamilton Distributors, Inc., the Funds have no employees; their
officers are
17
<PAGE>
provided and compensated by BNY Hamilton Distributors, Inc. BNY Hamilton's
officers conduct and supervise the business operations of the Funds.
INVESTMENT ADVISER AND SUB-ADVISER
The investment adviser to the Funds is The Bank of New York, a bank organized
under the laws of the State of New York with its principal offices at One Wall
Street, New York, New York 10286. The Bank of New York is subject to regulation
by the New York State Banking Department and is a member bank of the Federal
Reserve System. Through offices in New York City and abroad, The Bank of New
York offers a wide range of services, primarily to governmental, institutional,
corporate and individual customers in the United States and throughout the
world.
The International Equity CRT Fund is sub-advised by Indocam, a subsidiary of
Credit Agricole. The Bank of New York pays Indocam a fee equal to .425% of the
average daily net assets of the International Equity CRT Fund.
Under the terms of the Advisory Agreements, the investment advisory services The
Bank of New York provides to BNY Hamilton are not exclusive. The Bank of New
York is free to and does render similar investment advisory services to others.
The Bank of New York serves as investment adviser to personal investors and acts
as fiduciary for trusts, estates and employee benefit plans. Certain of the
assets of trusts and estates under management are invested in common trust funds
for which The Bank of New York serves as trustee. The accounts managed or
advised by The Bank of New York have varying investment objectives and The Bank
of New York invests assets of such accounts in investments substantially similar
to, or the same as, those that are expected to constitute the principal
investments of the Funds. Such accounts are supervised by officers and employees
of The Bank of New York who may also be acting in similar capacities for the
Funds. See "Portfolio Transactions and Brokerage".
Because the Funds commenced operations on the date hereof, they have no prior
advisory fees to report. The Adviser's fee will accrue daily and be payable at
the annual rate of 0.60% of average daily net assets for the Large Cap Growth
CRT Fund, 0.75% of daily average net assets for the Small Cap Growth CRT Fund
and 0.85% of average daily net assets for the International Equity CRT Fund.
The Advisory Agreement for each Fund must be specifically approved at least
annually (i) by a vote of the holders of a majority of the Fund's outstanding
shares or by its Directors and (ii) by a vote of a majority of the Directors of
the Fund who are not "interested persons" as defined by the 1940 Act cast in
person at a meeting called for the purpose of voting on such approval. See
"Directors and Officers". Each of the Advisory Agreements will terminate
automatically if assigned and is terminable at any time without
18
<PAGE>
penalty by a vote of a majority of the Directors or by a vote of the holders of
a majority of a Fund's outstanding shares on 60 days' written notice to the
Adviser and by the Adviser on 90 days' written notice to BNY Hamilton. See
"Additional Information".
The Bank Holding Company Act of 1956 and the Glass-Steagall Act, as interpreted
by the Board of Governors of the Federal Reserve System, generally prohibit The
Bank of New York Company, Inc. and its subsidiaries, including The Bank of New
York, from sponsoring, organizing or controlling a registered open-end
investment company continuously engaged in the issuance of its shares, such as
BNY Hamilton. This prohibition does not extend to providing investment advice,
custodial and certain other services. The Bank of New York believes that it may
perform the services for the Funds contemplated by the Advisory Agreement
without violating the Glass-Steagall Act or other applicable banking laws or
regulations. It is, however, possible that future changes in either federal or
state statutes and regulations concerning the permissible activities of banks or
trust companies, as well as further judicial or administrative decisions and
interpretations of present and future statutes and regulations, might prevent
The Bank of New York from continuing to perform such services for the Funds.
If The Bank of New York were prohibited from acting as investment adviser to the
Funds, it is expected that the Directors would recommend to the Funds'
shareholders that they approve the Funds' entering into new investment advisory
agreements with another qualified adviser selected by the Directors.
ADMINISTRATOR
BNY Hamilton Distributors, Inc. serves as the Funds' administrator (the
"Administrator") and will assist generally in supervising the operations of the
Funds. The Administrator is a Delaware corporation organized to administer and
distribute mutual funds; its offices are located at 90 Park Avenue, New York,
New York 10016.
The Administrator has agreed to provide facilities, equipment and personnel to
carry out administrative services for the Funds, including, among other things,
providing the services of persons who may be appointed as officers and directors
of BNY Hamilton, overseeing the performance of the transfer agent for each Fund,
supervising purchase and redemption orders (made via telephone and mail) and
monitoring the Distributor's compliance with the National Association of
Securities Dealers, federal and state securities laws. The Administrator will
also be responsible for coordinating and overseeing compliance by the Directors
with Maryland corporate procedural requirements, as the Funds are series of a
Maryland corporation. See "Description of Shares". The Administrator is also
responsible for updating and printing the Funds' prospectuses and statements of
additional information, administering shareholder meetings, producing proxy
statements and annual and semi-annual reports, monitoring
19
<PAGE>
the Adviser's compliance with the stated investment objectives and restrictions
of each Fund and ensuring that custodian, Fund accounting, transfer agency,
administration, distribution, advisory and legal services are provided to the
Funds in accordance with the respective agreements governing each relationship.
The Administration Agreement permits the Administrator to delegate certain of
its responsibilities to other service providers. Pursuant to this authority, The
Bank of New York will perform certain administrative functions for the
Administrator. The Bank of New York is not an otherwise affiliated person of the
Administrator.
The Funds will each pay the Administrator an annual fee, accrued daily and
payable monthly, of .20% of their respective average daily net assets.
As discussed above under "Investment Adviser", the Funds commenced operations on
the date hereof and thus have no administration fees to report.
The Administration Agreement between BNY Hamilton and the Administrator may be
renewed or amended by the Directors without a shareholder vote.
DISTRIBUTOR
In addition to acting as the Administrator, BNY Hamilton Distributors, Inc. acts
as each Fund's exclusive Distributor and will hold itself available to receive
purchase orders for Fund shares. The Distribution Agreements for each Fund must
be approved in the same manner as the Advisory Agreements described above under
"Investment Adviser". Each Distribution Agreement will terminate automatically
if assigned by either party thereto and is terminable at any time without
penalty by a vote of a majority of the Directors or by a vote of the holders of
a majority of a Fund's outstanding shares as defined under "Additional
Information".
FUND, SHAREHOLDER AND OTHER SERVICES
BISYS Fund Services, Inc. ("BISYS"), P.O. Box 163310, Columbus, Ohio,
43216-3310, serves as the transfer agent for the Funds. As transfer agent, BISYS
is responsible for maintaining account records detailing the ownership of Fund
shares and for crediting income, capital gains and other changes in share
ownership to investors' accounts. BISYS is also the dividend disbursing agent
for all Funds.
- --------------------------------------------------------------------------------
20
<PAGE>
The Directors, in addition to reviewing actions of the Funds' investment
adviser, administrator and distributor, as set forth below, decide upon matters
of general policy.
Ernst & Young LLP, 787 Seventh Ave., New York, NY 10019, are the independent
auditors of the Funds and must be approved at least annually by the Directors to
continue in such capacity. They will perform audit services for the Funds
including the examination of financial statements included in the annual report
to shareholders.
PURCHASE OF SHARES
Investors may open Fund accounts and purchase shares as described in each
Prospectus under "Purchase of Shares".
Each Fund may accept securities in payment for Fund shares sold at the
applicable public offering price (net asset value) at the discretion of the
Fund, although the Fund would expect to accept securities in payment for Fund
shares only infrequently. Generally, a Fund will only consider accepting
securities (i) to increase its holdings in one or more portfolio securities or
(ii) if the Adviser determines that the offered securities are a suitable
investment for the Fund and in a sufficient amount for efficient management.
Although no minimum has been established, it is expected that a Fund would not
accept securities with a value of less than $10,000 per issue in payment for
shares. A Fund may reject in whole or in part offers to pay for Fund shares with
securities and may discontinue its practice of accepting securities as payment
for Fund shares at any time without notice. A Fund will not accept restricted
securities in payment for shares. The Fund will value accepted securities in the
manner provided for valuing portfolio securities of the Fund. See "Net Asset
Value".
REDEMPTION OF SHARES
Investors may redeem shares as described in each Prospectus under "Redemption of
Shares." Shareholders redeeming shares should be aware that the principal value
of a Fund's shares fluctuates so that the proceeds of an investor's shares when
redeemed may be more or less than their original cost. See "Net Asset Value"
below.
Shareholders redeeming their shares by telephone should be aware that neither
the Funds nor any of their service contractors will be liable for any loss or
expense for acting upon any telephone instructions that are reasonably believed
to be genuine. In attempting to confirm that telephone instructions are genuine,
the Funds will use such procedures as are considered reasonable, including
recording those instructions and requesting information as to account
registration (such as the name in which an account is registered, the account
number, recent transactions in the account, and the account holder's social
security or
21
<PAGE>
taxpayer's identification number, address and/or bank). To the extent a Fund
fails to use reasonable procedures as a basis for its belief, it and/or its
service contractors may be liable for instructions that prove to be fraudulent
or unauthorized.
If a Fund determines that it would be detrimental to the best interests of the
remaining shareholders of the Fund to make payment wholly or partly in cash, the
Fund may pay the redemption price, in lieu of cash, in whole or in part by a
distribution in kind of securities from the portfolio of the Fund in conformity
with the applicable rules of the Securities and Exchange Commission. If shares
are redeemed in kind, the redeeming shareholder may incur transaction costs in
converting the assets into cash. The method of valuing portfolio securities is
described under "Net Asset Value", and such valuation will be made as of the
same time the redemption price is determined.
Further Redemption Information. The Funds reserve the right to suspend the right
of redemption and to postpone the date of payment upon redemption as follows:
(i) during periods when the New York Stock Exchange is closed for other than
weekends and holidays or when trading on such Exchange is restricted, (ii)
during periods in which, as a result of an emergency, disposal, or evaluation of
the net asset value, of the portfolio securities is not reasonably practicable
or (iii) for such other periods as the Securities and Exchange Commission may
permit.
EXCHANGE OF SHARES
Shareholders purchasing shares of a CRT Fund may exchange those shares at the
current net asset value per share for other BNY Hamilton Funds, in accordance
with the terms of the current Prospectus of the CRT Funds. Requests for exchange
are made in the same manner as requests for redemptions. See "Redemption of
Shares". Shares of the BNY Hamilton Fund to be acquired are purchased for
settlement when the proceeds from redemption become available. In the case of
investors in certain states, state securities laws may restrict the availability
of the exchange privilege.
DIVIDENDS AND DISTRIBUTIONS
Each Fund declares and pays dividends and distributions as described under
"Dividends and Tax Considerations" in such Fund's Prospectus.
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NET ASSET VALUE
Each of the Funds will compute its net asset value per share once daily on
Monday through Friday as described under "Net Asset Value" in the relevant
Prospectus, except that net asset value need not be computed on a day in which
no orders to purchase or redeem shares of such class have been received or on
the following holidays: New Year's Day, Martin Luther King Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day (observed), Labor Day, Columbus
Day, Veterans Day, Thanksgiving Day and Christmas Day. In addition, net asset
value need not be computed on any other day that the New York Stock Exchange is
closed for business.
Securities. For each of the Funds, the value of investments listed on a domestic
securities exchange, other than options on stock indexes, is based on the last
sale price as of the close of regular trading hours on the New York Stock
Exchange or, in the absence of recorded sales, at the average of readily
available closing bid and asked prices on such exchange. Securities listed on a
foreign exchange are valued at the last quoted sale price available before the
time when net assets are valued. Unlisted securities are valued at the average
of the quoted bid and asked prices in the over-the-counter market. The value of
each security for which readily available market quotations exist is based on a
decision as to the broadest and most representative market for such security.
Foreign Assets/Liabilities. For purposes of calculating net asset value per
share for each class of shares in each of the Funds, all assets and liabilities
initially expressed in foreign currencies will be converted into dollars at the
prevailing market rates available at the time of valuation.
Options/Futures. Options on stock indexes traded on national securities
exchanges are valued at the close of options trading on such exchanges, which is
currently 4:10 P.M.--, New York City time. Stock index futures and related
options, which are traded on commodities exchanges, are valued at their last
sales price as of the close of such commodities exchanges, which is currently
4:15 P.M.--, New York City time. Securities or other assets for which market
quotations are not readily available are valued at fair value in accordance with
procedures established by and under the general supervision and responsibility
of the Fund's Directors. Such procedures include the use of independent pricing
services which use prices based upon yields or prices of securities of
comparable quality, coupon, maturity and type; indications as to values from
dealers; and general market conditions. Short-term investments, which mature in
60 days or less, are valued at amortized cost if their original maturity was 60
days or less, or by amortizing their value on the 61st day prior to maturity, if
their original maturity when acquired by a Fund was more than 60 days, unless
this is determined not to represent fair value by the Directors.
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Trading in securities on most foreign exchanges and over-the-counter markets is
normally completed before the close of the New York Stock Exchange and may also
take place on days on which the New York Stock Exchange is closed. If events
materially affecting the value of foreign securities occur between the time when
the exchange on which they are traded closes and the time when a Fund's net
asset value is calculated, such securities will be valued at fair value in
accordance with procedures established by and under the general supervision of
the Funds' Directors.
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PERFORMANCE DATA
From time to time, the Funds may quote performance in terms of yield, actual
distributions, total return, or capital appreciation in reports, sales
literature, and advertisements published by the Funds. Current performance
information for the Funds may be obtained by calling the number provided on the
cover page of this Statement of Additional Information.
Total Return Quotations. As required by regulations of the Securities and
Exchange Commission, the annualized total return of each of the Funds, for a
period will be computed by assuming a hypothetical initial payment of $10,000.
It will then be assumed that all of the dividends and distributions over the
period are reinvested and that the entire amount will be redeemed at the end of
the period. The annualized total return will then be calculated by determining
the annual rate required for the initial payment to grow to the amount which
would have been received upon redemption. Aggregate total returns, reflecting
the cumulative percentage change over a measuring period, may also be
calculated.
As discussed above under "Investment Adviser", the Funds commenced operations on
the date hereof and thus have no performance history to report.
General. A Fund's performance will vary from time to time depending upon market
conditions, the composition of its portfolio, and its operating expenses.
Consequently, any given performance quotation should not be considered
representative of a Fund's performance for any specified period in the future.
In addition, because performance will fluctuate, it may not provide a basis for
comparing an investment in a Fund with certain bank deposits or other
investments that pay a fixed yield or return for a stated period of time.
From time to time, the yields and the total returns of each of the Funds may be
quoted in and compared to other mutual funds with similar investment objectives
in advertisements, shareholder reports or other communications to shareholders.
The Funds may also include calculations in such communications that describe
hypothetical investment results. (Such performance examples will be based on an
express set of assumptions and
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are not indicative of the performance of any Fund.) Such calculations may from
time to time include discussions or illustrations of the effects of compounding
in advertisements. "Compounding" refers to the fact that, if dividends or other
distributions on a Fund investment are reinvested by being paid in additional
Fund shares, any future income or capital appreciation of a Fund would increase
the value, not only of the original Fund investment, but also of the additional
Fund shares received through reinvestment. As a result, the value of the Fund
investment would increase more quickly than if dividends or other distributions
had been paid in cash. The Funds may also include discussions or illustrations
of the potential investment goals of a prospective investor (including but not
limited to tax and/or retirement planning), investment management techniques,
policies or investment suitability of a Fund, economic conditions, legislative
developments (including pending legislation), the effects of inflation and
historical performance of various asset classes, including but not limited to
stocks, bonds and Treasury bills. From time to time, advertisements or
communications to shareholders may summarize the substance of information
contained in shareholder reports (including the investment composition of a
Fund), as well as the views of the investment adviser as to current market,
economic trade and interest rate trends, legislative, regulatory and monetary
developments, investments strategies and related matters believed to be of
relevance to a Fund. The Funds may also include in advertisements charts, graphs
or drawings that illustrate the potential risks and rewards of investments in
various investment vehicles, including but not limited to, stocks, bonds,
Treasury bills and shares of a Fund. In addition, advertisements or shareholder
communications may include a discussion of certain attributes or benefits to be
derived by an investment in a Fund. Such advertisements or communications may
include symbols, headlines or other material that highlight or summarize the
information discussed in more detail therein. With proper authorization, a Fund
may reprint articles (or excerpts) written regarding the Fund and provide them
to prospective shareholders. Performance information with respect to the Funds
is generally available by calling 1-800-4BNY-FND (1-800-426-9363). Comparative
performance information may be used from time to time in advertising the Funds'
shares, including, but not limited to, data from Lipper Analytical Services,
Inc., the S&P 500 Composite Stock Price Index, the Dow Jones Industrial Average,
the Lehman Brothers indexes, the Frank Russell Indexes and other industry
publications.
From time to time, the Funds may include in advertisements, sales literature and
reports to shareholders general comparative information such as statistical data
regarding inflation, securities indices or the features of performance of
alternative investments. The Funds may also include calculations, such as
hypothetical compounding examples, that describe hypothetical investment results
in such communications. Such performance examples will be based on an express
set of assumptions and are not indicative of the performance of any Fund. In
addition, in such communications, the Adviser may offer opinions on current
economic conditions.
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PORTFOLIO TRANSACTIONS AND BROKERAGE
Securities of a Fund typically are purchased via a domestic or foreign
securities exchange, in the over-the-counter market or pursuant to an
underwritten offering. In underwritten offerings, securities are purchased at a
fixed price which includes an amount of compensation to the underwriter,
generally referred to as the underwriter's concession or discount. On occasion,
certain securities may be purchased directly from an issuer, in which case no
commissions or discounts are paid.
Portfolio Turnover. A Fund's investment policies may lead to frequent changes in
investments, particularly in periods of rapidly fluctuating interest rates. A
change in securities held by a Fund is known as "portfolio turnover" and may
involve the payment by the Fund of dealer spreads or underwriting commissions,
and other transaction costs, on the sale of securities, as well as on the
reinvestment of the proceeds in other securities. A Fund's portfolio turnover
rate is calculated by dividing the lesser of purchases or sales of portfolio
securities for the fiscal year by the monthly average of the value of the
portfolio securities owned during the year. Securities whose maturities or
expiration dates at the time of acquisition are one year or less are excluded
from the calculation.
Brokerage Services. In connection with portfolio transactions for the Funds, the
overriding objective is to obtain the best possible execution of purchase and
sale orders. In selecting a broker, the Adviser (and, in the case of the
International Equity CRT Fund, the Sub-Adviser) considers a number of factors
including: the price per unit of the security; the broker's reliability for
prompt, accurate confirmations and on-time delivery of securities; the firm's
financial condition; as well as the commissions charged. A broker may be paid a
brokerage commission in excess of that which another broker might have charged
for effecting the same transaction if, after considering the foregoing factors,
the Adviser (or the Sub-Adviser) decides that the broker chosen will provide the
best possible execution. The Adviser (or the Sub-Adviser) will monitor the
reasonableness of the brokerage commissions paid in light of the execution
received. The Directors will review regularly the reasonableness of commissions
and other transaction costs incurred by the Funds in light of facts and
circumstances deemed relevant from time to time, and, in that connection,
receive reports from the Adviser (or the Sub-Adviser) and published data
concerning transaction costs incurred by institutional investors generally.
Research services provided by brokers to which the Adviser (or the Sub-Adviser)
has allocated brokerage business in the past for other Funds include economic
statistics and forecasting services, industry and company analyses, portfolio
strategy services, quantitative data, and consulting services from economists
and political analysts. Research services furnished by brokers are used for the
benefit of all the Adviser's (or the Sub-Adviser's) clients and not solely or
necessarily for the benefit of an individual Fund. The Adviser (and the
Sub-Adviser) believe that the value of research services received is not
determinable and does not significantly reduce their respective expenses. The
Funds will
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not reduce their respective fees paid to the Adviser (or the Sub-Adviser) by
any amount that might be attributable to the value of such services.
Subject to the overriding objective of obtaining the best possible execution of
orders, the Adviser (or the Sub-Adviser) may allocate a portion of any or all of
the Funds' portfolio brokerage transactions to affiliates of the Adviser (or the
Sub-Adviser). In order for affiliates of the Adviser (or the Sub-Adviser) to
effect any portfolio transactions for the Funds, the commissions, fees or other
remuneration received by such affiliates must be reasonable and fair compared to
the commissions, fees, or other remuneration paid to other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time. Furthermore,
the Directors, including a majority of the Directors who are not "interested
persons", have adopted procedures that are reasonably designed to ensure that
any commissions, fees, or other remuneration paid to such affiliates are
consistent with the foregoing standard.
Portfolio securities will not be purchased from or through or sold to or through
the Funds' Administrator, Distributor, Adviser (or the Sub-Adviser) or any
"affiliated person", as defined in the 1940 Act, of the Co-Administrators,
Distributor, Adviser (or the Sub-Adviser) when such entities are acting as
principals, except to the extent permitted by law. In addition, the Funds will
not purchase securities during the existence of any underwriting group relating
thereto of which the Adviser, the Sub-Adviser or any of their respective
affiliates is a member, except to the extent permitted by law.
On those occasions when the Adviser (or the Sub-Adviser) deems the purchase or
sale of a security to be in the best interests of a Fund as well as other
customers, including the other Funds, to the extent permitted by applicable laws
and regulations, the Adviser (or the Sub-Adviser) may, but is not obligated to,
aggregate the securities to be sold or purchased for the Fund with those to be
sold or purchased for other customers in order to obtain best execution,
including lower brokerage commissions if appropriate. In such event, allocation
of the securities so purchased or sold as well as any expenses incurred in the
transaction will be made by the Adviser (or the Sub-Adviser), in the manner it
considers to be most equitable and consistent with the Adviser's (or the
Sub-Adviser's) fiduciary obligations to the Fund. In some instances, this
procedure might adversely affect a Fund.
If a Fund effects a closing purchase transaction with respect to an option
written by it, normally such transaction will be executed by the same
broker-dealer who executed the sale of the option. The writing of options by a
Fund will be subject to limitations established by each of the exchanges
governing the maximum number of options in each class which may be written by a
single investor or group of investors acting in concert, regardless of whether
the options are written on the same or different exchanges or are held or
written in one or more accounts or through one or more brokers. The number of
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options a Fund may write may be affected by options written by the Adviser (or
the Sub-Adviser) for other investment advisory clients. An exchange may order
the liquidation of positions found to be in excess of these limits, and it may
impose certain other sanctions.
DESCRIPTION OF SHARES
BNY Hamilton Funds, Inc. is a registered, open-end investment company organized
under the laws of the State of Maryland. The Articles of Incorporation of the
BNY Hamilton currently permit it to issue 20,000,000,000 shares of common stock,
par value $.001 per share, of which shares have been classified as follows:
- --------------------------------------------------------------------------------
Number of Shares
of
Name of Series and Classes Thereof Common Allocated
- ---------------------------------- ----------------
BNY Hamilton Money Fund
- Hamilton Shares 3,000,000,000
- Hamilton Premier Shares 3,000,000,000
- Hamilton Classic Shares 3,000,000,000
BNY Hamilton Treasury Money Fund
- Hamilton Shares 2,000,000,000
- Hamilton Premier Shares 2,000,000,000
- Hamilton Classic Shares 2,000,000,000
BNY Hamilton Equity Income Fund
- Institutional Shares 200,000,000
- Investor Shares 200,000,000
BNY Hamilton Large Cap Growth Fund
- Institutional Shares 200,000,000
- Investor Shares 200,000,000
BNY Hamilton Small Cap Growth Fund
- Institutional Shares 200,000,000
- Investor Shares 200,000,000
BNY Hamilton International Equity Fund
- Institutional Shares 200,000,000
- Investor Shares 200,000,000
BNY Hamilton Intermediate Government Fund
- Institutional Shares 200,000,000
- Investor Shares 200,000,000
BNY Hamilton Intermediate Investment Grade Fund
- Institutional Shares 200,000,000
- Investor Shares 200,000,000
BNY Hamilton Intermediate New York Tax-Exempt Fund
- Institutional Shares 200,000,000
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- Investor Shares 200,000,000
BNY Hamilton Intermediate Tax-Exempt Fund
- Institutional Shares 200,000,000
- Investor Shares 200,000,000
BNY Hamilton Large Cap Value Fund
- Institutional Class 200,000,000
- Investor Class 200,000,000
BNY Hamilton Small Cap Value Fund
- Institutional Class 200,000,000
- Investor Class 200,000,000
BNY Hamilton Large Cap Growth CRT Fund 200,000,000
BNY Hamilton Small Cap Growth CRT Fund 200,000,000
BNY Hamilton International Equity CRT Fund 200,000,000
Undesignated Common Stock 400,000,000
Shares of BNY Hamilton do not have preemptive or conversion rights and are fully
paid and nonassessable by BNY Hamilton. The rights of redemption and exchange
are described in the appropriate Prospectus and elsewhere in this Statement of
Additional Information.
The shareholders of each Fund are entitled to a full vote for each full share
held and to a fractional vote for each fractional share. Subject to the 1940 Act
and Maryland law, the Directors themselves have the power to alter the number
and the terms of office of the Directors, to lengthen their own terms, or to
make their terms of unlimited duration subject to certain removal procedures,
and appoint their own successor; provided, however, that immediately after such
appointment the requisite majority of the Directors have been elected by the
shareholders of the Funds. The voting rights of shareholders are not cumulative
so that holders of more than 50% of the shares voting can, if they choose, elect
all Directors being selected while the holders of the remaining shares would be
unable to elect any Directors. It is the intention of BNY Hamilton not to hold
annual shareholder meetings. The Directors may call shareholder meetings for
action by shareholder vote as may be required by either the 1940 Act or the
Articles of Incorporation.
BNY Hamilton, if requested to do so by the holders of at least 10% of
shareholders of all series aggregated as a class, will call a meeting of
shareholders for the purpose of voting upon the question of the removal of a
director or directors and will assist in communications with other shareholders
as required by Section 16(c) of the 1940 Act.
The Articles of Incorporation contain a provision permitted under the Maryland
General Corporation Law that under certain circumstances eliminates the personal
liability of the Directors to BNY Hamilton or its shareholders. The Articles of
Incorporation and the Bylaws of BNY Hamilton provide that BNY Hamilton will
indemnify the Directors,
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<PAGE>
officers and employees of the Funds to the full extent permitted by the Maryland
General Corporation Law, which permits indemnification of such persons against
liabilities and expenses incurred in connection with proceedings in which they
may be involved because of their offices or employment with BNY Hamilton.
However, nothing in the Articles of Incorporation or the Bylaws of BNY Hamilton
protects or indemnifies a Director, officer or employee against any liability to
BNY Hamilton or its shareholders to which he or she would otherwise be subject
by reason of willful malfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
For information relating to mandatory redemption of Fund shares or, under
certain circumstances, their redemption at the option of the Funds, see
"Redemption of Shares" in the Prospectus.
No single person beneficially owns 25% or more of BNY Hamilton's voting
securities. BNY Hamilton expects that immediately prior to the commencement of
the public offering of shares of the CRT Funds, each CRT Fund will have one
stockholder, BNY Hamilton Distributors, Inc., who will hold more than 5% of the
outstanding shares of each CRT Fund. BNY Hamilton cannot predict the length of
time that such person will remain a control person of each CRT Fund.
BNY Hamilton's officers and directors, taken as a group, own less than 1% of the
shares of each of the Funds.
TAXES
Each Fund generally will be treated as a separate corporation for federal income
tax purposes, and thus the provisions of the Internal Revenue Code of 1986, as
amended (the "Tax Code") generally will be applied to each Fund separately,
rather than BNY Hamilton as a whole. Net long-term and short-term capital gains,
net income, and operating expenses therefore will be determined separately for
each Fund.
Each Fund intends to qualify as a regulated investment company under Subchapter
M of the Tax Code. Accordingly, each Fund must, among other things, (a) derive
at least 90% of its gross income from dividends, interest, payments with respect
to loans of stock and securities, gains from the sale or other disposition of
stock, securities or foreign currency and other income (including but not
limited to gains from options, futures, and forward contracts) derived with
respect to its business of investing in such stock, securities or foreign
currency; and (b) diversify its holdings so that, at the end of each fiscal
quarter, (i) at least 50% of the value of the Fund's assets is represented by
cash, United States Government securities and other securities, with such other
securities limited, in respect of any one issuer, to an amount not greater than
5% of the Fund's assets, and 10% of the outstanding voting securities of such
issuer and (ii) not more than 25% of the value of its
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assets is invested in the securities of any one issuer (other than United States
Government securities). As a regulated investment company, each Fund (as opposed
to its shareholders) will not be subject to federal income taxes on the net
investment income and capital gains that it distributes to its shareholders,
provided that at least 90% of its net investment income and realized net
short-term capital gains in excess of net long-term capital losses for the
taxable year is distributed at least annually.
Under the Tax Code, a Fund will be subject to a 4% excise tax on a portion of
its undistributed income if it fails to meet certain distribution requirements
by the end of the calendar year. Each Fund intends to make distributions in a
timely manner and accordingly does not expect to be subject to the excise tax.
For federal income tax purposes, dividends that are declared by a Fund in
October, November or December as of a record date in such month and actually
paid in January of the following year will be treated as if they were paid on
December 31 of the year declared. Therefore, such dividends will generally be
taxable to a shareholder in the year declared rather than the year paid.
Distributions of net investment income and realized net short-term capital gains
in excess of net long-term capital losses are generally taxable to shareholders
of the Funds as ordinary income whether such distributions are taken in cash or
reinvested in additional shares. Each of the Funds (other than the International
Equity CRT Fund) expects that a portion of these distributions to their
respective corporate shareholders will be eligible for the 70%
dividends-received deduction. Distributions of net long-term capital gains
(i.e., net long-term capital gains in excess of net short-term capital losses)
are taxable to shareholders of a Fund as long-term capital gains, regardless of
whether such distributions are taken in cash or reinvested in additional shares
and regardless of how long a shareholder has held shares in the Fund, and are
not eligible for the dividends-received deduction. Individual shareholders will
be subject to federal income tax on distributions of net long-term capital gains
at a maximum rate of 20% if designated as derived from a Fund's capital gains
from property held for more than one year.
A gain or loss realized by a shareholder on the redemption, sale or exchange of
shares held as a capital asset will be capital gain or loss and such gain or
loss will be long-term if the holding period for the shares exceeds one year,
and otherwise will be short-term. Individual shareholders will be subject to
federal income tax on long-term capital gain at a maximum rate of 20% in respect
of shares held for more than one year. Capital gain of a corporate shareholder
is taxed at the same rate as ordinary income. Any loss realized by a shareholder
on the disposition of shares held six months or less will be treated as a
long-term capital loss to the extent of any distributions of net long-term
capital gains received by the shareholder with respect to such shares.
Additionally, any loss realized on a redemption or exchange of shares of a Fund
will be disallowed to the extent the
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shares disposed of are replaced within a period of 61 days beginning 30 days
before such disposition, such as pursuant to reinvestment of a dividend in
shares of the Fund.
Prospective investors in any of the Funds should be aware that distributions of
net investment income or net long-term capital gains from these Funds will have
the effect of reducing the net asset value of each class of each Funds' shares
by the amount of the distribution. If the net asset value is reduced below a
shareholder's cost, the distribution will nonetheless be taxable as described
above, even if the distribution represents a return of invested capital.
Investors should consider the tax implications of buying shares in these Funds
just prior to a distribution, when the price of shares may reflect the amount of
the forthcoming distribution.
Gains or losses on sales of securities by a Fund will be treated as long-term
capital gains or losses if the securities have been held by it for more than one
year except in certain cases where, if applicable, a Fund acquires a put or
writes a call thereon. Other gains or losses on the sale of securities will be
short-term capital gains or losses. Gains and losses on the sale, lapse or other
termination of options on securities will be treated as gains and losses from
the sale of securities. If an option written by a Fund lapses or is terminated
through a closing transaction, such as a repurchase by the Fund of the option
from its holder, the Fund will realize a short-term capital gain or loss,
depending on whether the premium income is greater or less than the amount paid
by the Fund in the closing transaction. If securities are purchased by the Fund
pursuant to the exercise of a put option written by it, the Fund will subtract
the premium received from its cost basis in the securities purchased. If
securities are sold by the Fund pursuant to the exercise of a call option
written by it, the Fund will include the premium received in the sale price for
the securities sold.
Under the Tax Code, gains or losses attributable to dispositions of foreign
currency or to foreign currency contracts, or to fluctuations in exchange rates
between the time a Fund accrues income or receivables or expenses or other
liabilities denominated in a foreign currency and the time a Fund actually
collects such income or pays such liabilities, are treated as ordinary income or
ordinary loss. Similarly, gains or losses on the disposition of debt securities
held by a Fund, if any, denominated in foreign currency, to the extent
attributable to fluctuations in exchange rates between the acquisition and
disposition dates, are also treated as ordinary income or loss.
Forward currency contracts, options and futures contracts entered into by a Fund
may create "straddles" for federal income tax purposes and this may affect the
character and timing of gains or losses realized by a Fund on forward currency
contracts, options and futures contracts or on the underlying securities.
Certain options, futures and foreign currency contracts held by a Fund at the
end of each fiscal year will be required to be "marked-to-market" for federal
income tax purposes --
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i.e., treated as having been sold at market value. For options and futures
contracts, sixty percent of any gain or loss recognized on these deemed sales
and on actual dispositions will be treated as long-term capital gain or loss,
and the remainder will be treated as short-term capital gain or loss, regardless
of how long the Fund has held such options or futures. Any gain or loss
recognized on foreign currency contracts will be treated as ordinary income,
unless an election under Section 988 (a) (1) (B) of the Tax Code is made.
The International Equity CRT Fund will, and the Large Cap Growth CRT Fund and
the Small Cap Growth CRT Fund may, invest in equity securities of foreign
issuers. If these Funds purchase shares in certain foreign investment companies,
known as "passive foreign investment companies", they may be subject to federal
income tax on a portion of an "excess distribution" from such passive foreign
investment companies or gain from the disposition of such shares, even though
such income may have to be distributed as a taxable dividend by a Fund to its
respective shareholders. In addition, certain interest charges may be imposed on
a Fund or its shareholders in respect of unpaid taxes arising from such
distributions or gains. Alternatively, each Fund would be required each year to
include in its income and distribute to shareholders a pro rata portion of the
passive foreign investment company's income, whether or not distributed to the
Fund. For each taxable years, the Funds will be permitted to "mark-to-market"
any marketable stock held by a Fund in a passive foreign investment company. If
a Fund made such an election, each investor in the Fund would include in income
in each year an amount equal to its share of the excess, if any, of the fair
market value of the stock in such passive foreign investment company as of the
close of the taxable year over the adjusted basis of such stock. The Fund would
be allowed a deduction for its share of the excess, if any, of the adjusted
basis of the stock in such passive foreign investment company over the fair
market value of such stock as of the close of the taxable year, but only to the
extent of any net mark-to-market gains with respect to the stock included by the
investor for prior taxable years.
It is expected that the Funds may be subject to foreign withholding taxes with
respect to income received from sources within foreign countries. The
International Equity CRT Fund intends to elect to "pass through" to its
investors the amount of foreign income taxes paid by the Fund, with the result
that each shareholder will (i) include in gross income, even though not actually
received, the pro rata share of the Fund's foreign income taxes, and (ii) either
deduct (in calculating U.S. taxable income) or credit (in calculating U.S.
federal income tax) the pro rata share of the Fund's foreign income taxes. A
foreign tax credit may not exceed the U.S. federal income tax otherwise payable
with respect to the foreign source income. For this purpose, each shareholder
must treat as foreign source gross income (i) his proportionate share of foreign
taxes paid by the Fund and (ii) the portion of any dividend paid by the Fund
which represents income derived from foreign sources; the gain from the sale of
securities will generally be treated as U.S. source income. This foreign tax
credit limitation is, with certain exceptions, applied
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separately to separate categories of income; dividends from the Fund will be
treated as "passive" or "financial services" income for this purpose. The effect
of this limitation may be to prevent a shareholder from claiming as a credit the
full amount of their pro rate share of the Fund's foreign income taxes. In
addition, shareholders will not be eligible to claim a foreign tax credit with
respect to foreign income taxes paid by the Fund unless certain holding period
requirements are met.
Each Fund may be subject to state or local taxes in jurisdictions in which the
Fund is deemed to be doing business. In addition, the treatment of a Fund and
its shareholders in those states that have income tax laws might differ from
treatment under the federal income tax laws. Shareholders should consult their
own tax advisors with respect to any state or local taxes.
Foreign Shareholders. Dividends of net investment income and distributions of
realized net short-term gains in excess of net long-term losses to a shareholder
who, as to the United States, is a non-resident alien individual, fiduciary of a
foreign trust or estate, foreign corporation or foreign partnership (a "foreign
shareholder") will be subject to United States withholding tax at the rate of
30% (or lower treaty rate) unless the dividends are effectively connected with a
United States trade or business of the shareholder, in which case the dividends
will be subject to tax on a net income basis at the graduated rates applicable
to United States individuals or domestic corporations. Distributions of net
long-term capital gains to foreign shareholders will not be subject to United
States tax unless the distributions are effectively connected with the
shareholder's trade or business in the United States or, in the case of a
foreign shareholder who is a non-resident alien individual, the shareholder was
present in the United States for more than 182 days during the taxable year and
certain other conditions are met.
In the case of a foreign shareholder who is a non-resident alien individual and
who is not otherwise subject to withholding as described above, a Fund may be
required to withhold United States federal income tax at the rate of 31% unless
IRS Form W-8 is provided.
Transfers by gift of shares of a Fund by a foreign shareholder who is a
non-resident alien individual will not be subject to United States federal gift
tax, but the value of shares of the Fund held by such a shareholder at his or
her death will be includible in his or her gross estate for United States
federal estate tax purposes.
- --------------------------------------------------------------------------------
34
<PAGE>
ADDITIONAL INFORMATION
As used in this Statement of Additional Information and the Prospectus, the term
"majority of a Fund's outstanding shares" (of a series, if applicable) means the
vote of (i) 67% or more of the Fund's shares (of the series, if applicable)
present at a meeting, if the holders of more than 50% of the Fund's outstanding
shares (of the series, if applicable) are present or represented by proxy, or
(ii) more than 50% of the Fund's outstanding shares (of the series, if
applicable), whichever is less.
Telephone calls to the Funds and The Bank of New York as shareholder servicing
agent may be tape recorded.
With respect to the securities offered hereby, this Statement of Additional
Information and the Prospectus do not contain all the information included in
the Funds' Registration Statement filed with the Securities and Exchange
Commission under the Securities Act. Pursuant to the rules and regulations of
the Securities and Exchange Commission, certain portions have been omitted. The
Registration Statement, including the exhibits filed therewith, may be examined
at the office of the Securities and Exchange Commission in Washington, D.C.
Statements contained in this Statement of Additional Information and the
Prospectus concerning the contents of any contract or other document are not
necessarily complete, and in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statements. Each such statement is qualified in all respects by such reference.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in the
Prospectus and this Statement of Additional Information, in connection with the
offer contained in the Prospectus and this Statement of Additional Information
and, if given or made, such other information or representations must not be
relied upon as having been authorized by any of the Funds or the Distributor.
The Prospectus and this Statement of Additional Information do not constitute an
offer by any Fund or by the Distributor to sell or solicitation of any offer to
buy any of the securities offered hereby in any jurisdiction to any person to
whom it is unlawful for the Funds or the Distributor to make such offer in such
jurisdictions.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
35
<PAGE>
APPENDIX A
Description of Security Ratings
S&P
Corporate and Municipal Bonds
- --------------------------------------------------------------------------------
AAA Debt obligations rated AAA have the highest ratings assigned by S&P to
a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA Debt obligations rated AA have a very strong capacity to pay interest
and repay principal and differ from the highest rated issues only in a
small degree
A Debt obligations rated A have a strong capacity to pay interest and
repay principal although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than debts in higher rated categories.
BBB Debt obligations rated BBB are regarded as having an adequate capacity
to pay interest and repay principal. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debts in this category than for debts
in higher rated categories.
BB Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to inadequate capacity to meet timely interest and principal
payments.
B Debt rated B has greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity
or willingness to pay interest and repay principal.
CCC Debt rated CCC has a currently indefinable vulnerability to default,
and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of
principal. In the event of adverse business, financial or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal.
CC The rating CC is typically applied to debt subordinated to senior debt
that is
36
<PAGE>
assigned an actual or implied CCC rating.
C The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC-debt rating.
NR No public rating has been requested, there may be insufficient
information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
----------------------------------------------------------------------
Commercial Paper
- --------------------------------------------------------------------------------
A Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further
refined with the designations 1, 2, and 3 to indicate the relative
degree of safety.
-----------------------------------------------------------------------
A-1 This designation indicates that the degree of safety regarding timely
payment is very strong.
-----------------------------------------------------------------------
MOODY'S
Corporate and Municipal Bonds
- --------------------------------------------------------------------------------
Aaa Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edge". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A Bonds that are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in
the future.
Baa Bonds that are rated Baa are considered as medium grade obligations,
i.e.,
37
<PAGE>
they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.
Ba Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Uncertainty of position
characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be presented elements of danger with respect to
principal or interest.
Ca Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.
C Bonds which are rated C are the lowest rated class of bonds and issue
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
NR No public rating has been requested, there may be insufficient
information on which to base a rating, or that Moody's does not rate a
particular type of obligation as a matter of policy.
-----------------------------------------------------------------------
Commercial Paper
- --------------------------------------------------------------------------------
Prime-1 Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics:
- Leading market positions in well established industries.
- High rates of return on funds employed.
- Conservative capitalization structures with moderate
reliance on debt and ample asset protection.
- Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
38
<PAGE>
- Well established access to a range of financial markets and
assured sources of alternate liquidity.
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
39
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits.
Exhibit Number Description
-------------- -----------
(1) (a) Articles of Incorporation of Registrant.*
(b) Articles of Amendment, dated June 29, 1992.*
(c) Articles of Supplementary, dated June 29, 1994.*
(d) Articles of Supplementary, dated August 15, 1995.*
(e) Articles of Amendment, dated January 22, 1997*
(f) Articles Supplementary, dated January 22, 1997.*
(g) Articles Supplementary, dated April 28, 1999.*
(h) Form of Articles Supplementary, dated September 17,
1999*
(2) Bylaws of Registrant.*
(3) Not Applicable.
(4) (a) Form of Specimen stock certificate of common stock of
BNY Hamilton Money Fund.*
(b) Form of Specimen stock certificate of common stock of
BNY Hamilton Intermediate Government Fund.*
(c) Form of specimen stock certificate of common stock of
BNY Hamilton Intermediate New York Tax-Exempt Fund.*
(d) Form of specimen stock certificate of common stock of
BNY Hamilton Equity Income Fund.*
(5) (a) Investment Advisory Agreement between BNY Hamilton
Money Fund and The Bank of New York.*
(b) Investment Advisory Agreement between BNY Hamilton
Intermediate Government Fund and The Bank of New
York.*
(c) Investment Advisory Agreement between BNY Hamilton
Intermediate New York Tax-Exempt Fund and The Bank of
New York.*
(d) Investment Advisory Agreement between BNY Hamilton
Equity Income Fund and The Bank of New York.*
(e) Investment Advisory Agreement between BNY Hamilton
Treasury Money Fund and The Bank of New York.*
(f) Investment Advisory Agreement between BNY Hamilton
Large Cap Growth Fund and The Bank of New York.*
<PAGE>
(g) Investment Advisory Agreement between BNY Hamilton
Small Cap Growth Fund and The Bank of New York.*
(h) Investment Advisory Agreement between BNY Hamilton
International Equity Fund and The Bank of New York.*
(i) Investment Advisory Agreement between BNY Hamilton
Intermediate Investment Grade Fund and The Bank of
New York.*
(j) Investment Advisory Agreement between BNY Hamilton
Intermediate Tax-Exempt Fund and The Bank of New
York.*
(k) Sub-advisory agreement between BNY Hamilton
International Equity Fund and Indosuez Asset
Management.*
(l) Investment Advisory Agreement between BNY Hamilton
Large Cap Growth CRT Fund and The Bank of New York.
(m) Investment Advisory Agreement between BNY Hamilton
Small Cap Growth CRT Fund and The Bank of New York.
(n) Investment Advisory Agreement between BNY Hamilton
International Equity CRT Fund and The Bank of New
York.
(o) Sub-advisory agreement between BNY Hamilton
International Equity Fund and Indocam, a subsidiary
of Credit Agricole.
(6) (a) Distribution Agreements between Registrant and BNY
Hamilton Distributors, Inc.*
(b) Supplement to Distribution Agreements between
Registrant and BNY Hamilton Distributors, Inc.*
(7) Not Applicable.
(8) (a) Custody Agreement between Registrant and The Bank of
New York.*
(b) Cash Management and Related Services Agreement
between each series of Registrant and The Bank of New
York.*
(c) Supplement to Custody Agreement between Registrant
and The Bank of New York.*
(d) Supplement to Cash Management and Related Services
Agreement between Registrant and The Bank of New
York.*
(e) Additional Supplement to Custody Agreement between
Registrant and The Bank of New York.
(f) Additional Supplement to Cash Management and
Related Services Agreement between Registrant and
The Bank of New York.
(9) (a) Administration Agreement between Registrant and BNY
Hamilton Distributors, Inc.*
(b) Fund Accounting Services Agreement between Registrant
and The Bank of New York.*
<PAGE>
(c) Form of Transfer Agency Agreement between Registrant
and BISYS Fund Services, Inc.*
(d) Form of Shareholder Servicing Agreement.*
(e) Form of Sub-Administration Agreement between BNY
Hamilton Distributors, Inc. and The Bank of New
York.*
(f) Shareholder Servicing Plan of BNY Hamilton Money Fund
(Hamilton Premier Shares).*
(g) No longer applicable.
(h) Shareholder Servicing Plan of BNY Hamilton Money Fund
(Hamilton Classic Shares).*
(i) Rule 18f-3 Plan of BNY Hamilton Money Fund.*
(j) Supplement to Administration Agreement between
Registrant and BNY Hamilton Distributors, Inc.*
(k) Supplement to Fund Accounting Services Agreement
between Registrant and The Bank of New York.*
(l) Updated Transfer Agency Agreement between Registrant
and BISYS Fund Services, Inc.*
(m) Shareholder Servicing Plan of BNY Hamilton Treasury
Money Fund (Hamilton Premier Shares).*
(n) Revised Rule 18f-3 Plan of BNY Hamilton Funds, Inc.*
(o) Supplement to Form of Sub-Administration Agreement
between BNY Hamilton Distributors, Inc. and The Bank
of New York.*
(p) Revised Fund Accounting Services Agreement between
BNY Hamilton International Equity Fund and The Bank
of New York.*
(q) Form of Shareholder Servicing Plan of BNY Hamilton
Treasury Money Fund - Hamilton Classic Shares.*
(r) Form of Revised Rule 18f-3 Plan of BNY Hamilton
Treasury Money Fund - Hamilton Classic Shares.*
(10) Opinion of Sullivan & Cromwell.*
(11) Not Applicable.
(12) Not Applicable.
(13) Form of Seed Capital Agreement between Registrant and
BNY Hamilton Distributors, Inc.*
(14) Not Applicable.
(15) (a) Rule 12b-1 Plan of BNY Hamilton Intermediate
Government Fund.*
(b) Rule 12b-1 Plan of BNY Hamilton Intermediate New York
<PAGE>
Tax-Exempt Fund.*
(c) Rule 12b-1 Plan of BNY Hamilton Equity Income Fund.*
(d) Rule 12b-1 Plan of BNY Hamilton Money Fund - Hamilton
Classic Shares.*
(e) Rule 12b-1 Plan of BNY Hamilton Large Cap Growth Fund
- Investor Shares.*
(f) Rule 12b-1 Plan of BNY Hamilton Small Cap Growth Fund
- Investor Shares.*
(g) Rule 12b-1 Plan of BNY Hamilton International Equity
Fund - Investor Shares.*
(h) Rule 12b-1 Plan of BNY Hamilton Intermediate
Investment Grade Fund - Investor Shares.*
(i) Rule 12b-1 Plan of BNY Hamilton Intermediate
Tax-Exempt Fund - Investor Shares.*
(j) Rule 12b-1 Plan of BNY Hamilton Intermediate Treasury
Money Fund - Hamilton Classic Shares.*
(16) Schedule for computation of performance quotations.
(17) Not Applicable.
- ------------------------------------------
* Previously filed.
Item 24. Persons Controlled by or under Common Control with Registrant.
No person is controlled by or under common control with the Registrant.
Item 25. Indemnification.
Reference is made to Article VI of Registrant's Bylaws and the
Distribution Agreement each filed as exhibits hereto.
Registrant, its Directors and officers, the other investment companies
administered by the Administrator, and persons affiliated with them are
insured against certain expenses in connection with the defense of
actions, suits, or proceedings, and certain liabilities that might be
imposed as a result of such actions, suits or proceedings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors, officers and controlling
persons of the Registrant and the principal underwriter pursuant to the
foregoing provisions or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer, or
controlling person of the Registrant and the principal underwriter in
<PAGE>
connection with the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such Director,
officers or controlling person or principal underwriter in connection
with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
Item 26. Business and Other Connections of Investment Adviser.
The Registrant's investment adviser, The Bank of New York, is a New
York trust company. The Bank of New York conducts a general banking and
trust business. The Bank of New York is not affiliated with BNY
Hamilton Distributors, Inc.
To the knowledge of the Registrant, none of the directors or officers
of The Bank of New York, except those set forth below, is engaged in
any other business, profession, vocation or employment of a substantial
nature. Set forth below are the names and principal businesses of each
director of The Bank of New York who is engaged in another business,
profession, vocation or employment of a substantial nature:
<TABLE>
<CAPTION>
Name Title/Company
---- -------------
<S> <C>
Richard Barth..................................... Retired; Formerly Chairman and Chief Executive
Officer of Ciba-Geigy Corporation (diversified
chemical products)
Frank J. Biondi, Jr............................... Chairman and Chief Executive Office of Universal
Studios (diversified entertainment operator)
Harold E. Sells................................... Retired; Formerly Chairman and Chief Executive
Office of Woolworth Corporation (retailing)
William R. Chaney................................. Chairman and Chief Executive Officer of Tiffany &
Co., (international designers, manufacturers and
distributors of jewelry and fine goods)
Ralph E. Gomory................................... President of Alfred P. Sloan Foundation, Inc.
(private foundation)
Richard J. Kogan.................................. President and Chief Executive Officer of
Schering-Plough Corporation
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(manufacturer of pharmaceutical and consumer products)
John A. Luke, Jr.................................. Chairman, President and Chief Executive Officer of
Westvaco Corporation (manufacturer of paper,
packaging, and specialty chemicals)
John C. Malone.................................... President and Chief Executive Officer of Tele-Communications,
Inc., (cable television multiple system operator)
Donald L. Miller.................................. Chief Executive Officer and Publisher of Our World
News, LLC (media)
H. Barclay Morley................................. Retired; Formerly Chairman and Chief Executive Officer of
Stauffer Chemical Company (chemicals)
Catherine A. Rein................................. Senior Executive Vice President of Metropolitan Life
Insurance Company (insurance and financial services)
</TABLE>
Item 27. Principal Underwriters.
(a) BNY Hamilton Distributors, Inc., which is located at 125 West
55th Street, New York, New York 10019, will act as exclusive
distributor for the Registrant. The distributor is registered
with the Securities and Exchange Commission as a broker-dealer
and is a member of the National Association of Securities
Dealers.
(b) The information required by this Item 29 with respect to each
director, officer or partner of the Distributor is
incorporated by reference to Schedule A of Form BD filed by
the Distributor pursuant to the Securities Exchange Act of
1934.
(c) Not Applicable.
Item 28. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder will be maintained at the offices of BISYS Fund Services,
Inc., 3435 Stelzer Road, Columbus, Ohio 43219-3035.
Item 29. Management Services.
<PAGE>
Not Applicable.
Item 30. Undertakings.
The Registrant undertakes that, if requested to do so by 10% of its
outstanding shares, the Registrant will promptly call a meeting of
shareholders for the purpose of voting on the removal of a director or
directors and Registrant will assist with shareholder communications as
required by Section 16(c) of the Investment Company Act of 1940.
The Registrant hereby also undertakes that so long as the information
required by Item 5 of Form N-1A is contained in the latest annual
report to shareholders and not in the prospectuses of each Fund (other
than BNY Hamilton Money Fund and BNY Hamilton Treasury Money Fund), the
Registrant will furnish each person to whom a prospectus is delivered
with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant certifies that it meets all of the
requirements for effectiveness of this registration statement pursuant to Rule
485(B) under the Securities Act of 1933 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of New York, and the State of New York on the 30th day of December,
1999.
BNY HAMILTON FUNDS, INC.
By /s/ William J. Tomko
----------------------
William J. Tomko
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated on the 30th day of December, 1999.
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
/s/ Edward L. Gardner Director and Chairman of the Board of Directors
- ----------------------------------------------
(Edward L. Gardner)
/s/ Peter Herrick Director
- ----------------------------------------------
(Peter Herrick)
/s/ Stephen Stamas Director
- ----------------------------------------------
(Stephen Stamas)
/s/ James E. Quinn Director
- ----------------------------------------------
(James E. Quinn)
/s/ Karen Osar Director
- ----------------------------------------------
(Karen Osar)
/s/ Kim Kelly Director
- ----------------------------------------------
(Kim Kelly)
/s/ J. David Huber Chief Executive Officer
- ----------------------------------------------
(J. David Huber)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C>
(1) (a) Articles of Incorporation of Registrant.*
(b) Articles of Amendment, dated June 29, 1992.*
(c) Articles of Supplementary, dated June 29, 1994.*
(d) Articles of Supplementary, dated August 15, 1995.*
(e) Articles of Amendment, dated January 22, 1997*
(f) Articles Supplementary, dated January 22, 1997.*
(g) Articles Supplementary, dated April 28, 1999.*
(h) Form of Articles Supplementary, dated September 17,
1999.*
(2) Bylaws of Registrant.*
(3) Not Applicable.
(4) (a) Form of Specimen stock certificate of common stock of
BNY Hamilton Money Fund.*
(b) Form of Specimen stock certificate of common stock of
BNY Hamilton Intermediate Government Fund.*
(c) Form of specimen stock certificate of common stock of
BNY Hamilton Intermediate New York Tax-Exempt Fund.*
(d) Form of specimen stock certificate of common stock of
BNY Hamilton Equity Income Fund.*
(5) (a) Investment Advisory Agreement between BNY Hamilton
Money Fund and The Bank of New York.*
(b) Investment Advisory Agreement between BNY Hamilton
Intermediate Government Fund and The Bank of New
York.*
(c) Investment Advisory Agreement between BNY Hamilton
Intermediate New York Tax-Exempt Fund and The Bank of
New York.*
(d) Investment Advisory Agreement between BNY Hamilton
Equity Income Fund and The Bank of New York.*
(e) Investment Advisory Agreement between BNY Hamilton
Treasury Money Fund and The Bank of New York.*
(f) Investment Advisory Agreement between BNY Hamilton
Large Cap Growth Fund and The Bank of New York.*
(g) Investment Advisory Agreement between BNY Hamilton
Small Cap Growth Fund and The Bank of New York.*
(h) Investment Advisory Agreement between BNY Hamilton
International Equity Fund and The Bank of New York.*
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(i) Investment Advisory Agreement between BNY Hamilton
Intermediate Investment Grade Fund and The Bank of
New York.*
(j) Investment Advisory Agreement between BNY Hamilton
Intermediate Tax-Exempt Fund and The Bank of New
York.*
(k) Sub-advisory agreement between BNY Hamilton
International Equity Fund and Indosuez Asset
Management.*
(l) Investment Advisory Agreement between BNY Hamilton
Large Cap Growth CRT Fund and The Bank of New York.
(m) Investment Advisory Agreement between BNY Hamilton
Small Cap Growth CRT Fund and The Bank of New York.
(n) Investment Advisory Agreement between BNY Hamilton
International Equity CRT Fund and The Bank of New
York.
(o) Sub-advisory agreement between BNY Hamilton
International Equity Fund and Indocam, a subsidiary
of Credit Agricole.
(6) (a) Distribution Agreements between Registrant and BNY
Hamilton Distributors, Inc.*
(b) Supplement to Distribution Agreements between
Registrant and BNY Hamilton Distributors, Inc.*
(7) Not Applicable.
(8) (a) Custody Agreement between Registrant and The Bank of
New York.*
(b) Cash Management and Related Services Agreement
between each series of Registrant and The Bank of New
York.*
(c) Supplement to Custody Agreement between Registrant
and The Bank of New York.*
(d) Supplement to Cash Management and Related Services
Agreement between Registrant and The Bank of New
York.*
(e) Additional Supplement to Custody Agreement between
Registrant and The Bank of New York.
(f) Additional Supplement to Cash Management and
Related Services Agreement between Registrant and
The Bank of New York.
(9) (a) Administration Agreement between Registrant and BNY
Hamilton Distributors, Inc.*
(b) Fund Accounting Services Agreement between Registrant
and The Bank of New York.*
(c) Form of Transfer Agency Agreement between Registrant
and BISYS Fund Services, Inc.*
(d) Form of Shareholder Servicing Agreement.*
(e) Form of Sub-Administration Agreement between BNY
Hamilton Distributors, Inc. and The Bank of New
York.*
(f) Shareholder Servicing Plan of BNY Hamilton Money Fund
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(Hamilton Premier Shares).*
(g) No longer applicable.
(h) Shareholder Servicing Plan of BNY Hamilton Money Fund
(Hamilton Classic Shares).*
(i) Rule 18f-3 Plan of BNY Hamilton Money Fund.*
(j) Supplement to Administration Agreement between
Registrant and BNY Hamilton Distributors, Inc.*
(k) Supplement to Fund Accounting Services Agreement
between Registrant and The Bank of New York.*
(l) Updated Transfer Agency Agreement between Registrant
and BISYS Fund Services, Inc.*
(m) Shareholder Servicing Plan of BNY Hamilton Treasury
Money Fund (Hamilton Premier Shares).*
(n) Revised Rule 18f-3 Plan of BNY Hamilton Funds, Inc.*
(o) Supplement to Form of Sub-Administration Agreement
between BNY Hamilton Distributors, Inc. and The Bank
of New York.*
(p) Revised Fund Accounting Services Agreement between
BNY Hamilton International Equity Fund and The Bank
of New York.*
(q) Form of Shareholder Servicing Plan of BNY Hamilton
Treasury Money Fund - Hamilton Classic Shares.*
(r) Form of Revised Rule 18f-3 Plan of BNY Hamilton
Treasury Money Fund - Hamilton Classic Shares.*
(10) Opinion of Sullivan & Cromwell.*
(11) Not Applicable.
(12) Not Applicable.
(13) Form of Seed Capital Agreement between Registrant and
BNY Hamilton Distributors, Inc.*
(14) Not Applicable.
(15) (a) Rule 12b-1 Plan of BNY Hamilton Intermediate
Government Fund.*
(b) Rule 12b-1 Plan of BNY Hamilton Intermediate New York
Tax-Exempt Fund.*
(c) Rule 12b-1 Plan of BNY Hamilton Equity Income Fund.*
(d) Rule 12b-1 Plan of BNY Hamilton Money Fund - Hamilton
Classic Shares.*
(e) Rule 12b-1 Plan of BNY Hamilton Large Cap Growth Fund
- Investor Shares.*
(f) Rule 12b-1 Plan of BNY Hamilton Small Cap Growth Fund
- Investor Shares.*
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(g) Rule 12b-1 Plan of BNY Hamilton International Equity
Fund - Investor Shares.*
(h) Rule 12b-1 Plan of BNY Hamilton Intermediate
Investment Grade Fund - Investor Shares.*
(i) Rule 12b-1 Plan of BNY Hamilton Intermediate
Tax-Exempt Fund - Investor Shares.*
(j) Rule 12b-1 Plan of BNY Hamilton Treasury Money Fund -
Hamilton Shares.*
(16) Schedule for computation of performance quotations.
(17) Not Applicable.
</TABLE>
- --------------------------
* Previously filed.
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 3rd day of January, 2000 by and between BNY Hamilton
Large Cap Growth CRT Fund (the "Series"), a series of BNY Hamilton Funds, Inc.,
a Maryland corporation (the "Corporation") and The Bank of New York, a New York
bank (the "Adviser").
1. Duties of Adviser. The Series hereby appoints the Adviser to act as
investment adviser to the Series for the period and on such terms as are set
forth in this Agreement. Ths Series employs the Adviser to manage the investment
and reinvestment of the assets of the Series, to continuously review, supervise
and administer the investment program of the Series, to determine in its
discretion the securities to be purchased or sold and the portion of the Series'
assets to be held uninvested, to provide the Corporation with records concerning
the Adviser's activities which the Corporation is required to maintain, and to
render regular reports to the Corporation's officers and Board of Directors
concerning the Adviser's discharge of the foregoing responsibilities. The
Advisor shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Directors of the Corporation, and in compliance
with the objectives, policies and limitations set forth in the Corporation's
Registration Statement (No. 811-6654), including the Series' prospectus and
statement of
<PAGE>
additional information, applicable laws and regulations. The Adviser accepts
such employment and agrees to rendar the services and to provide, at its own
expense, the office space, furnishings and equipment and the personnal required
by it to perform the services on the terms and for the compensation provided
therein.
2. Portfolio Transactions. The Adviser is authorized to select the brokers
or dealers that will execute the purchases and sales of securities for the
Series and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. Unless and
until otherwise directed by the Board of Directors of the Corporation, the
Adviser may also effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if the Adviser determines
in good faith that such amount of commission is reasonable in relation to the
value of the brokerage or research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Corporation. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of any
duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Corporation such information
relating to Series transactions as they may reasonably request.
<PAGE>
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 2 of this Agreement, the Corporation shall pay
to the Adviser at the end of each month an advisory fee accrued daily and
payable monthly based on an annual percentage rate of 0.60% of the Series'
average daily net assets.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in affect, subject to a pro rata adjustment based
on the number of days elapsed in the month as a percentage of the total number
of days in such month.
4. Reports. The Series and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
5. Status of Adviser. The services of the Adviser to the Series are not
be deemed exclusive, and the Adviser shall be free to render similar services to
others.
6. Liability of Adviser. In the absence of (i) wilful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to
<PAGE>
the receipt of compensation for services (in which case any award of
damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the Investment Company Act of 1940 ("1940 Act"), the
Adviser shall not be subject to any liability whatsoever to the Series,
or to any shareholder of the Series, for any error of judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any
losses that may be sustained in connection with purchase, holding,
redemption or sale of any security on behalf of the Series.
7. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Corporation and applicable law and
regulation, Directors, officers, agents and shareholders of the
Corporation are or may be interested in the Adviser (or any successor
thereof) as Directors, officers, agents, shareholders or otherwise;
Directors, officers, agents, shareholders of the Adviser are or may be
interested in the Corporation as
Directors, officers, agents, shareholders or otherwise; and the Adviser
(or any successor) is or may be interested in the Corporation as a
shareholder or otherwise; and the effects of any such interrelationships
shall be governed by said Articles of Incorporation and the provisions
of the 1940 Act.
8. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue
<PAGE>
until June 30, 2001 and thereafter shall continue for periods of one year so
long as such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Board of Directors of the Corporation
who are not parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Series. This Agreement may be
terminated by the Series at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Directors of the Corporation or by
vote of a majority of the outstanding voting securities of the Series on 60
days' written notice to the Adviser. This Agreement may be terminated by the
Adviser at any time, without the payment of any penalty, upon 60 days' written
notice to the Series. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at any office of such party and shall be deemed given when received by the
addressee.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective
<PAGE>
meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of
the 1940 Act.
9. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Series must be approved (a) by vote of majority
of those members of the Board of Directors of the Corporation who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding voting securities of the Series.
10. Use of Name. The Series agrees that if this Agreement is terminated
and the Adviser shall no longer be the adviser to the Series, the Series will,
within a reasonable periods of time, change its name to delete reference to "BNY
Hamilton".
11. Severability. If any provisions 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.
12. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of New York, provided, however, that nothing herein shall
be
<PAGE>
construed as being inconsistent with the 1940 Act.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their officers thereunto duly authorized as of the day and year first written
above.
THE BANK OF NEW YORK BNY HAMILTON FUNDS, INC.
for BNY HAMILTON LARGE CAP
GROWTH CRT FUND
By By
------------------------------------- -----------------------------
Name: Name:
Title: Title:
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
AGREEMENT made this 3rd day of January, 2000 by and between BNY
Hamilton Small Cap Growth CRT Fund (the "Series"), a series of BNY Hamilton
Funds, Inc., a Maryland corporation, (the "Corporation") and The Bank of New
York, a New York bank (the "Adviser").
1. Duties of Adviser. The Series hereby appoints the Adviser to act
as investment adviser to the Series for the period and on such terms as are set
forth in this Agreement. The Series employs the Adviser to manage the investment
and reinvestment of the assets of the Series, to continuously review, supervise
and administer the investment program of the Series, to determine in its
discretion the securities to be purchased or sold and the portion of the
Series' assets to be held uninvested, to provide the Corporation with records
concerning the Adviser's activities which the Corporation is required to
maintain, and to render regular reports to the Corporation's officers and Board
of Directors concerning the Adviser's discharge of the foregoing
responsibilities. The Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of Directors of the
Corporation, and in compliance with the objectives, policies and limitations set
forth in the Corporation's Registration Statement (No. 811-6654), including the
Series' prospectus and statement of
<PAGE>
additional information, applicable laws and regulations. The Adviser accepts
such employment and agrees to render the services and to provide, at is own
expense, the office space, furnishings and equipment and the personnel required
by it to perform the services on the terms and for the compensation provided
therein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities for
the Series and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. Unless and
until otherwise directed by the Board of Directors of the Corporation, the
Adviser may also effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if the Adviser determines
in good faith that such amount of commission is reasonable in relation to the
value of the brokerage or research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Corporation. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of any
duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Corporation such information
relating to Series transactions as they may reasonably request.
<PAGE>
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Corporation shall pay to
the Adviser at the end of each month an advisory fee accrued daily and payable
monthly based on an annual percentage rate of 0.75% of the Series' average daily
net assets.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect, subject to a pro rata adjustment based
on the number of days elapsed in the month as a percentage of the total number
of days in such month.
4. Reports. The Series and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
5. Status of Adviser. The services of the Adviser to the Series are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
6. Liability of Adviser. In the abscense of (i) wilful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to
<PAGE>
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the Investment Company Act of 1940 ("1940 Act'), the Adviser shall not be
subject to any liability whatsoever to the Series, or to any shareholder of the
Series, for any error of judgment, mistake of law or any other act or omission
in the course of, or connect with, rendering services hereunder including,
without limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Series.
7. Permissible Interests. Subject to an in accordance with the
Articles of Incorporation of the Corporation and applicable law and regulation,
Directors, officers, agents and shareholders of the Corporation are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents and shareholders of the Adviser are or may be interested in the
Corporation as Directors, officers, shareholders or otherwise; and the Adviser
(or any successor) is or may be interested in the Corporation as a shareholder
or otherwise; and the effect of any such interrelationships shall be governed by
said Articles of Incorporation and the provisions of the 1940 Act.
8. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue
<PAGE>
until June 30, 2001 and thereafter shall continue for periods of one year so
long as such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Board of Directors of the Corporation
who are not parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Series. This Agreement may be
terminated by the Series at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Directors of the Corporation or by
vote of a majority of the outstanding voting securities of the Series on 60
days' written notice to the Adviser. This Agreement will automatically and
immediately terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed postpaid,
to the other party at any office of such party and shall be deemed given when
received by the addressee.
As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective
<PAGE>
meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of
the 1940 Act.
9. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Series must be approved (a) by vote of majority
of those members of the Board of Directors of the Corporation who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding voting securities of the Series.
10. Use of Name. The Series agrees that if this Agreement is
terminated and the Adviser shall no longer be the adviser to the Series, the
Series will, within a reasonable period of time, change its name to delete
reference to "BNY Hamilton".
11. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, status, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
12. Applicable Law. This Agreement shall be construed in accordance
with the laws of the State of New York, provided however, that nothing herein
shall be
<PAGE>
construed as being inconsistent with the 1940 Act.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their officers thereunto duly authorized as of the day and year
first written above.
THE BANK OF NEW YORK BNY HAMILTON FUNDS, INC.
for BNY HAMILTON SMALL CAP
GROWTH CRT FUND
By By
----------------------- ----------------------------
Name: Name:
Title: Title:
<PAGE>
INVESTMENT ADVISORY AGREEMENT
-----------------------------
AGREEMENT made this 3rd day of January, 2000 by and between BNY Hamilton
International Equity CRT Fund (the "Series"), a series of BNY Hamilton Funds,
Inc., a Maryland corporation, (the "Corporation") and The Bank of New York, a
New York bank (the "Adviser").
1. Duties of Adviser. The Series hereby appoints the Adviser to act as
investment adviser to the Series for the period and on such terms as are set
forth in this Agreement. The Series employs the Adviser to manage the investment
and reinvestment of the assets of the Series, to continuously review, supervise
and administer the investment program of the Series, to determine in its
discretion the securities to be purchased or sold and the portion of the Series'
assets to be held uninvested, to provide the Corporation with records concerning
the Adviser's activities which the Corporation is required to maintain, and to
render regular reports to the Corporation's officers and Board of Directors
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Directors of the Corporation, and in compliance
with the objectives, policies and limitations set forth in the Corporation's
Registration Statement (No. 811-6654), including the Series' prospectus and
statement of
<PAGE>
additional information, applicable laws and regulations. The Adviser accepts
such employment and agrees to render the services and to provide, at its own
expense, the office space, furnishings and equipment and the personnel required
by it to perform the services on the terms and for the compensation provided
therein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities for
the Series and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. Unless and
until otherwise directed by the Board of Directors of the Corporation, the
Adviser may also effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if the Adviser determines
in good faith that such amount of commission is reasonable in relation to the
value of the brokerage or research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Corporation. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of any
duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Corporation such information
relating to Series transactions as they may reasonably request.
<PAGE>
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Corporation shall pay to
the Adviser at the and of each month an advisory fee accrued daily and payble
monthly based on an annual percentage rate of 0.85% of the Series' average daily
net assets.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect, subject to a pro rata
adjustment based on the number of days elapsed in the month as a percentage of
the total number of days in such month.
4. Reports. The Series and the Adviser agree to furnish to each other
current prospectuses, proxy sttements, reports to shareholders certified copies
of their financial statements, and such other information with regard to their
affairs as each may reasonably request.
5. Status of Adviser. The services of the Adviser to the Series are not
be deemed exclusive, and the Adviser shall be free to render similar services to
others.
6. Liability of Adviser. In the absence of (i) wilful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to
<PAGE>
the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the Investment Company Act of 1940 ("1940 Act"), the Adviser shall not be
subject to any liability whatsoever to the Series, or to any shareholder of the
Series, for any error of judgment, mistake of law or any other act or omission
in the course of, or connection with, rendering services hereunder including,
without limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Series.
7. Permissible Interests. Subject to and in accordance with the Articles
of Incorporation of the Corporation and applicable law and regulation,
Directors, officers, agents and shareholders of the Corporation are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Corporation as Directors,
officers, shareholders or otherwise; and the Adviser (or any successor) is or
may be interested in the Corporation as a shareholder or otherwise; and the
effect of any such interrelationships shall be governed by said Articles of
Incorporation and the provisions of the 1940 Act.
8. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue
<PAGE>
until June 30, 2001 and thereafter shall continue for periods of one year so
long as such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Board of Directors of the
Corporation who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Series. This Agreement may
be terminated by the Series at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Directors of the Corporation or by
vote of a majority of the outstanding voting securities of the Series on 60
days' written notice to the Adviser. This Agreement may be terminated by the
Adviser at any time, without the payment of any penalty, upon 60 days' written
notice to the Series. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at any office of such party and shall be deemed given when received by the
addressee.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective
<PAGE>
meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of
the 1940 Act.
9. Amendment of Agreement. This Agreement may be amended by mutual consent,
but the consent of the Series must be approved (a) by vote of majority of those
members of the Board of Directors of the Corporation who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Series.
10. Use of Name. The Series agrees that if this Agreement is terminated and
the Adviser shall no longer be the adviser to the Series, the Series will within
a reasonable periods of time, change its name to delete reference to "BNY
Hamilton".
11. Severability. If any provisions 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.
12. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of New York, provided, however, that nothing herein shall
be
<PAGE>
construed as being inconsistent with the 1940 Act.
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their officers thereunto duly authorized as of the day and year first written
above.
THE BANK OF NEW YORK BNY HAMILTON FUNDS, INC.
for BNY HAMILTON INTERNATIONAL EQUITY
CRT FUND
By By
------------------------------ -------------------------------------
Name: Name:
Title: Title:
<PAGE>
SUBADVISORY AGREEMENT
AGREEMENT made this 3rd day of January, 2000 by and between The Bank of New
York, a New York bank (the "Adviser") and Indosuez International Investment
Services, a corporation organized under the laws of France (the "Subadviser").
1. Duties of Subadviser. The Adviser hereby appoints the Subadviser to
act as investment adviser to BNY Hamilton International Equity CRT Fund (the
"Series"), a series of BNY Hamilton Funds, Inc., a Maryland corporation (the
"Corporation"), for the period and on such terms as are set forth in this
Agreement. The Adviser employs the Subadviser to manage the investment and
reinvestment of the assets of the Series, to continuously review, supervise and
administer the investment program of the Series, to determine in its discretion
the securities to be purchased or sold and the portion of the Series' assets to
be held uninvested, to provide the Adviser and the Corporation with records
concerning the Subadviser's activities which the Corporation is required to
maintain, and to render regular reports to the Adviser, the Corporation's
officers and Board of Directors concerning the Subadviser's discharge of the
foregoing responsibilities. The Subadviser shall discharge the foregoing
responsibilties subject to the control of the
<PAGE>
Adviser and the officers and the Board of Directors of the Corporation, and in
compliance with the objectives, policies and limitations set forth in the
Corporation's Registration Statement (No. 811-6654), including the Series'
prospectus and statement of additional information, applicable laws and
regulations. In carrying out its responsibilities hereunder, the Subadviser will
consult with the Adviser on a continuous basis regarding the management of the
Series. The Subadviser accepts such employment and agrees to render the services
and to provide, at its own expense, the office space, furnishings and equipment
and the personnel required by it to perform the services on the terms and for
the compensation provided therein.
2. Portfolio Transactions. The Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities for
the Series and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. It is also
understood that it is desirable for the Series that you have access to
supplemental investment and market research and security and economic analyses
provided by brokers who may execute brokerage transactions at a higher cost to
the Series than may result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient execution. Therefore,
you are authorized to place orders
<PAGE>
for the purchase and sale of securities for the Series with such brokers,
subject to review by the Directors of the Corporation from time to time with
respect to the extent and continuation of this practice. It is understood that
the services provided by such brokers may be useful to you in connection with
your services to other clients. You may, on occasions when you deem the purchase
or sale of a security to be in the best interests of the Series as well as your
other customers aggregate, to the extent permitted by applicable laws and
regulations, the securities to be sold or purchased in order to obtain the best
net price and the most favorable execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by you in the manner you consider to be the most
equitable and consistent with your fiduciary obligations. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of any
duty created by this Agreement or otherwise. The Subadviser will promptly
communicate to the Adviser and the officers and Directors of the Corporation
such information relating to Series transactions as they may reasonably request.
3. Compensation of the Subadviser. For the services to be rendered by the
Subadviser as provided in Section 1 of this Agreement, the Adviser shall pay to
the Subadviser at the end of each month an advisory fee accrued daily and
payable monthly based on an annual percentage rate of 0.425% of the Series'
average daily net assets. Neither the Corporation nor the Series shall be
responsible for any portion of the compensation payable to the Subadviser
hereunder.
In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect, subject to a pro rata adjustment based
on the number of days elapsed in the month as a percentage of the total number
of days in such month.
4. Reports. The Adviser agrees to furnish to the Subadviser current
prospectuses, proxy statements, reports to shareholders, financial statements
and such other information relating to the Series as the Subadviser may
reasonably request. The Subadviser agree to furnish to the Adviser and to the
Corporation such information concerning its own affairs as the Adviser or the
Corporation may reasonably request, including copies of its Form ADV and any
other filings of the Subadviser with the U.S. Securities and Exchange Commission
and certified copies of its financial statements.
5. Status of Subadviser. The services of the Subadviser to the Adviser and
the Series are not be deemed exclusive, and the Subadviser shall be free to
render similar services to others.
<PAGE>
6. Liability of Subadviser. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Subadviser in performance of
its obligations and duties hereunder, (ii) reckless disregard by the Subadviser
of its obligations and duties hereunder or (iii) a loss resulting from a breach
of fiduciary duty by the Subadviser with respect to the receipt of compensation
for its services (in which case any award of damages shall be limited to the
period and the amount set forth in Section 36(b)(3) of the Investment Company
Act of 1940 (the "1940 Act"), the Subadviser shall not be subject to any
liability whatsoever to the Adviser or the Series, or to any shareholder of the
Series, for any error of judgment, mistake of law or any other act or omission
in the course of, or connected with rendering services hereunder including,
without limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Series.
7. Permissible Interests. Subject to and in accordnace with the Articles
of Incorporation of the Corporation and applicable law and regulation,
Directors, officers, agents and shareholders of the Corporation and/or the
Adviser are or may be interested in the Subadviser (or any successor thereof) as
Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Subadviser are or may be interested in
<PAGE>
the Corporation and/or the Adviser as Directors, officers, shareholders or
otherwise; and the Subadviser (or any successor) is or may be interested in the
Corporation and/or the Adviser as a shareholder or otherwise; and the effect of
any such interrelationships shall be governed by said Articles of Incorporation
and the provisions of the 1940 Act.
8. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue until June 30, 2001 and thereafter shall
continue for periods of one year so long as such continuance is specifically
approved at least annually (a) by the Adviser and (b) (1) by the vote of a
majority of those members of the Board of Directors of the Corporation who are
not parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such aproval, and (2) by
the Board of Directors of the Corporation or by vote of a majority of the
outstanding voting securities of the Series. This Agreement may be terminated by
the Adviser or by the Series at any time, without the payment of any penalty (in
the case of termination by the Series, by vote of a majority of the entire Board
of Directors of the Corporation or by vote of a majority of the outstanding
voting securities of the Series), on 60 days' written notice to the Subadviser
and, in the case of termination by the Adviser, to the
<PAGE>
Corporation. This Agreement may be terminated by the Subadviser at any time,
without the payment of any penalty, upon 60 days' written notice to the Adviser
and the Series. This Agreement will automatically and immediately terminate in
the event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at
any office of such party and shall be deemed given when received by the
addressee.
As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a) (4), Section 2(a) (19) and Section
2(a) (42) of the 1940 Act.
9. Amendment of Agreement. The Agreement may be amended by mutual consent
of the parties, but the consent of the Corporation must also be obtained, which
consent must be approved (a) by vote of majority of those members of the Board
of Directors of the Corporation who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such amendment, and (b) by vote of a majority of the
outstanding voting securities of the Series.
10. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision,
<PAGE>
statue, rule or otherwise, the remainder of this Agreement shall not be affected
thereby.
11. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of New York, provided, however, that nothing herein shall
be construed as being inconsistent with the 1940 Act.
12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their officers thereunto duly authorized as of the day and year first written
above.
THE BANK OF NEW YORK INDOSUEZ INTERNATIONAL
INVESTMENT SERVICES
By By
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Name: Kevin T. Tjanon Name: Jean-Claude Keltenbach
Title: EVD and Chief Title: Chairman and CEO
Investment Officer
<PAGE>
BNY HAMILTON CUSTODY AGREEMENT
Form of Custody Agreement as previously filed is amended to include each of
the following portfolios:
PORTFOLIO
- ---------
BNY Hamilton Equity Income Fund
BNY Hamilton Large Cap Growth Fund
BNY Hamilton Small Cap Growth Fund
BNY Hamilton International Equity Fund
BNY Hamilton Intermediate Government Fund
BNY Hamilton Intermediate Investment Grade Fund
BNY Hamilton Intermediate Tax-Exempt Fund
BNY Hamilton Intermediate New York Tax-Exempt Fund
BNY Hamilton Money Fund
BNY Hamilton Treasury Money Fund
BNY Hamilton Large Cap Value Fund
BNY Hamilton Small Cap Value Fund
BNY Hamilton Large Cap Growth CRT Fund
BNY Hamilton Small Cap Growth CRT Fund
BNY Hamilton International Equity CRT Fund
<PAGE>
BNY HAMILTON CASH MANAGEMENT AND RELATED SERVICES AGREEMENT
Form of Cash Management and Related Services Agreement as previously filed is
amended to include each of the following portfolios:
PORTFOLIO
- ---------
BNY Hamilton Equity Income Fund
BNY Hamilton Large Cap Growth Fund
BNY Hamilton Small Cap Growth Fund
BNY Hamilton International Equity Fund
BNY Hamilton Intermediate Government Fund
BNY Hamilton Intermediate Investment Grade Fund
BNY Hamilton Intermediate Tax-Exempt Fund
BNY Hamilton Intermediate New York Tax-Exempt Fund
BNY Hamilton Money Fund
BNY Hamilton Treasury Money Fund
BNY Hamilton Large Cap Value Fund
BNY Hamilton Small Cap Value Fund
BNY Hamilton Large Cap Growth CRT Fund
BNY Hamilton Small Cap Growth CRT Fund
BNY Hamilton International Equity CRT Fund
