BT GLOBAL EMERGING MARKETS EQUITY FUND
(A SERIES OF BT INVESTMENT FUNDS)
ONE SOUTH STREET
BALTIMORE, MD 21202
NOTICE OF MEETING OF SHAREHOLDERS
SCHEDULED FOR SEPTEMBER 21, 1999
THIS IS THE FORMAL AGENDA FOR A MEETING OF SHAREHOLDERS OF YOUR MUTUAL FUND. IT
TELLS YOU WHAT MATTERS WILL BE VOTED ON AND, IN CASE YOU WANT TO ATTEND THIS
MEETING IN PERSON, THE TIME AND PLACE OF THE MEETING.
To the shareholders of BT Global Emerging Markets Equity Fund ("BT Fund"):
A meeting of BT Fund shareholders will be held at One South Street, Baltimore,
MD 21202 on Tuesday, September 21, 1999 at 10:00 a.m., Eastern time, to consider
the following:
1. A proposal to approve an Agreement and Plan of Reorganization between
BT Fund and Morgan Grenfell Emerging Markets Equity Fund ("MG Fund").
Under this Agreement BT Fund would transfer all of its assets to MG
Fund in exchange for Institutional shares of MG Fund. These shares
would be distributed proportionately to you and the other shareholders
of BT Fund. MG Fund would also assume BT Fund's liabilities. YOUR BOARD
OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
2. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on July 22, 1999 are entitled
to vote at the meeting and any related follow-up meetings.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY CARD. IF SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN SUFFICIENT
NUMBERS, BANKERS TRUST COMPANY WILL INCUR ADDITIONAL COSTS TO SOLICIT PROXIES.
By Order of the Board of Trustees,
Daniel O. Hirsch
Secretary
August 22, 1999
<PAGE>
PROXY STATEMENT OF
BT GLOBAL EMERGING MARKETS EQUITY FUND
(A SERIES OF BT INVESTMENT FUNDS)
PROSPECTUS FOR
INSTITUTIONAL SHARES OF
MORGAN GRENFELL EMERGING MARKETS EQUITY FUND
(A SERIES OF MORGAN GRENFELL INVESTMENT TRUST)
This proxy statement and prospectus contains the information you should know
before voting on the proposed reorganization of BT Global Emerging Markets
Equity Fund, One South Street, Baltimore, MD 21202 ("BT Fund") into Morgan
Grenfell Emerging Markets Equity Fund, 885 Third Avenue, New York, NY 10022 ("MG
Fund"). Please read it carefully and retain it for future reference.
Both MG Fund and BT Fund are open end mutual funds investing in equity
securities of companies located in emerging market countries. MG Fund's
investment objective is capital appreciation and BT Fund's investment objective
is long-term capital growth.
HOW THE REORGANIZATION WILL WORK
[ ] BT Fund will transfer all of its assets to MG Fund. MG Fund will assume
BT Fund's liabilities.
[ ] MG Fund will issue Institutional shares to BT Fund in an amount equal
to the value of the assets it receives, less the liabilities it
assumes, in the reorganization. These Institutional shares will be
distributed to BT Fund's shareholders in proportion to their holdings
in BT Fund on the reorganization date.
[ ] The reorganization will be tax-free for federal income tax purposes.
[ ] BT Fund will be liquidated and terminated and you will be a shareholder
of MG Fund.
AN INVESTMENT IN MG FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED SHARES OF
MG FUND OR DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
STATEMENT TO THE CONTRARY IS A CRIME.
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WHERE TO GET MORE INFORMATION
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<S> <C> <C> <C> <C>
Prospectus of MG Fund dated 3/1/99. In the same envelope as this proxy statement and prospectus.
Incorporated by reference into this proxy statement and
prospectus.
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MG Fund's annual and semi-annual reports to shareholders.
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Prospectus of BT Fund dated 1/31/99. On file with the Securities and Exchange Commission
("SEC") and available at no charge by calling
1-800-368-4031 or writing to us at the address shown
below. Incorporated by reference into this proxy
statement and prospectus.
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BT Fund's annual and semi-annual reports to shareholders.
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A statement of additional information dated 8/16/99. It
contains additional information about both MG Fund and BT
Fund.
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To ask questions about this proxy statement and Call our toll-free telephone number: 1-800-225-5291 or
prospectus. write to us at BT Service Center, P.O. Box 419210,
Kansas City, MO 64141-6210.
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The date of this proxy statement and prospectus is August 22, 1999.
<PAGE>
TABLE OF CONTENTS
Page
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INTRODUCTION 1
SUMMARY 1
THE REORGANIZATION 6
CAPITALIZATION 10
COMPARISON OF BUSINESS TRUSTS UNDER
DELAWARE AND MASSACHUSETTS LAW 11
ADDITIONAL INFORMATION ABOUT
THE FUNDS' BUSINESSES 12
BOARDS' EVALUATION AND RECOMMENDATION 13
VOTING RIGHTS AND REQUIRED VOTE 13
INFORMATION CONCERNING THE MEETING 14
OWNERSHIP OF SHARES OF THE FUNDS 15
EXPERTS 16
AVAILABLE INFORMATION 16
EXHIBITS
A. Agreement and Plan of Reorganization between Morgan Grenfell Emerging
Markets Equity Fund and BT Global Emerging Markets Equity Fund (attached to
this proxy statement and prospectus)
B. Annual report to shareholders dated October 31, 1998 and semiannual
report to shareholders dated April 30, 1999 of Morgan Grenfell Emerging
Markets Equity Fund
C. Prospectus dated March 1, 1999 of Morgan Grenfell Emerging Markets Equity
Fund
<PAGE>
INTRODUCTION
This proxy statement and prospectus is being used by the board of trustees of BT
Fund to solicit proxies to be voted at a special meeting of shareholders of BT
Fund. This meeting will be held at One South Street, Baltimore, MD 21202 on
Tuesday, September 21, 1999 at 10:00 a.m., Eastern time. The purpose of the
meeting is to consider a proposal to approve an Agreement and Plan of
Reorganization providing for the reorganization of BT Fund into MG Fund. This
proxy statement and prospectus is being mailed to BT Fund's shareholders on or
about August 22, 1999.
WHO IS ELIGIBLE TO VOTE?
BT Fund shareholders of record on July 22, 1999 are entitled to attend and vote
at the meeting or any adjourned meeting. Each share of BT Fund outstanding on
July 22, 1999 is entitled to one vote. Shares represented by properly executed
proxies, unless revoked before or at the meeting, will be voted according to
shareholders' instructions. If you sign a proxy card, but do not fill in a vote,
your shares will be voted to approve the Agreement and Plan of Reorganization.
If any other business comes before the meeting, your shares will be voted at the
discretion of the persons named as proxies.
SUMMARY
The following is a summary. More complete information appears later in this
proxy statement. You should read the entire proxy statement and the enclosed
exhibits carefully because they contain details that are not in the summary. The
materials in the exhibits and the statement of additional information dated
August 22, 1999 for MG Fund and BT Fund are hereby incorporated by reference
into this proxy statement and prospectus.
COMPARISON OF MG FUND TO BT FUND
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MG Fund BT Fund
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GENERAL A diversified series of Morgan Grenfell A diversified series of BT Investment
Investment Trust ("MG Trust"). MG Trust Funds ("BT Trust"). BT Trust is an
is an open-end management investment open-end management investment company
company organized as a Delaware business organized as a Massachusetts business
trust. trust.
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INVESTMENT MG Fund invests directly in securities, BT Fund is a feeder fund in a master-feeder
STRUCTURE as described below. structure, which means that it invests all of its
assets in Global Emerging Markets Equity Portfolio
("BT Portfolio"), a series of BT Investment
Portfolios. BT Portfolio has the same investment
objective as BT Fund. All references to the BT
Fund in this proxy statement include BT Portfolio
where appropriate.
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NET ASSETS AS OF JULY 22, $157,082,683.900 $3,828,758.800
1999
- ---------------------------- ------------------------------------------- -------------------------------------------
INVESTMENT Morgan Grenfell Investment Services Ltd. Bankers Trust Company ("BT") is the
ADVISERS ("MGIS") is MG Fund's investment investment adviser of the BT Portfolio in
adviser. It is a subsidiary of Morgan which the BT Fund invests.
Grenfell Asset Management, Ltd.
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CONTROL OF INVESTMENT MGIS and BT are indirect wholly owned subsidiaries of Deutsche Bank AG, an
ADVISERS AND SUBADVISERS international commercial and investment banking group.
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PORTFOLIO MANAGERS A portfolio management committee made up Neil Jenkins, director of Morgan Grenfell
of professionals and analysts makes all Investment Services Limited, and Julie
of MG Fund's investment decisions. Wang, principal of Bankers Trust are the
portfolio managers for BT Fund.
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1
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MG Fund BT Fund
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INVESTMENT OBJECTIVES AND POLICIES
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INVESTMENT Capital appreciation. Long-term capital growth.
OBJECTIVES
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PRINCIPAL MG Fund invests at least 65% of its total BT Fund invests at least 65% of its total
INVESTMENTS assets in the equity securities of assets in stocks and other securities
growth-oriented companies located in with equity characteristics of companies
emerging markets. in the world's emerging markets.
An emerging market is defined as a An emerging market is defined as one that
smaller, less experienced securities has experienced comparatively little
market typically located in Latin industrialization.
America, Europe, the Middle East, Africa
and Asia.
MG Fund may invest more than 25% of BT Fund normally does not invest more
its assets in securities of companies than 25% of its assets in securities of
located in each of Mexico and Brazil. companies located in any single country.
MG Fund may invest up to 35% of its BT Fund may invest up to 35% of its
total assets in cash, short-term assets in emerging market bonds and other
securities and equity securities traded debt securities.
in developed markets (including the U.S.)
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EQUITY SECURITIES Each fund may invest in equity and equity related securities, including common stock,
preferred stock, rights and warrants, convertible securities and sponsored or
unsponsored ADRs, EDRs, GDRs and IDRs.
- ---------------------------- ------------------------------------------- -------------------------------------------
PRINCIPAL STRATEGIES MG Fund's portfolio management team BT Fund invests for the long term and employs a
generally uses a "bottom-up" approach to strategy of growth at a reasonable price. The
picking stocks. This approach focuses on portfolio manager seeks to identify companies in
individual stock selection rather than emerging markets that combine strong potential for
country selection. MG Fund focuses on earnings growth with reasonable investment value.
undervalued stocks of companies with These companies typically exhibit increasing rates
fast-growing earnings and superior of profitability and cash flow, yet their share
near-to-intermediate term performance prices compare favorably to those of other stocks
potential. in a given market and of their global peers.
- ---------------------------- ------------------------------------------- -------------------------------------------
The team uses an active process which In evaluating stocks, BT Fund's
emphasizes fundamental company research portfolio manager considers factors such
through financial analysis and company as sales, earnings, cash flow and
visits. The team also uses a enterprise value. Enterprise value is a
risk-controlled asset allocation process company's market capitalization plus the
and attempts to add value at the value of its net debt as well as other
regional level. quantitative factors. These indicators
of growth and value may identify
companies with improving growth
prospects before the market in general
has taken notice.
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OTHER INVESTMENTS Each fund may invest in debt securities, bond and other debt instruments, including
DEBT SECURITIES sovereign and supranational debt obligations.
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2
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MG Fund BT Fund
- ---------------------------- ---------------------------------------------------------------------------------------
Minimum credit MG Fund's investments in debt securities BT Fund will invest only in debt
quality are not subject to any minimum credit securities that have earned a rating of C
rating requirements. Thus, MG Fund can or better from S&P or Moody's or, if
invest up to 35% of its assets in unrated, determined to be of comparable
securities rated below the top four quality. The fund will not invest more
long-term rating categories of a rating than 5% of its assets in bonds or other
organization or determined by MGIS to be debt securities rated BBB or lower by S&P
of comparable quality. These below or Baa or lower by Moody's.
investment grade securities are commonly
known as "junk bonds."
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Brady bonds Each fund may invest in Brady Bonds that have been issued by Argentina, Brazil, Costa
Rica, Mexico, Nigeria, the Philippines, Uruguay and Venezuela.
------------------------------------------- -------------------------------------------
MG Fund may also invest in Brady Bonds
issued by the governments of Bulgaria,
the Dominican Republic, Ecuador, Jordan,
Panama and Poland.
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Illiquid securities Each fund may invest up to 15% of its net
assets in illiquid securities.
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Investment Each fund may invest in other investment
companies companies to the extent permitted by the
Investment Company Act of 1940.
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Derivatives Each fund may:
[ ] Purchase and sell (write) put and call options on securities, securities
indices and currencies. These options may be traded on exchanges or over-the-counter.
[ ] Enter into futures contracts on securities, securities indices and
currencies, and may purchase and write put and call options on these futures contracts.
[ ] Enter into forward contracts on currencies.
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Derivatives MG Fund may also: BT Fund may purchase options on any type
[ ] Purchase and write yield curve of security that it may invest in, but
options. may write securities options only if they
[ ] Enter into currency swaps and are based on stocks.
interest rate swaps, caps and floors.
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MG Fund may engage in any of the above BT Fund may purchase and write securities
derivatives transactions for both hedging and index options for both hedging
and non-hedging purposes. purposes and non-hedging purposes, but
may enter into other options, futures and
forward contracts only for hedging
purposes.
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TEMPORARY DEFENSIVE Each fund may depart from its principal investment strategies in order to take a
POSITIONS temporary defensive position by investing up to 100% of its assets in U.S. or foreign
government money market instruments or other short term debt securities.
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PRINCIPAL INVESTMENT RISKS
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GENERAL You could lose money on your investment in either
fund. There is no guarantee that either fund will
achieve its investment objective.
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MANAGEMENT RISK The value of each fund's shares depends in
part on the ability of its adviser to assess
economic conditions and investment opportunities.
If the adviser's judgment about the attractiveness
of various investments proves to be incorrect, a
fund may underperform its stated benchmark or
competing investments.
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STOCK MARKET RISK As with any equity growth fund, the
value of your investment in either fund will
fluctuate in response to stock market movements. An
adverse event, such as an unfavorable earnings
report, may depress the value of a particular
company's stock.
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3
<PAGE>
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MG Fund BT Fund
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FOREIGN COUNTRY RISKS Foreign investing involves higher risks
than investing in U.S. markets because
the value of each fund's investments
depends in part upon currency exchange
rates, political and regulatory
environments and overall economic factors
in the countries in which the fund
invests. In addition:
[ ] Foreign governments could
expropriate or nationalize assets, impose
withholding or other taxes on dividend or
interest payments or capital gains and
prohibit transactions in the country's
currency.
[ ] Foreign companies may not be
subject to the same accounting, auditing
and financial reporting standards and
requirements as U.S. companies.
[ ] Foreign brokerage commissions
and custodian fees are generally higher
than those in the United States.
[ ] Foreign countries' securities
markets may be less liquid, more volatile
and subject to less government regulation
than U.S. securities markets.
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CURRENCY RISK Each fund invests in foreign securities denominated in foreign currencies. A decline
in the value of foreign currencies relative to the U.S. dollar will reduce the value
of a fund's securities denominated in those currencies.
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Emerging Emerging markets generally have less
market risks mature economic structures and less
stable political systems than more
developed markets. Emerging markets may
have high inflation and rapidly changing
interest and currency exchange rates.
Regulators in emerging market countries
are more likely than those in developed
countries to impose capital controls.
Securities markets in these countries
tend to be more volatile and less liquid
than in developed countries.
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Country Since MG Fund may invest more than 25% of BT Fund does not concentrate its
concentration risk its investments in Brazil and Mexico, it investments in any one country.
could be particularly susceptible to
adverse political and economic
developments in those countries.
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Risks associated with The value of bonds and other fixed income securities held by a fund will normally
fixed income securities decline when interest rates rise. The longer a fixed income security's duration and
the lower its credit quality, the more its value typically falls. Duration measures
in years the sensitivity of the security to interest rate risk. A higher duration
means the security is more sensitive to interest rate risk. The value of a fixed
income security will also go down in value if the issuer defaults on its principal
and interest payment obligations or has its credit rating downgraded.
- ---------------------------- ---------------------------------------------------------------------------------------
Below investment grade Investments in below investment grade securities are subject to a greater risk of
securities issuer default than higher rated securities. These securities are riskier because
they are issued by companies and government entities that are not as financially
secure as issuers of higher rated securities and are more sensitive to increases in
interest rates, economic downturns and adverse market conditions.
- ---------------------------- ---------------------------------------------------------------------------------------
Derivatives risks Derivatives used for hedging may not fully offset the underlying positions.
Derivatives transactions may not have the intended effects and may result in losses
or missed opportunities. Derivatives that involve leverage may magnify losses from
adverse market developments. In addition, there is the risk that a counterparty will
fail to honor a contract's terms, which would deprive a fund of the hedging and other
benefits of the contract. Some derivatives, especially those not traded on an
exchange, may become illiquid and difficult to value accurately.
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4
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MG Fund BT Fund
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Year 2000 risk Many computer systems today cannot distinguish the year 2000 from the year 1900
because of the way dates are encoded and calculated. Each fund's investment adviser
is taking steps designed to address the year 2000 problem and to obtain reasonable
assurances that comparable steps are being taken by the fund's other major service
providers. Although there can be no assurance that these systems will be properly
adapted in time for the year 2000, the advisers expect that they will be. If an
issuer of securities in either fund's portfolio is unable to resolve its year 2000
problems at a reasonable cost, these securities may go down in value. If the adviser
or its service providers do not succeed, it could materially affect shareholder
services.
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BUYING, EXCHANGING AND REDEEMING SHARES
- ---------------------------- ---------------------------------------------------------------------------------------
Net asset value Each fund calculates its net asset value per share (NAV) at the close of regular
trading on the New York Stock Exchange (NYSE) (normally 4:00 p.m. Eastern time) on
each business day. Each fund's portfolio securities are valued either based on
market quotations or if market quotations are unavailable, at fair value, which
involves estimating a security's value based on information other than market
quotations.
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Classes of shares MG Fund offers two classes of shares: BT Fund has only one class of shares,
Institutional shares and Service shares. which is offered without a sales charge.
Both Institutional and Service shares are
offered to the public without a sales
charge. Only Institutional shares are
being offered to BT Fund shareholders in
this proxy statement and prospectus.
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Rule 12b-1 and service fees Institutional shares are not subject to BT Fund shares are not subject to any
any Rule 12b-1 or service fee. Rule 12b-1 or service fee.
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Buying and selling shares Institutional shares: Institutions and Investors may purchase or redeem shares
other investors may purchase and redeem either from authorized brokers or
shares through brokers or by dealing directly from BT Fund.
directly with MG Fund.
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Minimum investment amounts Institutional shares: $250,000 Initial: $2,500
Subsequent: $250
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Exchanging shares Institutional shares may be exchanged for BT Fund shares may be exchanged for
institutional shares of any other Morgan shares of another BT mutual fund up to
Grenfell fund as long as the shareholder four times a year without charge.
exchanges at least $50,000, the minimum
amount required for an exchange.
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MG Fund will waive the minimum investment amount for any BT Fund account that,
after the reorganization, contains less than the minimum investment amount
required for MG Fund.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Institutional shares of MG fund or shares of BT Fund. The table also shows pro
forma expenses of Institutional shares of MG Fund following the proposed
reorganization.
5
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FOR THE YEAR ENDED OCTOBER 31, 1998 MG FUND
MG FUND INSTITUTIONAL
(PRO FORMA) SHARES BT FUND
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SHAREHOLDER FEES None None None
(fees paid directly from your investment)
------------------------------------------------------- -------- ---------------- ---------------- ----------------
ANNUAL FUND OPERATING EXPENSES BEFORE EXPENSE
LIMITATION(1)
(expenses deducted from fund assets)
------------------------------------------------------- -------- ---------------- ---------------- ----------------
Management fees 1.00% 1.00% 1.10%
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Distribution (12b-1) and/or service fees None None None
------------------------------------------------------- -------- ---------------- ---------------- ----------------
Other expenses 0.52% 0.52% 9.61%
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TOTAL ANNUAL FUND OPERATING EXPENSES (1) 1.52% 1.52% 10.71%
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(1) MG Fund has an expense limitation which is voluntary and may be revoked at any time by MGIS, the fund's
investment adviser. BT has agreed contractually for the 16-month period ending January 31, 2000 to waive its own
fees and reimburse other BT Fund expenses so that the BT Fund's expenses will not exceed 1.90%. MGIS has agreed
to waive for an indefinite period its own fees and reimburse other MG Fund expenses so that the MG Fund's expenses
will not exceed 1.25% for Institutional shares.
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THE REORGANIZATION
TERMS OF THE REORGANIZATION
The funds' trustees have approved an Agreement and Plan of Reorganization, a
copy of which is attached as Exhibit
A. The Agreement provides for reorganization on the following terms:
[ ] The reorganization is scheduled to occur at 5:00 p.m., Eastern time, on
September 30, 1999, but may occur on any later date before December 31,
2000.
[ ] Prior to the reorganization BT Fund will redeem its entire interest in
BT Portfolio in exchange for a pro rata share of the portfolio
securities and other assets of BT Portfolio. In the reorganization, BT
Fund will transfer all of its assets to MG Fund, and in exchange MG Fund
will assume BT Fund's liabilities and issue shares as described below.
[ ] MG Fund will issue Institutional shares to BT Fund in an amount equal to
the value of the assets received by MG Fund, less the liabilities
assumed by MG Fund, in the transaction. These shares will immediately be
distributed by BT Fund to BT Fund's shareholders in proportion to their
holdings in BT Fund on the reorganization date. As a result,
shareholders of BT Fund will become Institutional shareholders of MG
Fund.
[ ] The net asset value of both funds will be computed as of 4:00 p.m.,
Eastern time, on the reorganization date.
[ ] After the reorganization is over, BT Fund will be terminated.
The following diagram shows how the reorganization will be carried out.
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BT Fund transfers its MG Fund receives
assets and assets from and
liabilities to MG Fund ->->->->->->->->->->->->->->->->->->->->->->->->-> assumes
liabilities of BT
Fund
- ----------------------- --------------------
BT Fund shareholders BT Fund receives MG Fund
receive MG Fund these shares and Institutional
Institutional shares ->->->->->-> distributes them ->->->->->->->-> shares are issued
to its shareholders
- ----------------------- --------------------
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6
<PAGE>
TAX STATUS OF THE REORGANIZATION
The reorganization will be tax-free for federal income tax purposes and will not
take place unless BT Fund and MG Fund receive from the law firm of Hale and Dorr
LLP, a satisfactory opinion substantially to the effect that:
[ ] The transfer of BT Fund's assets to MG Fund in exchange for
Institutional shares of MG Fund and the assumption of BT Fund's
liabilities, followed by the distribution of such shares to BT Fund's
shareholders and the termination of BT Fund, will be a "reorganization"
within the meaning of Section 368(a)(1) of the Internal Revenue Code of
1986 (the "Code"), and each fund will be "a party to a reorganization"
within the meaning of Section 368(b) of the Code;
[ ] No gain or loss will be recognized by BT Fund upon (1) the transfer of
all of its assets to MG Fund as described above or (2) the distribution
by BT Fund of MG Fund Institutional shares to BT Fund's shareholders;
[ ] No gain or loss will be recognized by MG Fund upon the receipt of BT
Fund's assets solely in exchange for the issuance of MG Fund
Institutional shares to BT Fund and the assumption of all of BT Fund's
liabilities by MG Fund;
[ ] The basis of the assets of BT Fund acquired by MG Fund will be, in each
instance, the same as the basis of those assets in the hands of BT Fund
immediately before the transfer;
[ ] The tax holding period of the assets of BT Fund in the hands of MG Fund
will include BT Fund's tax holding period for those assets;
[ ] The shareholders of BT Fund will not recognize gain or loss upon the
exchange of all their shares of BT Fund solely for MG Fund
Institutional shares as part of the reorganization;
[ ] The basis of MG Fund Institutional shares received by BT Fund's
shareholders in the reorganization will be the same as the basis of the
shares of BT Fund surrendered in exchange; and
[ ] The tax holding period of the MG Fund Institutional shares received by
BT Fund's shareholders will include, for each shareholder, the tax
holding period of the shares of BT Fund surrendered in exchange,
provided that the MG Fund Institutional shares were held as capital
assets on the date of the exchange.
REASONS FOR THE PROPOSED REORGANIZATION
The board of trustees of BT Fund believes that the proposed reorganization will
be advantageous to the shareholders of BT Fund for several reasons. The board of
trustees considered the following matters, among others, in approving the
reorganization in a meeting held on June 9, 1999.
OVERLAPPING INVESTMENT STRATEGY AND MARKET NICHE. BT Fund and MG Fund both have
essentially identical investment objectives and invest primarily in the equity
securities of companies in emerging markets. This is a highly specialized asset
class appealing to a relatively narrow group of investors. U.S. mutual funds
investing in emerging market equities accounted for less than .27% of new sales
of mutual fund shares in 1998.1 Due to the acquisition of BT by Deutsche Bank AG
on June 4, 1999, both funds are now being marketed by the same sales force.
Because offering each fund hinders the other fund's potential for asset growth,
it is not advantageous to operate and market BT Fund separately from MG Fund.
GREATER DIVERSIFICATION. As described further below, the MG Fund is
significantly larger than the BT Fund. Shareholders of both funds may be better
served by a combined fund offering greater diversification. To the extent that
combining the funds' assets into a single portfolio creates a larger asset base,
MG Fund's investment portfolio can achieve greater diversification after the
reorganization than is currently possible for either fund and particularly the
significantly smaller BT Fund. Greater diversification is expected to benefit
the shareholders of both funds because it may reduce the negative effect that
the adverse performance of any one security may have on the performance of the
entire portfolio.
7
<PAGE>
INVESTMENT PERFORMANCE. MG Fund Institutional shares received in the
reorganization will provide BT Fund's shareholders with substantially the same
investment advantages as they currently have at a comparable level of risk. The
BT Fund board of trustees also considered the performance history of each fund,
which is shown in the table below. Although BT Fund outperformed MG Fund for the
one-year period ended June 30, 1999, the trustees noted that BT Fund had only
existed for one year and that market conditions during the one year period were
extremely volatile. The trustees noted that the portfolio manager for BT Fund
who had played an important role in achieving that performance record left and
that the BT Fund's current portfolio manager had been with the BT Fund for less
than six months. From January 1, 1999 through July 20, 1999, the difference in
the two funds' performance narrowed. During this time period, MG Fund's
performance was 37.16% and BT Fund's performance was 42.98%. The trustees
considered the possibility that, in light of BT Fund's small asset size, BT
Fund's initial one year performance record does not provide a sufficient period
to adequately evaluate its performance in comparison with other emerging market
funds. The trustees further noted that due to the overlapping investment
strategy, market niche and the similar marketing channels of these funds, all
shareholders may benefit by the greater diversification and the possibility of
reduced expenses due to the combination of the funds.
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AVERAGE ANNUAL TOTAL RETURNS
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MG FUND BT FUND
INSTITUTIONAL SHARES
(INCEPTION 2/1/94) (INCEPTION 6/30/98)
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<S> <C> <C> <C> <C>
1 year ended 6/30/99 12.85% 29.90%
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5 years ended 6/30/99 (1.67)% N/A
--------------------------------------- ------------------------------------- -------------------------------------
Inception through 6/30/99 (3.72)% 29.90%
--------------------------------------- ------------------------------------- -------------------------------------
--------------------------------------- ------------------------------------- -------------------------------------
Year to date (7/20/99) 37.16% 42.98%
--------------------------------------- ------------------------------------- -------------------------------------
</TABLE>
POSSIBILITY OF REDUCED EXPENSES. A combined fund offers economies of scale that
may lead to better control over expenses than is currently possible,
particularly for BT Fund. Both funds incur substantial costs for accounting,
legal, transfer agency services, insurance, and custodial and administrative
services. As shown in the fee table in the Summary, the investment management
fee rate and expense ratio of MG Fund Institutional shares are lower than those
of BT Fund, both on a gross basis and after taking into account current fee
waivers and expense reimbursements.
BENEFITS TO MG FUND. The board of trustees of MG Fund considered that the
reorganization presents an excellent opportunity for MG Fund to acquire
investment assets without the obligation to pay commissions or other transaction
costs that are normally associated with the purchase of portfolio securities.
This opportunity provides an economic benefit to MG Fund and its shareholders.
BENEFITS TO ADVISERS AND OTHER SERVICE PROVIDERS. The boards of trustees of both
funds considered that the funds' advisers, administrators and distributors will
also benefit from the reorganization. For example, the advisers and
administrators might realize time savings from a consolidated portfolio
management effort and from the need to prepare fewer prospectuses, reports and
regulatory filings. The trustees believe, however, that these savings will not
amount to a significant economic benefit.
ADDITIONAL TERMS OF AGREEMENT AND PLAN OF REORGANIZATION
SURRENDER OF SHARE CERTIFICATES. Shareholders of BT Fund whose shares are
represented by one or more share certificates should, before the reorganization
date, either surrender their certificates to BT Fund or deliver to BT Fund a
lost certificate affidavit, in the form and accompanied by any surety bonds that
BT Fund may require (collectively, an "Affidavit"). On the reorganization date,
all certificates that have not been surrendered will be cancelled, will no
longer evidence ownership of BT Fund's shares and will evidence ownership of MG
Fund Institutional shares. Shareholders may not redeem or transfer the MG Fund
Institutional shares received in the reorganization until they have surrendered
their MG Fund share certificates or delivered an Affidavit. MG Fund will not
issue share certificates in the reorganization.
8
<PAGE>
CONDITIONS TO CLOSING THE REORGANIZATION. The obligation of BT Fund to
consummate the reorganization is subject to the satisfaction of certain
conditions, including the performance by MG Fund of all its obligations under
the Agreement and the receipt of an officers' certificate and an opinion of
counsel from MG Fund (see Agreement, paragraph 6).
The obligation of MG Fund to consummate the reorganization is subject to the
satisfaction of certain conditions, including BT Fund's performance of all of
its obligations under the Agreement and the receipt of certain financial and tax
information, an officers' certificate and an opinion of counsel from BT Fund
(see Agreement, paragraph 7).
The obligations of both funds are subject to the approval of the Agreement by
the necessary vote of the outstanding shares of BT Fund, in accordance with the
provisions of BT Fund's declaration of trust and by-laws. The funds' obligations
are also subject to several other conditions, including the receipt of all
consents, orders and permits necessary to consummate the reorganization and the
receipt of a favorable opinion of counsel to each fund as to the federal income
tax consequences of the reorganization. (see Agreement, paragraph 8).
TERMINATION OF AGREEMENT. BT Fund or MG Fund may mutually agree to terminate the
Agreement (even if the shareholders of BT Fund have already approved it) at any
time before the reorganization date. Either fund may also terminate the
Agreement if the other fund has breached any representation, warranty or
agreement contained in the Agreement or if any condition to closing the
reorganization cannot or will not be met.
EXPENSES OF THE REORGANIZATION. Bankers Trust Company has informed the funds
that it will bear all costs of the reorganization except that BT Fund will bear
the fees and expenses incurred in connection with its liquidation and
termination. These liquidation and termination fees are expected to be
approximately $5,000.00.
CAPITALIZATION
The following table sets forth the capitalization of each fund as of April 30,
1999, and the PRO FORMA combined capitalization of both funds as if the
reorganization had occurred on that date. The table reflects PRO FORMA exchange
ratios of approximately 1.9 MG Fund Institutional shares being issued for each
share of BT Fund. If the reorganization is consummated, the actual exchange
ratios on the reorganization date may vary from the exchange ratios indicated
due to changes in any of the following:
[ ] The market value of the portfolio securities of both MG Fund and BT Fund
between April 30, 1999 and the reorganization date.
[ ] Changes in the amount of undistributed net investment income and net
realized capital gains of MG Fund and BT Fund during that period
resulting from income and distributions.
[ ] Changes in the accrued liabilities of MG Fund and BT Fund during the same
period.
<TABLE>
<CAPTION>
------------------------------- ---------------- ---------------------------------- -------------------------------
CAPITALIZATION AS MG FUND
OF APRIL 30, 1999 BT FUND MG FUND PRO FORMA COMBINED(1)
------- ------- ---- -------------------
Institutional Service Institutional Service
------------- ------- ------------- -------
<S> <C> <C> <C>
Net assets $3,333,622 $133,694,604 N/A $137,025,226 N/A
----------
Net asset value per share $12.03 $6.34 N/A $6.34 N/A
-------------------------
Shares outstanding 276,807 21,083,984 N/A 21,609,319 N/A
------------------
------------------------------- ---------------- ----------------- ---------------- ---------------- --------------
</TABLE>
1 If the reorganization had taken place on April 30, 1999, BT Fund would have
received 525,335 Institutional shares of MG Fund, which would have been
available for distribution to the shareholders of BT Fund.
It is impossible to predict how many Institutional shares of MG Fund will
actually be received and distributed by BT Fund on the reorganization date. The
table should not be relied upon to determine the amount of MG Fund Institutional
shares that will actually be received and distributed.
9
<PAGE>
COMPARISON OF BUSINESS TRUSTS UNDER DELAWARE AND MASSACHUSETTS LAW
BT Fund is organized as a Massachusetts business trust. MG Fund is organized as
a Delaware business trust. The following is a comparison of the laws of
Massachusetts and Delaware applicable to business trusts.
Limitation of Shareholders' and Funds' Liability. Delaware law provides that the
shareholders of a Delaware business trust shall not be subject to liability for
the debts or obligations of the trust. Under Massachusetts law, shareholders of
a Massachusetts business trust (such as BT Fund) may, under certain
circumstances, be liable for the debts and obligations of that trust. Although
the risk of liability of shareholders of a Massachusetts business trust who do
not participate in the management of the trust may be remote, Delaware statutory
law may be considered to afford greater protection against potential shareholder
liability. Similarly, Delaware law provides that, to the extent that a Delaware
business trust issues multiple series of shares, each series shall not be liable
for the debts or obligations of any other series, another potential, although
remote, risk in the case of multiple series of a Massachusetts business trust.
While it is frequently assumed that a Massachusetts business trust will only be
liable for its own obligations, there is no direct statutory or judicial support
for that position.
Limitation of Trustee Liability. Delaware law provides that, except to the
extent otherwise provided in a trust's declaration of trust or by-laws, trustees
will not be personally liable to any person (other than the business trust or a
shareholder thereof) for any act, omission or obligation of the business trust
or any trustee thereof. Delaware law also provides that a trustee's actions
under a Delaware business trust's declaration of trust or by-laws will not
subject the trustee to liability to the business trust or its shareholders if
the trustee takes such action in good faith reliance on the provisions of the
business trust's declaration of trust or by-laws. The declaration of trust of a
Massachusetts business trust may limit the liability of a trustee who is not
also an officer of the trust for breach of fiduciary duty except for, among
other things, any act or omission not in good faith which involves intentional
misconduct or a knowing violation of law or any transaction from which such
trustee derives an improper direct or indirect financial benefit. These
limitations on liability under Delaware law are generally consistent with those
applicable to directors of a corporation under Delaware law and may be
beneficial in attracting and retaining qualified persons to act as trustees.
Shareholder Voting. Delaware law provides that a Delaware business trust's
declaration of trust or by-laws may set forth provisions related to voting in
any manner. This provision appears to permit shareholder voting through computer
or electronic media. For an investment company with a significant number of
shareholders with access to computer or electronic networks, the use of such
voting methods could significantly reduce the costs of shareholder voting.
Declarations of Trust. Although neither a Delaware business trust nor a
Massachusetts business trust is required to hold annual shareholder meetings,
Delaware law affords to the trustees the ability to adapt the Delaware business
trust to future contingencies without the necessity of holding a special
shareholder meeting. The trustees of a Delaware business trust may have the
power to amend the business trust's governing instrument to create a class or
series of shares of beneficial interest that was not previously outstanding; to
dissolve the business trust; to incorporate the Delaware business trust; to
merge or consolidate with another entity; to sell, lease, exchange, transfer,
pledge or otherwise dispose of all or any part of the business trust's assets;
to cause any series to become a separate trust; and to change the Delaware
business trust's domicile -- all without shareholder vote. Any exercise of
authority by the trustees will be subject to applicable state and federal law.
The flexibility of Delaware business trusts should help to assure that a
Delaware business trust operates under the most advantageous form of
organization and is intended to reduce the expense and frequency of future
shareholder meetings for non-investment-related operational issues.
10
<PAGE>
ADDITIONAL INFORMATION ABOUT THE FUNDS' BUSINESSES
The following table shows where in each fund's prospectus you can find
additional information about the business of the fund.
<TABLE>
<CAPTION>
--------------------------------------- ---------------------------------------------------------------------------
TYPE OF INFORMATION HEADINGS IN PROSPECTUSES
--------------------------------------- ------------------------------------- -------------------------------------
MG FUND BT FUND
--------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RISK/RETURN SUMMARY Fund Descriptions: Emerging Markets Overview of the Institutional
Equity Global Emerging Markets Equity Fund
--------------------------------------- ------------------------------------- -------------------------------------
Investment objectives/goals Investment Objective and Strategy Goal
--------------------------------------- ------------------------------------- -------------------------------------
Principal investment strategies Investment Objective and Strategy, Core Strategy, Investment Policies
Principal Holdings and Strategies
--------------------------------------- ------------------------------------- -------------------------------------
Principal risks of investing in the Investment Risks, Who May Want to Principal Risks of Investing in the
funds: narrative disclosure Invest Fund, Who Should Consider Investing
in the Fund
--------------------------------------- ------------------------------------- -------------------------------------
Principal risks of investing in the Fund Performance Total Returns, After Fees and
funds: risk/return bar chart and table Expenses
--------------------------------------- ------------------------------------- -------------------------------------
Fee table Shareholder Expenses Annual Fund Operating Expenses
--------------------------------------- ------------------------------------- -------------------------------------
BODY OF PROSPECTUS A Detailed Look at the
Institutional Global Emerging
Markets Equity Fund
--------------------------------------- ------------------------------------- -------------------------------------
Investment objectives, principal More About Risk Objective, The Case for Emerging
investment strategies and related Markets, Strategy, Principal
risks Investments, Investment Process,
Risks
--------------------------------------- ------------------------------------- -------------------------------------
Management: investment Investment Adviser Management of the Fund
adviser and portfolio manager
--------------------------------------- ------------------------------------- -------------------------------------
Shareholder information: Managing Your Investment: Buying Calculating the Fund's Share Price
pricing of fund shares and Selling Shares: How Shares are
Priced
--------------------------------------- ------------------------------------- -------------------------------------
Shareholder information: Managing Your Investment: Buying Buying and Selling Fund Shares
purchase of fund shares and Selling Shares: Buying and
Selling Shares Through a Plan,
Buying and Selling Shares Through a
Broker, Buying and Selling Shares
Directly, Payment of Redemption
Proceeds
---------------------------------------
Shareholder information:
redemption of fund shares
--------------------------------------- ------------------------------------- -------------------------------------
Shareholder information: Managing Your Investment: Holding Dividends and Distributions, Tax
dividends and distributions; tax Shares: Dividends and Considerations
consequences Distributions, Tax Considerations
--------------------------------------- ------------------------------------- -------------------------------------
Financial highlights Financial Highlights Financial Highlights
information
--------------------------------------- ------------------------------------- -------------------------------------
</TABLE>
BOARDS' EVALUATION AND RECOMMENDATION
For the reasons described above, the board of trustees of BT Fund, including the
trustees who are not "interested persons" of either fund or any of their
advisers ("independent trustees"), approved the reorganization at a meeting held
on
11
<PAGE>
June 9, 1999. In particular, the board determined that the reorganization was in
the best interests of BT Fund and that the interests of BT Fund's shareholders
would not be diluted as a result of the reorganization. Similarly, the board of
trustees of MG Fund, including the independent trustees, approved the
reorganization at a meeting held on June 9, 1999. The board also determined that
the reorganization was in the best interests of MG Fund and that the interests
of MG Fund's shareholders would not be diluted as a result of the
reorganization.
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES OF BT FUND RECOMMENDS THAT THE SHAREHOLDERS OF BT FUND
VOTE FOR THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION.
- --------------------------------------------------------------------------------
VOTING RIGHTS AND REQUIRED VOTE
Each share of BT Fund outstanding on the record date is entitled to one vote.
Approval of the above proposal requires the affirmative vote of a majority of
the shares of BT Fund outstanding and entitled to vote. For this purpose, a
majority of the outstanding shares of BT Fund means the vote of the lesser of:
(1) 67% or more of the shares present at the meeting, if the holders of more
than 50% of the shares of the BT Fund are present or represented by proxy, or
(2) more than 50% of the outstanding shares of the BT Fund.
Shares of BT Fund represented in person or by proxy, including shares which
abstain or do not vote on the proposal, will be counted for purposes of
determining whether there is a quorum at the meeting. These include proxies
submitted by a broker or nominee holding shares in "street name" who indicates
on the proxy card that it does not have discretionary authority to vote on the
proposal. Accordingly, an abstention from voting or a "broker non-vote" has the
same effect as a vote against the proposal.
If the required approval of shareholders is not obtained, BT Fund will continue
to engage in business as a separate mutual fund and the board of trustees will
consider what further action may be appropriate.
INFORMATION CONCERNING THE MEETING
SOLICITATION OF PROXIES
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax, through the Internet or in person by the trustees, officers
and employees of BT Fund or by personnel of BT or ICC Distributors, Inc., the
distributor of BT Fund's shares. Shareholder Communications Corporation, a third
party solicitation firm, has agreed to provide proxy solicitation services to BT
Fund all of which will be borne by BT.
REVOKING PROXIES
A BT Fund shareholder signing and returning a proxy has the power to revoke it
at any time before it is exercised:
[ ] By filing a written notice of revocation with BT Fund's transfer agent, or
[ ] By returning before the time of the meeting a duly executed proxy with
a later date than the proxy being revoked, or
[ ] If a shareholder has executed a proxy but is present at the meeting and
wishes to vote in person, by notifying the secretary of BT Fund at the
meeting at any time before it is voted.
Being present at the meeting alone will NOT revoke a previously executed and
returned proxy.
OUTSTANDING SHARES AND QUORUM
As of July 22, 1999, 294,974.071 shares of BT Fund were outstanding. Only
shareholders of record on July 22, 1999 (the "record date") are entitled to
notice of and to vote at the meeting. A majority of the outstanding shares of BT
Fund that are entitled to vote will be considered a quorum for the transaction
of business.
12
<PAGE>
OTHER BUSINESS
BT Fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the proposal. If other business is
properly brought before the meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
ADJOURNMENTS
If a quorum is not present in person or by proxy at the time any session of the
meeting is called to order, the persons named as proxies may vote those proxies
that have been received to adjourn the meeting to a later date. If a quorum is
present but there are not sufficient votes in favor of the proposal, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies concerning the proposal. Any adjournment will
require the affirmative vote of a majority of BT Fund's shares present at the
session of the meeting to be adjourned. If an adjournment of the meeting is
proposed because there are not sufficient votes in favor of the proposal, the
persons named as proxies will vote those proxies favoring the proposal in favor
of adjournment, and will vote those proxies against the reorganization against
adjournment.
TELEPHONE AND INTERNET VOTING
BT Fund may record votes over the telephone or through the Internet. In doing
so, it will use procedures designed to authenticate shareholders' identities, to
allow shareholders to authorize the voting of their shares in accordance with
their instructions, and to confirm that their instructions have been properly
recorded. Proxies voted over the telephone or through the Internet may be
revoked at any time before they are voted in the same manner that proxies voted
by mail may be revoked.
OWNERSHIP OF SHARES OF THE FUNDS
To the knowledge of the funds, as of July 22, 1999, the following persons owned,
of record or beneficially, 5% or more of the outstanding shares of BT Fund and
MG Fund (before the reorganization) and would own, (after the reorganization),
5% or more of the shares of the MG Fund.
<TABLE>
<CAPTION>
--------------------------------------- ------------------- ---------------------------- --------------------------
NAMES AND ADDRESSES OF OWNERS OF MORE BT FUND MG FUND MG FUND
THAN 5% OF SHARES INSTITUTIONAL SHARES INSTITUTIONAL SHARES
(BEFORE REORGANIZATION) (AFTER REORGANIZATION)4
--------------------------------------- ------------------- ---------------------------- --------------------------
<S> <C> <C> <C>
(1)Bankers Trust Company 94,000 174,840
FBO 2245354040 31.867% .757%
P.O. Box 9005
New York, NY 10008
--------------------------------------- ------------------- ---------------------------- --------------------------
Charles Schwab & Co. 41,758.752 77,671.279
Omnibus Account Reinvest 14.157% .336%
Attn: Mutual Fund Acct Mgmt TEA 333-8
101 Montgomery Street
San Francisco, CA 94014
--------------------------------------- ------------------- ---------------------------- --------------------------
Bankers Trust Company 32,500.00 60,450
FBO 2548334040 11.018% .262%
P.O. Box 9005
New York, NY 10008
Church Street Station
--------------------------------------- ------------------- ---------------------------- --------------------------
Bankers Trust Company 27,500.00 51,150
FBO 2527762424 9.323% .221%
P.O. Box 9005
New York, NY 10008
Church Street Station
--------------------------------------- ------------------- ---------------------------- --------------------------
13
<PAGE>
--------------------------------------- ------------------- ---------------------------- --------------------------
NAMES AND ADDRESSES OF OWNERS OF MORE BT FUND MG FUND MG FUND
THAN 5% OF SHARES INSTITUTIONAL SHARES INSTITUTIONAL SHARES
(BEFORE REORGANIZATION) (AFTER REORGANIZATION)4
--------------------------------------- ------------------- ---------------------------- --------------------------
Bankers Trust Company 16,592.92 30,862.83
FBO 2313124040 5.625% 1.33%
P.O. Box 9005
New York, NY 10008
Church Street Station
--------------------------------------- ------------------- ---------------------------- --------------------------
(2,3)Harris Trust 8,091,825.93 8,091,825.93
c/o Motorola Pension Fund 35.87% 35.02%
111 West Monroe
P.O. Box 755
Chicago, IL 60690-0755
--------------------------------------- ------------------- ---------------------------- --------------------------
(2,3)Public School Employees Retirement 5,942,369.53 5,942,369.53
System 26.34% 25.71%
c/o State Street PA SVCS
30 N 3rd Street, Suite 750
Harrisburg, PA 17101-1713
--------------------------------------- ------------------- ---------------------------- --------------------------
(2)Northern Trust Company TR 5,908,847.35 5,908,847.35
c/o Motorola Employees Savings and 26.19% 25.57%
Profit Sharing Trust 17-72410
P.O. Box 92956
Chicago, IL 60675-2956
--------------------------------------- ------------------- ---------------------------- --------------------------
Public Employees' Retirement 2,485,230.27 2.485,230.27
Association 11.02% 10.75%
Attn: Daryl Roberts
1300 Logan Street
Denver, CO 80203-2386
--------------------------------------- ------------------- ---------------------------- --------------------------
</TABLE>
(1)As of July 22, 1999, an owner of greater than 25% of the outstanding shares
of BT Fund.
(2)As of July 22, 1999, an owner of greater than 25% of the outstanding shares
of the Institutional Class of MG Fund.
(3)After the reorganization, an owner of greater than 25% of the outstanding
share of the Institutional Class of MG Fund.
(4)As of July 22, The table reflects PRO FORMA exchange ratios of approximately
1.86 MG Fund Institutional shares being issued for each share of BT Fund. If the
reorganization is consummated, the actual exchange ratios on the reorganization
date may vary from the exchange ratios as previously discussed.
As of July 22, 1999, the trustees and officers of BT Fund and MG Fund, each as a
group, owned in the aggregate less than 1% of the outstanding shares of their
respective funds.
EXPERTS
The financial statements and the financial highlights of BT Fund as of September
30, 1998 and for the period then ended and of MG Fund as of October 31, 1998 and
for the period/years in the period then ended are incorporated by reference into
this proxy statement and prospectus. These financial statements and highlights
for each of BT Fund and MG Fund have been audited by PricewaterhouseCoopers LLP,
independent accountants for each fund, as stated in the reports appearing in the
respective Annual Report to shareholders which is incorporated by reference in
the statement of additional information. These financial statements and
highlights are included in reliance upon the reports given upon the authority of
such firm as an expert in accounting and auditing.
14
<PAGE>
AVAILABLE INFORMATION
Each fund is subject to the informational requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940 and files reports,
proxy statements and other information with the SEC. These reports, proxy
statements and other information filed by the funds can be inspected and copied
(at prescribed rates) at the public reference facilities of the SEC at 450 Fifth
Street, N.W., Washington, D.C., and at the following regional offices: Chicago
(500 West Madison Street, Suite 1400, Chicago, Illinois); and New York (7 World
Trade Center, Suite 1300, New York, New York). Copies of such material can also
be obtained by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, copies
of these documents may be viewed on-screen or downloaded from the SEC's Internet
site at http://www.sec.gov.
15
