SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant _____
Check appropriate box:
___ Preliminary proxy statement
[X] Definitive proxy statement
___ Definitive additional materials
___ Solicitation material
BT Investment Funds
(Name of Registrant as Specified in Its Charter)
Board of Trustees of BT Investment Funds
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
(paid upon filing of preliminary proxy materials on September 12, 1995.)
___ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
___ 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 transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
____ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the form or
schedule and the date of its filing:
(1) Amount previously paid:
(2) Form, schedule or registration no.:
(3) Filing party:
(4) Date filed:
BT INVESTMENT FUNDS
GLOBAL HIGH YIELD SECURITIES FUND
Dear Shareholder:
We are writing to let you know that a special meeting of Global High Yield
Securities Fund (the "Fund") shareholders will be held on October 31, 1995 to
vote on an important proposal that affects the Fund and your investment in it.
The Board of Trustees of BT Investment Portfolios has recently reviewed and
unanimously approved a proposal to change the Global High Yield Securities
Portfolio (the "Portfolio"), in which the Fund invests all of its investible
assets, from a diversified to a non-diversified fund in terms of its investment
limitations. Currently, as a diversified fund, with respect to at least 75% of
the Portfolio's total assets, not more than 5% of those assets may be invested
in a single issuer, including non-U.S. sovereign issuers. As a non-diversified
investment company, effectively with respect to at least 50% of the Portfolio's
total assets, not more than 5% of those assets may be invested in a single
issuer, including non-U.S. sovereign issuers .
The Board of Trustees of BT Investment Portfolios has determined that it is in
the best interests of the Portfolio's investors to manage the Portfolio as a
non- diversified fund for several reasons. As a non-diversified fund, the
Portfolio would be better able to pursue its investment objective of high
current income. Many other funds with a similar investment objective and
strategy are non- diversified. As a non-diversified fund, the Portfolio will
have the flexibility to focus its investments when market conditions warrant,
but will still have the ability to be more diversified if the investment
environment changes. In many of the countries in which the Portfolio invests,
there are a limited number of issued securities suitable for investment by the
Portfolio. As a non-diversified fund, the Portfolio will be able to invest to a
greater extent in countries and issuers that the Portfolio's investment adviser
believes represents attractive investment opportunities. However, the
Portfolio's flexibility to focus a greater percentage of its investments in
fewer issuers and countries could expose the Fund to the risk of greater
fluctuations in net asset value per share.
The Board of Trustees of BT Investment Funds has proposed an identical change
for the Fund. For a more complete discussion of this proposal and the potential
benefits and risks, please read the proxy statement in full.
As a shareholder of the Fund, you have the opportunity to voice your opinion on
this proposal. The enclosed package contains information about the proposal and
the materials to use when voting by mail. PLEASE VOTE PROMPTLY. YOUR VOTE IS
IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN. IN ORDER TO SPARE THE EXPENSE
OF FOLLOW-UP SOLICITATIONS, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
CARD AND RETURN THE CARD AS SOON AS POSSIBLE IN THE POSTAGE-PAID ENVELOPE.
If you have any questions before you vote, please contact your service
representative. Thank you for your participation.
Sincerely,
Bankers Trust Company
Investment Adviser of the Portfolio
BT INVESTMENT FUNDS
GLOBAL HIGH YIELD SECURITIES FUND
6 St. James Avenue, Boston, Massachusetts 02116
(800) 422-6577
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 31, 1995
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A Special Meeting of Shareholders of the Global High Yield Securities Fund
(the "Fund") a series of BT INVESTMENT FUNDS (the "Trust") will be held at the
offices of the Trust, 6 St. James Avenue, Boston, Massachusetts 02116, on
October 31, 1995, at 10:00 a.m. for the following purposes, all as set forth in
the accompanying Proxy Statement. The Trust seeks to achieve the investment
objectives of the Fund by investing all of the investable assets of the Fund in
the Global High Yield Securities Portfolio (the "Portfolio") which has the same
investment objectives as the Fund.
PROPOSAL 1. To consider and act upon a proposal to change the
classification of each of the Fund and the Portfolio as a
diversified fund to that of a non-diversified fund; and
PROPOSAL 2. To transact such other business as may properly come before
the special meeting or any adjournment thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only shareholders of record on September 15, 1995 will be entitled to vote
at the meeting.
THOMAS M. LENZ
Secretary
September 29, 1995
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY WHICH WILL HELP IN AVOIDING THE ADDITIONAL
EXPENSES OF A SECOND SOLICITATION. THE STAMPED, SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
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 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. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on
the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURES
------------ ----------------
CORPORATE 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
TRUST ACCOUNTS
(1) ABC Trust ............................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 ..................... Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ...... John B. Smith
(2) John B. Smith ........................ John B. Smith, Jr., Executor
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the solicitation
of proxies by and on behalf of the Board of Trustees of BT Investment Funds (the
"Trust") to be used at a Special Meeting of Shareholders (the "Meeting") of the
Global High Yield Securities Fund (the "Fund") a series of the Trust, to be held
at the offices of the Trust, 6 St. James Avenue, Boston, Massachusetts 02116, on
October 31, 1995, at 10:00 a.m., for the purposes set forth in the accompanying
Notice. Unless instructions to the contrary are marked, proxies will be voted
"FOR" the proposal to change the Fund's classification as a "diversified" fund
to a "non-diversified" fund and for any other proposal that may come before the
meeting. 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 Service Agent which is the agent of record with
respect to the shares represented by the proxy (see back panel for address and
telephone number).
On September 15, 1995, the Fund had 2,374,062 shares of beneficial interest
outstanding and entitled to vote. As of September 15, 1995, all Trustees and
officers of the Trust, as a group, owned less than 1% of the outstanding shares
of the Fund and of the Trust. The following persons beneficially owned more than
5% of the outstanding shares of the Fund on September 15, 1995 (the "Record
Date"): Lawrence J. DeGeorge, P.O. Box 384, Wallingford, Connecticut 06492
beneficially owned 297,767.045 shares (12.5%) of the Fund and Florence A.
DeGeorge, P.O. Box 384, Wallingford, Connecticut 06492 beneficially owned
127,614.449 shares (5.4%) of the Fund.
Only shareholders of record as of the close of business on the Record Date
will be entitled to notice of, and to vote at, the Meeting or any adjournment
thereof. The holders of a majority of the shares of the Fund outstanding at the
close of business on the Record Date present in person or represented by proxy
will constitute a quorum for the Meeting. For purposes of determining 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 Proposal 1. If the enclosed form of proxy is properly executed and
returned in time to be voted at the Meeting, the proxies named therein will vote
the shares represented by the proxy in accordance with the instructions marked
thereon. Unmarked proxies will be voted FOR Proposal 1 and FOR any other matters
deemed appropriate. A proxy may be revoked at any time on or before the Meeting
by written notice to the Secretary of BT Investment Funds, 6 St. James Avenue,
Boston, Massachusetts 02116. Unless revoked, all valid proxies will be voted in
accordance with the specifications thereon or, in the absence of such
specifications, for Proposal 1.
The Trust is an open-end management investment company organized as a
business trust under the laws of the Commonwealth of Massachusetts on July 21,
1986. The mailing address of the Trust is 6 St. James Avenue, Boston,
Massachusetts 02116.
The Fund seeks to achieve its investment objective by investing all of its
investable assets ("Assets") in Global High Yield Securities Portfolio (the
"Portfolio"). The Portfolio, which has the same investment objective as the
Fund, is a series of BT Investment Portfolios, an open-end management investment
company. Shareholders of the Fund are being asked to vote on this proposal with
respect to the Portfolio because the Portfolio has requested its investors
(principally the Trust) to vote on the proposal. The Trust will cast all of the
Fund's votes in the same proportion as the votes of the Fund's shareholders.
Fund shareholders who do not vote will not affect the Trust's votes as an
investor in the Portfolio. The percentage of the Trust's votes representing Fund
shareholders not voting will be voted by the Trustees or officers of the Trust
in the same proportion as the Fund shareholders who do, in fact, vote (including
abstentions).
If the accompanying proxy is executed and returned in time for the Meeting,
the shares covered thereby will be voted in accordance with the proxy on all
matters that may properly come before the Meeting (or any adjournment thereof).
Solicitation of proxies is being made by the mailing of this Notice and Proxy
Statement with its enclosures on or about September 29, 1995.
At the Meeting, shareholders will vote to approve or disapprove the items
set forth in the accompanying Notice. As used in this Proxy Statement, "Majority
Shareholder Vote" shall mean the affirmative vote of a majority of the
outstanding voting securities of the Fund. "Majority of the outstanding voting
securities of the Fund" means the lesser of (a) 67% of the Fund's shares present
at the Meeting if the holders of more than 50% of the outstanding shares of the
Fund are present in person or by proxy or (b) more than 50% of the outstanding
shares of the Fund.
Approval of the proposal with respect to the Portfolio will also require
approval by a majority of the outstanding voting securities of the Portfolio.
PROPOSAL 1. -- TO CONSIDER AND ACT UPON A PROPOSAL TO CHANGE THE
CLASSIFICATION OF EACH OF THE FUND AND THE PORTFOLIO AS A
"DIVERSIFIED" FUND TO THAT OF A "NON-DIVERSIFIED" FUND.
The Portfolio is currently classified as a diversified fund under the
Investment Company Act of 1940, as amended (the "1940 Act"). The 1940 Act
requires that with respect to 75% of its total assets, a diversified fund may
not invest more than 5% of its total assets (taken at market value at the time
of each investment) in the securities of any one issuer or acquire more than 10%
of the outstanding voting securities of any one issuer. A diversified fund may
invest the other 25% of its assets without regard to the foregoing 5% and 10%
limitations (the "25% non-diversified basket"). The U.S. Government, its
agencies and instrumentalities are not included within the definition of
"issuer" for purposes of the diversification requirements under the 1940 Act and
therefore securities issued by the U.S. Government, its agencies and
instrumentalities ("U.S. Government Securities") (and repurchase agreements
collateralized by U.S. Government Securities) are not subject to the 5% and 10%
limitations. Foreign government securities, however, are subject to the
diversification requirements of the 1940 Act.
It is proposed that the Fund's shareholders approve changing the
classification of each of the Fund and the Portfolio from a diversified fund to
a non-diversified fund for purposes of the 1940 Act. As a non-diversified fund,
the Portfolio would no longer be subject to the above described 1940 Act
diversification requirements. However, in order to enable the Fund (and other
registered investment companies which may in the future invest all of their
Assets in the Portfolio) to qualify as a regulated investment company (a "RIC")
the Portfolio must comply with the diversification requirements of Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal
income tax purposes.
In order to enable the Fund to qualify as a RIC under the Code, the
Portfolio must comply with certain requirements, including diversifying its
investments so that at the close of each quarter of its taxable year (i) not
more than 25% of the market value of the Portfolio's total assets will be
invested in the securities of a single issuer, or any two or more issuers which
are controlled by the Portfolio and engaged in the same, similar or related
businesses, and (ii) with respect to 50% of the market value of its total
assets, not more than 5% of the market value of its total assets will be
invested in the securities of a single issuer, and the Portfolio will not own
more than 10% of the outstanding voting securities of a single issuer (the "50%
non-diversified basket"). As in the case of the 1940 Act requirements discussed
above, investment in U.S. Government Securities (but, in the case of the Code
requirements, not including repurchase agreements collateralized by U.S.
Government Securities) are not included within the definition of "issuer" for
purposes of the diversification requirements of the Code, while foreign
government securities are included within such definition.
The Portfolio seeks to achieve its investment objective in part by taking
positions in the securities of one issuer, including Brady bonds, of a
particular country. Such positions may represent more than 5% of the Portfolio's
total assets ("larger than 5% positions") or more than 10% of the voting
securities ("larger than 10% voting positions") of smaller issuers ("small
issuers"). The diversification requirements of the 1940 Act discussed above
limit the degree to which the Portfolio may pursue these strategies. At the
present time, nearly 23% of the Portfolio's total assets are invested in a
combination of larger than 5% positions. This allocation of assets effectively
fills the Portfolio's permitted 25% non-diversified basket. The Portfolio is
unable to pursue investment in any additional larger than 5% positions without
liquidating existing positions in the non-diversified basket. Similarly, the
Portfolio would like to enter into additional larger than 5% positions, but the
Portfolio currently is unable to do so without first liquidating existing
positions in the 25% non-diversified basket. Because the Portfolio does not wish
to continue to forego attractive investment opportunities or, alernatively, be
forced to liquidate existing positions prematurely in order to take advantage of
such opportunities, Bankers Trust Company ("Bankers Trust"), the Portfolio's
investment adviser, believes that it is advisable to change the Portfolio's
classification as a diversified fund to that of a non-diversified fund. As a
non-diversified fund, the Portfolio would be subject to the larger 50%
non-diversified basket, and accordingly, would be permitted to invest an
additional 25% of its assets without regard to the 5% and 10% limitations. Since
the Fund seeks to achieve its investment objective by investing all of its
Assets in the Portfolio, the classification of the Fund should be the same as
the Portfolio.
As stated above, changing the Portfolio's status from diversified to
non-diversified may increase the flexibility with which Bankers Trust could
invest the Portfolio's assets. However, as a general matter, as a
non-diversified fund, the Portfolio may invest a relatively high percentage of
its assets in obligations of a limited number of issuers, and may therefore be
more susceptible than a diversified fund to any single economic, political or
regultory occurrence. In addition, the Portfolio may be affected to a greater
degree to changes in an issuer's financial condition or in the market's
assessment of an issuer. As a result, to the extent that the Portfolio assumes
large positions in the securities of a small number of issuers, the Fund's net
asset value may fluctuate to a greater extent than it would if the Portfolio
remained as a diversified company.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT THE FUND'S
SHAREHOLDERS APPROVE PROPOSAL 1.
PROPOSAL 2. -- OTHER BUSINESS
Neither the Trustees of the Trust nor the persons appointed as proxies are
aware of any matters other than those set forth in the accompanying Notice of
Special Meeting which may be presented by others, nor do they have any intention
of bringing before the meeting for action any matters other than those specified
in such Notice. If any other business shall properly come before the Meeting,
the persons appointed as proxies shall vote thereon in accordance with their
best judgment.
ADDITIONAL INFORMATION
VOTING INFORMATION
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Trustees of the Trust to be used at the Special Meeting
of Shareholders of the Fund to be held at 10:00 A.M. on October 31, 1995, at the
offices of the Trust, 6 St. James Avenue, Boston, Massachusetts, and at any
adjournment thereof. This Proxy Statement, along with a Notice of the Meeting
and a proxy card, is first being mailed to shareholders of the Fund on or about
September 29, 1995.
Proxy solicitations will be made primarily by mail, but proxy solicitations
also may be made by telephone, telegraph or personal interviews conducted by
officers and employees of the Trust, Signature Broker-Dealer Services, Inc., the
distributor of shares of the Fund, and/or Bankers Trust. The aggregate cost of
solicitation of the shareholders of the Fund is expected to be approximately
$7,500. Expenses of the proxy solicitation and the preparation of enclosures to
the Proxy Statement, reimbursement of expenses of forwarding solicitation
material to beneficial owners of shares of the Fund and expenses incurred in
connection with the preparation of this Proxy Statement, will be borne by the
Fund.
In the event that sufficient votes to approve Proposal 1 are not received by
October 31, 1995, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any such adjournment will require an affirmative vote by the holders of a
majority of the shares present in person or by proxy and entitled to vote at the
Meeting. The persons named as proxies will vote upon a decision to adjourn the
Meeting.
SHAREHOLDER PROPOSALS
The Trust does not hold annual shareholders' meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to the Secretary of
the Trust at the address on the cover page of this Proxy Statement.
IT IS IMPORTANT THAT PROXIES BE RETURNED.
BT INVESTMENT FUNDS
INVESTMENT ADVISER AND ADMINISTRATOR
Bankers Trust Company
280 Park Avenue
New York, NY 10015
DISTRIBUTOR
Signature Broker-Dealer Services, Inc.
6 St. James Avenue
Boston, MA 02116
TRANSFER AGENT AND CUSTODIAN
Bankers Trust Company
280 Park Avenue
New York, NY 10015
SERVICE AGENT
Bankers Trust Company
280 Park Avenue
New York, NY 10015
AUDITORS
Coopers & Lybrand L.L.P.
1251 Avenue of The Americas
New York, NY 10020
COUNSEL
Willkie Farr and Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022-4669
BT INVESTMENT FUNDS
6 St. James Avenue, Boston, MA 02116
(800) 422-6577
BT INVESTMENT FUNDS
GLOBAL HIGH YIELD SECURITIES FUND
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Philip W. Coolidge, John R. Elder, Linda T.
Gibson, James S. Lelko, Jr., Thomas M. Lenz and Andres E. Saldana as proxies,
each with the power to appoint his substitute, and hereby authorizes each of
them acting singly or jointly to represent and to vote, as designated below, all
shares of beneficial interest of Global High Yield Securities Fund (the "Fund")
a series of BT Investment Funds held of record by the undersigned on September
15, 1995 at the Meeting of Shareholders to be held on October 31, 1995 or any
adjournment thereof. Such proxies are also authorized to vote in their
discretion on such other matters as may properly come before the Meeting or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
1. To consider and act upon a proposal to change the classification of each of
the Fund and the Portfolio as a "diversified" fund to that of a
"non-diversified" fund.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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Date
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Signature(s)
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Signature (Joint Owners)
YOUR VOTE IS IMPORTANT. Please
complete, sign and return this
card as soon as possible. Mark
with an X in the box.