<PAGE> 1
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
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-11(c) or Rule 14a-12
ARK Funds
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(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)(4) and
0-11.
(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:
--------------------------------------------------------------------------------
<PAGE> 2
ARK FUNDS
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456
June 7, 2000
Dear Shareholder:
Enclosed is a proxy statement asking you to vote for (1) the seven nominees
for the Board of Trustees of ARK Funds (the "Fund") and (2) ratification of the
Board's selection of the independent accountants for the Fund.
A shareholder meeting is being held on June 29, 2000 to vote on these
nominees and the independent accountants and to transact any other business that
may properly come before the meeting. This proxy statement contains detailed
information about each of the nominees and information on the independent
accountants and we recommend that you read it carefully.
Thank you for your attention to this matter and for your continuing
investment in the Fund.
Very truly yours,
/s/ WILLIAM H. COWIE, JR.
WILLIAM H. COWIE, JR.
Chairman of the Board
<PAGE> 3
ARK FUNDS
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
To Our Shareholders:
Notice is hereby given that an Annual Meeting of Shareholders of ARK Funds
(the "Fund") will be held at 3:00 p.m. Eastern time on June 29, 2000 at Allfirst
Trust Company N.A., 25 S. Charles Street, 16th Floor, Baltimore, Maryland, for
the following purposes:
1. To elect a Board of seven Trustees.
2. To ratify the selection by the Board of Trustees of KPMG LLP as
independent accountants for the fiscal year ending April 30, 2001.
3. To consider and act upon any other business as may properly come before
the meeting and any adjournments thereof.
Only holders of shares of beneficial interest of the Fund of record at the
close of business on May 3, 2000 are entitled to notice of and to vote at the
meeting and any adjournments thereof.
By Order of the Board of Trustees
/s/ THOMAS R. RUS
THOMAS R. RUS
Secretary
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
ANY SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED FORM OF PROXY, DATE AND SIGN IT,
AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.
TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
<PAGE> 4
ARK FUNDS
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456
------------------------
PROXY STATEMENT
This proxy statement is furnished by the Board of Trustees of ARK Funds
(the "Fund") in connection with its solicitation of proxies for use at the
Annual Meeting of Shareholders (the "Meeting") of the Fund to be held at 3:00
p.m. Eastern time on June 29, 2000 at Allfirst Trust Company N.A., 25 S. Charles
Street, 16th Floor, Baltimore, Maryland. The purpose of the Meeting and the
matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting of Shareholders.
The close of business on May 3, 2000 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
Meeting. As of the record date, the Fund had the following shares of beneficial
interest outstanding and entitled to vote:
<TABLE>
<CAPTION>
SHARES OF BENEFICIAL INTEREST OUTSTANDING ON MAY 3, 2000
--------------------------------------------------------
RETAIL RETAIL INSTITUTIONAL INSTITUTIONAL
PORTFOLIO CLASS A CLASS B CLASS CLASS II
--------- ----------- ------- ------------- -------------
<S> <C> <C> <C> <C>
U.S. Treasury Money Market.............. 18,768,442 264,834,883 122,875,674
U.S. Government Money Market............ 116,780,010 1,389,892,279 100,361,199
Money Market............................ 254,182,302 23,023 515,583,113 282,891,336
Tax-Free Money Market................... 45,929,873 65,133,622 34,017,900
Short-Term Treasury..................... 990,953 3,534,854
Short-Term Bond......................... 9,580,079
Maryland Tax-Free....................... 2,727,830 5,307 9,268,459
Pennsylvania Tax-Free................... 323,916 19,987 17,123,466
Intermediate Fixed Income............... 12,213,726
U.S. Government Bond.................... 247,828 17,951,395
Income.................................. 603,596 45,178 36,090,460
Balanced................................ 2,575,229 655,314 20,658,718
Equity Income........................... 278,753 6,944,390
Value Equity............................ 499,510 41,831 30,325,863
Equity Index............................ 503,606 10,202,180
Blue Chip Equity........................ 3,114,846 461,438 8,994,850
Capital Growth.......................... 2,024,624 551,088 7,422,990
Mid-Cap Equity.......................... 63,746 5,213,870
Small-Cap Equity........................ 493,666 3,501,462
International Equity Selection.......... 226,956 3,105,605
</TABLE>
<TABLE>
<CAPTION>
SHARES OF BENEFICIAL INTEREST OUTSTANDING ON MAY 3, 2000
----------------------------------------------------------------
PORTFOLIO CORPORATE CLASS CORPORATE II CLASS CORPORATE III CLASS
--------- --------------- ------------------ -------------------
<S> <C> <C> <C>
U.S. Treasury Cash Management.......... 0 0 0
U.S. Government Cash Management........ 0 0 0
Prime Cash Management.................. 0 0 0
Tax-Free Cash Management............... 0 0 0
</TABLE>
Each share will be entitled to one vote for each proposal at the Meeting.
It is expected that the Notice of Annual Meeting of Shareholders, Proxy
Statement and form of Proxy will first be mailed to shareholders on or about
June 7, 2000.
2
<PAGE> 5
The Fund's most recent Annual and Semi-Annual Reports have previously been
sent to shareholders and may be obtained without charge by calling toll-free
1-888-4ARK-FUND or by writing to the Fund at ARK Funds, P.O. Box 8525, Boston,
MA 02266-8525.
If the accompanying form of Proxy is properly executed and returned, shares
represented by it will be voted at the Meeting, or any adjournments thereof, in
accordance with the instructions on the Proxy. However, if no instructions are
specified, shares will be voted for the election of the nominees for Trustee and
for ratification of the selection of the independent accountants. A Proxy may be
revoked at any time prior to the time it is voted by written notice to the
Secretary of the Fund, by execution of a subsequent Proxy or by attendance at
the Meeting. If sufficient votes to approve one or more of the proposed items
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of Proxies. Any such
adjournment will require the affirmative vote of a majority of the votes cast,
provided a quorum is present. In such case, the persons named as proxies will
vote those Proxies which they are entitled to vote for any such item in favor of
such an adjournment, and will vote those Proxies required to be voted against
any such item against any such adjournment. In the event that the Meeting is
adjourned, the same procedures will apply at a later Meeting date.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and with respect to which the broker does not
have discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present but will not be voted for or against any adjournment. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present. Abstentions and broker non-votes will not be counted, however, as votes
cast for purposes of determining whether sufficient votes have been received to
approve a proposal.
Information about persons who, to the knowledge of management, owned
beneficially more than 5% of the outstanding shares of a portfolio ("Portfolio")
is set forth in Appendix B. To the knowledge of management, the executive
officers and Trustees of the Fund, as a group, owned less than 1% of the
outstanding shares of each Portfolio as of May 3, 2000.
The expense of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of Proxies will be
largely by mail. Certain officers and regular agents of the Fund, who will
receive no additional compensation for their services, may use their efforts, by
telephone or otherwise, to request the return of proxies.
ELECTION OF TRUSTEES
(PROPOSAL NO. 1)
The Board of Trustees has acted to expand its membership from five to seven
and has nominated the seven individuals identified below for election to the
Fund's Board of Trustees at the Meeting. Under Proposal No. 1, shareholders of
the Fund are being asked to vote for these nominees. Pertinent information about
each nominee is set forth in the listing below. The Fund does not intend to hold
annual meetings of shareholders unless shareholder action is required.
Accordingly, if elected each nominee will serve for a term of unlimited duration
until his or her term expires in accordance with the Fund's retirement policy or
until the next meeting of shareholders at which Trustees are elected, whichever
is earlier. The Fund's retirement policy, adopted at a Board meeting in June
1999, calls for the retirement of Trustees when they reach the age of 75,
although Trustees who were 75 at the time of the June 1999 meeting will be
allowed to serve an additional two years.
The increase in the size of the Board and the nomination of the individuals
identified below to serve as the Board members reflects the Board's belief that
the Fund will benefit from the diversity and experience of the nominees that
would comprise the expanded Board. These nominees have had distinguished careers
in business, finance, and other areas and will bring a wide range of experience
to the Board.
3
<PAGE> 6
One of the nominees who is not currently a Trustee, Mr. Garland, is
currently a director of The Govett Funds, Inc. It is currently being
contemplated that certain investment series of The Govett Funds, Inc. be
reorganized with and into Portfolios of the Fund (the "Govett Reorganizations").
The Govett Reorganizations are contingent on the approval of the shareholders of
The Govett Funds, Inc. and exemptive action by the Securities and Exchange
Commission ("SEC"). In light of the Govett Reorganizations, the Board believes
that the election of Mr. Garland would be beneficial to the Fund and to Fund
shareholders. If elected by shareholders of the Fund, Mr. Garland would not
serve as a Trustee until the completion of the Govett Reorganizations.
The other nominee who is not currently a Trustee, Mr. Gold, is currently
the Executive Vice President responsible for the Asset Management Group of
Allfirst Financial Inc., a diversified financial services company headquartered
in Baltimore, Maryland, and parent company of Allfirst Bank and Allied
Investment Advisors, Inc. ("AIA"), the Fund's adviser. While it is common for a
representative of the investment adviser to serve on the Board of an investment
company, the Glass-Steagall Act historically prohibited bank officers and
employees (such as Mr. Gold) from serving as trustees or officers of
SEC-registered investment companies. The recent Gramm-Leach-Bliley Act removed
these prohibitions, effective in March 2000. The Board feels that the election
of Mr. Gold would be beneficial to the Fund and Fund shareholders because, among
other reasons, it would result in a representative of AIA assuming the
responsibilities of serving as a Board member in addition to contributing AIA's
perspective to the management of the Fund.
Six of the nominees have no affiliation with AIA or SEI Investments Mutual
Funds Services (the Fund's administrator) and would be Trustees who are not
"interested persons" of the Fund under the meaning of Section 2(a)(19) of the
Investment Company Act of 1940 ("Independent Trustees"). Independent Trustees
are charged with special responsibilities, among other things, to approve
investment advisory, distribution and similar agreements between the Fund and
management. They also constitute the members of the Board's Audit Committee. In
the course of their duties, Independent Trustees must review and understand
large amounts of financial and technical material and must be willing to devote
substantial amounts of time to their duties.
Each nominee has consented to be named in this Proxy Statement and has
indicated a willingness to serve if elected.
The following table sets forth information relating to the compensation
paid to Trustees and Board nominees during the past fiscal year:
COMPENSATION TABLE
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE PAID TO TRUSTEES FROM
COMPENSATION FROM FUND AND FUND
TRUSTEES AND NOMINEES FUND COMPLEX(1)
--------------------- ----------------- ---------------------
<S> <C> <C>
Cowie, Jr., William H. .................................. $25,000 $25,000
Downes, David, D. ....................................... $20,000 $20,000
Garland, Sir Victor...................................... $ 0 $ 0
Gold, Rick A. ........................................... $ 0 $ 0
Kerr, Charlotte R.(2).................................... $28,750 $28,750
Schweizer, Thomas........................................ $20,000 $20,000
Seidel, Richard B. ...................................... $20,000 $20,000
</TABLE>
---------------
(1) The Fund's Trustees do not receive any pension or retirement benefits from
the Fund as compensation for the services as Trustees. The Fund is the sole
investment company in the fund complex.
(2) Ms. Kerr earned $8,750 in deferred compensation for Board service in
previous years.
It is the intention of the persons named in the accompanying form of Proxy
to vote for the election of William H. Cowie, Jr., David D. Downes, Sir Victor
Garland, Rick A. Gold, Charlotte R. Kerr, Thomas
4
<PAGE> 7
Schweizer and Richard B. Seidel. Messrs. Cowie, Downes, Schweizer and Seidel and
Ms. Kerr are currently Trustees. The nominees for Trustees were selected by the
Board, including all Independent Trustees, on April 4, 2000. Only Messrs. Cowie,
Schweizer and Ms. Kerr have previously been elected by shareholders (in 1993).
Messrs. Downes and Seidel were elected by the Board of Trustees in 1995 and
1998, respectively.
The following table sets forth certain information concerning each of the
nominees and each Trustee of the Fund standing for reelection.
INFORMATION REGARDING TRUSTEES AND NOMINEES
<TABLE>
<CAPTION>
SHARES OF
BENEFICIAL
NAME, DATE OF BIRTH, BUSINESS EXPERIENCE DURING THE POSITION INTEREST OWNED
PAST FIVE YEARS AND OTHER DIRECTORSHIPS WITH FUND AT MAY 3, 2000
--------------------------------------------------- ------------- -------------------------
<S> <C> <C>
William H. Cowie, Jr. (1/24/31): Prior to retirement, Trustee Money Market Portfolio:
Mr. Cowie was Chief Financial Officer (1991-1995) of 10,124 Class A
Pencor, Inc. (developers of environmental projects).
Prior to 1991, Mr. Cowie was Vice Chairman of Signet Small-Cap Equity
Banking Corporation. Portfolio: 40,976 Class A
Blue Chip Equity
Portfolio: 46,631 Class A
David D. Downes (7/16/35): Mr. Downes is an attorney Trustee Money Market Portfolio:
in private practice (since October 1996). Prior 144,731 Institutional
thereto he was a partner (1989-1995) and of counsel Class.
(1995-Sept. 1996) of Venable, Baetjer & Howard (law
firm). Mid-Cap Equity Portfolio:
1,755 Institutional Class
Sir Victor Garland (5/5/34): Private investor since Nominee for 0
1984 and President of The Govett Funds, Inc. and a Trustee
director of a number of U.K. public companies. He is
the former Australian Ambassador to the U.K. and a
former director of Prudential Assurance Corporation
in the U.K.
*Rick A. Gold (8/4/49): Executive Vice President of President and Equity Index Portfolio:
the Asset Management Group of Allfirst Financial Nominee for 8,863 Institutional Class
Inc., a financial services company headquartered in Trustee
Baltimore, MD, and parent company to Allfirst Bank Small-Cap Equity
and AIA. Portfolio: 2,494
Institutional Class
Value Equity Portfolio:
6,271 Institutional Class
Charlotte R. Kerr (9/26/46): Ms. Kerr is Practitioner Trustee 0
and faculty member at the Traditional Acupuncture
Institute.
Thomas Schweizer (8/21/22): Prior to his retirement Trustee 0
in 1987, Mr. Schweizer was self-employed. He
currently is a board member of various charity
organizations and hospitals.
Richard B. Seidel (4/20/41): Mr. Seidel is a Director Trustee Capital Growth Portfolio:
and President (since 1994) of Girard Partners, Ltd. 1,570 Class A
(a registered broker-dealer).
</TABLE>
---------------
* Indicates "interested" Trustee, as defined by the Investment Company Act of
1940, by reason of his affiliation with AIA.
The Fund has an Audit Committee, the members of which are the Independent
Trustees. The Audit Committee makes recommendations to the Board with respect to
the engagement of independent accountants and reviews with the independent
accountants the plan and results of the audit engagement and matters having a
material effect upon the Fund's financial operations.
5
<PAGE> 8
There were four meetings of the Fund's Board of Trustees held during the
fiscal year ended April 30, 2000. The Audit Committee met two times during the
fiscal year ended April 30, 2000. No Trustee attended fewer than 75% of the
aggregate of the total number of meetings of the Board of Trustees and the Audit
Committee held during the 2000 fiscal year.
The executive officers of the Fund are listed in Appendix A. Officers are
elected periodically by the Board of Trustees.
REQUIRED VOTE
The nominees receiving the affirmative vote of a plurality of the votes
cast will be elected Trustees, provided a quorum is present. The presence in
person or by proxy of a majority of the shares entitled to vote constitutes a
quorum for the transaction of business.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
EACH OF THE NOMINEES UNDER PROPOSAL NO. 1.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
Shareholders are requested to ratify the selection by the Board of
Trustees, including all of the Independent Trustees, of KMPG LLP as the Fund's
independent accountants for the fiscal year ending April 30, 2001. In addition
to the normal audit services, KMPG LLP provides services in connection with the
preparation and review of federal and state tax returns for the Fund. KMPG LLP
has advised the Fund that it has no material direct or indirect financial
interest in the Fund or its affiliates. The Fund's Audit Committee recommended
that KMPG LLP be selected as the Fund's independent accountants for the current
fiscal year. The employment is conditioned on the right of the Fund to terminate
the employment forthwith without any penalty. A representative of KMPG LLP is
not expected to attend the Meeting.
REQUIRED VOTE
Approval of Proposal No. 2 requires the affirmative vote of a majority of
the votes cast with respect to Proposal No. 2 at the Meeting, provided a quorum
is present.
THE BOARD OF TRUSTEES, INCLUDING ITS INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THIS PROPOSAL NO. 2.
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISER
Investment advisory services are provided to the Fund's Portfolios by AIA,
100 E. Pratt Street, Baltimore, MD 21202. As of March 31, 2000, AIA, a
wholly-owned subsidiary of Allfirst Bank (formerly, First National Bank of
Maryland), had approximately $14.7 billion in assets under management.
DISTRIBUTION, ADMINISTRATIVE AND TRANSFER AGENCY SERVICES
SEI Investments Distribution Co., One Freedom Valley Drive, Oaks, PA 19456,
serves as the distributor of the Fund's shares. SEI Mutual Funds Services, One
Freedom Valley Drive, Oaks, PA 19456, serves as the Fund's administrator.
Allfirst Trust Company N.A., 25 S. Charles Street, Baltimore, MD 21201, also
provides administrative services to the Fund pursuant to a sub-administration
agreement with SEI Mutual Funds Services. The Fund's transfer agent is SEI
Investments Management Corporation, One Freedom Valley Drive, Oaks, PA 19456.
SEI Investments Management Corporation has subcontracted transfer agency
services to State Street Bank and Trust Company, One Heritage Drive, North
Quincy, MA 02171.
6
<PAGE> 9
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named as
proxies in the enclosed Proxy will vote thereon according to their best judgment
in the interests of the Fund.
SHAREHOLDER PROPOSALS
A shareholder's proposal intended to be presented at any subsequent meeting
of shareholders of the Fund must be received by the Fund a reasonable time
before the Board of Trustees makes the solicitation relating to such meeting, in
order to be included in the Fund's proxy statement and form of proxy relating to
such meeting. Shareholder proposals that are submitted in a timely manner will
not necessarily be included in the Fund's proxy materials. Inclusion of such
proposals is subject to limitations under the federal securities laws.
The Fund is not required to hold annual meetings of shareholders if the
election of Board members is not required under the Investment Company Act of
1940. It is the present intention of the Board not to hold annual meetings of
shareholders unless such shareholder action is required.
Dated: June 7, 2000
7
<PAGE> 10
APPENDIX A
OFFICER INFORMATION
<TABLE>
<CAPTION>
NAME (DATE OF BIRTH) OFFICE WITH THE TRUST PRINCIPAL OCCUPATIONS
-------------------- ---------------------------------- --------------------------------
<S> <C> <C>
Rick A. Gold President since April 2000 See p. 5 of the Proxy Statement.
(8/4/49)
James F. Volk Controller, Treasurer and Mr. Volk is Director of
(8/28/62) Principal Financial Officer since Investment Accounting
March 1997. Operations. He joined SEI
Investments Mutual Funds
Services in February 1996 and is
co-director of the International
Fund Accounting Group. From
December 1993 to January 1996,
Mr. Volk was Assistant Chief
Accountant of the SEC's Division
of Investment Management. Prior
to December 1993, Mr. Volk spent
nine years with Coopers &
Lybrand L.L.P., most recently as
a senior manager.
Thomas R. Rus Secretary since April 2000. Mr. Rus is Vice President and
(10/11/59) Trust Counsel of Allfirst Trust
Company N.A. and Allfirst Bank,
Compliance Officer of Allfirst
Trust Company N.A. and the Fund.
He has been with Allfirst Trust
Company N.A. since 1995.
Lydia A. Gavalis Vice President and Assistant Ms. Gavalis is Vice President
(6/5/64) Secretary since 1998. and Assistant Secretary of SEI
Investments Company (since
1998). Previously she was
Assistant General Counsel and
Director of Arbitration,
Philadelphia Stock Exchange
(1989-1998).
Timothy D. Barto Vice President and Assistant Mr. Barto is Vice President and
(3/28/68) Secretary since April 2000. Assistant Secretary of SEI
Investments Company (since
November 1999). Previously he
was an associate with Dechert
Price & Rhoads (law firm)
(1997-1999) and with Richter,
Miller & Finn (law firm)
(1994-1997).
Todd Cipperman Senior Vice President and General Mr. Cipperman was Vice President
(2/14/66) Counsel since November 1995 and Assistant Secretary of SEI
Investments from 1995 to 1999
and was promoted to Senior Vice
President and General Counsel in
2000. From 1994 to May 1995, Mr.
Cipperman was an associate with
Dewey Ballantine (law firm).
Prior to 1994, Mr. Cipperman was
an associate with Winston &
Strawn (law firm) since 1991.
Michele L. Dalton Vice President and Assistant Ms. Dalton is a Senior Vice
(2/16/59) Secretary since April 2000. President of Allfirst Financial
Inc. (since 1994). Prior to
1994, Ms. Dalton was Vice
President of First Colonial
Bankshares Corporation.
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
NAME (DATE OF BIRTH) OFFICE WITH THE TRUST PRINCIPAL OCCUPATIONS
-------------------- ---------------------------------- --------------------------------
<S> <C> <C>
Christine M. McCullough Vice President and Assistant Ms. McCullough is a Vice
(12/5/60) Secretary since April 2000. President and Assistant
Secretary of SEI Investments
(since November 1999). From 1991
to 1999, Ms. McCullough was an
associate with White and
Williams (law firm).
James R. Foggo Vice President and Assistant Mr. Foggo is Vice President and
(6/30/64) Secretary since 1998 Assistant Secretary of SEI
Investments (since 1998). In
1998, Mr. Foggo was an associate
with Paul Weiss, Rifkind,
Wharton & Garrison (law firm).
From 1995 to 1998, Mr. Foggo was
an associate with Baker &
McKenzie (law firm). From 1993
to 1995, Mr. Foggo was an
associate with Battle Fowler
L.L.P (law firm). Prior to 1990,
Mr. Foggo was Operations Manager
with The Shareholder Services
Group, Inc. (since 1986).
</TABLE>
9
<PAGE> 12
APPENDIX B
5% SHAREHOLDERS
<TABLE>
<CAPTION>
NAME AND ADDRESS PERCENT OF
OF SHAREHOLDER PORTFOLIO NUMBER OF SHARES PORTFOLIO
---------------- --------- ---------------- ----------
<S> <C> <C> <C>
Allfirst Financial Pension Plan Income 4,152,659 11.01%
Allfirst Bank - Mail Code 109-810
110 S. Paca Street
Baltimore, MD 21201
Balanced 11,708,286 49.13%
Mid-Cap Equity 591,621 11.07%
Small-Cap Equity 544,200 10.18%
Film-Allfirst Financial U.S. Government 1,003,200,000 65.10%
Allfirst Building Money Market
M/C 101-333
25 S. Charles Street
Baltimore, MD 21201
U.S. Treasury 185,300,000 44.43%
Money Market
IBEW Intl Off Reps & Assts Pen Plan Small-Cap Equity 471,053 11.57%
IBEW
1125-15th Street, N.W.
Washington, DC 20005-2765
Income 6,716,786 17.81%
IBEW Off Emp Pen Plan Mid-Cap Equity 270,792 5.01%
IBEW
1125-15th Street, N.W.
Washington, DC 20005-2765
Income 2,457,621 6.52%
MD Med Comp Ins-Equity Equity Index 623,645 5.82%
MD Medicine Comp Ins Program
11 South Paca Street Suite 200
Baltimore, MD 21201-1791
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
NAME AND ADDRESS PERCENT OF
OF SHAREHOLDER PORTFOLIO NUMBER OF SHARES PORTFOLIO
---------------- --------- ---------------- ----------
<S> <C> <C> <C>
Montgomery Co Bd Ed Ret Health/Life Balanced 1,280,637 5.37%
Montgomery County Public Schools
850 Hungerford Drive
Rockville, MD 20850-1747
Pinnacle Health System PP-ARK Index Equity Index 599,105 5.59%
Pinnacle Health System
PO Box 8700
Harrisburg, PA 17105-8700
Pollock Fdn, T/AS Equity Index 577,370 5.39%
S. Wilson Pollock & Grace M. Pollock
333 N 26th Street
Camp Hill, PA 17011
Pollock, S&G T/A Pennsylvania 1,399,302 8.13%
S. Wilson Pollock & Grace M. Pollock Tax-Free
333 N 26th Street
Camp Hill, PA 17011
SEI Trust Company Equity Index 880,289 8.22%
FBO Chevy Chase Trust
1 Freedom Valley Drive
Oaks, PA 19456
Smithco Profit Sharing Balanced 1,379,871 5.79%
L. B. Smith, Inc.
2001 State Road
Camp Hill, PA 17011
U of MD Med Pen Balanced 2,441,953 10.25%
Sr. Benefit Consultant
U of MD Med System
29 S. Green Street-Room 133
Baltimore, MD 21201
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11
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ArkTrust
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PROXY
ARK FUNDS
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456
Proxy for Annual Meeting of Shareholders
June 29, 2000
This Proxy is Solicited on Behalf of the Board of Trustees of ARK Funds
The undersigned Shareholder(s) of ARK Funds ("the Fund") hereby appoint(s) James
Foggo, Laurie Brooks and Timothy Barto, each of them (with full power of
substitution), the proxy or proxies of the undersigned to attend the Annual
Meeting of Shareholders ("the "Meeting") of the Fund to be held on Thursday,
June 29, 2000, and any adjournment thereof, to vote all of the shares of the
Fund that the signer would be entitled to vote on the proposals set forth below
if personally present at the Meeting and on any matters brought before the
Meeting, as is set forth in the Notice of Annual Meeting of Shareholders. Said
proxies are directed to vote or refrain from voting pursuant to the Proxy
Statement as checked below.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED HEREIN BY THE SIGNING
SHAREHOLDER(S). IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED FOR THE PROPOSAL.
PLEASE DATE, SIGN AND RETURN PROMPTLY
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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
ARK FUNDS
VOTE ON TRUSTEES
1. Proposal to elect a new Board of Trustees.
FOR ALL WITHHOLD ALL FOR ALL EXCEPT
The nominees for Trustees are:
01) William H. Cowie, Jr., 02) David D. Downes,
03) Sir Victor Garland, 04) Rick A. Gold,
05) Charlotte R. Kerr, 06) Thomas Schweizer and
07) Richard B. Seidel
TO WITHHOLD AUTHORITY TO VOTE, MARK "FOR ALL EXCEPT" AND WRITE THE
NOMINEE'S NUMBER ON THE LINE BELOW.
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2. Proposal to ratify the selection of KPMG LLP as independent accountants for
the fiscal year ending April 30, 2001.
FOR AGAINST ABSTAIN
3. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Annual Meeting of Shareholders and the Proxy Statement of the Board of
Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below the signature.
Date
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Shareholder sign here Co-owner sign here
