SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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))
/_/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to ss.240.14a-12
TURNER LARGE CAP GROWTH EQUITY FUND OF TIP FUNDS
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(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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TURNER LARGE CAP GROWTH EQUITY FUND
OF
TIP FUNDS
1235 WESTLAKES DRIVE, SUITE 350
BERWYN, PENNSYLVANIA 19312
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Stephen J. Kneeley and
Brian M. Ferko as proxies, each with the power to appoint
his substitute, and hereby authorizes each of them to
represent and to vote, as designated below hereof. all of
the shares of Turner Large Cap Growth Equity Fund (the
"Fund") held of record by the undersigned on April 19, 2000,
at a Special Meeting of Shareholders of the Fund to be held
on June 9, 2000 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER HEREIN DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
By signing and dating below, you authorize the proxies
to vote the proposal as marked, or if not marked, to vote
"FOR" the proposal, and to use their discretion to vote for
any other matter as may properly come before the meeting or
any adjournment thereof. If you do not intend to personally
attend the meeting, please complete and return this card at
once in the enclosed envelope.
Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should sign. When
signing as attorney or as executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized
To vote by Telephone: officer. If a partnership, please sign in partnership name by
authorized persons.
1) Read the Proxy Statement and have this Proxy card
at hand. Dated:
2) Call 1-800-690-6903. ------------------------------
3) Enter the 12-digit control number set forth on this
Proxy card and follow the simple instructions. ------------------------------------
Signature
To vote by Internet:
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1) Read the Proxy Statement and have this Proxy card Signature, if held jointly
at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on this
Proxy card and follow the simple instructions.
TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/ KEEP THIS PORTION FOR YOUR RECORDS.
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DETACH AND RETURN THIS PORTION ONLY.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
TURNER LARGE CAP GROWTH EQUITY FUND
Vote on Proposal
FOR AGAINST ABSTAIN
1. To approve the Agreement and Plan of Reorganization between Mercury Asset
Management Funds, Inc. on behalf of its portfolio Mercury Select Growth
Fund and TIP Funds on behalf of its portfolio Turner Large Cap Growth
Equity Fund and the further transfer of the assets and certain liabilities / / / / / /
acquired under the Agreement and Plan of Reorganization to the underlying
master portfolio in which Mercury Select Growth Fund invests in exchange
for an equal value of increments in that portfolio.
2. In their discretion, the named proxies may vote to transact such other
business as properly may come before the meeting or any adjournment
thereof.
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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TIP FUNDS
Turner Large Cap Growth Equity Fund
Dear Shareholder:
A Special Meeting of Shareholders of the Turner Large Cap Growth Equity
Fund (the "Fund") of TIP Funds (the "Trust") has been scheduled for Friday,
June 9, 2000. If you are a Shareholder of record as of the close of business on
Wednesday, April 19, 2000, you are entitled to vote at the meeting and at any
adjournment of the meeting.
While you are, of course, welcome to join us at the meeting, most
Shareholders will cast their votes by filling out and signing the enclosed Proxy
Card. Whether or not you plan to attend the meeting, we need your vote. Please
mark, sign, and date the enclosed Proxy Card and return it promptly in the
enclosed, post-paid envelope so that the maximum number of shares may be voted.
You can also vote over the telephone or the Internet by following the enclosed
instructions.
The attached Prospectus/Proxy Statement is designed to give you information
relating to the proposal upon which you will be asked to vote. The Board of
Trustees is recommending that you approve a reorganization of the Fund under
which the Fund would be reorganized with and into the Mercury Select Growth Fund
("Mercury Fund"). Assuming approval by Shareholders of the Fund, each holder of
shares of the Trust's Turner Large Cap Growth Equity Fund will receive a number
of Class I shares of the Mercury Fund equal to the number of shares of the
Trust's Turner Large Cap Growth Equity Fund owned by such holder at the time of
the reorganization. As further explained in the accompanying Prospectus/Proxy
Statement, the Board of Trustees has recommended approval of the reorganization.
We encourage you to support the Trustees' recommendation to approve the
proposal.
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 this important proposal and for your investment in
the Fund.
Sincerely,
/s/ Stephen J. Kneeley
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Stephen J. Kneeley
President
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PROXY INFORMATION
TURNER LARGE CAP GROWTH EQUITY FUND WILL HOST A SPECIAL MEETING OF
SHAREHOLDERS ON JUNE 9, 2000, AT THE OFFICES OF TURNER INVESTMENT PARTNERS, INC.
IN BERWYN, PENNSYLVANIA. THE PURPOSE OF THIS MEETING IS TO VOTE ON A PROPOSAL TO
REORGANIZE YOUR FUND INTO A SUBSTANTIALLY SIMILAR FUND THAT IS BEING CREATED BY
MERCURY ASSET MANAGEMENT FUNDS, INC., CALLED MERCURY SELECT GROWTH FUND.
THE FIRST FEW PAGES OF THIS BOOKLET HIGHLIGHT KEY POINTS ABOUT THE PROPOSED
REORGANIZATION AND EXPLAIN THE PROXY PROCESS, INCLUDING HOW TO CAST YOUR VOTES.
BEFORE YOU VOTE, PLEASE READ THE FULL TEXT OF THE COMBINED PROXY
STATEMENT/PROSPECTUS FOR A COMPLETE UNDERSTANDING OF OUR PROPOSAL.
KEY POINTS ABOUT THE PROPOSED REORGANIZATION
PURPOSE OF THE REORGANIZATION
The purpose of the Reorganization is to make your Fund a part of the
Mercury Group of Funds. Under this proposal, your Fund's assets and liabilities
would be transferred to Mercury Select Growth Fund, a new fund that is being
created just for this purpose. Turner Investment Partners would serve as
sub-adviser for the underlying Portfolio in which Mercury Select Growth Fund
invests as part of a "master/feeder" structure and continue to be in charge of
the day-to-day investment of your Fund as part of Mercury Select Growth Fund.
Mercury Asset Management US, a division of Fund Asset Management, L.P.
("Mercury"), however, would replace Turner Investment Partners as the investment
manager of your Fund. Your existing Board of Trustees believes that the
Reorganization is in shareholders' best interests for the following reasons:
POTENTIAL BENEFITS OF THE REORGANIZATION
Given the competitive nature of the mutual fund industry, Turner Investment
Partners determined that it would be prudent to enter into an arrangement with
Mercury. Joining Mercury should enable your Fund's assets to grow due to the
substantial mutual fund distribution capabilities of Mercury and its affiliates.
It is expected that assets in your Fund will grow considerably once the Fund is
within the Mercury Group of Funds, which may result in a larger, more stable
asset base for the Fund. As a result of a larger asset base, Mercury Select
Growth Fund may benefit from economies of scale which over time may result in
lower operating expenses for Mercury Select Growth Fund than for your existing
Fund.
In the past, Turner Investment Partners has contractually agreed to waive
fees and reimburse expenses in order to keep your Fund's total operating
expenses from exceeding 1.00% for the year ended January 31, 2001, or from
exceeding 1.25% in any subsequent year. Due to the small size of your Fund, its
operating expenses have consistently exceeded these levels. As a result, Turner
Investment Partners has waived fees and reimbursed expenses in order to keep
overall expenses at the level of the cap. Turner Investment Partners has also
guaranteed that it will provide your Fund with fee waivers and expense
reimbursements in the future, but a higher level of 1.25%. Therefore, absent a
substantial growth in assets of your Fund, shareholder expenses could make
Turner Investment Partner's continued subsidization of your Fund not economical.
As a result, Turner Investment Partners and your Fund's Board of Trustees have
sought a means of increasing the Fund's asset base by making it a part of the
Mercury Group of Funds. Mercury and its affiliated companies have over $559
billion in assets over management at March 31, 2000. Mercury intends to devote
substantial efforts in offering the Mercury Select Growth Fund's shares for
sale. Based on Mercury's estimates, Mercury Select Growth Fund is expected to
feature a total expense ratio (before waivers and reimbursements) of 1.84% for
its first full year of operations following the Reorganization, an annual cost
to shareholders of $18.40 for each $1,000 invested. This expense ratio does not
include fee waivers and expense reimbursements by Mercury equal to .59% or $5.90
for each $1,000 invested. By contrast, your Fund's total expense ratio (before
waivers and reimbursements) for 1999 was 2.41%, an annual cost to shareholders
of $24.10 for each $1,000 invested. This expense ratio does not include fee
waivers and expense reimbursements by Turner Investment Partners equal to 1.41%
or $14.10 for each $1,000 invested.
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EXPANDED SHAREHOLDER SERVICES
As a shareholder of Mercury Select Growth Fund, you will have access to a
wide range of shareholder services, including 24-hour access to your account,
exchange privileges with other Mercury funds and access to Mercury's
comprehensive investor education programs.
HOW THE REORGANIZATION WILL AFFECT YOUR ACCOUNT
If shareholders approve the Reorganization, your Turner Large Cap Growth
Equity Fund shares will be exchanged, on a tax-free basis, for an equal number
of Class I shares of Mercury Select Growth Fund. Your account registration and
account options, such as dividend reinvestment elections, will remain the same
unless you change them. In addition, your aggregate cost basis in the account
will remain the same.
TAX-FREE NATURE OF THE REORGANIZATION
The Reorganization will be accomplished on a tax-free basis, meaning that
you will not realize any capital gains when your Fund shares are exchanged for
Class I shares of Mercury Select Growth Fund.
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QUESTIONS AND ANSWERS
Q. I'M A SMALL INVESTOR. WHY SHOULD I BOTHER TO VOTE?
A. Your vote makes a difference. If numerous shareholders just like you fail to
vote their proxies, your Fund may not receive enough votes to go forward with
the special Meeting of Shareholders.
Q. WHO GETS TO VOTE?
A. Any person who owned shares of the Turner Large Cap Growth Equity Fund on the
"record date," which was April 19, 2000, gets to vote, even if the investor
later sold the shares. Shareholders are entitled to cast one vote for each
dollar invested in the Fund on the record date.
Q. HOW CAN I VOTE?
A. You can vote by mail by using the enclosed ballot or you can vote in person
at the special Meeting of Shareholders. Whichever method you choose, please take
the time to read the full text of the Proxy Statement/Prospectus before you
vote.
Q. I PLAN TO VOTE BY MAIL. HOW SHOULD I SIGN MY PROXY CARD?
A. If you are an individual account owner, please sign exactly as your name
appears on the proxy card. Either owner of a joint account may sign the proxy
card, but the signer's name must exactly match one that appears on the card. You
should sign proxy cards for other types of accounts in a way that indicates your
authority (for instance, "John Brown, Custodian").
