UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
|X| Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
| | Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to ss. 240.14a-12
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the 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)(l) and 0-11.
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| | 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
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MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
Standish Mellon High Yield Bond Fund
Standish Mellon Yield Plus Fund
One Boston Place
Boston, Massachusetts 02108
1-800-221-4795
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NOTICE OF A SPECIAL JOINT MEETING OF SHAREHOLDERS
To be held on September 28, 2007
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A Special Joint Meeting of Shareholders (the "Meeting") of the Standish Mellon
High Yield Bond Fund and the Standish Mellon Yield Plus Fund (each, a "Fund" and
together, the "Funds") will be held on September 28, 2007 at 10:00 a.m. (Eastern
time) at the offices of Standish Mellon Asset Management Company LLC, One Boston
Place, 34th Floor, Boston, Massachusetts 02108, to consider and act upon the
following proposal, and to transact such other business as may properly come
before the Meeting:
1. A proposal to approve the liquidation and dissolution of each Fund pursuant
to a Plan of Liquidation and Dissolution.
2. To consider any other business that may properly come before the Meeting.
THE BOARD OF TRUSTEES OF MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST UNANIMOUSLY
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL TO LIQUIDATE AND DISSOLVE YOUR
FUND.
Each Fund's shareholders of record at the close of business on September 28,
2007 will be entitled to vote at the Meeting and at any adjournment(s). This
Proxy Statement and Proxy Card are being mailed to shareholders on or about
August 10, 2007.
By Order of the Board of Trustees,
Patrick J. Sheppard, President and Chief Executive Officer
Boston, Massachusetts
August 8, 2007
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
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PROXY STATEMENT
This Proxy Statement contains the information you should know before voting on
the proposals summarized below.
INTRODUCTION
This Proxy Statement is being used by the Board of Trustees (the "Board" or
"Trustees") of Mellon Institutional Funds Investment Trust (the "Trust") to
solicit proxies to be voted at a Special Joint Meeting of Shareholders (the
"Meeting") of the Standish Mellon High Yield Bond Fund and the Standish Mellon
Yield Plus Fund (each, a "Fund" and together, the "Funds"). The Meeting is
expected to be held at the offices of Standish Mellon Asset Management Company
LLC, One Boston Place, 34th Floor, Boston, Massachusetts 02108 on September 28,
2007 at 10:00 a.m. (Eastern time), for the purposes set forth in the
accompanying Notice of Special Joint Meeting of Shareholders.
This Proxy Statement and the enclosed Proxy Card are being mailed to
shareholders on or about August 10, 2007. Each Fund will furnish, without
charge, a copy of its most recent annual report and more recent semi-annual
report, if any, to a shareholder upon request. Shareholders may request a copy
of these reports by writing to Mellon Institutional Funds, P.O. Box 8585,
Boston, Massachusetts 02266, by calling 1-800-221-4795 or by visiting our web
site at www.melloninstitutionalfunds.com. The annual report for each Fund for
its most recently completed fiscal year was previously mailed to shareholders.
The Trustees of the Trust know of no business other than that mentioned in the
Notice that will be presented for consideration at the Meeting. Should other
business properly be brought before the Meeting, proxies will be voted in
accordance with the best judgment of the persons named as proxies.
Who is eligible to vote.
Each Fund's shareholders of record as of the close of business on August 1, 2007
(the "Record Date") are entitled to vote on all of that Fund's business at the
Meeting and any adjournments thereof. Each share is entitled to one vote. A
fractional share is entitled to the corresponding fraction of one vote. Shares
represented by properly executed proxies will be voted according to the
shareholder's instructions unless revoked before or at the Meeting. If you sign
a proxy, but do not fill in a vote, your shares will be voted FOR the proposal
to liquidate and dissolve your Fund. If any other business comes before the
Meeting, your shares will be voted at the discretion of the persons named as
proxies.
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PROPOSAL 1
APPROVAL OF PLAN OF LIQUIDATION AND DISSOLUTION
At a meeting held on June 22, 2007, the Board, upon the recommendation of the
investment adviser to each Fund, Standish Mellon Asset Management Company LLC
("Standish Mellon"), determined that it would be in the best interests of each
Fund and its shareholders if the Fund were liquidated and dissolved in
accordance with the Funds' organizational documents and Massachusetts law.
Accordingly, the Board approved the termination of the Funds pursuant to a Plan
of Liquidation and Dissolution (the "Plan"). A copy of the Plan is attached to
this Proxy Statement as Exhibit A. The Plan provides for the liquidation of each
Fund's assets and the distribution to each Fund's shareholders of all of the
proceeds of the liquidation. If the shareholders of your Fund approve the
proposal, the net proceeds (after deduction for amounts estimated to be
necessary to satisfy the debts and liabilities of your Fund) will be paid to
shareholders of your Fund pro rata, in cash, as promptly as possible after the
liquidation date.
Approval of the liquidation and dissolution by each Fund's shareholders is
required before that Fund can be terminated. For the reasons set forth below,
the Board has unanimously recommended that each Fund's shareholders vote to
approve this Proposal 1 calling for the liquidation and dissolution of their
Fund.
Summary of Reasons for Termination.
The Trustees believe, based upon the information provided by Standish Mellon,
that the termination of the Funds will be in the best interests of each Fund and
its shareholders for the following reasons:
o The assets of the Funds have declined significantly over the past several
years, leaving each Fund too small to remain economically viable;
o As a result of the decline in assets, each Fund's expense ratio is at a level
that would no longer be competitive were it not for the continued voluntary
fee waiver and expense reimbursement by Standish Mellon;
o It is unlikely that either Fund will experience sufficient sales of Fund
shares in the foreseeable future to reverse the decline in assets; and
o Possible alternatives to liquidation, including the merger of either Fund
into another mutual fund, are not practical under the current circumstances
and may not be advantageous to the Funds or their shareholders.
Reasons for Termination.
The Standish Mellon High Yield Bond Fund commenced operations on June 2, 1997
and the Standish Mellon Yield Plus Fund commenced operations on January 3, 1989.
Each was organized as a separate series of Mellon Institutional Funds Investment
Trust (the "Trust"). Since inception, the Funds have failed to sustain
sufficient assets to permit efficient and effective operations. At its peak in
2004, the Standish Mellon High Yield Bond Fund's assets were only
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approximately $58.4 million. Its net assets were approximately $44.1 million at
December 31, 2002 and have since decreased to approximately $16.3 million as of
June 30, 2007, representing a decline of approximately 72% from its peak and 63%
from five years ago. At its peak in 1999, the Standish Mellon Yield Plus Fund's
assets were approximately $308.4 million. Its net assets were approximately
$146.6 million at December 31, 2002 and have since decreased to approximately
$25.4 million as of June 30, 2007, representing a decline of approximately 92%
from its peak and 83% from five years ago. In the case of either Fund, this is
an asset level well below what is considered to constitute the minimum asset
size or "critical mass" for a mutual fund and well below the size of most
similar competing mutual funds. These declines have been the result of
redemptions of Fund shares and the lack of any significant offsetting cash flow
from sales of Fund shares.
Standish Mellon has been voluntarily capping each Fund's total expenses by
waiving a portion of the advisory fee and/or reimbursing some of each Fund's
expenses since inception for Standish Mellon High Yield Bond Fund, and since the
fiscal year ending December 31, 2000 for Standish Mellon Yield Plus Fund. The
decrease in each Fund's assets has resulted in a significant rise in each Fund's
annual total expense ratio (without giving effect to the expense cap), from
1.01% of net assets for the fiscal year ended December 31, 2002 to 1.58% of net
assets for the fiscal year ending December 31, 2006 in the case of Standish
Mellon High Yield Bond Fund and from 0.46% of net assets for the fiscal year
ended December 31, 2002 to 0.75% of net assets for the fiscal year ending
December 31, 2006 in the case of Standish Mellon Yield Plus Fund. This has, in
turn, required Standish Mellon to increase its subsidization of each Fund.
Standish Mellon has advised the Board that it believes the Funds' declining
asset levels and resulting rise in gross expense ratio has created diseconomies
of scale and that the Funds are now too small to remain economically viable.
Standish Mellon does not believe that either Fund's expense ratio will continue
to be competitive with similar funds currently offered in the market to
investors unless Standish Mellon continues voluntarily to cap the Funds'
expenses for the foreseeable future. Standish Mellon has indicated to the Board
that it does not intend to continue the voluntary expense waiver indefinitely if
the liquidation proposal is not approved.
The Board also considered the historical performance records of the Funds, and
the negative impact that their continuing small asset size and higher expense
ratio would likely have on the Funds' performance going forward. Standish Mellon
has advised the Board that each Fund's small size has made it difficult to
execute that Fund's investment process effectively. Specifically, the Funds are
unable to easily take meaningful investment positions in fixed income securities
while also diversifying their assets, in each case, to the extent considered
necessary to invest effectively and in compliance with that Fund's
diversification policies and related regulatory requirements. Due to the Funds'
small size, Standish Mellon also has experienced difficulty in negotiating
favorable terms with brokers and dealers on certain Fund portfolio transactions
that cannot be aggregated with transactions for other clients.
The Board also considered the federal income tax impact on shareholders of the
liquidation and dissolution of the Funds. See the discussion of "Material
Federal Income Tax Consequences," below.
In addition, Standish Mellon has advised the Board that it does not anticipate
that either Fund will experience sufficient asset growth in the future to
reverse its decline in net assets. Standish
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Mellon believes that the Funds are not well positioned to attract new assets
given the availability of other similar funds which have significantly lower
expense ratios due to larger asset sizes and superior performance records.
Prior to recommending either Fund's liquidation to the Board, the officers of
each Fund sought to determine whether a merger or transfer of assets would be
possible, and if so, whether it would produce desirable results for
shareholders. Management reviewed current market conditions, any similarities
between each Fund and other funds managed by Standish Mellon and its affiliates,
the relatively small size of each Fund, the time, effort and expense required to
effect a transaction, and the tax and related implications for shareholders of
such a transaction. The officers of each Fund determined that there were no
suitable affiliated funds with which either Fund could be combined without
significant changes in its portfolio, including liquidation of significant
portions of its portfolio. They also determined that it was unlikely that an
unaffiliated fund complex would be interested in arranging for the merger or
consolidation of a fund with just $16.3 million or $25.4 million in assets (the
approximate net asset values on June 30, 2007 of Standish Mellon High Yield Bond
Fund and Standish Mellon Yield Plus Fund, respectively) and that the expense of
a merger or transfer of the assets to another mutual fund, affiliated or
otherwise, would likely be greater than any benefits shareholders of the Funds
could expect to realize from such a transaction. Each Fund's officers also
considered the costs involved in the liquidation and dissolution of the Fund
relative to these costs.
Based on their consideration, analysis and evaluation of the above factors and
Standish Mellon's recommendation, the Trustees of each Fund (including the
Trustees who are not "interested persons" (the "Independent Trustees") as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"))
concluded that an increase in Fund expenses attributable to the decrease in
asset size and the likely discontinuance of the voluntary fee waiver in the
future, especially when added to the expenses of the Fund presently paid
directly by the Fund, would significantly reduce each Fund's returns. Moreover,
the Trustees concluded that the presence of numerous much larger competing funds
with similar objectives that have been able to operate on a more efficient basis
and provide higher returns to shareholders, and in many cases, that have better
long-term performance records, make it unlikely that either Fund could achieve a
significant increase in asset size and achieve appropriate economies of scale in
the future.
The Board, therefore, concluded that it would be in the best interest of each
Fund and its shareholders to liquidate the Funds promptly, in accordance with
the Plan.
Plan of Liquidation and Dissolution (the "Plan").
The Board of Trustees has approved the Plan as summarized in this section and as
set forth as Exhibit A to this Proxy Statement.
1. EFFECTIVE DATE OF THE PLAN AND LIQUIDATION OF THE FUND'S ASSETS. The Plan
will become effective for one or both Funds on the date of its adoption and
approval by the holders of a majority of the outstanding shares of that Fund (as
defined below).
Following such approval, that Fund (i) will cease to invest its assets in
accordance with its investment objective and will sell the portfolio securities
it owns in order to convert its assets to
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cash or cash equivalent; (ii) will not engage in any business activities except
for the purposes of winding up its business and affairs, preserving the value of
its assets and distributing its assets to its shareholders after the payment to
(or reservation of assets for payment to) all its creditors; and (iii) will, on
a date specified by that Trust's officers, terminate in accordance with the laws
of the Commonwealth of Massachusetts and the Fund's Declaration of Trust. (Plan,
Sections 1 and 2)
2. LIQUIDATING DISTRIBUTION. On September 28, 2007, or as soon as practical
thereafter, that Fund will mail on behalf of the Trust the following to each
shareholder of record on the effective date of the Plan: (i) a liquidation
distribution in cash equal to the shareholder's proportionate interest in the
net assets of its Fund (after giving effect to amounts considered necessary to
satisfy that Fund's liabilities); and (ii) information concerning the sources of
the liquidating distribution. (Plan, Section 4)
3. CESSATION OF RIGHTS OF SHAREHOLDERS. Shares of the Fund automatically
liquidated will no longer be deemed outstanding as of such time and all rights
with respect to those shares will cease at such time. (Plan, Section 7)
4. EXPENSES. Standish Mellon will bear all expenses incurred by a Fund in
carrying out the Plan, including but not limited to, all printing, legal,
accounting, custodian and transfer agency fees, and the expenses of any reports
to or meeting of shareholders. The total liabilities of each Fund prior to its
liquidating distribution include the dissolution expenses referred to above and
amounts accrued, or anticipated to be accrued, for custodial and transfer agency
services, legal, audit and Trustees fees as well as costs incurred in the
preparation and mailing of proxy materials and related printing costs. Any
expenses and liabilities attributed to the Fund or Funds subsequent to the
mailing of the liquidating distribution and for which a reserve has not been
established will also be borne by Standish Mellon. (Plan, Sections 5 and 6)
5. IMPLEMENTATION OF PLAN. After the date of mailing of the liquidating
distribution, the dissolution of that Fund will be effected. The Plan provides
that the Trustees shall have the authority to authorize such variations from or
amendments of the provisions of the Plan as may be necessary or appropriate to
marshal the assets of that Fund and to effect the dissolution, complete the
liquidation and terminate the existence of that Fund and otherwise accomplish
the purposes set forth under the Plan. (Plan, Sections 9 and 10)
Material Federal Income Tax Consequences.
The following discussion summarizes the material U.S. federal income tax
consequences of the liquidating distributions to shareholders. This discussion
is based upon the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), the regulations promulgated under the Code, and judicial and
administrative rulings in effect as of the date of this Proxy Statement - all of
which are subject to change or varying interpretation, possibly with retroactive
effect. Any such changes could affect the accuracy of the statements and
conclusions set forth herein.
Each shareholder who receives a liquidating distribution will generally
recognize gain (or loss) for federal income tax purposes equal to the amount by
which the cash distributed exceeds (or is less than) the shareholder's tax basis
in his or her Fund shares. Gain or loss will be determined separately for each
block of Fund shares (i.e., shares acquired at the same cost in a single
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transaction). Such gain or loss generally will be treated as long-term capital
gain or loss if the shares were held for more than one year and otherwise
generally will be treated as short-term capital gain or loss.
Notwithstanding the foregoing, any loss realized by a shareholder in respect of
Fund shares with a tax holding period of six months or less will be treated as
long-term capital loss to the extent of any capital gain dividends with respect
to such shares. The federal income tax treatment that a shareholder of either
Fund would receive if such shareholder's entire interest in that Fund were
redeemed prior to the liquidation generally would be identical to the federal
income tax treatment described above to a shareholder in liquidation of the
shareholder's interest in the Fund.
Notwithstanding the foregoing, if either Fund were to be a personal holding
company because five or fewer individuals own more than 50% of that Fund's
shares at any time in the last half of its taxable year ended on the date of
liquidation, it is possible that a portion of the cash distributed to a
shareholder in liquidation would be treated as ordinary dividend income if the
Fund recognized any ordinary income or short-term capital gain in such taxable
year. In such case, that Fund would designate on the appropriate Form 1099
furnished to its shareholder for the Fund's final taxable year, the portion of
the liquidating distribution that constitutes ordinary dividend income. The Fund
would also designate the portion of the liquidating distribution that
constitutes long-term capital gain recognized by the Fund for its final taxable
year. Such designated amounts would reduce the amount of cash to be taken into
account by the shareholder in computing the amount of gain or loss recognized
with respect to such shareholder's Fund shares by reason of the liquidating
distribution.
Each Fund anticipates that it will retain its qualification as a regulated
investment company under the Internal Revenue Code, as amended, during the
liquidation period and, therefore, will not be taxed on any of its net income
from the sale of its assets.
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The foregoing discussion does not address all aspects of U.S. federal income
taxation that may be relevant to a shareholder in light of the shareholder's
particular circumstances, nor does it discuss the special considerations
applicable to those holders of shares subject to special rules, such as
shareholders whose functional currency is not the United States dollar,
shareholders subject to the alternative minimum tax, shareholders who are
financial institutions or broker-dealers, mutual funds, partnerships or other
pass-through entities for U.S. federal income tax purposes, tax-exempt
organizations, insurance companies, dealers in securities or foreign currencies,
traders in securities who elect mark to market method of accounting, controlled
foreign corporations, passive foreign investment companies, expatriates, or
shareholders who hold their shares as part of a straddle, constructive sale or
conversion transaction. This discussion assumes that shareholders hold their
shares as capital assets within the meaning of Section 1221 of the Code
(generally property held for investment). The Funds will not seek an opinion of
counsel or a ruling from the Internal Revenue Service with respect to the U.S.
federal income tax consequences discussed herein and accordingly there can be no
assurance that the Internal Revenue Service will agree with the positions
described in this Proxy Statement. This discussion also does not address the
application and effect of any foreign state or local tax laws.
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Shareholders should consult their own tax advisors to determine the particular
tax consequences to them (including the application and effect of any state,
local or foreign income and other tax laws) of the receipt of cash in exchange
for shares, in light of their individual circumstances.
Required Vote.
As provided under the 1940 Act, approval of the Proposal with respect to either
Fund will require the vote of a majority of the outstanding voting securities of
that Fund. In accordance with the 1940 Act and as used in this Proposal 1, a
"majority of the outstanding voting securities" of a Fund means the lesser of
(a) 67% or more of the shares of the Fund present at a shareholder meeting if
the owners of more than 50% of the shares of the Fund then outstanding are
present in person or by proxy, or (b) more than 50% of the outstanding shares of
the Fund entitled to vote at the Meeting.
Other Considerations.
If the shareholders of either Fund do not approve the Plan, that Fund will
continue to exist as a registered investment company in accordance with its
stated objective and policies. In such a case, its Board would consider what, if
any, steps to take concerning the Fund and its shareholders.
Shareholders are free to redeem their shares prior to the date on which
shareholders approve the liquidation and dissolution of their Fund.
FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF THE TRUST
UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE IN
FAVOR OF PROPOSAL 1.
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INFORMATION CONCERNING THE MEETING
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Outstanding Shares and Quorum
As of August 1, 2007 (the "Record Date"), there were [_________]and [_________]
common shares of beneficial interest outstanding for Standish Mellon High Yield
Bond Fund and for Standish Mellon Yield Plus Fund, respectively. Only
shareholders of record as of the Record Date are entitled to notice of and to
vote at the Meeting with respect to their Fund. A majority of the outstanding
shares of the Fund that are entitled to vote will be considered a quorum for the
transaction of business by that Fund. A majority of shares would be [_______] in
the case of Standish Mellon High Yield Bond Fund and [_______] in the case of
Standish Mellon Yield Plus Fund.
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Ownership of Shares of the Fund
As of June 30, 2007 none of the Trustees of the Trust owned beneficially, as a
group, more than 1% of the outstanding shares of either Fund.
As of June 30, 2007, the following persons or entities owned beneficially more
than 5% of the outstanding shares of the Standish Mellon High Yield Bond Fund
and the Standish Mellon Yield Plus Fund:
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Percent of Class:
total percentage
(portion held
Number of beneficially/portion
Name of Shareholder Address Shares held of record)
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Standish Mellon High Yield Bond Fund - common shares
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Mac & Co A/C GTRF P.O. Box 3198 286,052.530 28%*
525 William Penn Place
Pittsburgh, PA 15230-3198
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National Financial Service Corp. P.O. Box 3908 251,962.281 24.6%
Church Street Station
New York, NY 10008-3908
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Associated Electric & Gas c/o AEGIS Insurance Services, Inc. 204,660.599 20%
Insurance Services Limited 1 Meadowlands Plaza
Rutherford, NJ 07073-2150
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United Food and Commercial 2100 North Mayfair Road 78,815.157 7.7%
Workers Unions & Employers Pension Suite 100
Milwaukee, WI 53226-2239
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Standish Mellon Yield Plus Fund - common shares
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National Financial Service Corp. P.O. Box 3908 378,920.542 28.5%*
Church Street Station
New York, NY 10008-3908
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FM Global Foundation P.O. Box 9198 238,117.303 17.9%
225 Wyman Street
Waltham, MA 02451-1209
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FM Global Foundation of MA, Inc. P.O. Box 9198 133,670,626 10%
225 Wyman Street
Waltham, MA 02451-1209
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* Indicates a shareholder that beneficially owns more than 25% of the then
outstanding shares of the indicated fund. Such shareholders are presumed to
control the relevant fund and may be able to determine whether a proposal
submitted to the shareholders of such fund will be approved or disapproved.
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Information about the Funds' Service Providers
Standish Mellon serves as each Fund's investment adviser. MBSC Securities
Corporation serves as each Fund's principal underwriter. Each of Standish Mellon
and MBSC Securities Corporation are located at One Boston Place, Boston, MA
02108.
Representatives of PricewaterhouseCoopers LLP, independent registered public
accounting firm for the Fund, are not expected to be present at the Meeting.
Shareholder Proposals
Neither Fund is required to hold annual meetings of shareholders, and neither
Fund currently intends to hold an annual meeting of shareholders in 2007,
regardless of whether it is liquidated. Shareholder proposals to be presented at
any next meeting of shareholders of a Fund, whenever held, must be received at
the Funds' principal executive offices, One Boston Place, Boston, Massachusetts
02108, a reasonable time prior to any such Trustees' solicitation of proxies for
any such meeting. The submission by a shareholder of a proposal for inclusion in
a proxy statement does not guarantee that it will be included. Shareholder
proposals are subject to certain regulations under the federal securities laws.
Proxies, Quorum and Voting at the Meeting
Shareholders may use the enclosed Proxy Card if they are unable to attend the
Meeting in person or wish to have their shares voted by a proxy even if they do
attend the meeting. Any shareholder that has given his or her Proxy has the
power to revoke that Proxy at any time prior to its exercise by executing a
superseding Proxy or by submitting a notice of revocation to the secretary of
the Trust. In addition, although mere attendance at the Meeting will not revoke
a Proxy, a shareholder present at the Meeting may withdraw his or her Proxy and
vote in person. All properly executed and unrevoked Proxies received in time for
the Meeting will be voted in accordance with the instructions contained in the
Proxies. If no instruction is given, the persons named as proxies will vote the
shares represented thereby in favor of Proposal 1 as described above and will
use their best judgment in connection with the transaction to vote on such other
business as may properly come before the Meeting or any adjournment thereof.
With respect to either Fund, a majority of the shares entitled to vote, present
in person or represented by Proxy, constitutes a quorum for the transaction of
business with respect to the Proposal. In the event that, at the time any
session of the Meeting for a Fund is called to order, a quorum is not present in
person or by Proxy, the persons named as proxies may vote those Proxies which
have been received to adjourn the Meeting to a later date. In the event that a
quorum is present but sufficient votes in favor of any proposal have not been
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of Proxies with respect to such
proposal. Any such adjournment will require the affirmative vote of more than
one half of the shares of that Fund present in person or by Proxy and voting on
that particular proposal at the session of the Meeting to be adjourned. The
persons named as proxies will vote those Proxies which they are entitled to vote
in favor of any such proposal in favor of such an adjournment and will vote
those Proxies required to be voted against any such proposal against any such
adjournment. A shareholder vote may be taken on
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one or more of the proposals in this Proxy Statement prior to such adjournment
if sufficient votes for its approval have been received and it is otherwise
appropriate. Such vote will be considered final regardless of whether the
Meeting is adjourned to permit additional solicitation with respect to any other
proposal.
Shares of each Fund represented in person or by Proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the Meeting. Accordingly, an
abstention from voting has the same effect as a vote against a Proposal for
either Fund. However, if a broker or nominee holding shares in "street name"
indicates on the Proxy Card that it does not have discretionary authority to
vote on a proposal, those shares will not be considered present and entitled to
vote on that proposal. Thus, a "broker non-vote" has no effect on the voting in
determining whether a proposal has been adopted by 67% or more of the Fund's
shares present at the Meeting, if more than 50% of the outstanding shares
(excluding the "broker non-votes") of that Fund are present or represented.
However, for purposes of determining whether a proposal has been adopted by more
than 50% of the outstanding shares of a Fund, a "broker non-vote" has the same
effect as a vote against that proposal because shares represented by a "broker
non-vote" are considered to be outstanding shares.
Householding
If you have previously given your Fund consent to do so, the Fund may send a
single proxy statement (with a proxy card for each account subject to the
consent) to your residence for you and any other member of your household who
has an account with that Fund. If you wish to revoke your consent to this
practice, you may do so by notifying your Fund, by phone or in writing by using
the telephone number and address on page 1 of this Proxy Statement. If you
notify your Fund that you wish to revoke such consent, the Fund will begin
mailing separately future proxy statements, prospectuses and shareholder
reports, if any, to you within 30 days after receiving your notice.
Other Business
While the Meeting has been called to transact any business that may properly
come before it, the only matters that the Trustees intend to present for the
Funds are those matters stated in the attached Notice of a Special Joint Meeting
of Shareholders. However, if any additional matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, it is the
intention of the persons named in the enclosed Proxy to vote the Proxy in
accordance with their judgment on such matters unless instructed to the
contrary.
Method of Solicitation and Expenses
The cost of preparing, assembling and mailing this Proxy Statement and the
attached Notice of a Special Joint Meeting of Shareholders and the accompanying
Proxy Card, as well as the costs associated with the proxy solicitation, will be
borne by Standish Mellon. In addition to soliciting proxies by mail, Standish
Mellon may have one or more of its officers, your Fund's officers,
representatives or compensated third-party agents, aid in the solicitation of
proxies by personal interview or telephone and telegraph and may request
brokerage houses and other custodians,
-11-
nominees and fiduciaries to forward proxy soliciting material to the beneficial
owners of the shares held of record by such persons. Standish Mellon has
retained Broadridge Services Group ("BSG") to assist in the solicitation of
proxies. The estimated cost for BSG's proxy solicitation services is
approximately $10,000, which will be borne by Standish Mellon. Shareholders who
have not voted their proxies in a timely manner may receive a telephone call
from an officer or employee of Standish Mellon, the relevant Fund or BSG in an
effort to urge them to vote.
Persons holding shares as nominees will be reimbursed by Standish Mellon, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
-12-
EXHIBIT A
Form of Plan of Liquidation and Dissolution
STANDISH MELLON HIGH YIELD BOND FUND
STANDISH MELLON YIELD PLUS FUND
each, a series of:
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution (the "Plan") concerns the Standish
Mellon High Yield Bond Fund and/or the Standish Mellon Yield Plus Fund (each, a
"Fund" and together, the "Funds"), each of which is a series of the Mellon
Institutional Funds Investment Trust (the "Trust"), a business trust organized
and existing under the laws of the Commonwealth of Massachusetts. The Standish
Mellon High Yield Bond Fund commenced operations on June 2, 1997, and the
Standish Mellon Yield Plus Fund commenced operations on January 3, 1989. The
Funds are registered as open-end management investment companies under the
Investment Company Act of 1940, as amended ("Act"). The Plan is intended to
accomplish the complete liquidation and dissolution of one or both Funds in
conformity with all provisions of Massachusetts law and the Trust's Agreement
and Declaration of Trust (the "Declaration of Trust").
WHEREAS, the Trust's Board of Trustees, on behalf of each Fund, has determined
that it is in the best interests of that Fund and its shareholders to liquidate
and dissolve the Fund; and
WHEREAS, at a meeting of the Board of Trustees on June 22, 2007, the Board
considered and unanimously adopted this Plan on behalf of each Fund as the
method of liquidating and dissolving that Fund and directed that this Plan be
submitted to shareholders of each Fund for approval;
NOW THEREFORE, the liquidation and dissolution of each Fund shall be carried out
in the manner hereinafter set forth:
1. EFFECTIVE DATE OF PLAN. The Plan shall be and become effective for either
Fund only upon the adoption and approval of the Plan, at a meeting of its
shareholders called for the purpose of voting upon the Plan, by the affirmative
vote of the holders of a majority of the outstanding voting securities of that
Fund, as defined by Section 2(a)(42) of the Investment Company Act of 1940, as
amended. The day of such adoption and approval by holders of a majority of the
outstanding voting securities of a Fund is hereinafter called the "Effective
Date."
2. LIQUIDATION OF ASSETS. As soon as practicable after a Fund's Effective Date,
that Fund shall begin the process of dissolving and winding up its business and
affairs by converting all of
A-1
its assets to cash or other distributable form while seeking to preserve the
value of the Fund's assets.
3. DISSOLUTION. On September 28, 2007 or on such date as soon thereafter as
practical if an officer of the Trust determines such delay to be advisable based
upon market conditions and consistent with the terms of the Plan (the
"Liquidation Date"), that Fund shall be dissolved in accordance with the laws of
the Commonwealth of Massachusetts and the Fund's Declaration of Trust.
4. LIQUIDATING DISTRIBUTION. On the Liquidation Date, that Fund shall send the
following to each of its shareholders of record on the Liquidation Date:
(1) a liquidating distribution in cash equal to the shareholder's proportionate
interest in the net assets of that Fund; and
(2) information concerning the sources of the liquidating distribution.
5. PAYMENT OF DEBTS. As soon as practicable after the Effective Date, that Fund
shall determine and pay, or set aside in cash or cash equivalent, the amount of
all known or reasonably ascertainable liabilities allocable to the Fund incurred
or expected to be incurred on or prior to the Liquidation Date.
6. EXPENSES OF THE FUND IN LIQUIDATING AND DISSOLVING. Standish Mellon Asset
Management Company LLC, each Fund's investment adviser, shall bear all expenses
incurred by either Fund in carrying out this Plan including, but not limited to,
all printing, legal, accounting, custodian and transfer agency fees, and the
expenses of any reports to or meeting of shareholders.
7. CESSATION OF RIGHTS OF SHAREHOLDERS. Shares of each Fund automatically
liquidated will no longer be deemed outstanding as of such time and all rights
with respect to those shares will cease at such time.
8. REPORTING. Each Fund will include all of its investment company taxable
income and net capital gain, if any, for its final taxable year in distributions
made to its shareholders pursuant to this Plan or will otherwise timely
distribute such amounts. Each Fund will cause its adoption of this plan of
liquidation to be reported to the Internal Revenue Service on Form 966 within 30
days after such adoption. For any shareholder who is normally subject to backup
withholding as described in the Funds' prospectus, the regular backup
withholding requirements will apply to the liquidation.
9. GENERAL AUTHORIZATION. The officers of the Trust shall have authority to do
or authorize any or all acts and things as provided for in the Plan and any and
all such further acts and things as they may consider necessary or desirable to
carry out the purposes of the Plan, including the execution and filing of all
certificates, documents, information returns, tax returns and other papers which
may be necessary or appropriate to implement the Plan.
A-2
10. AMENDMENT OF PLAN. The Board shall have the authority to authorize such
variations from or amendments to the provisions of the Plan as may be necessary
or appropriate to effect the marshalling of Fund assets and the dissolution,
complete liquidation and termination of the existence of that Fund, and the
distribution of its net assets to shareholders in accordance with the laws of
the Commonwealth of Massachusetts and the purposes to be accomplished by the
Plan with respect to that Fund.
Executed this [ day of , 2007]
------------ -------------------
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
On behalf of STANDISH MELLON HIGH YIELD BOND FUND
By: ______________________
Name:
Title:
Accepted:
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
On behalf of STANDISH MELLON YIELD PLUS FUND
By: ______________________
Name:
Title:
Accepted:
STANDISH MELLON ASSET MANAGEMENT COMPANY LLC
By: ______________________
Name:
Title:
A-3
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
\/ Please fold and detach card at perforation before mailing. \/
NOTICE OF A SPECIAL MEETING
OF SHAREHOLDERS
Standish Mellon High Yield Bond Fund To be held September 28, 2007
This proxy is solicited on behalf of the Board of Trustees of the Mellon
Institutional Funds Investment Trust. The undersigned, revoking all prior
proxies, hereby appoints Denise B. Kneeland, Barbara A. McCann and Patrick J.
Sheppard, or any of them individually, as proxies, with full powers of
substitution, to vote for the undersigned at the Special Meeting of Shareholders
of the Standish Mellon High Yield Bond Fund, a series of Mellon Institutional
Funds Investment Trust, to be held on September 28, 2007 at 10:00 a.m. (Eastern
time) at the offices of Standish Mellon Asset Management Company LLC, One Boston
Place, 34th Floor, Boston, Massachusetts, or at any adjournment thereof. The
undersigned acknowledges that s/he has received the Notice of Special Meeting
and the Proxy Statement accompanying the same, which describes in further detail
the matters set forth on the other side of this proxy card.
The proxies will vote this proxy as directed by the undersigned or, if no
direction is indicated, the proxies will vote this proxy "FOR" the proposal
unless authority to do so is specifically withheld. This proxy also grants
discretionary authority to the proxies to vote upon such other business as may
properly come before the Meeting or any adjournment thereof.
||
\/ Date ________________________, 2007
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD, IN THE ENCLOSED ENVELOPE,
WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING.
----------------------------------------
----------------------------------------
Signature(s) and Title(s),
Please sign exactly as your name appear hereon.
If stock is held in the name of joint owners,
each must sign. Attorneys-in-fact, executors,
administrators, etc., should so indicate.
If shareholder is a corporation or partnership,
please sign in full corporate or partnership
name by authorized person.
\/ Please fold and detach card at perforation before mailing. \/
|| ||
\/ \/
Please fill in box(es) as shown using black or blue ink or number 2 pencil. |X|
PLEASE DO NOT USE FINE POINT PENS.
THE BOARD OF TRUSTEES OF THE MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL SET FORTH BELOW.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR the numbered item below.
If you own shares of Standish Mellon High Yield Bond Fund, please vote on
Proposal 1:
1. To approve the liquidation and dissolution FOR AGAINST ABSTAIN
of Standish Mellon High Yield Bond Fund | | | | | |
pursuant to a Plan of Liquidation and
Dissolution.
2. To consider any other business that may
properly come before the meeting.
MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
\/ Please fold and detach card at perforation before mailing. \/
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
Standish Mellon Yield Plus Fund To be held September 28, 2007
This proxy is solicited on behalf of the Board of Trustees of the
Mellon Institutional Funds Investment Trust. The undersigned, revoking all prior
proxies, hereby appoints Denise B. Kneeland, Barbara A. McCann and Patrick J.
Sheppard, or any of them individually, as proxies, with full powers of
substitution, to vote for the undersigned at the Special Meeting of Shareholders
of the Standish Mellon Yield Plus Fund, a series of Mellon Institutional Funds
Investment Trust, to be held on September 28, 2007 at 10:00 a.m. (Eastern time)
at the offices of Standish Mellon Asset Management Company LLC, One Boston
Place, 34th Floor, Boston, Massachusetts, or at any adjournment thereof. The
undersigned acknowledges that s/he has received the Notice of Special Meeting
and the Proxy Statement accompanying the same, which describes in further detail
the matters set forth on the other side of this proxy card.
The proxies will vote this proxy as directed by the undersigned or, if
no direction is indicated, the proxies will vote this proxy "FOR" the proposal
unless authority to do so is specifically withheld. This proxy also grants
discretionary authority to the proxies to vote upon such other business as may
properly come before the Meeting or any adjournment thereof.
||
\/ Date ________________________, 2007
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD, IN THE ENCLOSED ENVELOPE,
WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING.
---------------------------------------
---------------------------------------
Signature(s) and Title(s),
Please sign exactly as your name appear
hereon. If stock is held in the name of
joint owners, each must sign. Attorneys-in-
fact, executors, administrators, etc.,
should so indicate. If shareholder is a
corporation or partnership, please sign in
full corporate or partnership name by
authorized person.
\/ Please fold and detach card at perforation before mailing. \/
|| ||
\/ \/
Please fill in box(es) as shown using black or blue ink or number 2 pencil. |X|
PLEASE DO NOT USE FINE POINT PENS.
THE BOARD OF TRUSTEES OF THE MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL SET FORTH BELOW. Unless
otherwise specified in the squares provided, the undersigned's vote will be cast
FOR the numbered item below.
If you own shares of Standish Mellon Yield Plus Fund, please vote on Proposal 1:
1. To approve the liquidation and dissolution FOR AGAINST ABSTAIN
of Standish Mellon Yield Plus Fund pursuant | | | | | |
to a Plan of Liquidation and Dissolution.
2. To consider any other business that may properly come before
the meeting.