As filed with the Commission on June 8 , 2000
1933 Act File No. 333-36866
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14AE/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1
Post-Effective Amendment No.
MORGAN GRENFELL INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
One South Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(410) 895-3433
(Registrant's Telephone Number)
Daniel O. Hirsch, Esq. Copies to: Christopher P. Harvey, Esq.
One South Street Hale & Dorr LLP
Baltimore, Maryland 21202 60 State Street
(Name and Address of Agent Boston, MA 02109
for Service)
Title of Securities Being Registered:
Shares of beneficial interest, par value $.001 per share
No filing fee is due because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
It is proposed that this filing will become effective on June 12, 2000 pursuant
to Rule 461(a) under the Securities Act of 1933.
<PAGE>
June , 2000
Intermediate Tax Free - Investment Class
BT Investment Funds
Dear Shareholder,
I am writing to let you know that a meeting will be held July 27, 2000 for
shareholders to vote on an important proposal for Intermediate Tax Free (the
"Tax Free Fund"). As a shareholder in the Tax Free Fund, you have the
opportunity to voice your opinion on this matter.
The Proposal
------------
We are asking shareholders of the Tax Free Fund to approve an Agreement and Plan
of Reorganization between the Tax Free Fund and Municipal Bond (the "Municipal
Fund") to allow the Tax Free Fund to transfer all of its assets and liabilities
to the Municipal Fund in exchange for Institutional Class shares of the
Municipal Fund.
What this means for your investment
o You will receive Institutional Class shares of the Municipal Fund in
proportion to the value of your shares in the Tax Free Fund.
o The transaction will be tax-free for shareholders and for both funds.
o Both funds invest primarily in municipal securities that are exempt from
federal income tax.
It is important for you to vote
This package contains information about the proposal, along with a proxy card
for you to vote by mail, unless you are voting by telephone or through the
Internet. Please take a moment to read the enclosed materials and cast your vote
using the proxy card. Your prompt vote will help save money. If a majority of
shareholders have not voted prior to the meeting, we must try to obtain more
votes with additional mailings or phone solicitations. Both of these are costly
processes.
The Tax Free Fund's Board of Trustees, whose primary role is to protect your
interests as a shareholder, has reviewed the proposal. In the Trustees' opinion,
the proposal is fair and reasonable. THE TRUSTEES RECOMMEND THAT YOU VOTE FOR
THE PROPOSAL.
How to vote
CAST YOUR VOTE BY COMPLETING AND SIGNING THE PROXY CARD, UNLESS YOU ARE VOTING
BY TELEPHONE OR THROUGH THE INTERNET. PLEASE MAIL YOUR COMPLETED AND SIGNED
PROXY AS QUICKLY AS POSSIBLE, USING THE POSTAGE-PAID ENVELOPE PROVIDED.
PLEASE VOTE! YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.
Any questions?
Please call 1-800-730-1313 if you have any questions about the proposal or
voting procedures.
Sincerely,
/s/Daniel O. Hirsch
Daniel O. Hirsch
Secretary
<PAGE>
INTERMEDIATE TAX FREE
(a series of BT Investment Funds)
One South Street
Baltimore, MD 21202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR JULY ---, 2000
This is the formal agenda for a Special Meeting and any adjournments thereof
(the "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 Intermediate Tax Free ("Tax Free Fund"):
A Meeting of Tax Free Fund shareholders will be held at One South Street,
Baltimore, MD 21202 on July ___, 2000 at 10:00 a.m., Eastern Time, to consider
the following:
1. A proposal to approve an Agreement and Plan of Reorganization between
Tax Free Fund and Municipal Bond ("Municipal Fund"). Under this
Agreement, Tax Free Fund would transfer all of its assets to Municipal
Fund in exchange for Institutional shares of Municipal Fund. These
shares would be distributed proportionately to you and the other
shareholders of Tax Free Fund. Municipal Fund would also assume Tax
Free Fund's stated 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 June 2, 2000, are entitled
to vote at the Meeting and any adjournments thereof.
Whether or not you expect to attend the Meeting, please complete, sign and
return the enclosed proxy card. You may also vote your shares by calling the
toll-free number on your proxy card or by logging on to the Internet at
www.proxyvote.com. If shareholders do not return their proxies in sufficient
numbers, Tax Free Fund will incur additional costs to solicit proxies.
/s/Daniel O. Hirsch
Daniel O. Hirsch
Secretary
June __, 2000
<PAGE>
PROXY STATEMENT OF
INTERMEDIATE TAX FREE
(a series of BT Investment Funds)
PROSPECTUS FOR
MUNICIPAL BOND -- INSTITUTIONAL CLASS
(a series of Morgan Grenfell Investment Trust)
This proxy statement and prospectus sets forth concisely the information you
should know before voting on the proposed reorganization of Intermediate Tax
Free, One South Street, Baltimore, MD 21202, 1-800-730-1313 ("Tax Free Fund")
into Municipal Bond, One South Street, Baltimore, MD 21202 ("Municipal Fund").
Please read it carefully and retain it for future reference.
Both Municipal Fund and Tax Free Fund (each a "Fund" and together the "Funds" )
are open-end mutual funds investing in investment grade municipal securities.
Municipal Fund's investment objective is a high level of income exempt from
regular federal income tax, consistent with the preservation of capital and Tax
Free Fund's investment objective is a high level of current income exempt from
federal income tax consistent with moderate risk of capital.
How the Reorganization Will Work
[ ] Tax Free Fund will transfer all of its assets to Municipal Fund.
Municipal Fund will assume Tax Free Fund's stated liabilities.
[ ] Municipal Fund will issue Institutional Class shares to Tax Free Fund
in an aggregate 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 Tax Free Fund's
shareholders in proportion to their holdings in Tax Free Fund on the
reorganization date.
[ ] As described below, the reorganization will be tax-free for federal
income tax purposes.
[ ] Tax Free Fund will be liquidated and terminated, and you will be a
shareholder of Municipal Fund.
An investment in Municipal Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Like shares of all mutual funds, these securities have not been approved or
disapproved by the Securities and Exchange Commission nor has the Securities and
Exchange Commission passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
--------------------------------------------------------------------------------
Where to Get More Information
--------------------------------------------------------------------------------
Prospectus of Municipal Fund dated In the same envelope as this proxy
February 28, 2000. statement and prospectus..
--------------------------------------
Municipal Fund's annual report to
shareholders dated October 31, 1999.
--------------------------------------------------------------------------------
Prospectus of Tax Free Fund dated On file with the Securities and Exchange
January 31, 2000. Commission ("SEC") and available at no
--------------------------------------charge by calling 1-800-730-1313 or
Tax Free Fund's annual report to writing to us at the address shown below.
shareholders dated September 31, 1999
and semi-annual report dated March 31,
2000.
--------------------------------------
A statement of additional information
dated June __, 2000 contains additional
information about both Municipal Fund
and Tax Free Fund, respectively.
-------------------------------------------------------- -----------------------
To ask questions about this proxy Call our toll-free telephone number:
statement and prospectus. 1-800-730-1313 or write to us at Service
Center, P.O. Box 219210, Kansas City, MO
64121-9210.
-------------------------------------------------------- -----------------------
The date of this proxy statement and prospectus is June __, 2000.
<PAGE>
TABLE OF CONTENTS
Page
-----
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' EVALUATIONS AND RECOMMENDATIONS 13
VOTING RIGHTS AND REQUIRED VOTE 13
INFORMATION CONCERNING THE MEETING 14
OWNERSHIP OF SHARES OF THE FUNDS 15
EXPERTS 16
AVAILABLE INFORMATION 16
Additional Information
A. Agreement and Plan of Reorganization between Municipal Fund and Tax
Free Fund (attached to this proxy statement and prospectus)
B. Annual report to shareholders dated October 31, 1999 of Municipal Fund
C. Prospectus dated February 28, 2000 of Municipal Fund
<PAGE>
INTRODUCTION
This proxy statement and prospectus is being used by the Board of Trustees of
Tax Free Fund to solicit proxies to be voted at a Special Meeting ( the
"Meeting" ) of shareholders of Tax Free Fund, or any adjournment of the Meeting
thereof. The Meeting will be held at One South Street, Baltimore, MD 21202 on
July ___, 2000, 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 Tax Free Fund into Municipal Fund. This proxy
statement and prospectus and a proxy card are being mailed to Tax Free Fund's
shareholders on or about June ___, 2000.
Who is Eligible to Vote?
Tax Free Fund shareholders of record on June 2, 2000 are entitled to attend and
vote at the Meeting or any adjournments thereof. Each share of Tax Free Fund
outstanding on June 2, 2000 is entitled to one vote. Shares represented by
properly executed proxies, or shares voted by telephone or on the Internet,
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. 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 and prospectus. You should read the entire proxy statement and
prospectus and the enclosed exhibits carefully because they contain details that
are not in the summary.
Comparison of Municipal Fund and Tax Free Fund
<TABLE>
<CAPTION>
---------------------------- ------------------------------------------- -------------------------------------------
Municipal Fund Tax Free Fund
---------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
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.
---------------------------- ------------------------------------------- -------------------------------------------
Investment Municipal Fund invests directly in Tax Free Fund is a feeder fund in a
Structure securities, as described below. master-feeder structure, which means that
it invests all of its assets in a master
portfolio, the Intermediate Tax Free
Portfolio ("Tax Free Portfolio"). Tax Free
Portfolio has the same investment
objective as Tax Free Fund. All references
to Tax Free Fund in this proxy statement
and prospectus include Tax Free Portfolio
where appropriate.
---------------------------- ------------------------------------------- -------------------------------------------
Net assets as of $xxx,xxx,xxx.xxx $x,xxx,xxx.xxx
June 2, 2000
---------------------------- ------------------------------------------- -------------------------------------------
Investment Deutsche Asset Management, Inc. ("DAMI") Bankers Trust Company ("BT") is the
Advisers is Municipal Fund's investment adviser. investment adviser of Tax Free Portfolio,
in which Tax Free Fund invests.
---------------------------- ---------------------------------------------------------------------------------------
Control of investment DAMI and BT are indirect wholly owned subsidiaries of Deutsche Bank AG, an
advisers international commercial and investment-banking group.
---------------------------- ---------------------------------------------------------------------------------------
Investment 0bjective The Fund seeks a high level of income The Fund invests for a high level of
exempt from regular federal income tax, current income exempt from federal income
consistent with the preservation of tax consistent with moderate risk of
capital. capital.
---------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- ------------------------------------------- -------------------------------------------
Municipal Fund Tax Free Fund
---------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Portfolio managers The Municipal Fund is managed by David Gary Pollack, a Director of BT, is the
Baldt, Managing Director of DAMI, and portfolio manager for Tax Free Fund.
Ted Manges, Daniel Scholl, and Susan Beck,
each a Vice President of DAMI.
---------------------------- ---------------------------------------------------------------------------------------
Principal Investments Each Fund invests primarily (at least 80% of its net assets) in municipal securities that
are exempt from federal income tax.
---------------------------- ---------------------------------------------------------------------------------------
Restrictions on Municipal Fund does not have a Tax Free Fund may invest up to 20% of its
Investments restriction on the percentage of assets assets in obligations the interest on
that may be invested in obligations the which is subject to the federal
interest on which is subject to the alternative minimum tax.
federal alternative minimum tax.
------------------------------------------- -------------------------------------------
Municipal Fund may invest 25% or more of Tax Free Fund may invest in private
its total assets in private activity and activity bonds if the interest paid on
industrial development bonds if the them is exempt from regular federal
interest paid on them is exempt from income tax.
regular federal income tax.
---------------------------------------------------------------------------------------
Each Fund invests primarily in high quality bonds (those rated within the top three
rating categories).
------------------------------------------- -------------------------------------------
Municipal Fund may invest up to 15% of
its assets in bonds that are rated in the
fourth highest category.
---------------------------------------------------------------------------------------
In the event that any security is downgraded, the adviser will determine whether to
hold or sell the security.
---------------------------------------------------------------------------------------
Each Fund may invest up to 20% of its total assets in taxable securities to maintain
liquidity.
---------------------------- ---------------------------------------------------------------------------------------
Principal Strategies Municipal Fund generally uses a Tax Free Fund seeks to increase its
"bottom-up" approach to picking income primarily by managing the duration
securities. The portfolio managers focus of its portfolio. Tax Free Fund seeks a
on the securities and sectors they current yield from interest income that
believe are undervalued relative to the is greater than that generally obtainable
market, rather than relying on interest from short-term tax-exempt bonds with the
rate forecasts. highest investment ratings.
Issuer research lies at the heart of the The portfolio manager adjusts the average
investment process. In selecting duration of the bonds held by the Fund
individual securities for investment, the according to current market and credit
portfolio managers: conditions and his assessment of
prospective changes in interest rate
o Assign a relative value, based forecasts.
on creditworthiness, cash flow and price,
to each bond. o If the manager's analysis
o Use credit analysis to determine indicates that yields are not likely to
the issuer's ability to fulfill its change, the manager attempts to align the
contracts. Fund's average duration to that of the
o Compare each bond with a U.S. intermediate-duration municipal market as
Treasury instrument to develop a whole.
---------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- ------------------------------------------- -------------------------------------------
Municipal Fund Tax Free Fund
---------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Principal Strategies a theoretical intrinsic value. They look o If the manager expects yields to
(continued) to exploit any inefficiencies between rise, the manager will shorten the Fund's
intrinsic value and market trading price. duration by buying shorter maturity bonds
o Subordinate sector weightings to and selling longer maturity bonds, a
individual bonds that may add tactic that seeks to insulate the value
above-market value. of Fund shares from falling bond prices.
o If the manager expects yields to
Municipal Fund intends to maintain a fall, the manager will lengthen the
dollar weighted effective average Fund's duration by selling shorter
portfolio maturity of five to ten years. maturity bonds and buying bonds with
maturities of up to 20 years to capture
the gain in prices.
Tax Free Fund's duration can vary
approximately 12 months in either
direction from the duration of the whole
intermediate-term market.
Tax Free Fund also attempts to increase
current income by capturing temporary
variations in the "spread" among different
kinds of municipal bonds.
---------------------------- ---------------------------------------------------------------------------------------
Temporary defensive Each Fund may depart from its principal investment strategies in order to take a
positions temporary defensive position in response to adverse market, economic or political
conditions.
--------------------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT RISKS
---------------------------- ---------------------------------------------------------------------------------------
General You could lose money on your investment in either Fund. There is no guarantee that
either Fund will achieve its investment objective.
---------------------------- ---------------------------------------------------------------------------------------
Interest rate risk The value of each Fund will fluctuate inversely with changes in interest
rates. Typically, a rise in interest rates causes a decline in the market value of
fixed income securities and vice versa.
---------------------------- ---------------------------------------------------------------------------------------
Prepayment Risk As interest rates decline, the issuers of securities held by each Fund may prepay
principal earlier than scheduled, forcing the Fund to reinvest in lower yielding
securities. As interest rates increase, slower than expected principal payments may
extend the average life of fixed income securities, locking in below-market interest
rates and reducing the value of these securities.
---------------------------- ---------------------------------------------------------------------------------------
Credit risk Each Fund faces the risk that the creditworthiness of the issuers may decline, causing
the value of the bonds to decline. In addition, issuers of securities owned by a Fund
may default on their obligations to pay principal and/or interest or may have their
credit ratings downgraded.
------------------------------------------- -------------------------------------------
Fixed income securities, eligible for purchase
by Municipal Fund, rated in the fourth highest
category have speculative characteristics.
These securities involve greater risk of loss
than higher quality securities and are more
sensitive to changes in the issuer's capacity
to pay.
---------------------------- ------------------------------------------- -------------------------------------------
Maturity Risk Prices of each Fund's fixed income securities with longer effective maturities are
more sensitive to interest rate changes than those with shorter effective maturities.
---------------------------- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
---------------------------- ------------------------------------------- -------------------------------------------
Municipal Fund Tax Free Fund
---------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Tax Liability Risk Distributions by each Fund that are derived from income from taxable securities held
by the Funds will generally be taxable to shareholders as ordinary income.
------------------------------------------- -------------------------------------------
A greater percentage of the Municipal Fund's
investments may produce taxable income,
resulting in a lower tax-adjusted return.
---------------------------- ---------------------------------------------------------------------------------------
Market Risk Although individual securities may outperform the market, the entire market may
decline as a result of rising interest rates, regulatory developments or deteriorating
economic conditions.
--------------------------------------------------------------------------------------------------------------------
Buying, exchanging and redeeming shares
---------------------------- ---------------------------------------------------------------------------------------
Each Fund calculates its net asset value per share (NAV) at the close of regular
Net asset value trading on The New York Stock Exchange (NYSE) on each business day. Each Fund's
portfolio securities are valued either based on market quotations or, if market
quotations are unavailable, by the method that most accurately reflects their fair
value.
---------------------------- ------------------------------------------- -------------------------------------------
Classes of shares Municipal Fund offers two classes of Tax Free Fund has only one class of
shares: Institutional shares and shares, which is offered without a sales
Investment shares. Both Institutional charge.
and Investment shares are offered to the
public without a sales charge. Only
Institutional shares are being offered to
Tax Free Fund shareholders in this proxy
statement and prospectus.
---------------------------- ---------------------------------------------------------------------------------------
Rule 12b-1 and service Neither Fund's shares are subject to any Rule 12b-1 or service fee.
fees
---------------------------- ---------------------------------------------------------------------------------------
Buying and selling Investors may purchase or redeem shares either from authorized brokers or directly
shares from the Fund.
---------------------------- ------------------------------------------- -------------------------------------------
Minimum investment Institutional shares: $250,000 Initial: $2,500
amounts Subsequent: $250
---------------------------- ---------------------------------------------------------------------------------------
Exchanging shares Shares may be exchanged for shares of another Deutsche Asset Management mutual fund up
to four times a year (from the date of your first exchange).
---------------------------- ---------------------------------------------------------------------------------------
</TABLE>
Municipal Fund will waive the minimum investment amount for any Tax Free Fund
account that, after the reorganization, contains less than the minimum
investment amount required for Municipal Fund.
<PAGE>
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold
Institutional Class shares of Municipal Fund or shares of Tax Free Fund. The
table also shows pro forma expenses of Institutional Class shares of Municipal
Fund following the proposed reorganization.
ANNUAL FEES AND EXPENSES AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
<TABLE>
<CAPTION>
------------------------------------------------- -------------------- ------------------ --------------------
Annual Fees and Expenses Municipal Fund Tax Free Fund(1) Municipal Fund
Institutional Class Investment Class Institutional Class
Fiscal Year End Fiscal Year End
October 31, 1999 September 30, Pro Forma
1999
------------------------------------------------- -------------------- ------------------ --------------------
<S> <C> <C> <C>
Management fees 0.40% 0.40% 0.40%
------------------------------------------------- -------------------- ------------------ --------------------
Distribution (12b-1) and/or service fees None None None
------------------------------------------------- -------------------- ------------------ --------------------
Other expenses 0.18% 1.01% 0.18%
------------------------------------------------- -------------------- ------------------ --------------------
Total annual Fund operating expenses 0.58% 1.41% 0.58%
------------------------------------------------- -------------------- ------------------ --------------------
Less fee waivers or expense reimbursements (2) (0.03)% (0.56%) (0.03%)
------------------------------------------------- -------------------- ------------------ --------------------
Net Expenses 0.55% 0.85% 0.55%
--------------------------------------------------------------------------------------------------------------
(1) Information on the annual operating expenses reflects the expenses of both
Tax Free Fund and Tax Free Portfolio, the master fund in which Tax Free Fund
invests its assets.
(2) The investment adviser and administrator for Municipal Fund have
contractually agreed for the 16-month period from the Fund's fiscal year end
of October 31, 1999, to waive their fees and reimburse expenses so that the
total expenses of Municipal Fund will not exceed 0.55%. Tax Free Fund's
adviser and administrator have contractually agreed for the 16-month period
from the Fund's fiscal year end of September 30, 1999, to waive their fees and
reimburse expenses so that the total expenses of Tax Free Fund will not exceed
0.85%.
--------------------------------------------------------------------------------------------------------------
</TABLE>
Expense Example
The example below illustrates the expenses you will incur on a $10,000
investment in each Fund. It assumes that the Fund earned an annual return of 5%
over the periods shown, that the Fund's operating expenses remained the same and
you sold your shares at the end of the period.
You may use this hypothetical example to compare the Fund's expense history with
other funds.
<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Expense Example(3) 1 Year 3 Years 5 Years 10 Years
----------------------- --------------------- -------------------- --------------------- --------------------
Municipal Fund $56 $183 $324 $723
----------------------- --------------------- -------------------- --------------------- --------------------
Tax Free Fund $87 $372 $699 $1,626
----------------------- --------------------- -------------------- --------------------- --------------------
Pro Forma $56 $183 $324 $723
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>
(3) For the first 12 months, the expense example takes into account fee waivers
and reimbursements.
The purpose of the table is to assist shareholders in understanding the various
costs and expenses that a shareholder in the Funds will bear directly and
indirectly both for the current Funds and on a pro forma
<PAGE>
basis if the proposed reorganization is approved. The example is included for
solely illustrative purposes and should not be considered a representation of
future performance or expenses. Actual expenses may be higher or lower.
THE REORGANIZATION
Terms of the Reorganization
The Board of each Fund has approved the Agreement and Plan of Reorganization
(the "Agreement"), 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
August __, 2000, but may occur on a later date agreed to by the parties.
[ ] Prior to the reorganization Tax Free Fund will redeem its entire
interest in Tax Free Portfolio in exchange for its pro rata share of the
portfolio securities and other assets of Tax Free Portfolio. In the
reorganization, Tax Free Fund will transfer all of its assets to
Municipal Fund, and in exchange Municipal Fund will assume Tax Free
Fund's stated liabilities and issue Institutional shares as described
below.
[ ] Municipal Fund will issue Institutional shares to Tax Free Fund in an
amount equal to the value of the assets received by Municipal Fund, less
the liabilities assumed by Municipal Fund in the transaction. These
shares will immediately be distributed by Tax Free Fund to Tax Free
Fund's shareholders in proportion to their holdings in Tax Free Fund on
the reorganization date. As a result, shareholders of Tax Free Fund will
become Institutional shareholders of Municipal Fund.
[ ] The net asset value of both Funds will be computed as of the close of
regular trading on The New York Stock Exchange (normally 4:00 p.m.,
Eastern Time), on the reorganization date.
[ ] In connection with the reorganization, Tax Free Fund will be terminated
and liquidated.
The following diagram shows how the reorganization will be carried out.
<TABLE>
<CAPTION>
<S> <C> <C>
----------------------- --------------------
Tax Free Fund Municipal Fund
transfers its assets receives assets
and liabilities to ->->->->->->->->->->->->->->->->->->->->->->-> from and assumes
Municipal Fund liabilities of Tax
Free Fund
----------------------- --------------------
Tax Free Fund Tax Free Fund Municipal Fund
shareholders receive receives these Institutional
Municipal Fund <-<-<-<-<-<- shares and <-<-<-<-<-<- shares are issued
Institutional shares distributes them
to its shareholders
----------------------- --------------------
</TABLE>
Currently, Municipal Fund intends to retain most of the portfolio securities and
other assets acquired from Tax Free Fund after the reorganization. The portfolio
managers may determine, however, to liquidate individual securities from time to
time.
Tax Status of the Reorganization
The reorganization will not take place unless Tax Free Fund and Municipal Fund
receive from Hale and Dorr LLP, counsel to Municipal Fund, a satisfactory
opinion substantially to the effect that:
<PAGE>
[ ] The acquisition by Municipal Fund of all of the assets of Tax Free
Fund solely in exchange for the issuance of Institutional shares
of Municipal Fund to Tax Free Fund and the assumption of certain
scheduled Tax Free Fund liabilities by Municipal Fund, followed by
the distribution by Tax Free Fund, in liquidation of Tax Free
Fund, of Institutional shares of Municipal Fund to the
shareholders of Tax Free Fund in exchange for their Tax Free Fund
shares of beneficial interest and the termination of Tax Free
Fund, will constitute a reorganization within the meaning of
Section 368(a) of the Code, and Tax Free Fund and Municipal Fund
will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code.
[ ] No gain or loss will be recognized by Tax Free Fund upon (i) the
transfer of all of its assets to Municipal Fund solely in exchange
for the issuance of Institutional shares of Municipal Fund to Tax
Free Fund and the assumption of certain scheduled Tax Free Fund
liabilities by Municipal Fund and (ii) the distribution by Tax
Free Fund of such Institutional shares of Municipal Fund to the
shareholders of Tax Free Fund.
[ ] No gain or loss will be recognized by Municipal Fund upon the
receipt of the assets of Tax Free Fund solely in exchange for the
issuance of Institutional shares of Municipal Fund to Tax Free
Fund and the assumption of certain scheduled Tax Free Fund
liabilities by Municipal Fund.
[ ] The basis of the assets of Tax Free Fund acquired by Municipal
Fund will be, in each instance, the same as the basis of those
assets in the hands of Tax Free Fund immediately prior to the
transfer.
[ ] The tax holding period of the assets of Tax Free Fund in the hands
of Municipal Fund will, in each instance, include Tax Free Fund's
tax holding period for those assets.
[ ] The shareholders of Tax Free Fund will not recognize gain or loss
upon the exchange of all of their shares of beneficial interest of
Tax Free Fund solely for Institutional shares of Municipal Fund as
part of the transaction.
[ ] The basis of Institutional shares of Municipal Fund received by
Tax Free Fund shareholders in the transaction will be the same as
the basis of the shares of beneficial interest of Tax Free Fund
surrendered in exchange therefor.
[ ] The tax holding period of the class of Institutional shares of
Municipal Fund received by Tax Free Fund shareholders will
include, for each shareholder, the tax holding period for the
shares of beneficial interest of Tax Free Fund surrendered in
exchange therefor, provided that Tax Free Fund shares were held as
capital assets on the date of the exchange.
As Municipal Fund shareholders, former Tax Free Fund shareholders will become
liable for taxes payable on their proportionate share of any taxable income and
capital gains recognized by Municipal Fund. These may include not only taxable
income and gains recognized after the reorganization, but also taxable income
and capital gains recognized but not distributed prior to the reorganization and
taxable income and capital gains attributable to pre-reorganization periods but
not recognized until after the reorganization.
Reasons for the Proposed Reorganization
The Board of Trustees of Tax Free Fund believes that the proposed reorganization
will be advantageous to the shareholders of Tax Free Fund for several reasons.
The Board of Trustees considered the following matters, among others, in
approving the reorganization at a meeting held on September 8, 1999.
Overlapping Investment Strategy and Market Niche. Tax Free Fund and Municipal
Fund have significantly similar investment objectives and investment strategies.
In addition, the portfolios of both Funds have a
<PAGE>
generally similar average maturity and duration, as well as comparable credit
ratings. Due to the acquisition of BT by Deutsche Bank AG on June 4, 1999, the
same sales force is now marketing both Funds. Because of the confusion that
might be caused by offering clients competing intermediate-duration municipal
bond Funds, it is not advantageous to operate and market the Tax Free Fund
separately from the Municipal Fund.
Greater Diversification. As described further below, the Municipal Fund is
significantly larger than the Tax Free 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 fund creates a larger asset base,
Municipal Fund's investment portfolio can achieve greater diversification after
the reorganization than is currently possible for both Funds and particularly
the significantly smaller Tax Free 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.
Investment Performance. Municipal Fund Institutional shares received in the
reorganization will provide Tax Free Fund's shareholders with substantially the
same investment advantages as they currently have at a comparable level of risk.
Tax Free Fund's Board of Trustees also considered the performance history of
each Fund, which is shown in the table below. For the comparable periods since
Municipal Fund's inception date of December 13, 1991, Municipal Fund
Institutional Class has outperformed Tax Free Fund. 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.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS(1)
--------------------------------------- ------------------------------------- -------------------------------------
For the Period Ending Municipal Fund Tax Free Fund
March 31, 2000 Institutional Shares
(Inception 12/13/91) (Inception 07/20/92)
--------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
1 year 0.03% (0.23)%
--------------------------------------- ------------------------------------- -------------------------------------
3 years 4.65% 4.47%
--------------------------------------- ------------------------------------- -------------------------------------
5 years 5.54% 4.83%
--------------------------------------- ------------------------------------- -------------------------------------
Inception 7.08% 4.80%
--------------------------------------- ------------------------------------- -------------------------------------
</TABLE>
(1) Past performance offers no indication of how the Fund will perform in the
future.
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 Tax Free Fund. Both Funds incur substantial costs for
accounting, legal, transfer agency services, insurance, and custodial and
administrative services. As shown in the Fees and Expenses table, the Total
Annual Fund Operating Expenses of Municipal Fund Institutional shares are lower
than the total for the Tax Free Fund, both on a gross and net basis.
Benefits to Municipal Fund. The Board of Trustees of Municipal Fund considered
at a meeting held on August 19, 1999, that the reorganization presents an
excellent opportunity for Municipal 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 Municipal Fund and its shareholders.
<PAGE>
Benefits to Advisers and Other Service Providers. The Board of Trustees of each
Fund considered that the Fund's advisers, administrators and distributors might
also benefit from the reorganization. For example, the advisers and
administrators might function more efficiently and therefore realize cost
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 Tax Free Fund whose shares are
represented by one or more share certificates should, before the reorganization
date, either surrender their certificates to Tax Free Fund or deliver to Tax
Free Fund a lost certificate affidavit, in the form and accompanied by any
surety bonds that Tax Free Fund may require (collectively, an "Affidavit"). On
the reorganization date, all certificates that have not been surrendered to Tax
Free Fund will be cancelled, will no longer evidence ownership of Tax Free
Fund's shares and, if not otherwise surrendered, will evidence ownership of
Municipal Fund Institutional shares. Shareholders may not redeem or transfer
Municipal Fund Institutional shares received in the reorganization until they
have surrendered their Tax Free Fund share certificates or delivered an
Affidavit. Municipal Fund will not issue share certificates in the
reorganization.
Conditions to Closing the Reorganization. The obligation of Tax Free Fund to
consummate the reorganization is subject to the satisfaction of certain
conditions, including the performance by Municipal Fund of all its obligations
under the Agreement and the receipt of an officers' certificate from Municipal
Fund (see Agreement, paragraphs 6 and 7).
The obligation of Municipal Fund to consummate the reorganization is also
subject to the satisfaction of certain conditions under the Agreement including
Tax Free Fund having distributed to its shareholders for its taxable year ending
on the closing date of the Reorganization: (1) all of its investment company
taxable income (prior to reduction by any dividends paid deduction); (2) all of
its net capital gain, after reduction by any capital loss carry forward; and (3)
all of the excess of (i) its interest income excludable from federal gross
income over (ii) the related deductions disallowed under the Code (see
Agreement, paragraphs 6 and 7).
The obligations of both Funds are subject to, among other things, the approval
of the Agreement by the necessary vote of the outstanding shares of Tax Free
Fund, in accordance with the provisions of Tax Free 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 for the Municipal Fund as to the federal income tax consequences of the
reorganization.
Termination of Agreement. Tax Free Fund or Municipal Fund may mutually agree to
terminate the Agreement (even if the shareholders of Tax Free Fund have already
approved it) at any time before the reorganization date. Either Fund may also
terminate the Agreement if the other Fund has materially 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. Each fund will bear its own expenses in
connection with the reorganization.
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of each Fund as of March 31,
2000 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 0.969 Municipal Fund Institutional shares being issued
for each share of Tax Free Fund. If the reorganization is consummated as
proposed, the actual exchange ratios on the reorganization date may vary from
the exchange ratios indicated due to changes in any of a number of factors,
including:
[ ] The market value of the portfolio securities of both Municipal Fund and
Tax Free Fund between March 31, 2000 and the reorganization date.
[ ] Changes in the amount of undistributed net investment income and net
realized capital gains of Municipal Fund and Tax Free Fund during that
period resulting from income and distributions.
[ ] Changes in the accrued liabilities of Municipal Fund and Tax Free Fund
during the same period.
<TABLE>
<CAPTION>
------------------------------- ----------------------- --------------------------- -------------------------------
Municipal Fund
Capitalization as Tax Free Fund Municipal Fund Pro Forma Combined(1)
of March 31, 2000 Institutional Class Institutional Class
------------------------------- ----------------------- --------------------------- -------------------------------
<S> <C> <C> <C>
Net assets $19,252,541 $474,092,667 $493,345,208
------------------------------- ----------------------- --------------------------- -------------------------------
Net asset value per share $10.34 $10.67 $10.67
------------------------------- ----------------------- --------------------------- -------------------------------
Shares outstanding 1,862,775 44,428,225 46,232,587
------------------------------- ----------------------- --------------------------- -------------------------------
</TABLE>
(1) If the reorganization had taken place on March 31, 2000 Tax Free Fund would
have received 1,804,362 Institutional shares of Municipal Fund, which would have
been available for distribution to the shareholders of Tax Free Fund.
It is impossible to predict how many Institutional shares of Municipal Fund will
actually be received and distributed by Tax Free Fund on the reorganization
date. The table should not be relied upon to determine the amount of Municipal
Fund Institutional shares that will actually be received and distributed.
COMPARISON OF BUSINESS TRUSTS UNDER DELAWARE AND MASSACHUSETTS LAW
Tax Free Fund is organized as a Massachusetts business trust. Municipal 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 Tax Free Fund) may, under certain
circumstances, be personally 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, which is another
potential, although remote, risk in the case of multiple series of a
Massachusetts business trust. While it is frequently assumed that a series of a
Massachusetts business trust will be liable only for its own obligations, there
is no direct statutory or judicial support for that position.
<PAGE>
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. 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. 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 that involves intentional
misconduct or a knowing violation of law or any transaction from which such
trustee derives an improper direct or indirect financial benefit.
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.
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
--------------------------------------- ---------------------------------------------------------------------------
Municipal Fund Tax Free Fund
--------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
Risk/return summary Overview of Municipal Bond Overview of Intermediate Tax Free
--------------------------------------- ---------------------------------------------------------------------------
Investment objectives/goals Goal
--------------------------------------- ---------------------------------------------------------------------------
Principal investment strategies Core Strategy, Investment Policies and Strategies
--------------------------------------- ---------------------------------------------------------------------------
Principal risks of investing in the Principal Risks of Investing in the Fund, Who Should Consider Investing
Funds: narrative disclosure in the Fund
--------------------------------------- ---------------------------------------------------------------------------
Principal risks of investing in the Total Returns, After Fees and Expenses
Funds: risk/return bar chart and table
--------------------------------------- ---------------------------------------------------------------------------
Fee table Annual Fund Operating Expenses
--------------------------------------- ---------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------- ---------------------------------------------------------------------------
Type of Information Headings in Prospectuses
--------------------------------------- ---------------------------------------------------------------------------
Municipal Fund Tax Free Fund
--------------------------------------- ------------------------------------- -------------------------------------
<S> <C> <C>
Body of prospectus A Detailed Look at Municipal Bond A Detailed Look at Intermediate Tax
Free
--------------------------------------- ------------------------------------- -------------------------------------
Investment objectives, principal Objective, Strategy, Principal Objective, Strategy, Principal
investment strategies and related Investments, Investment Process, Investments, Investment Process,
risks Other Investments and Risks Risks
--------------------------------------- ---------------------------------------------------------------------------
Management: investment Management of the Fund
Adviser and portfolio manager
--------------------------------------- ---------------------------------------------------------------------------
Shareholder information: Calculating the Fund's Share Price
Pricing of Fund shares
--------------------------------------- ---------------------------------------------------------------------------
Shareholder information: Buying and Selling Fund Shares
Purchase of Fund shares
---------------------------------------
Shareholder information:
Redemption of Fund shares
--------------------------------------- ---------------------------------------------------------------------------
Shareholder information: Dividends and Distributions, Tax Considerations
Dividends and distributions; tax
consequences
--------------------------------------- ---------------------------------------------------------------------------
Financial highlights Financial Highlights
Information
--------------------------------------- ---------------------------------------------------------------------------
</TABLE>
BOARDS' EVALUATION AND RECOMMENDATION
For the reasons described above, the Board of Trustees of Tax Free Fund,
including the trustees who are not "interested persons" of either Fund or any of
their advisers ("Independent Trustees"), unanimously approved the reorganization
at a meeting held on September 8, 1999. In particular, the Trustees determined
that the reorganization was in the best interests of Tax Free Fund and that the
interests of Tax Free Fund's shareholders would not be diluted as a result of
the reorganization. Similarly, the Board of Trustees of Municipal Fund,
including the Independent Trustees, unanimously approved the reorganization at a
meeting held on August 19, 1999. The Trustees also determined that the
reorganization was in the best interests of Municipal Fund and that the
interests of Municipal Fund's shareholders would not be diluted as a result of
the reorganization.
------------------------------------------------------------------------------
Therefore, after careful consideration, the Board of Trustees of Tax Free
Fund, including the Independent Trustees, recommends that the shareholders of
Tax Free Fund vote "FOR" the proposal to approve the Agreement and Plan of
Reorganization.
------------------------------------------------------------------------------
VOTING RIGHTS AND REQUIRED VOTE
Each share of Tax Free 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 Tax Free Fund outstanding and entitled to vote. For this
purpose, a majority of the outstanding shares of Tax Free 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 outstanding shares of Tax Free Fund are represented in person or
by proxy, or
(2) more than 50% of the outstanding shares of Tax Free Fund.
Shares of Tax Free Fund represented in person or by proxy, including shares that
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 indicate on
the
<PAGE>
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.
BT will vote any shares in accounts as to which it has investment authority, for
which it is the owner of record but does not have investment discretion and
shares in any other accounts as to which BT is the agent of record, which are
not otherwise represented in person or by proxy at the Meeting. These shares
will be voted by BT for, against, or abstaining, in the same proportion as the
votes cast by holders of all shares in the Tax Free Fund otherwise represented
at the Meeting. This practice is commonly referred to as "mirror" or "echo"
voting.
If the required approval of shareholders is not obtained, Tax Free Fund will
continue to engage in business as a separate mutual fund and the Board of
Trustees will consider what further action, if any, 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 Tax Free Fund or by personnel of Shareholder Communications
Corporation or BT or ICC Distributors, Inc., the distributor of Tax Free Fund's
shares.
Revoking Proxies
A Tax Free 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 Tax Free 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 Tax Free Fund
at the Meeting at any time before the proxy is voted.
Simply attending the Meeting without voting, however, will not revoke a
previously executed and returned proxy.
Outstanding Shares and Quorum
As of June 2, 2000, xxx,xxx.xxx shares of Tax Free Fund were outstanding. Only
shareholders of record on June 2, 2000 (the "record date") are entitled to
notice of and to vote at the Meeting and any adjournments thereof. A majority of
the outstanding shares of Tax Free Fund that are entitled to vote will be
considered a quorum for the transaction of business.
Other Business
Tax Free 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
<PAGE>
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 Tax Free Fund's shares present in
person or by proxy 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
Tax Free 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 June 2, 2000, the following persons owned,
of record or beneficially, 5% or more of the outstanding shares of Tax Free Fund
and Municipal Fund (before the reorganization) and would own (after the
reorganization), 5% or more of the shares of Municipal Fund.
<TABLE>
<CAPTION>
--------------------------------------- ------------------- ---------------------------- --------------------------
Names and Addresses of Owners of More Tax Free Fund Municipal Fund Municipal Fund
Than 5% of Shares Institutional Shares Institutional Shares
(before reorganization) (after reorganization)
--------------------------------------- ------------------- ---------------------------- --------------------------
<S> <C> <C> <C>
--------------------------------------- ------------------- ---------------------------- --------------------------
--------------------------------------- ------------------- ---------------------------- --------------------------
--------------------------------------- ------------------- ---------------------------- --------------------------
--------------------------------------- ------------------- ---------------------------- --------------------------
--------------------------------------- ------------------- ---------------------------- --------------------------
--------------------------------------- ------------------- ---------------------------- --------------------------
--------------------------------------- ------------------- ---------------------------- --------------------------
--------------------------------------- ------------------- ---------------------------- --------------------------
--------------------------------------- ------------------- ---------------------------- --------------------------
</TABLE>
As of June 2, 2000, the table reflects pro forma exchange ratios of
approximately x.x Municipal Fund Institutional shares being issued for each
share of Tax Free 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 June 2, 2000, the Trustees and Officers of Tax Free Fund and Municipal
Fund, each as a group, owned in the aggregate less than 1% of the outstanding
shares of their respective Funds.
<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, as amended and
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission" ). 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 Commission at 450 Fifth Street,
NW, 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 e-mail at [email protected], or by writing the Public Reference
Branch, Office of Consumer Affairs and Information Services of the Commission at
450 Fifth Street, NW, Washington, D.C. 20549-0102. For information on the Public
Reference Section, call the Commission at 1-202-942-8090. In addition, copies of
these documents may be viewed on-screen or downloaded from the EDGAR Database on
the Commission's Internet site at http://www.sec.gov.
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this ____th day of __________, 2000, among (i) Morgan Grenfell Investment
Trust (the "Morgan Grenfell Trust"), a business trust organized under the laws
of the State of Delaware with its principal place of business at One South
Street, Baltimore, Maryland 21202, on behalf of Municipal Bond (the "Acquiring
Fund"), a series of the Morgan Grenfell Trust, and (ii) BT Investment Funds (the
"BT Trust"), a business trust organized under the laws of the Commonwealth of
Massachusetts with its principal place of business at One South Street,
Baltimore, Maryland 21202, on behalf of Intermediate Tax Free Fund (the
"Acquired Fund"), a series of the BT Trust.
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368 of the United States Internal
Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of (i) the transfer of all of the assets of the
Acquired Fund to the Acquiring Fund in exchange for (a) the issuance of
Institutional Class shares of beneficial interest of the Acquiring Fund
(collectively, the "Acquiring Fund Shares" and each, an "Acquiring Fund Share")
to the Acquired Fund, and (b) the assumption by the Acquiring Fund of certain
scheduled liabilities of the Acquired Fund, and (ii) the distribution by the
Acquired Fund, on the Closing Date herein referred to or as soon thereafter as
conveniently practicable, of the Acquiring Fund Shares to the shareholders of
the Acquired Fund in liquidation of the Acquired Fund and the termination of the
Acquired Fund, all upon the terms and conditions hereinafter set forth in this
Agreement.
WHEREAS, the Reorganization is intended to qualify as a reorganization
within the meaning of Section 368(a) of the Code;
WHEREAS, the Morgan Grenfell Trust and the BT Trust are each registered
open-end management investment companies, and the Acquired Fund owns securities
that generally are assets of the character in which the Acquiring Fund is
permitted to invest;
WHEREAS, the Acquiring Fund is authorized to issue shares of beneficial
interest;
WHEREAS, the Board of Trustees of the Morgan Grenfell Trust has
determined that the exchange of all of the assets of the Acquired Fund for
shares of the Acquiring Fund Shares and the assumption by the Acquiring Fund of
certain liabilities of the Acquired Fund is in the best interests of the
Acquiring Fund shareholders and that the interests of the existing shareholders
of the Acquiring Fund would not be diluted as a result of this transaction;
WHEREAS, the Board of Trustees of the BT Trust has determined that the
exchange of all of the assets of the Acquired Fund for shares of the Acquiring
Fund Shares and the assumption by Acquiring Fund of certain liabilities of the
Acquired Fund is in the best interests of the Acquired Fund shareholders and
that the interests of the existing shareholders of the Acquired Fund would not
be diluted as a result of this transaction.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE
INSTITUTIONAL CLASS SHARES OF THE ACQUIRING FUND AND ASSUMPTION OF THE
ACQUIRED FUND'S SCHEDULED LIABILITIES AND LIQUIDATION AND TERMINATION
OF THE ACQUIRED FUND.
1.1. Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Acquired Fund
agrees to transfer all of its assets to Acquiring Fund as set forth in paragraph
1.2 to the Acquiring Fund free and clear of all liens and encumbrances, and the
Acquiring Fund agrees in exchange therefor: (a) to issue and deliver to the
Acquired Fund the number of
<PAGE>
Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined by
dividing the value of the Acquired Fund's net assets transferred to Acquiring
Fund, computed in the manner and as of the time and date set forth in paragraph
2.1, by the net asset value of one Acquiring Fund Share, computed in the manner
as of the time and date set forth in paragraph 2.2; and (b) to assume certain
scheduled liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such
transactions shall take place at the closing provided for in paragraph 3.1 (the
"Closing").
1.2. (a) The assets of the Acquired Fund to be acquired by the
Acquiring Fund shall consist of all of its property, including, without
limitation, all goodwill, all interests in the name of the Acquired Fund, all
other intangible property and all books and records of the Acquired Fund.
(b) The Acquired Fund has provided the Acquiring Fund with a
list of all of the Acquired Fund's assets as of the date of execution of this
Agreement. The Acquired Fund reserves the right to sell any of these securities
in the ordinary course of its business (except to the extent sales may be
limited by representations made in connection with the issuance of the tax
opinion described in paragraph 7.6 hereof) but will not, without the prior
approval of the Acquiring Fund, acquire any additional securities other than
securities of the type in which the Acquiring Fund is permitted to invest.
1.3. The Acquired Fund will endeavor to discharge all the Acquired
Fund's known liabilities and obligations prior to the Closing Date. The
Acquiring Fund shall assume all liabilities, expenses, costs, charges and
reserves reflected on an unaudited Statement of Assets and Liabilities of the
Acquired Fund prepared by Bankers Trust Company, as administrator of the
Acquired Fund, as of the Valuation Date, in accordance with generally accepted
accounting principles consistently applied from the prior audited period. The
Acquiring Fund shall assume only those liabilities of the Acquired Fund
reflected in that unaudited Statement of Assets and Liabilities and shall not
assume any other liabilities, whether absolute or contingent, not reflected
thereon.
1.4. On the Closing Date or as soon thereafter as is conveniently
practicable (the "Liquidation Date"), the Acquired Fund will liquidate and
distribute pro rata to the Acquired Fund's shareholders of record determined as
of the close of business on the Closing Date (the "Acquired Fund Shareholders"),
the Acquiring Fund Shares it receives pursuant to paragraph 1.1. Such
liquidation and distribution will be accomplished by the transfer of the
Acquiring Fund Shares then credited to the account of the Acquired Fund on the
books of the Acquiring Fund to open accounts on the share records of the
Acquiring Fund in the names of the Acquired Fund's shareholders and representing
the respective pro rata number of the Acquiring Fund Shares due such
shareholders. All issued and outstanding shares of the Acquired Fund will
simultaneously be cancelled on the books of the Acquired Fund, although share
certificates representing interests in the Acquired Fund will represent a number
of Acquiring Fund Shares after the Closing Date as determined in accordance with
paragraph 1.1. The Acquiring Fund shall not issue certificates representing the
Acquiring Fund Shares in connection with such exchange.
1.5. Ownership of Acquiring Fund Shares will be shown on the books of
the Acquiring Fund's transfer agent. The Acquiring Fund Shares will be issued in
the manner described in the Acquiring Fund's current prospectus and statement of
additional information.
1.6. Any transfer taxes payable upon issuance of the Acquiring Fund
Shares in a name other than the registered holder of the Acquired Fund shares on
the books of the Acquired Fund as of that time shall, as a condition of such
issuance and transfer, be paid by the person to whom such Acquiring Fund Shares
are to be issued and transferred.
1.7. Any reporting responsibility of the Acquired Fund is and shall
remain the responsibility of the Acquired Fund up to and including the Closing
Date and such later date on which the Acquired Fund is terminated.
1.8. The Acquired Fund shall, following the Closing Date and the making
of all distributions pursuant to paragraph 1.4, be terminated under the laws of
the Commonwealth of Massachusetts and in
<PAGE>
accordance with its governing documents.
2. VALUATION
2.1. The value of the assets of the Acquired Fund to be transferred,
and liabilities of the Acquired Fund to be assumed, hereunder shall be the value
of such assets computed as of the close of regular trading on the New York Stock
Exchange, Inc. (the "NYSE") on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures set
forth in the then current prospectus or statement of additional information of
the Acquiring Fund.
2.2. The net asset value of the Acquiring Fund Shares shall be the
value computed as of the close of regular trading on the NYSE on the Valuation
Date, using the valuation procedures set forth in the then current prospectus or
statement of additional information of the Acquiring Fund.
2.3. All computations of value shall be made by Brown Brothers Harriman
& Co. in accordance with its regular practice as pricing agent for the Acquiring
Fund.
3. CLOSING AND CLOSING DATE
3.1. The Closing Date shall be ________________, 2000, or such later
date as the parties may agree to in writing. All acts taking place at the
Closing shall be deemed to take place simultaneously as of the close of business
on the Closing Date unless otherwise provided. The Closing shall be held as of
5:00 p.m. at the offices of Deutsche Asset Management, One South Street,
Baltimore, Maryland 21202, or at such other time and/or place as the parties may
agree.
3.2. The custodian for the Acquired Fund (the "Custodian") shall
deliver at the Closing a certificate of an authorized officer stating that: (a)
the Acquired Fund's assets have been delivered in proper form to the Acquiring
Fund on the Closing Date and (b) all necessary transfer taxes including all
applicable federal and state stock transfer stamps, if any, shall have been
paid, or provision for payment shall have been made, in conjunction with the
delivery of portfolio securities.
3.3. In the event that on the Valuation Date (a) the NYSE or another
primary trading market for portfolio securities of the BT Investment Portfolios
shall be closed to trading or trading thereon shall be restricted or (b) trading
or the reporting of trading on the NYSE or elsewhere shall be disrupted so that
accurate appraisal of the value of the net assets of the parties hereto is
impracticable, the Closing Date shall be postponed until the first business day
after the day when trading shall have been fully resumed and reporting shall
have been restored.
3.4. The Acquired Fund shall deliver to the Acquiring Fund at the
Closing a list of the names, addresses, taxpayer identification numbers and
backup withholding and nonresident alien withholding status of the Acquired Fund
Shareholders and the number and percentage ownership of outstanding full and
fractional shares owned by each such shareholder immediately prior to the
Closing, certified on behalf of the Acquired Fund by the President or a Vice
President of the BT Trust. The Acquiring Fund shall issue and deliver a
confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired
Fund's account on the Closing Date to the Secretary of the BT Trust on behalf of
the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that
such Acquiring Fund Shares have been credited to the Acquired Fund's account on
the books of the Acquiring Fund. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, share certificates, if any,
receipts or other documents as such other party or its counsel may reasonably
request.
4. REPRESENTATIONS AND WARRANTIES
4.1. The BT Trust and the Acquired Fund represent and warrant to the
Morgan Grenfell Trust and the Acquiring Fund as follows:
<PAGE>
(a) The Acquired Fund is a series of the BT Trust, which is a
business trust, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to own all of its properties and
assets and, subject to approval by the shareholders of the Acquired Fund, to
perform its obligations under this Agreement. The Acquired Fund is not required
to qualify to do business in any jurisdiction in which it is not so qualified or
where failure to qualify would not subject it to any material liability or
disability. The Acquired Fund has all necessary federal, state and local
authorizations to own all of its properties and assets and to carry on its
business as now being conducted;
(b) The BT Trust is a registered open-end management
investment company, and its registration with the Securities and Exchange
Commission (the "Commission") as an investment company under the Investment
Company Act of 1940 (the "1940 Act") is in full force and effect;
(c) The BT Trust is not, and the execution, delivery and
performance of this Agreement with respect to the Acquired Fund will not result,
in a material violation of its Declaration of Trust or By-laws or of any
agreement, indenture, instrument, contract, lease or other undertaking with
respect to the Acquired Fund to which the BT Trust is a party or by which it is
bound;
(d) The BT Trust has no material contracts or other
commitments (other than this Agreement) with respect to the Acquired Fund which
will be terminated with liability to the BT Trust or to the Acquired Fund prior
to the Closing Date;
(e) No material litigation or administrative proceeding or
investigation of the same, before any court or governmental body, is presently
pending or, to its knowledge, threatened against the BT Trust with respect to
the Acquired Fund or any of the Acquired Fund's properties or assets, except as
previously disclosed in writing to, and acknowledged in writing by, the
Acquiring Fund. The BT Trust and the Acquired Fund know of no facts which might
form the basis for the institution of such proceedings and neither the BT Trust
nor the Acquired Fund is a party to or subject to the provisions of any order,
decree or judgment of any court or governmental body which materially and
adversely affects the Acquired Fund's business or the BT Trust's ability to
consummate the transactions herein contemplated;
(f) The Statement of Assets and Liabilities of the Acquired
Fund as of September 30, 1999, has been audited by [], independent certified
public accountants, and is in accordance with generally accepted accounting
principles consistently applied, and such statement (copies of which have been
furnished to each of the other parties hereto) fairly reflects the financial
condition of the Acquired Fund as of such date, and there are no known
contingent liabilities of the Acquired Fund as of such date not disclosed
therein;
(g) Since September 30, 1999, there has not been any material
adverse change in the Acquired Fund's financial condition, assets, liabilities
or business other than changes occurring in the ordinary course of business, or
any incurrence by the Acquired Fund of indebtedness maturing more than one year
from the date that such indebtedness was incurred, except as otherwise disclosed
to and accepted by each of the other parties hereto. For the purposes of this
subparagraph (g), a decline in net asset value per share of the Acquired Fund
shall not constitute a material adverse change;
(h) At the Closing Date, all federal and other tax returns and
reports of the Acquired Fund required by law then to have been filed by such
dates shall have been timely filed, and all federal and other taxes (whether or
not shown as due on such returns and reports) shall have been paid so far as
due, or provision shall have been made for the payment thereof and, to the best
of the Acquired Fund's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns;
(i) For each taxable year of its operation, the Acquired Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and has elected to be treated as
such and will qualify and be treated as such for its final taxable year ending
on the Closing Date;
<PAGE>
(j) For each taxable year of its operation, the Acquired Fund
has met the requirements of Section 851(g) of the Code for qualification and
treatment as a separate corporation and will qualify and be treated as such for
its final taxable year ending on the Closing Date;
(k) All issued and outstanding shares of the Acquired Fund
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable. All of the issued and outstanding shares of the
Acquired Fund will, at the time of Closing, be held by the persons and in the
amounts set forth in the records of the transfer agent as provided in paragraph
3.4. The Acquired Fund does not have outstanding any options, warrants or other
rights to subscribe for or purchase any shares of the Acquired Fund, nor is
there outstanding any security convertible into any shares of the Acquired Fund;
(l) At the Closing Date, the BT Trust with respect to the
Acquired Fund will have good and marketable title to the assets to be
transferred to the Acquiring Fund pursuant to paragraph 1.1 and full right,
power and authority to sell, assign, transfer and deliver such assets hereunder
and, upon delivery and payment for such assets, the Acquiring Fund will acquire
good and marketable title thereto, subject to no restrictions on the full
transfer thereof, including such restrictions as might arise under the
Securities Act of 1933, as amended (the "1933 Act"), other than as disclosed in
writing to, and acknowledged in writing by, the Acquiring Fund;
(m) The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action on the part of the BT Trust's
Board of Trustees on behalf of the Acquired Fund, and, subject to the approval
of the Acquired Fund shareholders, assuming due authorization, execution and
delivery by the Morgan Grenfell Trust on behalf of the Acquiring Fund, this
Agreement will constitute a valid and binding obligation of the BT Trust with
respect to the Acquired Fund, enforceable in accordance with its terms, subject
as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights and to general equity
principles;
(n) The information to be furnished by the Acquired Fund for
use in no-action letters, applications for exemptive orders, registration
statements, proxy materials and other documents which may be necessary in
connection with the transactions contemplated hereby shall be accurate and
complete in all material respects and shall comply in all material respects with
federal securities and other laws and regulations thereunder applicable thereto;
(o) The proxy statement of the Acquired Fund (the "Proxy
Statement") to be included in the registration statement on Form N-14 of the
Acquiring Fund (the "Registration Statement") (other than information therein
that relates to the Acquiring Fund and supplied in writing by the Acquiring Fund
for inclusion therein) will, on the effective date of the Registration Statement
and on the Closing Date, not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which such
statements were made, not materially misleading;
(p) No consent, approval, authorization or order of any court
or governmental authority is required for the consummation by the BT Trust on
behalf of the Acquired Fund of the transactions contemplated by this Agreement;
(q) All of the issued and outstanding shares of beneficial
interest of the Acquired Fund have been offered for sale and sold in conformity
with all applicable federal and state securities laws, except as may have been
previously disclosed in writing to the Acquiring Fund; and
(r) The prospectus of the Acquired Fund dated January 31,
2000, and any amendments or supplements thereto, previously furnished to the
Acquiring Fund, does not contain any untrue statements of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which such
statements were made, not materially misleading.
<PAGE>
4.2. The Morgan Grenfell Trust and the Acquiring Fund represent and warrant
to each of the other parties hereto as follows:
(a) The Acquiring Fund is a series of the Morgan Grenfell
Trust, which is a business trust, validly existing and in good standing under
the laws of the State of Delaware and has the power to own all of its properties
and assets and to perform its obligations under this Agreement. The Acquiring
Fund is not required to qualify to do business in any jurisdiction in which it
is not so qualified or where failure to qualify would not subject it to any
material liability or disability. The Acquiring Fund has all necessary federal,
state and local authorizations to own all of its properties and assets and to
carry on its business as now being conducted;
(b) The Morgan Grenfell Trust is a registered open-end
investment company, and its registration with the Commission as an investment
company under the 1940 Act is in full force and effect;
(c) The current prospectus of and statement of additional
information of the Morgan Grenfell Trust conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder and do not include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(d) At the Closing Date, the Morgan Grenfell Trust will have
good and marketable title to the Acquiring Fund's assets;
(e) The Morgan Grenfell Trust is not, and the execution,
delivery and performance of this Agreement on behalf of the Acquiring Fund will
not result, in a material violation of its Declaration of Trust or By-laws or of
any agreement, indenture, instrument, contract, lease or other undertaking with
respect to the Acquiring Fund to which the Morgan Grenfell Trust is a party or
by which it is bound;
(f) No material litigation or administrative proceeding or
investigation of the same, before any court or governmental body is presently
pending or, to the best of its knowledge, threatened against the Morgan Grenfell
Trust with respect to the Acquiring Fund or any of the Acquiring Fund's
properties or assets, except as previously disclosed in writing to, and
acknowledged in writing by, the Acquired Fund. The Morgan Grenfell Trust and the
Acquiring Fund know of no facts which might form the basis for the institution
of such proceedings and neither the Morgan Grenfell Trust nor the Acquiring Fund
is a party to or subject to the provisions of any order, decree or judgment of
any court or governmental body which materially and adversely affects the
Acquiring Fund's business or the Morgan Grenfell Trust's ability on behalf of
the Acquiring Fund to consummate the transactions contemplated herein;
(g) The Statement of Assets and Liabilities of the Acquiring
Fund as of October 31, 1999, has been audited by [ ], independent certified
public accountants, and is in accordance with generally accepted accounting
principles consistently applied, and such statement (copies of which have been
furnished to each of the other parties hereto) fairly reflects the financial
condition of the Acquiring Fund as of such date, and there are no known
contingent liabilities of the Acquiring Fund as of such date not disclosed
therein;
(h) Since October 31,1999, there has not been any material
adverse change in the Acquiring Fund's financial condition, assets, liabilities
or business other than changes occurring in the ordinary course of business, or
any incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date that such indebtedness was incurred, except as otherwise disclosed
to and accepted by the Acquired Fund. For the purposes of this subparagraph (h),
a decline in net asset value per share of the Acquiring Fund shall not
constitute a material adverse change;
(i) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund required by law then to have been filed by such
dates shall have been timely filed, and all federal and
<PAGE>
other taxes (whether or not shown as due on such returns and reports) shall have
been paid so far as due, or provision shall have been made for the payment
thereof and, to the best of the Acquiring Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to such
returns;
(j) For each taxable year of its operations, the Acquiring
Fund has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and has elected to be treated as
such and will qualify as such on the Closing Date;
(k) For each taxable year of its operation, the Acquiring Fund
has met the requirements of Section 851(g) of the Code for qualification and
treatment as a separate corporation and will qualify and be treated as such on
the Closing Date;
(l) At the date hereof, all issued and outstanding shares of
the Acquiring Fund are, and at the Closing Date will be, duly and validly issued
and outstanding, fully paid and non-assessable. The Acquiring Fund does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any shares of the Acquiring Fund, nor is there outstanding any security
convertible into shares of the Acquiring Fund;
(m) The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action, if any, on the part of the
Morgan Grenfell Trust's Board of Trustees on behalf of the Acquiring Fund, and,
assuming due authorization, execution and delivery by the BT Trust on behalf of
the Acquired Fund, this Agreement will constitute a valid and binding obligation
of the Morgan Grenfell Trust on behalf of the Acquiring Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights and to general equity principles;
(n) The Acquiring Fund Shares to be issued and delivered to
the Acquired Fund, for the account of the Acquired Fund shareholders, pursuant
to the terms of this Agreement, will at the Closing Date have been duly
authorized and, when so issued and delivered, will be duly and validly issued
Acquiring Fund Shares and will be fully paid and non-assessable;
(o) The information to be furnished by the Acquiring Fund for
use in no-action letters, applications for exemptive orders, registration
statements, proxy materials and other documents which may be necessary in
connection with the transactions contemplated hereby shall be accurate and
complete in all material respects and shall comply in all material respects with
federal securities and other laws and regulations applicable thereto;
(p) The information contained in the Proxy Statement and in
the Registration Statement (only insofar as it relates to the Acquiring Fund)
will, on the effective date of the Registration Statement and on the Closing
Date, not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which such statements were made,
not materially misleading; and
(q) The Morgan Grenfell Trust, on behalf of the Acquiring
Fund, agrees to use all reasonable efforts to obtain the approvals and
authorizations required by the 1933 Act, the 1940 Act and such of the state Blue
Sky or securities laws as it may deem appropriate in order to continue the
Acquiring Fund's operations after the Closing Date.
5. COVENANTS OF EACH OF THE PARTIES
5.1. The BT Trust, on behalf of the Acquired Fund, will operate its
business in the ordinary course between the date hereof and the Closing Date. It
is understood that such ordinary course of business will include the declaration
and payment of customary dividends and distributions and any other dividends and
distributions necessary or advisable (except to the extent distributions that
are not customary may be
<PAGE>
limited by representations made in connection with the issuance of the tax
opinion described in paragraph 7.6 hereof), in each case payable either in cash
or in additional shares.
5.2. The Morgan Grenfell Trust, on behalf of the Acquiring Fund, will
operate its business in the ordinary course between the date hereof and the
Closing Date. It is understood that such ordinary course of business will
include the declaration and payment of customary dividends and distributions and
any other dividends and distributions necessary or advisable, in each case
payable either in cash or in additional shares.
5.3. The BT Trust will call a meeting of the Acquired Fund's
shareholders to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
5.4. The Acquired Fund covenants that the Acquiring Fund Shares to be
issued hereunder are not being acquired for the purpose of making any
distribution thereof other than in accordance with the terms of this Agreement.
5.5. The Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the beneficial
ownership of the Acquired Fund's shares.
5.6. Subject to the provisions of this Agreement, the BT Trust, on
behalf of the Acquired Fund, and the Morgan Grenfell Trust, on behalf of the
Acquiring Fund, each will take, or cause to be taken, all action, and do or
cause to be done, all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.
5.7. The Acquired Fund shall furnish to the Acquiring Fund on the
Closing Date the Statement of Assets and Liabilities of the Acquired Fund as of
the Closing Date, which statement shall be prepared in accordance with generally
accepted accounting principles consistently applied and shall be certified by
the BT Trust's Treasurer or Assistant Treasurer. As promptly as practicable, but
in any case within 60 days after the Closing Date, the Acquired Fund shall
furnish to the Acquiring Fund, in such form as is reasonably satisfactory to the
Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for
federal income tax purposes, and of any capital loss carryovers and other items
that will be carried over to the Acquiring Fund as a result of Section 381 or
any other provision of the Code, and which statement will be certified by the
Treasurer of the BT Trust.
5.8. The Acquired Fund will provide the Acquiring Fund with information
reasonably necessary for the preparation of a prospectus (the "Prospectus"),
which will include the Proxy Statement, referred to in paragraph 4.1(n), all to
be included in the Registration Statement, in compliance with the 1933 Act, the
Securities Exchange Act of 1934 (the "1934 Act"), and the 1940 Act in connection
with the meeting of the Acquired Fund's shareholders to consider approval of
this Agreement and the transactions contemplated herein.
5.9 The Acquired Fund and the Acquiring Fund shall each use its
reasonable efforts to cause the Reorganization to be treated as a reorganization
within the meaning of Section 368(a) of the Code.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND AND THE
ACQUIRING FUND (collectively, the "MERGING FUNDS" and individually,
the "MERGING FUND")
The obligations of the Merging Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by
each of the Merging Funds of all of the obligations to be performed by it
hereunder on or before the Closing Date and, in addition thereto, the following
further conditions:
6.1. All representations and warranties made in this Agreement by or on
behalf of the
<PAGE>
Merging Funds shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if made
on and as of the Closing Date;
6.2. The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities showing the federal tax
basis and holding periods as of the Closing Date, certified by BT Trust's
Treasurer or Assistant Treasurer on behalf of the Acquired Fund;
6.3. The BT Trust, on behalf of the Acquired Fund, shall have delivered
to the Acquiring Fund on the Closing Date a certificate executed in its name by
its President or Vice President and Treasurer or Assistant Treasurer, in form
and substance satisfactory to the Acquiring Fund and dated as of the Closing
Date, to the effect that the representations and warranties made in this
Agreement by or on behalf of the Acquired Fund are true and correct at and as of
the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement;
6.4 The Morgan Grenfell Trust on behalf of the Acquiring Fund shall
have delivered to the Acquired Fund a certificate executed in its name by its
President or Vice President and its Treasurer or Assistant Treasurer, in form
and substance reasonably satisfactory to the Acquired Fund and dated as of the
Closing Date, to the effect that the representations and warranties made in this
Agreement by or on behalf of the Acquiring Fund are true and correct at and as
of the Closing Date, except as they may by affected by the transactions
contemplated by this Agreement.
7. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE PARTIES
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to either party hereto, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
7.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Acquired Fund in accordance with the provisions of the BT Trust's
Declaration of Trust and By-laws and certified copies of the votes evidencing
such approval shall have been delivered to the Acquiring Fund. Notwithstanding
anything herein to the contrary, no party hereto may waive the conditions set
forth in this paragraph 7.1;
7.2 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein;
7.3. All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities, including
"no-action" positions of and exemptive orders from such federal and state
authorities) deemed necessary by either party hereto to permit consummation, in
all material respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order or permit would
not involve a risk of a material adverse effect on the assets or properties of
any party hereto, provided that any party may for itself waive any of such
conditions;
7.4. The Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act;
7.5. The Acquired Fund shall have distributed to its shareholders all
of its investment company taxable income, as defined in Section 852(b)(2) of the
Code (prior to reduction by any dividends paid deduction), and all of its net
capital gain, as such term is used in Section 852(b)(3)(C) of the Code,
<PAGE>
after reduction by any capital loss carry forward, and all of the excess of (1)
its interest income excludable from gross income under Section 103(a) of the
Code over (2) the deductions disallowed under Sections 265 and 171(a)(2) of the
Code, in each case for its taxable year ending on the Closing Date.
7.6. The parties shall have received a written opinion of Hale and Dorr
LLP, addressed to the Morgan Grenfell Trust with respect to the Acquiring Fund
and the BT Trust with respect to the Acquired Fund and satisfactory to Daniel O.
Hirsch, as Secretary of each of the parties, respectively, substantially to the
effect that for federal income tax purposes:
(a) The acquisition by the Acquiring Fund of all of the assets of the
Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to
the Acquired Fund and the assumption of certain scheduled Acquired Fund
liabilities by the Acquiring Fund, followed by the distribution by the Acquired
Fund, in liquidation of the Acquired Fund, of Acquiring Fund Shares to the
shareholders of the Acquired Fund in exchange for their Acquired Fund shares of
beneficial interest and the termination of the Acquired Fund, will constitute a
reorganization within the meaning of Section 368(a) of the Code, and the
Acquired Fund and the Acquiring Fund will each be "a party to a reorganization"
within the meaning of Section 368(b) of the Code;
(b) No gain or loss will be recognized by the Acquired Fund upon (i)
the transfer of all of its assets to the Acquiring Fund solely in exchange for
the issuance of Acquiring Fund Shares to the Acquired Fund and the assumption of
certain scheduled Acquired Fund liabilities by the Acquiring Fund and (ii) the
distribution by the Acquired Fund of such Acquiring Fund Shares to the
shareholders of the Acquired Fund;
(c) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for the issuance
of Acquiring Fund Shares to the Acquired Fund and the assumption of certain
scheduled Acquired Fund liabilities by the Acquiring Fund;
(d) The basis of the assets of the Acquired Fund acquired by the
Acquiring Fund will be, in each instance, the same as the basis of those assets
in the hands of the Acquired Fund immediately prior to the transfer;
(e) The tax holding period of the assets of the Acquired Fund in the
hands of the Acquiring Fund will, in each instance, include the Acquired Fund's
tax holding period for those assets;
(f) The shareholders of the Acquired Fund will not recognize gain or
loss upon the exchange of all of their shares of beneficial interest of the
Acquired Fund solely for Acquiring Fund Shares as part of the transaction;
(g) The basis of the Acquiring Fund Shares received by the Acquired
Fund shareholders in the transaction will be the same as the basis of the shares
of beneficial interest of the Acquired Fund surrendered in exchange therefor;
and
(h) The tax holding period of the Acquiring Fund Shares received by the
Acquired Fund shareholders will include, for each shareholder, the tax holding
period for the shares of beneficial interest of the Acquired Fund surrendered in
exchange therefor, provided that the Acquired Fund shares were held as capital
assets on the date of the exchange.
Notwithstanding anything herein to the contrary, no party hereto may waive in
any material respect the conditions set forth in this paragraph 7.6.
7.7 Each of the Acquiring Fund and the Acquired Fund agrees to make and
provide representations with respect to itself and its shareholders that are
reasonably necessary to enable Hale and Dorr LLP to deliver an opinion
substantially as set forth in paragraph 7.6.
<PAGE>
8. BROKERAGE FEES AND EXPENSES
8.1. Each party hereto represents and warrants to each other party
hereto, that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
8.2 Each party will bear its own expenses in connection with the
transactions.
8.3. Shareholders of each of Acquired Fund and Acquiring Fund will bear
their respective expenses, if any, in connection with the transactions.
9. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
9.1 The parties hereto agree that no party has made any representation,
warranty or covenant not set forth herein or referred to in paragraph 4.1, 4.2
and 5.1 through 5.8 hereof and that this Agreement constitutes the entire
agreement between the parties.
9.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
10. TERMINATION
10.1. This Agreement may be terminated at any time prior to the Closing
Date by: (a) the mutual agreement of the BT Trust on behalf of the Acquired Fund
and the Morgan Grenfell Trust on behalf of the Acquiring Fund; (b) any party
hereto in the event that the other party hereto shall materially breach any
representation, warranty or agreement contained herein to be performed at or
prior to the Closing Date; or (c) a condition herein expressed to be precedent
to the obligations of the terminating party has not been met and it reasonably
appears that it will not or cannot be met.
10.2. In the event of any such termination, there shall be no liability
for damages on the part of any party hereto or their respective Trustees or
officers to any other party, but each shall bear the expenses incurred by it
incidental to the preparation and carrying out of this Agreement.
11. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the BT
Trust on behalf of the Acquired Fund and the Morgan Grenfell Trust on behalf of
the Acquiring Fund; provided, however, that following the meeting of the
Acquired Fund shareholders called by the BT Trust pursuant to paragraph 5.3 of
this Agreement, no such amendment may have the effect of changing the provisions
for determining the number of the Acquiring Fund Shares to be issued to the
Acquired Fund shareholders under this Agreement to the detriment of such
shareholders without their further approval.
12. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the BT Trust on behalf of the
Acquired Fund and the Morgan Grenfell Trust on behalf of the Acquiring Fund at
One South Street, Baltimore, MD 21202.
13. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
13.1. The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
<PAGE>
13.2. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
13.3. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
13.4. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other parties hereto. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm, corporation or other entity, other than the parties hereto and
their respective successors and assigns, any rights or remedies under or by
reason of this Agreement.
13.5. It is expressly agreed that the obligations of the Morgan
Grenfell Trust and the BT Trust shall not be binding upon any of their
respective Trustees, shareholders, nominees, officers, agents or employees
personally, but shall bind only the trust property of the Morgan Grenfell Trust
or the BT Trust, as the case may be, as provided in the trust instruments of the
Morgan Grenfell Trust and the BT Trust, respectively. The execution and delivery
of this Agreement have been authorized by the Trustees of each of the Morgan
Grenfell Trust and the BT Trust, and this Agreement has been executed by
authorized officers of the Morgan Grenfell Trust and the BT Trust on behalf of
the Acquired Fund and the Acquiring Fund, respectively, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officers shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the trust
property of the Morgan Grenfell Trust and the BT Trust, as the case may be, as
provided in the Declarations of Trust of the Morgan Grenfell Trust and the BT
Trust, respectively.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its President or Vice President and attested by its Secretary or
Assistant Secretary.
Attest: BT INVESTMENT FUNDS on behalf of
INTERMEDIATE TAX FREE
By: __________________________ By: __________________________
Name: Daniel O. Hirsch Name: John Y. Keffer
Title: Secretary Title: President
Attest: MORGAN GRENFELL INVESTMENT TRUST
on behalf of MUNICIPAL BOND
By: __________________________ By: __________________________
Name: Daniel O. Hirsch Name: Richard T. Hale
Title: Secretary Title: President
<PAGE>
MUNICIPAL BOND
STATEMENT OF ADDITIONAL INFORMATION
June __, 2000
This statement of additional information is not a prospectus, but expands upon
and supplements the information contained in the prospectus of Municipal Bond,
dated February 28, 2000. This statement of additional information should be read
in conjunction with the prospectus.
Additional copies of the prospectus may be obtained by writing to the Fund at
Deutsche Asset Management Service Center, P.O. Box 219210, Kansas City, MO
641212-9210 or by telephoning the Fund toll free at 1-800-730-1313.
This statement of additional information is accompanied by and incorporates by
reference to the statement of additional information dated February 28, 2000, of
Morgan Grenfell Investment Trust on behalf of seven separate investment
portfolios, including Municipal Bond Fund, and the statement of additional
information dated January 31, 2000 of BT Investment Funds on behalf of the
Intermediate Tax Free Fund. Municipal Bond Fund and Intermediate Tax Free Bond
Fund are referred to collectively as the "Funds".
<PAGE>
ADDITIONAL INFORMATION ABOUT
MUNICIPAL BOND and INTERMEDIATE TAX FREE
The following table shows where in each Fund's statement of additional
information (SAI) you can find additional information about each Fund.
<TABLE>
<CAPTION>
----------------------------------------- ----------------------------------------------------------------------------------
TYPE OF INFORMATION HEADINGS IN SAI
----------------------------------------- ----------------------------------------------------------------------------------
<S> <C> <C>
MORGAN GRENFELL BT INVESTMENT FUNDS
INVESTMENT TRUST SAI dated January 31, 2000
SAI dated February 28, 2000
----------------------------------------- ----------------------------------------------------------------------------------
Fund history ORGANIZATION OF THE TRUST
----------------------------------------- --------------------------------------- ------------------------------------------
Description of each Fund and ADDITIONAL INFORMATION INVESTMENT OBJECTIVES,
its investments, strategies, polices ON FUND INVESTMENTS AND POLICIES AND RESTRICTIONS:
and risks STRATEGIES AND RELATED Investment Objectives
RISKS Investment Policies
Additional Risk Factors
INVESTMENT RESTRICTIONS Investment Restrictions
----------------------------------------- --------------------------------------- ------------------------------------------
Management of the Funds, TRUSTEES AND OFFICERS MANAGEMENT OF THE TRUST
Including the Board of Trustees, AND THE PORTFOLIOS:
Officers and Trustee compensation Trustees of the Trust and Portfolio
Officers of the Trust and Portfolio
Trustee Compensation Table
----------------------------------------- ---------------------------------------
Control persons, principal holders GENERAL INFORMATION
of securities and management ABOUT THE TRUST
ownership
----------------------------------------- --------------------------------------- ------------------------------------------
Investment advisory and other INVESTMENT ADVISORY MANAGEMENT OF THE TRUST
services: investment adviser, AND OTHER SERVICES AND THE PORTFOLIOS:
distributor and other service Investment Adviser
providers SERVICE PLAN Administrator
Distributor
ADDITIONAL INFORMATION Service Agent
Custodian and Transfer Agent
Counsel and Independent
Accountants
----------------------------------------- --------------------------------------- ------------------------------------------
Brokerage allocation and other PORTFOLIO TRANSACTIONS INVESTMENT OBJECTIVES,
Practices POLICIES AND RESTRICTIONS:
Portfolio Transactions and
Brokerage Commissions
----------------------------------------- --------------------------------------- ------------------------------------------
Shares of beneficial interest GENERAL INFORMATION ORGANIZATION OF THE TRUST
ABOUT THE TRUST
----------------------------------------- --------------------------------------- ------------------------------------------
Purchase, redemption and pricing PURCHASE AND REDEMPTION VALUATION OF SECURITIES;
of shares OF SHARES REDEMPTIONS AND PURCHASES IN-KIND:
Purchase of Shares
Redemption of Shares
Redemptions and Purchases In-
Kind
Trading in Foreign Securities
----------------------------------------- --------------------------------------- ------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------- ------------------------------------------------------------------------------------------
TYPE OF INFORMATION HEADINGS IN SAI
-------------------------------------- ------------------------------------------------------------------------------------------
<S> <C> <C>
MORGAN GRENFELL BT INVESTMENT FUNDS
INVESTMENT TRUST SAI dated January 31, 2000
SAI dated February 28, 2000
-------------------------------------- -------------------------------------------- ---------------------------------------------
Taxation of the Funds TAXES TAXATION:
Taxation of the Fund
Distributions
Taxation of the Portfolio
Other Taxation
-------------------------------------- -------------------------------------------- ---------------------------------------------
Calculation of PERFORMANCE INFORMATION PERFORMANCE INFORMATION:
performance data Standard Performance Information
Expenses
Comparison of Fund Performance
Economic and Market Information
-------------------------------------- -------------------------------------------- ---------------------------------------------
Financial statements FINANCIAL STATEMENTS FINANCIAL STATEMENTS
.
-------------------------------------- -------------------------------------------- ---------------------------------------------
</TABLE>
<PAGE>
PART C: OTHER INFORMATION
Item 15. Indemnification
The response to this Item 15 is incorporated by reference to Item 25 of
Post-Effective Amendment No. 23 to the Registrant's Registration Statement on
Form N-1A ("Registration Statement") as filed with the Securities and Exchange
Commission ("SEC") on February 28, 2000.
Item 16. EXHIBITS
Except as noted, the following exhibits are being incorporated by reference
herein. All of the Registration Statements and Post-Effective Amendments are
filed under the Registrant's registration numbers (33-68704 and 811-8006).
(1) Agreement and Declaration of Trust of Registrant dated September 13,
1993, as amended. /1/
(2a) Amended By-Laws of Registrant. /1/
(b) See Articles III, IV, and V of the Agreement and Declaration of Trust
(exhibit (a)) and Article II of the Amended By-Laws (exhibit (b)). /1/
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization filed herewith.
(5) Not Applicable.
(6a) Management Contract dated January 3, 1994, as amended as of April 25,
1994, April 1, 1995 and September 1, 1995, between Deutsche Asset
Management Investment Services Limited (formerly Morgan Grenfell
Investment Services Limited) and Registrant, on behalf of International
Select Equity Fund, Global Equity Fund, European Equity Fund (formerly
European Equity Growth Fund), New Asia Fund, International Small Cap
Equity Fund, Japanese Small Cap Equity Fund, European Small Cap Equity
Fund, Emerging Markets Equity Fund, Global Fixed Income Fund,
International Fixed Income Fund and Emerging Markets Debt Fund. /1/
(b) Management Contract dated as of December 28, 1994 between Deutsche
Asset Management, Inc. (formerly Morgan Grenfell Inc.) and Registrant,
on behalf of Fixed Income Fund and Municipal Bond Fund. /1/
(c) Management Contract dated as of December 28, 1994 between Deutsche
Asset Management, Inc. (formerly Morgan Grenfell Inc.) and Registrant,
on behalf of Large Cap Growth Fund, Smaller Companies Fund, Short-Term
Fixed Income Fund and Short-Term Municipal Bond Fund. /1/
(d) Management Contract between Deutsche Asset Management, Inc. (formerly
Morgan Grenfell Inc. dated August 23, 1996) and Registrant, on behalf
of Micro Cap Fund. /2/
(e) Form of Management Contract between Deutsche Asset Management, Inc.
(formerly Morgan Grenfell Inc.) and Registrant, on behalf of Total
Return Bond Fund and High Yield Bond Fund. /3/
(f) Form of Management Contract between Deutsche Asset Management
Investment Services Limited (formerly Morgan Grenfell Investment
Services Ltd.) and Registrant, on behalf of Core Global Fixed Income
Fund and Emerging Local Currency Debt Fund. /3/
<PAGE>
(g) Form of Management Contract between Deutsche Asset Management, Inc. and
Registrant, on behalf of European Equity Fund. /7/
(h) Form of Subadvisory Contract between Deutsche Asset Management
Investment Services Limited (formerly Morgan Grenfell Investment
Services Ltd.), Deutsche Asset Management Investment, Inc. (formerly
Morgan Grenfell Inc.) and Registrant, on behalf of Total Return Bond
Fund. /4/
(7a) Distribution Agreement dated as of December 30, 1993 between SEI
Financial Services Company and Registrant, on behalf of all of its
series. /5/
(b) Form of Distribution Agreement between ICC Distributors, Inc. and
Registrant, on behalf of all of its series. /7/
(8) Not Applicable.
(9a) Custody Agreement dated as of August 24, 1998 between Brown Brothers
Harriman & Co. and Registrant, on behalf of all of its series. /4/
(b) Administration Agreement dated as of August 27, 1998 between Deutsche
Asset Management, Inc. (formerly Morgan Grenfell Inc.) and Registrant,
on behalf of all of its series. /4/
(c) Transfer Agency Agreement dated as of December 30, 1993 between
Supervised Service Company, Inc. and Registrant. /2/
(d) Transfer Agency Agreement dated as of December 28, 1994 between
Supervised Service Company, Inc. and Registrant. /2/
(e) Accounting Agency Agreement dated as of September 8, 1998 between Brown
Brothers Harriman & Co., Deutsche Asset Management, Inc. (formerly
Morgan Grenfell, Inc.) and Registrant on behalf of all of its series.
/4/
(f) Delegation Agreement dated as of August 24, 1998 between Brown Brothers
Harriman & Co. and Registrant on behalf of International Select Equity
Fund, Global Equity Fund, European Equity Fund, New Asia Fund,
International Small Cap Equity Fund, Japanese Small Cap Equity Fund,
European Small Cap Equity Fund, Morgan Grenfell Emerging Markets Equity
Fund, Core Global Fixed Income Fund, Global Fixed Income Fund,
International Fixed Income Fund, Morgan Grenfell Emerging Markets Debt
and Emerging Local Currency Debt Fund. /4/
(g) Form of Transfer Agency Agreement between Investment Company Capital
Corp. and Registrant, on behalf of each of its series. /7/
(10) Form of Amended Rule 18f-3 Plan. /6/
(11) Opinion of Hale & Dorr LLP in connection with the legality of the
securities being registered filed herewith.
(12) Opinion of Hale & Dorr LLP concerning the tax matters and consequences
to shareholders discussed in the proxy/prospectus. Registrant
undertakes that this will be filed with the definitive
proxy/prospectus.
(13) Share Purchase Agreement dated as of December 29, 1993 between
Registrant and SEI Financial Management Corporation. /6/
(14) Consent of Independent Accounts to be filed with the definitive
documents.
<PAGE>
(15) Not Applicable.
(16) Powers of Attorney. /7/
-----------------------
/1/ Filed as an exhibit to Post-Effective Amendment no. 9 to Registrant's
Registration Statement on February 15, 1996 (accession number
0000950146-96-00221) and incorporated by reference herein.
/2/ Filed as an exhibit to Post-Effective Amendment no. 12 Registrant's
Registration Statement on November 1, 1996 (accession number
0000950146-96-001933) and incorporated by reference herein.
/3/ Filed as an exhibit to Post-Effective Amendment no. 18 Registrant's
Registration Statement on December 12, 1997 (accession number
0000950146-97-001909) and incorporated by reference herein.
/4/ Filed as an exhibit to Post-Effective Amendment no. 20 Registrant's
Registration Statement on December 28, 1998 (accession number
0001047469-98-045270) and incorporated by reference herein.
/5/ Filed as an exhibit to Post-Effective Amendment no. 10 Registrant's
Registration Statement on June 11, 1996 (accession number 0000950146-96-000954)
and incorporated by reference herein.
/6/ Filed as an exhibit to Post-Effective Amendment no. 16 Registrant's
Registration Statement on February 11, 1997 (accession number
0000950146-97-000164) and incorporated by reference herein.
/7/ Filed as an exhibit to Post-Effective Amendment no. 22 Registrant's
Registration Statement on December 23, 1999 (accession number
0000928385-99-003687) and incorporated by reference herein.
-----------------------
Item 17. Undertakings.
. The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
part of this registration statement by any person or party which is
deemed to be an underwriter within the meaning of Rule 145(c) under the
Securities Act of 1933, the reoffering prospectus will contain the
information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Morgan Grenfell Investment Trust, on behalf of Municipal Bond Fund,
has duly caused this Pre-Effective Amendment on Form N-14AE/A to be signed on
its behalf by the undersigned, duly authorized, in the City of Baltimore and the
State of Maryland on this 8th day of June, 2000.
MORGAN GRENFELL INVESTMENT TRUST
By: /s/ Daniel O. Hirsch
-----------------------------------
Daniel O. Hirsch
Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Pre-Effective Amendment on Form N-14AE/A has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
------------- ----------- ---------
/s/ Richard T. Hale President and Chief June 8, 2000
-------------------------------- Executive Officer
Richard T. Hale
/s/ Amy M. Olmert Chief Financial Officer June 8, 2000
--------------------------------
Amy M. Olmert
/s/ Paul K. Freeman* Trustee June 8, 2000
--------------------------------
Paul K. Freeman
/s/ Graham E. Jones* Trustee June 8, 2000
--------------------------------
Graham E. Jones
/s/ Hugh G. Lynch* Trustee June 8, 2000
--------------------------------
Hugh G. Lynch
/s/ William N. Searcy* Trustee June 8, 2000
--------------------------------
William N. Searcy
/s/ Edward T. Tokar* Trustee June 8, 2000
--------------------------------
Edward T. Tokar
*By: /s/ Daniel O. Hirsch Dated: June 8, 2000
--------------------------------
Daniel O. Hirsch
Power-of-Attorney
<PAGE>
HALE AND DORR LLP
COUNSELLORS AT LAW
www.haledorr.com
60 STATE STREET O BOSTON, MA 02109
617-526-6000 O FAX 617-526-5000
June 7, 2000
Municipal Bond, a series of
Morgan Grenfell Investment Trust
One South Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
This opinion is delivered in connection with the proposed reorganization of
Intermediate Tax Free fund ("Tax Free Fund"), a series of BT Investment Funds,
into Municipal Bond fund (the "Fund"), a series of Morgan Grenfell Investment
Trust (the "Trust").
For purposes of the opinion expressed below, we have examined the following:
1. A draft of the Agreement and Plan of Reorganization between the Trust, on
behalf of the Fund, and BT Investment Funds, on behalf of Tax Free Fund
(the "Agreement and Plan of Reorganization");
2. The resolutions of the Board of Trustees relating to the authorization of
the Agreement and Plan of Reorganization and the authorization and issuance
of Institutional Class shares of beneficial interest of the Fund;
3. The Trust's certificate of trust, certified by the Secretary of State of
the State of Delaware (the "Certificate of Trust"), dated May 31, 2000;
4. The Trust's Agreement and Declaration of Trust, as amended (the
"Declaration of Trust");
5. The By-Laws of the Trust, as amended; and
6. A Certificate of Legal Existence and Good Standing for the Trust, dated May
30, 2000 and issued by the Secretary of State of the State of Delaware.
In our examination of the documents described above, we have assumed the
genuineness of all signatures, the legal capacity of all individual signatories,
the completeness of all Trust records provided to us, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all copies of documents submitted to us as copies, and the authenticity of the
originals of such latter documents.
As to any facts material to this opinion, we have relied upon certificates,
statements and representations of public officials and by one or more officers
or employees of the Trust. We have not attempted to verify independently such
facts although we know of no facts
BOSTON NEW YORK WASHINGTON RESTON LONDON*
--------------------------------------------------------------------------------
Hale and Dorr LLP Includes Professional Corporations
* an independent joint venture law firm
<PAGE>
Morgan Grenfell Investment Trust
June 7, 2000
Page 2
which lead us to question the accuracy of such certificates or representations
and warranties.
Any reference to "our knowledge" or "knowledge" or to any matters "known to us",
"of which we are aware" or "coming to our attention" or any variation of any of
the foregoing shall mean the current conscious awareness of the attorneys in
this firm who have rendered substantive attention to this transaction of the
existence or absence of any facts which would contradict our opinion and
statements set forth herein. We have not undertaken any independent
investigation to determine the existence or absence of such facts, and no
inference as to our knowledge of the existence or absence of such facts should
be drawn from the fact of our representation of the Trust. Without limiting the
foregoing, we have not conducted a search of any computer or electronic
databases, or of the dockets of any court or administrative or regulatory
agency.
Our opinion below is qualified to the extent that it may be subject to or
affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
usury, fraudulent conveyance or similar laws affecting the rights of creditors
generally, (ii) statutory or decisional law concerning recourse by creditors to
security in the absence of notice or hearing, and (iii) duties and standards
imposed on creditors and parties to contracts, including, without limitation,
requirements of good faith, reasonableness and fair dealing. Furthermore, we
express no opinion as to the availability of any equitable or specific remedy,
or as to the successful assertion of any equitable defense, upon any breach of
any agreements or documents or obligations as to which we are opining herein,
inasmuch as the availability of such remedies or defenses may be subject to the
discretion of a court. We express no opinion as to the enforceability of a
waiver of rights granted by the Constitution of the United States, or any state
thereof, or the vesting of jurisdiction in, or the consent to the exercise of
jurisdiction by, any court. We are expressing no opinion herein as to the
enforceability of any provision providing for rights of indemnification or
contribution under applicable federal or state securities laws.
In rendering the opinion below, insofar as it relates to the good standing and
valid existence of the Trust, we have relied solely on the certificate described
above in paragraph (6), and such opinion is limited accordingly and is rendered
as of the date of such certificate.
We are opining herein solely with respect to the Delaware Business Trust Act
statute, and we express no opinion with respect to the laws of any other
jurisdiction or to any other laws of the State of Delaware. Further, we express
no opinion as to compliance by the Trust with any federal securities laws or
with the so-called "blue sky" or state securities laws, including the securities
laws of the State of Delaware, or with state or federal antifraud laws in
connection with the issuance of the Institutional Class shares of the Fund.
Our opinion below, as it relates to the non-assessability of the shares of the
Trust, is qualified to the extent that any shareholder is, was or may become a
named Trustee of the Trust. It is also qualified to the extent that, pursuant to
Section 4 of Article IV of the Declaration of Trust, the Trustees have the power
to pay or cause to be paid out of the
<PAGE>
Morgan Grenfell Investment Trust
June 7, 2000
Page 3
principal or income of the Trust, or partly out of the principal and partly out
of income, as they deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust, including, but not limited to,
the Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, investment adviser, principal underwriter,
auditors, counsel, custodian, transfer, servicing or similar agent.
We have also assumed (without independent investigation) the satisfaction with
all conditions set forth in the draft Agreement and Plan of Reorganization, and
the valid execution and delivery of such Agreement by the parties thereto.
The Trust was established as a Delaware business trust under the Declaration of
Trust on September 13, 1993. The beneficial interests thereunder are represented
by transferable shares of beneficial interest, with a par value of $0.001 per
share.
The Trustees have the powers set forth in the Declaration of Trust, subject to
the terms, provisions and conditions therein provided.
Pursuant to Article III, Section 1 of the Declaration of Trust, the number of
shares of beneficial interest authorized to be issued under the Declaration of
Trust is unlimited and the Trustees are authorized to divide the shares into one
or more series of shares and one or more classes thereof as they deem necessary
or desirable. On August 19, 1994, the Trustees established and designated the
Fund as the Morgan Grenfell Municipal Bond Fund, a new series of the Trust with
the relative rights and preferences set forth in Article III, Section 6 of the
Declaration of Trust. On February 17, 2000, the Trustees changed the name of the
Fund from the Morgan Grenfell Municipal Bond Fund to Municipal Bond. As of the
date of this opinion, the Trustees have divided the Fund into two classes,
designated as Institutional Class shares and Investment Class shares.
Pursuant to Article III, Section 3 of the Declaration of Trust, investments may
be accepted by the Trust, at such times, on such terms, and for such
consideration as the Trustees from time to time may authorize.
Pursuant to Article III, Section 5 of the Declaration of Trust, the Trustees may
amend the Declaration of Trust, at any time and from time to time, in such
manner as the Trustees may determine in their sole discretion, without the need
for shareholder action, so as to add to, delete, replace or otherwise modify any
provisions relating to the shares of beneficial interest of the Trust contained
in the Declaration of Trust.
On August 19, 1999, the Trustees voted to authorize the officers of the Trust to
enter into the Agreement and Plan of Reorganization under which the Fund will
issue Institutional Class shares to Tax Free Fund in an amount equal to the
value of the assets of Tax Free Fund received by the Fund, less the liabilities
of Tax Free Fund assumed by the Fund, in the transaction, and to determine the
appropriate number of Institutional Class shares of the Fund to be registered,
to register with the Securities and Exchange Commission, and to issue to Tax
Free Fund in accordance with the Agreement and Plan of Reorganization, such
shares.
<PAGE>
Morgan Grenfell Investment Trust
June 7, 2000
Page 4
Based upon and subject to the foregoing, and further subject to the
qualifications set forth below, it is our opinion that all necessary Trust
action precedent to the issuance of the Institutional Class shares of beneficial
interest of the Fund to be issued pursuant to the Trust's Registration Statement
on Form N-14 has been duly taken, and that all such shares, when issued in
accordance with the terms of the Agreement and Plan of Reorganization, will be
legally and validly issued, fully paid and non-assessable by the Trust, on
behalf of the Fund, subject to compliance with the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and the applicable
state laws regulating the sale of securities.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinion set forth herein.
We consent to your filing this opinion with the Securities and Exchange
Commission as an exhibit to any amendments to the Trust's registration
statement. Except as provided in this paragraph, this opinion is solely for your
benefit in connection with the consummation of the transactions contemplated by
the Agreement and Plan of Reorganization and may not be quoted or relied upon by
any other person for any purpose or used by you for any other purpose, without
our prior written consent.
Very truly yours,
/s/ Hale and Dorr LLP
Hale and Dorr LLP
<PAGE>
PROPOSED RESOLUTIONS RELATING TO THE REORGANIZATION OF
INTERMEDIATE TAX FREE FUND, A SERIES OF BT INVESTMENT FUNDS
("BT Fund") INTO MORGAN GRENFELL MUNICIPAL BOND FUND, A SERIES OF MORGAN
GRENFELL INVESTMENT TRUST ("Morgan Grenfell Fund")
(To be voted on by the Board of BT INVESTMENT FUNDS (the "Trust"))
RESOLVED, that the transfer of substantially all of the assets of the
BT Fund to the Morgan Grenfell Fund in exchange solely for the
shares of common stock of the Morgan Grenfell Fund and the
discharge by the BT Fund and assumption by the Morgan Grenfell
Fund of the stated liabilities of the BT Fund, the
distribution of shares of the Morgan Grenfell Fund to the
shareholders of the BT Fund in liquidation of the BT Fund,
(the "Reorganization") be, and it hereby is authorized and
approved, and that the officers of the BT Fund be, and each of
them hereby is, authorized to take such actions and to execute
such documents as such officer may deem necessary or
appropriate in order to effectuate the Reorganization, subject
to shareholder approval of and satisfaction of the terms and
conditions of the Reorganization Agreement as defined in the
next succeeding resolution;
FURTHER RESOLVED, that the Agreement and Plan of Reorganization by and
between the BT Fund and the Morgan Grenfell Fund providing for
the Reorganization (the "Reorganization Agreement"), in
substantially the form presented to this meeting, with such
changes and additions as any officer of the BT Fund, on the
advice of counsel or otherwise, may approve, such approval
being conclusively proven by the execution of the
Reorganization Agreement by such officer, be and it hereby is
approved; that the officers of the BT Fund be, and each of
them hereby is, subject to shareholder approval of the
Reorganization Agreement, authorized to execute and deliver
the Reorganization Agreement and any related documents; and
that the execution by the BT Fund of the Reorganization
Agreement and any related documents, and the transactions
contemplated thereby and any and all acts necessary in
connection therewith, the necessity and desirability thereof
being conclusively proven by the action taken by the
appropriate officers of the BT Fund on behalf of the BT Fund
be, and it hereby is, authorized, approved and directed,
subject in all cases to shareholder approval of the
Reorganization Agreement;
FURTHER RESOLVED, that participation by the BT Fund in the
Reorganization is in the best interests of such Fund and that
the interests of existing shareholders of the BT Fund will not
be diluted as a result of the effecting of such transactions
by the BT Fund; and that the Board has considered the
following factors in making this determination: (i) the terms
and conditions of the Reorganization Agreement and whether the
Reorganization would result in dilution of shareholder
interests, (ii) the costs estimated to be incurred by the BT
Fund as a result of the Reorganization, (iii) efficiencies as
a result of being part of a larger fund, (iv) marketing
advantages due to longer term and better performance and (v)
the tax consequences of the Reorganization;
FURTHER RESOLVED, that a Special Meeting of Shareholders of the BT
Fund be, and it hereby is, called to be held on _____________
for the shareholders to consider and take action on the
approval of the terms of an Agreement and Plan of
Reorganization between the BT Fund and the Morgan Grenfell
Fund and the transactions contemplated therein, and such other
matters as may properly come before said meeting or any
adjournment or adjournments thereof; and that it is hereby
recommended that such shareholders approve the Reorganization
Agreement at said meeting;
FURTHER RESOLVED, that the officers of the BT Fund be, and each of
them hereby is authorized to prepare and file the form of
notice of shareholders' meeting, proxy statement and proxy
card (collectively "Proxy Materials"), relating to the
Reorganization and such other matters as any officer of the BT
Fund may deem appropriate with the Securities and Exchange
Commission as part of the registration statement on Form N-14
of the Morgan Grenfell Fund; and that the officers of the BT
Fund be, and each of them hereby is, authorized to mail the
Proxy Materials to shareholders of the BT Fund;
<PAGE>
FURTHER RESOLVED, that the close of business on ________________, be,
and it hereby is fixed as the record date for the
determination of shareholders of the BT Fund who shall be
entitled to notice of and to vote at the Special Meeting of
Shareholders or any adjournment or adjournments thereof;
FURTHER RESOLVED, that Amy M. Olmert and Daniel O. Hirsch and each or
either of them be, and they hereby are, designated to appear,
vote and act as proxies, with powers of substitution, on
behalf of the shareholders of the BT Fund at the Special
Meeting of Shareholders or at any adjournment or adjournments
thereof, and to do all things, execute all documents and
perform all acts as fully as could be done if said
shareholders whom they represent were personally present;
FURTHER RESOLVED, that Amy M. Olmert and Daniel O. Hirsch be, and each
of them hereby is, appointed inspector of election in
connection with the Special Meeting of Shareholders;
FURTHER RESOLVED, that the proper officers of the BT Fund be, and each
of them hereby is, authorized and directed, on behalf of such
fund, to take all action and execute all documents which they
may deem necessary or appropriate, the necessity or propriety
thereof being conclusively proven by the action taken by such
officer, to completely liquidate and terminate said funds
under the laws of the State of Massachusetts and under federal
law in conjunction with the Reorganization, including
satisfying any legal or other obligations in connection
therewith; and
FURTHER RESOLVED, that the proper officers of the BT Fund be, and each of them
hereby is, authorized and directed, for and on behalf of such Fund to take all
action, execute all documents, and make any filings with the Securities and
Exchange Commission or the states, which they may deem to be necessary or
appropriate, the necessity or propriety thereof being conclusively proven by the
action taken by such officer, to effectuate each of the foregoing resolutions
and to carry out the purposes thereof.
Authorization to File Registration Statement on Form N-14
with the Securities and Exchange Commission
VOTED:
That the President, and Vice President, Treasurer and
Secretary of the Trust be, and each of them acting singly,
hereby is, Authorized to prepare, executed on behalf of the
Trust personally or as attorney-in-fact, and to file with the
Securities and Exchange Commission a registration statement on
Form N-14 and any amendment thereto registering the
Institutional Class shares of beneficial interest of the
Morgan Grenfell Municipal Fund to be issued pursuant to the
Reorganization and containing a proxy statement of BT
Intermediate Tax Free Fund.
<PAGE>
FORM OF PROXY CARD
BT Investment Funds
Intermediate Tax Free
One South Street, Baltimore, Maryland
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
10:00 A.M., Eastern time, on ______, July__, 2000
The undersigned hereby appoints Daniel O. Hirsch and Amy M. Olmert, and each of
them, with full power of substitution, as proxies of the undersigned to vote all
shares of stock that the undersigned is entitled in any capacity to vote at the
above-stated special meeting, and any and all adjournments or postponements
thereof (the "Special Meeting"), on the matters set forth on this Proxy Card,
and, in their discretion, upon all matters incident to the conduct of the
Special Meeting and upon such other matters as may properly be brought before
the Special Meeting. This proxy revokes all prior proxies given by the
undersigned.
All properly executed proxies will be voted as directed. If no instructions are
indicated on a properly executed proxy, the proxy will be voted FOR approval of
Proposal I. All ABSTAIN votes will be counted only in determining the existence
of a quorum at the Special Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH RESPECT TO
INTERMEDIATE TAX FREE. THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" PROPOSAL I.
The appointed proxies will vote on any other business as may properly come
before the Special Meeting or any adjournment thereof.
Receipt of the notice and the Proxy Statement, dated June ___, 2000 (the "Proxy
Statement"), is hereby acknowledged.
To vote by Telephone
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call 1-800-690-6903
3) Enter the 12-digit control number set forth on the Proxy card and
follow the instructions.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to the Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the Proxy card and
follow the instructions.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY TELEPHONE OR INTERNET.
<PAGE>
Please mark boxes in blue or black ink.
I. Approval of Agreement and Plan of Reorganization between the
Institutional and Investment shares of Municipal Bond and Intermediate
Tax Free, pursuant to which: (a) Intermediate Tax Free would transfer
all of its assets to Municipal Bond in exchange for Municipal Bond's
assumption of Intermediate Tax Free's stated liabilities and the
issuance of Institutional shares of Municipal Bond to be distributed
pro rata to Intermediate Tax Free Investment shares, and (b)
Intermediate Tax Free would be terminated.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
II. To consider and vote upon such other business as may properly come
before the Special Meeting and any adjournment or adjournments thereof.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Receipt of the notice and the Proxy Statement dated June ___, 2000 (the "Proxy
Statement"), is hereby acknowledged.
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PLEASE SIGN AND DATE BELOW AND MAIL THIS PROXY CARD PROMPLY USING THE ENCLOSED
ENVELOPE.
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(Title or Authority)
------------------------------------
(Signature)
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(Signature)
Dated: [___________________], 2000
(Joint owners should EACH sign.
Please sign EXACTLY as your name(s)
appears on this card. When signing
as attorney, trustee, executor,
administrator, guardian or corporate
officer, please give your FULL title
below.)
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YOUR VOTE IS IMPORTANT, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
USING THE
1
<PAGE>
ENCLOSED ENVELOPE.
2
