FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
CADRE INSTITUTIONAL INVESTORS TRUST
CENTRAL INDEX KEY: 0000947562
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: DEFS14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 811-09064
FILM NUMBER: 97518284
BUSINESS ADDRESS:
STREET 1: 905 MARCONI AVE
CITY: RONKONKOMA
STATE: NY
ZIP: 11779-7255
BUSINESS PHONE: 5164670200
MAIL ADDRESS:
STREET 1: C/O CADRE FINANCIAL SERVICES, INC.
STREET 2: 905 MARCONI AVENUE
CITY: RONKONKOMA
STATE: NY
ZIP: 11779-7255
</SEC-HEADER>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CADRE INSTITUTIONAL INVESTORS TRUST
(Name of Registrant as Specified In Its Charter)
WILLIAM M. SULLIVAN, ESQ.
SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transactions applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
SCHULTE ROTH & ZABEL LLP
900 THIRD AVENUE
NEW YORK, NEW YORK 10022
November 10, 1997
VIA EDGAR
_________
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: 1934 Act Filings
________________
Re: Cadre Institutional Investors Trust
Definitive Proxy Statement Materials
_____________________________________
Ladies and Gentlemen:
Transmitted for filing pursuant to Rule 14a-6(b) under the
Securities Exchange Act of 1934, as amended, is a definitive proxy statement
and related materials to be used in connection with the solicitation of
proxies for the shareholders of Cadre Institutional Investors Trust.
Please call the undersigned at (212) 756-2448, or Kenneth S.
Gerstein at (212) 756-2533 if you have any questions or comments.
Very truly yours,
/s/ John L. Sullivan
John L. Sullivan
cc: William Sullivan
CADRE INSTITUTIONAL INVESTORS TRUST
LIQUID ASSET FUND
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE TRUST FOR A SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 21, 1997
The undersigned hereby appoints William T. Sullivan, Jr. and William M.
Sullivan, jointly and severally, as Proxies, with full power to appoint his or
her substitute, and hereby authorizes them to represent and vote, as
designated below, all shares held of record by the undersigned on October 31,
1997 at the Meeting of Shareholders of Cadre Institutional Investors Trust
(the "Trust") to be held November 21, 1997 and at any and all adjournments
thereof, with all the powers the undersigned would possess if personally
present at such meeting, and hereby revokes any proxies that may previously
have been given by the undersigned with respect to the shares covered hereby.
The Board of Trustees Recommends a Vote "FOR" each of the Proposals.
1. Election of Trustees of the Trust. FOR all nominees WITHHOLD
listed below AUTHORITY
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
William T. Sullivan, Jr.
C. Roderick O'Neil
Donald W. Green
Russell E. Galipo
William J. Reynolds
2. In their discretion upon such other business as may properly be brought
before the meeting.
If this proxy is properly executed and returned, the shares represented hereby
will be
voted in the manner directed herein. If not otherwise specified, this proxy
will be
voted to elect each of the persons nominated as Trustees.
Please date and sign below exactly as name appears on this proxy. Executors,
administrators, trustees, etc. should give full title. If shares are held
jointly, each holder should sign.
__________________________
Name of Shareholder
__________________________
Authorized Signature
Title:
__________________________
Authorized Signature
Title:
Date:_____________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Trust involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. All Other Accounts: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of registration.
For example:
Registration Valid Signature
____________ _______________
Corporate Accounts or Government Accounts
(1) ABC Corp ABC Corp.
(2) ABC Corp John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee
CADRE INSTITUTIONAL INVESTORS TRUST
905 Marconi Avenue
Ronkonkoma, New York 11779-7255
November 4, 1997
Dear Shareholder:
On behalf of the Board of Trustees, it is my pleasure to invite you to attend
the Special Meeting of Shareholders of Cadre Institutional Investors Trust.
The meeting will be held on Friday, November 21, 1997 at 10:00 a.m. at the
offices of Ambac Financial Group, Inc., One State Street Plaza, 17th Floor,
New York, New York 10004.
The business to be conducted at the meeting is outlined in the attached Notice
of Special Meeting and Proxy Statement.
It is important that your shares be represented at the meeting. Please
complete and return the enclosed proxy card in the postage-paid envelope
provided whether or not you expect to attend the meeting. If you attend the
meeting and wish to vote in person, you make revoke your proxy at that time.
We look forward to seeing you on November 21, 1997.
William T. Sullivan, Jr.
Chairman
Cadre Institutional Investors Trust
905 Marconi Avenue,
Ronkonkoma, New York 11779-7255
1-800-221-4524
_____________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on November 21, 1997
_____________
To the Shareholders of Liquid Asset Fund
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Cadre Institutional Investors Trust (the "Trust") will be held
at the offices of Ambac Financial Group, Inc., One State Street Plaza, 17th
Floor, New York, New York, 10004, on Friday, November 21, 1997, at 10:00 a.m.
Eastern time, for the following purposes:
1. To consider and act upon the election of five (5) members of the
Board of Trustees of the Trust to serve until their successors are
elected and qualified;
2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
These items are discussed in greater detail in the attached Proxy Statement.
The close of business on October 31, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at,
the Meeting and any adjournments thereof.
By order of the Board of Trustees
William M. Sullivan, Esq.
Secretary
November 10, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
Cadre Institutional Investors Trust
905 Marconi Avenue
Ronkonkoma, New York 11779-7255
1-800-221-4524
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on November 21, 1997
PROXY STATEMENT
GENERAL
This Proxy Statement (the "Proxy") is being furnished in connection with
the solicitation of proxies by the Board of Trustees (the "Trustees") of Cadre
Institutional Investors Trust (the "Trust") for use at a Special Meeting of
Shareholders of the Trust to be held on Friday, November 21, 1997, at 10:00
a.m. Eastern time, at the offices of Ambac Financial Group, Inc., One State
Street, 17th Floor, New York, New York, and at any adjournments thereof
(collectively, the "Meeting") for the purposes set forth in the accompanying
Notice of Special Meeting of Shareholders.
In addition to the solicitation of proxies by mail, officers of the Trust
and officers and employees of the Trust's investment adviser, Cadre Financial
Services, Inc. ("CFS"), and the Trust's administrator, or other
representatives of the Trust may solicit proxies by telephone, telegraph or in
person. Any costs of solicitation and the expenses incurred in connection
with preparing the Proxy Statement and its enclosures will be paid by the
Trust. The Trust's most recent annual report to shareholders and most recent
semi-annual report to shareholders are available upon request, without charge,
by writing the Trust at 905 Marconi Avenue, Ronkonkoma, New York 11779-7255,
or calling the Trust at 1-800-221-4524.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented thereby will be voted in
accordance with the instructions marked thereon. Unless instructions to the
contrary are marked thereon, the proxy will be voted FOR the election of the
nominees as Trustees, and FOR any other matters deemed appropriate. Any
shareholder who has been given a proxy has the right to revoke it at any time
prior to its exercise either by attending the Meeting and voting in person or
by submitting a letter of revocation or a later-dated proxy to the Trust at
the above address prior to the date of the Meeting.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present at the Meeting but sufficient votes to approve any
proposal are not received, the persons named as proxies may propose one or
more adjournments of such Meeting to permit further solicitation of proxies.
A shareholder vote may be taken on one or more proposals prior to such
adjournment if sufficient votes have been received. Any adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting in person or by proxy. If a quorum is present, the persons named as
proxies will vote those proxies which they are entitled to vote FOR Proposal 1
Page 1 of 8
in favor of such an adjournment and will vote those proxies required to be
voted AGAINST Proposal 1 against any such adjournment. Under the By-Laws of
the Trust, a quorum is constituted by the presence in person or by proxy of
the holders of 40% or more of the outstanding shares entitled to vote at the
Meeting.
The close of business on October 31, 1997 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote
at the Meeting and all adjournments thereof.
Each share (and fractional share) is entitled to the number of votes
which equals the net asset value of such share (or fraction thereof). On the
record date there were 138,660,822 shares of the Trust outstanding,
representing interests in the Liquid Asset Fund (the "Fund"), which is
presently the sole portfolio of the Trust.
The principal executive offices of the Trust are located at 905 Marconi
Avenue, Ronkonkoma, New York, 11779. This Proxy Statement is first being
mailed to shareholders on or about November 10, 1997.
The following entities owned of record or are known by the Trust to own
beneficially 5% or more of the outstanding shares of the Funds as of the
record date:
Liquid Asset Fund Shares Owned
Ambac Financial Group, Inc.1
One State Street Plaza
New York, New York 16.663%
Ambac Assurance Corporation
One State Street Plaza
New York, New York 11.95%
Bridgeport, City of
45 Lyons Terrace
Bridgeport, Connecticut 06604 18.93%
New Britain, City of
7 West Main Street
New Britain, Connecticut 06051 16.12%
Quincy, City of
1305 Hancock Street
Quincy, MA 02169 8.30%
1 Ownership percentage includes indirect beneficial ownership of the shares
of the Liquid Asset Fund owned by subsidiaries of Ambac Financial Group, Inc.,
including Ambac Assurance Corporation.
Page 2 of 8
Southbridge, Town of
41 Elm Street
Southbridge, MA 01550 5.37%
Suffield, Town of - Treasurer's Office
83 Mountain Road
Suffield, Connecticut 06078 5.78%
Waltham, City of
610 Main Street
Waltham, MA 02154 6.24%
PROPOSAL 1: TO ELECT FIVE TRUSTEES OF THE TRUST
The Investment Company Act of 1940, as amended (the "1940 Act"),
generally requires that a majority of the board of trustees of a registered
investment company, such as the Trust, be comprised of individuals who are not
"interested persons" (as defined by Section 2(a)(19) of the 1940 Act) of an
investment company's distributor. As a consequence of the recent resignation
of Eugene J. McDonald as a Trustee, only two of the four individuals now
serving as Trustees of the Trust are not interested persons of CSI, the
distributor of the Trust. The other two Trustees are interested persons of
the Trust,s distributor because of their affiliations with the distributor,
Cadre Securities, Inc. ("CSI"), and other affiliates of CSI, including Ambac
Financial Group, Inc. ("Ambac Financial"), and because of their ownership of
shares of Ambac Financial.
Mr. William J. Reynolds has been nominated by the Trustees to fill the
vacancy created by the resignation of Mr. McDonald. To comply with applicable
requirements of the 1940 Act, the proposed new Trustee must be elected by
shareholders of the Trust. The Board of Trustees has determined to have all
of the present Trustees, as well as the nominee, stand for election at this
time.
The persons named on the accompanying proxy card intend, in the absence
of contrary instructions, to vote all proxies in favor of the election of the
nominees listed below as Trustees of the Trust to serve until their successors
are duly elected and qualified. The nominees have each consented to stand for
election and to serve if elected. If any of the nominees should be unable to
serve, an event not now anticipated, the proxies will be voted for such other
person or persons, if any, as shall be designated by the Board of Trustees.
The Board of Trustees recommends that shareholders vote in favor of the
election of the nominees listed below.
Page 3 of 8
The following table sets forth certain information concerning the five
nominees as Trustees of the Trust. Messrs. Sullivan, Green, O'Neil and Galipo
are currently Trustees of the Trust. William J. Reynolds is not currently a
Trustee of the Trust. The "interested" Trustees are indicated by an asterisk
(*). Unless otherwise noted, the nominees have engaged in the principal
occupation or employment listed in the following table for more than five
years, but not necessarily in the same capacity.
Present Office with the Trust,
if any; Principal Occupation
or Employment; and Director Year First Shares Percent
and Trustee Positions in Became a Owned on of
Name (Age) Publicly Held Companies Trustee January 20, 1997 Fund
*William T. Sullivan, Jr. (52)
Trustee, Chairman, President 1997 0 0
and Chief Executive Officer
of the Trust; Chief
Executive Officer, Cadre
Financial Services, Inc. and
Cadre Securities, Inc.; Trustee of the
Cadre Network Health Financial
Services Trust; Trustee of the
Investment Services for Education
Associations Trust.
*C. Roderick O'Neil (66)
Trustee of Trust; Chairman, 1995 0 0
O'Neil Associates (investment
and financial consulting firm);
Director, Ambac Financial
Group Inc., Ambac Assurance
Corporation, Fort Dearborn
Income Securities, Inc. and Beckman
Instruments, Inc.; Trustee,
Memorial Drive Trust (finance)
Russell E. Galipo (65)
Trustee of the Trust;
Formerly, Vice President and 1997 0 0
Manager, Shawmut Bank
CT., N.A., from 1973 to 1994
Page 4 of 8
Donald W. Green (53)
Trustee of Trust; Chief 1995 0 0
Financial Officer, Managing
Director and Director,
PlanEcon, Inc. (economic
consulting and publications);
formerly, from 1988 to 1991,
Executive Vice President and
Director, The Mercator
Corporation (financial
advisory and merchant banking)
William J. Reynolds (74)
Formerly, Senior Vice President
of MBIA Corp. 0 0
* Trustees who are "interested persons" (as defined in the 1940 Act) of the
Trust. Mr. Sullivan and Mr. O'Neil are Trustees who are "interested persons"
of the Trust by virtue of their positions with CFS, CSI or Ambac Financial
and/or stock ownership in Ambac Financial.
Page 5 of 8
The following table sets forth certain information regarding the
compensation received by the Trustees of the Trust for the fiscal year ended
October 31, 1997.
Compensation Table
Name of Person Aggregate Pension or Total
Compensation Retirement Compensation
From Trust Benefits Accrued from Trust
as Part of Complex Paid to
Fund Expenses Trust
William T. Sullivan, Jr. $0 $0 $0
Donald W. Green $8750 $0 $8750
Eugene J. McDonald* $6750 $0 $6750
C. Roderick O'Neil $8750 $0 $8750
W. Dayle Nattress* $0 $0 $0
Stephen A Attanasio* $0 $0 $0
Russell E. Galipo` $6250 $0 $6250
*Eugene McDonald resigned as a Trustee, effective September 18, 1997, W. Dayle
Nattress resigned as a Trustee, effective February 26, 1997, and Stephen A.
Attanasio resigned as a Trustee, effective May 27, 1997. Mr. Attanasio, who
was appointed to replace Mr. Nattress as a Trustee, was replaced by William T.
Sullivan, Jr., who was appointed on May 27, 1997 by the Board of Trustees to
fill the vacancy created by Mr. Attanasio's resignation.
Trustees who are not employees of the Investment Adviser, or its
affiliated companies, are each paid an annual retainer of $5,000 and receive
an attendance fee of $750 for each meeting of the Board of Trustees they
attend. Members of the Audit Committee, of which each of the Independent
Trustees is a member, receive an attendance fee of $750 for each Audit
Committee meeting they attend. The Chairman of the Audit Committee receives
an additional $1,000 annual fee. Trustees are also entitled to be reimbursed
for out-of-pocket expenses incurred as a Trustee. Officers of the Trust
receive no compensation from the Trust. As of the date of this Proxy
Statement, the Trustees and officers of the Trust, as a group, did not own any
of the outstanding shares of the Trust.
Six meetings of the Board of Trustees and two meetings of the Audit
Committee were held during the fiscal year ended October 31, 1997. Each
Trustee then serving in such capacity attended at least 75% of the meetings of
Trustees and of any Committee of which he is a member. The Audit Committee is
responsible for recommending the selection of the Trust's independent
accountants and reviewing all audit as well as non-audit accounting services
performed for the Trust.
Page 6 of 8
Required Vote
Election of each of the listed nominees for Trustee requires the
affirmative vote of a plurality of the votes cast at the Meeting in person or
by proxy. The Trustees recommend that shareholders vote in favor of the
nominees.
ADDITIONAL INFORMATION
The Investment Adviser, Administrator and Distributor
Cadre Financial Services, Inc., 905 Marconi Avenue, Ronkonkoma, NY 11779,
serves as the Trust's investment adviser and administrator of the Trust. Its
affiliate, Cadre Securities, Inc., serves as the distributor of the Trust's
shares. These Companies are indirect, wholly owned subsidiaries of Ambac
Financial Group, Inc.
Interest of Trustee in Certain Transactions
On December 31, 1996, the investment adviser of the Trust acquired
certain of the assets of an investment adviser controlled by relatives of
William T. Sullivan, Jr., one of the nominees for election as a Trustee. In
connection with the transaction, Mr. Sullivan entered into an employment
agreement having a term of four years with, and became an officer and director
of, the Trust's investment adviser. The Board of Trustees appointed Mr.
Sullivan to serve as a Trustee and Chairman of the Trust on May 27, 1997. As
part of the transaction noted above, the distributor of shares of the Trust,
on June 19, 1997, acquired certain of the assets of a broker-dealer controlled
by relatives of Mr. Sullivan. No consideration was paid to Mr. Sullivan by
the Trust's investment adviser or its affiliates in connection with these
acquisition transactions; however, consideration was paid to his relatives.
Mr. Sullivan may possibly be deemed to have had a material interest in the
transactions by virtue of his employment agreement. The Trust was not a party
to these transactions and is not a party to the employment agreement.
Abstentions
If a proxy which is properly executed and returned is unmarked or marked
with an abstention (collectively, "abstentions"), the shares represented
thereby will be considered to be present at the Meeting for purposes of
determining the existence of a quorum for the transaction of business. The
election of Trustees (Proposal 1) requires the affirmative vote of a plurality
of the votes cast at the Meeting or by proxy; therefore, abstentions will not
affect the outcome of the vote on Proposal 1.
Shareholders of the Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report dated April 30, 1998.
Page 7 of 8
Other Matters To Come Before The Meeting
The Trustees do not intend to present any other business at the Meeting,
nor are they aware that any shareholder intends to do so. If, however, any
other matters are properly brought before the Meeting, the persons named in
the accompanying form of proxy will vote thereon in accordance with their
judgment.
Deadline For Shareholder Proposals
The Trust does not hold regularly scheduled annual meetings of
shareholders. Any shareholder desiring to present a proposal for inclusion at
the next meeting of shareholders should submit such proposal to the Trust.
Page 8 of 8
