<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WSIS SERIES TRUST
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WSIS SERIES TRUST
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(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 0-11.
- -------------------------------------------------------------------------------
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: $125.00
- -------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- -------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
WSIS SERIES TRUST
PROXY SOLICITED BY THE TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS -- JUNE 25, 1996
The undersigned hereby appoints Laura E. Luckyn-Malone, Catherine A. Mazza,
and Barbara Gottlieb, and each of them, proxies, with power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Meeting of Shareholders of WSIS Series Trust (the "Trust") on
Tuesday, June 25, 1996, at 10:00 a.m. New York Time, and at any adjournments
thereof, all of the shares of the Fund which the undersigned would be
entitled to vote if personally present.
<PAGE>
/X/ PLEASE MARK VOTE
AS IN THIS EXAMPLE
IF YOU COMPLETE AND SIGN THE PROXY, IT WILL BE
VOTED AS YOU INSTRUCT. IF YOU SIMPLY SIGN THE
PROXY, IT WILL BE VOTED FOR ELECTING TRUSTEES AS
WSIS SERIES TRUST SET FORTH IN THE PROXY STATEMENT. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING, AND, IF ANY NOMINEE FOR
TRUSTEE DECLINES OR BECOMES UNAVAILABLE FOR
ELECTION, TO VOTE FOR A SUBSTITUTE NOMINEE. THE
TRUSTEES RECOMMEND A VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES NAMED BELOW.
For With- For All
hold Except
1. To elect the following named
persons to serve as Trustees of / / / / / /
the Trust, each to hold office
in accordance with the Agreement
and Declaration of Trust and By-Laws:
PETER S. KNIGHT, DAVID N. DINKINS, MADELON DEVOE TALLEY,
JOHN I. HOWELL, AND E. WILLIAM SMETHURST, JR.
TO REFRAIN FROM VOTING FOR ANY INDIVIDUAL NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S
NAME ABOVE.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS CARD.
ALL JOINT OWNERS SHOULD SIGN. WHEN SIGNING AS EXECUTOR,
ADMINISTRATOR, ATTORNEY, TRUSTEE, OR GUARDIAN OR AS CUSTODIAN
FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME AND INDICATE THE SIGNER'S
OFFICE. IF A PARTNER, SIGN IN THE PARTNERSHIP NAME.
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
- ------------------------------------------- ------------------------------
Shareholder sign here Co-owner sign here
-2-
<PAGE>
WSIS SERIES TRUST
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
May 28, 1996
DEAR SHAREHOLDER:
You are cordially invited to attend the Meeting of Shareholders of WSIS
Series Trust to be held on Tuesday, June 25, 1996, at 10:00 a.m., New York time,
at the offices of the Trust at 787 Seventh Avenue, 4th Floor, New York, New
York. At the Meeting, shareholders will be asked to vote on the election of
Trustees of the Trust.
Although the Trustees would like very much to have each shareholder attend
the Meeting, they realize that this is not possible. Whether or not you plan to
be present at the Meeting, your vote is needed. PLEASE COMPLETE, SIGN, AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED
FOR THIS PURPOSE.
We look forward to seeing you at the Meeting or receiving your proxy so
your shares may be voted at the Meeting.
Sincerely yours,
Laura E. Luckyn-Malone
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
<PAGE>
WSIS SERIES TRUST
---------------------------
NOTICE OF MEETING OF SHAREHOLDERS
---------------------------
A Meeting of Shareholders of WSIS Series Trust (the "Trust") will be held
at 787 Seventh Avenue, 4th Floor, New York, New York, on Tuesday, June 25, 1996,
at 10:00 a.m., New York time, for the following purposes:
1. To elect Trustees of the Trust.
2. To consider and act upon such other matters as may properly come
before the Meeting.
Shareholders of record as of the close of business on May 16, 1996 are
entitled to notice of and to vote at the Meeting.
By order of the Trustees
Catherine A. Mazza
Clerk
May 28, 1996
<PAGE>
WSIS SERIES TRUST
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
---------------
PROXY STATEMENT
---------------
The enclosed proxy is solicited by the Trustees of WSIS Series Trust (the
"Trust") for use at the Meeting of Shareholders of the Trust to be held on June
25, 1996, and at any adjournment thereof. Shareholders of record at the close
of business on May 16, 1996 (the "Record Date") are entitled to vote at the
Meeting or any adjourned session. These proxy materials are first being made
available to shareholders on or about May 28, 1996.
Shares represented by duly executed proxies will be voted in accordance
with the specification made. If no specification is made, shares will be voted
in accordance with the recommendation of the Trustees. You may revoke a proxy
at any time before it is exercised, by sending or delivering a written
revocation to the Clerk of the Trust (which will be effective when it is
received by the Clerk), by properly executing a later-dated proxy, or by
attending the Meeting, requesting return of your proxy, and voting in person.
COPIES OF THE ANNUAL REPORT OF THE TRUST FOR THE FISCAL YEAR ENDED OCTOBER
31, 1995 MAY BE OBTAINED WITHOUT CHARGE BY CALLING THE TRUST AT 1-800-464-3108
OR WRITING TO THE TRUST AT 787 SEVENTH AVENUE, NEW YORK, NEW YORK 10019.
-1-
<PAGE>
I. ELECTION OF TRUSTEES
The Trustees of the Trust have fixed the number of Trustees at five and are
proposing that shareholders elect the HON. DAVID N. DINKINS, MESSRS. PETER S.
KNIGHT, JOHN I. HOWELL, and E. WILLIAM SMETHURST, JR., and MS. MADELON DEVOE
TALLEY to serve as Trustees of the Trust. Messrs. Dinkins, Knight, and
Smethurst currently serve as Trustees of the Trust. Information as to each of
the nominees is provided below. Mr. Michael R. Steed, who had served as a
Trustee of the Trust since its organization, resigned his position as Trustee as
of May 15, 1996.
None of the nominees for election as Trustee is an "interested person" of
the Trust or of Schroder Wertheim Investment Services, Inc., the Trust's
investment adviser ("SWIS"), or Schroder Fund Advisors Inc., the Trust's
principal underwriter, other than Mr. Smethurst, who is such an interested
person by virtue of his positions with SWIS and its affiliates. Mr. Steed was
not an interested person of the Trust or of SWIS or Schroder Fund Advisors Inc.
The following table presents information about each of the nominees for
election as Trustee of the Trust, and about each of the executive officers of
the Trust. Each of the nominees for Trustee has agreed to serve if elected.
However, if any of them declines or becomes unavailable for election, the proxy
confers discretionary power on the persons named therein to vote in favor of
substitute nominees. Each of the persons named as an officer has been elected
to the indicated office by the Trustees and serves at the pleasure of the
Trustees. Each such officer's principal occupation is as an employee or officer
of SWIS or its affiliates. Each officer's principal occupation for the past
five years is listed; similar prior positions within the same company are
omitted.
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<PAGE>
TRUSTEES AND OFFICERS
Name, Position with Trust;
Principal Occupation; Trustee or
Business During the Past Age Officer since
Five Years
- --------------------------- --- -------------
TRUSTEES
David N. Dinkins 68 1994
Trustee of the Trust. Professor, Columbia
University School of International and
Public Affairs; Director, American Stock
Exchange; Amrep Corporation; Carver Federal
Savings Bank; New World Communications
Group, Incorporated; Transderm Laboratory
Corporation. Formerly, Mayor, City of New
York.
John I. Howell 79 --
Trustee, Schroder Capital Funds and
Schroder Capital Funds (Delaware);
Director, Schroder Asian Growth Fund, Inc.;
American International Life Assurance
Company of New York; private consultant
since 1987.
Peter S. Knight 45 1993
Trustee of the Trust. Campaign Manager,
Clinton/Gore '96; Partner (on leave),
Wunder, Diefenderfer, Cannon & Thelen (law
firm).
-3-
<PAGE>
Name, Position with Trust;
Principal Occupation; Trustee or
Business During the Past Age Officer since
Five Years
- --------------------------- --- -------------
E. William Smethurst, Jr.* 66 1995
Chairman and Trustee of the Trust.
President, Chief Investment Officer, and
Director of Schroder Wertheim Investment
Services, Inc.; Vice President and
Director, Schroder Fund Advisors Inc.
Previously served as Managing Director,
Investment Services Department, Schroder
Wertheim & Co. Incorporated (the Trust's
principal underwriter until July 5, 1995).
Madelon DeVoe Talley 64 --
Vice Chairman, W.P. Carey & Co. (asset
manager); Board Member and Trustee, Smith
Barney Equity Funds, Income Funds, and Trak
Fund (mutual funds); Director, Global Asset
Management Funds, Inc. (mutual fund);
Alliance Capital Management L.P.
(investment adviser); Biocraft
Laboratories (generic drugs); Schroder
Asian Growth Fund, Inc.; Laidlaw Covenant
Fund (mutual fund); marketing consultant,
Three Cities Research (venture capital);
Commissioner, The Port Authority of New
York and New Jersey.
-4-
<PAGE>
Name, Position with Trust;
Principal Occupation; Trustee or
Business During the Past Age Officer since
Five Years
- --------------------------- --- -------------
OFFICERS
Laura E. Luckyn-Malone 43 1995
President of the Trust. Managing Director
and Senior Vice President, Schroder Capital
Management International, Inc.; Director,
Schroder Wertheim Investment Services,
Inc.; Director and President, Schroder Fund
Advisors Inc.; President and Director,
Schroder Asian Growth Fund, Inc.; President
and Trustee, Schroder Capital Funds and
Schroder Capital Funds (Delaware).
Robert Jackowitz 29 1995
Treasurer of the Trust. Vice President,
Schroder Capital Management International,
Inc.; Vice President and Treasurer,
Schroder Wertheim Investment Services,
Inc.; Treasurer, Schroder Fund Advisors
Inc.; Schroder Asian Growth Fund, Inc.;
Schroder Capital Funds and Schroder Capital
Funds (Delaware).
-5-
<PAGE>
Name, Position with Trust;
Principal Occupation; Trustee or
Business During the Past Age Officer since
Five Years
- --------------------------- --- -------------
Catherine A. Mazza 36 1995
Vice President and Clerk of the Trust.
First Vice President, Schroder Capital
Management International, Inc.; Senior Vice
President, Schroder Fund Advisors Inc.;
Vice President, Schroder Capital Funds and
Schroder Capital Funds (Delaware).
Previously served as Vice President,
Alliance Capital Management L.P.
Mark J. Smith 34 1995
Vice President of the Trust. Director,
Schroder Capital Management International
Ltd.; Director and First Vice President,
Schroder Capital Management, Inc. and
Schroder Capital Management Ltd.; Director,
Schroder Investment Management Ltd.;
Director, Schroder Fund Advisors, Inc.;
Trustee, Schroder Capital Funds and
Schroder Capital Funds (Delaware);
Director, Schroder Japanese Warrant Fund
Ltd.
Jane P. Lucas 34 1995
Vice President of the Trust. Director and
Senior Vice President, Schroder Capital
Management International, Inc.; Director,
Schroder Wertheim Investment Services,
Inc.; Assistant Director, Schroder
Investment Management Ltd.
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<PAGE>
Name, Position with Trust;
Principal Occupation; Trustee or
Business During the Past Age Officer since
Five Years
- --------------------------- --- -------------
David Gibson 35 1995
Vice President of the Trust. Director,
Schroder Wertheim Investment Services, Inc.
and Schroder Investment Management Ltd.;
Director and Senior Vice President,
Schroder Capital Management International,
Inc.
- ------------------
* Mr. Smethurst is an "interested person", as defined in the Investment
Company Act of 1940, as amended, of the Trust, SWIS, and Schroder Fund
Advisors Inc. by virtue of his positions with SWIS and its affiliates. Mr.
Smethurst served previously as a Trustee of the Trust from its organization
in 1993 until his resignation in July, 1994.
The business address of each Trustee and officer of the Trust and of each
nominee is 787 Seventh Avenue, New York, New York 10019. The Trust pays no
compensation to its officers.
The term of office of each person elected as a Trustee will be until he or
she retires, resigns, is removed, or dies or until the next meeting held for the
purpose of electing Trustees and until his or her successor is elected and
qualified. The Trust's Agreement and Declaration of Trust does not provide for
the annual election of Trustees. However, in accordance with the Investment
Company Act of 1940, as amended (the "1940 Act") (i) the Trust will hold a
shareholders' meeting for the election of Trustees at such time as less than a
majority of the Trustees holding office has been elected by shareholders and
(ii) if, as a result of a vacancy among the Trustees, fewer than two-thirds of
the Trustees holding office have been elected by the shareholders, that vacancy
may only be filled by a vote of the shareholders. In addition, Trustees may be
removed from office by vote of the holders of two-thirds of the outstanding
shares of the Trust.
The table below shows the shares of the Trust held as of April 30, 1996 by
-7-
<PAGE>
(i) each nominee and current Trustee of the Trust and the President of the Trust
and (ii) all Trustees and officers of the Trust as a group. Unless otherwise
noted, each of the shareholders named below has to the knowledge of the Trust
sole investment power and sole voting power with respect to the shares of the
Trust beneficially owned.
Ownership of
Shares of the Percent
Trustees and Nominees Trust as of 4/30/96 of Shares
- --------------------- ------------------- ---------
David N. Dinkins . . . . . . . . . 2,173(1) *
Peter S. Knight. . . . . . . . . . 13,028(2) *
E. William Smethurst, Jr.. . . . . 71,953(3) *
Madelon DeVoe Talley . . . . . . . -- --
John I. Howell . . . . . . . . . . -- --
Laura E. Luckyn-Malone . . . . . . -- --
All Trustees and officers
as a group (9 persons) . . . . . 87,154(4) *
- ---------------
* Less than 1%
(1) Includes 909 shares of the Equity Value Fund, 962 shares of the Investment
Grade Income Fund, and 302 shares of the Short-Term Investment Fund.
(2) Includes 7,275 shares of the Equity Value Fund, 1,755 shares of the Small
Capitalization Value Fund, 2,427 shares of the High Yield Income Fund, and
1,571 shares of the Short-Term Investment Fund.
(3) Includes 24,644 shares of the Small Capitalization Value Fund, and 47,309
shares of the Short-Term Investment Fund.
(4) Includes 8,184 shares of the Equity Value Fund, 26,799 shares of the Small
Capitalization Value Fund, 962 shares of the Investment Grade Income Fund,
2,427 shares of the High Yield Income Fund, and 49,182 shares of the Short-
Term Investment Fund.
In the fiscal year of the Trust ended October 31, 1995, the Trustees of the
Trust met four times. Each of the Trustees attended all of the meetings. Each
Trustee who is not an officer or employee of SWIS or its affiliates receives an
annual fee of $5,000 from the Trust, and an additional fee of $1,500 for each
Trustees' meeting attended. The Trust pays no compensation to its officers or to
Trustees who are affiliated with SWIS. There are no audit or nominating
committees of the Trustees.
-8-
<PAGE>
The following table sets forth the compensation received by the Trustees during
fiscal 1995:
COMPENSATION TABLE
for the year ended October 31, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name of Person, Aggregate Compensation
Position from Trust
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
David N. Dinkins, 11,000
Trustee
Peter S. Knight, 11,000
Trustee
E. William Smethurst, Jr., --
Trustee
Michael R. Steed, 11,000
Trustee
The Agreement and Declaration of Trust of the Trust provides that the Trust
will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their offices with the Trust, except if it is determined in the manner specified
in the Agreement and Declaration of Trust that they have not acted in good faith
in the reasonable belief that their actions were in the best interest of the
Trust or that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of his or her duties. The Trust,
at its expense, provides liability insurance for the benefit of its Trustees and
officers.
The following persons are known to the Fund to have owned beneficially
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended), as of April 30, 1996, 5% or more of the outstanding shares of the
following Funds:
-9-
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Percentage of Percentage of
Shareholder Ownership Fund Shares Trust Shares
- ----------- -------------------- ------------- -------------
<S> <C> <C> <C>
EQUITY VALUE FUND
Schroder Wertheim & Co. 2,240,213.402 59.62% 14.34%
Incorporated Profit-Sharing,
Savings Incentive, and Pension Plans(1)
787 Seventh Avenue
New York, NY 10019
Lewco Securities Corp. Profit 295,528.164 7.86% 1.89%
Sharing and Thrift Plans(2)
c/o Lewco Securities Corp.
34 Exchange Place
Jersey City, NJ 07311
Northern Trust Bank of Texas, 351,901.922 9.36% 2.25%
Cust. for
Bernard & Andre Rapaport Foundation
Special W-S Account
Attn. Janet W. Hill
2701 Kirby Dr.
Houston, TX 77098-1218
-10-
<PAGE>
Amount and Nature of
Beneficial Percentage of Percentage of
Shareholder Ownership Fund Shares Trust Shares
- ----------- -------------------- ------------- -------------
<S> <C> <C> <C>
SMALL CAPITALIZATION VALUE FUND
Schroder Wertheim & Co. 1,216,468.329 30.69% 7.78%
Incorporated Profit-Sharing,
Savings Incentive, and Pension Plans(1)
Lewco Securities Corp. Profit 243,077.291 6.13% 1.55%
Sharing and Thrift Plans(2)
Northern Trust Bank of Texas, 481,184.747 12.14% 3.08%
Cust. for
Bernard & Andre Rapaport Foundation
Special W-S Account
Attn. Janet W. Hill
2701 Kirby Dr.
Houston, TX 77098-1218
INVESTMENT GRADE INCOME FUND
Schroder Wertheim & Co. 1,404,058.781 52.01% 8.98%
Incorporated Profit-Sharing,
Savings Incentive, and Pension Plans(1)
Lewco Securities Corp. Profit 196,873.788 7.06% 1.26%
Sharing and Thrift Plans(2)
-11-
<PAGE>
Amount and Nature of
Beneficial Percentage of Percentage of
Shareholder Ownership Fund Shares Trust Shares
- ----------- -------------------- ------------- -------------
<S> <C> <C> <C>
Profit Sharing Plan 188,026.089 6.72% 1.20%
Michael H. Seymour
Profit Sharing Plan
Attn. Linda Perkins
787 Seventh Avenue
New York, NY 10019-8018
HIGH YIELD INCOME FUND
Schroder Wertheim & Co. 727,751.716 37.01% 4.65%
Incorporated Profit-Sharing,
Savings Incentive, and Pension Plans(1)
Lewco Securities Corp. Profit 133,450.018 6.79% .85%
Sharing and Thrift Plans(2)
Stitzel Family Partnership 102,284.284 5.17% .65%
Mei Yung Stitzel Officer
102 Mountain View Avenue
San Rafael, CA 94901-1348
Mike Futerman 158,407.617 8.00% 1.01%
415 West Main Street
Rochester, NY 14608-1944
-12-
<PAGE>
Amount and Nature of
Beneficial Percentage of Percentage of
Shareholder Ownership Fund Shares Trust Shares
- ----------- -------------------- ------------- -------------
<S> <C> <C> <C>
SHORT-TERM INVESTMENT FUND
Schroder Wertheim & Co. 2,762,036.345 85.77% 17.68%
Incorporated Profit-Sharing,
Savings Incentive, and Pension Plans(1)
Lewco Securities Corp. Profit 158,455.196 4.92% 1.01%
Sharing and Thrift Plans(2)
</TABLE>
___________________
(1) Certain of the directors, officers, and employees of SWIS and Schroder
Wertheim & Co. Incorporated and their affiliates, and certain of the
officers of the Trust, are participants in one or more of the Plans. The
Trust has been advised by the Plans that the Plans' investment committee is
authorized to vote as to the election of Trustees at the Meeting without
soliciting instructions from Plan participants, and that each of the
persons entitled to direct the manner in which the Plans will vote in
respect of such election is a director, officer, or employee of Schroder
Wertheim & Co. Incorporated, an affiliate of SWIS and Schroder Fund
Advisors Inc.
(2) Schroder Wertheim & Co. Incorporated owns 79.82% of the outstanding voting
securities of Lewco Securities Corp. The Trust has been advised by the
Plans that the administrators of the Plans are authorized to vote as to the
election of Trustees at the Meeting without soliciting instructions from
Plan participants, and that each of the persons entitled to direct the
manner in which the Plans will vote in respect of such election is a
director, officer, or employee of Lewco Securities Corp. or its affiliates.
As of the Record Date, there were outstanding 15,618,070 shares of the
Trust, including 3,757,118 shares of the Equity Value Fund, 3,963,271 shares of
the Small Capitalization Value Fund, 2,749,355 shares of the Investment Grade
Income Fund, 1,924,493 shares of the High Yield Income Fund, and 3,223,833
shares of the Short-Term Investment Fund.
The address of SWIS and of Schroder Fund Advisors Inc., the Fund's
principal underwriter, is 787 Seventh Avenue, New York, New York 10019.
THE TRUSTEES UNANIMOUSLY RECOMMEND ELECTION OF EACH NOMINEE FOR TRUSTEE
LISTED ABOVE.
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<PAGE>
REQUIRED VOTE. The candidates receiving the affirmative vote of a
plurality of the votes cast at the Meeting, if a quorum is present, shall be
elected. Shares of all Funds shall vote together as a single class in respect
of the election of Trustees.
II. MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is the Trustees' intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named in the enclosed form of proxy.
PRINCIPAL UNDERWRITER. Schroder Fund Advisors Inc. is the principal
underwriter of the Trust's shares.
SOLICITATION OF PROXIES. In addition to the solicitation of proxies by
mail, Trustees of the Trust and employees of SWIS or its affiliates may solicit
proxies in person or by telephone. The cost of the solicitation, other than by
those employees, will be borne by the Trust.
ADJOURNMENT. In the event that sufficient votes in favor of the election
of each nominee for Trustee are not received by the time scheduled for the
Meeting, the persons named as proxies may propose one or more adjournments of
the Meeting for a reasonable time after the date set for the original Meeting to
permit further solicitation of proxies with respect to the election of such
nominee. In addition, if, in the judgment of the persons named as proxies,
subsequent developments make it advisable to defer action on the election of one
or more nominees, the persons named as proxies may propose one or more
adjournments of the Meeting for a reasonable time in order to defer action on
such election as they deem advisable. Any such adjournments will require the
affirmative vote of a majority of the votes cast on the question in person or by
proxy at the session of the Meeting to be adjourned, as required by the Trust's
Agreement and Declaration of Trust and Bylaws. The persons named as proxies
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the election of any nominee in respect of whom such adjournment
is proposed. They will vote against any such adjournment all other proxies,
except that they will vote to abstain any such other proxies which they are
required to abstain from voting
-14-
<PAGE>
on any such nominee. The costs of any such additional solicitation and of any
adjourned session will be borne by the Trust.
TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting will
be counted by persons appointed by the Trust to act as tellers for the Meeting.
The tellers will count the total number of votes cast "for" the election of any
nominee for purposes of determining whether sufficient affirmative votes have
been cast. The tellers will count shares represented by proxies that withhold
authority to vote or that reflect abstentions or "broker non-votes" (I.E.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. With respect to the election
of Trustees, neither abstentions nor broker non-votes will have any effect on
the outcome of the proposal.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders, and the Trust does not currently intend to
hold such a meeting in 1996. Shareholder proposals for inclusion in the Trust's
proxy statement for any subsequent meeting must be received by the Trust a
reasonable period of time prior to any such meeting.
-15-
