-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LB++yY3vZ7rzDhIL0WmE4mBoN/64wd0SkFen9x4TQq9xe7gUBr33WYfOnGDZCcgx tbtAIMDxpGuf2m5D0BcZ6Q== 0000950115-97-001063.txt : 19970716 0000950115-97-001063.hdr.sgml : 19970716 ACCESSION NUMBER: 0000950115-97-001063 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970821 FILED AS OF DATE: 19970715 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIP FUNDS CENTRAL INDEX KEY: 0001006783 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07527 FILM NUMBER: 97640362 BUSINESS ADDRESS: STREET 1: CT CORP STREET 2: 2 OLIVER STREET CITY: BOSTON STATE: MA ZIP: 02109 MAIL ADDRESS: STREET 1: 530 E SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087-1693 DEF 14A 1 NOTICE & 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: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 TIP Funds (formerly Turner Funds) - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) same - -------------------------------------------------------------------------------- (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). 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: ------------------------------------------------------------------- TIP FUNDS (formerly, Turner Funds) Ultra Large Cap Fund Growth Equity Fund Midcap Fund Small Cap Fund ------------------------------------------------------------------------------ IMPORTANT SHAREHOLDER INFORMATION ------------------------------------------------------------------------------ The document you hold in your hands contains your proxy statement and proxy card(s). A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how to vote on your behalf on important issues relating to your Fund. If you simply sign the proxy cards without specifying a vote, your shares will be voted in accordance with the recommendations of the Board of Trustees. We urge you to spend a few minutes with the proxy statement, fill out each proxy card, and return it to us. Voting your proxy, and doing so promptly, ensures that a Fund will not need to conduct additional mailings. When shareholders do not return their proxies in sufficient numbers, we have to incur the expense of follow-up solicitations, which may cost your Fund money. Please take a few moments to exercise your right to vote. Thank you. - -------------------------------------------------------------------------------- TIP FUNDS Dear Shareholder, A Shareholder Meeting of the TIP Funds (formerly, Turner Funds) (the "Trust") has been scheduled for August 21, 1997. If you were a shareholder of record as of the close of business on June 23, 1997, you are entitled to vote at the meeting or any adjournment of the meeting. Whether or not you plan to attend the meeting, we need your vote. While you are, of course, welcome to join us at the meeting, most shareholders will cast their votes by filling out and signing the proxy cards. Please mark, sign, and date the enclosed proxy cards and return them promptly in the enclosed envelope so that the maximum number of shares may be voted. The attached proxy statement is designed to give you information relating to the proposal on which you are being asked to vote. We encourage you to support the Trustees' recommendation. The proposal described in the proxy statement relates to the following matter: 1. To consider and act upon a proposal to elect a Board of Trustees. Your vote is important to us. Please do not hesitate to call 1-800-224-6312 if you have any questions about the proposal under consideration. Thank you for taking the time to consider the important proposal and for your investment in the TIP Funds. Sincerely, David G. Lee President and Chief Executive Officer TIP Funds TIP FUNDS 2 Oliver Street Boston, MA 02109 Notice of Special Meeting of Shareholders August 21, 1997 Notice is hereby given that a Special Shareholders Meeting of TIP Funds (formerly, Turner Funds) (the "Trust") will be held at SEI Investments in Oaks, Pennsylvania 19456, on August 21, 1997, at 3:30 p.m. Eastern time (the "Meeting"). Shareholders of the following series of the Trust (each a "Fund" and, together, the "Funds") are eligible to vote at the meeting: the Ultra Large Cap Fund, the Growth Equity Fund, the Midcap Fund and the Small Cap Fund. At the Meeting, shareholders of the Funds (the "Shareholders") will be asked to consider and act on the proposed election of a new Board of Trustees for the Trust. Each enclosed proxy card ("Proxy") permits Shareholders of the Trust to vote for (or withhold authority to vote for) all of the nominees for the Board of Trustees of the Trust by checking a single box, or to vote for (or withhold authority to vote for) individual nominees. In accordance with their own discretion, the proxies are authorized to vote on such other business as may properly come before the Meeting. All Shareholders of the Funds are cordially invited to attend the Meeting. However, if you are unable to be present at the Meeting, it is requested that you mark, sign and date the enclosed proxy cards and return it promptly in the enclosed, postage-paid envelope so that the Meeting may be held and a maximum number of shares may be voted. Only Shareholders of record at the close of business on June 23, 1997, are entitled to notice of, and to vote at, the Meeting or any adjournments thereof. July 9, 1997 By Order of the Board of Trustees James W. Jennings, Secretary 2 TIP FUNDS 2 Oliver Street Boston, MA 02109 PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Board of Trustees of TIP Funds (the "Trust") for use at the Special Meeting of Shareholders to be held on August 21, 1997, at 3:30 p.m. Eastern time, at SEI Investments in Oaks, Pennsylvania, 19456, and at any adjourned session thereof (such meeting and any adjournments thereof are hereinafter referred to as the "Meeting"). Shareholders of the Ultra Large Cap Fund, Growth Equity Fund, Midcap Fund and Small Cap Fund of record at the close of business on June 23, 1997 (the "Record Date"), are the only Shareholders entitled to vote at the Meeting (the "Shareholders"). The table below sets forth the number of shares issued and outstanding as of June 23, 1997: Fund Shares Outstanding Ultra Large Cap Fund 41,385.398 Growth Equity Fund 6,632,468.66 Midcap Fund 134,007.184 Small Cap Fund 3,676,486.019 Each whole share held entitles the holder of record to one vote for each dollar of net asset value of such Share (carried forward to two decimal places) on each matter to be acted upon at the Meeting. In addition to the solicitation of proxies by mail, officers and employees of SEI Fund Resources ("Fund Resources"), Wayne, Pennsylvania 19087, officers and employees of Turner Investment Partners, Inc. (the "Adviser") or third parties hired for such purpose, may solicit proxies in person or by telephone. Employees of Fund Resources or the Adviser will not be paid for their solicitation activities. Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses incurred in sending soliciting materials to their principals. The cost of solicitation will be borne by the Trust. This Proxy Statement is being mailed to Shareholders on or about July 9, 1997. Shares represented by duly executed Proxies will be voted in accordance with the instructions given. Proxies may be revoked at any time by a Shareholder before they are exercised by a written revocation received by the President of the Trust at Oaks, Pennsylvania 19456, by properly executing a later-dated proxy, or by attending the Meeting and voting in person. -1- THOSE SHAREHOLDERS WHO WISH TO VOTE FOR OR AGAINST ALL OF THE NOMINEES FOR THE BOARD OF TRUSTEES MAY CHECK A SINGLE BOX ON THE PROXY CARD(S). SHAREHOLDERS ALSO MAY VOTE FOR OR AGAINST THE NOMINEES INDIVIDUALLY. SHAREHOLDERS ARE REMINDED TO COMPLETE, SIGN AND RETURN THE PROXY CARD(S) TO THE TRUST. PROPOSAL TO ELECT A NEW BOARD OF TRUSTEES At meetings of the Board of Trustees of the Trust held on February 21, 1997 and June 20, 1997, the Trustees called a Special Meeting of Shareholders in order to elect a new Board of Trustees. Messrs. Robert E. Turner, Mark D. Turner, John T. Wholihan and Alfred C. Salvato (the "Current Trustees"), after due consideration, unanimously approved each nominee to serve as a member of the Board of Trustees. In considering the nominees for election as Trustees of the Trust, the Trustees took into account the qualifications of each of the nominees and the concern for the continued efficient conduct of the Trust's business. In this latter regard, the Trustees took into account the resignation of one of the Trustees, which reduced the Boards' flexibility to appoint new or replacement members in light of the restrictions of the Investment Company Act of 1940 (the "Investment Company Act"). The Current Trustees will continue to serve as Trustees until the Shareholders approve the new members of the Board. Upon their election and qualification, the six nominees listed below will constitute the Board of Trustees of the Trust. Mr. Robert Turner is and will continue to be an "interested person" of the Trust, as defined in Section 2(a)(19) of the Investment Company Act. Effective upon the election of each of the Nominees, Mr. Mark Turner will no longer serve as a Trustee of the Trust. He will remain an active member of Turner Investment Partners' management team. Because the Trust does not hold regular annual shareholder meetings, each nominee, if elected, will hold office until his successor is elected and qualified. Under Massachusetts law, a trust registered under the Investment Company Act is not required to hold an annual meeting. The Trust has availed itself of this provision and will achieve cost savings by eliminating printing costs, mailing charges and other expenses involved in routine annual meetings. Even without routine annual meetings, the Board of Trustees of the Trust may call special meetings of shareholders for action by shareholder vote as may be required by the Investment Company Act or required or permitted by the Amended and Restated Agreement and Declaration of Trust and By-Laws of the Trust. In compliance with the Investment Company Act, -2- shareholder meetings will be held to elect Trustees whenever fewer than a majority of the Trustees holding office have been elected by the shareholders or, if necessary in the case of filling vacancies, to assure that at least two-thirds of the Trustees holding office after vacancies are filled have been elected by shareholders. The Trust may hold shareholder meetings to approve changes in investment policy, a new investment advisory agreement or other matters requiring shareholder action under the Investment Company Act. The Nominees The following information is provided for each of the six nominees. It includes the nominee's name, amount of shares of each Fund beneficially owned, principal occupation(s) or employment during the past five years, and directorships with other companies which file reports periodically with the Securities and Exchange Commission. Each of the nominees is currently a Trustee of the Trust, except for Richard A. Hocker, Michael E. Jones and Janet F. Sansone, who have not previously served as Trustees of the Trust.
Name DOB Shares Owned*** Principal Occupation; - ---- --- --------------- Directorships --------------------- Robert E. Turner* 11/26/56 Small Cap -- 22,417.954 Chairman and Chief Investment Trustee Midcap -- 46,158.971 Officer of Turner Investment Ultra Large Cap -- 16,800.000 Partners, Inc. (The Adviser), since 1990. John T. Wholihan** 12/12/37 0 Professor, Loyola Marymount Trustee University, since 1984. Alfred C. Salvato** 01/09/58 0 Treasurer, Thomas Jefferson Trustee University, since 1995, and Assistant Treasurer, 1988-1995. Richard A. Hocker* 07/21/46 0 CEO and Chairman of the Board of Covenant Bank, since 1988. Director of Bedminister Bioconversion Corporation, since 1988. Chief Investment Officer and Senior Vice President of Penn Capital Management Co., Inc., since 1987. Michael E. Jones* 12/24/54 0 Investment Adviser and Portfolio Manager with Clover Capital Management Inc., since 1984. Principal of CCM Securities Inc.
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Name DOB Shares Owned*** Principal Occupation; - ---- --- --------------- Directorships --------------------- Janet F. Sansone 08/11/45 0 Corporate Vice President of Human Resources of Frontier Corporation, since 1993. Director of Education at General Electric Corporation, 1982- 1993.
- ----------------- * Upon their election, Messrs. Robert Turner, Richard Hocker and Michael Jones will each be an "interested person" as defined in Section 2(a)(19) of the Investment Company Act. ** Member of Audit Committee. *** Shares beneficially owned directly or indirectly as of June 23, 1997. The Trustees and Officers of the Trust own less than 1% of the outstanding shares of the Trust. The Trust pays fees only to the Trustees who are not interested persons of the Trust. Compensation of Officers and interested Trustees of the Trust is paid by the adviser or the manager. All Trustees attended each regular Board of Trustees meetings held in April, September, November 1996 and February 1997, except for Dr. Joan Lamm-Tennant, who was absent from the February 1997 meeting. Dr. Lamm-Tennant subsequently resigned from the Board, citing other commitments. All members of the Audit Committee attended each such Audit Committee meeting. The function of the Audit Committee is to advise the Board of Trustees with regard to the appointment of the Trustees independent accountants, review and approve audit and non-audit services of Trust's independent accountants, and meet with the Trust's financial officers to review the conduct of accounting and internal controls. The Board does not have standing nominating or compensation committees. The following represents the compensation paid to each Current Trustee for the fiscal year ended September 30, 1996.
Name of Person, Aggregate Pension or Estimated Annual Total Compensation Position Compensation From Retirement Benefits Benefits Upon From Registrant and Registrant for the Accrued as Part of Retirement Fund Complex Paid Fiscal Year Ended Fund Expenses to Trustees for the September 30, 1996 Fiscal Year Ended September 30, 1996 Robert Turner, Trustee * * * * Mark Turner, Trustee * * * * Joan Lamm-Tennant,(1) $3,500 N/A N/A $3,500 Trustee Alfred C. Salvato, $3,500 N/A N/A $3,500 Trustee
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Name of Person, Aggregate Pension or Estimated Annual Total Compensation Position Compensation From Retirement Benefits Benefits Upon From Registrant and Registrant for the Accrued as Part of Retirement Fund Complex Paid Fiscal Year Ended Fund Expenses to Trustees for the September 30, 1996 Fiscal Year Ended September 30, 1996 John T. Wholihan, $3,500 N/A N/A $3,500 Trustee
(1) Resigned effective March 17, 1997. Executive Officers Information about the Trusts' principal executive officers, including their names, dates of birth, position(s) with the Trust, length of service at such position(s), and principal occupation or employment during the past five years, is set forth below.
Name DOB Position with the Trust Position Since Principal Occupation or Employment - ---- --- ----------------------- -------------- ---------------------------------- David G. Lee 04/16/52 President, Chief April 1996 Senior Vice President of the Administrator and Executive Officer Distributor since 1993. Vice President of the Administrator and Distributor (1991-1993). President, GW Sierra Trust Funds before 1991. Stephen J. Kneeley 02/09/63 Vice President & April 1996 Chief Operating Officer of Turner Investment Assistant Secretary Partners, Inc., since 1990. Kevin P. Robins 04/15/61 Vice President & April 1996 Senior Vice President, General Counsel and Assistant Secretary Assistant Secretary of SEI. Senior Vice President, General Counsel and Secretary of the Administrator and Distributor since 1994. Vice President & Assistant Secretary of SEI, 1992-1994. Associate, Morgan, Lewis & Bockius LLP, 1988-1992. Robert DellaCroce 12/17/63 Controller, Chief March 1997 Director, Funds Administration and Accounting. Financial Officer SEI Corporation, since 1994. Arthur Andersen LLP, 1986-1994. James Jennings 01/15/37 Secretary April 1996 Partner, Morgan, Lewis & Bockius LLP - counsel to the Trust, the Adviser, the Administrator and Distributor.
The persons named in the accompanying Proxy intend, in the absence of contrary instructions, to vote all Proxies in favor of the election of each nominee. A Shareholder may vote for or against any or all of the nominees. If you return an executed Proxy, but give no voting instructions, your shares will be voted for all nominees named herein for Trustees. All of the nominees have consented to being named in this Proxy Statement and to serve if elected. The Trust knows of no reason why any nominee would be unable or unwilling to serve if elected. Should any of the nominees become unable or unwilling to accept nomination or election prior to the Meeting, the persons named in the Proxy will exercise their voting power to vote for such substitute person or persons as the current Board of Trustees of the Trust may recommend. If a quorum is present in person or by proxy, the favorable vote of a majority of shares represented at the Meeting is required to elect Trustees. If any nominee is not approved by the Shareholders of the Trust, the Board will consider alternative nominations. -5- THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES. GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS Investment Advisers and Administrator. Turner Investment Partners, Inc., 1235 Westlakes Drive, Berwyn, Pennsylvania 19312, serves as the investment adviser to each Fund. Clover Capital Management, Inc., serves as investment adviser to the Clover Capital Portfolios of the Trust. Michael Jones, a nominee to the Board of Trustees, is the founder and Managing Director of Clover Capital Management, Inc. Penn Capital Management, Inc., serves as investment adviser to the Penn Capital Portfolios of the Trust. Richard Hocker, a nominee to the Board of Trustees, is the founder, Chief Investment Officer and Senior Vice President of Penn Capital Management, Inc. The Trust's administrator, SEI Fund Resources, a Delaware business trust, has its principal business offices at Oaks, Pennsylvania 19456. SEI Investments Management Corporation, a wholly-owned subsidiary of SEI Investments Company ("SEI"), is the owner of all beneficial interests in the Trust's administrator. Distribution of Shares. SEI Investments Distribution Co., a wholly-owned subsidiary of SEI, Oaks, Pennsylvania 19456, serves as the distributor of the Fund's shares. 5% Shareholders. As of June 23, 1997, the following persons were the only persons who were, to the knowledge of the Trust, beneficial owners of 5% or more of shares of the Funds: Turner Growth Equity Fund % of Number Name Shares of Shares - ---- ------ -------------- Saul & Company 16.38 1,086,365.4960 FBO Sheet Metal Annuity c/o First Union National Bank 406 S Tryon Street CMG-1151 Charlotte, NC 28202-1919 Retirement Plan for Employees of 8.82 585,137.2520 Bridgeport Hospital c/o People's Bank Trust Dept. 850 Main Street 13th Floor Bridgeport, CT 06604-4917 CitiCorp USA Inc. Pledgee 6.76 582,077.3800 McNeil Children's Trust Loan Collateral Account c/o Carole McNeil PO Box 803598 Dallas, TX 75380-0598 -6- % of Number Name Shares of Shares - ---- ------ -------------- CoreStates Bank NA 8.51 564,190.1790 Montgomery, McCracken, Walker & Rhoads Retirement Plan PO Box 7829 Philadelphia, PA 19101-7829 Plumbers Local Union #690 8.42 558,315.3730 Pension Fund 2791 Southampton Road Philadelphia, PA 19154-1296 Saxon & Co. 6.96 461,465.4956 FBO Duane Morris/Heckshel Trust PO Box 7780-1888 Philadelhia, PA 19182 Starr Commonwealth 6.55 434,222.5780 13725 Starr Commonwealth Road Albion, MI 49224-9525 Turner Small Cap Fund % of Number Name Shares of Shares - ---- ------ -------------- Charles Schwab & Co., Inc. 49.70 1,827,071.2390 Attn: Mutual Funds/Team S 4500 Cherry Creek Dr. S 8th Floor Denver, CO 80209 Donaldson Lufkin Jenrette Secs. Corp. 9.84 361,628.9800 Pershing Division PO Box 2052 Jersey City, NJ 07399-0001 Turner Midcap Fund % of Number Name Shares of Shares - ---- ------ -------------- Turner Family Foundation 26.96 36,152.8570 9 Horseshoe Lane Paoli, PA 19301-1909 -7- % of Number Name Shares of Shares - ---- ------ -------------- Charles Schwab & Co., Inc. 21.72 29,102.1410 Attn: Mutual Funds/Team S 4500 Cherry Creek Dr. S 8th Floor Denver, CO 80209 Donaldson Lufkin Jenrette Secs. Corp. 5.77 7,731.3330 Pershing Division PO Box 2052 Jersey City, NJ 07399-0001 John S. Witruk 5.73 7,681.4060 470 Allison Street Elmhurst, IL 60126-4603 -8- Turner Ultra Large Cap Fund % of Number Name Shares of Shares - ---- ------ -------------- Robert E. Turner & Carolyn W. Turner 40.59 16,800.0000 9 Horseshoe Lane Paoli, PA 19301-1909 Charles Schwab & Co., Inc. 17.96 7,433.4600 Attn: Mutual Funds/Team S 4500 Cherry Creek Dr. S 8th Floor Denver, CO 60209 Michael H. Thompson 13.53 5,600.0000 1 Springton Pointe Drive Newtown Square, PA 19073-3931 Stephen J. Kneeley & Kathryn A. Kneeley 13.53 5,600.0000 1467 Treeline Drive Malvern, PA 19355-9708 -9- Voting Information; Adjournment. The presence at the Meeting of the holders of majority of the shares of the Trust as of the Record Date, either in person or by Proxy, constitutes a quorum. Approval of the election of the new Board of Trustees requires the affirmative vote of a majority of the outstanding shares of the Trust. Abstentions and "broker non-votes" will not be counted for or against the nominees to which they relate, but will be counted for purposes of determining whether a quorum is present and will, therefore, have the effect of counting against the nominees to which they relate. In the event that sufficient votes in favor of the nominees set forth in the Notice of the Special Meeting are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting for a period or periods of not more than 60 days to permit further solicitation of Proxies with respect to the election of Trustees. Any such adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by Proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those Proxies which they are entitled to vote in favor of the election of Trustees. They will vote against any such adjournment those Proxies required to be voted against the election of Trustees. -10- Shareholder Proposals. The Trust does not hold annual Shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting should send their written proposals to the President of the Trust c/o SEI Investments, Legal Department, Oaks, Pennsylvania 19456. A meeting may be called by Shareholders holding at least 10% of the Shares entitled to vote at the Meeting for the purpose of voting upon the removal of Trustees, in which case shareholders may receive assistance in communicating with other shareholders as if the provisions contained in Section 16(c) of the Investment Company Act applied. Reports to Shareholders. The Trust will furnish, without charge, a copy of its most recent Annual Report to Shareholders, and the most recent Semi-Annual Report succeeding such Annual Report, if any, on request. Requests should be directed to the TIP Funds, P.O. Box 419805, Kansas City, Missouri 64141-6805, or by calling 1-800-224-6312. Independent Public Accountants. A majority of the Trustees, including a majority of the Trust's independent Trustees, have selected Ernst & Young LLP as the Trust's independent public accountants for the fiscal year ending September 30, 1997. Ernst & Young LLP has informed the Trust that it has no material direct or indirect financial interest in the Trust. Representatives of Ernst & Young LLP are not expected to be present at the Meeting, but will be available should questions arise. Other Matters. The Trustees know of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is their intention that proxies which do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of Proxy. ------------------------------------- SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE URGED TO COMPLETE, SIGN AND DATE EACH ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE. -11- TIP FUNDS (formerly, Turner Funds) Ultra Large Cap Fund Growth Equity Fund Midcap Fund Small Cap Fund PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE SPECIAL MEETING OF SHAREHOLDERS, AUGUST 21, 1997 The undersigned, revoking previous proxies with respect to the Shares (defined below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each of them, each with full power of substitution, to vote at the Special Meeting of Shareholders of the TIP Funds (the "Trust") to be held in the offices of SEI Investments, Oaks, Pennsylvania 19456, on Thursday, August 21, 1997, at 3:30 p.m., Eastern time, and any adjournments or postponements thereof (the "Meeting"), all shares of beneficial interest of said Trust that the undersigned would be entitled to vote if personally present at the Meeting ("Shares") on the proposal set forth below and, in accordance with their own discretion, any other matters properly brought before the Meeting. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL: 1. Election of Trustees. The nominees are: Robert E. Turner, John T. Wholihan, Alfred C. Salvato, Richard A. Hocker, Michael E. Jones and Janet F. Sansone. FOR all nominees [ ] FOR all nominees except for those indicated below [ ] WITHHOLD AUTHORITY to vote for all nominees [ ] ----------------------------------------------------------------------- If you wish to withhold authority for any nominee, please mark the box entitled "For all nominees except" and write the nominee's name(s) in the line above. This proxy will, when properly executed, be voted as specified herein by the signing shareholder. If no direction is given, a duly executed proxy will be voted FOR the foregoing proposal and will be voted in the appointed proxies' discretion upon such other business as may properly come before the meeting. The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Special Meeting and the Proxy Statement of the Board of Trustees. Your signature(s) on this Proxy should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. Dated: , 1997 ----------------- ----------------------------- Signature of Shareholder ----------------------------- Signature (Joint owners) PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND. -----END PRIVACY-ENHANCED MESSAGE-----