CITISELECTSM FOLIO 200, CITISELECTSM FOLIO 300 AND
CITISELECTSM FOLIO 400
6 St. James Avenue
Boston, Massachusetts 02116
August 16, 1996
Dear Shareholder:
On Tuesday, October 8, 1996 at 3 p.m., Eastern time, we will hold a Special
Meeting of Shareholders of CitiSelectSM Folio 200, CitiSelectSM Folio 300 and
CitiSelectSM Folio 400 (collectively, the "Funds"), each a series of Landmark
Funds I (the "Trust"), to vote on important proposals relating to each of the
Funds.
VOTING ONLY TAKES A FEW MINUTES--PLEASE RESPOND PROMPTLY.
As a shareholder, you cast one vote for each share that you own. EACH
SHAREHOLDER'S VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
Please take a few moments to read the enclosed materials and then cast your
vote on the enclosed proxy card. Items 1 and 2 have been carefully considered by
the Board of Trustees of the Trust, which is responsible for protecting your
interests as a shareholder. THE BOARD OF TRUSTEES OF THE TRUST BELIEVES THAT THE
PROPOSALS DESCRIBED AS ITEMS 1 AND 2 ARE FAIR AND REASONABLE AND RECOMMENDS THAT
YOU VOTE IN FAVOR OF SUCH PROPOSALS.
The proposals you will vote on for the Funds are summarized below. Complete
information is contained in the enclosed Proxy Statement.
ITEM 1. To consider and vote on approval of a new Sub-Management
Agreement between Citibank, N.A. and Hotchkis & Wiley, with
respect to CitiSelectSM Folio 200, CitiSelectSM Folio 300 and
CitiSelectSM Folio 400.
ITEM 2. To consider and vote on approval of the selection of Price
Waterhouse LLP as the independent certified public accountants
of Landmark Funds I with respect to CitiSelectSM Folio 200,
CitiSelectSM Folio 300 and CitiSelectSM Folio 400, to be
employed through the fiscal year ending December 31, 1996.
ITEM 3. To transact such other business as may properly come before
the Special Meeting of Shareholders and any adjournments
thereof.
After you have voted on Items 1 and 2, please be sure to SIGN YOUR PROXY
CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID envelope.
This is your opportunity to voice your opinion on matters affecting the
Funds. Your participation is extremely important, no matter how many or how few
shares you own.
We appreciate your prompt response. Thank you.
Sincerely,
/s/ Philip W. Coolidge
Philip W. Coolidge
President
CITISELECTSM FOLIO 200, CITISELECTSM FOLIO 300 AND
CITISELECTSM FOLIO 400
Series of Landmark Funds I
6 St. James Avenue
Boston, Massachusetts 02116
Telephone: (617) 423-1679
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held October 8, 1996
A Special Meeting of Shareholders of CITISELECTSM FOLIO 200, CITISELECTSM
FOLIO 300 and CITISELECTSM FOLIO 400 (collectively, the "Funds"), each a series
of Landmark Funds I (the "Trust"), will be held at Citicorp Center, 153 East
53rd Street, 14th Floor, New York, New York, on Tuesday, October 8, 1996 at 3
p.m., Eastern Time, for the following purposes:
ITEM 1. To consider and vote on approval of a new Sub-Management
Agreement between Citibank, N.A. and Hotchkis & Wiley, with
respect to CitiSelectSM Folio 200, CitiSelectSM Folio 300 and
CitiSelectSM Folio 400.
ITEM 2. To consider and vote on approval of the selection of Price
Waterhouse LLP as the independent certified public accountants
of Landmark Funds I with respect to CitiSelectSM Folio 200,
CitiSelectSM Folio 300 and CitiSelectSM Folio 400, to be
employed through the fiscal year ending December 31, 1996.
ITEM 3. To transact such other business as may properly come before
the Special Meeting of Shareholders and any adjournments
thereof.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE IN FAVOR OF
ITEMS 1 AND 2.
Only shareholders of record on August 9, 1996 will be entitled to vote
at the Special Meeting of Shareholders and at any adjournments thereof.
Philip W. Coolidge, President
August 16, 1996
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING AND SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A
SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS
PROVIDED FOR YOUR CONVENIENCE.
CITISELECTSM FOLIO 200, CITISELECTSM FOLIO 300 AND
CITISELECTSM FOLIO 400
Series of Landmark Funds I
6 St. James Avenue
Boston, Massachusetts 02116
Telephone: (617) 423-1679
PROXY STATEMENT
This Proxy Statement and Notice of Special Meeting with accompanying form
of proxy are being mailed by the Board of Trustees of Landmark Funds I (the
"Trust") on behalf of CitiSelectSM Folio 200, CitiSelectSM Folio 300 and
CitiSelectSM Folio 400 (each, a "Fund" and collectively, the "Funds"), each a
series of the Trust, on or about August 16, 1996. They are being furnished in
connection with the solicitation of proxies by the Board of Trustees of the
Trust for use at the Special Meeting of Shareholders of the Funds, or any
adjournment thereof, to be held at Citicorp Center, 153 East 53rd Street, 14th
Floor, New York, New York, on Tuesday, October 8, 1996 at 3 p.m., Eastern Time
(the "Meeting"), for the purposes set forth in the accompanying Notice of
Special Meeting.
The Trust presently has five series, three of which, the Funds, are covered
by this Proxy Statement. The Trust is a diversified, open-end registered
investment company organized as a Massachusetts business trust under a
Declaration of Trust dated as of April 13, 1984. The Funds were designated as
separate series of the Trust on February 9, 1996. The mailing address of the
Trust is 6 St. James Avenue, Boston, Massachusetts 02116.
CitiSelectSM Folio 200, CitiSelectSM Folio 300 and CitiSelectSM Folio 400
seek to achieve their respective investment objectives by investing all of their
investable assets in Asset Allocation Portfolio 200, Asset Allocation Portfolio
300 and Asset Allocation Portfolio 400, respectively (each, a "Portfolio" and
collectively, the "Portfolios"), each a series of Asset Allocation Portfolios
(the "Portfolio Trust"), a registered investment company. Each of the Portfolios
has the same investment objective as its corresponding Fund. Shareholders of the
Funds are being asked to vote on certain matters with respect to the Portfolios
because the Portfolios have called a meeting of their holders of beneficial
interests to vote on such matters.
The Funds commenced operations on June 17, 1996 and have not yet issued a
semi-annual or an annual report.
MANNER OF VOTING PROXIES AND VOTE REQUIRED
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. Shareholders of each of the Funds will vote
separately with respect to each Item. If no instructions are specified, all
shares of each Fund will be voted FOR proposed Items 1 and 2. If the enclosed
form of proxy is executed and returned, it may nevertheless be revoked prior to
its exercise by a signed writing delivered at the Meeting or filed with the
Secretary of the Trust.
1
If sufficient votes to approve the proposed Items 1 and 2 are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares voted at the Meeting. When voting
on a proposed adjournment, the persons named as proxies will vote all shares
that they are entitled to vote with respect to Items 1 and 2 for the proposed
adjournment, unless directed to disapprove the Item, in which case such shares
will be voted against the proposed adjournment.
With respect to each Fund, the presence in person or by proxy of the
holders of a majority of the outstanding shares of that Fund entitled to vote is
required to constitute a quorum at the Meeting for purposes of voting on Items 1
and 2. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. For this reason, abstentions and broker "non-votes" will have
the effect of a "no" vote for purposes of obtaining the requisite approval of
Items 1 and 2.
The cost of soliciting proxies in the accompanying form, which is expected
to be about $60,000, including the fees of a proxy soliciting agent, will be
borne by Hotchkis & Wiley. In addition to solicitation by mail, proxies may be
solicited by the Board of Trustees of the Trust, officers, and regular employees
and agents of the Trust without compensation therefor. Hotchkis & Wiley may
reimburse brokerage firms and others for their expenses in forwarding proxy
materials to the beneficial owners and soliciting them to execute the proxies.
The close of business on August 9, 1996 has been fixed as the Record Date
for the determination of shareholders entitled to notice of and to vote at the
Meeting. 3,596,583 shares of CitiSelectSM Folio 200, 7,317,540 shares of
CitiSelectSM Folio 300 and 10,306,696 shares of CitiSelectSM Folio 400, without
par value, were outstanding as of the close of business on the Record Date.
Shareholders of record at the close of business on the Record Date will be
entitled to one vote for each share held.
INTERESTS OF CERTAIN PERSONS
As of the Record Date, the Trustees and officers of the Trust, as a group,
owned beneficially or had the right to vote less than 1% of the outstanding
shares of any of the Funds.
As of the Record Date, more than 95% of the outstanding shares of each Fund
were held of record by Citibank, N.A. or its affiliates as Service Agents of the
Fund for the accounts of their respective clients.
SUBMISSION OF CERTAIN PROPOSALS
The Trust is a Massachusetts business trust and as such is not required to
hold annual meetings of shareholders, although special meetings may be called
for the Funds, or for the Trust as a whole, for purposes such as electing
Trustees or removing Trustees, changing fundamental policies, or approving an
advisory contract. Shareholder proposals to be presented at any subsequent
2
meeting of shareholders must be received by the Trust at the Trust's office
within a reasonable time before the proxy solicitation is made.
ITEM 1. APPROVAL OR DISAPPROVAL OF HOTCHKIS & WILEY
SUB-MANAGEMENT AGREEMENT
THE TRANSACTION
Hotchkis & Wiley ("Hotchkis") currently serves as an investment subadviser
of the Portfolios pursuant to a sub-management agreement (the "Current Hotchkis
Sub-Management Agreement") between Hotchkis and Citibank, N.A. ("Citibank" or
the "Manager"), the manager of the assets of each of the Portfolios. The general
partner of Hotchkis has entered into a definitive agreement to sell all of the
partnership interests in Hotchkis to Merrill Lynch & Co., Inc., a Delaware
corporation ("Merrill Lynch"). After completion of the transaction (hereafter,
the "Transaction"), Hotchkis will become a division of Merrill Lynch ("New
Hotchkis"). Because of the anticipated change in control of Hotchkis,
shareholders of the Funds are being asked to vote on a new sub-management
agreement (the "New Hotchkis Sub-Management Agreement") between New Hotchkis and
the Manager. The terms and conditions of the New Hotchkis Sub-Management
Agreement, including the investment advisory fees, are identical in all material
respects to those of the Current Hotchkis Sub-Management Agreement, with the
exception of the effective date, termination date and the name of the entity to
act as subadviser.
BACKGROUND
As disclosed in the Funds' Prospectus, the Funds are each SpokeSM funds
within a two-tier, master/feeder mutual fund structure, also referred to as a
Hub and Spoke(R) structure. Hub and Spoke(R) is a registered service mark of
Signature Financial Group, Inc. In the Hub and Spoke(R) structure, the Funds,
unlike other mutual funds which directly acquire and manage their own portfolios
of securities, seek to achieve their respective investment objectives by
investing all of their investable assets in a corresponding Portfolio. Each of
the Portfolios has the same investment objective as its corresponding Fund.
Citibank, Citicorp Center, 153 East 53rd Street, New York, New York,
manages the assets of each of the Portfolios and provides administrative
services to the Portfolios pursuant to separate Management Agreements with the
Portfolio Trust dated as of February 9, 1996 (the "Management Agreements").
Subject to the terms of the Management Agreements, the Manager is responsible
for the investment management of each of the Portfolios, selects, subject to the
review and approval of the Board of Trustees of the Portfolio Trust, appropriate
subadvisers to make the investment selections with respect to specific asset
classes for the Portfolios consistent with the guidelines and directions set by
the Manager and the Board of Trustees of the Portfolio Trust, and reviews each
subadviser's continued performance.
Hotchkis, a California limited partnership, maintains its principal office
at 800 West Sixth Street, Fifth Floor, Los Angeles, California 90017. The
Manager has delegated the responsibility for the daily management of
international equity securities for each of the Portfolios to Hotchkis. The
Current Hotchkis Sub-Management Agreement was most recently approved by the
Board of Trustees of the Portfolio Trust, including a majority of the Trustees
3
who are not "interested persons," as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), of any party to the Current Hotchkis
Sub-Management Agreement (the "Independent Trustees") on February 9, 1996, and
was approved by the initial investor in each of the Portfolios on June 17, 1996.
On June 19, 1996, John F. Hotchkis, George Wiley and the other members of
Hotchkis and Wiley, a Delaware Limited Liability Company and the general partner
of Hotchkis, entered into a definitive agreement (the "Purchase Agreement") to
sell all of the partnership interests in Hotchkis to Merrill Lynch. In
connection with the sale, Merrill Lynch has provided incentives for certain key
personnel to remain employed with Hotchkis.
In connection with the Transaction, John F. Hotchkis will enter into an
employment agreement with Merrill Lynch Capital Management Group to serve as
Chairman of the New Hotchkis, while Mr. Wiley, who is retiring, will enter into
a services agreement with Merrill Lynch Capital Management Group to serve as a
special advisor to Merrill Lynch Capital Management Group. Michael L. Quinn, the
head of Merrill Lynch Capital Management Group, will serve as New Hotchkis'
Chief Executive Officer. It is expected that all other managing directors, all
principals except for Laird Landmann and Tad Rivelle who have resigned, and
substantially all key employees of Hotchkis will sign long-term employment
agreements with Merrill Lynch Capital Management Group. With the exception of
Messrs. Wiley, Landmann and Rivelle, it is expected that all of the current
portfolio managers will continue to be responsible for the day-to-day investment
management of their client assignments.
The Transaction, which is subject to various approvals and consents, is
expected to close by the end of the fourth quarter of 1996. After the closing,
New Hotchkis will remain in Los Angeles. New Hotchkis will become part of
Merrill Lynch Asset Management, L.P. and will operate as a separate business
unit called Hotchkis and Wiley, a division of the Capital Management Group of
Merrill Lynch Asset Management, L.P. No changes in investment philosophy or
processes are anticipated.
The following information regarding Merrill Lynch has been provided by
Merrill Lynch.
Merrill Lynch, a Delaware corporation, is a holding company formed in 1973
that, through its subsidiaries and affiliates, provides investment, financing,
insurance and related services on a global basis. Such services include
securities brokering, trading and underwriting; investment banking and other
corporate finance advisory activities, including loan syndication; asset
management and other investment advisory services; trading of foreign exchange
instruments, futures, commodities and derivatives; securities clearance
services; banking, trust and lending services; and insurance sales and
underwriting services. These services are provided to a large group of clients
and customers, including individual investors, corporations, governments and
governmental agencies and financial institutions.
Merrill Lynch conducts its business from its World Headquarters facility in
New York City, New York, with additional principal locations in New Jersey,
London, Tokyo, Hong Kong, various regional facilities located in the United
States and in other countries, and numerous retail sales and other offices
throughout the world. At December 29, 1995, Merrill Lynch employed approximately
46,000 people.
4
Merrill Lynch conducts its worldwide business through a number of highly
integrated subsidiaries and affiliates which frequently participate in the
facilitation and consummation of a single transaction.
Merrill Lynch's asset management activities are conducted through, or
managed by, Merrill Lynch Asset Management, L.P., Fund Asset Management L.P.,
and their affiliates (together, "MLAM"). MLAM constitutes the investment
management arm of Merrill Lynch, and is one of the largest mutual fund managers
in the world. Merrill Lynch Asset Management, L.P. is located at 800 Scudders
Mill Road, Plainsboro, New Jersey 08536. MLAM is a limited partnership, 100% of
the interests in which are owned by Merrill Lynch or its subsidiaries. Princeton
Services, Inc. is the general partner of MLAM (owned through a holding company
by Merrill Lynch). Arthur Zeikel is the President of MLAM.
At the end of 1995, MLAM managed 217 portfolios representing a wide variety
of investment objectives ranging from money market funds to long-term taxable
and tax-exempt fixed income funds, along a broad spectrum of quality ratings and
maturities as well as a wide variety of equity funds which in the aggregate
invest in more than 48 markets globally.
MLAM's other major business activity is separate account management.
Separate account assets under management were $26.2 billion at the end of 1995
(which amount includes approximately $3.9 billion of general account assets
managed on behalf of insurance companies that are affiliates of MLAM) as
compared with approximately $24.3 billion in 1994 (which amount includes
approximately $4.4 billion of general account assets managed on behalf of
insurance companies that are affiliates of MLAM).
By the end of 1995, total assets under management by MLAM approximated $196
billion as compared with $164 billion at year-end 1994.
As required by the 1940 Act, the Current Hotchkis Sub-Management Agreement
between Hotchkis and the Manager provided for its automatic termination upon its
"assignment." The 1940 Act defines "assignment" to include any direct or
indirect transfer or hypothecation of a contract or of a controlling block of
the assignor's outstanding voting securities by a security holder of the
assignor. Consummation of the Transaction will give rise to an assignment within
the meaning of the 1940 Act, and therefore will result in the automatic
termination of the Current Hotchkis Sub-Management Agreement.
In accordance with the requirements of the 1940 Act, the New Hotchkis
Sub-Management Agreement must be approved by the holders of beneficial interests
in each of the Portfolios. The Portfolios and the Funds have agreed that the
shareholders of each of the Funds will be asked to vote on all matters on which
the Funds are asked to vote as holders of beneficial interests in the
Portfolios. The Trust will cast all of each Fund's votes with respect to the New
Hotchkis Sub-Management Agreement in the same proportion as the votes of that
Fund's shareholders cast at the Meeting on this Item 1.
THE NEW AND THE CURRENT HOTCHKIS SUB-MANAGEMENT AGREEMENTS
If the New Hotchkis Sub-Management Agreement is approved by the required
holders of beneficial interests in the Portfolios and shareholders of the Funds,
5
as described herein, New Hotchkis will serve as subadviser to the Portfolios.
The terms and conditions of the New Hotchkis Sub-Management Agreement are
identical in all material respects to those of the Current Hotchkis
Sub-Management Agreement, with the exception of the effective date, termination
date and the name of the entity to act as subadviser. A description of the
investment advisory fees to be paid to New Hotchkis by the Manager is set forth
below under the caption "Investment Advisory Fees." The New Hotchkis
Sub-Management Agreement, if approved by the vote of the holders of a "majority
of the outstanding voting securities" (as such term is defined below) of the
Portfolios, will become effective on the closing date of the Transaction or, if
later, on the date on which such Agreement receives the requisite approval of
holders of beneficial interests in the Portfolios, and will continue in effect
for a two-year period, and thereafter from year to year, subject to approval
annually in accordance with the 1940 Act. The New Hotchkis Sub-Management
Agreement may be terminated at any time without the payment of any penalty by
the Board of Trustees of the Portfolio Trust or by the vote of a "majority of
the outstanding voting securities" of the Portfolios or by the Manager. The New
Hotchkis Sub-Management Agreement may also be terminated by New Hotchkis upon 90
days' advance written notice to the Manager. The New Hotchkis Sub-Management
Agreement will also terminate automatically in the event of its "assignment" (as
defined in the 1940 Act).
Under the New Hotchkis Sub-Management Agreement, as under the Current
Hotchkis Sub-Management Agreement, New Hotchkis will furnish continuing
portfolio management services with respect to international equity securities to
each of the Portfolios, subject always to the provisions of the 1940 Act and to
the investment objective, policies, procedures and restrictions imposed by the
then current Registration Statement under the 1940 Act with respect to each of
the Portfolios. New Hotchkis will also provide the Manager with such investment
advice and reports and data as are requested by the Manager.
Like the Current Hotchkis Sub-Management Agreement, the New Hotchkis
Sub-Management Agreement provides that New Hotchkis will be responsible for
providing the Manager with such investment advice and supervision as the Manager
may from time to time consider necessary for the proper supervision of such
portion of each Portfolio's investment assets as the Manager may designate from
time to time; furnishing continuously an investment program and determining from
time to time what securities shall be purchased, sold or exchanged and what
portion of the assets of a Portfolio allocated by the Manager to New Hotchkis
will be held uninvested, subject always to the restrictions of the Trust's
Declaration of Trust, dated as of April 13, 1984, and By-laws, as each may be
amended from time to time, the provisions of the 1940 Act, the then-current
Registration Statement with respect to that Portfolio, and subject, further, to
New Hotchkis notifying the Manager in advance of its intention to purchase any
securities except insofar as the requirement for such notification may be waived
or limited by the Manager; making recommendations to the Manager as to the
manner in which proxies, voting rights, rights to consent to corporate action
and any other rights pertaining to a Portfolio's portfolio securities shall be
exercised; and taking, on behalf of each Portfolio, all actions which New
Hotchkis deems necessary to implement the investment policies of each Portfolio,
and in particular placing all orders for the purchase or sale of securities for
each Portfolio's account with the brokers or dealers selected by it, and to that
end New Hotchkis is authorized as the agent of the Trust to give instructions to
the custodian and any subcustodian of a Portfolio as to deliveries of securities
and payments of cash for the account of that Portfolio.
6
New Hotchkis is not liable for any error of judgment or mistake of law or
for any loss suffered by the Trust in connection with the matters to which the
New Hotchkis Sub-Management Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
obligations and duties, or by reason of reckless disregard of its obligations
and duties under such Agreement.
Shareholders should refer to EXHIBIT A attached hereto for the complete
terms of the New Hotchkis Sub-Management Agreement, and the description of the
New Hotchkis Sub-Management Agreement set forth herein is qualified in its
entirety by the provisions of the New Hotchkis Sub-Management Agreement as set
forth in such Exhibit.
If the Transaction does not occur, the New Hotchkis Sub-Management
Agreement presented for approval in Item 1 will not take effect, and subadvisory
services will continue to be provided to the Portfolios under the Current
Hotchkis Sub-Management Agreement.
INVESTMENT ADVISORY FEES
The fees under the New Hotchkis Sub-Management Agreement are the same as
the fees under the Current Hotchkis Sub-Management Agreement. Under the New
Hotchkis Sub-Management Agreement, the Manager (not the Portfolios) pays New
Hotchkis for its services on the basis of the annual fee schedule set forth
below:
NEW HOTCHKIS FEE SCHEDULE:
-----------------------------
0.60% on first $10 million
0.55% on next $40 million
0.45% on next $100 million
0.35% on next $150 million
0.30% on remaining assets
Fees are accrued daily and payable monthly and are at the annual rates
equal to the percentages specified above of the aggregate assets of the
Portfolios allocated to New Hotchkis.
Net fees accrued to Hotchkis for services provided pursuant to the Current
Hotchkis Sub-Management Agreement for the period from the commencement of the
Funds' operations on June 17, 1996 to June 30, 1996 were $1,983.17. Neither
Hotchkis, nor any affiliated person of Hotchkis, nor any affiliated person of
such person, received any other fees from the Manager or from the Portfolios for
services provided to the Portfolios during this period. There were no other
material payments by the Manager or the Portfolios to Hotchkis, any affiliated
person of Hotchkis, or any affiliated person of such person, during such period.
As of July 31, 1996, CitiSelectSM Folio 200 had net assets of $34,474,392;
CitiSelectSM Folio 300 had net assets of $68,526,067; and CitiSelectSM Folio 400
had net assets of $95,990,132.
For the period from the commencement of the Funds' operations on June 17,
1996 to June 30, 1996, brokerage commissions totaling $15,754.73 were paid by
the Funds to Morgan Stanley & Co. Incorporated ("Morgan Stanley"), an affiliate
of Miller Anderson & Sherrerd, LLP, an investment subadviser of the Portfolios,
or to certain other broker-dealers affiliated with Morgan Stanley. No other
commissions were paid by the Funds to any broker during the same period that (i)
is an affiliated person of the Portfolios, or (ii) is affiliated with any such
7
person described in clause (i) of this paragraph, or (iii) an affiliated person
of which is an affiliated person of the Portfolios, the Manager, Hotchkis, or
the Distributor of the Portfolios.
INFORMATION REGARDING HOTCHKIS
The Managing Directors of Hotchkis are John Hotchkis, George Wiley, Roger
DeBard, George Davis, Michael Baxter and Gail Bardin. Each of these individuals,
whose address is 800 West 6th Street, Los Angeles, CA 90017, is also a portfolio
manager of Hotchkis. With the exception of George Wiley, each will sign a
long-term employment agreement with Merrill Lynch Capital Management Group and
will serve as a managing director of Merrill Lynch Capital Management Group.
Hotchkis is a California limited partnership which, in 1995, reorganized
through a transaction in which all the General Partners of Hotchkis contributed
their interests to Hotchkis and Wiley, a newly organized Delaware limited
liability company (the "LLC"). The General Partners then became members of the
LLC and the LLC became the new general partner of Hotchkis. As a result of the
1995 reorganization, the majority of the voting interests in the LLC are held by
Mr. Hotchkis and Mr. Wiley and entities controlled by Mr. Wiley. Total
international equity securities under management by Hotchkis and its affiliates
at June 30, 1996 were approximately $817 million, $468 million of which were
assets of registered investment companies.
There have been no purchases or sales of any interests in Hotchkis or New
Hotchkis since commencement of the Funds' operations on June 17, 1996 by any of
the Trustees of the Trust. No officer or Trustee of the Trust is an officer,
employee, or general partner of or has any other material direct or indirect
interest in Hotchkis or New Hotchkis or any other person controlling, controlled
by or under common control with Hotchkis or New Hotchkis. Since commencement of
the Funds' operations on June 17, 1996, none of the Trustees of the Trust has
had any material interest, direct or indirect in any material transaction, or in
any material proposed transaction, to which Hotchkis or New Hotchkis or any
subsidiary of Hotchkis or New Hotchkis was or is to be a party.
Other investment companies for which New Hotchkis or its affiliates plan to
serve as an investment adviser or subadviser as to international equity
securities after the Transaction and the rates of compensation therefor, are set
forth in EXHIBIT B attached hereto.
THE EVALUATION BY THE BOARD OF TRUSTEES
The Board of Trustees of the Portfolio Trust has determined that, by
approving the New Hotchkis Sub-Management Agreement, the Portfolios can best
assure themselves that services now being provided by Hotchkis will continue to
be provided without interruption.
At a meeting on August 9, 1996, the Trustees of the Portfolio Trust
considered information with respect to whether the New Hotchkis Sub-Management
Agreement was in the best interests of the Portfolios and their holders of
beneficial interests. The Board of Trustees of the Portfolio Trust considered,
among other factors, representations by Hotchkis that the transactions
contemplated would not materially affect the investment advisory operations of
Hotchkis upon the transfer of such operations to Merrill Lynch or the level or
8
quality of advisory services provided to the Portfolios; that, subject to the
approval of the Board of Trustees of the Portfolio Trust and the required
approval of holders of beneficial interests in the Portfolios, the same
personnel at Hotchkis who provide services to the Portfolios would continue to
do so under the New Hotchkis Sub-Management Agreement; that the advisory fees
would not change under the New Hotchkis Sub-Management Agreement; and that the
Portfolios would not be subjected to any unfair burden as a result of the
Transaction. The Board of Trustees of the Portfolio Trust also considered the
terms of the Transaction; the differences in the ownership and control of New
Hotchkis; the nature and quality of services expected to be provided by New
Hotchkis; whether the Portfolios will be adversely affected by restrictions on
securities dealings with Merrill Lynch that will result from New Hotchkis'
status as a division of Merrill Lynch; and information regarding fees, expense
ratios and performance. In evaluating New Hotchkis' ability to provide services
to the Portfolios, the Trustees considered information as to New Hotchkis'
business organization, financial resources and personnel. The Board of Trustees
of the Portfolio Trust also considered that under circumstances in which best
price and execution may be obtained from more than one broker or dealer, New
Hotchkis may, in its discretion, purchase and sell securities through dealers
who provide research, statistical and other information to New Hotchkis.
Although certain research, market and statistical information from brokers and
dealers can be useful to the Portfolios and New Hotchkis, New Hotchkis has
advised that such information is, in its opinion, only supplementary to New
Hotchkis' own research activities and the information must still be analyzed,
weighed and reviewed by New Hotchkis. It was noted that such information may be
useful to New Hotchkis in providing services to clients other than the
Portfolios. Conversely, it was noted such information provided to New Hotchkis
by brokers and dealers through whom other clients of New Hotchkis effect
securities transactions may be useful to New Hotchkis in providing services to
the Portfolios.
Based upon its review, the Board of Trustees of the Portfolio Trust
concluded that the New Hotchkis Sub-Management Agreement is reasonable, fair and
in the best interests of each Portfolio and its holders of beneficial interests,
and that the fees provided in the New Hotchkis Sub-Management Agreement are fair
and reasonable in light of the usual and customary charges made by others for
services of the same nature and quality. Accordingly, after consideration of the
above factors, and such other factors and information as it deemed relevant, the
Board of Trustees of the Portfolio Trust, including all of the Independent
Trustees, unanimously approved the New Hotchkis Sub-Management Agreement and
voted to recommend its approval by the holders of beneficial interests in each
Portfolio.
REQUIRED VOTE
Approval of the New Hotchkis Sub-Management Agreement will require the
approval of "a majority of the outstanding voting securities" (as defined below)
of each of the Portfolios present in person or represented by proxy at a meeting
of the holders of the beneficial interests in each of the Portfolios. Under the
1940 Act, a "majority of the outstanding voting securities" of an issuer means
the affirmative vote by the lesser of (a) 67% or more of the issuer's voting
securities present at a meeting if the holders of more than 50% of the issuer's
outstanding voting securities are present in person or represented by proxy or
(b) more than 50% of the issuer's outstanding voting securities. The Portfolios
and the Funds have agreed that the shareholders of each of the Funds will be
9
asked to vote on all matters on which the Funds are asked to vote as holders of
beneficial interests in the Portfolios. The Trust will cast all of each Fund's
votes with respect to the New Hotchkis Sub-Management Agreement in the same
proportion as the votes of that Fund's shareholders cast at the Meeting on this
Item 1. The percentage of a Fund's votes representing shareholders of that Fund
not voting at the Meeting will be voted by the Trust in the same proportion as
those cast by shareholders of that Fund who do, in fact, vote.
In the event that the New Hotchkis Investment Sub-Management Agreement does
not receive the requisite shareholder approval with respect to any Fund, the
Manager would (a) manage the assets of the Fund previously allowed to Hotchkis
itself, (b) negotiate a new investment subadvisory agreement with a different
advisory organization or (c) make other appropriate arrangements, in the case of
alternative (b) or (c), subject to approval in accordance with the 1940 Act.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE SHAREHOLDERS OF EACH
FUND VOTE FOR APPROVAL OF THE NEW HOTCHKIS SUB-MANAGEMENT AGREEMENT.
ITEM 2. SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
It is intended that proxies cast by each Fund's shareholders not limited to
the contrary will be voted in favor of ratifying the selection, by a majority of
the trustees of the Trust who are not "interested persons" (as that term is
defined in the 1940 Act) of the Trust, of Price Waterhouse LLP under Section
32(a) of the 1940 Act as independent public accountants to certify every
financial statement of the Fund required by any law or regulation to be
certified by independent public accountants and filed with the SEC in respect of
all or any part of the fiscal year of the Fund ending December 31, 1996. Price
Waterhouse LLP has no direct or material indirect interest in any Fund.
Price Waterhouse LLP has served as the Funds' independent certified public
accountants since the commencement of operations on June 17, 1996, providing
audit services and consultation with respect to the preparation of filings with
the SEC.
Representatives of Price Waterhouse LLP are not expected to be present at
the Meeting.
ITEM 3. OTHER BUSINESS
The management of the Trust knows of no other business to be presented at
the Meeting. If any additional matters should be properly presented, it is
intended that the enclosed proxy (if not limited to the contrary) will be voted
in accordance with the judgment of the persons named in the enclosed form of
proxy.
10
ADDITIONAL INFORMATION
The Fund's Distributor is the Landmark Funds Broker-Dealer Services, Inc.,
6 St. James Avenue, Boston, MA 02116. State Street Bank and Trust Company
("State Street") acts as transfer agent, dividend disbursing agent and custodian
for each Fund. The principal business address of State Street is 225 Franklin
Street, Boston, Massachusetts 02110. Citibank provides administrative services
to the Funds pursuant to separate Management Agreements with the Trust, with
respect to the Funds, dated February 9, 1996.
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY
PROMPTLY.
By Order of the Board of Trustees,
PHILIP W. COOLIDGE
Philip W. Coolidge, President
August 16, 1996
11
EXHIBIT A
SUB-MANAGEMENT AGREEMENT
ASSET ALLOCATION PORTFOLIOS
SUB-MANAGEMENT AGREEMENT, dated as of __________ __, 1996, by and between
Citibank, N.A., a national banking association (the "Manager"), and Hotchkis and
Wiley, a division of the Capital Management Group of Merrill Lynch
Asset Management, L.P. (the "Subadviser").
W I T N E S S E T H:
WHEREAS, the Manager has been retained by Asset Allocation Portfolios, a
New York trust (the "Trust"), to act as investment adviser to the Trust with
respect to the series of the Trust designated as Asset Allocation Portfolio 200,
Asset Allocation Portfolio 300, Asset Allocation Portfolio 400 and Asset
Allocation Portfolio 500 (each individually a "Portfolio" and collectively the
"Portfolios"), and
WHEREAS, the Trust engages in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (collectively with the rules and regulations promulgated thereunder, the
"1940 Act"), and
WHEREAS, the Manager wishes to engage the Subadviser to provide certain
investment advisory services for the Portfolios, and the Subadviser is willing
to provide such investment advisory services for the Portfolios on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. APPOINTMENT OF THE SUBADVISER. In accordance with and subject to the
Management Agreement between the Trust and the Manager (the "Management
Agreement"), the Manager hereby appoints the Subadviser to act as subadviser
with respect to each of the Portfolios for the period and on the terms set forth
in this Agreement. The Subadviser accepts such appointment and agrees to provide
an investment program with respect to the Portfolios for the compensation
provided by this Agreement.
2. DUTIES OF THE SUBADVISER. The Subadviser shall provide the Manager with
such investment advice and supervision as the Manager may from time to time
consider necessary for the proper supervision of such portion of each
Portfolio's investment assets as the Manager may designate from time to time.
Notwithstanding any provision of this Agreement, the Manager shall retain all
rights and ultimate responsibilities to supervise and, in its discretion,
conduct investment advisory activities relating to the Trust. The Subadviser
shall furnish continuously an investment program and shall determine from time
to time what securities shall be purchased, sold or exchanged and what portion
of the assets of a Portfolio allocated by the Manager to the Subadviser shall be
held uninvested, subject always to the restrictions of the Trust's Declaration
of Trust, dated December 14, 1995, and By-laws, as each may be amended from time
to time (respectively, the "Declaration" and the "By-Laws"), the provisions of
A-1
the 1940 Act, the then-current Registration Statement of the Trust with respect
to that Portfolio, and subject, further, to the Subadviser notifying the Manager
in advance of the Subadviser's intention to purchase any securities except
insofar as the requirement for such notification may be waived or limited by the
Manager, it being understood that the Subadviser shall be responsible for
compliance with any restrictions imposed in writing by the Manager from time to
time in order to facilitate compliance with the above-mentioned restrictions and
such other restrictions as the Manager may determine. Further, the Manager or
the Trustees of the Trust may at any time, upon written notice to the
Subadviser, suspend or restrict the right of the Subadviser to determine what
securities shall be purchased or sold on behalf of a Portfolio and what portion,
if any, of the assets of a Portfolio allocated by the Manager to the Subadviser
shall be held uninvested. The Subadviser shall also, as requested, make
recommendations to the Manager as to the manner in which proxies, voting rights,
rights to consent to corporate action and any other rights pertaining to a
Portfolio's portfolio securities shall be exercised. Should the Board of
Trustees of the Trust or the Manager at any time, however, make any definite
determination as to investment policy applicable to a Portfolio and notify the
Subadviser thereof in writing, the Subadviser shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked.
The Subadviser shall take, on behalf of each Portfolio, all actions which
it deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
securities for each Portfolio's account with the brokers or dealers selected by
it, and to that end the Subadviser is authorized as the agent of the Trust to
give instructions to the custodian and any subcustodian of a Portfolio as to
deliveries of securities and payments of cash for the account of that Portfolio.
The Subadviser will advise the Manager on the same day it gives any such
instructions. In connection with the selection of such brokers or dealers and
the placing of such orders, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to a Portfolio and/or the other accounts
over which the Subadviser or its affiliates exercise investment discretion. The
Subadviser is authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for a
Portfolio which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Subadviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either that
particular transaction or the overall responsibilities which the Subadviser and
its affiliates have with respect to accounts over which they exercise investment
discretion. The Trustees of the Trust shall periodically review the commissions
paid by each Portfolio to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the Portfolio. In
making purchases or sales of securities or other property for the account of a
Portfolio, the Subadviser may deal with itself or with the Trustees of the Trust
or the Trust's underwriter or distributor, to the extent such actions are
permitted by the 1940 Act. The Board of Trustees of the Trust, in its
discretion, may instruct the Subadviser to effect all or a portion of its
securities transactions with one or more brokers and/or dealers selected by the
Board of Trustees, if it determines that the use of such brokers and/or dealers
is in the best interest of the Trust.
A-2
3. ALLOCATION OF CHARGES AND EXPENSES. The Subadviser shall furnish at its
own expense all necessary services, facilities and personnel in connection with
its responsibilities under Section 2 above. Except as provided in the foregoing
sentence, it is understood that the Trust will pay from the assets of each
Portfolio all of its own expenses allocable to that Portfolio including, without
limitation, organization costs of the Portfolio; compensation of Trustees who
are not "interested persons" of the Trust; governmental fees; interest charges;
loan commitment fees; taxes; membership dues in industry associations allocable
to the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, registrar or dividend disbursing agent of the
Trust; expenses of issuing and redeeming beneficial interests and servicing
investor accounts; expenses of preparing, typesetting, printing and mailing
investor reports, notices, proxy statements and reports to governmental officers
and commissions and to investors in the Portfolio; expenses connected with the
execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the custodian for all services to the Portfolio,
including safekeeping of Portfolios and securities and maintaining required
books and accounts; expenses of calculating the net asset value of the Portfolio
(including but not limited to the fees of independent pricing services);
expenses of meetings of the Portfolio's investors; expenses relating to the
issuance of beneficial interests in the Portfolio; and such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust on behalf of the Portfolio may be a party and
the legal obligation which the Trust may have to indemnify its Trustees and
officers with respect thereto.
4. COMPENSATION OF THE SUBADVISER. For the services to be rendered by the
Subadviser hereunder, the Manager shall pay to the Subadviser out of the
management fee it receives from the Trust, and only to the extent thereof, an
investment subadvisory fee, accrued daily and paid monthly, at an annual rate
equal to the percentages specified below of the aggregate assets of all
Portfolios allocated to the Subadviser:
0.60% on the first $10 million;
0.55% on the next $40 million;
0.45% on the next $100 million;
0.35% on the next $150 million; and
0.30% on remaining assets.
If the Subadviser serves as investment subadviser for less than the whole
of any period specified in this Section 4, the compensation to the Subadviser
shall be prorated. Neither the Trust nor the Portfolios shall be liable to the
Subadviser for the compensation of the Subadviser.
If in any fiscal year the aggregate expenses of a Portfolio and any fund
investing its assets therein (including fees pursuant to the Management
Agreement, but excluding interest, taxes, brokerage and, with the prior written
consent of the necessary state securities commissions, extraordinary expenses)
exceed the expense limitation of any state having jurisdiction over that
Portfolio and any fund investing its assets therein, the Manager may deduct from
the fees to be paid hereunder, or the Subadviser will bear such excess expense
on a pro-rata basis with the Manager, in the proportion that the subadvisory fee
payable pursuant to this Agreement bears to the fee payable to the Manager
pursuant to the Management Agreement, to the extent required by state law. The
Subadviser's obligation pursuant hereto will be limited to the amount of its
A-3
fees hereunder. Such deduction or payment, if any, will be estimated daily, and
reconciled and effected or paid, as the case may be, on a monthly basis.
5. COVENANTS OF THE SUBADVISER. The Subadviser agrees that it will not deal
with itself, or with the Trustees of the Trust or the Trust's principal
underwriter or distributor, as principals in making purchases or sales of
securities or other property for the account of a Portfolio, except as permitted
by the 1940 Act, will not take a long or short position in beneficial interests
of a Portfolio except as permitted by the Declaration, and will comply with all
other provisions of the Declaration and By-Laws and the then-current
Registration Statement applicable to each Portfolio relative to the Subadviser
and its directors and officers.
6. LIMITATION OF LIABILITY OF THE SUBADVISER. The Subadviser shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution of securities
transactions for a Portfolio, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder. As used in this Section 6, the term
"Subadviser" shall include directors, officers and employees of the Subadviser
as well as the Subadviser itself. The Trust, on behalf of the Portfolios, is
expressly made a third party beneficiary of this Agreement, and may enforce any
obligations of the Subadviser under this Agreement and recover directly from the
Subadviser for any liability the Subadviser may have hereunder.
7. ACTIVITIES OF THE SUBADVISER. The services of the Subadviser to the
Portfolios are not to be deemed to be exclusive, the Subadviser being free to
render investment advisory and/or other services to others, including accounts
or investment management companies with similar or identical investment
objectives to the Portfolios. It is understood that Trustees, officers, and
investors of the Trust or the Manager are or may be or may become interested in
the Subadviser, as directors, officers, employees, or otherwise and that
directors, officers, and employees of the Subadviser are or may become similarly
interested in the Trust or the Manager and that the Subadviser may be or may
become interested in the Trust as an investor or otherwise.
8. DURATION, TERMINATION AND AMENDMENTS OF THIS AGREEMENT. This Agreement
shall become effective as of the day and year first above written, and shall
govern the relations between the parties hereto thereafter and shall remain in
force until __________ __, 1998, on which date it will terminate unless its
continuance after February 9, 1998 is "specifically approved at least annually"
(a) by the vote of a majority of the Trustees of the Trust who are not
"interested persons" of the Trust or of the Manager or of the Subadviser at a
meeting specifically called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Trust or by "vote of a majority of the
outstanding voting securities" of each Portfolio.
This Agreement may be terminated as to any Portfolio at any time without
the payment of any penalty by (i) the Trustees, (ii) the "vote of a majority of
the outstanding voting securities" of that Portfolio, or (iii) the Manager, in
each case on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement may be terminated as to any Portfolio at any time
without the payment of any penalty by the Subadviser on not less than 90 days'
written notice to the Manager. This Agreement shall automatically terminate in
the event of its "assignment." Termination of this Agreement as to any Portfolio
shall not terminate this Agreement as it applies to the remaining Portfolios.
A-4
This Agreement constitutes the entire agreement between the parties and may
be amended as to any Portfolio only if such amendment is approved by the
Subadviser and the vote of a majority of the outstanding voting securities" of
that Portfolio (except for any such amendment as may be effected in the absence
of such approval without violating the 1940 Act). Amendment of any term of this
Agreement with respect to any single Portfolio shall not, without more, amend
such term with respect to any other Portfolio.
The terms "specifically approved at least annually," "vote of a majority of
the outstanding voting securities," "assignment," "affiliated person," and
"interested persons," when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
9. GOVERNING LAW. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts provided, however, that nothing herein will be construed in a
manner inconsistent with the 1940 Act, the Investment Advisers Act of 1940 or
any rules or regulations of the Securities and Exchange Commission thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
CITIBANK, N.A. HOTCHKIS AND WILEY,
a division of the Capital Management
Group of Merrill Lynch Asset
Management, L.P.
By: By:
------------------------------ ------------------------------
Title: Title:
--------------------------- ---------------------------
The foregoing is acknowledged:
The undersigned officer of the Trust has executed this Agreement not
individually but in his capacity as an officer of the Trust under the
Declaration. The Trust does not hereby undertake, on behalf of the Portfolios or
otherwise, any obligation to the Subadviser.
ASSET ALLOCATION PORTFOLIOS
on behalf of Asset Allocation Portfolio 200,
Asset Allocation Portfolio 300,
Asset Allocation Portfolio 400 and
Asset Allocation Portfolio 500
By:
------------------------------
Title:
---------------------------
A-5
EXHIBIT B
OTHER INVESTMENT COMPANIES FOR WHICH HOTCHKIS & WILEY
IS AN INVESTMENT ADVISER OR SUBADVISER
ANNUAL FEE (AS A PERCENTAGE OF ASSETS AS OF
NAME OF FUND AVERAGE NET ASSETS) JUNE 30, 1996
- --------------- ------------------------------------ ---------------
American AAdvantage For all accounts (including separate $126,898,203
International Equity Fund accounts) combined:
.60% of the first $10 million,
.50% of the next $140 million,
.30% of the next $50 million, and
.20% over $200 million
Hotchkis and Wiley .75 of 1% of average daily net assets $330,997,678
International Fund (annual expenses of the Fund are
limited to 1% of the Fund's average
net assets)
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735-9858
CITISELECT SM FOLIO 200
A SERIES OF LANDMARK FUNDS I
A PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 8, 1996
THE UNDERSIGNED, REVOKING ALL PROXIES HERETOFORE GIVEN, HEREBY APPOINTS EACH OF
PHILIP W. COOLIDGE, JOHN R. ELDER, LINDA T. GIBSON, THOMAS M. LENZ, AND MOLLY S.
MUGLER, OR ANY OF THEM, AS PROXIES OF THE UNDERSIGNED WITH FULL POWER OF
SUBSTITUTION, TO VOTE ON BEHALF OF ALL OF THE UNDERSIGNED ALL SHARES IN
CITISELECT SM FOLIO 200 (THE "FUND"), A SERIES OF LANDMARK FUNDS I (THE
"TRUST"), WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND TO BE HELD AT CITICORP CENTER, 153 EAST 53RD STREET,
14TH FLOOR, NEW YORK, NEW YORK, ON TUESDAY, OCTOBER 8, 1996 AT 3 P.M., EASTERN
TIME, AND AT ANY ADJOURNMENT THEREOF, AS FULLY AS THE UNDERSIGNED WOULD BE
ENTITLED TO VOTE IF PERSONALLY PRESENT, AS FOLLOWS:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR AS
CUSTODIAN FOR A MINOR, PLEASE SIGN YOUR NAME AND GIVE YOUR FULL TITLE AS SUCH.
IF SIGNING ON BEHALF OF A CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME AND
YOUR NAME AND INDICATE YOUR TITLE. IF YOU ARE A PARTNER SIGNING FOR A
PARTNERSHIP, PLEASE SIGN THE PARTNERSHIP NAME AND YOUR NAME. JOINT OWNERS SHOULD
EACH SIGN THIS PROXY. PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED ENVELOPE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/ CITI200
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
CITISELECT SM FOLIO 200 DETACH AND RETURN THIS PORTION ONLY
- -----------------------
VOTE ON PROPOSALS
- -----------------------
FOR AGAINST ABSTAIN 1. TO CONSIDER AND VOTE ON APPROVAL OF A NEW
/ / / / / / SUB-MANAGEMENT AGREEMENT BETWEEN CITIBANK, N.A.
AND HOTCHKIS & WILEY, WITH RESPECT TO THE FUND.
FOR AGAINST ABSTAIN 2. TO CONSIDER AND VOTE ON APPROVAL OF THE SELECTION
/ / / / / / OF PRICE WATERHOUSE LLP AS THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF LANDMARK FUNDS I
WITH RESPECT TO THE FUND, TO BE EMPLOYED THROUGH
THE FISCAL YEAR ENDING DECEMBER 31, 1996
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS BALLOT.
- ---------------- ----------------------------- -------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735-9858
CITISELECT SM FOLIO 300
A SERIES OF LANDMARK FUNDS I
A PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 8, 1996
THE UNDERSIGNED, REVOKING ALL PROXIES HERETOFORE GIVEN, HEREBY APPOINTS EACH OF
PHILIP W. COOLIDGE, JOHN R. ELDER, LINDA T. GIBSON, THOMAS M. LENZ, AND MOLLY S.
MUGLER, OR ANY OF THEM, AS PROXIES OF THE UNDERSIGNED WITH FULL POWER OF
SUBSTITUTION, TO VOTE ON BEHALF OF ALL OF THE UNDERSIGNED ALL SHARES IN
CITISELECT SM FOLIO 300 (THE "FUND"), A SERIES OF LANDMARK FUNDS I (THE
"TRUST"), WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND TO BE HELD AT CITICORP CENTER, 153 EAST 53RD STREET,
14TH FLOOR, NEW YORK, NEW YORK, ON TUESDAY, OCTOBER 8, 1996 AT 3 P.M., EASTERN
TIME, AND AT ANY ADJOURNMENT THEREOF, AS FULLY AS THE UNDERSIGNED WOULD BE
ENTITLED TO VOTE IF PERSONALLY PRESENT, AS FOLLOWS:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR AS
CUSTODIAN FOR A MINOR, PLEASE SIGN YOUR NAME AND GIVE YOUR FULL TITLE AS SUCH.
IF SIGNING ON BEHALF OF A CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME AND
YOUR NAME AND INDICATE YOUR TITLE. IF YOU ARE A PARTNER SIGNING FOR A
PARTNERSHIP, PLEASE SIGN THE PARTNERSHIP NAME AND YOUR NAME. JOINT OWNERS SHOULD
EACH SIGN THIS PROXY. PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED ENVELOPE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/ CITI300
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
CITISELECT SM FOLIO 300 DETACH AND RETURN THIS PORTION ONLY
- -----------------------
VOTE ON PROPOSALS
- -----------------------
FOR AGAINST ABSTAIN 1. TO CONSIDER AND VOTE ON APPROVAL OF A NEW
/ / / / / / SUB-MANAGEMENT AGREEMENT BETWEEN CITIBANK, N.A.
AND HOTCHKIS & WILEY, WITH RESPECT TO THE FUND.
FOR AGAINST ABSTAIN 2. TO CONSIDER AND VOTE ON APPROVAL OF THE SELECTION
/ / / / / / OF PRICE WATERHOUSE LLP AS THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF LANDMARK FUNDS I
WITH RESPECT TO THE FUND, TO BE EMPLOYED THROUGH
THE FISCAL YEAR ENDING DECEMBER 31, 1996
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS BALLOT.
- ---------------- ----------------------------- -------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735-9858
CITISELECT SM FOLIO 400
A SERIES OF LANDMARK FUNDS I
A PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 8, 1996
THE UNDERSIGNED, REVOKING ALL PROXIES HERETOFORE GIVEN, HEREBY APPOINTS EACH OF
PHILIP W. COOLIDGE, JOHN R. ELDER, LINDA T. GIBSON, THOMAS M. LENZ, AND MOLLY S.
MUGLER, OR ANY OF THEM, AS PROXIES OF THE UNDERSIGNED WITH FULL POWER OF
SUBSTITUTION, TO VOTE ON BEHALF OF ALL OF THE UNDERSIGNED ALL SHARES IN
CITISELECT SM FOLIO 400 (THE "FUND"), A SERIES OF LANDMARK FUNDS I (THE
"TRUST"), WHICH THE UNDERSIGNED IS ENTITLED TO VOTE AT THE SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND TO BE HELD AT CITICORP CENTER, 153 EAST 53RD STREET,
14TH FLOOR, NEW YORK, NEW YORK, ON TUESDAY, OCTOBER 8, 1996 AT 3 P.M., EASTERN
TIME, AND AT ANY ADJOURNMENT THEREOF, AS FULLY AS THE UNDERSIGNED WOULD BE
ENTITLED TO VOTE IF PERSONALLY PRESENT, AS FOLLOWS:
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSALS
FOR WHICH NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR AS
CUSTODIAN FOR A MINOR, PLEASE SIGN YOUR NAME AND GIVE YOUR FULL TITLE AS SUCH.
IF SIGNING ON BEHALF OF A CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME AND
YOUR NAME AND INDICATE YOUR TITLE. IF YOU ARE A PARTNER SIGNING FOR A
PARTNERSHIP, PLEASE SIGN THE PARTNERSHIP NAME AND YOUR NAME. JOINT OWNERS SHOULD
EACH SIGN THIS PROXY. PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED ENVELOPE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/ CITI400
KEEP THIS PORTION FOR YOUR RECORDS
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CITISELECT SM FOLIO 400 DETACH AND RETURN THIS PORTION ONLY
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VOTE ON PROPOSALS
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FOR AGAINST ABSTAIN 1. TO CONSIDER AND VOTE ON APPROVAL OF A NEW
/ / / / / / SUB-MANAGEMENT AGREEMENT BETWEEN CITIBANK, N.A.
AND HOTCHKIS & WILEY, WITH RESPECT TO THE FUND.
FOR AGAINST ABSTAIN 2. TO CONSIDER AND VOTE ON APPROVAL OF THE SELECTION
/ / / / / / OF PRICE WATERHOUSE LLP AS THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF LANDMARK FUNDS I
WITH RESPECT TO THE FUND, TO BE EMPLOYED THROUGH
THE FISCAL YEAR ENDING DECEMBER 31, 1996
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS BALLOT.
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SIGNATURE SIGNATURE (JOINT OWNERS) DATE