SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY REGISTRANT [X] FILED BY A PARTY OTHER THAN REGISTRANT [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Diversified Investors Portfolios - Equity Growth Portfolio
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of the filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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DIVERSIFIED INVESTORS PORTFOLIOS
4 Manhattanville Road
Purchase, New York 10577
April __, 1998
Dear Investor:
On May 15, 1998 at 10:00 a.m. (Eastern time) we will hold a special meeting of
investors in Equity Growth Portfolio, a series of Diversified Investors
Portfolios, to vote on important proposals relating to the Portfolio.
VOTING ONLY TAKES A FEW MINUTES - PLEASE RESPOND PROMPTLY.
Please take a few moments to read the enclosed materials and then cast your
vote on the enclosed proxy card. Items 1 and 2 have been carefully considered
by the Board of Trustees of Diversified Investors Portfolios, which is
responsible for protecting your interests as an investor. The Board of Trustees
of Diversified Investors Portfolios believes that the proposals are fair and
reasonable and recommends that you vote in favor of the proposals.
The proposals you will vote on for the Portfolio are summarized below. Complete
information is contained in the enclosed Proxy Statement.
ITEM 1. (a) To vote on approval of a new Investment Subadvisory
Agreement between Diversified Investment Advisors, Inc.
and Montag & Caldwell, Inc.
(b) To vote on approval of a new Investment Subadvisory
Agreement between Diversified Investment Advisors, Inc.
and Dresdner RCM Global Investors, LLC.
ITEM 2. To vote on authorizing the Board of Trustees of Diversified
Investors Portfolios to select and change investment
subadvisers and enter into investment subadvisory agreements
without obtaining the approval of investors.
ITEM 3. To transact such other business as may properly come before
the Special Meeting of Investors and any adjournments thereof.
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After you have voted on Items 1 and 2, please be sure to SIGN YOUR PROXY CARD
AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
This is your opportunity to voice your opinion on matters affecting the
Portfolio. Your participation is extremely important, no matter how large or
small the beneficial interest you own.
We appreciate your prompt response. Thank you.
Sincerely,
Robert F. Colby
Secretary
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EQUITY GROWTH PORTFOLIO
a series of Diversified Investors Portfolios
4 Manhattanville Road
Purchase, New York 10577
Telephone: (914) 697-8000
NOTICE OF SPECIAL MEETING OF INVESTORS
To be held May 15, 1998
A Special Meeting of Investors of EQUITY GROWTH PORTFOLIO, a series of
Diversified Investors Portfolios, will be held at the offices of Diversified
Investment Advisors, Inc., 4 Manhattanville Road, Purchase, New York 10577, on
May 15, 1998 at 10:00 a.m., Eastern time, for the following purposes:
ITEM 1. (a) To vote on approval of a new Investment Subadvisory
Agreement between Diversified Investment Advisors, Inc.
and Montag & Caldwell, Inc.
(b) To vote on approval of a new Investment Subadvisory
Agreement between Diversified Investment Advisors, Inc.
and Dresdner RCM Global Investors, LLC.
ITEM 2. To vote on authorizing the Board of Trustees of Diversified
Investors Portfolio to select and change investment subadvisers
and enter into investment subadvisory agreements without
obtaining the approval of investors.
ITEM 3. To transact such other business as may properly come before
the Special Meeting of Investors and any adjournments thereof.
THE BOARD OF TRUSTEES OF DIVERSIFIED INVESTORS PORTFOLIOS RECOMMENDS THAT YOU
VOTE IN FAVOR OF ITEMS 1 AND 2.
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Only investors of record on April 1, 1998 will be entitled to vote at the
Special Meeting of Investors and at any adjournments thereof.
Robert F. Colby, Secretary
April __, 1998
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOU PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSES OF
A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND
IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
EQUITY GROWTH PORTFOLIO
a series of Diversified Investors Portfolios
4 Manhattanville Road
Purchase, New York 10577
Telephone: (914) 697-8000
PROXY STATEMENT
This Proxy Statement and Notice of Special Meeting with accompanying form of
proxy are being furnished in connection with the solicitation of proxies by the
Board of Trustees of Diversified Investors Portfolios (the "Trust") for use at
a special meeting of investors in Equity Growth Portfolio (the "Portfolio"), a
series of the Trust, or any adjournment thereof, to be held at the offices of
Diversified Investment Advisors, Inc., 4 Manhattanville Road, Purchase, New
York 10577, on May 15, 1998, 10:00 a.m., Eastern time (the "Meeting"). The
Meeting is being held for the purposes set forth in the accompanying Notice of
Special Meeting. These materials are being mailed by the Board of Trustees of
the Trust on or about April __, 1998.
The Portfolio is one of thirteen series of the Trust, which is a registered
investment company organized as a New York trust under a Declaration of Trust
dated as of September 1, 1993. The Portfolio was designated as a separate
series of the Trust on September 1, 1993. The mailing address of the Trust is 4
Manhattanville Road, Purchase, New York 10577.
The Portfolio commenced operations on January 3, 1994. The annual report for
the Fund for the period ended December 31, 1997, including audited financial
statements, has previously been sent to investors and is available upon request
without charge by contacting Catharine A. Mohr, Diversified Investors
Portfolios, 4 Manhattanville Road, Purchase, New York 10577 or by calling the
Trust toll-free at (800) 926-0044.
MANNER OF VOTING PROXIES AND VOTE REQUIRED
If the accompanying form of proxy is executed properly and returned, the
beneficial interest represented by it will be voted at the Meeting in
accordance with the instructions on the proxy. If no instructions are
specified, the beneficial interest will be voted for proposed Items 1 and 2. If
the enclosed form of proxy is executed and returned, it may nevertheless be
revoked prior to its exercise by a signed writing delivered at the Meeting or
filed with the Secretary of the Trust.
If sufficient votes to approve the proposed Items 1 and 2 are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those beneficial interests voted at the
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Meeting. When voting on a proposed adjournment, the persons named as proxies
will vote all beneficial interests that they are entitled to vote with respect
to each Item for the proposed adjournment, unless directed to disapprove the
Item, in which case such beneficial interests will be voted against the
proposed adjournment.
The presence in person or by proxy of the holders of a majority of the
outstanding beneficial interests of the Portfolio entitled to vote is required
to constitute a quorum at the Meeting. For purposes of determining the presence
of a quorum for transacting business at the Meeting, abstentions will be
treated as beneficial interests that are present but which have not been voted.
For this reason, abstentions will have the effect of a "no" vote for purposes
of obtaining the requisite approval of the proposals.
The cost of soliciting proxies in the accompanying form, including the fees of
a proxy soliciting agent, will be borne by the Portfolio. In addition to
solicitation by mail, proxies may be solicited by the Board of Trustees of the
Trust, officers, and regular employees and agents of the Trust without
compensation therefor. The Portfolio may reimburse brokerage firms and others
for their expenses in forwarding proxy materials to the beneficial owners and
soliciting them to execute the proxies.
The close of business on April 1, 1998 has been fixed as the Record Date for
the determination of investors entitled to notice of and to vote at the
Meeting. $__________ in beneficial interests were outstanding as of the close
of business on the Record Date. Investors of record at the close of business on
the Record Date will be entitled to vote in the proportion that their
beneficial interests bear to the total beneficial interests in the Portfolio.
BACKGROUND
The Portfolio is a master fund within a two-tier, master/feeder mutual fund
structure. Interests in the Portfolio are sold to accredited investors in
private placement transactions which do not involve a public offering under the
Securities Act of 1933, as amended.
Diversified Investment Advisors, Inc., a Delaware corporation (the "Adviser"),
4 Manhattanville Road, Purchase, New York 10577, manages the assets of the
Portfolio pursuant to an Investment Advisory Agreement dated as of January 3,
1994, as amended (the "Advisory Agreement"). The Advisory Agreement was most
recently approved by the Board of Trustees of the Trust, including a majority
of the Trustees who are not "interested persons," as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), of any party to such
agreement (the "Independent Trustees") on November 10, 1997. Subject to the
terms of the Advisory Agreement, the Adviser is responsible for the management
of the Portfolio, selects and employs, subject to the review and approval of
the Board of Trustees of the Trust, one or more subadvisers to make the
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day-to-day investment selections for the Portfolio consistent with the
guidelines and directions set by the Adviser and the Board of Trustees of the
Trust, and reviews the subadvisers' continued performance. The Adviser may
terminate the services of any subadviser at any time.
Prior to January 21, 1998, Chancellor LGT Asset Management, Inc. ("Chancellor
LGT"), a corporation having its principal offices at 1166 Avenue of the
Americas, New York, New York 10036, served as the investment subadviser of the
Portfolio pursuant to an Investment Subadvisory Agreement between Chancellor
LGT and the Adviser. The Chancellor LGT Subadvisory Agreement was approved by
the Board of Trustees of the Trust, including a majority of the Independent
Trustees, on November 12, 1996.
At a special meeting of the Board of Trustees of the Trust held on January 21,
1998, the Board considered, at the Adviser's recommendation, the termination of
Chancellor LGT as the subadviser of the Portfolio. The Board reviewed
Chancellor LGT's investment performance as subadviser, and discussed the
recently announced proposed sale of Chancellor LGT and the recent departures of
members of senior management and changes in key investment personnel. The Board
also reviewed the Adviser's procedures for selecting a new subadviser and
considered the Adviser's recommendation that two subadvisers be hired to
replace Chancellor LGT. As discussed in Item 1 below under the heading
"Evaluation by the Board of Trustees", the Board authorized the Adviser to
terminate the Chancellor LGT Subadvisory Agreement and enter into new
subadvisory agreements with Montag & Caldwell, Inc. ("Montag") and Dresdner RCM
Global Investors, LLC ("RCM"). Accordingly, effective January 21, 1998, the
Adviser terminated the Chancellor LGT Subadvisory Agreement and entered into
Subadvisory Agreements with each of Montag and RCM.
In accordance with the requirements of the 1940 Act, both the Montag
Subadvisory Agreement and the RCM Subadvisory Agreement must be approved by the
holders of beneficial interests in the Portfolio.
ITEM 1. (A) TO VOTE ON APPROVAL OF A NEW INVESTMENT SUBADVISORY
AGREEMENT BETWEEN DIVERSIFIED INVESTMENT ADVISORS, INC. AND
MONTAG & CALDWELL, INC.
(B) TO VOTE ON APPROVAL OF A NEW INVESTMENT SUBADVISORY
AGREEMENT BETWEEN DIVERSIFIED INVESTMENT ADVISORS, INC. AND
DRESDNER RCM GLOBAL INVESTORS, LLC.
COMPARISON OF THE SUBADVISORY AGREEMENTS
The terms of the Montag Subadvisory Agreement and the RCM Subadvisory Agreement
are identical to those of the Chancellor LGT Subadvisory Agreement, with the
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exception in each case of the identity of the service provider, the effective
date and termination date and the compensation payable by the Adviser to the
subadviser. A description of the investment advisory fees to be paid by the
Adviser to Montag and to RCM is set forth below under the caption "Investment
Advisory Fees." The Montag Subadvisory Agreement and the RCM Subadvisory
Agreement each became effective on January 21, 1998 and, if approved by the
vote of the holders of a "majority of the outstanding voting securities" (as
such term is defined below) of the Portfolio, will continue in effect for a
two-year period from January 21, 1998, and thereafter from year to year,
subject to approval annually in accordance with the 1940 Act. Each Subadvisory
Agreement may be terminated at any time without the payment of any penalty by
the Board of Trustees of the Trust or by the vote of a "majority of the
outstanding voting securities" of the Portfolio or by the Adviser. The Montag
Subadvisory Agreement may also be terminated by Montag, and the RCM Subadvisory
Agreement may also be terminated by RCM, in each case upon 90 days' advance
written notice to the Adviser. Each Subadvisory Agreement will also terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).
Under the Montag Subadvisory Agreement and the RCM Subadvisory Agreement, as
under the Chancellor LGT Subadvisory Agreement, Montag and RCM each will
furnish continuing portfolio management services to the Portfolio with respect
to the assets of the Portfolio allocated to it, subject always to the
provisions of the 1940 Act and to the investment objectives, policies,
procedures and restrictions imposed by the Portfolio's then current
Registration Statement under the 1940 Act. Investment management decisions of
each of Montag and RCM will be made by committee and not by managers
individually. Montag and RCM will also provide the Adviser with such investment
advice and reports and data as are requested by the Adviser.
Like the Chancellor LGT Subadvisory Agreement, the Montag Subadvisory Agreement
and the RCM Subadvisory Agreement each provide that the subadviser shall be
responsible only for managing the assets of the Portfolio in good faith and in
accordance with investment guidelines, and shall have no responsibility
whatsoever for, and shall incur no liability on account of, (i) diversification
or selection of such investment guidelines, (ii) advice on, or management of,
any other assets for the Adviser, (iii) filing of any tax or information
returns or forms, withholding or paying any taxes, or seeking any exemption or
refund, (iv) registration with any government or agency, or (v) administration
of the plans and trusts investing through the Portfolio, and shall be
indemnified by the Adviser for any loss in carrying out the terms and
provisions of the agreement, including reasonable attorney's fees,
indemnification to brokers and commission merchants, fines, taxes, penalties
and interest. Each subadviser, however, shall be liable for any liability,
damages, or expenses of the Adviser arising out of the negligence, malfeasance
or violation of applicable law by it or any of its employees in providing
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management under its Subadvisory Agreement; and, in such cases, the
indemnification by the Adviser referred to above shall be inapplicable.
Investors should refer to Exhibit A attached hereto for the complete
terms of the Montag Subadvisory Agreement and the RCM Subadvisory Agreement,
respectively. The description of the Subadvisory Agreements set forth herein is
qualified in its entirety by the provisions of the Subadvisory Agreements as
set forth in such Exhibit.
INVESTMENT ADVISORY FEES
Under both the Montag Subadvisory Agreement and the RCM Subadvisory Agreement,
the Adviser (not the Portfolio) pays the subadvisors for their services on the
basis of the annual fee schedule set forth below:
Montag Fee Schedule
.50% of the aggregate net assets of the Portfolio allocated to Montag or RCM
applied to the first $50 million dollars
.25% of the aggregate net assets of the Portfolio allocated to Montag or RCM
applied to the next $50 million dollars
.20% of the aggregate net assets of the Portfolio allocated to Montag or RCM
applied thereafter
The Montag Subadvisory Agreement and the RCM Subadvisory Agreement each provide
that if at any time during the term of the respective Subadvisory Agreement,
Montag or RCM charges another of its clients a lower fee that than set forth
above for the management of a similarly structured equity growth fund, then the
Adviser will also be charged the lower rate by Montag or RCM, as the case may
be. The Adviser will benefit from the lower rate from the first day that it is
in effect for the other client.
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Under each Subadvisory Agreement, as under the Chancellor LGT Subadvisory
Agreement, aggregate net assets are equal to the total market value of the
Portfolio. Fees are calculated by multiplying the arithmetic average of the
beginning and ending monthly net assets in the Portfolio by the fee schedule
and dividing by twelve. Fees are paid by the Adviser quarterly.
Under the Chancellor LGT Subadvisory Agreement, the Adviser (not the Portfolio)
paid Chancellor LGT for its services on the basis of the annual fee schedule
set forth below:
Chancellor LGT Fee Schedule
.50% of the aggregate net assets of the Portfolio
applied to the first $50 million dollars
.30% of the aggregate net assets of the Portfolio
applied to the next $75 million dollars
.25% of the aggregate net assets of the Portfolio
applied to the next $75 million dollars
.20% of the aggregate net assets of the Portfolio applied thereafter
Under the Chancellor LGT Subadvisory Agreement, aggregate net assets were equal
to the total market value of the Portfolio. Fees were calculated monthly by
multiplying the arithmetic average of the beginning and ending monthly net
assets of the Portfolio by the fee schedule and dividing by twelve. Fees were
paid by the Adviser quarterly.
Approval of the Montag Subadvisory Agreement and the RCM Subadvisory Agreement,
by themselves, would have no effect upon the amount of advisory fees paid by
the Portfolio to the Adviser. The Adviser, not the Portfolio, pays investment
advisory fees to both Montag and RCM as subadvisers to the Portfolio.
Fees payable to Chancellor LGT for services provided pursuant to the Chancellor
LGT Subadvisory Agreement for the period from January 1, 1997 to December 31,
1997 were $____________. Neither Chancellor LGT nor any affiliated person of
Chancellor LGT, nor any affiliated person of any such affiliated person,
received any other fees from the Adviser or from the Portfolio for services
provided to the Portfolio during the fiscal year of the Portfolio ended
December 31, 1997. There were no other material payments by the Adviser or the
Portfolio to Chancellor LGT, any affiliated person of Chancellor LGT, or any
affiliated person of any such affiliated person, during the fiscal year of the
Portfolio ended December 31, 1997.
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Fees that would have been payable to Montag for services provided pursuant to
the Montag Subadvisory Agreement for the period from January 1, 1997 to
December 31, 1997, had the Montag Subadvisory Agreement been in effect for such
period and assuming that Montag managed 50% of the Portfolio's assets at all
times during the period, are $__________. Fees that would have been payable to
RCM for services provided pursuant to the RCM Subadvisory Agreement for the
period from January 1, 1997 to December 31, 1997, had the RCM Subadvisory
Agreement been in effect for such period and assuming that RCM managed 50% of
the Portfolio's assets at all times during the period, are $__________. The
aggregate of these fees represents a _________% decrease in the amount of fees
payable to Chancellor LGT for such period under the Chancellor LGT Subadvisory
Agreement.
As of December 31, 1997, the Portfolio had net assets of $____________.
For the Portfolio's fiscal year ended December 31, 1997, no commissions were
paid to any broker (i) that is an affiliated person of the Portfolio, (ii) that
is an affiliated person of any such person described in the foregoing clause
(i), or (iii) an affiliated person of which is an affiliated person of the
Portfolio, the Adviser, Chancellor LGT, Montag, RCM or the administrator or
distributor of the Portfolio.
INFORMATION REGARDING MONTAG
Montag is a Georgia corporation having an office at 1100 Atlanta Financial
Center, 3343 Peachtree Road, N.E., Atlanta, Georgia 30326. Montag is a wholly
owned subsidiary of Alleghany Corporation, whose shares are traded on the New
York Stock Exchange. The principal executive offices of Alleghany Corporation
are located at 375 Park Avenue, New York, New York 10152. Alleghany Corporation
is a holding company whose subsidiaries are engaged in businesses which include
property and casualty reinsurance and insurance, industrial minerals, steel
fastener importing and distribution and retail banking. Montag and its
predecessors have been engaged in the business of providing investment
counseling to individuals and institutions since 1945.
MANAGEMENT AND GOVERNANCE. Listed below are the names, positions and principal
occupations of the members of the Board of Directors and the principal
executive officer of Montag, as of January 1, 1998. The principal business
address of each member of the Board of Directors and principal executive
officer, as it relates to his duties at Montag, is the same as that of Montag,
unless noted below.
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NAME POSITION WITH MONTAG PRINCIPAL OCCUPATION
Solon P. Patterson Chairman of the Board Mr. Patterson is Chairman
of Montag.
Ronald E. Canakaris Director and Chief Mr. Canakaris is the
Investment Office President, Chief Executive
Officer and Chief
Investment Officer of
Montag.
David F. Seng Director Mr. Seng serves as
Executive Vice President,
Treasurer and Investment
Counselor for Montag.
[**No officer or director of the Portfolio currently is an officer or employee
of Montag or a member of Montag's Board of Directors. No officer or Trustee of
the Trust has any other material direct or indirect interest in Montag or any
other person controlling, controlled by or under common control with Montag.
Since January 1, 1997, none of the Trustees of the Trust has had any material
interest, direct or indirect, in any material transactions, or in any material
proposed transactions, to which Montag, Alleghany Corporation, or any
subsidiary of Montag or Alleghany Corporation was or is to be a party.**]
MANAGEMENT ACTIVITIES. Montag's total assets under management as of June 30,
1997 exceeded $12 billion.
Montag acts as investment manager for the portfolios of registered investment
companies with investment objectives similar to the Portfolio's investment
objective of providing a high level of capital appreciation and secondary
objective of providing current income. The name of each such fund, together
with information concerning the fund's net assets and the fees paid to Montag
for its services are set forth in Exhibit B.
INFORMATION REGARDING RCM
RCM is a Delaware limited liability company that maintains its principal
executive offices at Four Embarcadero Center, San Francisco, California 94111.
RCM is a wholly owned subsidiary of Dresdner Bank, which owns 99% of RCM's
equity interests directly and 1% of such interests through Dresdner Kleinwort
Benson North America, Inc. ("Kleinwort Benson"), a wholly owned subsidiary of
Dresdner Bank. Dresdner Bank is an international banking organization whose
corporate headquarters are located at Jurgen-Ponto-Platz 1, 60301 Frankfurt am
Main, Germany. The address of Kleinwort Benson is 75 Wall Street, New York, New
York 10005.
<PAGE>
RCM was organized on April 30, 1996 as a wholly owned subsidiary of Dresdner
Bank to acquire the assets and business of RCM Capital Management, a limited
partnership conducting investment management operations from offices in
California. The acquisition was consummated on June 14, 1996. RCM is registered
as an investment adviser with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended.
MANAGEMENT AND GOVERNANCE. Pursuant to a management agreement among Dresdner
Bank, Kleinwort Benson, RCM and RCM Limited L.P., a California limited
partnership ("RCM Limited"), RCM Limited manages the day-to-day business and
affairs of RCM, subject to the oversight of RCM's Board of Managers. The sole
general partner of RCM Limited is RCM General Corporation, a California
corporation ("RCM General"). As of January 1, 1998, RCM General has 24
shareholders and RCM Limited has 37 limited partners. The business and affairs
of RCM General are managed by its board of directors. As of January 1, 1998,
the directors of RCM General are William L. Price, Michael J. Apatoff, Eamonn
F. Dolan, John D. Leland, Jr., Jeffrey S. Rudsten, William S. Stack and Kenneth
B. Weeman, Jr. As of January 1, 1998, the only person who owns 10% or more of
the outstanding voting securities of RCM General is Mr. Price, who owns
approximately 10.1% of the Common Stock of RCM General.
Pursuant to a governance agreement among Dresdner Bank, RCM, RCM Limited and
the limited partners of RCM Limited, RCM's Board of Managers consists of nine
members, six of whom are designated by RCM Limited and three of whom are
designated by Dresdner Bank. The governance agreement provides that RCM may not
reorganize, change its line of business, sell or lease substantial assets,
incur substantial indebtedness, encumber substantial assets, issue or sell debt
or equity securities, or exceed certain budget and expense limits approved by
the Board of Managers, among other actions, absent the consent of a
supermajority of RCM's Board of Managers, including a member designated by
Dresdner Bank. Certain extraordinary events, including marked declines in RCM's
assets under management, RCM's poor asset management performance and the
departure of certain limited partners of RCM Limited, will entitle Dresdner
Bank to take any actions necessary to ensure that Dresdner Bank's designees
constitute a majority of the Board of Managers.
Listed below are the names, positions and principal occupations of the members
of the Board of Managers and the principal executive officer of RCM, as of
January 1, 1998. The principal business address of each member of the Board of
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Managers and principal executive officer, as it relates to his duties at RCM,
is the same as that of RCM, unless noted below.
NAME POSITION WITH PRINCIPAL OCCUPATION
RCM
William L. Price (1) Chairman of the Mr. Price is the Chief
Board Investment Officer and a
Principal of RCM
Michael J. Apatoff (1) Member Mr. Apatoff is the Chief
Operating Officer and a
Principal of RCM
Eamonn F. Dolan (1) Member Mr. Dolan is a Principal of
RCM
Jeffrey S. Rudsten (1) Member Mr. Rudsten is a Principal of
RCM
William S. Stack (1) Member Mr. Stack is a Principal of
RCM
Kenneth B. Weeman, Jr. Member Mr. Weeman is a Principal of
(1) RCM
Gerhard Eberstadt (2)(3) Member Mr. Eberstadt is the Senior
Chairman of Dresdner Bank
Joachim Madler (2)(3) Member Mr. Madler is a Member of the
Board of Managing Directors
of Dresdner Bank
George N. Fugelsong (3)(4) Member Mr. Fugelsong is the Senior
General Manager of Dresdner
Bank
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(1) Each such person was designated as a member of the Board of Managers of
RCM by RCM Limited.
(2) The principal business address of each such person is Dresdner Bank AG,
Jurgen-Ponto-Platz 1, 60301 Frankfurt am Main Germany.
(3) Each such person was designated as a member of the Board of Managers of
RCM by Dresdner Bank.
(4) The principal business address of Mr. Fugelsong is 75 Wall Street, New
York, New York, 10005.
No officer or director of the Fund currently is an officer or employee of RCM
or a member of RCM's Board of Managers, an officer, employee, director or
stockholder of RCM General, or a partner of RCM Limited. [**No officer or
Trustee of the Portfolio Trust has any other material direct or indirect
interest in RCM, RCM General or RCM Limited or any other person controlling,
controlled by or under common control with RCM. Since January 1, 1997, none of
the Trustees of the Portfolio Trust has had any material interest, direct or
indirect, in any material transactions, or in any material proposed
transactions, to which RCM, Dresdner Bank or any subsidiary of RCM or Dresdner
Bank was or is to be a party.**]
RCM has advised the Fund that neither RCM Limited nor RCM General is registered
as an investment adviser under the Advisers Act. RCM believes that such
registration is not required because RCM Limited and RCM General do not engage
and will not engage in any investment management activities of RCM. As a
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result, neither the management agreement nor the governance agreement described
above has been submitted for approval by the Board of Trustees of the Portfolio
Trust or the Fund's stockholders.
MANAGEMENT ACTIVITIES. As of January 1, 1998, RCM had approximately $30.0
billion of assets under management. RCM's predecessor company, RCM Capital
Management, was organized in July 1986 as the successor to the business and
operations of Rosenberg Capital Management, which was established in 1970.
RCM acts as investment manager for the portfolios of registered investment
companies with investment objectives similar to the Portfolio's investment
objective of providing a high level of capital appreciation and secondary
objective of providing current income. The name of each such fund, together
with information concerning the fund's net assets and the fees paid to RCM for
its services, are set forth in Exhibit C.
THE EVALUATION BY THE BOARD OF TRUSTEES
The Board of Trustees of the Trust authorized the Adviser to terminate the
Chancellor LGT Subadvisory Agreement and approved the Montag Subadvisory
Agreement and the RCM Subadvisory Agreement at a meeting held on January 21,
1998.
Before authorizing the Adviser to terminate the Chancellor LGT Subadvisory
Agreement, the Board of Trustees of the Trust reviewed with the Adviser its
recommendation that the services of Chancellor LGT as subadviser of the
Portfolio be terminated. The Trustees reviewed Chancellor LGT's performance
under the Chancellor LGT Subadvisory Agreement, which had been below benchmark
during the fourth quarter of 1996 and the first quarter of 1997 but had
improved somewhat during the final three quarters of 1997. The Trustees also
considered recent changes in senior management at Chancellor LGT, including the
resignation of the chief executive officer and the president in August, 1997,
and the announcement in December, 1997 that Chancellor LGT would be sold, which
announcement was followed by the resignation in January, 1998 of Chancellor
LGT's Head of U.S. Equities. The Head of U.S. Equities was directly responsible
for the team of investment professionals managing the Portfolio's assets. The
Trustees agreed with the Adviser that the management uncertainties involving
Chancellor LGT suggested that it would be in the best interests investors in
the Portfolio to terminate Chancellor LGT as subadviser.
The Board of Trustees also reviewed the Adviser's procedures for selecting a
new subadviser. The Trustees considered information with respect to each of
Montag and RCM and whether the Montag Subadvisory Agreement and the RCM
Subadvisory Agreement were in the best interests of the Portfolio and its
holders of beneficial interests. The Trustees noted that in recent years the
<PAGE>
Portfolio had underperformed the benchmarks selected for it, and that it was
important to attempt to reverse that trend. The Trustees considered that, in
many circumstances, a combination of subadvisers could be less likely to result
to in significant fund under performance by diminishing volatility in
performance and curtailing the extremes of performance. The Trustees considered
the nature and quality of services expected to be provided by each of Montag
and RCM and reviewed and discussed information regarding each subadviser's
fees, expense ratio and performance. In evaluating each subadviser's ability to
provide services to the Portfolio, the Trustees considered information as to
the subadviser's business organization, financial resources, personnel and
other matters. The Trustees compared the investment performance of certain
accounts advised by each of Montag and RCM having investment objectives similar
to the Portfolio against various benchmarks and to the investment performance
of the Portfolio's assets as managed by Chancellor LGT.
Based upon its review, the Board of Trustees concluded that (a) management
uncertainties at Chancellor LGT which could directly affect management of the
Portfolio's assets suggested that it would be in the best interests of
investors in the Portfolio to terminate the services of Chancellor LGT as
subadviser of the Portfolio, (b) for relevant periods Chancellor LGT's
investment performance underperformed both Montag's and RCM's performance in
managing assets of equity growth clients, (c) the terms of each of the Montag
Subadvisory Agreement and the RCM Subadvisory Agreement are reasonable, fair
and in the best interests of the Portfolio and its holders of beneficial
interests, and (d) the fees provided in each of the Montag Subadvisory
Agreement and the RCM Subadvisory Agreement are fair and reasonable in light of
the usual and customary charges made for services of the same nature and
quality. Accordingly, after consideration of the above factors, and such other
factors and information as it deemed relevant, the Board of Trustees, including
all of the Independent Trustees, authorized the Adviser to terminate the
Chancellor LGT Subadvisory Agreement, approved each of the Montag Subadvisory
Agreement and the RCM Subadvisory Agreement and voted to recommend the approval
of each Subadvisory Agreement by the holders of beneficial interests in the
Portfolio.
REQUIRED VOTE
Approval of each Agreement will require the approval of "a majority of the
outstanding voting securities" (as defined below) of the Portfolio present in
person or represented by proxy at a meeting of the holders of the beneficial
interests in the Portfolio. Under the 1940 Act, a "majority of the outstanding
voting securities" of an issuer means the affirmative vote by the lesser of (a)
67% or more of the issuer's voting securities present at a meeting if the
holders of more than 50% of the issuer's outstanding voting securities are
<PAGE>
present in person or represented by proxy or (b) more than 50% of the issuer's
outstanding voting securities (a "1940 Act Majority").
In the event that both Subadvisory Agreements do not receive the requisite
shareholder approval, the Adviser would negotiate a new investment subadvisory
agreement with a different advisory organization or make other appropriate
arrangements, in either event subject to approval in accordance with the 1940
Act.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT INVESTORS IN THE PORTFOLIO
VOTE FOR APPROVAL OF EACH OF THE MONTAG SUBADVISORY AGREEMENT AND THE RCM
SUBADVISORY AGREEMENT.
ITEM 2. TO VOTE ON AUTHORIZING THE BOARD OF TRUSTEES OF THE TRUST TO
SELECT AND CHANGE INVESTMENT SUBADVISERS AND ENTER INTO
INVESTMENT SUBADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF INVESTORS.
As discussed above, the Adviser selects and employs one or more subadvisers to
make the day-to-day investment selections for the Portfolio, and reviews the
subadvisers' continued performance. See "Background." The Adviser may terminate
the services of any subadviser at any time; however, retaining the services of
a new subadviser currently requires Portfolio investor approval.
The 1940 Act requires that all contracts pursuant to which persons serve as
investment advisers to investment companies be approved by shareholders. This
requirement would apply to the appointment of any new or replacement subadviser
to the Portfolio. Absent exemptive relief from the Securities and Exchange
Commission, investors in the Portfolio would be asked to approve the advisory
contract for the new subadviser. The Securities and Exchange Commission has
previously granted conditional exemptions from these shareholder vote
requirements. The Trust has applied for such an exemption, and if it is granted
and this proposed Item 2 is approved, the Board of Trustees of the Trust would
be able, without further investor approval, to appoint additional or
replacement subadvisers. The Trustees would not, however, be able to replace
the Adviser as investment adviser without complying with the 1940 Act and
applicable regulations governing shareholder approval of advisory contracts.
This Item 2 is intended to facilitate the efficient supervision and management
of the subadvisers by the Adviser and the Trustees. The Adviser continuously
monitors the performance of the subadvisers and may from time to time recommend
that the Board of Trustees of the Trust replace a subadviser or appoint
additional subadvisers, depending on the Adviser's assessment of which
<PAGE>
subadviser or combination of subadvisers it believes will optimize the
Portfolio's chances of achieving its investment objective. If the Securities
and Exchange Commission were to grant the exemptive relief and investors were
to approve this proposed Item 2, the Portfolio would no longer be required to
call an investor meeting each time a new subadviser is appointed.
Investor meetings entail substantial costs which could diminish the benefits of
the current subadvisory arrangements. These costs must be weighed against the
benefits of investor scrutiny of proposed contracts with additional or
replacement subadvisers. However, even in the absence of investor approval, any
proposal to add or replace subadvisers would receive careful review. First, the
Adviser would assess the Portfolio's needs and, if it believed additional or
replacement subadvisers could benefit the Portfolio, would search for available
investment subadvisers. Second, any recommendations made by the Adviser would
have to be approved by a majority of the Trustees of the Portfolio Trust,
including a majority of the Independent Trustees. In selecting any new or
replacement subadvisers, the Trustees are required to determine that an
investment management agreement with the subadviser is reasonable, fair and in
the best interests of a fund and its investors, and that the fees provided in
the agreement are fair and reasonable in light of the usual and customary
charges made by others for services of the same nature and quality. Finally,
any further appointments of additional or replacement subadvisers would have to
comply with any conditions contained in the Securities and Exchange Commission
exemptive order, if such order is granted.
The Trustees believe that the proposed authority to select and change
investment subadvisers and enter into investment subadvisory agreements without
obtaining the approval of investors is in the best interests of the investors
in the Portfolio.
REQUIRED VOTE
Authorizing the Board of Trustees of the Trust to select and change investment
subadvisers and enter into investment subadvisory agreements without obtaining
the approval of investors will require the approval of a 1940 Act Majority of
the outstanding voting securities of the Portfolio, present in person or
represented by proxy at the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT INVESTORS IN THE PORTFOLIO
VOTE FOR AUTHORIZING THE TRUSTEES OF THE TRUST TO SELECT AND CHANGE INVESTMENT
SUBADVISERS AND ENTER INTO INVESTMENT SUBADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF INVESTORS.
<PAGE>
ITEM 3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OF INVESTORS AND ANY ADJOURNMENTS THEREOF.
Management of the Trust knows of no other business to be presented at the
Meeting. If any additional matters should be properly presented, it is intended
that the enclosed proxy (if not limited to the contrary) will be voted in
accordance with the judgment of the persons named in such proxy.
ADDITIONAL INFORMATION
The Portfolio's exclusive placement agent is Diversified Investors Securities
Corp., 4 Manhattanville Road, Purchase, New York 10577. The Portfolio's
Administrator and Transfer Agent is Diversified Investment Advisors, Inc., 4
Manhattanville Road, Purchase, New York 10577.
As of the Record Date, no Trustees or officers of the Trust owned beneficially
or had the right to vote any outstanding interests in the Portfolio.
As of the Record Date, the following persons owned of record or had the right
to vote 5% or more of the outstanding beneficial interests in the Portfolio:
_______________.
The Trust is a New York trust and as such is not required to hold annual
meetings of investors, although special meetings may be called for the
Portfolio, or for the Trust as a whole, for purposes such as electing Trustees
or removing Trustees, changing fundamental policies, or approving an advisory
contract. Investor proposals to be presented at any subsequent meeting of
investors must be received by the Trust at the Trust's office within a
reasonable time before the proxy solicitation is made.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Robert F. Colby, Secretary
April ___, 1998
<PAGE>
PROXY CARD PROXY CARD
EQUITY GROWTH PORTFOLIO
A SERIES OF DIVERSIFIED INVESTORS PORTFOLIOS
A PROXY FOR A SPECIAL MEETING
OF INVESTORS TO BE HELD MAY 15, 1998
The undersigned, revoking all Proxies heretofore given, hereby appoints
each of Tom A. Schlossberg, Robert F. Colby and Gerald L. Katz, or any of them,
as Proxies of the undersigned with full power of substitution, to vote on
behalf of all of the undersigned the entire beneficial interest in Equity
Growth Portfolio (the "Portfolio"), a series of Diversified Investors
Portfolios (the "Trust"), which the undersigned is entitled to vote at the
Special Meeting of Investors of the Portfolio to be held at the offices of
Diversified Investment Advisors, Inc., 4 Manhattanville Road, Purchase, New
York 10577 on May 15, 1998, at 10:00 a.m., Eastern time, and at any adjournment
thereof, as fully as the undersigned would be entitled to vote if personally
present, as follows:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS.
1. (a) To vote on approval of a new Investment Subadvisory
Agreement between Diversified Investment Advisors, Inc.
and Montag & Caldwell, Inc.:
___FOR ___AGAINST ___ABSTAIN
(b) To vote on approval of a new Investment Subadvisory
Agreement between Diversified Investment Advisors, Inc.
and Dresdner RCM Global Investors, LLC:
___FOR ___AGAINST ___ABSTAIN
2. To vote on authorizing the Board of Trustees of Diversified Investors
Portfolios to select and change investment subadvisers and enter into
investment subadvisory agreements without obtaining the approval of
investors.
___FOR ___AGAINST ___ABSTAIN
<PAGE>
THE BENEFICIAL INTEREST REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR
ANY PROPOSALS FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
Date:_______________
___________________________________
Signature
___________________________________
Signature of joint owner, if any
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD
When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this proxy. Please sign, date and return in the enclosed
envelope.
EXHIBIT A
INVESTMENT SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT, dated as of January 21, 1998, by and
between Diversified Investment Advisors, Inc., a Delaware corporation
("Diversified") and [Montag & Caldwell, Inc.] [Dresdner RCM Global Investors,
LLC] ("Subadviser").
WITNESSETH:
WHEREAS, Diversified has been organized to operate as an investment
advisor registered under the Investment Advisers Act of 1940 and has been
retained to provide investment advisory services to the Equity Growth
Portfolio, a series of Diversified Investors Portfolios ("Portfolio"), a
diversified open-end management investment company registered under the
Investment Company Act of 1940 ("1940 Act"); and
WHEREAS, Diversified desires to retain the Subadviser to furnish it with
portfolio management services in connection with Diversified's investment
advisory activities on behalf of the Portfolio, and the Subadviser is willing
to furnish such services to Diversified;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Subadviser. In accordance with and subject to the
Investment Advisory Agreement between the Portfolio and Diversified, attached
hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints
the Subadviser to perform the portfolio management services described herein
for the investment and reinvestment [** of 50%**] of the Portfolio's assets,
subject to the control and direction of Diversified and the Portfolio's Board
of Trustees, for the period and on the terms hereinafter set forth.
The Subadviser shall provide Diversified with such investment advice and
supervision as the latter may from time to time consider necessary for the
proper supervision of the Portfolio's assets. The Subadviser shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held uninvested, subject always to the provisions of
the 1940 Act and to the Portfolio's then-current Prospectus and Statement of
Additional Information ("SAI"). The Subadviser will not supervise the
<PAGE>
investment of cash. Cash in the Fund will be invested by Diversified who shall
be solely responsible for the investment of such cash.
In particular, the Subadviser shall: (i) continuously review, supervise
and administer the investment program of the Portfolio; (ii) monitor regularly
the relevant securities for the Portfolio to determine if adjustments are
warranted and, if so, to make such adjustments on a periodic basis; (iii)
determine, in the Subadviser's discretion, the securities to be purchased or
sold or exchanged in order to keep the Portfolio in balance with its designated
investment strategy; (iv) determine, in the Subadviser's discretion, whether to
exercise warrants or other rights with respect to the Portfolio's securities;
(v) determine, in the Subadviser's discretion, whether the merit of an
investment has been substantially impaired by extraordinary events or financial
conditions, thereby warranting the removal of such securities from the
Portfolio; (vi) as promptly as practicable after the end of each calendar
month, furnish a report showing: (a) all transactions during such month, (b)
all assets of the Portfolio on the last day of such month, rates of return, and
(c) such other information relating to the Portfolio as the Diversified may
reasonably request; (vii) meet at least four times per year with Diversified
and with such other persons as may be designated on reasonable notice and at
reasonable locations, at the request of Diversified, to discuss general
economic conditions, performance, investment strategy, and other matters
relating to the Portfolio; (viii) provide the Portfolio with records concerning
the Subadviser's activities which the Portfolio is required to by law maintain;
and (ix) render regular reports to the Portfolio's officers and Directors
concerning the Subadviser's discharge of the foregoing responsibilities.
The Subadviser shall also make recommendations as to the manner in which
voting rights, rights to consent to corporate action and any other rights
pertaining to the Portfolio's securities shall be exercised. Should the Board
of Trustees of the Portfolio at any time, however, make any definite
determination as to investment policy and notify the Subadviser thereof in
writing, the Subadviser shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination has been revoked.
The Subadviser shall take, on behalf of the Portfolio, all actions which
it deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
Portfolio securities for the Portfolio's account with brokers or dealers
selected by it, and to that end the Subadviser is authorized as the agent of
the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of the Portfolio.
In connection with the selection of such brokers or dealers and the placing of
such orders, the Subadviser is directed to seek for the Portfolio, in its best
judgment, prompt execution in an effective manner at the most favorable price.
<PAGE>
Subject to this requirement of seeking the most favorable price, securities may
be bought from or sold to broker-dealers who have furnished statistical,
research and other information or services to the Subadviser or the Portfolio,
subject to any applicable laws, rules and regulations.
2. Allocation of Charges and Expenses. The Subadviser shall furnish at its
own expense all necessary services, facilities and personnel in connection with
its responsibilities under Section 1 above. It is understood that the Portfolio
will pay all of its own expenses including, without limitation, compensation
and out-of-pocket expenses of Trustees not affiliated with the Subadviser or
Diversified; governmental fees; interest charges; taxes; membership dues; fees
and expenses of independent auditors, of legal counsel and of any transfer
agent, administrator, distributor, shareholder servicing agents, registrar or
dividend disbursing agent of the Portfolio; expenses of distributing and
redeeming shares and servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to
shareholders of the Portfolio; expenses connected with the execution, recording
and settlement of Portfolio security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Portfolio, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the
Portfolio; expenses of shareholder meetings; expenses of litigation and other
extraordinary or non-recurring events and expenses relating to the issuance,
registration and qualification of shares of the Portfolio.
3. Compensation of the Subadviser. For the services to be rendered,
Diversified shall pay to the Subadviser an investment advisory fee computed in
accordance with the terms of Schedule B herewith attached. If the Subadviser
serves for less than the whole of any period specified, its compensation shall
be prorated.
4. Covenants and Representations of the Subadviser. The Subadviser agrees
that it will not deal with itself, or with the Trustees of the Portfolio or
with Diversified, or the principal underwriter or distributor as principals in
making purchases or sales of securities or other property for the account of
the Portfolio, except as permitted by the 1940 Act, will not take a long or
short position in the shares of the Portfolio except as permitted by the
Portfolio's Articles, and will comply with all other applicable provisions of
the Portfolio's Articles and By-Laws and any current Prospectus of the
Portfolio.
5. Limits on Duties. The Subadviser shall be responsible only for managing
the assets in good faith and in accordance with the investment guidelines, and
shall have no responsibility whatsoever for, and shall incur no liability on
<PAGE>
account of (i) diversification or selection of such investment guidelines, (ii)
advice on, or management of, any other assets for Diversified, (iii) filing of
any tax or information returns or forms, withholding or paying any taxes, or
seeking any exemption or refund, (iv) registration with any government or
agency, or (v) administration of the plans and trusts investing through the
Portfolio, and shall be indemnified by Diversified for any loss in carrying out
the terms and provisions of this Agreement, including reasonable attorney's
fees, indemnification to brokers and commission merchants, fines, taxes,
penalties and interest. Subadviser, however, shall be liable for any liability,
damages, or expenses of Diversified arising out of the negligence, malfeasance
or violation of applicable law by it or any of its employees in providing
management under this Agreement; and, in such cases, the indemnification by
Diversified, referred to above shall be inapplicable.
The Subadviser may apply to Diversified at any time for instructions and
may consult counsel for Diversified or its own counsel with respect to any
matter arising in connection with the duties of the Subadviser. Also, the
Subadviser shall be protected in acting upon any document which it reasonably
believes to be genuine and to have been signed by the proper person or persons.
6. Exclusivity of the Subadviser. Subadviser represents to Diversified
that for so long as the total assets under Subadviser's management for the
Portfolio equal or exceed $________, Subadviser will not act in a subadvisory
capacity to any Comparable Commingled Fund(s). For purposes of this Section 6,
a "Comparable Commingled Fund" means any domestic commingled portfolio for the
investment of pension assets and whose sponsor has designed such portfolio for
use in Diversified's target market. (See Schedule C).
7. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and, unless
terminated earlier as provided below, shall remain in force for two years, on
which date it will terminate unless its continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of the Trustees of the
Portfolio who are not "interested persons" to this Agreement or of the
Subadviser or Diversified at a meeting specifically called for the purpose of
voting on such approval, and (b) by the Board of Trustees of the Portfolio or
by vote of a majority of the outstanding voting securities of the Portfolio.
However, if the shareholders of the Portfolio fail to approve the Agreement as
provided herein, the Subadviser may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act and Rules thereunder.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by the vote of a majority of the outstanding voting
securities of the Portfolio, or by Diversified. The Subadviser may terminate
the Agreement only upon giving 90 days' advance written notice to Diversified.
This Agreement shall automatically terminate in the event of its assignment.
<PAGE>
This Agreement may be amended only if such amendment is approved by the
vote of a majority of the outstanding voting securities of the Portfolio and by
vote of a majority of the Board of Trustees of the Portfolio who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
The terms "specifically approved at least annually", "vote of a majority
of the outstanding voting securities", "assignment", "affiliated person", and
"interested persons", when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
8. Certain Records. Any records to be maintained and preserved pursuant to
the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which
are prepared or maintained by the Subadviser on behalf of the Portfolio are the
property of the Portfolio and will be surrendered promptly to the Portfolio on
request.
9. Survival of Compensation Rates. All rights to compensation under this
Agreement shall survive the termination of this Agreement.
10. Entire Agreement. This Agreement states the entire agreement of the
parties with respect to management of the Portfolio and may not be amended
except in a writing signed by the parties.
11. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
12. Change of Management and Pending Litigation. Subadviser represents to
Diversified that it will disclose to Diversified as soon as it has knowledge of
any significant change or variation in its management structure or personnel or
any significant change or variation in its management style or investment
philosophy. In addition, Subadviser represents to Diversified that it will
similarly disclose to Diversified, as soon as it has knowledge, the existence
of any pending or threatened significant legal action being brought against it
whether in the form of a lawsuit or an investigation by any federal or state
governmental agency.
Diversified represents to Subadviser that any information received by
Diversified pursuant to this section will be kept strictly confidential.
<PAGE>
13. Use of Name. Subadviser hereby agrees that Diversified may use the
Subadviser's name in its marketing or advertising materials. Diversified agrees
to allow the Subadviser to examine and approve any such materials prior to use.
IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
Diversified Investment Advisors, Inc.
By: /s/ John T. Hughes
[Montag & Caldwell, Inc.]
[Dresdner RCM Global Investors, LLC]
By:__________________________________
<PAGE>
SCHEDULE A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of January 3, 1994 by and between the Equity Growth
Portfolio, a series of Diversified Investors Portfolios (herein called the
"Portfolio"), and Diversified Investment Advisors, Inc. a Delaware corporation
(herein called "Diversified").
WHEREAS, the Portfolio is registered as a diversified, open-end,
management investment company under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, Diversified has been organized to operate as an investment
advisor registered under the Investment Advisers Act of 1940; and
WHEREAS, the Portfolio desires to retain Diversified to render investment
advisory services, and Diversified is willing to so render such services on the
terms hereinafter set forth;
NOW, THEREFORE, this Agreement
WITNESSETH:
In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties hereto as follows:
1. The Portfolio hereby appoints Diversified to act as investment advisor
to the Portfolio for the period and on the terms set forth in this Agreement.
Diversified accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.
2. (a) Diversified shall, at its expense, (i) employ sub-advisors or
associate with itself such entities as it believes appropriate to assist it in
performing its obligations under this Agreement and (ii) provide all services,
equipment and facilities necessary to perform its obligations under this
Agreement.
(b) The Portfolio shall be responsible for all of its expenses and
liabilities, including, but not limited to: compensation and out-of-pocket
expenses of Trustees not affiliated with any subadviser or Diversified;
governmental fees; interest charges; taxes; membership dues; fees and expenses
<PAGE>
of independent auditors, of legal counsel and of any transfer agent,
administrator, distributor, shareholder servicing agents, registrar or dividend
disbursing agent of the Portfolio; expenses of distributing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions and to shareholders of the
Portfolio; expenses connected with the execution, recording and settlement of
Portfolio security transactions; insurance premiums; fees and expenses of the
custodian for all services to the Portfolio, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of shares of the Portfolio; expenses of shareholder
meetings; expenses of litigation and other extraordinary or non-recurring
events and expenses relating to the issuance, registration and qualification of
shares of the Portfolio.
3. (a) Subject to the general supervision of the Board of Trustees of the
Portfolio, Diversified shall formulate and provide an appropriate investment
program on a continuous basis in connection with the management of the
Portfolio, including research, analysis, advice, statistical and economic data
and information and judgments of both a macroeconomic and microeconomic
character.
Diversified will determine the securities to be purchased, sold, lent,
exchanged or otherwise disposed of or acquired by the Portfolio in accordance
with predetermined guidelines as set forth from time to time in the Portfolio's
then-current prospectus and Statement of Additional Information ("SAI") and
will place orders pursuant to its determinations either directly with the
issuer or with any broker or dealer who deals in such securities. In placing
orders with brokers and dealers, Diversified will use its reasonable best
efforts to obtain the best net price and the most favorable execution of its
orders, after taking into account all factors it deems relevant, including the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific transaction and
on a continuing basis. Consistent with this obligation, Diversified may, to the
extent permitted by law, purchase and sell Portfolio securities to and from
brokers and dealers who provide brokerage and research services (within the
meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the
benefit of the Portfolio and/or other accounts over which Diversified or any of
its affiliates exercises investment discretion.
Subject to the review of the Portfolio's Board of Trustees from time to
time with respect to the extent and continuation of the policy, Diversified is
authorized to pay to a broker or dealer who provides such brokerage and
research services a commission for effecting a securities transaction for the
Portfolio which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Diversified
<PAGE>
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of Diversified with respect to the accounts as to which it
exercises investment discretion.
In placing orders with brokers and/or dealers, Diversified intends to
seek best price and execution for purchases and sales and may effect
transactions through itself and its affiliates on a securities exchange
provided that the commissions paid by the Portfolio are "reasonable and fair"
compared to commissions received by other broker-dealers having comparable
execution capability in connection with comparable transactions involving
similar securities and provided that the transactions in connection with which
such commissions are paid are effected pursuant to procedures established by
the Board of the Trustees of the Portfolio. All transactions are effected
pursuant to written authorizations from the Portfolio conforming to the
requirements of Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder. Pursuant to such authorizations, an affiliated
broker-dealer may transmit, clear and settle transactions for the Portfolio
that are executed on a securities exchange provided that it arranges for
unaffiliated brokers to execute such transactions.
Diversified shall determine from time to time the manner in which voting
rights, rights to consent to corporate action and any other rights pertaining
to the Portfolio's securities shall be exercised, provided, however, that
should the Board of Trustees at any time make any definite determination as to
investment policy and notify Diversified thereof in writing, Diversified shall
be bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked.
Diversified will determine what portion of securities owned by the Portfolio
shall be invested in securities described by the policies of the Portfolio and
what portion, if any, should be held uninvested. Diversified will determine
whether and to what extent to employ various investment techniques available to
the Portfolio. In effecting transactions with respect to securities or other
property for the account of the Portfolio, Diversified may deal with itself and
its affiliates, with the Trustees of the Portfolio or with other entities to
the extent such actions are permitted by the 1940 Act.
(b) Diversified also shall provide to the Portfolio administrative
assistance in connection with the operation of the Portfolio, which shall
include compliance with all reasonable requests of the Portfolio for
information, including information required in connection with the Portfolio's
filings with the Securities and Exchange Commission and state securities
commissions.
<PAGE>
(c) As a manager of the assets of the Portfolio, Diversified shall
make investments for the account of the Portfolio in accordance with
Diversified's best judgment and within the Portfolio's investment objectives,
guidelines, and restrictions, the 1940 Act and the provisions of the Internal
Revenue Code of 1986 relating to regulated investment companies subject to
policy decisions adopted by the Board of Trustees.
(d) Diversified shall furnish to the Board of Trustees periodic
reports on the investment performance of the Portfolio and on the performance
of its obligations under this Agreement and shall supply such additional
reports and information as the Portfolio's officers or Board of Trustees shall
reasonably request.
(e) On occasions when Diversified deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
customers, Diversified, to the extent permitted by applicable law, may
aggregate the securities to be so sold or purchased in order to obtain the best
execution or lower brokerage commissions, if any. Diversified may also on
occasion purchase or sell a particular security for one or more customers in
different amounts. On either occasion, and to the extent permitted by
applicable law and regulations, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by
Diversified in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to such other customers.
(f) Diversified shall also provide the Portfolio with
the following services as may be required:
(i) providing office space, equipment and clerical personnel
necessary for maintaining the organization of the Portfolio and
for performing administrative and management functions;
(ii) supervising the overall administration of the Portfolio,
including negotiation of contracts and fees with and the
monitoring of performance and billings of the Portfolio's
transfer agent, custodian and other independent contractors or
agents;
(iii)preparing and, if applicable, filing all documents required for
compliance by the Portfolio with applicable laws and
regulations, including registration statements, registration
fee filings, semi-annual and annual reports to investors, proxy
statements and tax returns;
<PAGE>
(iv) preparation of agendas and supporting documents
for and minutes of meeting of Trustees, committees
of Trustees and investors; and
(v) maintaining books and records of the Portfolio.
4. Diversified shall give the Portfolio the benefit of Diversified's best
judgment and efforts in rendering services under this Agreement. As an
inducement to Diversified's undertaking to render these services, the Portfolio
agrees that Diversified shall not be liable under this Agreement for any
mistake in judgment or in any other event whatsoever provided that nothing in
this Agreement shall be deemed to protect or purport to protect Diversified
against any liability to the Portfolio or its investors to which Diversified
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Agreement or
by reason of the Adviser's reckless disregard of its obligations and duties
hereunder.
5. In consideration of the services to be rendered by Diversified under
this Agreement, the Portfolio shall pay Diversified a fee accrued daily and
paid monthly at an annual rate equal to .70% of the Portfolio's average daily
net assets. If the fees payable to Diversified pursuant to this paragraph 5
begin to accrue before the end of any month or if this Agreement terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination,
as the case may be, shall be prorated according to the proportion which the
period bears to the full month in which the effectiveness or termination
occurs. For purposes of calculating the monthly fees, the value of the net
assets of the Portfolio shall be computed in the manner specified in its
Regulation Statement on Form N-1A for the computation of net asset value. For
purposes of this Agreement, a "business day" is any day the New York Stock
Exchange is open for trading.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Diversified hereby agrees that all records which it maintains for the Portfolio
are property of the Portfolio and further agrees to surrender promptly to the
Portfolio any such records upon the Portfolio's request. Diversified further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records required to be maintained by Rule 31a-1 under the 1940 Act.
6. This Agreement shall be effective as to the Portfolio as of the date
the Portfolio commences investment operations after this Agreement shall have
been approved by the Board of Trustees of the Portfolio and the investor(s) in
the Portfolio in the manner contemplated by Section 15 of the 1940 Act and,
unless sooner terminated as provided herein, shall continue until the second
anniversary of the date hereof. Thereafter, if not terminated, this Agreement
shall continue in effect as to the Portfolio for successive periods of 12
<PAGE>
months each, provided such continuance is specifically approved at least
annually by the vote of a majority of those members of the Board of Trustees of
the Portfolio who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval; and either (a) by the vote of a majority of the full Board of
Trustees or (b) by vote of a majority of the outstanding voting securities of
the Portfolio; provided, however, that this Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by the Board of
Trustees of the Portfolio or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to Diversified, or by
Diversified as to the Portfolio at any time, without payment of any penalty, on
90 days' written notice to the Portfolio. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities", "interested person" and
"assignment" shall have the same meanings as such terms have in the 1940 Act
and the rule and regulatory constructions thereunder).
7. Except to the extent necessary to perform Diversified's obligations
under this Agreement, nothing herein shall be deemed to limit or restrict the
right of Diversified, or any affiliate of Diversified, or any employee of
Diversified, to engage in any other business or devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.
8. The investment management services of Diversified to the Portfolio
under this Agreement are not to be deemed exclusive as to Diversified and
Diversified will be free to render similar services to others.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought and no material amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Portfolio.
This Agreement embodies the entire agreement and understanding between the
parties hereto and supersedes all prior agreements and understandings relating
to the subject matter hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. Should any
<PAGE>
part of this Agreement be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors, to the extent permitted by law.
9. This Agreement shall be construed in accordance with the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the requirements of 1940 Act.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
Attest: Diversified Investments Portfolios
/s/ John Hughes By:/s/ Tom Schlossberg
Chairman and President
Attest: Diversified Investment Advisors, Inc.
/s/ Catherine A. Mohr By:/s/ Gerald L. Katz
Vice President and CFO
<PAGE>
AMENDMENT NO. 1 TO THE
INVESTMENT ADVISORY AGREEMENT DATED JANUARY 3, 1994
BETWEEN
EQUITY GROWTH PORTFOLIO, A SERIES OF
DIVERSIFIED INVESTORS PORTFOLIOS, AND DIVERSIFIED INVESTMENT
ADVISORS, INC.
WHEREAS, the Equity Growth Portfolio, a series of Diversified Investors
Portfolios ("Portfolio"), and Diversified Investment Advisors, Inc.
("Diversified") entered into an Investment Advisory Agreement ("Agreement") as
of January 3, 1994 whereby Diversified would render investment advisory
services to the Portfolio; and
WHEREAS, Section 8 of the Agreement provides for its amendment by the
Portfolio and Diversified provided that any material amendment must be approved
by a majority vote of the outstanding securities of the Portfolio; and
WHEREAS, the Portfolio and Diversified wish to amend the Agreement with
respect to the applicable fee schedule; now
NOW, THEREFORE, subject to obtaining the required majority vote of the
outstanding securities of the Portfolio, the Agreement is amended as follows,
such amendment to be effective as of November 15, 1996.
The first sentence of Section 5 of the Agreement is amended in its
entirety to read as follows:
In consideration of the services to be rendered by Diversified under this
Agreement, the Portfolio shall pay Diversified a fee accrued daily and
paid monthly at an annual rate equal to .62% of the Portfolio's average
daily net assets.
This Amendment No. 1 to the Agreement shall be construed in accordance
with the laws of the State of New York provided that nothing herein shall be
construed in a manner inconsistent with the requirements of the Investment
Company Act of 1940.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed by their officers designated below.
Attest: Diversified Investors Portfolios
_________________________ By:/s/ Tom Schlossberg
Tom Schlossberg
Chairman and President
Attest: Diversified Investment Advisors, Inc.
________________________ By:_________________________________
<PAGE>
SCHEDULE B
The Subadviser shall be compensated for its services under this Agreement on
the basis of the below-described annual fee schedule. The fee schedule shall
only be amended by agreement between the parties.
FEE SCHEDULE
.50% of the aggregate net assets of the Portfolio allocated to
the Subadviser applied to the first $50 million dollars
.25% of the aggregate net assets of the Portfolio allocated to
the Subadviser applied to the next $50 million dollars
.20% of the aggregate net assets of the Portfolio applied
allocated to the Subadviser applied thereafter
Aggregate net assets are equal to the total market value of the Portfolio. Fees
will be calculated by multiplying the arithmetic average of the beginning and
ending monthly net assets in the Portfolio by the fee schedule and dividing by
twelve. The fee will be paid quarterly.
Subadviser further agrees that if at anytime during the term of this
Subadvisory Agreement Subadviser offers another of its clients a lower fee than
that set forth in this Schedule B for the management of a similarly structured
Equity Growth Portfolio/Fund then Diversified will also be charged the lower
rate. Diversified will benefit from the lower rate from the first day that it
is in effect for Subadviser's other client. It is understood and agreed by both
Subadviser and Diversified that this paragraph is applicable solely to
Diversified's Equity Growth Portfolio and not to any other fund/assets which
Subadviser now manages or may manage in the future on Diversified's behalf.
<PAGE>
SCHEDULE C
Target market for 401(a) plans is those plans with assets between $1 and $50
million.
For 403(b) plans, the target market is those plans that have an employee base
between 300 - 2000 lives, and with assets between $1 and $15 million.
<PAGE>
EXHIBIT B
OTHER FUNDS TO WHICH MONTAG ACTS AS INVESTMENT ADVISER:
FUND NAME NET ASSETS AS ANNUAL RATE FEE WAIVERS
OF DECEMBER 31, OF COMPENSATON OR REDUCTIONS
1997
Montag &
Caldwell
Growth Fund
Enterprise 0.30% on None
Growth first $100
Portfolio million of
net assets,
0.25% on next
$100 million
of net
assets and
0.20% on
average in
excess of
$200 million
Style Select 0.48% of None
Large Cap average daily
Growth net assets
Portfolio allocated to
Montag
<PAGE>
EXHIBIT C
OTHER FUNDS TO WHICH RCM ACTS AS INVESTMENT ADVISER:
FUND NAME NET ASSETS AS ANNUAL RATE FEE WAIVERS
OF DECEMBER 31, OF OR REDUCTIONS
1997 COMPENSATION
Dresdner RCM $960,825,038 0.75% of None
Growth Equity average daily
Fund net assets
Dresdner RCM $661,410,636 1.0% of None
Small Cap Fund average daily
net assets
Dresdner RCM $ 98,442,929 0.75% of (1)
International average daily
Growth Equity net assets
Fund A
Bergstrom $158,894,821 0.70% on None
Capital first $10
Corporation million of
average
annual net
assets,
declining in
increments to
0.25% on
average in
excess of
$100 million
Dresdner RCM $ 6,950,334 1.0% of average (2)
Global daily net assets
Technology
Fund
Dresdner RCM $ 4,455,582 1.0% of average (2)
Global Small
Cap Fund
Dresdner RCM $ 4,670,936 1.0% of average (3)
Global Health daily net assets
Care Fund
Dresdner RCM $5,025,234 0.70% of (4)
Large Cap average daily
Growth Fund net assets
Dresdner RCM $3,000,236 1.0% of average (4)
Biotechnology
Fund
Dresdner RCM $2,995,754 1.0% of average (4)
Emergin daily net assets
Market Fund
<PAGE>
(1) RCM has voluntarily undertaken to pay Dresdner RCM International Growth
Equity Fund A the amount, if any, by which certain ordinary operating expenses
of such fund exceed 1% of the average daily net assets of the fund on an annual
basis. [**RCM may terminate this undertaking at anytime, on at least 30 days
advance notice, in its sole discretion.**]
(2) RCM has voluntarily undertaken, until at least December 31, 1997, to pay
the Dresdner RCM Global Technology Fund and the Global Small Cap Fund on a
quarterly basis the amount, if any, by which certain ordinary operating
expenses of each such fund exceed the annual rate of 1.75% of the respective
average daily net assets of each fund.
(3) RCM has voluntarily undertaken, until at least December 31, 1997, to pay
the Dresdner RCM Large Cap Growth Fund on a quarterly basis the amount, if any,
by which certain ordinary operating expenses of such fund exceed the annual
rate of 0.95% of the average daily net assets of the fund.
(4) RCM has voluntarily undertaken, until at least December 31, 1997, to pay
the Dresdner RCM Global Health Care Fund, Dresdner RCM Biotechnology Fund and
Dresdner RCM Emerging Markets Fund on a quarterly basis the amount, if any, by
which certain ordinary operating expenses of each such fund exceed the annual
rate of 1.50% of the average daily net assets of the fund.
