-----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, JrdACFdQRohTl5frRlkZACN4EDwuI7TELSMhC4dcb6ke6+1RYMZ7iFk2PjpVtjY1 /PgCEiw6DjSPBB/d4YpMgQ== 0001116679-05-001423.txt : 20050517 0001116679-05-001423.hdr.sgml : 20050517 20050517164321 ACCESSION NUMBER: 0001116679-05-001423 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050609 FILED AS OF DATE: 20050517 DATE AS OF CHANGE: 20050517 EFFECTIVENESS DATE: 20050517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI WESTWOOD FUNDS CENTRAL INDEX KEY: 0000796229 IRS NUMBER: 133625130 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04719 FILM NUMBER: 05839270 BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER STREET 2: 237 PARK AVE 9TH FLOOR CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 8004223554 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER STREET 2: 237 PARK AVENUE 9TH FLOOR CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: WESTWOOD FUNDS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MARQUIS FUND DATE OF NAME CHANGE: 19861228 DEF 14A 1 def14a.txt 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: |_| 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 Rule 14a-12. The Westwood Funds ------------------ (Name of Registrant as Specified in its Charter) N/A --- (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)(1) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (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): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: $0 |_| 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: N/A (2) Form, Schedule or Registration Statement No.: N/A (3) Filing Party: N/A (4) Date Filed: N/A THE WESTWOOD FUNDS (the "Trust") Westwood Realty Fund ONE CORPORATE CENTER RYE, NEW YORK 10580 May 16, 2005 Dear Shareholder: Enclosed is a notice and a proxy statement concerning a special meeting of shareholders of the Westwood Realty Fund (the "Fund"). This proposal is very important. The matter you are being asked to vote on is the approval of a change in the investment objective of the Fund. The proposal is described more fully in the enclosed proxy statement. The Board of Trustees of the Trust (the "Trustees") has reviewed this proposal and recommends that you approve it after you carefully study the enclosed materials. We ask that you review the proxy statement and vote your shares promptly. You can vote by returning the enclosed card or by following the instructions located on your proxy card to vote via the Internet or touch-tone telephone. Q. What is the proposal about? A. The Trustees of the Trust have determined that it is in the best interests of the Fund to proactively change the Fund's orientation to an income-oriented strategy and to enable the Fund to hold significant positions in securities other than real estate investment trusts ("REITs"). To this end, the Trustees have approved, and are recommending to shareholders for their approval, a change in the investment objective of the Fund to remove its requirement that the Fund invest primarily in companies that are engaged in real estate and replace it with a requirement that the Fund invest primarily in income producing equity and fixed income securities. At the same time, the Fund's objective would change from one of seeking to provide long-term capital appreciation and current income to an objective of providing a high level of current income as well as long-term capital appreciation. If the proposal is approved by shareholders, then the Fund would implement certain other changes in its investment policies and strategies as described herein as well as change its name to the "Westwood Income Fund." Remember - Your Vote Counts! Your vote is extremely important, even if you only own a few shares. Voting promptly is also important. If we do not receive enough votes, we will have to send additional mailings or resolicit shareholders, which can be very costly and time consuming and which may delay the shareholder meeting. You may receive a reminder call to return your proxy from The Altman Group, a proxy solicitation firm retained by the Trust in connection with the Meeting, or from a representative from the Trust's investment adviser or its affiliates. Now you can use the Internet or your touch-tone telephone, if you want to vote electronically. Please see your proxy card for more information and the instructions. If you do vote electronically, you do not need to mail your proxy card. However, if you want to change your vote you may do so using the proxy card, touch-tone telephone or Internet. Thank you for your cooperation in voting on this important proposal. If you have questions, please call your financial representative. Or, if your questions relate specifically to the proxy statement matters, please call us toll-free at (800) GABELLI (800-422-3554). Sincerely, Bruce N. Alpert President - -------------------------------------------------------------------------------- THE WESTWOOD FUNDS (the "Trust") Westwood Realty Fund (the "Fund") NOTICE OF SPECIAL MEETING OF SHAREHOLDERS June 9, 2005 - -------------------------------------------------------------------------------- One Corporate Center Rye, New York 10580 (800) GABELLI (800-422-3554) A Special Meeting of Shareholders of the Fund will be held at 9:00 a.m. on June 9, 2005, at the offices of the Trust at One Corporate Center, Rye, New York 10580, for the following purpose, which is more fully described in the accompanying Proxy Statement: 1. To approve a change in the investment objective of the Westwood Realty Fund. 2. To transact such other business as may properly come before the meeting and any adjourned session of the meeting. Only shareholders of record at the close of business on May 6, 2005, are entitled to notice of, and to vote at, the meeting and any adjourned session. By Order of the Board of Trustees James E. McKee Secretary May 16, 2005 - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT WITHOUT REGARD TO THE NUMBER OF SHARES YOU OWN ON THE RECORD DATE. ALTHOUGH YOU ARE INVITED TO ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON, YOU CAN ALSO VOTE EASILY AND QUICKLY OVER THE INTERNET, BY TOUCH-TONE TELEPHONE, OR BY MAIL. IN ORDER TO VOTE BY MAIL, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO VOTE BY TOUCH-TONE TELEPHONE OR OVER THE INTERNET, FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IF YOU LATER DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. YOU MAY ALSO CHANGE YOUR VOTE AT ANY TIME PRIOR TO THE MEETING NO MATTER HOW YOU VOTED AS INDICATED IN THE ENCLOSED PROXY STATEMENT. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE TRUST OF FURTHER SOLICITATION, WE ASK FOR YOUR COOPERATION IN VOTING YOUR PROXY PROMPTLY. - -------------------------------------------------------------------------------- THE WESTWOOD FUNDS (the "Trust") Westwood Realty Fund (the "Fund") ONE CORPORATE CENTER RYE, NEW YORK 10580 PROXY STATEMENT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2005 INTRODUCTION This statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the "Trustees") of the Trust on behalf of the Fund, for use at a Special Meeting of Shareholders to be held at the offices of the Trust at One Corporate Center, Rye, New York 10580, on June 9, 2005, at 9:00 a.m and at any adjournments thereof (the "Meeting"). Such solicitation will be made primarily by the mailing of this statement and the materials accompanying it. Supplemental solicitations may be made by mail or telephone by officers and representatives of the Trust. The expenses in connection with preparing and mailing this statement and the material accompanying it, and the expenses associated with retaining a proxy solicitation firm will be paid by the Trust. The Trust has engaged The Altman Group, a professional proxy solicitation firm, to assist in the solicitation of proxies for which they will be paid a fee of $1,000 plus any related out-of-pocket expenses. This Proxy Statement and the accompanying Proxy are first being sent to shareholders on or about May 16, 2005. Additional information about the Trust is available by calling 800-422-3554. Only one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is a trust shareholder. If you need more copies of this Proxy Statement, please contact the Trust by calling 800-422-3554. The Trust's most recent prospectus and annual and semi-annual reports are available upon request and without charge by calling 800-422-3554. The outstanding voting shares of beneficial interest (the "Shares") of the Fund as of the close of business on May 6, 2005, consisted of the following Shares (each whole Share being entitled to one vote and each fraction of a Share being entitled to a proportionate fraction of a vote): Class AAA: 1,133,432.491 Shares. Class A: 5,214.583 Shares. Class B: 125.122 Shares. Class C: 914.190 Shares. Class I: 0 Shares. Only shareholders of record at the close of business on May 6, 2005, are entitled to vote at the Meeting. Any shareholder may revoke his or her proxy at any time prior to the Meeting by (i) a written notification of such revocation, which must be signed, include the shareholder's name and account number, be addressed to the Secretary of the Trust at its principal executive office, One Corporate Center, Rye, New York 10580, and be received prior to the Meeting to be effective, (ii) voting another proxy of a later date if received prior to the Meeting, or (iii) personally casting his or her vote at the Meeting. If the Fund receives votes by telephone or over the Internet, they will use procedures reasonably designed to authenticate shareholders' identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or over the Internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked. The Fund will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares. Thirty percent (30%) of the outstanding Shares of the Fund, represented in person or by proxy, shall be required to constitute a quorum at the Meeting. If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes (as described below) to approve the proposal are not received, the person named as Proxy Agent may propose one or more adjournments of the Meeting to permit further A-1 solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the Shares present at the Meeting or represented by proxy. When voting on a proposal to adjourn the Meeting, the Proxy Agent will consider whatever factors he or she deems relevant, which factors may include: the nature of the proposal that is proposed to be adjourned, the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. For purposes of determining the presence of a quorum, Shares represented by abstentions and "broker non-votes" will be counted as present, but not as votes cast, at the Meeting. Since these Shares will be counted as present, but not as voting in favor of any proposal, such "broker non-votes" will have the same effect as if they had been cast against the proposal to change the investment objective of the Fund. "Broker non-votes" are Shares held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power and (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the Shares will be voted. All proxies solicited by the Trustees that are properly executed and received by the Secretary prior to the Meeting, and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a proxy, it will be voted FOR the matters specified on the proxy. As of May 6, 2005, Gabelli Advisers Inc. (the "Adviser") and its affiliates were believed to possess voting power with respect to 33,550.924 (2.944%) of the outstanding Shares of the Fund, in view of which such Shares could be deemed to be beneficially owned by the Adviser as of such date. The Adviser and its affiliates have advised the Trust that they intend to vote any Shares of the Fund over which they have voting power in favor of the proposal at the Meeting. OVERVIEW OF THE PROPOSAL The Meeting is being called for the purposes set forth in the accompanying Notice. PROPOSAL - TO APPROVE A CHANGE IN THE INVESTMENT OBJECTIVE OF THE REALTY FUND. Description and Risks of Proposal. - ---------------------------------- The Proposal. At a meeting of the Trustees on February 15, 2005, the Trustees, including the Trustees who are not "interested persons of the Trust" under the Investment Company Act of 1940 (the "1940 Act"), considered and unanimously approved, subject to approval by the shareholders, a proposal to change the Fund's investment objective as described below. The Fund's current investment objective is a fundamental policy that cannot be changed without shareholder approval. If this proposal is approved by shareholders, the new investment objective also will be a fundamental policy that cannot be changed without shareholder approval. The Fund's current and proposed investment objectives are set forth below: CURRENT INVESTMENT OBJECTIVE PROPOSED INVESTMENT OBJECTIVE To provide long-term capital To provide a high level of current appreciation as well as current income. income as well as long-term capital The Fund invests primarily in companies appreciation. The Fund invests that are engaged in real estate. primarily in income producing equity and fixed income securities. In approving the proposal, the Trustees considered the recommendations of the Adviser and the Sub-Adviser that it would be prudent, at this time, to proactively change the investment orientation of the Fund to emphasize high current income over capital appreciation and to change the orientation of the Fund to an income-oriented strategy that may invest a significant portion of its assets in various types of income producing equity and fixed income securities, in addition to real estate investment trusts ("REITs"). In this regard, the Adviser and Sub-Adviser noted that REITs had performed extraordinarily well over the past few years and that REIT valuations now appeared to be high. The Adviser and Sub-Adviser stated their A-2 concern that, given the Fund's current investment parameters, they were constrained in diversifying the Fund's portfolio in a manner which the Adviser and Sub-Adviser now believe would be appropriate to help protect the Fund from a correction in the REIT market. The proposed change in the Fund's investment objective is, therefore, part of a broader set of recommended changes in the Fund's investment policies and strategies, discussed below, which are designed to provide the Adviser and Sub-Adviser with the latitude to diversify the Fund's portfolio. If the proposed investment objective is approved by shareholders, the Fund may no longer be an appropriate investment for those shareholders who seek growth of capital more than current income and a broad-based exposure to the real estate market without owning real estate directly. Additional Changes as a Result of the Proposal. If shareholders approve the proposed changes to the Fund's investment objective, the Fund's name will also be changed to the "Westwood Income Fund" and the Fund's principal investment policies, strategies and risks will be changed to reflect the reorientation of the Fund and the change in its investment objective. In part, the new name will reflect the Fund's investment policy of investing in dividend-paying and/or interest bearing securities as reflected below. The principal investment policies and strategies of the Fund are not fundamental and, therefore may be changed without shareholder approval. The Trustees, however, will not change the name or the principal investment policies and strategies of the Fund at this time if the shareholders do not approve this proposal. As set forth in greater detail below, the principal change in the Fund's investment policies and strategies is to change the Fund's current requirement that it invest at least 80% of its net assets in REITs with a minimum market capitalization of $50 million to a requirement that the Fund invest at least 80% of its net assets in dividend paying and/or interest bearing securities. These securities may include REITs, but also may include many other types of securities as set forth below. The Fund's current and proposed principal investment strategies and risks are set forth below:
CURRENT PRINCIPAL INVESTMENT PROPOSED PRINCIPAL INVESTMENT STRATEGIES AND RISKS STRATEGIES AND RISKS Principal Investment Strategies: Principal Investment Strategies: Under normal market conditions, the Fund Under normal market conditions, the Fund invests at least 80% of its net assets invests at least 80% of its net assets (which includes, for purposes of this test, (which includes, for purposes of this the amount of any borrowings for investment test, the amount of any borrowings for purposes) in the securities of publicly investment purposes) in dividend-paying traded REITs with a market capitalization and/or interest bearing securities. The (defined as shares outstanding times Fund's investments include current market price) of a minimum of $50 dividend-paying common stocks, preferred million at the time of the Fund's initial stocks, convertible preferred stocks, investment. A REIT is a pooled investment selected debt instruments, publicly vehicle which invests primarily in income traded REITs, master limited producing real estate or real estate loans partnerships, royalty trusts, money or interests. The Fund's investments market instruments and other income include equity REITs, mortgage REITs and producing securities. hybrid REITs and other equity securities engaged in real estate. Westwood Management Corp. (the "Sub-Adviser") invests in companies with strong and improving cash flow sufficient to support a healthy or Westwood Management Corp. (the rising level of income. It uses "Sub-Adviser") invests in REITs with proprietary, fundamental research to attractive income and growth find appropriate securities for characteristics. Securities considered purchase. Securities considered for purchase have: for purchase have: o attractive rankings based on the o attractive fundamentals and Sub-Adviser's database model valuations based on the o assets in regions with favorable Sub-Adviser's internal research demographic trends o issuers with strong management o assets in sectors with attractive teams and/or long-term fundamentals o issuers with good balance sheet o issuers with strong management teams
A-3 and/or fundamentals o issuers with good balance sheet The Sub-Adviser will consider selling a fundamentals security if fundamentals become unfavorable within the issuer's internal operations or industry, there is limited The Sub-Adviser will consider selling a growth opportunity, the issuer is at security if real estate supply-demand risk of losing its competitive edge, the fundamentals become unfavorable in the issuer is serving markets with slowing issuer's sector or region, there is limited growth and/or the level of income growth opportunity, the issuer is at risk produced becomes unattractive or of losing its competitive edge and/or the unsustainable. issuer is serving markets with slowing growth. Principal Risks: The Fund's share price will fluctuate Principal Risks: with changes in the market value of the The Fund's share price will fluctuate with Fund's portfolio securities and changes changes in the market value of the Fund's in prevailing interest rates. Stocks portfolio securities. Stocks are subject are subject to market, economic and to market, economic and business risks that business risks that cause their prices cause their prices to fluctuate. The Fund to fluctuate and may affect company cash is also subject to the risks associated flow such that it is not sufficient to with direct ownership of real estate. Real pay the indicated dividend. Equity estate values can fluctuate due to general securities, including common and and local economic conditions, overbuilding preferred stock as well as master or undersupply, changes in zoning and other limited partnership units, with higher laws and a number of other factors. An current yields than equity securities, investor in the Fund is subject to the risk in general, may be more sensitive to that the real estate industry will fluctuations in prevailing interest underperform other industries or the stock rates. Investing in debt securities market generally. Your investment in the involves interest rate and credit Fund is not guaranteed and you could lose risks. When interest rates rise, the some or all of the amount you invested in value of the portfolio's debt securities the Fund. generally declines. The magnitude of the decline will often be greater for You May Want to Invest in the Fund if: longer-term debt securities than o you are a long-term investor shorter-term debt securities. It is o you seek current income as well as also possible that the issuer of a growth of capital security will not be able to make o you seek to invest in a market interest and principal payments when which does not correlate directly due. Investing in certain types of debt with other equity markets securities involves pre-payment risk. o you seek broad-based exposure to Pre-payment risk is the risk that the the real estate market without Fund may experience losses when an owning real estate directly issuer exercises its right to pay principal on an obligation held by the You May Not Want to Invest in the Fund if: Fund (such as a mortgage-backed o you are conservative in your security) earlier than expected. To the investment approach extent that the Fund's portfolio is o you seek stability of principal invested in REITs, the Fund is also more than growth of capital subject to the risks associated with direct ownership of real estate. Real estate values can fluctuate due to general and local economic conditions, overbuilding or undersupply, changes in zoning and other laws and a number of other factors. Your investment in the Fund is not guaranteed and you could lose some or all of the amount you invested in the Fund. You May Want to Invest in the Fund if: o You are a long-term investor o You seek a high level of current income as well as growth of capital You May Not Want to Invest in the Fund if: o You seek growth of capital more than current income
A-4 Board Recommendation. - --------------------- The Trustees, including the non-interested Trustees, have concluded that it is in the best interests of the Fund and its shareholders to modify the fundamental investment objective as set forth above, and recommends that shareholders vote FOR the proposal. If approved by shareholders, the change to the Fund's investment objective, as well as the changes to the Fund's investment policies and strategies discussed above, will become effective when the prospectus is revised to reflect it. If the proposal is not approved by the Fund's shareholders, the Fund's current fundamental investment objective and investment policies and strategies discussed above will not change. Required Vote. - -------------- The affirmative vote of a "majority of the outstanding voting securities," as defined in the 1940 Act, of the Fund is required for the approval of this proposal. Under the 1940 Act, the vote of the holders of a "majority of outstanding voting securities" means the vote of (l) the holders of 67% or more of the Shares of the Fund represented at the Meeting, if more than 50% of the Shares of the Fund are represented at the Meeting, or (2) more than 50% of the outstanding Shares of the Fund, whichever is less. The Board of Trustees unanimously recommends that shareholders of the Fund vote in favor of this Proposal. Information About the Adviser, Administrator and Distributor. - ------------------------------------------------------------ Gabelli Advisers Inc., which is located at One Corporate Center, Rye, New York 10580, serves as the Trust's investment adviser and administrator. Westwood Management Corp., which is located at 200 Crescent Court, Suite 1200, Dallas, Texas 75201, serves as the Trust's sub-investment adviser. PFPC Inc., which is located at 760 Moore Road, King of Prussia, Pennsylvania 19406, serves as the Trust's sub-administrator. Gabelli & Company, Inc., which is located at One Corporate Center, Rye, New York 10580, serves as the Trust's distributor. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of May 6, 2005, the Trustees and officers as a group owned beneficially less than 1% of the outstanding shares of the Fund. A-5 As of May 6, 2005, the following shareholders owned of record or beneficially 5% or more of the Fund's shares:
Name and Address Percentage Amount and Nature of of Class Ownership Class AAA - Charles Schwab & Co., Inc. 36.47% 413,412.645 Special Custody Account Record FBO Ben. of Custs. Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 Class A - State Street Bank & Trust Co. 37.76% 1,969.238 IRA Custodian FBO Jeanne E. Knehr Beneficial P.O. Box 393 Sparta, NJ 07871-0393 A.G. Edwards & Sons Inc. 59.51% 3,103.415 FBO G. Ann Uhlir Beneficial 1901 Highland Park Denton, TX 76205-6932 Class B - National Investor Services 91.69% 114.724 55 Water Street, 32nd Floor Record New York, NY 10041-3299 Gabelli Asset Management Inc. 8.31% 10.398 Attn: Chief Financial Officer Beneficial One Corporate Center Rye, NY 10580-1422 Class C - Raymond James & Assoc. Inc. 39.51% 361.156 FBO Runyon Scott Beneficial 880 Carillon Pkwy. St. Petersburg, FL 33716-1100 Robert W. Baird & Co., Inc. 23.25% 212.536 777 East Wisconsin Avenue Record Milwaukee, WI 53202-5300 State Street Bank & Trust Co. 36.12% 330.251 IRA Custodian for Carmella A. Record Stagakis 7674 Tahiti Lane, Building 8, Unit 206 Lake Worth, FL 33467-4924
A-6 The following table shows the nature, amount and percentage of Fund shares owned by each Trustee and principal executive officer, as of May 6, 2005: Amount and Nature of Percent of Beneficial Ownership/Title of Ownership Name of Trustee/Officer Class in the Fund - --------------------------- --------------------------------- ------------------ Disinterested Trustees - ---------------------- Anthony J. Colavita Class AAA/Beneficial(1) * James P. Conn None None Werner J. Roeder, M.D. Class AAA/Record * Salvatore J. Zizza None None Interested Trustee - ------------------ Karl Otto Pohl None None Principal Executive Officer - ------------------- Bruce N. Alpert** Class AAA/Beneficial * * Less than 1%. ** Mr. Alpert is President, Treasurer and Principal Executive and Financial Officer of the Trust. OTHER MATTERS While the Meeting is called to act upon any other business that may properly come before it, at the date of this proxy statement the only business that management intends to present or knows that others will present is the business mentioned in the Notice of Meeting. The Trustees presently are not aware of any other matters that will come before the Meeting. If an event not now anticipated, or any other matters properly come before the Meeting, it is the intention that the enclosed proxy shall be voted in accordance with the best judgment of the Proxy Agents named therein, or their substitutes, present and acting at the Meeting. SUBMISSION OF SHAREHOLDER PROPOSALS The Trust does not hold annual shareholder meetings. Shareholders who wish to submit proposals for inclusion in a proxy statement for any future shareholder meeting must present such proposals to the Secretary of the Trust, One Corporate Center, Rye, New York 10580. The Trustees are not accepting shareholder proposals at this Meeting. Dated: May 16, 2005. - -------- (1) Shares are owned by Mr. Colavita's wife. A-7 Exhibit A --------------------------------------------------------------------------- THREE EASY WAYS TO VOTE YOUR PROXY Read the Proxy Statement and have the Proxy card at hand. TELEPHONE: Call 1-800-690-6903 and follow the recorded instructions. INTERNET: Go to www.proxyweb.com and follow the on-line directions. MAIL: Vote, sign, date and return your proxy by mail. If you vote by Telephone or Internet, you do not need to mail your proxy. ----------------------- --------------------------------------------------------------------------- FORM OF PROXY THE WESTWOOD FUNDS One Corporate Center Rye, New York 10580 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES SPECIAL MEETING OF SHAREHOLDERS -- JUNE 9, 2005 The undersigned shareholder of The Westwood Funds (the "Trust") hereby appoints Bruce N. Alpert and James E. McKee as attorneys and proxies of the undersigned ("Proxy Agents"), with full power of substitution, to vote at the meeting and all adjournments and postponements thereof, all of the shares of beneficial interest of the Trust standing in the name of the undersigned at the close of business on May 6, 2005, at the Special Meeting of Shareholders of the Trust to be held at the offices of The Westwood Funds at One Corporate Center, Rye, New York 10580, at 9:00 a.m. on June 9, 2005, and at all adjournments and postponements thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power thereby given) to vote as indicated on the proposal, as more fully described in the proxy statement for the meeting, and vote and act on any other matter which may properly come before the meeting, in their discretion. Date:____________________________ The undersigned acknowledges receipt with this proxy card of a copy of the notice of Special Meeting of Shareholders and the Proxy Statement --------------------------------------------- --------------------------------------------- Signature(s) (Please sign in the Box) PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD SO INDICATE. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN FULL PARTNERSHIP NAME BY AUTHORIZED PERSON. Please fill in box as shown using black or blue ink or number 2 pencil |X|. PLEASE DO NOT USE FINE POINT PENS. THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED "FOR" THE PROPOSAL LISTED BELOW UNLESS OTHERWISE INDICATED. THE WESTWOOD FUNDS Westwood Realty Fund VOTE ON PROPOSAL FOR AGAINST ABSTAIN 1. TO APPROVE A CHANGE IN |_| |_| |_| THE INVESTMENT OBJECTIVE OF THE WESTWOOD REALTY FUND BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXY AGENT TO VOTE THE PROPOSAL AS MARKED, OR, IF NOT MARKED TO VOTE, "FOR" THE PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. If you do not intend to personally attend the meeting, please complete, detach and mail the lower portion of this card at once in the enclosed envelope. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE OTHER SIDE. -----END PRIVACY-ENHANCED MESSAGE-----