SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Filed by a party other than the registrant
Check the appropriate box:
Preliminary proxy statement
X Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c)
or Rule 14a-12
Reserve Private Equity Series
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2)
$500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and O-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act
Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identifying the
filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the form or schedule
and the date of its filing.
<PAGE>
RESERVE PRIVATE EQUITY SERIES
RESERVE MID-CAP GROWTH FUND
810 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
Dear Shareholder:
The Board of Trustees of the Reserve Private Equity Series
(the "Trust") on behalf of the Reserve Mid-Cap Growth Fund (the
"Fund") recently has reviewed and endorsed a Plan of Complete
Liquidation of the Fund (the "Plan") and directed that the Plan
be submitted to shareholders of the Fund for adoption. As a
shareholder of the Fund on June 30, 1996, the record date, you
are entitled to vote on the Plan.
We have therefore called a Special Meeting of Shareholders
to be held on July 31, 1996 at 9:00 a.m. at the offices of the
Fund, 810 Seventh Avenue, New York, New York 10019 to consider
this transaction. WE STRONGLY INVITE YOUR PARTICIPATION BY
ASKING YOU TO REVIEW, COMPLETE AND RETURN YOUR PROXY AS SOON AS
POSSIBLE.
If the Plan is approved and implemented, your share of the
proceeds will be distributed in cash to you, unless you have
provided us with written instructions directing that your shares
of the Fund be exchanged for shares of another of the Funds of
the Trust. If the Plan is adopted at the Special Meeting, the
liquidation of the Fund is expected to commence as soon as
practicable thereafter. All costs of the liquidation (other than
brokerage commissions incurred by the Fund in selling its
portfolio securities) will borne by Reserve Management Company,
Inc., the Fund's adviser and manager.
Detailed information about the Plan and the reasons for the
proposed liquidation of the Fund are contained in the enclosed
materials. A self-addressed, postage-paid envelope has been
enclosed for your convenience. It is very important that you
vote and that your voting instructions be received by the Fund no
later than July 30, 1996.
Sincerely,
__________________________________
Bruce R. Bent
President
<PAGE>
RESERVE MANAGEMENT COMPANY, INC.
810 Seventh Avenue
New York, New York 10009
July 15, 1996
Dear Shareholder:
The accompanying proxy materials request your vote on a
proposal to liquidate Reserve Mid-Cap Growth Fund, in which you
have an investment. As an investor in the Reserve Private Equity
Series you may exchange your shares of this Fund for shares of
equal value in one of the other funds listed below at any time or
you may elect to redeem your shares. Among the funds available
to you is Reserve North American Growth Fund which has an
investment philosophy that is similar to Reserve Mid-Cap Growth
Fund because it primarily invests in U.S. companies having a
market value between $150 million and $5 billion with a median
market value of $1 billion.
Of course, you may exchange your investment for any of the
following funds included in Reserve Private Equity Series. A
Prospectus containing information about each of these funds is
also included with the enclosed materials:
- Reserve North American Growth Fund
- Reserve Blue Chip Growth Fund
- Reserve Emerging Growth Fund
- Reserve Growth and Income Fund
- Reserve Informed Investors Growth Fund
- Reserve International Equity Fund
- Reserve Large Cap Value Equity Fund
- Reserve U.S. Treasury Money Market Fund
If you choose to exchange your shares for either Reserve
North American Growth Fund or one of the other funds included in
the Trust, or if you elect to redeem your shares, it is not
necessary to wait for the tabulation of the proxies which is
expected to take place on or about July 31, 1996. You may simply
call (800) 637-1700 and press 3* for Customer Service. You may
instead indicate your choice in writing on the enclosed exchange
form and return it to us in the postage paid envelope provided
with the enclosed materials.
Whether you exchange your shares ahead of time or wait until
the completion of the liquidation, the transaction will be done
at "net asset value" which means that there is no fee or
commission to be paid in connection with the transaction.
If you have any questions, please do not hesitate to give me
a call. I apologize for any inconvenience the proposed
transaction may have caused.
Sincerely,
Bruce R. Bent
President
<PAGE>
RESERVE PRIVATE EQUITY SERIES
810 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 31, 1996 AT 9:00 A.M.
A Special Meeting of Shareholders of THE RESERVE MID-CAP
GROWTH FUND (THE "FUND") OF THE RESERVE PRIVATE EQUITY SERIES
(the "Trust") will be held at the offices of the Fund, 810
Seventh Avenue, New York, New York 10019 on July 31, 1996 at 9:00
a.m. Eastern Time, or at such adjourned time as may be necessary
to vote (the "Meeting") for the following purposes:
PROPOSAL 1. To adopt a Plan of Complete Liquidation (the
"Plan") providing for the liquidation of the
Fund's assets and the distribution of all of
the proceeds of such liquidation, which will
be in cash form, less an amount to be
provided for debts and liabilities of the
Fund, to the Shareholders of the Fund.
Shareholders of record of the Fund at the close of business
on June 30, 1996 (the "Record Date") will be entitled to vote at
the Meeting. Each share of the Fund is entitled to one vote,
with proportionate voting for fractional shares.
We urge you to sign, date and return your proxy in the
enclosed addressed envelope, which requires no postage and is
intended for your convenience. Your prompt return of your proxy
or proxies may save the Fund the necessity and expense of further
solicitations to ensure a quorum at the Meeting. You may vote
your shares in person at the Meeting.
By Order of the Board of Trustees
Marc C. Cozzolino
Secretary
Reserve Private Equity Series
New York, New York
July 15, 1996
<PAGE>
PROXY STATEMENT
RESERVE PRIVATE EQUITY SERIES
810 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 31, 1996 AT 9:00 A.M.
This Proxy Statement and enclosed form of proxy are
furnished in connection with the solicitation of proxies by and
on behalf of the Trustees of the Trust to be used at a Special
Meeting of Shareholders of the Fund to be held at the offices of
the Fund, 810 Seventh Avenue, New York, New York 10019, on
Wednesday, July 31, 1996, at 9:00 a.m. Eastern Time or at any
adjournment or adjournments thereof (the "Meeting"), for the
purposes set forth in the accompanying Notice.
This Proxy Statement and the form of proxy are being mailed
to shareholders on or about July 15, 1996. Any shareholder
giving a proxy has the power to revoke it by mail (addressed to
the Secretary of the Fund at the principal executive office of
the Fund, 810 Seventh Avenue, New York, NY 10019) or in person at
the Meeting, by executing a superseding proxy or by submitting a
notice of revocation to the Fund. All properly executed and
unrevoked proxies received in time for the Meeting will be voted
as specified in the proxy or, if no specification is made, for
each proposal referred to in the proxy statement.
Holders of record of the shares of beneficial interest of
the Fund at the close of business on June 30, 1996 (the "Record
Date") will be entitled to vote on each proposal presented at the
Meeting. On the Record Date, there were 115,053.655 shares
("Shares") of the Fund outstanding. Each Share is entitled to
one vote, and fractional Shares are entitled to fractional
votes.
A copy of the Fund's most recent annual report or semi-
annual report, as applicable, is available upon request and
without charge by calling the Fund at (800) 637-1700 at its
principal executive office, 810 Seventh Avenue, New York, New
York 10019.
PROPOSAL 1
TO ADOPT A PLAN OF COMPLETE LIQUIDATION ("PLAN") PROVIDING FOR
THE LIQUIDATION OF THE FUND'S ASSETS AND THE DISTRIBUTION OF ALL
OF THE PROCEEDS OF SUCH LIQUIDATION
THE PROPOSED PLAN OF COMPLETE LIQUIDATION
At a meeting of the Board of Trustees held on March 20,
1996, the Board of Trustees approved a resolution that was
submitted by management of the Fund to recommend to the Fund's
shareholders that the Fund be liquidated in accordance with the
Plan. A copy of the Plan is attached as Exhibit A to this Proxy
Statement. All descriptions of the Plan in this Proxy Statement
are qualified in their entirety by reference to such Plan.
If the Plan is adopted by the Fund's shareholders, the Board
of Trustees and officers will proceed on behalf of the Fund to
implement the provisions of the Plan as expeditiously as they
deem practicable and in accordance with Delaware law. Such
action will include, among other things, distribution to the
shareholders of the Fund's assets, which will be reduced to cash,
and termination of the Fund. All costs of the liquidation of the
Fund (other than brokerage commissions incurred by the Fund in
selling its portfolio securities) will be borne by Reserve
Management Company, Inc. ("RMCI"), the Fund's investment adviser
and administrator.
BACKGROUND OF AND REASON FOR THE PLAN
The assets of the Fund are relatively small and, despite
efforts to increase sales of the Fund's Shares, RMCI, believes
that it is not likely that the Fund will experience further
material growth in assets in the foreseeable future from its
current size of approximately $1.45 million. In addition, the
Fund's initial sub-investment adviser, Cambridge Equity Advisors
("Cambridge"), tendered its resignation effective April 19, 1996.
The Trustees have retained, solely on a temporary basis, the sub-
investment advisory services of Southern Capital Advisors,
Memphis, Tennessee, to provide investment advice to the Fund.
Southern Capital Advisors, and its President, Richard A. McStay,
C.F.A., presently also serve as sub-investment adviser to one of
the other Funds within the Trust, Reserve North American Growth
Fund. Southern Capital has been in existence since 1986 and
currently manages approximately $260 million. As noted, Southern
Capital is only providing sub-advisory services to the Fund on a
temporary basis and Southern Capital is only entitled to receive
sub-advisory fees at the same rate as was applicable to
Cambridge. Prior to or as part of the liquidation process,
Shareholders of the Fund will be permitted to exchange their Fund
Shares for shares of North American Growth Fund as well as the
other Funds in the Trust, or for shares of the Reserve U.S.
Treasury Fund, which is the money market fund that serves as the
Reserve Equity Cash Account and which invests exclusively in
full-faith and credit obligations of the United States Treasury.
(A copy of each respective Prospectus for these Funds is included
with these materials).
RMCI has concluded that the relative small size of the Fund
will not ultimately produce the benefits for shareholders of a
viable and competitive mutual fund. Accordingly, RMCI has
recommended to the Board of Trustees that the Fund be liquidated.
At its meeting on March 20, 1996, the Board of Trustees
considered and approved the Plan for submission to shareholders
for adoption. In making this determination, the Board considered
a number of factors, including the amount of the Fund's assets
and the likelihood that sales of the Fund's Shares could be
increased to raise the Fund's assets to a more viable level. The
Board also considered the resignation of the Fund's sub-adviser
and the cost and difficulty of obtaining the services of a new
sub-adviser for the Fund. The Board concluded that liquidation
of the Fund would be in the best interests of shareholders. In
connection with the pending vote on the Plan, the Fund ceased
selling its shares on July 12, 1996.
DESCRIPTION OF THE PLAN
The Plan will require the Fund to cease engaging in any
business activities, except for the purposes of winding up its
business and affairs, preserving the value of the Fund's assets,
and distributing the proceeds derived from the sale of the Fund's
assets to shareholders in accordance with the provisions of the
Plan. Nevertheless, the Plan permits the Fund to continue to
carry on its activities as an investment company, as described in
its current prospectus, with regard to existing shareholders and
assets, until the final distribution to shareholders is made.
The Plan directs the Fund to cause the liquidation of its assets
to cash form through the sale of its investments as soon as
practicable, depending on market conditions and consistent with
the terms of the Plan, and to pay or provide for the payment of
all outstanding obligations, taxes and other accrued or
contingent liabilities.
The Plan further requires the officers of the Fund to
arrange for the distribution of the cash proceeds derived from
the sale of the Fund's net assets to the shareholders on a pro
rata basis. Such distribution shall be made to each shareholder
by check, or shareholders who so elect may exercise the exchange
privilege and exchange Shares of the Fund for shares of the other
Funds referenced above, prior to or at the time of the
liquidation. If adopted by shareholders at the Meeting, the
liquidation and distribution are expected to commence as soon as
practicable thereafter.
The officers of the Trust on behalf of the Fund are
authorized to perform such acts as are necessary, desirable or
convenient to carry out the details of the Plan, and to execute,
acknowledge and deliver any and all documents necessary to
liquidate the net assets of the Fund and to otherwise carry out
the Plan. The Board of Trustees may terminate the Plan and
abandon the liquidation, notwithstanding adoption by
shareholders, at any time prior to final distribution of cash to
shareholders if, in the judgment of the Board of Trustees, the
facts and circumstances make proceeding with the Plan
inadvisable.
If the Plan is not adopted, RMCI presently intends to
repropose a plan of liquidation. In any event, as discussed
above, a substantial doubt is raised as to whether the Fund can
continue as a viable and competitive mutual fund.
REQUIRED VOTE
Under the Trust's Amended and Restated Declaration of Trust,
approval of the Plan for the Fund will require the affirmative
vote of the holders of at least a majority of the outstanding
Shares of the Fund entitled to vote, as defined in the Investment
Company Act of 1940 ("1940 Act"). A majority of the outstanding
Shares of the Fund is defined in the 1940 Act as 67% or more of
the Shares of the Fund present at the Meeting, if the holders of
more than 50% of the outstanding voting securities of the Fund
are present or represented by proxy, or the vote of more than 50%
of the outstanding voting securities of the Fund, whichever is
less. If the Plan is not approved by the Fund's shareholders,
the Board of Trustees will consider other possible courses of
action.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE "NON-INTERESTED"
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE FOR
ADOPTION OF THE PLAN.
ADDITIONAL INFORMATION
GENERAL TAX CONSEQUENCES
The following is only a general summary of the Federal
income tax consequences of the Plan. SHAREHOLDERS SHOULD CONSULT
WITH THEIR OWN TAX ADVISORS FOR ADVICE REGARDING THE APPLICATION
OF CURRENT FEDERAL TAX LAW IN THEIR PARTICULAR SITUATIONS AND
WITH RESPECT TO STATE, LOCAL AND OTHER TAX CONSEQUENCES OF THE
PLAN.
The Fund is a non-diversified mutual fund that declares and
pays dividends consisting of net investment income quarterly.
Any net realized capital gains are declared and paid annually.
As a result of the liquidation, distributions may be made more
frequently. As a general rule, the liquidation distribution paid
to each shareholder will be treated for Federal income tax
purposes as payment in exchange for the shareholder's Shares.
Thus, a shareholder who is a United States resident or citizen
will be taxed only to the extent that the distribution exceeds
his or her basis in such Shares; if the amount received is less
than his or her basis, the shareholder will realize a loss. Such
gain or loss will be a capital gain or capital loss if the
shareholder's Shares are held as capital assets, but certain
exemptions may apply.
Under the Code, some shareholders may be subject to a 31%
withholding tax on their liquidating distributions ("backup
withholding"). Generally, shareholders subject to a backup
withholding will be those for whom a certified taxpayer
identification number is not on file with the Fund or who the
Internal Revenue Service has identified as having furnished an
incorrect number or as having failed to report interest or
dividend income on their tax returns.
Further information concerning the sources of the funds
distributed to shareholders will be forwarded with the
liquidating distribution.
APPRAISAL RIGHTS
There are no appraisal rights under Delaware law for
shareholders upon dissolution of the Fund. Any shareholder of
the Fund may, however, redeem his or her shares at net asset
value prior to the date of the dissolution of the Fund or
exchange their shares of the Fund for shares of the other
remaining Funds in the Trust or for shares of the Funds
comprising the Reserve Fund.
MANNER OF VOTING PROXIES
In the event a quorum is not present at the Meeting or in
the event a quorum is present but sufficient votes to approve the
proposal are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies that they are
entitled to vote "FOR" any proposal in favor of an adjournment
and will vote those proxies required to be voted "AGAINST" any
proposal against the adjournment. Under the Trust's Declaration
of Trust, a quorum is constituted by the presence in person or by
proxy of the holders of one-third of the aggregate number of
shares of the Fund entitled to vote at the Meeting.
Broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled
to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will have
the same effect as abstentions in determining whether an issue
has received the requisite approval. Where the broker or nominee
has no discretion to vote the shares as to one or more proposals
before the Meeting, the non-voted shares will be excluded from
the pool of shares voted on such issues. Thus, abstentions and
non-votes will have the same effect as a negative vote on issues
requiring the affirmative vote of a specified portion of the
Fund's outstanding shares, but will not be considered votes cast
and thus will have no effect on matters requiring approval of a
specified percentage of votes cast.
The expense of the preparation, printing and mailing of the
enclosed form of proxy, this Notice and Proxy Statement and other
expenses relating to the Meeting will be borne by RMCI. To
obtain the necessary representation at the Meeting, supplementary
solicitations may be made by mail, telephone, or interview by
officers of the Trust and/or employees of RMCI.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of
June 30, 1996, with respect to each person or group known to be
the beneficial owner of more than 5% of any class of the Fund's
outstanding voting securities:
Amount and
Nature of Percent
Name and Address Beneficial of
Title of Class of Beneficial Owner Ownership Class
Shares of Bruce R. Bent* 9,560.122 8.3%
Beneficial 810 Seventh Avenue
Interest of the New York, NY 10019
Fund - Class A
Shares of Bruce R. Bent II** 21,727.341 18.8%
Beneficial 810 Seventh Avenue
Interest of the New York, NY 10019
Fund - Class A
Shares of Arthur T. Bent III 18,539.766 16.1%
Beneficial 810 Seventh Avenue
Interest of the New York, NY 10019
Fund - Class A
Shares of Reserve Management 7,463.460 6.4%
Beneficial Company, Inc.
Interest of the 810 Seventh Avenue
Fund - Class A New York, NY 10019
Shares of Anna T. Dolan Ahsen 10,334.891 8.9%
Beneficial and Akhter Ahsen
Interest of the 22 Edgecliff Terrace
Fund - Class A Yonkers, NY 10705
* Mr. Bent is an officer and Trustee of the Trust. Mr.
Bent is the father of Bruce Bent II and the father of
Arthur T. Bent III. Mr. Bent is the President of and a
controlling shareholder of Reserve Management Company,
Inc.
** Mr. Bent II is an officer of the Trust.
Other than the shareholdings presented in the table above,
none of the other Trustees and officers of the Trust own shares
of the Fund. Mr. Bruce R. Bent, President of the Fund, and his
immediate family members, as well as Reserve Management Company
Inc., expect to vote all of their shares in favor of the
Plan.
AUDITORS
The Fund's Auditors, Coopers & Lybrand L.L.P. are not
expected to be present at the Meeting.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund does not generally hold annual shareholders'
meetings. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for a subsequent
shareholders' meeting of the Fund (if any) should send their
written proposals to the Secretary of the Fund at the address set
forth on the cover of this Proxy Statement.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees does not intend to present any other
business at the Meeting, nor is it aware that any shareholder
intends to do so. If, however, any other matters are properly
brought before the Meeting, the persons named in the accompanying
proxy card will vote on any other matter properly brought before
the Meeting in accordance with their judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
RESERVE PRIVATE EQUITY SERIES
July 15, 1996
<PAGE>
EXHIBIT A
PLAN OF COMPLETE LIQUIDATION
THE RESERVE PRIVATE EQUITY SERIES (the "Trust"), a Delaware
Business Trust, on behalf of Reserve Mid-Cap Growth Fund (the
"Fund"), shall proceed to a complete liquidation according to the
procedures set forth in this Plan of Complete Liquidation (the
"Plan").
1. The Plan shall be approved by a majority of the Board
of Trustees and the Board of Trustees shall direct that the Plan
be submitted to shareholders of the Fund.
2. The Plan shall be submitted to the shareholders of the
Fund at a meeting called for the purpose of considering the
approval of the Plan. Approval requires the affirmative vote of a
majority of the outstanding shares of the Fund, as defined in the
Investment Company Act of 1940. Upon such approval, the Plan
shall be deemed to have been adopted.
3. Upon adoption of the Plan, the Fund will not engage in
any business activities, except for the purposes of winding up
its business and affairs, preserving the value of the Fund's
assets and distributing the Fund's assets to shareholders in
accordance with the provisions of the Plan, provided, however,
that the Fund may continue to carry on its activities as an
investment company, as described in its current prospectus, with
regard to existing shareholders and assets, until final
distribution to shareholders. The Fund shall cause the
liquidation of its assets to cash form as soon as practicable
consistent with the terms of the Plan, by sale or the holding to
maturity of its investments as the Trust's officers and the
Fund's investment adviser shall determine to be advisable, and
pay or provide for the payment of all outstanding obligations,
taxes and other accrued or contingent liabilities. The Fund
shall be deemed to have duly provided for payment by remitting to
the Fund's administrator funds for such purposes.
4. The Trust's officers shall arrange for the distribution
of the Fund's net assets to the shareholders of the Fund on a pro
rata basis. Such distribution shall be delivered to each
shareholder, or as may otherwise be directed by each of the
shareholders, as soon as practicable thereafter.
5. The officers of the Trust on behalf of the Fund shall
be, and hereby are, authorized by the approval of the Plan by the
Board of Trustees and shareholders, to perform such acts as are
necessary desirable or convenient to carry out the details of the
Plan, to execute, acknowledge and deliver any and all documents
necessary to distribute the net assets of the Fund and to carry
out the Plan as hereinbefore set forth.
6. The Board of Trustees may terminate the Plan and
abandon the liquidation of the Fund, notwithstanding adoption by
shareholders, at any time prior to the final distribution of cash
to shareholders if, in the judgment of the Board of Trustees, the
facts and circumstances make proceeding with the Plan
inadvisable.
<PAGE>
PROXY
RESERVE PRIVATE EQUITY SERIES
SPECIAL MEETING OF SHAREHOLDERS
July 31, 1996
The undersigned hereby appoints Marc C. Cozzolino and Pat
Colletti and each of them, his attorneys and proxies with full
power of substitution to vote and act with respect to all shares
of the Reserve Mid-Cap Growth Fund held by the undersigned at the
Special Meeting of Shareholders of the Fund to be held at 9:00
a.m., Eastern Time, on July 31, 1996, at the offices of the Fund,
810 Seventh Avenue, New York, NY 10019, and at any adjournment
thereof (the "Meeting"), and instructs them to vote as indicated
on the matters referred to in the Proxy Statement for the
Meeting, receipt of which is hereby acknowledged, with
discretionary power to vote upon such other business as may
properly come before the Meeting.
I. Adoption of Plan of Complete Liquidation:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION
IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO ADOPT THE
PLAN OF COMPLETE LIQUIDATION.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE
TRUST. THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR
ADOPTION OF THE PLAN OF COMPLETE LIQUIDATION.
Receipt of the Notice of Special Meeting and Proxy Statement
is hereby acknowledged.
Dated , 1996
Name of Shareholder(s) -- Please print or type
Signature(s) of Shareholder(s)
Signature(s) of Shareholder(s)
This proxy must be signed by the beneficial owner of Fund Shares.
If signing as attorney, executor, guardian or in some
representative capacity or as an officer of a corporation, please
add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
Reserve Private Equity Series
Mid-Cap Growth Fund
810 Seventh Avenue
New York, New York 10019
PROCEEDS INSTRUCTION CARD
In the event that the Plan of Complete Liquidation of the
Mid-Cap Growth Fund (the "Fund") is approved by the shareholders
("Shareholders") of the Fund and implemented by the Trustees of
the Trust as is described more fully in the accompanying Proxy
Statement, your pro rata share of the cash proceeds resulting
from the liquidation of the Fund (the "Proceeds"), will be
invested in shares of the Fund indicated by you below or will be
disbursed directly to you by check. Please indicate your
proceeds disbursement election by checking the appropriate box.
A copy of the Prospectus for each of these Funds is enclosed.
Please read each Prospectus carefully before making your
election.
1. Invest liquidation proceeds in shares of one of the
following:
A. RESERVE PRIVATE EQUITY SERIES
Reserve North American Growth Fund
Reserve Blue Chip Growth Fund
Reserve Emerging Growth Fund
Reserve Growth and Income Fund
Reserve Informed Investors Growth Fund
Reserve International Equity Fund
Reserve Large Cap Value
B. RESERVE U.S. TREASURY MONEY MARKET FUND
To implement an exchange or redemption prior to the
liquidation you may also call 1-800-637-1700.
PLEASE COMPLETE THIS PROCEEDS INSTRUCTION CARD AND RETURN IT
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
