SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Premium Portfolios on behalf of its series -
Growth & Income Portfolio
(Name of Registrant as Specified In Its Charter)
Jennifer H. Hurford
(Name of Person(s) Filing Proxy Statement)
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 its filing.
1. Amount Previously Paid:
__________________________________________________________________________
2. Form, Schedule or Registration Statement No.:
__________________________________________________________________________
3. Filing Party:
__________________________________________________________________________
4. Date Filed:
__________________________________________________________________________
<PAGE>
GROWTH & INCOME PORTFOLIO
Elizabethan Square
George Town, Grand Cayman, BWI
Telephone: (345) 945-1824
NOTICE OF SPECIAL MEETING OF
HOLDERS OF BENEFICIAL INTERESTS
To be held July 30, 1999
A Special Meeting of Holders of Beneficial Interests in Growth & Income
Portfolio, will be held at Citicorp Center, 153 East 53rd Street, 14th Floor,
New York, New York, on Friday, July 30, 1999 at 3:30 p.m., Eastern Time, for
the following purposes:
ITEM 1. To vote on the transfer by Growth & Income Portfolio of all
of its assets to Large Cap Value Portfolio in exchange for
interests in Large Cap Value Portfolio, followed by the
dissolution of Growth & Income Portfolio.
ITEM 2. To transact such other business as may properly come before
the Special Meeting of Holders of Beneficial Interests and any
adjournments thereof.
THE BOARD OF TRUSTEES OF THE PORTFOLIO RECOMMENDS THAT YOU VOTE IN FAVOR
OF ITEM 1.
Only holders of beneficial interests of record on June 7, 1999 will be
entitled to vote at the Special Meeting of Holders of Beneficial Interests and
at any adjournments thereof.
Philip W. Coolidge, President
July 6, 1999
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING
AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE
OF A SECOND SOLICITATION. THE ENCLOSED ADDREsSED ENVELOPE REQUIRES NO POSTAGE
AND IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
GROWTH & INCOME PORTFOLIO
Elizabethan Square
George Town, Grand Cayman, BWI
Telephone: (345) 945-1824
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 Growth & Income Portfolio, for use at a Special
Meeting of Holders of Beneficial Interests in the Portfolio, or any adjournment
thereof, to be held at Citicorp Center, 153 East 53rd Street, 14th Floor, New
York, New York, on Friday, July 30, 1999 at 3:30 p.m., Eastern Time. The
Meeting is being held to vote on a proposed transfer of all of the assets of
the Portfolio and certain other matters, as described below and in the
accompanying Notice of Special Meeting.
The close of business on June 7, 1999 has been fixed as the Record Date
for the determination of holders of beneficial interests entitled to notice of
and to vote at the Meeting. $82,877,851 of beneficial interests in Growth &
Income Portfolio were outstanding as of the close of business on the Record
Date. Holders of record at the close of business on the Record Date will be
entitled to vote in the proportion that their beneficial interests in the
Portfolio bear to the total beneficial interests in the Portfolio.
The Portfolio's Annual Report for the fiscal year ended October 31, 1998,
including audited financial statements, has previously been sent to holders of
beneficial interests and is available without charge upon request by calling
the Portfolio at (345) 945-1824.
This Proxy Statement and Notice of Special Meeting with accompanying form
of proxy are being mailed by the Board of Trustees on or about July 6, 1999.
MANNER OF VOTING PROXIES AND VOTE REQUIRED
If the accompanying form of proxy is executed properly and returned,
interests represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. If no instructions are specified, all beneficial
interests in the Portfolio will be voted FOR proposed Item 1. 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 Portfolio.
If sufficient votes to approve the proposed Item 1 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
<PAGE>
affirmative vote of a majority of those interests voted at the Meeting. When
voting on a proposed adjournment, the persons named as proxies will vote all
interests that they are entitled to vote with respect to Item 1 FOR the
proposed adjournment, unless directed to disapprove the Item, in which case
such interests will be voted against the proposed adjournment.
The presence in person or by proxy of the holders of interests
representing one-third of the outstanding beneficial interests in Growth &
Income Portfolio is required to constitute a quorum at the Meeting for purposes
of voting on Item 1. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions will be treated as 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 Item 1.
GENERAL BACKGROUND
CURRENT STRUCTURE
Growth & Income Portfolio is a master fund in a master/feeder structure.
Certain feeder funds (called "Funds") with the same goals and strategies as the
Portfolio invest all of their investable assets in the Portfolio. The Portfolio
buys, holds and sells securities in accordance with its goals and strategies.
Each Fund may withdraw its investment in the Portfolio at any time, and will do
so when the Fund's Trustees believe that withdrawal would be in the best
interests of the Fund's shareholders. As of April 30, 1999, the Portfolio's net
assets were $81,664,452.
Citibank, N.A. is the investment manager of the Portfolio. Citibank has
delegated the daily management of Growth & Income Portfolio's securities to
SSBC Fund Management, Inc. (SSBC). SSBC is an affiliate of Citibank. Citibank
is entitled to receive a management fee from the Portfolio of 0.70% of the
Portfolio's average daily net assets for its then-current fiscal year, minus
any subadviser fee payable to SSBC.
Citibank and SSBC also serve as manager and subadviser, respectively, of
Large Cap Value Portfolio, another mutual fund that acts as a master fund.
Effective July 31, 1999, Large Cap Value Portfolio will have the same
investment goal as the Portfolio. Currently, ten funds invest in Large Cap
Value Portfolio. SSBC manages Large Cap Value Portfolio in the same manner and
style as it manages Growth & Income Portfolio. Both Growth & Income Portfolio
and Large Cap Value Portfolio invest primarily in the common stocks of issuers
with market capitalizations within the top 1,000 stocks of the equity market
and are managed using a value-oriented approach. As of April 30, 1999, Large
Cap Value Portfolio's net assets were $95,229,611.
Citibank is entitled to receive a management fee from Large Cap Value
Portfolio of 0.60% of the Portfolio's average daily net assets for its
then-current fiscal year, minus any subadviser fee payable to SSBC.
<PAGE>
PROPOSED TRANSFER
Growth & Income Portfolio is proposing a transfer of its assets to Large
Cap Value Portfolio. In exchange, investors in the Portfolio will receive an
interest in Large Cap Value Portfolio corresponding in amount to the investor's
pro rata share of Growth & Income Portfolio's contribution to Large Cap Value
Portfolio. Growth & Income Portfolio will then be dissolved. After giving
effect to the transfer, Citibank will continue to serve as the manager for
Large Cap Value Portfolio, and SSBC will continue to serve as subadviser to
Large Cap Value Portfolio.
The transfer to Large Cap Value Portfolio will permit Growth & Income
Portfolio's securities to be managed as part of a larger portfolio of
securities which is subject to a lower management fee. Economies of scale may
result and may benefit Portfolio investors. Also, master funds managed in the
same way will effectively be combined, reducing the administrative burden on
Citibank.
The Portfolio's Trustees believe that this transaction is in the best
interests of investors in the Portfolio. If approved by investors, the
transaction will be implemented on July 31, 1999 (or another date selected by
Citibank).
ITEM 1. TO VOTE ON THE TRANSFER BY GROWTH & INCOME PORTFOLIO OF ALL OF
ITS ASSETS TO LARGE CAP VALUE PORTFOLIO IN EXCHANGE FOR
INTERESTS IN LARGE CAP VALUE PORTFOLIO, FOLLOWED BY THE
DISSOLUTION OF GROWTH & INCOME PORTFOLIO.
It is intended that proxies submitted by investors in the Portfolio not
limited to the contrary will be voted in favor of Growth & Income Portfolio
transferring all of its assets to Large Cap Value Portfolio. In exchange,
interests in Large Cap Value Portfolio will be issued to investors in Growth &
Income Portfolio. Growth & Income Portfolio will then dissolve.
Growth & Income Portfolio's Declaration of Trust currently states that the
Portfolio's Trustees have the power in their discretion without any requirement
of approval by investors to invest all or a portion of the Portfolio's assets
or other property in one or more investment companies to the extent not
prohibited by the Investment Company Act of 1940, as amended, and exemptive
orders granted under such Act. As a result, Portfolio investor approval is not
required to effect the transfer of assets from Growth & Income Portfolio to
Large Cap Value Portfolio. Nevertheless, the Portfolio's Board of Trustees has
decided to submit this matter to Portfolio investors for approval.
In the event that the proposal in Item 1 does not receive the requisite
investor approval, the Trustees will consider possible alternatives, which
might include resubmission of the proposal for approval by investors.
<PAGE>
VOTE REQUIRED
If a quorum is present at a meeting of the Portfolio's investors, the
affirmative vote of the holders of a majority of the interests in the Portfolio
present, in person or by proxy, at such meeting is required for approval of the
transfer of assets of the Portfolio. For purposes of voting on this transfer,
holders of at least one-third of the interests in the Portfolio, present in
person or by proxy, constitute a quorum.
THE BOARD OF TRUSTEES OF GROWTH & INCOME PORTFOLIO UNANIMOUSLY RECOMMENDS
THAT THE HOLDERS OF BENEFICIAL INTERESTS IN GROWTH & INCOME PORTFOLIO VOTE FOR
APPROVAL OF THE PROPOSED TRANSFER TO LARGE CAP VALUE PORTFOLIO.
ITEM 2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OF HOLDERS OF BENEFICIAL INTERESTS AND ANY
ADJOURNMENTS THEREOF.
The management of the Portfolio 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 the enclosed form of
proxy.
INTERESTS OF CERTAIN PERSONS
As of the Record Date, the Trustees and officers of the Portfolio,
individually and as a group, owned beneficially or had the right to vote less
than 1% of the outstanding interests in the Portfolio or shares of any of the
funds investing in the Portfolio.
As of the Record Date, to the best knowledge of the Portfolio, the
following entities beneficially owned the outstanding beneficial interests in
the Portfolio:
_______________________________________________________
GROWTH & INCOME
PORTFOLIO
_______________________________________________________
NAME OF BENEFICIAL Beneficial Percentage
OWNER Ownership Interest
_______________________________________________________
_______________________________________________________
CitiFunds Growth &
Income Portfolio $59,081,616 71.29%
_______________________________________________________
CitiFunds Growth &
Income Portfolio, Ltd. $23,796,235 28.71%
_______________________________________________________
The address of CitiFunds Growth & Income Portfolio is 21 Milk Street,
Boston Massachusetts 02109. The address of CitiFunds Growth & Income Portfolio,
<PAGE>
Ltd. is c/o Maples and Calder, P.O. Box 309, Ugland House, George Town, Grand
Cayman, Cayman Islands, BWI.
ADDITIONAL INFORMATION
The Portfolio is a series of The Premium Portfolios (known as the
"Trust"), a diversified, open-end registered investment company organized as a
New York trust under a Declaration of Trust dated as of September 13, 1993.
Growth & Income Portfolio was designated as a separate series of the Trust on
December 15, 1997. The mailing address of the Trust is Elizabethan Square,
George Town, Grand Cayman, BWI.
The cost of soliciting proxies in the accompanying form, which is expected
to be about $2,500, will be borne by Citibank. In addition to solicitation by
mail, proxies may be solicited by the Board of Trustees, officers, and regular
employees and agents of the Portfolio without compensation therefor.
The Portfolio's placement agent is CFBDS, Inc., 21 Milk Street, Boston,
Massachusetts 02109. State Street Bank and Trust Company acts as custodian for
the Portfolio. The principal business address of State Street is 225 Franklin
Street, Boston, Massachusetts 02110. State Street Cayman Trust Company, Ltd.
provides transfer agency services to the Portfolio. The principal business
address of State Street Cayman Trust Company, Ltd. is P.O. Box 2508 GT, Grand
Cayman, BWI. Citibank provides administrative services to the Portfolio
pursuant to a Management Agreement.
SUBMISSION OF CERTAIN PROPOSALS
The Trust is a trust formed under the laws of the State of New York, and
as such is not required to hold annual meetings of holders of beneficial
interests, 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.
Proposals of holders of beneficial interests to be presented at any subsequent
meeting of holders of beneficial interests 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,
Philip W. Coolidge, President
July 6, 1999
<PAGE>
APPENDIX
PROXY CARD PROXY CARD
GROWTH & INCOME PORTFOLIO
A PROXY FOR A SPECIAL MEETING OF HOLDERS OF
BENEFICIAL INTERESTS TO BE HELD JULY 30, 1999
The undersigned, revoking all Proxies heretofore given, hereby appoints
each of Philip W. Coolidge, Christine A. Drapeau, Linda T. Gibson, James E.
Hoolahan, Susan Jakuboski and Molly S. Mugler, or any one of them, as Proxies
of the undersigned with full power of substitution, to vote on behalf of all of
the undersigned all beneficial interests in Growth & Income Portfolio which the
undersigned is entitled to vote at the Special Meeting of Holders of Beneficial
Interests in the Portfolio to be held at Citicorp Center, 153 East 53rd Street,
14th Floor, New York, New York, on Friday, July 30, 1999 at 3:30 p.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 PORTFOLIO'S BOARD OF TRUSTEES.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
1. The transfer by Growth & Income Portfolio of all of its assets to Large
Cap Value Portfolio in exchange for interests in Large Cap Value
Portfolio, followed by the dissolution of Growth & Income Portfolio.
______FOR ______AGAINST ______ABSTAIN
THE BENEFICIAL INTERESTS 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
<PAGE>
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.
