SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement o Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|X| Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TOMORROW FUNDS RETIREMENT TRUST (FILE NOS. 33-60841; 811-7315)
--------------------------------------------------------------
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
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[FUND LETTERHEAD]
June 12, 1998
Dear Shareholder:
I am pleased to announce that the Managing Directors of Weiss, Peck &
Greer, L.L.C. ("WPG") have entered into an agreement with Robeco Groep N.V.
("Robeco"), a major Dutch investment management firm, pursuant to which WPG will
become a member of the Robeco group.
As further described in the enclosed proxy statement, Robeco is seeking
through the acquisition of WPG to obtain a U.S. registered investment adviser
and broker-dealer with an established reputation, existing products, in-place
management and existing distribution capability. For WPG, the acquisition
represents an opportunity to continue to provide its clients with the same
quality services to which they have become accustomed while becoming part of a
larger, international organization. This transaction will also afford WPG's
clients access to greater international investing expertise, additional systems
capabilities and a strengthened capital base. The existing WPG professionals
have entered employment contracts with Robeco and the WPG name and management
will be maintained.
The Funds' Trustees have called special shareholder meetings to be held on
July 29, 1998. The primary purpose of the special meetings is to permit each
Fund's shareholders to consider a new investment advisory agreement with WPG to
take effect following the acquisition, as required by federal securities laws.
The terms of the proposed new investment advisory agreement between your Fund
and WPG are substantially identical to the terms of the Fund's current
investment advisory agreement, except for the dates of execution, effectiveness
and termination, and the inclusion of escrow provisions (which are applicable
only in the event that the transaction closes prior to the approval of the new
advisory agreement by the shareholders) The enclosed proxy statement seeks
shareholder approval on this and other proposals.
NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY FUND'S
INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A CHANGE IN
ANY FUND'S PORTFOLIO MANAGER.
The proposals have been unanimously approved by your Board of Trustees,
which recommends you vote "FOR" each of these proposals. YOUR IMMEDIATE RESPONSE
WILL HELP SAVE THE COSTS OF ADDITIONAL SOLICITATIONS. EACH FUND VOTES
SEPARATELY, SO PLEASE SIGN AND RETURN ALL OF THE FUND PROXY FORMS INCLUDED IN
THIS PACKAGE. We look forward to your participation, and we thank you for your
continued confidence in WPG.
Sincerely,
Roger J. Weiss,
CHAIRMAN OF THE BOARD OF TRUSTEES
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IMPORTANT NOTICE
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the proposals to be voted on.
QUESTIONS & ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT?
A: Federal securities laws require a vote by each Fund's shareholders whenever
the Fund's investment adviser is subject to a change in control. The
Managing Directors of Weiss, Peck & Greer, L.L.C., the Funds' investment
adviser, and Robeco Groep N.V. ("Robeco") have entered into an agreement
pursuant to which Robeco will acquire WPG. Your Fund is seeking shareholder
approval of the following proposals:
- -- FOR EACH FUND, approval of a new investment advisory agreement with WPG;
- -- FOR EACH FUND, election of a new Trustee;
- -- FOR ADVISER CLASS SHAREHOLDERS OF EACH FUND, adoption of a new Rule 12b-1
distribution plan; and
- -- FOR EACH FUND, ratification of the selection of independent auditors.
Please refer to the proxy statement for a detailed explanation of these
proposals.
Q: HOW WILL THIS AFFECT MY ACCOUNT?
A: You can expect the same level of management expertise and high-quality
shareholder service from WPG to which you've grown accustomed. The terms of
the proposed new investment advisory agreement between your Fund and WPG
are substantially identical to the terms of the Fund's current investment
advisory agreement, except for the dates of execution, effectiveness and
termination, and the inclusion of escrow provisions (which are applicable
only in the event that the transaction closes prior to the approval of the
new advisory agreement by the shareholders). NONE OF THE PROPOSALS REQUESTS
AN INCREASE IN THE RATE OF ANY FUND'S INVESTMENT ADVISORY FEE. FURTHER, THE
PROPOSED TRANSACTION WILL NOT RESULT IN A CHANGE IN ANY FUND'S PORTFOLIO
MANAGER.
Q: WILL MY VOTE MAKE A DIFFERENCE?
A: Your vote is needed to ensure that the proposals can be acted upon.
Additionally, your immediate response on the enclosed proxy card(s) will
help save the costs of any further solicitations for a shareholder vote. We
encourage all shareholders to participate in the governance of their
Fund(s).
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Q: HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A: After careful consideration, the Trustees of your Fund, including the
independent Trustees who comprise a majority of the Board of Trustees,
unanimously recommend that you vote "FOR" each of the proposals.
Q: WHOM DO I CALL IF I HAVE QUESTIONS?
A: We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-800-223-3332 between 9:00 a.m. and 5:00 p.m. New York
time, Monday through Friday.
Q: WHERE DO I MAIL MY PROXY CARD?
A: You may use the enclosed postage-paid envelope.
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TOMORROW FUNDS RETIREMENT TRUST
Attention: Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, New York 10004
(800) 223-3332
---------------------
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 29, 1998
---------------------
To the Shareholders of:
Tomorrow Long-Term Retirement Fund
Tomorrow Medium-Term Retirement Fund
Tomorrow Short-Term Retirement Fund:
Notice is hereby given that a joint Special Meeting of Shareholders (the
"Meeting") of each of the above-referenced Tomorrow Funds (collectively, the
"Funds") will be held at the offices of Weiss, Peck & Greer, L.L.C., One New
York Plaza, 30th floor, New York, New York 10004, on Wednesday, July 29, 1998 at
1:00 p.m. (New York time).
The Meeting will be held for the following purposes:
1. FOR EACH FUND, to approve a new investment advisory agreement;
2. FOR EACH FUND, to elect a new Trustee;
3. FOR ADVISER CLASS SHAREHOLDERS OF EACH FUND, to adopt a new
Rule 12b-1 distribution plan;
4. FOR EACH FUND, to ratify the selection of KPMG Peat Marwick
LLP as independent auditors for the fiscal year ending
December 31, 1998; and
5. FOR EACH FUND, to transact such other business as may properly
come before the Meeting and any adjournment thereof.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF ALL
OF THE FOREGOING PROPOSALS.
<PAGE>
The Board of Trustees has no knowledge of any other business to be
transacted at the Meeting. Shareholders of record of each Fund at the close of
business on June 1, 1998 are entitled to notice of, and to vote at, the Meeting
and any adjournment thereof.
By Order of the Board of Trustees,
Jay C. Nadel,
SECRETARY
June 12, 1998
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE PROMPTLY
COMPLETE, DATE AND SIGN THE PROXY CARD FOR THE SHARES HELD BY YOU AND RETURN THE
PROXY IN THE ENVELOPE PROVIDED SO THAT YOUR VOTE CAN BE RECORDED. NO POSTAGE IS
REQUIRED IF THE ENVELOPE IS MAILED IN THE UNITED STATES. IF YOU ARE PRESENT AT
THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.
<PAGE>
TOMORROW FUNDS RETIREMENT TRUST
Attention: Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, New York 10004
(800) 223-3332
---------------------
JOINT PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Trustees" or "Board") to be voted at a
joint Special Meeting of Shareholders (the "Meeting") of each of the following
Tomorrow Funds (collectively, the "Funds") to be held at the offices of Weiss,
Peck & Greer, L.L.C., 30th floor, One New York Plaza, New York, New York 10004,
on Wednesday, July 29, 1998 at 1:00 p.m. (New York time):
-- Tomorrow Long-Term Retirement Fund ("Long-Term Fund")
-- Tomorrow Medium-Term Retirement Fund ("Medium-Term Fund")
-- Tomorrow Short-Term Retirement Fund ("Short-Term Fund")
Each Fund is a series of Tomorrow Funds Retirement Trust, a Delaware business
trust (the "Trust"). The approximate mailing date of this Proxy Statement and
accompanying form of proxy is June 12, 1998.
The primary purpose of the Meeting is to permit each Fund's shareholders to
consider proposals ("Proposals") related to the proposed acquisition (the
"Acquisition") of all of the outstanding equity interests of Weiss, Peck &
Greer, L.L.C., the Funds' investment adviser ("WPG" or the "Adviser"), by Robeco
Groep N.V. ("Robeco"), including approving a New Advisory Agreement (defined
below) between each Fund and WPG. If a Fund's shareholders approve the New
Advisory Agreement (Proposal 1) and the Acquisition is completed, WPG will
remain as the Fund's investment adviser but will be a wholly-owned subsidiary of
Robeco. The vote of shareholders on the New Advisory Agreements is required
under the Investment Company Act of 1940, as amended (the "1940 Act"), as a
result of Robeco's contemplated acquisition of WPG. Each Fund's New Advisory
Agreement is substantially identical to such Fund's Current Advisory Agreement
(defined below), except for the dates of execution, effectiveness and
termination, and the inclusion of escrow provisions (which are applicable only
in the event that the Acquisition closes prior to the approval of the New
Advisory Agreement by the shareholders). AS DESCRIBED BELOW, NONE OF THE
PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY FUND'S INVESTMENT ADVISORY
FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A CHANGE IN ANY FUND'S
PORTFOLIO MANAGER.
The following table summarizes each Proposal to be presented at the Meeting
and the Funds (and Class thereof, if applicable) solicited with respect to such
Proposal:
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PROPOSAL AFFECTED FUNDS
- --------------------------------------------------------------------------------
1. Approval of New Advisory Agreements All Funds
2. Election of a New Trustee All Funds
3. Adoption of New 12b-1 Distribution Plans Adviser Class Share of Each
Fund
4. Ratification of KPMG Peat Marwick LLP as All Funds
Independent Auditors
- --------------------------------------------------------------------------------
Participating in the Meeting are holders of shares of beneficial interest
(collectively, the "Shares") of each Fund. The Board has fixed the close of
business on June 1, 1998 as the record date (the "Record Date") for the
determination of holders of Shares of each Fund entitled to vote at the Meeting
and any adjournment thereof. Shareholders of a Fund on the Record Date will be
entitled to one vote per each Share held with respect to each Proposal submitted
to the shareholders of that Fund (or Class thereof), and a fractional vote with
respect to fractional Shares on each matter as to which such Shares are entitled
to vote, with no Share having cumulative voting rights. A copy of the joint
Annual Report (including financial statements) for each Fund for the fiscal year
ended December 31, 1997 was previously mailed to each shareholder of the Funds.
ADDITIONAL COPIES OF THE FUNDS' ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING THE ANNUAL REPORT, WHEN AVAILABLE) ARE AVAILABLE WITHOUT
CHARGE UPON REQUEST TO THE FUNDS AT THE ADDRESS OR PHONE NUMBER LISTED ABOVE.
PROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENTS
THE ACQUISITION
The Managing Directors of WPG, Lloyds America Securities Corp. and certain
other persons (together with the Managing Directors and Lloyds America
Securities Corp., the "Sellers"), who collectively own all of the outstanding
equity interests in WPG, have entered an agreement (the "Purchase Agreement")
with Robeco Groep N.V. ("Robeco") for the Sellers to sell all of the equity
interests of WPG to Robeco (the "Acquisition"). After the completion of the
Acquisition, WPG will be a wholly-owned subsidiary of Robeco.
Robeco is seeking through the Acquisition to obtain a U.S. registered
investment adviser and broker-dealer with an established reputation, existing
products, in-place management and existing distribution capability. For WPG, the
Acquisition represents an opportunity to continue to provide its clients with
the same quality services to which they have become accustomed while becoming
part of a larger, international organization. The Acquisition will also afford
WPG's clients access to greater international investing expertise, additional
systems capabilities and a strengthened capital base.
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The Acquisition is not expected to result in material changes in the
business, corporate structure or composition of the senior management or
personnel of WPG, or in the manner in which WPG renders advisory, administrative
or brokerage services to the Funds. Except as described below under "Certain
Arrangements," the Purchase Agreement does not contemplate any changes, other
than changes in the ordinary course of business, in the management or operations
of WPG relating to the Funds, the personnel managing the Funds or in the other
service providers to or business activities of the Funds. Further, the Trust's
Trustees will not change as a result of the Acquisition. Robeco and WPG do not
anticipate that the Acquisition or any ancillary transactions will cause any
reduction in the quality of services now provided by WPG to the Funds, or have
any adverse effect on WPG's ability to fulfill its obligations under the New
Advisory Agreements or to operate its businesses in a manner consistent with
past business practices.
THE TERMS OF THE PURCHASE AGREEMENT
The Acquisition is expected to close during the third quarter of 1998,
provided that a number of conditions set forth in the Purchase Agreement are met
or waived. The conditions require, among other things, that as of the closing of
the Acquisition the shareholders of the Funds and investors in certain accounts
advised by WPG or its affiliates (which investment companies and accounts have
aggregate assets in excess of a minimum amount) have approved new investment
advisory agreements or consented to the assignment of existing investment
advisory agreements. In consideration for all of the outstanding equity
interests in WPG to be transferred to Robeco, Robeco will pay approximately $375
million in cash to the Sellers at the closing, subject to certain purchase price
adjustments set forth in the Purchase Agreement. The initial purchase price is
subject to certain adjustments based on, among other things, the amount of
revenues generated by assets under management of WPG and its affiliates at
specified times. In addition to the initial purchase price, the Sellers and
other key WPG employees are eligible to receive up to an additional $200 million
contingent upon the level of WPG's cash flow during the five years after the
closing. As a condition to the closing, Robeco will either provide to WPG
approximately $22.5 million which will be used to repay existing indebtedness of
WPG or obtain a waiver from the lender of any requirement that WPG prepay such
amount in connection with the Acquisition. There is no financing condition to
the closing of the Acquisition. WPG has been advised by Robeco that as of June
1, 1998, no determination has been made to what extent additional indebtedness
will be incurred by Robeco in connection with the Acquisition. Robeco has agreed
not to change WPG's name for at least five years after the Acquisition without
the approval of WPG's executive committee.
The current Managing Directors of WPG, including Roger J. Weiss, who is the
Chairman of the Board and President of the Trust, and certain officers of WPG
have entered into employment agreements with WPG in connection with the
Acquisition. All of the Funds' portfolio managers have also entered into
employment agreements. The Purchase Agreement contemplates that Robeco will, and
will cause WPG to, honor such employment agreements. The employment agreements
are intended to ensure that the services of the Managing Directors and relevant
officers are available to WPG (and thus to the Funds) for a term of at least
three years. Under the Purchase Agreement, the Managing Directors of WPG,
including Mr. Roger J.
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Weiss and other Managing Directors who are also officers of the Funds, will
receive a portion of the initial purchase price upon the consummation of the
Acquisition and will be eligible to receive a portion of the contingent purchase
price based on their contributions to the continued profitability of WPG after
the Acquisition. Each employment agreement prohibits the employee from competing
with WPG in various ways for a certain time period after the termination of
employment. Although there can be no assurance that any employee of WPG will
choose to remain employed by WPG after the Acquisition, WPG expects to continue
after the Acquisition to provide competitive compensation and benefit packages
and other incentives necessary to retain and attract quality personnel.
INFORMATION CONCERNING WPG
WPG is a privately held Delaware limited liability company with over 28
years' experience as an investment adviser to individual and institutional
clients. Founded in 1970, WPG is currently owned by 35 Managing Directors,
Lloyds America Securities Corp. and certain others. WPG has approximately 240
employees in addition to its Managing Directors. WPG is a member firm of the New
York Stock Exchange and, together with its affiliates, had approximately $16
billion of assets under management as of June 1, 1998. ANNEX A to this Proxy
Statement sets forth the name, business address and principal occupation of each
of WPG's Managing Directors. ANNEX A also lists each Trustee and officer of the
Funds who is a Managing Director or employee of WPG. After completion of the
Acquisition, WPG will be a wholly-owned subsidiary of Robeco and a
representative of Robeco will be appointed to WPG's executive committee. The
members of WPG's executive committee currently are Stephen H. Weiss (Chairman),
Roger J. Weiss, Philip Greer, Ronald M. Hoffner, Wesley W. Lang, Jr., Mitch
Cantor and Gill Cogan, all of whom expect to continue such service after the
Acquisition. A new Managing Board, responsible for the strategic management of
WPG, will be established in connection with the Acquisition. The Managing Board
will consist of eight members, four of which will be appointed by WPG and four
of which will be appointed by Robeco. Despite the Board's composition, the
members appointed by Robeco will have voting control of the Managing Board and
thus of WPG.
INFORMATION CONCERNING ROBECO
Robeco is a Dutch corporation that was formed to be the holding company for
100% of the shares of Robeco International B.V. and Robeco Nederland B.V.
("Robeco Nederland") (collectively referred to as the "Robeco Group").
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland owns
50% of the shares of Robeco and the balance is owned by shareholders of the
Robeco Group funds.
The Robeco Group is a fund management group. Robeco Nederland advises and
manages investment funds, some of whose shares are traded primarily on the
Amsterdam Stock Exchange, which funds include (1) Robeco N.V., (2) Rolinco N.V.,
(3) Rorento N.V., (4) RG Rente Mixfund N.V., (5) RG Obligatie Mixfund N.V., (6)
RG Aandelen Mixfund N.V., (7) RG Florente Fund N.V., (8) RG Divirente Fund N.V.,
(9) RG America Fund N.V., (10) RG Europe Fund N.V., (11) RG Pacific Fund N.V.,
(12) Nettorente Fund N.V., (13) RG Hollands Bezit N.V., (14) RG Emerging Markets
Fund N.V., (15) RG Tactimix Funds, and (16) RG Zelfselect Landen Fund N.V.
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Robeco Nederland also advises and manages a number of institutional funds. The
Robeco Group operates primarily outside of the United States, although it
currently holds significant ownership interests in three U.S. investment
advisers.
The Robeco Group, through its subsidiaries, has approximately 1,250
employees worldwide. Of the approximately $59.4 billion in assets under
management at December 31, 1997, approximately $810 million was managed in the
U.S.
EFFECT OF THE ACQUISITION ON THE CURRENT ADVISORY AGREEMENTS
Consummation of the Acquisition will constitute an "assignment" (as defined
in the 1940 Act) of the investment advisory agreement currently in effect
between each Fund and WPG (the "Current Advisory Agreement"). As required by the
1940 Act, each Current Advisory Agreement provides for its automatic termination
in the event of an assignment. Accordingly, the Current Advisory Agreements will
terminate upon consummation of the Acquisition.
In anticipation of the Acquisition and in order for WPG to continue to
serve as the Funds' investment adviser after consummation of the Acquisition
(except on a temporary basis pursuant to an order which may be issued by the
Securities and Exchange Commission (the "SEC")), a new investment advisory
agreement (the "New Advisory Agreement") between each Fund and WPG must be
approved (i) by a majority of the Trustees of the Trust who are not parties to
the New Advisory Agreement or interested persons of any party thereto (the
"Independent Trustees") and (ii) by vote of the holders of "a majority of the
outstanding voting securities" (within the meaning of the 1940 Act) of such
Fund.
At a meeting held on May 19, 1998, the Trustees, including the Independent
Trustees, unanimously voted to approve the New Advisory Agreement for each Fund
and to recommend that the shareholders of each Fund vote FOR the approval of the
New Advisory Agreement.
TERMS OF THE NEW ADVISORY AGREEMENTS
The terms of each Fund's proposed New Advisory Agreement are substantially
identical to the terms of the Fund's Current Advisory Agreement, except for the
dates of execution, effectiveness and termination, and the inclusion of escrow
provisions (which are applicable only in the event that the Acquisition closes
prior to the approval of the New Advisory Agreement by the shareholders). All
the terms described below with respect to the New Advisory Agreements were
contained in the Current Advisory Agreements. The following summary of the New
Advisory Agreements is qualified by reference to the form of New Advisory
Agreement attached to this Proxy Statement as ANNEX B.
-------
The investment advisory fee, as a percentage of net assets payable by each
Fund, will be the same under each New Advisory Agreement as under the Current
Advisory Agreement (such rates are set forth below). If each New Advisory
Agreement had been in effect for each Fund's
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most recently completed fiscal year, the amount of advisory fees payable to WPG
by each Fund would have been identical to those payable under each Current
Advisory Agreement.
Each New and Current Advisory Agreement provides that WPG will regularly
provide the Fund with investment research, advice and supervision and will
furnish continuously an investment program for the Fund consistent with the
Fund's investment objectives and policies. WPG will determine from time to time
what securities to purchase for the Fund, what securities to be held or sold by
the Fund and what portion of the Fund's assets to be held uninvested as cash.
The New and Current Advisory Agreements provide that WPG pays the compensation
and expenses of all of its personnel and makes available, without expense to the
Funds, the services of such of its Managing Directors, officers and employees as
may duly be elected officers or trustees of the Trust. Each Fund is responsible
for all of its other expenses, including without limitation: (i) fees and
expenses of any administrator of the Fund; (ii) organization expenses of the
Trust or the Fund; (iii) fees and expenses incurred by the Trust in connection
with membership in investment company organizations; (iv) brokers' commissions;
(v) payment for portfolio pricing services to a pricing agent, if any; (vi)
legal, accounting or auditing expenses (including an allocable portion of the
cost of WPG's employees rendering legal services to the Trust); (vii) interest,
insurance premiums, taxes or governmental fees; (viii) the fees and expenses of
the transfer agent of the Trust; (ix) the cost of preparing stock certificates
or any other expenses, including clerical expenses of issue, redemption or
repurchase of Shares of the Fund; (x) the expenses of and fees for registering
or qualifying Shares for sale and of maintaining the registration of the Trust
and registering the Trust as a broker or a dealer; (xi) the fees and expenses of
Trustees of the Trust who are not affiliated with WPG; (xii) the cost of
preparing and distributing reports and notices to shareholders, the SEC and
other regulatory authorities; (xiii) the fees or disbursements of custodians of
the Trust's assets, including expenses incurred in the performance of any
obligations enumerated by the Declaration of Trust or By-Laws of the Trust
insofar as they govern agreements with any such custodian; (xiv) costs in
connection with annual or special meetings of shareholders, including proxy
material preparation, printing and mailing; (xv) litigation and indemnification
expenses and other extraordinary expenses not incurred in the ordinary course of
the Fund's business; or (xvi) distribution fees and service fees.
Each New and Current Advisory Agreement provides that WPG shall not be
liable for any error of judgment, mistake of law or for any loss sustained by
reason of the adoption of any investment policy or the purchase, sale or
retention of any security on the recommendation of WPG, whether or not such
recommendation shall have been based upon its own investigation and research or
upon investigation and research made by any other individual, firm or
corporation; but nothing contained in the Advisory Agreement shall protect WPG
against any liability to the Fund or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on the part of WPG in the performance
of its duties, or by reason of its reckless disregard of its obligations and
duties under the Advisory Agreement.
WPG's activities with respect to the Funds are subject to the review and
supervision of the Trust's Board, to which WPG renders periodic reports with
respect to each Fund's investment activities. If approved by shareholders at the
Meeting, the New Advisory Agreements would take effect upon the later to occur
of (i) the obtaining of shareholder approval or (ii) the closing
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of the Acquisition. (The Funds applied for exemptive relief to permit WPG to
serve as the Funds' investment adviser under the New Advisory Agreements for a
limited time after the consummation of the Acquisition but prior to shareholder
approval of the New Advisory Agreements. See "Miscellaneous" below.) Each New
Advisory Agreement would continue in effect for an initial period of two years
after its effectiveness and would continue in effect thereafter for successive
one year periods as long as each such continuance is approved in accordance with
the requirements of the 1940 Act. Each New Advisory Agreement may be terminated
at any time, without the payment of any penalty, by the Trust's Board or by at
least a 1940 Act Majority Vote (as defined below) of the Shares of the relevant
Fund, or by WPG, upon not more than 60 days' written notice, and automatically
terminates in the event of its assignment.
For its investment advisory services under each New Advisory Agreement, WPG
is entitled to receive a fee equal on an annual basis to 0.75% of each Fund's
average daily net assets. The advisory fee is accrued daily and paid monthly and
will be prorated if WPG shall not have acted as a Fund's investment adviser
during any entire monthly period. WPG voluntarily agreed not to impose any
advisory fees for the Funds during the fiscal year ended December 31, 1997.
In addition to serving as each Fund's investment adviser, WPG serves as the
Funds' administrator under separate administration agreements (the
"Administration Agreements"). In that capacity, WPG performs administrative,
transfer agency related and shareholder relations services and certain clerical
and accounting services for each Fund (to the extent not provided by other
service providers). For its services under the Administration Agreements, WPG is
entitled to receive a fee, computed daily and paid monthly, at an annual rate
based on each Fund's average daily net assets. WPG voluntarily agreed not to
impose any administration fees for the Funds during the fiscal year ended
December 31, 1997. The continuance of each Fund's Administration Agreement must
be approved annually by the Trust's Board. The compensation payable by the Funds
to WPG under the Administration Agreement is reviewed annually by the Trustees,
who may increase or decrease the rate of compensation without shareholder
approval. Following the consummation of the Acquisition, WPG will continue to
serve as the Funds' administrator.
At December 31, 1997, the Funds' net assets were: Long-Term Fund --
$5,282,164; Medium-Term Fund -- $13,652,170; and Short-Term Fund -- $15,609,315.
THE CURRENT ADVISORY AGREEMENTS
The continuance of each Fund's Current Advisory Agreement was last approved
by the Trust's Trustees, including a majority of the Independent Trustees,
voting in person at a meeting called for that purpose on April 22, 1998. Each
Fund's Current Advisory Agreement was approved by WPG, as the Fund's sole
initial shareholder prior to the date on which the Fund commenced operations.
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PORTFOLIO BROKERAGE
It is the general policy of WPG not to employ any broker in the purchase or
sale of securities for a Fund's portfolio unless WPG believes that the broker
will obtain the best result for the Fund under the circumstances, taking into
consideration such relevant factors as price, commission rate, the ability of
the broker to effect the transaction and the broker's facilities, reliability
and financial responsibility. Subject to the foregoing, where transactions are
effected on U.S. securities exchanges, each Fund employs WPG as the primary
broker.
The commission rate on all securities transactions on U.S. securities
exchanges is subject to negotiation. Section 17(e) of the 1940 Act limits to
"the usual and customary broker's commission" the amount which can be paid by a
Fund to any affiliated person, such as WPG, acting as broker in connection with
transactions effected on a securities exchange. The Board, including a majority
of the Independent Trustees, has adopted procedures designed to comply with the
requirements of Section 17(e) of the 1940 Act and Rule 17e-1 thereunder to
ensure that WPG's commissions are "reasonable and fair compared to the
commission, fee or other remuneration received by other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time . . .." The
Board, including a majority of the Independent Trustees, determines at least
quarterly that transactions have been effected in compliance with those
procedures. WPG, as the Funds' investment adviser, has the obligation to provide
management to the Funds, which includes elements of research and related skills.
Therefore, when acting as broker to the Funds, WPG will not use research and
related skills as a basis for negotiating commission rates. For the fiscal year
ended December 31, 1997, the Long-Term Fund, Medium-Term Fund and Short- Term
Fund paid brokerage commissions of $4,655, $10,176 and $11,952 to WPG, equal to
98%, 97% and 99% of the aggregate brokerage commissions paid by the Funds,
respectively.
In selecting brokers other than WPG (and any other affiliated person of the
Funds) to effect transactions on securities exchanges, the Funds consider the
factors set forth in the first paragraph under this heading and any investment
products or services provided by such brokers, subject to the criteria of
Section 28(e) of the Securities Exchange Act of 1934. Subject to such criteria,
WPG may cause the Funds to pay commissions to an unaffiliated broker in an
amount higher than another firm might charge, if WPG determines in good faith
that the commissions paid are reasonable in relation to the value of the
brokerage and research services provided, viewed either in terms of that
particular transaction or WPG's overall responsibilities with respect to all of
its advisory accounts. Each year, WPG considers the amount and nature of the
research services provided by other brokers as well as the extent to which such
products and services are relied upon, and attempts to allocate a portion of the
brokerage business of its clients, including the Funds, on the basis of that
consideration. Under the New Advisory Agreements, WPG may continue to allocate
commissions to unaffiliated brokers on the basis of research services provided,
subject to the criteria described above. WPG's advisory fees under the New
Advisory Agreements will not be reduced by the receipt of research services.
- 8 -
<PAGE>
CERTAIN ARRANGEMENTS
In the Purchase Agreement, WPG covenants with Robeco to use its reasonable
best efforts to cause each Fund to enter into an underwriting agreement with a
person other than WPG on terms that are reasonably acceptable to Robeco. WPG, in
its capacity as the Funds' administrator, is currently reviewing proposals from
prospective candidates and is expected to make a recommendation to the Trust's
Board at a meeting to be held on July 22, 1998. The 1940 Act requires that any
underwriting agreement entered into by a Fund be approved by at least a majority
of the Fund's Trustees who are not parties to the agreement or "interested
persons" (as defined in the 1940 Act) of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. It is expected that
the terms of any underwriting agreement will require that the principal
underwriter (acting as agent) to sell shares of the Funds to investors or,
acting as principal, to purchase shares from a Fund and to resell them for the
account of investors. WPG currently serves as the Funds' principal underwriter.
ACTION BY THE BOARD AND RECOMMENDED SHAREHOLDER ACTION
At a meeting held on May 19, 1998, the Trustees, including the Independent
Trustees, unanimously voted to approve the New Advisory Agreement for each Fund
and to recommend that the shareholders of each Fund vote FOR the approval of the
New Advisory Agreements.
In evaluating the New Advisory Agreements, the Trustees reviewed materials
furnished by WPG and Robeco, including information regarding WPG, Robeco, their
respective affiliates and their personnel, operations and financial condition.
The Trustees also reviewed the terms of the Acquisition and its possible effects
on the Funds and their shareholders. Representatives of WPG discussed with the
Trustees the anticipated effects of the Acquisition, and, together with a
representative of Robeco, indicated their belief that as a consequence of the
proposed transaction, the operations of the Funds and the capabilities of WPG to
provide advisory and other services to the Funds would not be materially
adversely affected and may be enhanced by the resources of Robeco, though there
could be no assurance as to any particular benefits that may result.
In making their recommendation, the Trustees deemed to be especially
important the experience of WPG's key personnel in portfolio management, the
arrangements made to secure the continued service of the key personnel in
portfolio management, the high quality and extent of research and management
services WPG is expected to continue to provide to the Funds, and the fair and
reasonable compensation proposed to be paid to WPG by the Funds under the New
Advisory Agreements and that the rate of such compensation is identical to the
rate of compensation under the Current Advisory Agreements (which they had
recently reviewed and approved). The Trustees also specifically considered the
following as relevant to their recommendations: (1) that the fee and expense
ratios of the Funds are reasonable given the quality of services expected to be
provided and are comparable to the fee and expense ratios of similar mutual
funds; (2) the relative performance of the Funds since commencement of
operations to comparable mutual funds and unmanaged indices; (3) that the terms
of the New Advisory Agreements are substantially identical to those of the
Current Advisory Agreements, except for different execution dates, effective
dates and termination dates, and the inclusion of escrow provisions (which are
applicable only in the event that the Acquisition closes prior to the approval
of the New Advisory Agreement by the shareholders); (4) the favorable history,
- 9 -
<PAGE>
reputation, qualification and background of WPG and Robeco, as well as the
qualifications of their personnel and their respective financial conditions; (5)
the commitment of WPG to pay the expenses of the Funds in connection with the
Acquisition so that shareholders of the Funds would not have to bear such
expenses; (6) the possibility of benefits that may be realized by the Funds as a
result of WPG's affiliation with Robeco, including any resources of Robeco that
would be available to WPG, and the continued use, to the extent permitted by
law, of WPG for brokerage services; and (7) other factors deemed relevant by the
Trustees.
SECTION 15(F) OF THE 1940 ACT
Section 15(f) of the 1940 Act permits, in the context of a change in
control of an investment adviser to a registered investment company, the receipt
by such investment adviser (or any of its affiliated persons) of any amount or
benefit in connection with such sale, as long as two conditions are satisfied.
First, there may not be imposed an "unfair burden" on the investment company as
a result of the sale of such interest, or any express or implied terms,
conditions or understandings applicable thereto. The term "unfair burden," as
defined in the 1940 Act, includes any arrangement during the two-year period
after the transaction whereby the investment adviser (or predecessor or
successor adviser), or any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services), or from any person in connection with
the purchase or sale of securities or other property to, from or on behalf of
the investment company (other than ordinary fees for bona fide principal
underwriting services).
The Board has not been advised by WPG of any circumstances arising from the
Acquisition that might result in the imposition of an "unfair burden" being
imposed on the Funds. Moreover, Robeco has agreed in the Purchase Agreement
that, upon consummation of the Acquisition, it will take no action which would
have the effect, directly or indirectly, of violating any of the provisions of
Section 15(f) of the 1940 Act in respect of the Acquisition. In this regard, the
Purchase Agreement provides that Robeco will conduct itself and cause WPG to
conduct itself so that no "unfair burden" will be imposed on any Fund as a
result of the transactions contemplated by the Purchase Agreement.
Notwithstanding the foregoing, WPG may permit a voluntary fee waiver
unilaterally adopted by it to expire at any time and no assurance can be given
that voluntary waivers will not be permitted to expire during the two year
period. During the two year period following the Acquisition, WPG and Robeco do
not intend to change WPG's policies with respect to the circumstances under
which voluntary fee waivers may be permitted to expire. Following the
Acquisition, to the extent permitted by applicable law, Robeco and WPG
anticipate that the Funds will continue to use WPG and its affiliates for
brokerage services although the level of affiliated brokerage will not exceed
historical levels for a period of at least two years under a policy established
by the Trustees.
The second condition of Section 15(f) is that during the three-year period
immediately following a transaction to which Section 15(f) is applicable, at
least 75% of the subject investment company's board of trustees must not be
"interested persons" (as defined in the 1940 Act) of the investment company's
investment adviser or predecessor adviser. The Trust's
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<PAGE>
Board is currently composed of fewer than 75% Independent Trustees. Proposal 2
to this Proxy Statement seeks the election of one additional Trustee in order to
comply with this 75% Independent Trustee condition subsequent to the
Acquisition.
MISCELLANEOUS
WPG and the Funds have filed an application (the "Application") with the
SEC requesting an order permitting implementation, without obtaining prior
shareholder approval, of the New Advisory Agreements during an interim period
commencing on the date of the closing of the Acquisition and ending at the
earlier of such time as sufficient votes are cast by the applicable Fund's
shareholders to approve the New Advisory Agreement and October 31, 1998 (the
"Interim Period"). The exemptive relief would be effective only in the event
that a quorum of a Fund's shareholders has not been present at the Meeting to
consider the approval of its New Advisory Agreement by the date of the closing
of the Acquistion.
A condition to the relief requested is expected to require that any
advisory fees earned by WPG under the New Advisory Agreements during the Interim
Period be held in an interest-bearing escrow account and be paid to WPG only
upon approval by shareholders of the Funds of the applicable New Advisory
Agreement and the compensation payable thereunder earned during the Interim
Period. If a Fund's shareholders do not vote to approve its New Advisory
Agreement by the expiration of the Interim Period, the fees held in the escrow
account will be remitted to the Fund, WPG will no longer serve as the Fund's
investment adviser and the New Advisory Agreement will terminate. WPG has agreed
in the Application to take all appropriate steps to ensure that the scope and
quality of its advisory and other services provided to the Funds during the
Interim Period will be at least equivalent to the scope and quality of services
provided under the Current Advisory Agreements, and that, in the event of any
material change in the personnel providing advisory services pursuant to the New
Advisory Agreements during the Interim Period, the Trustees of each Fund will be
apprised and consulted to assure that they are satisfied that the services
provided will not be diminished in scope or quality. There can be no assurance
that the SEC will grant the relief requested or that the conditions of the
relief requested will be as described above.
At a meeting to be held on July 22, 1998, it is anticipated that the
Trustees, including the Independent Trustees, will conclude that payment of the
investment advisory fees under the New Advisory Agreements during the Interim
Period would be appropriate and fair and will recommend that the shareholders of
each Fund vote to approve the payment of the advisory fees earned by WPG under
the New Advisory Agreements during the Interim Period. The New Advisory
Agreements will not be implemented, and WPG will not be entitled to receive any
advisory fee thereon, during the Interim Period unless the Trustees of each Fund
take the actions described in the previous sentence.
In the event that the closing of the Acquisition occurs prior to the
shareholders of a Fund approving its New Advisory Agreement, the approval of
Proposal 1 by such shareholders will
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<PAGE>
also be deemed to be approval of the payment of the advisory fees to WPG under
the applicable New Advisory Agreement during the Interim Period.
CONCLUSION AND RECOMMENDATION OF THE BOARD
Based upon a review of the above factors, the Board concluded that the
terms of the New Advisory Agreements are fair to, and in the best interest of
each Fund and the shareholders of each Fund. The Trustees, including the
Independent Trustees, unanimously recommend that the shareholders of each Fund
vote to approve the New Advisory Agreement at the Meeting.
If the shareholders of a Fund do not approve the New Advisory Agreement
with respect to their Fund and the Acquisition is consummated, the Trustees
would consider what further action to take consistent with their fiduciary
duties to the Fund. Such actions may include obtaining for the Fund interim
investment advisory services at cost or at the current fee rate either from WPG
or from another advisory organization. Thereafter, the Trustees would either
negotiate a new investment advisory agreement with an advisory organization
selected by the Trustees or make other appropriate arrangements. In the event
the Acquisition is not consummated, WPG would continue to serve as investment
adviser of the Funds pursuant to the terms of the Current Advisory Agreements.
VOTE REQUIRED
Each New Advisory Agreement must be approved by the vote of at least "a
majority of the outstanding voting securities" of the respective Fund, which is
defined under the 1940 Act with respect to each Fund as the lesser of (i) 67% or
more of the Shares of the Fund entitled to vote thereon present in person or by
proxy at the Meeting if the holders of more than 50% of such Fund's outstanding
Shares are present in person or represented by proxy or (ii) more than 50% of
such Fund's outstanding Shares entitled to vote thereon (a "1940 Act Majority
Vote").
THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THE NEW
ADVISORY AGREEMENTS.
--------------------------
PROPOSAL 2: ELECTION OF A NEW TRUSTEE
Mr. Graham E. Jones is the nominee for election by shareholders as a
Trustee to the Board of Trustees of the Trust. The persons named in the enclosed
proxy will vote to so elect Mr. Jones, unless authority to vote is withheld by
marking the proxy to that effect. If Mr. Jones should be unable to serve (an
event not now anticipated), the proxies will be voted for such person, if any,
as shall be designated by the Independent Trustees of the Trust to replace the
nominee.
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<PAGE>
At a meeting held on May 19, 1998, Mr. Jones was selected and nominated to
serve as a trustee by the Trust's Nominating Committee, which Committee is
composed of the Trust's Independent Trustees. At a meeting of the Trust's
Trustees also held on that date, Mr. Jones was appointed as a Trustee of the
Trust by the existing Trustees, and he has accepted the service as Trustee. Mr.
Jones has not yet been elected by the shareholders of the Funds. Under the
Trust's Declaration of Trust, a person serves in the capacity as Trustee for
life or until his successor is elected or the Trust terminates, subject to the
terms and conditions of the Trust's Declaration of Trust, By-laws and retirement
policy, until his earlier resignation, retirement, removal or death.
INFORMATION CONCERNING THE NOMINEE
Set forth below is certain information concerning Mr. Jones, the nominee
for election as Trustee. Mr. Jones has engaged in the principal occupations
listed in the following table for more than five years.
NAME, ADDRESS, BUSINESS EXPERIENCE
DATE OF BIRTH AND DIRECTORSHIPS
- ------------- -----------------
Graham E. Jones Financial Manager, Practice Management Systems
330 Garfield Street (Medical Services Company)
Suite 200 Trustee, all WPG Funds
Santa Fe, NM 87501 Trustee, RWB/WPG U.S. Large Stock Fund
Director, The Malaysia Fund
January 31, 1933 Director, The Thai Fund
Director, The Turkish Investment Fund
Trustee, various investment companies managed by
Morgan Grenfell Capital Management, Inc. and
Morgan Grenfell Investment Services, Ltd
INFORMATION CONCERNING EXISTING TRUSTEES AND OFFICERS
Set forth below is information concerning the existing Trustees and the
existing officers of the Trust. The existing Trustees were previously elected by
WPG, as the sole initial shareholder of each Fund, prior to the date that the
Funds commenced operations and are not subject to reelection by shareholders at
the Meeting. Unless otherwise noted, each of the existing Trustees and officers
has engaged in the principal occupation listed in the following table for more
than five years but not necessarily in the same capacity.
- 13 -
<PAGE>
NAME, ADDRESS, BUSINESS EXPERIENCE
DATE OF BIRTH AND DIRECTORSHIPS
- ------------- -----------------
Roger J. Weiss* Senior Managing Director, WPG
One New York Plaza Chairman of the Board, all WPG Funds
New York, NY 10004 Chairman of the Board, RWB/WPG U.S. Large Stock
Fund
May 29, 1939 President, Weiss, Peck & Greer International Fund
Executive Vice President and Director, WPG
Chairman of the Board, Advisers, Inc.
President and Trustee
Raymond R. Herrmann, Jr. Chairman of the Board, Sunbelt Beverage
654 Madison Avenue Corporation (distributor of drugs and health care
Suite 1400 products, wine and spirits)
New York, NY 10017 Life Member, Board of Overseers of Cornell Medical
College
September 11, 1920 Member of Board and Executive Committee, Sky
Ranch for Boys
Trustee Member, Evaluation Advisory Board, Biotechnology
Investments, Ltd.
Lawrence J. Israel Private Investor
200 Broadway Director and Trustee of the Touro Infirmary
Suite 249 Member of the Intercollegiate Athletics Committee
New Orleans, LA 70118 of the Administrators of the Tulane Educational
Fund
December 13, 1934
Trustee
Francis H. Powers* Managing Director, WPG
One New York Plaza Vice President and Secretary, Weiss, Peck & Greer
New York, NY 10004 Advisers, Inc.
Executive Vice President and Treasurer, all WPG
Funds
July 6, 1940 Executive Vice President and Treasurer, RWB/WPG
U.S.
Executive Vice President Large Stock Fund
and Treasurer
- 14 -
<PAGE>
NAME, ADDRESS, BUSINESS EXPERIENCE
DATE OF BIRTH AND DIRECTORSHIPS
- ------------- -----------------
Jay C. Nadel* Managing Director, WPG
One New York Plaza Director of Operating Departments, WPG
New York, NY 10004 Executive Vice President and Secretary, all WPG
Funds Executive Vice President and Secretary,
RWB/WPG U.S. Large Stock Fund
Executive Vice President
and Secretary
Daniel Cardell* Managing Director, WPG
One New York Plaza since May 1996
New York, NY 10004 Former Senior Vice President and Director of
Equities, Bank of America
July 31, 1957
Vice President
Daniel S. Vandivort* Managing Director, WPG since 1994
One New York Plaza Previously Managing Director and Head of U.S.
New York, NY 10004 Fixed Income, Senior Portfolio Manager and
Director, Global Product Development and
Marketing with CS First
July 4, 1954 Boston Investment
Vice President
Joseph J. Reardon* Senior Vice President, Mutual Fund Operations, WPG
One New York Plaza Vice President, all WPG Funds
New York, NY 10004 Vice President, RWB/WPG U.S. Large Stock
Fund
April 4, 1960
Vice President
- ----------------
* "Interested Person" within the meaning of the 1940 Act as a result of the
Trustee's or officer's position with WPG.
Shares of the Funds may be purchased only by insurance company separate
accounts and certain qualified pension or retirement plans. As of the Record
Date, none of Mr. Jones (the
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<PAGE>
nominee for election) or the existing Trustees or officers of the Trust
beneficially owned (I.E., had voting or investing power in) Shares of any Fund.
The Trust's Declaration of Trust and ByLaws provide that the Trustees shall fix
the number of trustees and that such number shall not be less than one and not
greater than 15. The Trustees have fixed the number of Trustees at four.
During the fiscal year ended December 31, 1997, the Board of Trustees met
four times. Each Trustee attended each of these meetings as well as each meeting
of any committee on which he served. The Trust pays each Trustee, other than Mr.
Weiss who is an "interested person" (as defined in the 1940 Act) of WPG, an
annual retainer and a fee for each Board meeting attended. The Trustees are also
reimbursed for travel expenses in connection with attending such meetings.
During the fiscal year ended December 31, 1997, the Trust paid aggregate
Trustees' fees as described below:
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
TOMORROW TOMORROW TOMORROW BENEFITS COMPENSATION
LONG-TERM MEDIUM-TERM SHORT-TERM ACCRUED AS FROM THE FUNDS
RETIREMENT RETIREMENT RETIREMENT PART OF THE AND OTHER FUNDS
FUND FUND FUND FUNDS' IN THE COMPLEX*
---- ---- ---- EXPENSES ---------------
NAME OF TRUSTEE --------
- --------------- --------
<S> <C> <C> <C> <C> <C>
Roger J. Weiss $ 0 $ 0 $ 0 $ 0 $ 0
Raymond R. Herrmann, Jr. 2,000 2,000 2,000 0 34,125
Lawrence J. Israel 2,000 2,000 2,000 0 34,125
Harvey E. Sampson** 2,000 2,000 2,000 0 29,625
<FN>
- ------------------
* As of Record Date, there were 13 mutual funds in the Weiss, Peck & Greer group of
funds (including the Funds).
** As of April 23, 1998, Mr. Sampson is no longer a Trustee of the Trust.
</FN>
</TABLE>
No other direct compensation was paid by the Trust to the Trustees and
officers during the fiscal year ended December 31, 1997. Mr. Weiss, a Trustee,
and the officers of the Trust who are also Managing Directors of WPG received
indirect compensation from the Funds in the form of brokerage commissions
received by WPG on transactions in each Fund's portfolio securities executed by
WPG as primary broker for the Funds. Although WPG voluntarily agreed not to
impose each Fund's advisory fee during the fiscal year ended December 31, 1997,
such persons would have also received indirect compensation from the Funds to
the extent WPG received any such fees.
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<PAGE>
The Trust's Board has appointed an Audit Committee consisting of all the
Independent Trustees, who are currently Messrs. Herrmann and Israel. The Audit
Committee is responsible for reviewing with the Funds' independent auditors
matters relating to the Funds' accounting affairs. During the fiscal year ended
December 31, 1997, the Audit Committee met on three occasions to review with the
Funds' independent auditors the scope of their financial statement examination,
the results of the audit and the Funds' internal accounting control procedures.
The Trust's Board has also appointed a Nominating Committee consisting of
all the Independent Trustees, who are currently Messrs. Herrmann and Israel.
During the fiscal year ended December 31, 1997, the Nominating Committee did not
meet. The primary responsibility of the Nominating Committee is the selection
and nomination of candidates to serve as Independent Trustees of the Trust. The
Nominating Committee will consider nominees recommended by shareholders to serve
as Trustees provided that any shareholder submitting such a recommendation
complies with all relevant provisions of Rule 14a-8 under the Securities
Exchange Act of 1934. These provisions require, among other things, that a
shareholder submitting a recommendation be a record or beneficial owner of at
least one percent or $1,000 of Shares at the time the recommendation is
submitted and submit documentary support of such beneficial ownership, and that
the shareholder present the recommendation at the meeting at which the
recommendation will be acted upon. The shareholder must also satisfy the
timeliness requirements discussed below in this Proxy Statement under
"Shareholder Proposals."
VOTE REQUIRED
The election of Mr. Jones as a Trustee of the Trust requires the
affirmative vote of a majority of the Shares of all the Funds, voting together
as a single class, present at the Meeting.
THE BOARD RECOMMENDS A VOTE "FOR" ELECTION OF THE NEW TRUSTEE.
--------------------------
PROPOSAL 3: ADOPTION OF NEW RULE 12B-1 DISTRIBUTION PLANS
FOR ADVISER CLASS SHARES OF EACH FUND
GENERAL
Consummation of the Acquisition will constitute an "assignment" (as defined
in the 1940 Act) of the current Distribution Plans applicable to the Adviser
Class shares of each Fund (the "Current Distribution Plans"). As required under
Rule 12b-1, each Fund's Current Distribution Plan will terminate automatically
in the event of its assignment. Accordingly, a
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<PAGE>
Fund may only continue to participate in its Plan if the Fund's Adviser Class
shareholders adopt a new Distribution Plan (the "New Distribution Plan") for
such Fund.
At a meeting held on May 19, 1998, the Trust's Board, including the
Independent Trustees, unanimously voted to approve the New Distribution Plans
for the Adviser Class Shares of the Funds and to recommend that the Adviser
Class shareholders of each Fund vote FOR the approval of the New Distribution
Plans.
TERMS OF THE NEW DISTRIBUTION PLANS
The terms of the New Distribution Plans are substantially identical to the
terms of the Current Distribution Plans, except for the dates of execution and
effectiveness. All the terms described below with respect to the New
Distribution Plans were contained in the Current Distribution Plans. The
following summary of the New Distribution Plans is qualified by reference to the
form of New Distribution Plan attached to this Proxy Statement as ANNEX C.
The Funds' New and Current Distribution Plans provide that the Funds shall
compensate WPG for distribution services and personal and account maintenance
services performed and expenses incurred by WPG in connection with the Funds'
Adviser Class shares. The amount of compensation paid during any one fiscal year
for distribution services is equal to 0.25% of the Fund's average daily net
assets attributable to Adviser Class shares. Distribution services and expenses
include, without limitation: (A) compensation to and expenses (including
allocable overhead, travel and telephone expenses) of (i) brokers and dealers
who are members of the National Association of Securities Dealers, Inc. ("NASD")
or their officers, sales representatives and employees, (ii) WPG and any of its
affiliates and any of their respective officers, sales representatives and
employees, (iii) banks and their officers, sales representatives and employees,
who engage in or support distribution of the Fund's Adviser Class shares; (B)
printing of reports and prospectuses relating to the Adviser Class shares for
other than existing shareholders, and (C) preparation, printing and distribution
of sales literature and advertising materials relating to the Adviser Class
shares.
The amount of compensation for personal and account maintenance services
paid during any one fiscal year is equal to 0.25% of the Fund's average daily
net assets attributable to Adviser Class shares. WPG may receive compensation
for personal and account maintenance services with respect to Adviser Class
shares for which no dealer of record exists, where less than all the fee for
personal and account maintenance services has been paid to a dealer of record or
where a dealer of record has not met qualification standards. Personal and
account maintenance services include, without limitation: payments made to or on
account of WPG or any of its affiliates, banks, other brokers and dealers who
are members of the NASD, or their officers, sales representatives and employees,
who respond to inquiries of, and furnish assistance to, shareholders regarding
their ownership of Adviser Class shares or their accounts or who provide similar
services not otherwise provided by or on behalf of the Funds.
- 18 -
<PAGE>
The New Distribution Plans may not be amended to increase materially the
amounts to be payable thereunder for distribution services without the approval
by at least a 1940 Act Majority Vote (as defined above) of the Adviser Class
Shares of the relevant Fund and, in any event, may not be amended in any way
without the approval of a majority of the Independent Trustees.
If approved by the Funds' Adviser Class shareholders at the Meeting, the
New Distribution Plans would take effect upon the later to occur of (i) the
obtaining of shareholder approval or (ii) the closing of the Acquisition. The
New Distribution Plans will continue in effect from year-to-year as long as each
such continuance is approved annually in accordance with the requirements of the
1940 Act. Each New Distribution Plan may be terminated without penalty by a
majority of the Independent Trustees or by at least a 1940 Act Majority Vote (as
defined above) of the Adviser Class Shares of the relevant Fund. In addition,
the New Distribution Plans terminate automatically in the event of their
assignment.
The terms of the New Distribution Plans are intended to comply with Rule
12b-1 under the 1940 Act and with the Conduct Rules of the NASD. The Securities
and Exchange Commission and the NASD may from time to time propose various
amendments to Rule 12b-1 and the Conduct Rules, respectively, which may affect
the New Distribution Plans. If any amendment of Rule 12b-1 or the Conduct Rules
is adopted, the Trustees will consider what, if any, modification of the New
Distribution Plans or related practices may be appropriate.
Rule 12b-1 requires that the selection and nomination of the Trust's
Trustees who are not "interested persons" of the Trust be committed to the
discretion of the Trust's Independent Trustees.
THE CURRENT DISTRIBUTION PLANS
The continuance of the Current Distribution Plans was last approved by the
Trust's Trustees, including a majority of the Independent Trustees, voting in
person at a meeting called for that purpose on April 22, 1998. Each Current
Distribution Plan was adopted by the relevant Fund's sole initial Adviser Class
shareholder prior to the date that the Fund commenced operations. The Current
Distribution Agreements have not been amended since their adoption.
During the fiscal year ended December 31, 1997, the Funds paid or incurred
fees pursuant to the Current Distribution Plans as follows: Long-Term Fund --
$13,451 (0.41% of average daily net assets); Medium-Term Fund -- $45,818 (0.46%
of average daily net assets); and Short-Term Fund -- $59,671 (0.47% of average
daily net assets).
EVALUATION OF THE NEW DISTRIBUTION PLANS BY THE BOARD
At a meeting held on May 19, 1998, the Board evaluated all information
deemed reasonably necessary to make an informed determination that, in the
exercise of their reasonable
- 19 -
<PAGE>
business judgment and in view of their fiduciary duties, there was a reasonable
likelihood that the adoption of the New Distribution Plans would benefit the
Funds and their respective Adviser Class shareholders. In particular, the Board
believes that the amounts spent under the Plans have assisted or may assist each
Fund in potential asset growth and economies of scale, and in reducing the
likelihood of net redemptions in the future and the negative effects associated
therewith.
The Board considered that the level of fees prescribed by the New
Distribution Plans are identical to the level prescribed under the Current
Distribution Plans and that the terms of the New Distribution Plans are
substantially identical to those of the Current Distribution Plans, except for
the dates of execution and effectiveness. The Board also considered other
potential benefits to the Funds of continuing their Distribution Plans.
CONCLUSION AND RECOMMENDATION OF THE BOARD
Based upon a review of the above factors, the Board concluded that there
was a reasonable likelihood that the adoption of each New Distribution Plan
would benefit the respective Fund and its Adviser Class shareholders. The Board,
including the Independent Trustees, unanimously recommends that the Adviser
Class shareholders of each Fund vote to adopt the New Distribution Plans at the
Meeting.
VOTE REQUIRED
To be adopted, each New Distribution Plan must be approved by at least a
1940 Act Majority Vote (as defined above) of the Adviser Class Shares of the
applicable Fund. It is intended that should Proposal 1, regarding the New
Advisory Agreement, be approved by a Fund's shareholders, proxies relating to
Adviser Class Shares of that Fund not indicating a contrary intention will be
voted in favor of adopting that Fund's New Distribution Plan. If the Adviser
Class shareholders of a Fund do not adopt that Fund's New Distribution Plan, the
Trustees would consider what further action to take.
THE BOARD RECOMMENDS A VOTE "FOR"
ADOPTION OF THE NEW DISTRIBUTION PLANS.
--------------------------
PROPOSAL 4: RATIFICATION OF SELECTION OF KPMG PEAT MARWICK LLP
AS INDEPENDENT AUDITORS FOR THE FUNDS
At a meeting held on January 20, 1998, the Board, including the Independent
Trustees, selected the firm of KPMG Peat Marwick LLP as the Funds' independent
auditors for the fiscal year ending 1998, subject to ratification by the Funds'
shareholders. At a meeting held on May 19, 1998, each Board, including the
Independent Trustees, unanimously voted to
- 20 -
<PAGE>
recommend that the shareholders of each Fund vote FOR the ratification of the
selection of KPMG Peat Marwick LLP, as the Funds' independent auditors.
Audit services performed by KPMG Peat Marwick LLP during the fiscal year
ended December 31, 1997 consisted of examining each Fund's financial statements,
consulting on financial, accounting and reporting matters, reviewing and
consulting on the Fund's filings with the SEC, and attending the Fund's audit
committee meetings. The firm also performed non-audit services consisting of
reviewing brokerage commission payments and preparing income tax returns of the
Funds.
A representative of KPMG Peat Marwick LLP is expected to be available at
the meeting to make a statement if he or she desires to do so and to respond to
appropriate questions. KPMG Peat Marwick LLP has advised the Funds that it has
no direct or indirect financial interest in the Funds.
VOTE REQUIRED
The ratification of the selection of KPMG Peat Marwick LLP as the Funds'
independent auditors for the fiscal year ending 1998 must be approved by at
least a 1940 Act Majority Vote (as defined above) of the Shares of each Fund.
THE BOARD RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
SELECTION OF KPMG PEAT MARWICK LLP AS THE FUNDS'
INDEPENDENT AUDITORS.
--------------------------
PROXIES AND VOTING AT THE MEETING
A proxy, if properly executed, duly returned and not revoked, will be voted
in accordance with the instructions marked thereon. As to Proposals for which no
instructions are given, such proxy will be voted in favor of each Proposal. The
proxy confers discretionary authority upon the persons named therein to vote on
other business which may come before the Meeting. The Board knows of no other
business to be presented at the Meeting. Should other business properly be
brought before the Meeting, it is intended that the accompanying proxy will be
voted thereon in accordance with the judgment of the persons named as proxies.
A shareholder may revoke a proxy at any time prior to its exercise by
filing with the Secretary of the Trust a written notice revoking the proxy or by
executing a proxy dated subsequent to the date of a previously executed proxy.
Attendance at the Meeting will not itself be deemed to revoke a proxy unless the
shareholder gives affirmative notice at the Meeting that the shareholder intends
to revoke the proxy and vote in person.
- 21 -
<PAGE>
The voting requirement for passage of a particular Proposal depends on the
nature of the particular proposal. With respect to Proposals 1, 3 and 4, the
"vote of a majority of the outstanding voting securities" is required, which is
defined under the 1940 Act, with respect to a Fund, as the lesser of (i) 67% or
more of the voting securities of the Fund entitled to vote thereon present in
person or by proxy at the Meeting, if the holders of more than 50% of the
outstanding voting securities of the Fund are present in person or represented
by proxy or (ii) more than 50% of the outstanding voting securities of the Fund
entitled to vote thereon. Only Adviser Class Shares of each Fund vote on
Proposal 3. The majority of the Shares of the Funds, voting together as a single
class, actually voted at the Meeting is required to elect the new Trustee as
described in Proposal 2.
In the event that the applicable quorum (the presence in person or by proxy
of the holders of a majority of the Shares outstanding and entitled to vote on a
matter) is not obtained, or in the event that insufficient Shares for approval
of a particular Proposal are represented at the Meeting for which a quorum is
present, an adjournment or adjournments of the Meeting for that Fund may be
sought by the Board to permit further solicitation of proxies. Any adjournment
would require the affirmative vote of the holders of a majority of the Shares of
the particular Fund (or class thereof) present in person or by proxy at the
Meeting (or any adjournment thereof) and entitled to vote on the Proposal
subject to the adjournment. The persons named as proxies will vote all Shares
represented by proxies which they are entitled to vote in favor of the Proposal
in favor of an adjournment and will vote all Shares required to be voted against
the Proposal against an adjournment. A proxy that is properly executed by a
broker or nominee and returned accompanied by instructions to withhold authority
to vote represents a broker "non- vote." A broker non-vote occurs when a broker
or nominee does not receive instructions from the beneficial owner or other
person entitled to vote on a particular matter with respect to which the broker
or nominee does not have discretionary power. Shares represented by broker non-
votes will not be considered to be present at the Meeting for purposes of
determining the existence of a quorum and will be deemed not cast with respect
to the Proposals. If no instructions are received by the broker or nominee from
the shareholder with reference to routine matters, the Shares represented
thereby may be considered present for purposes of determining the existence of a
quorum and, if so determined, will be deemed cast with respect to such matters.
Also, a properly executed and returned proxy marked with an abstention will be
considered present at the Meeting for purposes of determining a quorum. Although
broker non- votes and abstentions do not constitute a vote "for" or "against"
the matter, they have the effect of a "no" vote for purposes of determining
whether the Proposals have been approved. Proposals 1 through 3 are not
considered to be routine matters as to which brokers may vote without
instructions.
The Meeting is scheduled as a joint meeting of the Funds' shareholders
because the shareholders of each Fund are expected to consider and vote on
similar matters. The Board has determined that the use of a joint Proxy
Statement for the Meeting is in the best interest of the shareholders of each
Fund. In the event that a shareholder of any Fund present at the Meeting objects
to the holding of a joint meeting and moves for an adjournment of the meeting of
such
- 22 -
<PAGE>
Fund to a time immediately after the Meeting so that such Fund's meeting may be
held separately, the persons named as proxies will vote in favor of the
adjournment. Shareholders of each Fund will vote separately on each Proposal
relating to their Fund (or class thereof), and an unfavorable vote on a Proposal
by the shareholders of one Fund will not affect the implementation of such
Proposal approved by the shareholders of another Fund.
SHAREHOLDER PROPOSALS
A proposal from a shareholder of a Fund intended to be presented at any
shareholder meeting hereafter called must be received by the Fund within a
reasonable time before the solicitation relating thereto is made in order to be
included in the proxy statement and proxy card related to such meeting. Under
the Trust's Declaration of Trust and the By-Laws, meetings of the shareholders
are required to be held only when necessary under the 1940 Act. It is therefore
likely that, in future years, shareholder meetings will not be held on an annual
basis. The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Shareholder proposals are
subject to certain regulations under the federal securities laws.
GENERAL
It is anticipated that proxy solicitations will be made principally by
mail, although Managing Directors and officers of the Funds and WPG may, without
special compensation, contact shareholders by telephone, facsimile or other
electronic media. Arrangements have been made with brokers, custodians, nominees
and fiduciaries to send proxy materials to beneficial owners. In addition, WPG
may retain an outside firm to assist in the solicitation of proxies. WPG shall
bear all the expenses of the solicitation, including the printing, postage and
other expenses related to preparation of this Proxy Statement.
SHARE OWNERSHIP
To the knowledge of the Funds, no shareholder owned beneficially or of
record on the Record Date 5% or more of the outstanding Shares of any Fund,
except as set forth below.
- 23 -
<PAGE>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
- ---------------- ------------------ ------------------
LONG-TERM FUND
First Union National Bank NC 601,444 64.79%
Funds Group
Attn: Kay Lavender
1525 W T Harris Boulevard
NC-1076
Charlotte, NC 28288-1076
AIG Life Insurance Co. 71,961 7.75%
Separate Account I
c/o Variable Accounting
PO Box 667
Wilmington, DE 19899-0667
Heat and Frost Insulators Local 17 66,170 7.13%
401(K)
3850 S Racine
Chicago, IL 60609
61,307 6.60%
Pebsco Cass
FBO City of Chicago
c/o IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Great Western Life & Annuity 46,394 5.00%
FBO Chicago Transit Authority
8515 B Orchard Road, Attn 2T2
Englewood, CO 80111
- 24 -
<PAGE>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
- ---------------- ------------------ ------------------
MEDIUM-TERM FUND
First Union National Bank NC 1,270,722 74.48%
Funds Group
Attn: Kay Lavender
1525 W T Harris Boulevard
NC-1076
Charlotte, NC 28288-1076
Heat and Frost Insulators Local 17 107,220 6.28%
401(K)
3850 S Racine
Chicago, IL 60609
SHORT-TERM FUND
First Union National Bank NC 1,290,507 46.73%
Funds Group
Attn: Kay Lavender
1525 W T Harris Boulevard
NC-1076
Charlotte, NC 28288-1076
Sheet Metal Workers Local #73 1.096,626 39.70%
c/o CIGNA
Attn: Trading Unit
280 Trumbull St., H06A
Hartford, CT 06103
- 25 -
<PAGE>
ANNEX A
-------
INFORMATION REGARDING THE MANAGING DIRECTORS AND OFFICERS OF WPG
POSITIONS
NAME* WITH WPG* POSITIONS WITH THE FUNDS
- ----- --------- ------------------------
Samuel H. Armacost Managing Director
Annette Bianchi. Managing Director
Mitchell E. Cantor Managing Director
Daniel J. Cardell Managing Director Vice President
(all Funds)
Don W. Ceglar Managing Director
Gill Cogan Managing Director
Douglas L. Di Pasquale Managing Director
Ellen M. Feeney Managing Director
Janet Fiorenza Managing Director
Margery Z. Flicker Managing Director
Philip Greer Senior Managing Director
Ronald M. Hoffner Managing Director
James W. Kiley Managing Director
A. Roy Knutsen Managing Director
Alan D. Kohn Managing Director
Wesley W. Lang, Jr. Managing Director
Marvin B. Markowitz Managing Director
Howard G. Mattsson Managing Director
Jay C. Nadel Managing Director Executive Vice President
and Secretary (all
Funds)
Joseph Parascondola Assistant Manager Assistant Vice President
(all Funds)
A-1
<PAGE>
POSITIONS
NAME* WITH WPG* POSITIONS WITH THE FUNDS
- ----- --------- ------------------------
Peter B. Pfister Managing Director
Richard S. Pollack Managing Director
Steven Pomerantz Managing Director
McGehee Porter Managing Director
Francis H. Powers Managing Director Executive Vice President
and Treasurer (all
Funds)
Joseph J. Reardon Senior Vice President
Vice President (all
Funds)
R. Scott Richter Managing Director
Nelson Schaenen, Jr. Managing Director
Christopher J. Schaepe Managing Director
James S. Schainuck Managing Director
Adam Starr Managing Director
Daniel S. Vandivort Managing Director Vice President
(all Funds)
Roger J. Weiss Senior Managing Chairman of the Board
Director and President (all Funds)
Stephen H. Weiss Chairman of the Executive
Committee/Senior Managing
Director
Craig S. Whiting Managing Director
Laurence G. Zuriff Managing Director
Hugh S. Zurkuhlen Managing Director
- ------------
* The principal business address of each Managing Director and officer of WPG
is One New York Plaza, New York, New York 10004. The principal occupation
of each Managing Director and officer of WPG is serving in that capacity to
WPG.
A-2
<PAGE>
ANNEX B
-------
FORM OF
INVESTMENT ADVISORY AGREEMENT
[NAME OF TOMORROW FUND]
AGREEMENT made as of the __ day of ___, 1998, by and between TOMORROW FUNDS
RETIREMENT TRUST, a Delaware business trust (the "Trust"), on behalf of its
series TOMORROW [_________________________] FUND (the "Fund"), and WEISS, PECK &
GREER, L.L.C., a Delaware limited liability company (the "Investment Adviser" or
"WPG").
The Trust is an open-end, management investment company, registered under
the Investment Company Act of 1940, as amended (the "1940 Act"). The Investment
Adviser is an investment adviser registered under the Investment Advisers Act of
1940, as amended, and is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended.
The Trust desires the Investment Adviser to render services to the Trust,
on behalf of the Fund, and the Investment Adviser is willing to render such
services upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. INVESTMENT ADVISER. The Trust will, and hereby does, retain the
------------------
Investment Adviser to act as the investment adviser of the Fund and to provide
certain services, as more fully set forth below, and the Investment Adviser
hereby accepts such retainer.
2. SUB-ADVISERS. The Investment Adviser may engage one or more investment
------------
advisers which are either registered as such or specifically exempt from
registration under the Investment Advisers Act of 1940, as amended, to act as
sub-advisers to provide with respect to the Fund certain services set forth in
Section 4 of this Agreement, all as shall be set forth in a written contract to
which the Trust, on behalf of the Fund, and the Investment Adviser shall be
parties, which contract shall be subject to approval by the vote of a majority
of the Trustees of the Trust who are not interested persons of the Investment
Adviser, the sub-adviser or of the Trust, cast in person at a meeting called for
the purpose of voting on such approval and by the vote of a majority of the
outstanding voting securities of the Fund and otherwise consistent with the
terms of the 1940 Act.
3. INFORMATION SUPPLIED BY THE TRUST. The Trust will, from time to time,
---------------------------------
deliver to the Investment Adviser detailed statements of the assets and
resources of the Fund and information as to the Fund's investment objectives.
B-1
<PAGE>
4. ADVISORY SERVICES.
(a) The Investment Adviser will regularly provide the Trust, on behalf of
the Fund, with investment research, advice and supervision and will
furnish continuously an investment program for the Fund consistent
with the investment objectives and policies of the Fund. The
Investment Adviser will determine from time to time what securities
shall be purchased for the Fund, what securities shall be held or sold
by the Fund and what portion of the Fund's assets shall be held
uninvested as cash, subject always to the provisions of the Trust's
Declaration of Trust, By-Laws and its registration statement under the
1940 Act and under the Securities Act of 1933 covering the Trust's
shares, as filed with the Securities and Exchange Commission, and to
the investment objectives, policies and restrictions of the Fund, as
each of the same shall be from time to time in effect, and subject,
further, to such policies and instructions as the Board of Trustees of
the Trust may from time to time establish. To carry out such
determinations, the Investment Adviser will place orders for the
investment and reinvestment of Fund assets. The Investment Adviser
will exercise full discretion and act for the Fund in the same manner
and with the same force and effect as the Fund itself might or could
do with respect to purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.
(b) The Investment Adviser will, to the extent reasonably required in the
conduct of the business of the Fund and upon its request, furnish to
the Fund research, statistical and advisory reports upon the
industries, businesses, corporations or securities as to which such
requests shall be made, whether or not the Fund shall at the time have
any investment in such industries, businesses, corporations or
securities. The Investment Adviser will use its best efforts in the
preparation of such reports and will endeavor to consult the persons
and sources believed by it to have information available with respect
to such industries, businesses, corporations or securities.
(c) The Investment Adviser will maintain all books and records with
respect to the Fund's securities transactions required by
sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule
31a-1 under the 1940 Act (other than those records being maintained by
the Trust's custodian or transfer agent) and preserve such records for
the periods prescribed therefor by Rule 31a-2 of the 1940 Act. The
Investment Adviser will also provide to the Trust's Board of Trustees
such periodic and special reports as the Board may reasonably request.
B-2
<PAGE>
5. ALLOCATION OF CHARGES AND EXPENSES. The Investment Adviser will pay all
----------------------------------
costs incurred by it in connection with the performance of its duties under
Section 4. The Investment Adviser will pay the compensation and expenses of all
of its personnel and will make available, without expense to the Trust or the
Fund, the services of such of its Managing Directors, officers and employees as
may be duly elected officers or Trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed by law. The
Investment Adviser will not be required to bear any expenses otherwise payable
by the Trust or the Fund except as may be specifically agreed pursuant to
Section 7 of this Agreement, but will be required to pay expenses specifically
allocated to the Investment Adviser in this paragraph 5. In particular, but
without limiting the generality of the foregoing, the Investment Adviser will
not be required to pay: (i) fees and expenses of any administrator of the Fund;
(ii) organization expenses of the Trust or the Fund; (iii) fees and expenses
incurred by the Trust in connection with membership in investment company
organizations; (iv) brokers' commissions; (v) payment for portfolio pricing
services to a pricing agent, if any; (vi) legal, accounting or auditing expenses
(including an allocable portion of the cost of its employees rendering legal
services to the Trust); (vii) interest, insurance premiums, taxes or
governmental fees; (viii) the fees and expenses of the transfer agent of the
Trust; (ix) the cost of preparing stock certificates or any other expenses,
including clerical expenses of issue, redemption or repurchase of shares of the
Trust; (x) the expenses of and fees for registering or qualifying shares for
sale and of maintaining the registration of the Trust and registering the Trust
as a broker or a dealer; (xi) the fees and expenses of Trustees of the Trust who
are not affiliated with the Investment Adviser; (xii) the cost of preparing and
distributing reports and notices to shareholders, the Securities and Exchange
Commission and other regulatory authorities; (xiii) the fees or disbursements of
custodians of the Trust's assets, including expenses incurred in the performance
of any obligations enumerated by the Declaration of Trust or By-Laws of the
Trust insofar as they govern agreements with any such custodian; (xiv) costs in
connection with annual or special meetings of shareholders, including proxy
material preparation, printing and mailing; (xv) litigation and indemnification
expenses and other extraordinary expenses not incurred in the ordinary course of
the Trust's business; or (xvi) distribution fees and service fees.
6. LIMITATION OF LIABILITY.
------------------------
(a) THE INVESTMENT ADVISER. The Investment Adviser will not be liable
----------------------
for any error of judgment or mistake of law or for any loss
sustained by reason of the adoption of any investment policy or
the purchase, sale, or retention of any security on the
recommendation of the Investment Adviser, whether or not such
recommendation shall have been based upon its own investigation
and research or upon investigation and research made by any other
individual, firm or corporation; but nothing contained herein
will be construed to protect the Investment Adviser against any
liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
B-3
<PAGE>
(b) THE TRUST. It is understood and expressly stipulated that none of
---------
the Trustees or shareholders of the Trust shall be personally
liable hereunder. Neither the Trustees, officers, agents nor
shareholders of the Trust assume any personal liability for
obligations entered into on behalf of the Trust. All persons
dealing with the Trust must look solely to the property of the
Trust for the enforcement of any claims against the Trust. No
series of the Trust shall be liable for any claims against any
other series.
7. COMPENSATION OF THE INVESTMENT ADVISER. Neither the Investment Adviser
--------------------------------------
nor any affiliate of the Investment Adviser will act as principal or receive
directly or indirectly any compensation in connection with the purchase or sale
of investment securities by the Trust, other than the compensation provided for
in this Section and such brokerage commissions as are permitted by the 1940 Act
and brokerage and research services as are permitted by the Securities Exchange
Act of 1934, it being contemplated that WPG will act as principal broker for the
Trust in U.S. securities transactions.
(a) Except as provided in Subsections (b) and (c) below, the Trust,
on behalf of the Fund, will pay the Investment Adviser an annual
fee, payable monthly, which varies in accordance with the total
amount of daily net assets of the Fund under the management of
the Investment Adviser. The annual advisory fee expressed as a
percentage of the average daily net assets of the Fund is 0.75%.
For any period less than a full month during which this Agreement
is in effect, the fee shall be prorated according to the
proportion which such period bears to a full month. For the
purposes hereof, the net assets of the Fund shall be computed in
the manner specified in the Fund's prospectus for the computation
of the value of such net assets in connection with the
determination of the net asset value of its shares. On any day
that the net asset value calculation is suspended as specified in
the Fund's prospectus, the net asset value for purposes of
calculating the advisory fee shall be calculated as of the date
last determined.
(b) The investment Adviser may from time to time agree not to impose
all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or portion thereof would otherwise
accrue) and/or undertake to assume responsibility for all or a
portion of any expenses related to the operations of the Fund
that are not otherwise required to be directly or indirectly
borne by the Investment Adviser. Further, any agreement by the
Investment Adviser to limit the Fund's operating expenses to a
specific level may be made with the understanding that the Fund,
to the extent legally permissible, will reimburse the Investment
Adviser for advisory fees foregone and/or expenses paid by the
Investment Adviser for a particular year pursuant to such
agreement if in any subsequent year operating expenses for the
Fund are less than the operating expenses limitation (if any),
for such subsequent year to which the Investment
B-4
<PAGE>
Adviser may agree. Subject to the foregoing, any fee reduction or
undertaking referred to in this Subsection shall constitute a
binding modification of this Agreement while it is in effect but
may be discontinued or modified prospectively by the Investment
Adviser at any time.
(c) The fees payable to the Investment Adviser under this Agreement
shall be paid into an interest-bearing escrow account in the
event that (i) the Securities and Exchange Commission issues an
order permitting the implementation of this Agreement prior to
the approval of this Agreement by the holders of "a majority of
the outstanding voting securities" (as defined in the 1940 Act)
of the Trust and (ii) the holders of "a majority of the
outstanding voting securities" (as defined in the 1940 Act) of
the Trust have not voted to approve this Agreement by the date
of the closing of the acquisition by Robeco Groep N.V. of the
outstanding equity interests of the Investment Adviser. If such
approval has subsequently been obtained by October 31, 1998, the
fees paid by the Trust into the escrow account (and interest
thereon) shall be paid to the Investment Adviser. If such
approval has not been obtained by October 31, 1998, this
Agreement shall terminate and the fees paid by the Trust into the
escrow account (and interest thereon) shall be paid to the Trust.
8. ADVERTISING MATERIAL. The Trust will not approve or authorize the use or
--------------------
distribution, in connection with the offering of shares of the Fund for sale, of
any literature or advertisements in any form or through any medium, written or
oral, unless not less than ten (10) days prior to the giving of such approval or
authorization by the Trust, the Trust shall have submitted such literature or
advertising to the Investment Adviser and the Investment Adviser, within ten
(10) days, shall either have specifically approved or shall have failed to
disapprove such literature or advertising.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
-------------------------------------------
(a) DURATION. Except as provided in Section 7 (c) above, this
--------
Agreement shall remain in force until ________, 2000 and from
year to year thereafter, but only so long as such continuance is
specifically approved at least annually by a vote of a majority
of the Trustees, including a majority of the Trustees who are not
parties hereto or "interested persons" (as defined by the 1940
Act) of the Investment Adviser, or by vote of a "majority of the
outstanding voting shares" (as defined in the 1940 Act) of the
Trust, subject to the provisions for termination and all of the
other terms and conditions hereof.
(b) VOLUNTARY TERMINATION. This Agreement may be terminated without
----------------------
the payment of any penalty by (a) the Trust, upon not more than
sixty (60) days notice in writing to the Investment Adviser
provided such
B-5
<PAGE>
termination is authorized by resolution of the Trustees of the
Trust or by a vote of a "majority of its outstanding voting
shares" of the Fund (as defined in the Act) and (b) the
Investment Adviser upon not more than sixty (60) days notice in
writing to the Trust.
(c) AUTOMATIC TERMINATION. This Agreement will automatically and
---------------------
immediately terminate in the event of its "assignment," as that
term is used in the 1940 Act and rules and regulations
promulgated thereunder, by the Investment Adviser.
10. TRADING, SERVICES TO OTHERS, BROKERAGE. Nothing in this Agreement will
--------------------------------------
in any way limit or restrict the Investment Adviser or any of its officers,
directors, Managing Directors or employees from buying, selling or trading in
any securities for its own or other accounts. The Investment Adviser may act as
an investment adviser to any other person, firm or corporation, and may perform
management and any other services for any other person, association,
corporation, firm or other entity pursuant to any contract or otherwise, and
take any action or do anything in connection therewith or related thereto; and
no such performance of management or other services or taking of any such action
or doing of any such thing shall be in any manner restricted or otherwise
affected by any aspect of any relationship of the Investment Adviser to or with
the Trust or deemed to violate or give rise to any duty or obligation of the
Investment Adviser to the Trust; provided, however, that it is understood that
any advice rendered to the Trust, on behalf of the Fund, by the Investment
Adviser will be used solely for the benefit of the Fund. The Trust recognizes
that Investment Adviser, in effecting transactions for its various accounts, may
not always be able to take or liquidate investment positions in the same
security at the same time and at the same price.
11. NAME OF THE TRUST. The Trust hereby agrees that in the event that
-----------------
neither the Investment Adviser nor any of its affiliates acts as investment
adviser to the Trust, the name of the Trust will be changed to one that does not
contain the name "Weiss, Peck & Greer" or the initials "WPG" or otherwise
suggest an affiliation with the Investment Adviser.
12. SERIES OF THE TRUST. The Investment Adviser recognizes that the Trust
-------------------
may terminate any series of the Trust, and may create new series.
13. INDEPENDENT CONTRACTOR. The Investment Adviser is an independent
----------------------
contractor and not an employee of the Trust for any purpose.
14. ENTIRE AGREEMENT. This Agreement states the entire agreement of the
----------------
parties hereto, and is intended to be the complete and exclusive statement of
the terms hereof. It may not be added to or changed orally, and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
15. NOTICES. Any notices sent pursuant to this Agreement may be sent by
-------
mail (postage prepaid) as follows, or to such other address or addresses as the
party may advise in writing:
B-6
<PAGE>
(a) In the case of notices sent to the Trust to:
TOMORROW [___________________] FUND
One New York Plaza
New York, New York 10004
Attention: Jay C. Nadel
(b) In the case of notices sent to the Investment Adviser to:
WEISS, PECK & GREER, L.L.C.
One New York Plaza
New York, New York 10004
Attention: Francis H. Powers
16. GOVERNING LAW. This Agreement and all performance hereunder shall be
-------------
governed by the laws of the State of New York, which apply to contracts made and
to be performed in the State of New York.
17. MISCELLANEOUS. 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. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
TOMORROW FUNDS RETIREMENT TRUST,
on behalf of TOMORROW [_____________] FUND
By:________________________________
Its: ______________________________
WEISS, PECK & GREER, L.L.C.
By:________________________________
Its: _______________________________
B-7
<PAGE>
ANNEX C
-------
FORM OF ADVISER CLASS DISTRIBUTION PLAN
[Name of Tomorrow Fund]
ADVISER CLASS DISTRIBUTION PLAN, dated as of ________, 1998, of [Name of
Fund] (the "Fund"), a series of Tomorrow Funds Retirement Trust, a Delaware
business trust (the "Trust").
WITNESSETH
WHEREAS, the Fund is a series of the Trust, which is engaged in business as
an open-end management investment company and is registered under the Investment
Company Act of 1940, as amended (collectively with the rules and regulations
promulgated thereunder, the "1940 Act");
WHEREAS, the Trust intends to distribute shares of beneficial interest (the
"Adviser Class Shares") of the Fund in accordance with Rule 12b-1 promulgated by
the Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Adviser Class distribution plan (the "Adviser Class Plan")
as a plan of distribution pursuant to such Rule;
WHEREAS, the Trust desires that Weiss, Peck & Greer, L.L.C., a Delaware
limited liability company ("WPG"), provide certain distribution services for the
Fund's Adviser Class Shares in connection with the Adviser Class Plan;
WHEREAS, the Fund also recognizes and agrees that (a) WPG may retain the
services of firms or individuals to act as dealers or wholesalers (collectively,
the "Dealers") of the Adviser Class Shares in connection with the offering of
Adviser Class Shares, (b) WPG may compensate any Dealer that sells Adviser Class
Shares in the manner and at the rate or rates to be set forth in an agreement
between WPG and such Dealer and (c) WPG may make such payments to the Dealers
for distribution services out of the fee paid to WPG hereunder, its profits or
any other source available to it; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Adviser Class Plan with respect to the
Fund, has evaluated such information as it deemed necessary to make an informed
determination whether this Adviser Class Plan should be adopted and implemented
and has considered such pertinent factors as it deemed necessary to form the
basis for a decision to use assets of the Fund for such purposes, and has
determined that there is a reasonable likelihood that the adoption and
implementation of this Adviser Class Plan will benefit the Fund and its Adviser
Class shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Adviser Class Plan for the Fund as a plan of distribution of Adviser Class
Shares in accordance with Rule 12b-1, on the following terms and conditions:
C-1
<PAGE>
1. (a) The Fund is authorized to compensate WPG for (1) distribution
services and (2) personal and account maintenance services performed
and expenses incurred by WPG in connection with the Fund's Adviser
Class Shares. Such compensation shall be calculated and accrued daily
and paid monthly or at such other intervals as the Board of Trustees
may determine.
(b) The amount of compensation paid during any one year for distribution
services shall be 0.25% of the average daily net assets of the Adviser
Class Shares of the Fund attributable to such year.
(c) Distribution services and expenses for which WPG may be (A)
compensated pursuant to this Plan include, without limitation:
compensation to and expenses (including allocable overhead, travel and
telephone expenses) of (i) Dealers, brokers and other dealers who are
members of the National Association of Securities Dealers, Inc.
("NASD") or their officers, sales representatives and employees, (ii)
WPG and any of its affiliates and any of their respective officers,
sales representatives and employees, (iii) banks and their officers,
sales representatives and employees, who engage in or support
distribution of the Fund's Adviser Class Shares; (B) printing of
reports and prospectuses relating to the Adviser Class Shares for
other than existing shareholders; and (C) preparation, printing and
distribution of sales literature and advertising materials relating to
the Adviser Class Shares.
(d) The amount of compensation paid for personal and account maintenance
services and expenses shall be 0.25% of the average daily net assets
of the Adviser Class Shares of the Fund attributable to such year. As
partial consideration for personal services and/or account maintenance
services provided by WPG to the Adviser Class shareholders, WPG shall
be entitled to be paid any fees payable under this clause (d) with
respect to Adviser Class Shares for which no dealer of record exists,
where less than all consideration has been paid to a dealer of record
or where qualification standards have not been met.
C-2
<PAGE>
(e) Personal and account maintenance services for which WPG or any of its
affiliates, banks or Dealers may be compensated pursuant to this Plan
include, without limitation: payments made to or on account of WPG or
any of its affiliates, banks, other brokers and dealers who are
members of the NASD, or their officers, sales representatives and
employees, who respond to inquiries of, and furnish assistance to,
shareholders regarding their ownership of Adviser Class Shares or
their accounts or who provide similar services not otherwise provided
by or on behalf of the Fund.
(f) Appropriate adjustments to payments made pursuant to clauses (b) and
(d) of this paragraph 1 shall be made whenever necessary to ensure
that no payment is made by the Fund in excess of the applicable
maximum cap imposed on asset based, front-end and deferred sales
charges by the Conduct Rules of the NASD.
2. The Trust understands that agreements between WPG and Dealers may provide
for payment of fees to Dealers in connection with the sale of the Fund's
Adviser Class Shares and the provision of services to shareholders of the
Fund. Nothing in this Adviser Class Plan shall be construed as requiring
the Trust to make any payment to any Dealer or to have any obligations to
any Dealer in connection with services as a dealer of the Fund's Adviser
Class Shares. WPG shall agree and undertake that any agreement entered into
between WPG and any Dealer shall provide that such Dealer shall look solely
to WPG for compensation for its services thereunder and that in no event
shall such Dealer seek any payment from the Trust or the Fund except as
otherwise expressly agreed by the Trust.
3. Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Agreement and Declaration of Trust, as it may be
amended or restated from time to time, or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it
is bound, or to relieve or deprive the Trust's Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Trust
or the Fund.
4. This Adviser Class Plan shall become effective upon the later of (A)
approval by a vote of (i) the Adviser Class Shares and (ii) the Board of
Trustees, including a majority of the Trustees who are not "interested
persons" of the Fund and who have no direct or indirect financial interest
in the operation of the Fund's Adviser Class Plan or in any agreements
related to the Fund's Adviser Class Plan (the "Qualified Trustees"), such
Trustee vote to be cast in person at a meeting called for the purpose of
voting on this Adviser Class Plan and (B) consummation of the purchase by
Robeco Group N.V. of the outstanding equity interests in WPG.
5. This Adviser Class Plan will remain in effect indefinitely, provided that
such continuance is "specifically approved at least annually" by a vote of
both a majority of the Trustees of the Trust and a majority of the
Qualified Trustees. If such annual approval is not obtained, this Adviser
Class Plan shall expire on __________, 1999.
6. This Adviser Class Plan may be amended at any time by the Board of
Trustees, provided that this Adviser Class Plan may not be amended to
increase materially the limitations on the annual percentage of average net
assets which may be expended hereunder without the approval of holders of a
"majority of the outstanding voting securities" of Adviser Class of the
Fund and may not be materially amended in any case without a vote of a
majority of both the Trustees
C-3
<PAGE>
and the Qualified Trustees. This Adviser Class Plan may be terminated at
any time by a vote of a majority of the Qualified Trustees or by a vote of
the holders of a "majority of the outstanding voting securities" of Adviser
Class of the Fund.
7. The Trust and WPG shall provide to the Trust's Board of Trustees, and the
Board of Trustees shall review, at least quarterly, a written report of the
amounts expended under this Adviser Class Plan and the purposes for which
such expenditures were made.
8. While this Adviser Class Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who
are not "interested persons" of the Fund.
9. For the purposes of this Adviser Class Plan, the terms "interested
persons," "majority of the outstanding voting securities" and "specifically
approved at least annually" are used as defined in the 1940 Act.
10. The Trust shall preserve copies of this Adviser Class Plan, and each
agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years
from the end of the fiscal year in which such Records were made and for a
period of two (2) years, each of such Records shall be kept in an easily
accessible place.
11. This Adviser Class Plan shall be construed in accordance with the laws of
The State of Delaware and the applicable provisions of the 1940 Act.
12. If any provision of this Adviser Class Plan shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the
Adviser Class Plan shall not be affected thereby.
C-4
<PAGE>
PROXY BALLOT
TOMORROW SHORT-TERM RETIREMENT FUND
The undersigned, revoking all prior proxies, hereby appoints Roger J.
Weiss, Francis H. Powers and Jay C. Nadel, or any of them individually, as
proxies, with full power of substitution, to vote for the undersigned at the
Special Meeting of Shareholders of Tomorrow Short-Term Retirement Fund (the
"Fund"), a series of Tomorrow Funds Retirement Trust (the "Trust"), to be held
at the offices of Weiss, Peck & Greer, L.L.C. ("WPG"), 30th floor, One New York
Plaza, New York, New York 10004, on July 29, 1998, at 1:00 p.m. (New York time)
or at any adjournment thereof, notice of which meeting and the Proxy Statement
accompanying the same have been received by the undersigned, upon the following
matters as described in the Notice of Special Meeting and accompanying Proxy
Statement:
<TABLE>
<S> <C> <C> <C>
1. To approve a new investment advisory FOR o AGAINST o ABSTAIN o
agreement between the Fund and WPG, to take
effect only in the event the proposed
acquisition of WPG by Robeco Groep N.V.
(the "Acquisition") is consummated.
2. To elect Mr. Graham E. Jones to the Board of FOR o AGAINST o ABSTAIN o
Trustees of the Trust.
3. For Adviser Class shares of the Fund, to adopt FOR o AGAINST o ABSTAIN o
a new distribution plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, to
take effect only in the event the Acquisition is
consummated.
4. To ratify the selection of KPMG Peat Marwick FOR o AGAINST o ABSTAIN o
LLP as the independent auditors for the Fund
for the fiscal year ending December 31, 1998.
5. To transact such other business as may properly
come before the meeting and any adjournment thereof.
</TABLE>
Said proxies will vote this proxy as directed, or if no direction is
indicated, for each of the Proposals unless authority to do so is specifically
withheld in the manner provided.
Dated:_________________, 1998
-------------------------------------
Account #: _____________________________________
-------------------------------------
Signature(s)
<PAGE>
IN SIGNING, PLEASE WRITE NAME(S) EXACTLY AS YOUR ACCOUNT IS REGISTERED. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR OR OTHER FIDUCIARY, PLEASE GIVE
YOUR FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.
<PAGE>
PROXY BALLOT
TOMORROW MEDIUM-TERM RETIREMENT FUND
The undersigned, revoking all prior proxies, hereby appoints Roger J.
Weiss, Francis H. Powers and Jay C. Nadel, or any of them individually, as
proxies, with full power of substitution, to vote for the undersigned at the
Special Meeting of Shareholders of Tomorrow Medium-Term Retirement Fund (the
"Fund"), a series of Tomorrow Funds Retirement Trust (the "Trust"), to be held
at the offices of Weiss, Peck & Greer, L.L.C. ("WPG"), 30th floor, One New York
Plaza, New York, New York 10004, on July 29, 1998, at 1:00 p.m. (New York time)
or at any adjournment thereof, notice of which meeting and the Proxy Statement
accompanying the same have been received by the undersigned, upon the following
matters as described in the Notice of Special Meeting and accompanying Proxy
Statement:
<TABLE>
<S> <C> <C> <C>
1. To approve a new investment advisory FOR o AGAINST o ABSTAIN o
agreement between the Fund and WPG, to take
effect only in the event the proposed
acquisition of WPG by Robeco Groep N.V.
(the "Acquisition") is consummated.
2. To elect Mr. Graham E. Jones to the Board of FOR o AGAINST o ABSTAIN o
Trustees of the Trust.
3. For Adviser Class shares of the Fund, to adopt FOR o AGAINST o ABSTAIN o
a new distribution plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, to
take effect only in the event the Acquisition is
consummated.
4. To ratify the selection of KPMG Peat Marwick FOR o AGAINST o ABSTAIN o
LLP as the independent auditors for the Fund
for the fiscal year ending December 31, 1998.
5. To transact such other business as may properly
come before the meeting and any adjournment thereof.
</TABLE>
Said proxies will vote this proxy as directed, or if no direction is
indicated, for each of the Proposals unless authority to do so is specifically
withheld in the manner provided.
Dated:_________________, 1998
--------------------------------------
Account #: ______________________________________
--------------------------------------
Signature(s)
<PAGE>
IN SIGNING, PLEASE WRITE NAME(S) EXACTLY AS YOUR ACCOUNT IS REGISTERED. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR OR OTHER FIDUCIARY, PLEASE GIVE
YOUR FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.
<PAGE>
PROXY BALLOT
TOMORROW LONG-TERM RETIREMENT FUND
The undersigned, revoking all prior proxies, hereby appoints Roger J.
Weiss, Francis H. Powers and Jay C. Nadel, or any of them individually, as
proxies, with full power of substitution, to vote for the undersigned at the
Special Meeting of Shareholders of Tomorrow Long-Term Retirement Fund (the
"Fund"), a series of Tomorrow Funds Retirement Trust (the "Trust"), to be held
at the offices of Weiss, Peck & Greer, L.L.C. ("WPG"), 30th floor, One New York
Plaza, New York, New York 10004, on July 29, 1998, at 1:00 p.m. (New York time)
or at any adjournment thereof, notice of which meeting and the Proxy Statement
accompanying the same have been received by the undersigned, upon the following
matters as described in the Notice of Special Meeting and accompanying Proxy
Statement:
<TABLE>
<S> <C> <C> <C>
1. To approve a new investment advisory FOR o AGAINST o ABSTAIN o
agreement between the Fund and WPG, to take
effect only in the event the proposed
acquisition of WPG by Robeco Groep N.V.
(the "Acquisition") is consummated.
2. To elect Mr. Graham E. Jones to the Board of FOR o AGAINST o ABSTAIN o
Trustees of the Trust.
3. For Adviser Class shares of the Fund, to adopt FOR o AGAINST o ABSTAIN o
a new distribution plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, to
take effect only in the event the Acquisition is
consummated.
4. To ratify the selection of KPMG Peat Marwick FOR o AGAINST o ABSTAIN o
LLP as the independent auditors for the Fund
for the fiscal year ending December 31, 1998.
5. To transact such other business as may properly
come before the meeting and any adjournment thereof.
</TABLE>
Said proxies will vote this proxy as directed, or if no direction is
indicated, for each of the Proposals unless authority to do so is specifically
withheld in the manner provided.
Dated:_________________, 1998
--------------------------------------
Account #: ______________________________________
--------------------------------------
Signature(s)
<PAGE>
IN SIGNING, PLEASE WRITE NAME(S) EXACTLY AS YOUR ACCOUNT IS REGISTERED. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR OR OTHER FIDUCIARY, PLEASE GIVE
YOUR FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.
