August 26, 2008 Maximizing Our Equity Capabilities Background There are many reasons we are proud of Bessemer’s investment program: • We have cultivated a team of professionals who are experienced and highly capable. • We provide thoughtful, proactive asset allocation recommendations, including adding innovative portfolios, which we expect will enable clients to participate in rising markets while limiting losses in falling markets. • We have developed and utilize valuable proprietary quantitative tools. • We foster a culture of teamwork, decisiveness, and commitment to “best-ideas” portfolios, which allows us to maximize our broad capabilities. • We maintain a disciplined and repeatable investment process designed to deliver superior long-term returns for our clients. Notably, Lois R. Roman, our Head of U.S. Equities, has articulated a clear investment discipline, expanded our analyst teams, set high professional standards, and focused our portfolios on securities where our research conviction is highest. Global Equity Platform We are pleased to announce the logical next step in the evolution of our investment platform: the restructuring of our equity teams to apply our domestic large-cap disciplines to all large-cap investments globally. This initiative will further leverage our skills, which we expect will enhance client returns over time. There are three key changes: • Lois R. Roman has been named Head of Global Equities, overseeing our U.S. Large Cap and Non-U.S. Large Cap portfolios. • Our research analysts have been reorganized into global sector teams cutting across geographical boundaries. • We are combining our small-cap and mid-cap investments into the newly expanded Global Small & Mid Cap Fund, which will be headed by John B. Hall. This may raise several questions: Why go global? We would highlight the following reasons: Expanded opportunity set. At the heart of a global investment approach is a broadened opportunity set. Talented investment people will find more highreturning investments in 40 major developed and emerging markets than in one. As we have noted before, only 5% of the world’s population lives in the U.S., while 42% live in China, India, Russia, and Brazil. Of the 920 global companies with market capitalizations above $10 billion, 36% are headquartered in North America, 33% in Europe, 26% in Asia, and 5% elsewhere (primarily South America). Globalization of businesses. In today’s global economy, the assignment of a large company to a specific geography appears increasingly archaic. World trade now comprises 56% of global GDP, up from 19% in the early Sixties. As a result, the previous distinctions between Motorola, Samsung, Ericsson, and Nokia have become blurred; as have those between GM, BMW, Honda, and Toyota; or Exxon Mobil, Royal Dutch, British Petroleum, and Petrobras. Unsurprisingly, correlations of equity performance across markets have increased. A stock’s sector trumps its geography. We think globally. The benefits of a global approach are evident throughout our portfolio lineup. To take one example, in the Real Return Fund, a decision to raise our energy exposure could lead to larger weightings in Suntech Power (solar panels, headquartered in China), Tsakos Energy (shipping, in Maximizing Our Equity Capabilities Greece), Aker Solutions (energy service, in Norway), Occidental Petroleum (exploration and production, in the U.S.), coal in Australia, or electricity in Germany. Thinking about industries globally forces an investor to see the broad picture, which can heighten investment tradeoffs, improve decisionmaking discipline, and enhance return potential. Why now? This change builds on our long-standing commitment to thinking globally in asset classes such as hedge funds and private equity, and it complements our prior introductions of the Real Return, Global Small Cap, Global Opportunities, and Global Real Estate funds. Following several important developments, we now have the elements in place to successfully transition to global investment teams: Seasoned staff. We have expanded our analyst ranks, enhancing our ability to assess companies across geographies. In fact, our experienced analysts are already examining their industries globally. They can’t analyze Procter & Gamble’s earnings prospects without understanding non-U.S. consumer markets (e.g., China) and non-U.S. competitors (e.g., Unilever). Shifting to a global equity platform will formalize an investment approach that is already in place. As Head of Global Equities, Lois R. Roman will continue to rely on a highly capable team that is focused on uncovering companies that are “underearning” versus their long-term profit potential. She will draw on her previous experience in managing portfolios with significant non-U.S. equity exposure, including 10 years at Scudder and Oppenheimer. John B. Hall, who will now serve as Portfolio Manager of the Global Small & Mid Cap Fund, has a long record as a successful analyst with Bessemer. More recently, he has served as Research Director on our Mid Cap portfolio, working closelywith Lois. 2 Disciplined, repeatable process. Now that we are seeing the fruits of important enhancements we made to our U.S. equity discipline, including extensive use of quantitative research, we will apply this process throughout global markets. Access to global companies. Large non-U.S. corpo- rations have significantly increased their overtures to global investors by visiting major world cities frequently to meet with investors, hosting regular conference calls, and providing financial information in accordance with advanced accounting standards — all of which increase the feasibility of global analyst teams. Research partners. In recent years, we have expanded our collaboration with several global research partners headquartered around the world. We are pleased with the caliber of information provided by these and other firms, and we will expand our relationships with them as we restructure. Enhanced infrastructure. Our infrastructure is now better equipped for global investing. Built to handle the global approaches of Real Return and Global Opportunities, new processes in our legal, compliance, trading, and many back-office areas have paved the way for additional global portfolios. The timing also appears fortuitous from a tax perspective: stock prices have declined and capitalgains rates are low. These portfolio transitions will lead to the realization of capital gains or losses as positions are sold in our current U.S. Mid Cap and International portfolios. We are proactively looking for opportunities to offset gains with losses elsewhere in our client portfolios in an effort to minimize the tax costs of these transitions. How will the U.S. Large Cap, Non-U.S. Large Cap, and Global Small & Mid Cap portfolios be managed? All of these portfolios will reflect an integrated global investment process that includes emphasizing stocks in which we have high convictions. A Maximizing Our Equity Capabilities Exhibit 1: Portfolio Information U.S. Large Cap Non-U.S. Large Cap Global Small & Mid Cap Market Cap Range Investment Managers >$10 billion Bessemer >$10 billion Bessemer Vehicles Separately-managed Common trust fund Common trust fund Mutual fund $250 million-$10 billion Bessemer Champlain Investment Partners Dimensional Fund Advisors Mutual fund Mutual fund S&P 500 Index MSCI EAFE Index Benchmark MSCI World Small Index* *Under review. summary of the salient features of these portfolios, including the investment vehicles available for these asset classes, appears in Exhibit 1. We have arranged our New York- and Londonbased research analysts into five teams covering broad global sectors — financials, industrials/utilities, energy/materials, consumer/healthcare, and technology/telecom. Our quantitative research team will continue to play a critical role by screening huge amounts of global data to prioritize promising companies for in-depth analyst research. Did we consider implementing a single Global Large Cap portfolio? Yes, but it is not currently feasible because of restrictions placed on foreign investors by some overseas markets. A total of 19 countries of interest to us are “beneficial owner markets,” where we cannot utilize an omnibus investment registration process that significantly eases the investment process for separately-managed accounts. These countries include Brazil, Chile, China, Greece, India, Malaysia, Russia, South Korea, Taiwan, and Turkey. While ADRs (non-U.S. securities available on U.S. stock exchanges) provide a way to purchase some securities in these countries, the inability to access all of them precludes this approach now. Over time, more countries may evolve to permit omnibus registration, and we will continue to search for other ways to address this constraint. Why did we choose to combine small- and mid-cap investments? As pleased as we have been with our Mid Cap and Global Small Cap portfolios — over the past three years, both portfolios have delivered strong absolute returns and outperformed their benchmarks — we believe combining these investments will enhance clients’ long-term return potential for several reasons. • Globalizing our mid-cap investments will expand the opportunity set. • To manage the enormous universe of 10,115 global small- and mid-cap companies, we will leverage the collective capabilities of three firms with distinct competencies: Bessemer, Champlain, and Dimensional. • The new structure is designed to enhance our flexibility. We plan to increase our allocation to our existing sub-advisers and expand their mandates, allowing us to benefit from their global expertise more broadly. The new structure also permits Bessemer’s mid-cap team to concentrate on their “top 20” best ideas, which will be selected to complement the more diversified portfolio segments of our two sub-advisers. Over time, we will be able to adjust our market cap exposure without having to make an overall asset allocation change and hold appreciated small-cap stocks whose fundamentals remain attractive but whose market cap has grown. 3 Ultimately, we believe mid-cap and small-cap stocks play a similar role in an overall portfolio: to diversify our core large-cap holdings and provide exposure to a broader range of investment opportunities. What are the benefits of investing in a mutual fund rather than separately-managed accounts? We see five benefits: • Because of its inherent complexity, investing across geographies can be implemented far more effectively in a commingled fund. • Daily liquidity is available in a mutual fund. • Rebalancing between asset classes is faster and more efficient. • Management fees and other expenses are fully tax-deductible at the fund level. • Tax preparation at year-end is far more straightforward for fund investors, including an easier process to recapture withholdings of foreign dividends. What are the fees in the Global Small & Mid Cap Fund and the Non-U.S. Large Cap Fund? The Global Small & Mid Cap Fund will retain the fee structure of the current Global Small Cap Fund. Expenses on this fund reflect a management fee of 85 basis points plus additional costs of 26 basis points (1.11% overall expense ratio as of April 30, 2008). These figures include management fees paid to sub-advisers Champlain and Dimensional. Fees and expenses incurred within a mutual fund are normally deductible by the fund against ordinary income for tax purposes. Depending on the level and type of income generated by the Fund each year, the after-tax cost should range from 0.67% to 0.89%, assuming 35% federal and 5% state tax rates. For a taxpayer subject to AMT, the after-tax cost should range from 0.74% to 0.89%. In recent years, the after-tax cost has been closer to the high end of these ranges because of the preferential tax rate on qualified dividends. For the Non-U.S. Large Cap Fund, we anticipate an overall expense ratio of 1.05%. This figure reflects our decision to voluntarily waive certain fees. Previously, our expense ratio in this fund was 1.11% (as of April 30, 2008). As described above, the after-tax cost will be lower. Will our asset allocation recommendations change? At this time, the only change we are making is to include our newly expanded Global Small & Mid Cap Fund (Exhibit 2). Exhibit 2: Balanced Growth Asset Allocation Fixed Income 22% U.S. Large Cap 27% Hedge Funds 12% Global Opportunities 7% Real Return 8% Non-U.S. Large Cap 12% Global Small & Mid Cap 12% Reflects anticipated launch of the Global Small & Mid Cap Fund in October 2008. Source: Bessemer Trust Additional information is available from your Client Account Manager. This material reflects the views of Bessemer, is for your general information, and is not an invitation to purchase an interest in any fund. It does not take into account the particular investment objectives, financial situation, or needs of individual clients. Atlanta • Boston • Cayman Islands • Chicago • Dallas • London New York • Palm Beach • San Francisco • Washington, D.C. • • Visit us at www.bessemer.com Copyright © Bessemer Trust Company. All rights reserved. Los Angeles • Miami • Naples Wilmington • Woodbridge