File No. 811-4760
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BT INVESTMENT FUNDS
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement., if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: __________________________________________
2) Form, Schedule or Registration Statement No.:_____________________
3) Filing Party: ____________________________________________________
4) Date Filed: ______________________________________________________
PLEASE VOTE THE WHITE PROXY CARD FOR MANAGEMENT
The SMALLCap Fund, Inc.
One South Street
Baltimore, Maryland 21202
Dear Fellow Stockholder: May 24, 2002
With the annual meeting less than two weeks away, we are writing again to urge
you to vote the enclosed WHITE proxy card FOR the reorganization proposal and
FOR the re-election of Joseph Incandela and Robert Greeley. Please call us toll
free at (866) 219-9663 if you need more information.
We have told you we believe control of your Fund by Ralph Bradshaw will lead to
poorer performance, higher expense ratios and higher discounts to net asset
value at which your Fund shares would trade. In our book, that is three strikes
against Mr. Bradshaw and his nominees. Please take the time to protect your
investment by voting your shares. Even if you only own a few shares, the time
you take to complete and return the WHITE proxy card is critical in this proxy
contest for the future of your investment.
You should know that Institutional Shareholder Services, Inc. (ISS), a leading
independent proxy advisory firm, has just recommended to its clients that they
support our position by voting the WHITE proxy card:
o FOR the reorganization proposal (Proposal 1 on the WHITE proxy
card), and
o FOR the re-election of Joseph Incandela and Robert Greeley
(Proposal 2 on the White proxy card).
ISS also recommended that stockholders discard Mr. Bradshaw's green proxy card.
We urge you to do the same. We have found Mr. Bradshaw's proxy materials to be
inconsistent and inaccurate:
o Mr. Bradshaw asserts that stockholders will bear a higher expense
ratio if the reorganization is approved. That is absolutely false!
The expense ratio of the M Class of the Deutsche Small Cap Fund
(the "Open-End Fund") into which your Fund would reorganize is
estimated to be 1.14%, which is substantially lower than the
Fund's current expense ratio of 1.34%.
o Mr. Bradshaw tries to scare you by alleging that the Open-End Fund
may redeem your shares with a basket of illiquid securities
instead of cash. Here is the truth! The Open-End Fund is required
by law to pay at least the first $250,000 of any redemption
request in cash. In addition, the Open-End Fund invests in
publicly traded U.S. equity securities which are generally not
considered illiquid.
o Mr. Bradshaw points to the 2% redemption fee as evidence that the
reorganization proposal is `negative' and `restrictive'. Don't let
him mislead you! The redemption fee is designed to protect those
shareholders who choose to remain in the Open-End Fund from
bearing the expenses of those who immediately choose to redeem.
Even if you choose to redeem, the redemption fee is lower than the
current discount, and no brokerage costs would be incurred. Plus,
the redemption fee disappears completely after one year.
Please vote the WHITE proxy card FOR the reorganization and FOR the re-election
of Messrs. Incandela and Greeley. Do not return any green proxy cards you may
receive from Mr. Bradshaw as that would mean that you are voting with him which,
we strongly believe, would not be in your best interest. If you have voted on
the green proxy card because you did not have enough information at the time,
you can reverse that vote by signing, dating and returning the WHITE proxy card.
You should know that your Board will consider all of its options to protect your
investment./1/ Your Board has the authority to expand its number by two and to
appoint individuals to fill those vacancies. Your Board is actively considering
making such appointments prior to the annual meeting.
Your vote is very important to protect your investment no matter how many shares
you own!
Sincerely,
Joseph J. Incandela
Chairman
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/1/ Given the importance of this proxy contest, we would like you to know that
you may be contacted regarding this proxy contest by members of Deutsche Asset
Management or its affiliates, including: Tom Bruns; Tom Eggers; Bill Glavin;
Mike Harrington; Daniel O. Hirsch; Gary Kocker; Amy Olmert; Fran Pollack-Matz;
Warren Posner and Chip Robison. None of these individuals hold any shares of the
Fund.
Instructions for Voting Your Proxy
The SMALLCap Fund, Inc. offers shareholders three convenient ways of voting
their proxies:
[_] By Telephone (using a touch-tone telephone)
[_] Through the Internet (using a browser) [_] By Mail (traditional method)
Your telephone, fax or Internet vote authorizes the named Proxies to vote your
shares in the same manner as if you had mailed your proxy card. We encourage you
to use these cost effective and convenient ways of voting, 24 hours a day, 7
days a week.
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TELEPHONE VOTING Available only until 5:00 p.m. Eastern Daylight Time June
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4, 2002.
... On a touch-tone telephone, call TOLL FREE 1-800-732-6167, 24 hours a day, 7
days a week
... You will be asked to enter ONLY the Control Number shown below
... Have your proxy card ready, then follow the prerecorded instructions
... Your vote will be confirmed and cast as you directed
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INTERNET VOTING Available only until 5:00 p.m. Eastern Daylight Time June
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4, 2002.
... Visit the Internet voting Website at http://proxy.georgeson.com
... Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
... You will incur only your usual Internet charges
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VOTING BY MAIL
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... Simply sign and date your proxy card and return it in the postage-paid
envelope
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CONTROL NUMBER COMPANY NUMBER
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TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WITH RESPECT TO THE
SMALLCAP FUND, INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE `FOR' PROPOSALS 1
AND 2.
Please mark boxes in blue or black ink.
(1) To approve the reorganization of The SMALLCap Fund, Inc. (the "Fund")
into the Deutsche Small Cap Fund, an open-end investment company (the
"Small Cap Fund"), pursuant to an Agreement and Plan of Reorganization
between the Fund and BT Investment Funds on behalf of Small Cap Fund
and as described in the Proxy Statement. Under this Agreement, the Fund
would transfer all of its assets to Small Cap Fund, an open-end
investment company, in exchange for M Class shares of Small Cap Fund.
These shares would be distributed proportionately to you and the other
stockholders of the Fund. Small Cap Fund would also assume the Fund's
stated liabilities, and the Fund would then be liquidated and
dissolved;
FOR [_] AGAINST [_] ABSTAIN [_]
(2) To elect as directors of the Fund: Joseph J. Incandela and Robert E.
Greeley, for a term of three years and until their successors are duly
elected and qualify;
FOR [_] WITHHOLD [_]
INSTRUCTION: To withhold authority for any individual nominee, strike a
line through the nominee's name above.
(3) To vote and otherwise represent the undersigned on any other matter
that may properly come before the meeting or any adjournment or
postponement thereof in the discretion of the Proxy holder.
PLEASE SIGN AND DATE BELOW AND MAIL THIS PROXY CARD PROMPLY USING THE ENCLOSED
ENVELOPE.
________________________________________________________
(Title or Authority)
__________________________________________
(Signature)
__________________________________________
(Signature)
Dated: _______________________, 2002
(Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title below.)
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
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PROXY
THE SMALLCAP FUND, INC.
One South Street, Baltimore, Maryland 21202
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
1:00 P.M., Eastern Time, on Wednesday, June 5, 2002
The undersigned holder of common stock of the SMALLCap Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Fran Pollack-Matz and Daniel O.
Hirsch, or either of them, with full power of substitution in each of them to
attend the Annual Meeting of the Stockholders of the Fund to be held at the Omni
Berkshire Place, 21 East 52/nd/ Street at Madison Avenue, New York, NY 10022, on
June 5, 2002, at 1:00 p.m., local time, and any adjournment or postponement
thereof, to cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at such meeting and otherwise to represent the undersigned at
the meeting with all powers possessed by the undersigned if personally present
at the meeting. The undersigned hereby acknowledges receipt of the Notice of the
Annual Meeting of Stockholders and of the accompanying Proxy Statement and
revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes entitled
to be cast by the undersigned will be cast "for" each of the nominees for
director and "for" the other proposal as described in the Proxy Statement and in
the discretion of the Proxy holder on any other matter that may properly come
before the meeting or any adjournment or postponement thereof.