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. )
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BT INVESTMENT FUNDS
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The SMALLCap Fund, Inc.
One South Street
Baltimore, Maryland 21202
Dear Fellow Stockholder: May 13, 2002
We are writing 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 to the Fund's Board of Directors.
By now you are aware that there is a proxy contest involving the future of your
Fund. We believe that it is critical for you to understand why we believe Ralph
Bradshaw is engaging in this proxy contest and why we believe his goals are not
in your best interests. The attached letter lays out in greater detail the
reasons which we have summarized for your convenience below:
Why is Ralph Bradshaw engaging in a proxy contest over the future of your Fund?
o We believe Mr. Bradshaw wants control of your Fund.
o By controlling the Board, Mr. Bradshaw and his nominees can appoint Mr.
Bradshaw's investment advisory firm, Cornerstone Advisors, Inc., to serve
as the investment adviser to your Fund.
o This is the same pattern Mr. Bradshaw, together with his nominees, has
followed to take control of four other closed-end funds and appoint
Cornerstone to serve as their adviser.
What can you expect if Ralph Bradshaw takes control of your Fund and appoints
Cornerstone as its adviser?
o Poorer performance: Based upon his track record, Mr. Bradshaw would change
the Fund from a small cap fund to a general equity fund and appoint
Cornerstone as its adviser. Since Cornerstone took over as adviser to the
four funds, the performance of those funds has trailed the performance of
your Fund by significant margins. Cornerstone has no experience managing a
small cap equity fund.
o Higher expenses ratios. The total expense ratios of each of the four
Cornerstone advised funds as of the end of the most recent calendar year
are significantly higher than your Fund's total expense ratio.
o Larger discount to net asset value at which fund shares trade: The average
discount of each of the four Cornerstone advised funds year-to-date has
been two and three times larger than your Fund's average discount over the
same periods.
o See the performance bar chart on page 3 of the attached letter for more
performance information.
What can you do to stop Mr. Bradshaw and protect your interests?
o Vote the WHITE proxy card FOR the reorganization and FOR the re-election
of Messrs. Incandela and Greeley. Please do not return any green proxy
cards you may receive from Mr. Bradshaw. Only your latest dated proxy card
will be counted, and any green proxy cards sent in for any reason could
invalidate your previous vote.
Letter to Stockholders
We are writing to urge you to vote the white proxy card FOR the reorganization
proposal and FOR the re-election of Joseph Incandela and Robert Greeley to the
Board of Directors.
By now you may have received proxy materials and an additional soliciting letter
from Ralph Bradshaw. You may find, as we did, Mr. Bradshaw's proxy materials to
be confusing, inaccurate and internally inconsistent. We strongly believe that
the reason for this is that Mr. Bradshaw is trying very hard to obscure what his
real intentions behind his proxy solicitation are -- namely, to take control of
the Board of Directors of your Fund so that he can, with the aid of his slate of
Directors, appoint his own advisory firm, Cornerstone Advisors, Inc.
("Cornerstone") as the investment adviser to your Fund. While this may be in Mr.
Bradshaw's best financial interest, we do not believe it is in your best
interest. The Cornerstone advised funds have poorer performance and higher
expense ratios.
We believe Mr. Bradshaw intends to take control of your Fund. This is exactly
the same plan that Mr. Bradshaw used within the past two years to obtain control
of the boards of directors of four other closed-end funds and to appoint his
firm, Cornerstone, to serve as the investment adviser to all four of the funds.
|X| In each case, Mr. Bradshaw's plan was supported by his brother-in-law,
Ronald G. Olin. Mr. Olin, through his own advisory firms, had acquired
major positions in each of the four funds. Mr. Olin supported the election
of Mr. Bradshaw and then Mr. Bradshaw's nominees to the boards of directors
of all four funds.
|X| In each case, the same nominees, Glen Wilcox and Andrew Strauss, serve with
Mr. Bradshaw on the boards of the four closed-end funds. Once they obtained
control of the boards, Mr. Bradshaw and his nominees appointed his firm,
Cornerstone, to serve as the investment adviser to the funds.
|X| In each case, Mr. Bradshaw claims that he and Mr. Olin are not working
together. Mr. Bradshaw was, until recently, a senior officer and consultant
for one of Mr. Olin's two advisory firms. Both Mr. Bradshaw and Mr. Olin
work out of the same office building in Asheville, North Carolina and Mr.
Olin's advisory firms remain the largest stockholders in the four funds for
which Cornerstone serves as investment adviser. Mr. Olin's firms (through
their significant investments in the funds managed by Cornerstone) are Mr.
Bradshaw's largest indirect clients and they would appear to have an
interest in Mr. Bradshaw's ability to take over additional funds.
Mr. Bradshaw's contradictory statements in his proxy materials hide his true
intentions for your Fund. Mr. Bradshaw voted against the reorganization proposal
at the Board meeting and stated in his proxy materials that he and his nominees
"continue[s] to be [a] strong supporters of the closed-end fund structure" yet
he states that he is now supporting the reorganization proposal. If he is
supporting the reorganization proposal, why is he spending the time and money to
solicit proxies to contest the re-election of Joseph Incandela and Robert
Greeley, two longstanding directors of the Fund? Unlike Messrs. Incandela and
Greeley, Mr. Bradshaw's nominees have no experience with this Fund, and would
only serve for a short time
before the reorganization occurs. The only answer to this question which makes
sense to us is that Mr. Bradshaw believes that Mr. Olin is unlikely to vote for
the reorganization and that his nominees would support the appointment of
Cornerstone as they have in the case of the four funds advised by Cornerstone.
With Mr. Olin controlling approximately 31% of the Fund's outstanding shares,
Mr. Bradshaw knows that it will be difficult for the reorganization proposal to
pass, or even for the annual meeting to be held, without Mr. Olin present and
voting his 31% for the reorganization proposal. That is why, we believe, Mr.
Bradshaw is willing to bear the expense of soliciting proxies in support of his
own nominees to the Board and why he states in as benign a way as possible in
his proxy statement that his firm, Cornerstone, would "consider competing for
the investment advisory contract" with the Fund.
We believe Mr. Bradshaw mischaracterizes the reorganization proposal in an
effort to confuse you. Mr. Bradshaw states repeatedly that the Deustche Small
Cap Fund into which the Fund would reorganize (the "Open-end Fund") has a higher
expense ratio than the Fund. This is just not true! If the reorganization
proposal were approved, stockholders of the Fund would become shareholders of
the M Class of shares of the Open-End Fund with a lower not higher expense
ratio. The expense ratio for the M Class is estimated to be 1.14%, which is
0.20% lower than the Fund's expense ratio of 1.34%. There are no waivers or
expense caps which Deutsche Asset Management, Inc. (the "Adviser") would need to
impose to keep the ratio at 1.14%. Not only is Mr. Bradshaw wrong about the
expense ratio - if the Fund were advised by Cornerstone, you could expect that
the Fund's expense ratio would rise significantly based upon the expense ratios
of the four other closed-end funds advised by Cornerstone.
Mr. Bradshaw also focuses on the 2% redemption fee as a harmful aspect of the
reorganization. What Mr. Bradshaw doesn't mention are two important facts.
First, the redemption fee disappears at the end of one year. At that time, you
would be able to redeem your shares at net asset value. If you are not intending
to sell your shares right away, this would not be an issue for you. The reason
why the Open-End Fund board decided to impose a temporary redemption fee was to
protect those shareholders of the Open-End Fund who want to remain shareholders
from bearing most of the costs associated with large scale redemptions by
stockholders of the Fund. The possibility of a large scale redemption must be
considered when one person (Mr. Olin) controls 31% of the Fund. Second, if you
must sell within the year, the 2% redemption fee is significantly smaller than
the Fund's current discount from net asset value at which the Fund shares are
trading and there are no brokerage commissions on your sale - a significant
savings.
What should you expect if Mr. Bradshaw's nominees are elected to the Board? If
Mr. Bradshaw's past behavior holds true here, you should expect that Mr.
Bradshaw and his nominees will, if he takes control of the Board, change the
Fund from a small cap fund to a general equity fund, terminate the Fund's long
time Adviser and appoint Cornerstone as the investment adviser. While this may
be a positive outcome for Mr. Bradshaw, we believe that it would be an unwelcome
outcome for the Fund's other stockholders. In the following table, we have
presented the performance results, expense ratios and the discount to net asset
value information for each of the four closed-end funds managed by Cornerstone
since Cornerstone took over as adviser. As you can see, the performance of the
Cornerstone advised funds has been poor while their expense ratios and discounts
have been high. While the Cornerstone advised funds, as general equity funds,
have a different focus than your Fund, we believe their performance is relevant
because we expect Mr. Bradshaw will convert your Fund to a general equity fund
after he takes control of the Board.
Performance Bar Chart
Performance of Cornerstone advised funds and your Fund
for the same time periods.
Cornerstone Cornerstone
Strategic Strategic Progressive
Return Fund Value Fund Return Fund EIS Fund
(from 3/31/01) (from 3/31/01) (from 4/30/01) (from 12/31/01)
- -7.62% 1.34% -8.49% 1.34% -13.93% -7.79% -5.14% -0.58%
... Cumulative for Cornerstone Funds (From end of the month in which Cornerstone
began managing the fund as shown in parentheses through 4/30/02)
... Cumulative for The SMALLCap Fund, Inc. (From dates shown in parentheses
through 4/30/02)
Comparison of expense ratios and discounts of the Cornerstone advised funds to
your Fund.
- ---------------------------------------------------------------------------------------------------------------------
Name Date Cornerstone Expense ratio as of Average discount from net asset
began managing the 12/31/01 value at which Funds traded
Fund ---------------------------- (year-to-date)
Net Gross
- ---------------------------------------------------------------------------------------------------------------------
Cornerstone Strategic 3/31/01 1.77% 2.11% -15.03%
Return Fund
- ---------------------------------------------------------------------------------------------------------------------
Cornerstone Strategic 3/31/01 1.67% 1.97% -13.50%
Value Fund
- ---------------------------------------------------------------------------------------------------------------------
Progressive Return Fund 4/19/01 1.63% 1.73% -9.75%
- ---------------------------------------------------------------------------------------------------------------------
EIS Fund 12/27/01 3.01% 3.01% -10.46%
- ---------------------------------------------------------------------------------------------------------------------
As compared to The SMALLCap Fund managed by Deutsche Asset Management, Inc.
- ---------------------------------------------------------------------------------------------------------------------
The SMALLCap Fund n/a 1.34% 1.34% -4.93%
- ---------------------------------------------------------------------------------------------------------------------
The Board and the Adviser remain committed to this Fund. Mr. Bradshaw's
suggestion in his proxy materials that the Board has abandoned the closed-end
fund concept or that the Adviser has abandoned the Fund is blatantly untrue. The
Board (with the exception of Mr. Bradshaw), in weighing the various
alternatives, determined that Fund stockholders have the unique opportunity to
combine forces on a tax-free basis with the Open-End Fund which has
substantially similar investment objective, policies and strategies and is
managed by the same
portfolio management team and which has the same access to the resources of a
major investment management firm, all at a lower overall expense ratio. In
addition, the reorganization, if approved, would eliminate any discount from net
asset value at which Fund shares trade providing significantly greater liquidity
for Fund stockholders
Unless you have already done so, please sign, date and return the enclosed WHITE
proxy card in the enclosed postage-paid return envelope. Please do not return
any green proxy cards you may receive from Mr. Bradshaw. Only your latest dated
proxy card will be counted, and any green proxy cards sent in for any reason
could invalidate your previous vote. For the reasons described above, we urge
you, when voting your shares, to vote FOR the proposed reorganization and FOR
the re-election of Messrs. Incandela and Greeley. Your vote is important,
regardless of the number of shares you own. If you have any questions or need
assistance with voting your shares, please call our proxy solicitor, Georgeson
Shareholder Communications, at 1-866-219-9663.
Sincerely,
/s/ Joseph J. Incandela
-----------------------
Joseph J. Incandela
Chairman
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 4, 2002.
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o On a touch-tone telephone, call TOLL FREE 1-800-732-6167, 24 hours a day,
7 days a week
o You will be asked to enter ONLY the Control Number shown below
o Have your proxy card ready, then follow the prerecorded instructions
o 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 4, 2002.
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o Visit the Internet voting Website at http://proxy.georgeson.com
o Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
o You will incur only your usual Internet charges
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VOTING BY MAIL
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o Simply sign and date your proxy card and return it in the postage-paid
envelope
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COMPANY NUMBER CONTROL NUMBER
-------------------- --------------------
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
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 (2) To elect as directors of the Fund: Joseph J.
the Deutsche Small Cap Fund, an open-end investment company (the "Small Cap Incandela and Robert E. Greeley, for a term
Fund"), pursuant to an Agreement and Plan of Reorganization between the Fund of three years and until their successors are
and BT Investment Funds on behalf of Small Cap Fund and as described in the duly elected and qualify;
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 FOR [ ] WITHHOLD [ ]
Class shares of Small Cap Fund. These shares would be distributed
proportionately to you and the other stockholders of the Fund. Small Cap INSTRUCTION: To withhold authority for any
Fund would also assume the Fund's stated liabilities, and the Fund would individual nominee, strike a line through the
then be liquidated and dissolved; nominee's name above.
FOR [ ] AGAINST [ ] ABSTAIN [ ] (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 52nd 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.