SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(b) 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
Alpha Select Funds
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(formerly TIP Institutional Funds)
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(Name of Registrant as Specified In Its Charter)
same
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(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:
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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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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ALPHA SELECT FUNDS
(FORMERLY, TIP INSTITUTIONAL FUNDS)
TURNER SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO
IMPORTANT SHAREHOLDER INFORMATION
The document you hold in your hands contains your proxy statement and proxy
card. A proxy card is, in essence, a ballot. when you vote your proxy card, it
tells us how to vote on your behalf on important issues relating to the fund. If
you simply sign the proxy card 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 your proxy
card, and return it to us. Voting your proxy, and doing so promptly, ensures
that the fund will not need to conduct additional mailings. When shareholders do
not return their proxies in sufficient numbers, we have to make follow-up
solicitations.
Please take a few moments to exercise your right to vote. Thank you.
<PAGE>
ALPHA SELECT FUNDS
(FORMERLY, TIP INSTITUTIONAL FUNDS)
TURNER SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO
Dear Shareholder:
A Special Meeting of Shareholders of the Turner Short Duration Government
Funds - One Year Portfolio (the "Fund") of Alpha Select Funds (formerly, TIP
Institutional Funds) and referred to herein as (the "Trust") has been scheduled
for May 24, 1999. If you are a shareholder of record as of the close of business
on April 9, 1999 ("Shareholder(s)"), you are entitled to vote at the meeting and
for 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, postage-paid 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 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 combined with and into a series of TIP Funds ("TIP Funds"), to be known
as the Turner Short Duration Government Funds - One Year Portfolio (the "TIP
Fund"). The TIP Fund currently has no assets and no shareholders. Upon approval
by Shareholders of the Fund, each holder of shares of the Trust's Turner Short
Duration Government Funds - One Year Portfolio will receive a number of shares
of the TIP Fund equal both in dollar value and in the number of shares to the
number of shares of the Turner Short Duration Government Funds - One Year
Portfolio owned by such holder at the time of the combination. As further
explained in the accompanying Proxy Statement, the Board of Trustees has
recommended approval of the combination.
We are proposing the Reorganization for two principal reasons:
o POTENTIALLY LOWER OPERATING EXPENSES: TIP Funds currently consists of
15 series with substantial assets. Once the Fund is reorganized into
TIP Funds, it will pay lower administrative and other fees due to the
higher asset levels of TIP Funds.
o SYNERGIES WITH OTHER TIP FUNDS: Eight TIP Funds are currently managed
by Turner Investment Partners, Inc. ("Turner"). Having all of the
Turner-advised Funds available in a single entity will facilitate
exchanges between the Funds. In addition, it is hoped that the Funds
will achieve operating efficiencies and realize economies of scale.
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Your vote is important to us. Please do not hesitate to call 1-888-TIP-7654
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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INFORMATION ABOUT YOUR PROXY STATEMENT
Q. WHY AM I RECEIVING THIS PROXY STATEMENT?
A. Alpha Select Funds (formerly, TIP Institutional Funds) (the "Trust")
seeks your approval of a Reorganization of the Trust's Turner Short
Duration Government Funds - One Year Portfolio (the "Fund") into a
series of TIP Funds known as the Turner Short Duration Government Funds
- One Year Portfolio (the "TIP Fund"). The Board of Trustees recommends
approval of the Reorganization because it believes that it will result
in a structure that more appropriately serves the needs of
Shareholders.
Q. HOW WILL THE REORGANIZATION WORK?
A. The Turner Short Duration Government Funds - One Year Portfolio will
transfer all of its assets and all of its liabilities to the TIP Fund
in return for shares of the TIP Fund equal in number and dollar value
to the net assets of the Fund transferred to the TIP Fund as of the
Reorganization date. Finally, the Turner Short Duration Government
Funds - One Year Portfolio will distribute the shares received by it
to its Shareholders in a liquidating distribution. Shareholders of the
Trust's Turner Short Duration Government Funds - One Year Portfolio
will thus effectively be converted into shareholders of the TIP Fund.
If the Plan is carried out as proposed, there will be no federal or
state tax consequences to the Fund or to its Shareholders.
Please refer to the Proxy Statement for a detailed explanation of the
proposal and for a more complete description of Alpha Select Funds, the
Fund and TIP Funds.
Q. HOW WILL THIS AFFECT MY ACCOUNT?
A. Following the reorganization, you will be a Shareholder of TIP Funds.
The Reorganization will not, however, affect the value of your account.
You can expect the same high level of management expertise and
shareholder services that you currently receive. Furthermore, because
the TIP Fund will have the same Portfolio Manager, policies and
investment objectives as your current fund, there will be no real
effect on your account.
Q. WHY DO I NEED TO VOTE?
A. Your vote is needed to ensure that the proposal can be acted upon. Your
immediate response on the enclosed Proxy Card will help prevent the
need for any further solicitations for a Shareholder vote. We encourage
all Shareholders to participate.
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Q. HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees of Alpha Select
Funds recommends that you vote "FOR" the item proposed on the enclosed
Proxy Card.
Q. WHO IS PAYING FOR EXPENSES RELATED TO THE SHAREHOLDER MEETING?
A. Turner Investment Partners, Inc., the sponsor of TIP Funds and Alpha
Select Funds, will pay the costs of the solicitation and the
Shareholder meeting.
Q. WHERE DO I MAIL MY PROXY CARD?
A. You may use the enclosed postage-paid envelope or mail your Proxy Card
to:
Alpha Select Funds
c/o Proxy Services
P.O. Box 9148
Farmingdale, NY 11735
You may also vote over the Internet or by telephone. Please follow the
enclosed instructions to utilize these methods of voting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS?
A. We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-888-TIP-7654 between 8:00 a.m. and 5:30 p.m.,
Eastern time, Monday through Friday.
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ALPHA SELECT FUNDS
(FORMERLY, TIP INSTITUTIONAL FUNDS)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 24, 1999
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
the Turner Short Duration Government Funds - One Year Portfolio (the "Fund") of
Alpha Select Funds (formerly, TIP Institutional Funds and referred to herein as
the "Trust") will be held at the offices of SEI Investments Company ("SEI
Investments"), Oaks, Pennsylvania 19456, on May 24, 1999, at 3:00 p.m., Eastern
time, for the purpose of considering the proposal set forth below.
At the Meeting, Shareholders of the Fund will be asked to consider and act upon
a proposed Agreement and Plan of Reorganization and Liquidation pursuant to
which the Fund will transfer all of its assets and liabilities to the
corresponding "shell" portfolio of TIP Funds in exchange for shares of the
Turner Short Duration Government Funds - One Year Portfolio (the "TIP Fund").
The TIP Fund is managed by the same Portfolio Manager as the Fund. The proposal
is more fully described in the attached Proxy Statement.
The persons named as proxies are authorized to vote on such other business as
may properly come before the Meeting in accordance with their own discretion.
All Shareholders are cordially invited to attend the Meeting. However, if you
are unable to attend the Meeting, you are requested to mark, sign and date the
enclosed Proxy Card 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. Please see the enclosed materials for Internet and telephone voting
instructions.
Shareholders of record at the close of business on April 9, 1999, are entitled
to notice of and to vote at the Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF TRUSTEES
JAMES W. JENNINGS, SECRETARY
April 28, 1999
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ALPHA SELECT FUNDS
(FORMERLY, TIP INSTITUTIONAL FUNDS)
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of Alpha Select Funds ("Alpha Select") for use at a
Special Meeting of Shareholders to be held on May 24, 1999 at 3:00 p.m., Eastern
time, at the offices of SEI Investments Company ("SEI Investments"), 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 Alpha Select Funds Turner Short Duration Government Funds - One Year
Portfolio (the "Fund") of record at the close of business on April 9, 1999
("Shareholder(s)"), are entitled to vote at the Meeting. As of April 9, 1999,
the approximate number of units of beneficial interest ("shares") issued and
outstanding for the Fund is set forth below:
FUND SHARES OUTSTANDING
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Turner Short Duration Government Funds - One Year Portfolio 130,694.78
Each whole share 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. Shareholders of each Class of Shares of
the Fund will vote together on the proposal.
In addition to the solicitation of proxies by mail, Trustees and officers of
Alpha Select, officers and employees of SEI Investments, the administrator and
shareholder servicing agent for Alpha Select Funds, Turner Investment Partners,
Inc. ("Turner") may solicit proxies in person or by telephone. Employees of SEI
Investments and Turner will not be compensated by the Trust 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 the solicitation and the Shareholder
meeting will be borne by Turner. The Proxy Card and this Proxy Statement are
being mailed to Shareholders on or about Wednesday, April 28, 1999.
Shares represented by duly executed proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time 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. You may also vote over the Internet or by
telephone. Please follow the enclosed instructions to utilize these methods of
voting.
<PAGE>
PROPOSAL
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
PROVIDING FOR THE TRANSFER OF THE ASSETS AND LIABILITIES OF THE TURNER
SHORT DURATION GOVERNMENT FUNDS - ONE YEAR PORTFOLIO, A PORTFOLIO OF
ALPHA SELECT FUNDS, IN EXCHANGE FOR SHARES OF THE TURNER SHORT DURATION
GOVERNMENT FUNDS - ONE YEAR PORTFOLIO, A PORTFOLIO OF TIP FUNDS.
SUMMARY OF THE TRANSACTION
The Meeting is being called in order to permit the Shareholders of the Trust's
Turner Short Duration Government Funds - One Year Portfolio to vote on an
Agreement and Plan of Reorganization and Liquidation (the "Agreement"). Assuming
approval by the Shareholders of the Fund, the Fund will transfer all of its
assets and liabilities to the corresponding "shell" portfolio of TIP Funds in
exchange for shares of the Turner Short Duration Government Funds - One Year
Portfolio (the "TIP Fund").
The Reorganization Agreement provides that the Fund will transfer all of its
assets and liabilities to the TIP Fund in return for shares of the TIP Fund
equal in number and dollar value to the net assets of the Fund transferred to
the TIP Fund on the Reorganization date. The assets of the Fund will be
transferred at their current value as of the Reorganization date. Finally, the
Fund will distribute the shares of the TIP Fund received by it to its
shareholders in a liquidating distribution. Shareholders of the Fund will thus
effectively be converted into shareholders of the TIP Fund. If the Plan is
carried out as proposed, there will be no federal or state tax consequences to
the Fund, the TIP Fund or either Fund's shareholders.
The Board of Trustees anticipates that the exchange of assets of the Funds for
shares of the Portfolios will occur on May 28, 1999. A copy of the Agreement is
attached to this Proxy Statement as Exhibit A, and the description of the
Agreement in this Proxy Statement is qualified in its entirety by reference to
Exhibit A.
DESCRIPTION OF THE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
The Agreement by and between Alpha Select, on behalf of the Fund, and TIP Funds,
on behalf of the TIP Fund, provides for the transfer of all, or substantially
all, of the assets of the Fund solely in exchange for shares of beneficial
interest of the TIP Fund and the assumption by the TIP Fund of all, or
substantially all, of the liabilities of the Fund, followed by the distribution
on the closing date of the TIP Fund shares to the holders of the Fund shares.
On the closing date for the Reorganization, which is anticipated to be May 28,
1999, if the Fund obtains Shareholder approval for the Reorganization, the Fund
will assign, deliver, and otherwise transfer all of its assets, and assign all
or substantially all of its liabilities, to the TIP Fund free and clear of all
liens and encumbrances, and the TIP Fund will acquire all the assets and will
assume all such liabilities of the Fund in exchange for shares of the TIP Fund.
In addition, the Agreement
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provides that the net asset value per share of the Fund and of the TIP Fund will
be equal in number and dollar value to the net assets of the Fund transferred to
the TIP Fund on the Reorganization date. Thereafter, the Trust will take all
necessary and proper steps to effect the complete termination of the Fund.
The Agreement also provides that TIP Funds will receive, prior to the closing,
an opinion of counsel to the effect that: (i) Alpha Select Funds and the Fund
are duly organized and validly existing under the laws of the State of Delaware;
(ii) Alpha Select Funds is an open-end management investment company registered
under the Investment Company Act of 1940 (the "1940 Act"); (iii) the Agreement
and the Reorganization provided for therein and the execution of the Agreement
have been duly authorized and approved by all requisite action of Alpha Select
Funds, and has been duly executed and delivered by Alpha Select Funds on behalf
of the Fund, and is a valid and binding obligation of the Fund, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, and similar laws or
court decisions regarding enforcement of creditors' rights generally; and (iv)
to the best of counsel's knowledge after reasonable inquiry, no consent,
approval, order, or other authorization of any federal or state court or
administrative or regulatory agency is required for Alpha Select Funds to enter
into the Agreement or carry out its terms on behalf of the Fund that has not
been obtained other than where the failure to obtain such consent, approval,
order, or authorization would not have a material adverse affect on the
operations of the Fund.
In addition, Alpha Select Funds shall have received, prior to the closing, an
opinion of counsel to the effect that: (i) TIP Funds and the TIP Fund are duly
organized and validly existing under the laws of the Commonwealth of
Massachusetts; (ii) TIP Funds is an open-end management investment company
registered under the 1940 Act; (iii) the Agreement and the Reorganization
provided for therein, and the execution of the Agreement have been duly
authorized and approved by all requisite action of TIP Funds, and has been duly
executed and delivered by TIP Funds, on behalf of the TIP Fund, and is a valid
and binding obligation of the TIP Funds, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions regarding
enforcement of creditors' rights generally; (iv) to the best of counsel's
knowledge after reasonable inquiry, no consent, approval, order or other
authorization of any federal or state court or administration or regulatory
agency is required for TIP Funds to enter into the Agreement or carry out its
terms on behalf of the TIP Fund that has not already been obtained, other than
where the failure to obtain any such consent, approval, order or authorization
would not have a material adverse effect on the operations of the TIP Fund; and
(v) the TIP Fund shares to be issued in the Reorganization have been duly
authorized and upon issuance thereof in accordance with the Agreement, will be
validly issued, fully paid and non-assessable.
TAX CONSEQUENCES OF THE REORGANIZATION
At the time of the closing, Alpha Select Funds and TIP Funds shall have received
an opinion of counsel substantially to the effect that, for federal income tax
purposes: (1) no gain or loss will be recognized by the Fund upon the transfer
of its assets in exchange solely for the TIP Fund's shares and the assumption by
the TIP Fund of the Fund's stated liabilities; (2) no gain or loss will be
recognized by the TIP Fund on its receipt of the Fund's assets in exchange for
the TIP Fund's shares and the assumption by the TIP Fund of the Fund's
liabilities; (3) the basis of the Fund's assets in the
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TIP Fund's hands will be the same as the basis of those assets in the Fund's
hands immediately before the conversion; (4) the TIP Fund's holding period for
the assets transferred to the TIP Fund by the Fund will include the holding
period of those assets in the Fund's hands immediately before the conversion;
(5) no gain or loss will be recognized by the Fund on the distribution of the
TIP Fund's shares to the Fund's Shareholders in exchange for their shares of the
Fund; (6) no gain or loss will be recognized to a Shareholder of the Fund as a
result of the Fund's distribution of the TIP Fund's shares to the Fund's
Shareholders in exchange for the Fund's Shareholders' shares of the Fund; (7)
the basis of the TIP Fund's shares received by the Fund's Shareholders will be
the same as the adjusted basis of that Fund's Shareholders' shares of the Fund
surrendered in exchange therefor; and (8) the holding period of the TIP Fund's
shares received by the Fund's Shareholders will include the Fund's Shareholders'
holding period for the Fund's Shareholders' shares of the Fund surrendered in
exchange therefor, provided that the Fund's shares were held as capital assets
on the date of the conversion.
The Reorganization is expected to qualify as a "reorganization" within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended
(the "Code"), with the TIP Fund and the Fund being "parties to a reorganization"
within the meaning of Section 368(b) of the Code. AS A CONSEQUENCE, THE
REORGANIZATION WILL BE TAX-FREE FOR THE TIP FUND, THE FUND AND SHAREHOLDERS.
DESCRIPTION OF ALPHA SELECT FUNDS AND THE FUND
Alpha Select Funds was organized under Delaware law as a business trust pursuant
to a Declaration of Trust dated October 25, 1993, and amended on November 23,
1998. Alpha Select Funds is an open-end management investment company registered
under the 1940 Act, and has authorized capital consisting of an unlimited number
of units of beneficial interest without par value of separate series. The Fund
is a duly organized and validly existing series of Alpha Select Funds.
The Fund seeks to provide maximum total return consistent with preservation of
capital and prudent investment management. Under normal market conditions, the
Fund invests at least 65% of the value of its total assets in obligations either
issued or guaranteed by the U.S. Government, its agencies and instrumentalities
(U.S. Government securities). Certain of the obligations, including U.S.
Treasury bills, notes and bonds and mortgage-related securities of the
Government National Mortgage Association ("GNMA"), are issued or guaranteed by
the U.S. Government. Other securities issued by U.S. Government agencies or
instrumentalities are supported only by the credit of the agency or
instrumentality, such as those issued by the Federal Home Loan Bank, while
others, such as those issued by Fannie Mae and the Student Loan Marketing
Association, have an additional line of credit with the U.S. Treasury.
Under normal circumstances, the Fund seeks to maintain an average effective
duration comparable to or less than that of one-year U.S. Treasury bills.
Effective duration is an indicator of a security's price volatility or risk
associated with changes in interest rates. Because Turner seeks to manage
interest rate risk by limiting effective duration, the Fund may invest in
securities of any maturity. See "Effective Duration."
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The balance of the Fund's assets may be invested in cash and high grade debt
securities, shares of other investment companies, including privately issued
mortgage-related securities and general obligation bonds and notes of various
states and their political subdivisions, rated within the three highest grades
assigned by S&P (AAA, AA or A), Moody's (Aaa, Aa or A), or Fitch Investor
Services, Inc. ("Fitch") (AAA, AA or A), or, if unrated by S&P, Moody's and/or
Fitch, judged by Turner to be of comparable quality.
The relative proportions of the Fund's net assets invested in the different
types of permissible investments will vary from time to time depending upon
Turner's assessment of the relative market value of the sectors in which the
Fund invests. In addition, the Fund may purchase securities that are trading at
a discount from par when Turner believes there is a potential for capital
appreciation.
The Fund may enter into forward commitments or purchase securities on a when
issued basis, and may invest in variable or floating rate obligations. The Fund
may enter into futures and options transactions. The Fund may invest up to 10%
of its net assets in illiquid securities.
For temporary defensive purposes, during periods when Turner determines that
market conditions warrant, the Fund may invest up to 100% of its assets in money
market instruments and in cash.
EFFECTIVE DURATION
Most debt securities provide interest ("coupon") payments in addition to a final
("par") payment at maturity. Some debt securities also have call provisions
allowing the issuer to repay the instrument in full before the stated maturity
date. Depending on the relative magnitude of these payments, the market values
of debt securities respond differently to changes in the level and structure of
interest rates. Effective duration was developed because the standard duration
calculation does not always properly reflect the interest rate risk of a
security.
Effective duration is a measure of the expected change in value of a fixed
income security for a given change in interest rates. For example, if interest
rates rose by one percent, the value of a security having an effective duration
of two generally would decrease by two percent.
Turner uses sophisticated analytical techniques to arrive at an effective
duration that incorporates the economic life of a security into the
determination of its interest rate risk. These techniques may involve Turner's
estimates of future economic parameters that may vary from actual future values.
The Fund expects that, under normal circumstances, the dollar weighted stated
maximum average maturity (or period until the next interest rate reset date) of
the Fund's portfolio securities may be longer than its average portfolio
effective duration and, although unlikely, in some cases could be as long as 30
years.
RISKS. The investment policies of the Fund entail certain risks and
considerations of which investors should be aware. The prices of the Fund's
fixed income securities respond to economic developments, particularly interest
rate changes, as well as to perceptions about the creditworthiness of individual
issuers, including governments. Generally, the Fund's fixed income securities
will decrease in value if interest rates rise and vice versa, and the volatility
of lower rated securities is
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even greater than that of higher rated securities. Also, longer-term securities
are generally more volatile, so the average maturity or duration of these
securities affects risk.
Although the Fund's U.S. Government securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates. Obligations issued by some U.S. Government agencies are
backed by the U.S. Treasury, while others are backed solely by the ability of
the agency to borrow from the U.S. Treasury or by the agency's own resources,
and are subject to slightly greater risks.
Mortgage-backed securities are fixed income securities representing an interest
in a pool of underlying mortgage loans. They are sensitive to changes in
interest rates, but may respond to these changes differently from other fixed
income securities due to the possibility of prepayment of the underlying
mortgage loans. As a result, it may not be possible to determine in advance the
actual maturity date or average life of a mortgage-backed security. Rising
interest rates tend to discourage refinancings, with the result that the average
life and volatility of the security will increase, exacerbating its decrease in
market price. When interest rates fall, however, mortgage-backed securities may
not gain as much in market value because of the expectation of additional
mortgage prepayments that must be reinvested at lower interest rates. Prepayment
risk may make it difficult to calculate the average maturity of the Fund's
mortgage-backed securities and, therefore, to assess the volatility risk of the
Fund.
INVESTMENT ADVISER. Turner serves as investment adviser to the Fund pursuant to
an investment advisory agreement dated January 1, 1998 (the "Advisory
Agreement"). The Fund's Advisory Agreement with Turner provides, in part, that
Turner make investment decisions for the assets of the Fund and continuously
reviews, supervises and administers the Fund's investment programs, subject to
the supervision of, and policies established by, the Trustees of the Trust.
Turner is entitled to receive advisory fees of 0.25% of average daily net assets
from the Fund. However, it has contractually agreed to cap fund expenses at
0.36%, and, in doing so, has waived or reimbursed $117,237 in fund fees and
expenses since January 1998.
James I. Midanek, a Fixed Income Portfolio Manager of Turner Investment
Partners, Inc., is the portfolio manager of the Fund. Mr. Midanek joined Turner
in 1997. Prior to joining Turner, Mr. Midanek was Chief Investment Officer of
Solon Asset Management, L.P., which he founded in 1989, and Portfolio Manager of
the Fund. From 1992 to 1994, Mr. Midanek was Chief Investment Officer to the
Fixed Income Group of Montgomery Asset Management, L.P., where he managed four
institutional fixed income funds. In January 1998, Turner acquired the assets of
Solon Asset Management, L.P., the original adviser to the Fund.
DESCRIPTION OF TIP FUNDS AND THE TIP FUND
TIP Funds was organized under Massachusetts law as a business trust pursuant to
an Agreement and Declaration of Trust dated January 26, 1996, as amended and
restated on February 21, 1997. TIP Funds is an open-end management investment
company registered under the 1940 Act which has authorized capital consisting of
an unlimited number of units of beneficial interest, each with a par value of
$0.00001, of each of the separate series of TIP Funds. The TIP Fund, is a duly
organized
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and validly existing series of TIP Funds.
The TIP Fund seeks to provide maximum total return consistent with preservation
of capital and prudent investment management. Under normal market conditions,
the TIP Fund will invest at least 65% of the value of its total assets in
obligations either issued or guaranteed by the U.S. Government, its agencies and
instrumentalities. Moreover, under normal circumstances, the TIP Fund will seek
to limit fluctuations in principal, and reduce interest rate risk by maintaining
average effective durations no greater than those of one-year U.S. Treasury
notes.
Following the conclusion of the Reorganization, Turner will serve as investment
adviser to the TIP Fund pursuant to an investment advisory agreement which
provides, in part, that Turner make investment decisions for the assets of the
TIP Fund and continuously reviews, supervises and administers the TIP Fund's
investment programs, subject to the supervision of, and policies established by,
the Trustees of the Trust. Turner is entitled to receive advisory fees of 0.25%
of average daily net assets from the TIP Fund. However, it has contractually
agreed to cap expenses of the TIP Fund at 0.36%, and, in doing so, has waived or
reimbursed $117,237 in fees and expenses of the TIP Fund since January 1998.
EXCEPT AS NOTED BELOW, THE INVESTMENT OBJECTIVE, POLICIES AND RISKS OF THE TIP
FUNDS ARE IDENTICAL TO THOSE OF THE FUND.
The tables below set forth comparative fee information (after waivers and
reimbursements) for both classes of the Fund and the TIP Fund:
<TABLE>
<CAPTION>
- ------------------------------------------ ------------------------------------ ------------------------------------
ALPHA SELECT TIP FUNDS
TURNER SHORT DURATION GOVERNMENT TURNER SHORT DURATION GOVERNMENT
INSTITUTIONAL CLASS SHARES FUNDS - ONE YEAR PORTFOLIO FUNDS - ONE YEAR PORTFOLIO
- ------------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Investment Advisory Fees (after fee
waivers) 0.25% 0.25%
- ------------------------------------------ ------------------------------------ ------------------------------------
Other Expenses (after expense
reimbursements)(1) 0.11% 0.11%
- ------------------------------------------ ------------------------------------ ------------------------------------
Total Operating Expenses (after fee
waivers and expense reimbursements)
0.36%(2) 0.36%(2)
- ------------------------------------------ ------------------------------------ ------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------ ------------------------------------ ------------------------------------
ALPHA SELECT TIP FUNDS
TURNER SHORT DURATION GOVERNMENT TURNER SHORT DURATION GOVERNMENT
ADVISER CLASS SHARES FUNDS - ONE YEAR PORTFOLIO FUNDS - ONE YEAR PORTFOLIO
- ------------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Investment Advisory Fees (after fee
waivers) 0.25% 0.25%
- ------------------------------------------ ------------------------------------ ------------------------------------
Other Expenses (after expense
reimbursements)(1) 0.36% 0.36%
- ------------------------------------------ ------------------------------------ ------------------------------------
Total Operating Expenses (after fee
waivers and expense reimbursements)
0.61%(2) 0.61%(2)
- ------------------------------------------ ------------------------------------ ------------------------------------
</TABLE>
7
<PAGE>
(1) Absent fee waivers and expense reimbursements, other expenses for the
Institutional and Adviser class shares would have been 10.58% and
10.83%, respectively, and total operating expenses would have been
10.83% and 11.08%, respectively.
(2) Total operating expenses for the Fundare based on the most recent
fiscal year. For the TIP Funds, these amounts are estimates based on
the historical expenses incurred by the Fund. Turner has contractually
agreed to waive fees and to reimburse expenses in order to keep total
operating expenses of the Institutional and Adviser Class Shares from
exceeding 0.35% and 0.61%, respectively, for a period of one year
ending January 31, 2000, or from exceeding 1.61% and 1.86%,
respectively, in any subsequent year.
REASONS FOR THE REORGANIZATION
Turner and its predecessor have served as investment adviser to the Fund since
its inception. In the interests of obtaining increased efficiencies relating to
investment management and operational issues, Turner determined to propose to
the Alpha Select Funds Trustees and to the Fund's Shareholders, the transfer of
the assets of the Fund, into a newly-organized portfolio of TIP Funds, the TIP
Fund. The TIP Fund has an identical investment objective and comparable
investment policies to that of the Fund. It is believed that the total operating
expenses of the TIP Fund and the Fund (after fee waivers) will be equal to or
lower than that of the Trust. Specifically, the Trustees of Trust are proposing
the Reorganization for two principal reasons:
o POTENTIALLY LOWER OPERATING EXPENSES: TIP Funds currently consists of
15 series with substantial assets. Once the Fund is reorganized into
TIP Funds, it will pay lower administrative and other fees due to the
higher asset levels of TIP Funds.
o SYNERGIES WITH THE OTHER TIP FUNDS: Eight TIP Funds are currently
managed by Turner Investment Partners, Inc. Having all of the
Turner-advised Funds available in a single entity will facilitate
exchanges between the Funds. In addition, it is hoped that the Fund
will achieve operating efficiencies and will realize economies of
scale.
CONSIDERATIONS OF THE TRUSTEES OF THE ALPHA SELECT FUNDS
At a Meeting held on March 29, 1999, the Trustees of Alpha Select Funds
reviewed the Agreement and the terms of the Reorganization and determined that
the Reorganization is in the best interests of the Fund and the Fund's
Shareholders, and that the interests of the Fund's Shareholders will not be
diluted as a result of the Reorganization.
In making this determination, the Trustees carefully reviewed the terms and
provisions of the Agreement, the substantial similarity of the objectives,
policies and restrictions of the Fund and the TIP Fund, the tax consequences of
the Reorganization to the Fund and their Shareholders, and the
8
<PAGE>
expense ratios of the Fund and the TIP Fund. In addition, the Trustees
considered the performance of the Fund since its inception, the nature and
quality of the services expected to be rendered to the TIP Fund by Turner, as
well as the services provided by Turner to the Fund, the fact that the
compensation payable to Turner will be the same for the Fund as for the TIP
Fund, the history, reputation, qualification and background of Turner and the
qualifications of their personnel and their financial condition, and the
benefits expected to be realized by the Shareholders of the Fund as a result of
the Reorganization, including the potential efficiencies and economies of scale
discussed in "Reasons for the Reorganization."
AFTER CAREFUL REVIEW AND CONSIDERATION, THE TRUSTEES HAVE DETERMINED TO
RECOMMEND THAT THE SHAREHOLDERS OF THE FUND APPROVE THE AGREEMENT AND THE
REORGANIZATION TRANSACTION. IF THIS RECOMMENDATION IS NOT ADOPTED BY
SHAREHOLDERS OF THE FUND, THE FUND WILL CONTINUE TO OPERATE IN THE SAME MANNER
AS PRIOR TO THE PROPOSED REORGANIZATION.
COMPARISON OF THE INVESTMENT OBJECTIVES AND POLICIES OF THE FUND AND THE TIP
FUND
The newly organized TIP Fund has an investment objective that is identical to
the investment objective of the Fund. The TIP Fund, however, has slightly
increased investment flexibility. DESPITE THIS INCREASED FLEXIBILITY, HOWEVER,
IT IS NOT ANTICIPATED THAT THE ACTUAL INVESTMENT STRATEGIES THAT WILL BE
EMPLOYED BY TURNER FOR THE TIP FUND WILL BE MATERIALLY DIFFERENT THAN THOSE
TURNER HAS EMPLOYED FOR THE FUND.
As mentioned above, the TIP Fund will have an increased investment flexibility,
despite the fact that Turner has no present intention of changing the investment
strategy of the TIP Fund. For example, the TIP Fund will have slightly increased
flexibility to borrow money for temporary defensive purposes and to lend a
slightly higher percentage of its assets to third parties. While this may give
the TIP Fund more flexibility, Turner has no present intention of engaging in
investment techniques that are different from the techniques currently utilized
by the Fund.
In addition, the Alpha Select Funds and TIP Funds each have a different Board of
Trustees. However, TIP Funds has the same administrator, custodian, distributor
and transfer agent as the Alpha Select Funds, as well as the same principal
executive officers. Please see "Additional Information About the Funds and Other
Matters."
INVESTMENT ADVISORY INFORMATION
Turner Investment Partners, Inc., is a professional investment management firm
founded in March, 1990. Robert E. Turner is the Chairman and controlling
shareholder of Turner. As of January 31, 1999, Turner had discretionary
management authority with respect to approximately $3.2 billion of assets.
Turner has provided investment advisory services to investment companies since
1992. The principal business address of Turner is 1235 Westlakes Drive, Suite
350, Berwyn, Pennsylvania 19312.
Turner serves as the investment adviser for the Fund under an investment
advisory agreement.
9
<PAGE>
Under the advisory agreement, Turner continuously reviews, supervises and
administers the Fund's investment programs, subject to the supervision of, and
policies established by, the Trustees of the Trust. The same portfolio
management personnel will manage the TIP Funds.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE ALPHA SELECT FUNDS VOTE FOR
THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION AND
LIQUIDATION.
SHAREHOLDER RIGHTS
GENERAL. Alpha Select Funds was established as a business trust under Delaware
law by a Declaration of Trust dated October 25, 1993, and amended and restated
as of November 23, 1998. The Fund is also governed by its By-Laws and by
applicable Delaware law.
TIP Funds was established as a business trust under Massachusetts law by a
Declaration of Trust dated January 26, 1996, and amended and restated as of
February 21, 1997. The TIP Fund is also governed by its By-Laws and by
applicable Massachusetts law.
SHARES. Alpha Select Funds is authorized to issue an unlimited number shares of
beneficial interest, with no par value, from an unlimited number of series
(portfolios) of shares. The shares of each Alpha Select Fund have no preference
as to conversion, exchange, dividends, retirement or other features, and have no
preemptive rights.
TIP Funds is authorized to issue an unlimited number shares of beneficial
interest, with a par value of $0.00001 per share, from an unlimited number of
series (portfolios) of shares. The shares of each TIP Fund have no preference as
to conversion, exchange, dividends, retirement or other features, and have no
preemptive rights.
SHAREHOLDER VOTING. Shareholders of Alpha Select Funds have identical voting
rights. Shareholders are entitled to one vote for each dollar of net asset value
of such share (carried to two decimal places) and fractional votes for
fractional shares. At shareholder meetings, the holders of 40% of a portfolio's
shares entitled to vote at the meeting generally constitute a quorum.
Shareholders of a class have exclusive voting rights regarding any matter
submitted to shareholders that relates solely to that class of shares, and
separate voting rights on any other matter submitted to shareholders in which
the interests of the shareholders of that class differ from the interests of
holders of any other class.
Shareholders of TIP Funds have virtually identical voting rights.
SHAREHOLDER MEETINGS. Annual meetings of shareholders of Alpha Select Funds will
not be held, but special meetings of shareholders may be held under certain
circumstances. A meeting will be held to vote on the removal of a Trustee(s) of
a Fund if requested in writing by the holders of not less than 10% of the
outstanding shares of the Fund. The Fund will assist in shareholder
communications in such matters to the extent required by law.
10
<PAGE>
TIP Funds has similar voting provisions.
ELECTION AND TERM OF TRUSTEES. The Trust's affairs are supervised by the
Trustees under the laws governing business trusts in the State of Delaware.
Trustees of Alpha Select Funds are elected by a majority vote of a quorum cast
by written ballot at the regular meeting of shareholders, if any, or at a
special meeting held for that purpose. Trustees hold office until their
successors are duly elected and qualified or until their death, removal or
resignation. Shareholders may remove a Trustee by vote of a majority of the
votes entitled to be cast for the election of directors and may elect a
successor to fill a resulting vacancy. A Trustee elected thereby serves for the
balance of the term of the removed Trustee.
TIP Funds has similar requirements regarding Trustees, except it is governed by
the laws of the Commonwealth of Massachusetts.
SHAREHOLDER LIABILITY. Shareholders of the Trust are not personally liable for
the obligations of the Alpha Select Funds.
The shareholders of the TIP Funds generally are not personally liable for the
acts, omissions or obligations of the Trustees or of TIP Funds.
LIABILITY OF TRUSTEES. The Trustees shall not be personally liable for any
obligation of the Alpha Select Funds. The Fund will indemnify its Trustees and
officers out of Fund assets against all liabilities and expenses except for
liabilities arising from such person's self-dealing, willful misconduct or
recklessness.
TIP Funds has similar provisions regarding Trustee liability.
ADDITIONAL INFORMATION ABOUT THE FUNDS AND OTHER MATTERS
THE ADMINISTRATOR. SEI Investments Mutual Funds Services (the "Administrator")
provides both Alpha Select Funds and TIP Funds with administrative services,
including regulatory reporting and all necessary office space, equipment,
personnel, and facilities.
The Administrator also serves as shareholder servicing agent for both Alpha
Select Funds and TIP Funds under a shareholder servicing agreement with each
Trust.
THE TRANSFER AGENT AND CUSTODIAN. DST Systems, Inc. (the "Transfer Agent"), 330
W. 9th Street, Kansas City, Missouri 64105, serves as the transfer agent and
dividend disbursing agent for both Alpha Select Funds and TIP Funds under a
transfer agency agreement with each Trust. First Union National Bank, Broad and
Chestnut Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as the
custodian (the "Custodian") of Alpha Select Funds and TIP Funds.
THE DISTRIBUTOR. SEI Investments Distribution Co. ("SIDCO"), Oaks, Pennsylvania
19456, a wholly-owned subsidiary of SEI Investments Company, acts as distributor
for both Alpha Select
11
<PAGE>
Funds and TIP Funds pursuant to a distribution agreement (the "Distribution
Agreement"). No compensation is paid to the Distributor for its distribution
services to TIP Funds.
PORTFOLIO TRANSACTIONS. For Alpha Select Funds' fiscal period ended September
30, 1998, the Fund did not pay brokerage commissions to affiliates of the Funds.
VOTING INFORMATION
ADJOURNMENT. In the event that sufficient votes in favor of the Proposal 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 in
the aggregate to permit further solicitation of proxies with respect to the
Proposal. 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
Proposal. They will vote against any such adjournment those proxies required to
be voted against the Proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by Turner.
REQUIRED VOTE. Shares represented by a properly executed proxy will be voted in
accordance with the instructions thereon, or if no specification is made, the
shares will be voted "FOR" the approval of the Reorganization Agreement.
Approval of the Proposal with respect to the Fund requires the affirmative vote
of a majority of the Shareholders of the Fund.
Abstentions and "broker non-votes" will not be counted for or against the
Proposal, but will be counted for purposes of determining whether a quorum is
present. Abstentions and broker non-votes will be counted as votes present for
purposes of determining the number of voting securities present at the Meeting,
and will therefore have the effect of counting against the Proposal.
5% SHAREHOLDERS. As of April 9, 1999, the following persons were the only
persons who were, to the knowledge of Alpha Select Funds, beneficial owners of
5% or more of shares of the Funds:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF PERCENTAGE OF
CLASS BENEFICIAL OWNER NUMBER OF SHARES FUND'S SHARES
----- ---------------- ---------------- -------------
<S> <C> <C> <C>
Institutional Solon Asset Management 11,083.477 10.86%
1981 N. Broadway Ste 325
Walnut Creek, CA 94596-3873
Charles Schwab & Co. 83,447.636 81.79%
101 Montgomery Street
San Francisco, CA 94104-4122
Adviser KCB Services and Company 6,564.317 44.18%
FBO Everett W. Kindig
Quads Trust Compnay
PO Box 4310
Frederick, MD 21705-4310
KCB Services and Company 8,273.366 55.60%
FBO Oscar Capps
Quads Trust Compnay
PO Box 4310
Frederick, MD 21705-4310
</TABLE>
12
<PAGE>
The Alpha Select Fund's Trustees and officers beneficially own less than 1% of
the shares of Alpha Select Funds.
OTHER INFORMATION
SHAREHOLDER PROPOSALS. Alpha Select Funds 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
Secretary of Alpha Select Funds c/o SEI Investments Company, Legal Department,
Oaks, Pennsylvania 19456.
REPORTS TO SHAREHOLDERS. Alpha Select Funds will furnish, without charge, a copy
of the most recent Annual Report to Shareholders of the Funds and the most
recent Semi-Annual Report succeeding such Annual Report, if any, on request.
Requests should be directed to Alpha Select Funds, or by calling 1-888-TIP-7654.
OBTAINING ADDITIONAL INFORMATION. Information about TIP Funds and Alpha Select
Funds, including the prospectus, SAI, and shareholder reports of the Fund, may
be obtained from the SEC in any of the following ways: (1) in person: you may
review and copy documents in the SEC's Public Reference Room in Washington, D.C.
(for information call 1-800-SEC-0330); (2) on-line: you may retrieve information
from the SEC's web site at "http://www.sec.gov"; or (3) mail: you may request
documents, upon payment of a duplicating fee, by writing to SEC, Public
Reference Section, Washington, D.C. 20549-6009. To aid you in obtaining this
information, TIP Funds' 1940 Act registration number is 811-07527 and Alpha
Select Funds' 1940 Act registration number is 811-08104.
13
<PAGE>
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.
SHAREHOLDER INQUIRIES. Shareholder inquiries may be addressed to Alpha Select
Funds in writing at the address on the cover page of this Proxy Statement or by
telephoning 1-888-TIP-7654.
---------------------
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED TO
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE OVER THE
INTERNET OR BY TELEPHONE. PLEASE FOLLOW THE ENCLOSED INSTRUCTIONS TO UTILIZE
THESE METHODS OF VOTING.
14
<PAGE>
EXHIBIT A
FORM OF AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of March 29,
1999 (the "Agreement"), by and between the Alpha Select Funds (the "Trust"), a
Delaware business trust, on behalf of the Turner Short Duration Government Funds
- - One Year Portfolio (the "Acquired Fund"), and the TIP Funds ("TIP Funds") a
Massachusetts business trust, on behalf of the Turner Short Duration Government
Funds - One Year Portfolio (the "Acquiring Fund").
WHEREAS, the Trust was organized under Delaware law as a business trust
under a Declaration of Trust dated October 26, 1993 and amended on November 23,
1998. The Trust is an open-end management investment company registered under
the Investment Company Act of 1940 ("1940 Act"). The Trust has authorized
capital consisting of an unlimited number of units of beneficial interest of
separate series of the Trust. The Acquired Fund is a duly organized and validly
existing series of the Trust;
WHEREAS, the TIP Funds was organized under Massachusetts law as a business
trust under a Declaration of Trust dated January 26, 1996, and amended on
February 21, 1997. TIP Funds is an open-end management investment company
registered under the 1940 Act, as amended. TIP Funds has authorized capital
consisting of an unlimited number of units of beneficial interest of separate
series of TIP Funds. The Acquiring Fund is a duly organized and validly existing
series of TIP Funds;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree to effect the transfer of all of the assets of the
Acquired Fund solely in exchange for the assumption by the corresponding
Acquiring Fund of all or substantially all of the liabilities of the Acquired
Fund and units of beneficial interest of the corresponding Acquiring Fund
("Acquiring Fund Shares") followed by the distribution, at the Effective Time
(as defined in Section 9 of this Agreement), of such Acquiring Fund Shares to
the holders of units of beneficial interest of the Acquired Fund ("Acquired Fund
Shares"), on the terms and conditions hereinafter set forth in liquidation of
the Acquired Fund. The parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, the Acquired Fund will assign,
deliver and otherwise transfer all of their assets and good and marketable title
thereto, and assign all or substantially all of the liabilities as are set forth
in a statement of assets and responsibilities, to be prepared as of the
Effective Time (the "Statement of Assets and Liabilities") to the Acquiring Fund
free and clear of all liens, encumbrances and adverse claims except as provided
in this Agreement, and the Acquiring Fund shall acquire all such assets, and
shall assume all such liabilities of the Acquired Fund, in exchange for delivery
to the Acquired Fund by the Acquiring Fund of a number of Acquiring Fund Shares
(both full and fractional) equivalent in number and value to the Acquired Fund
Shares outstanding immediately prior to the Effective Time. The assets and
stated liabilities
A-1
<PAGE>
of the Acquired Fund, as set forth in the Statement of Assets and Liabilities
attached hereto as Exhibit A, shall be exclusively assigned to and assumed by
the Acquiring Fund. All debts, liabilities, obligations and duties of the
Acquired Fund, to the extent that they exist at or after the Effective Time and
are stated in the Statement of Assets and Liabilities, shall after the Effective
Time attach to the Acquiring Fund and may be enforced against the Acquiring Fund
to the same extent as if the same had been incurred by the Acquiring Fund.
2. TRANSFER OF ASSETS. The assets of the Acquired Fund to be acquired by the
Acquiring Fund and allocated thereto shall include, without limitation, all
cash, cash equivalents, securities, receivables (including interest and
dividends receivable) as set forth in the Statement of Assets and Liabilities,
as well as any claims or rights of action or rights to register shares under
applicable securities laws, any books or records of the Acquired Fund and other
property owned by the Acquired Fund at the Effective Time.
3. LIQUIDATION AND DISSOLUTION OF THE ACQUIRED FUND. At the Effective Time, the
Acquired Fund will liquidate and the Acquiring Fund Shares (both full and
fractional) received by the Acquired Fund will be distributed to the
shareholders of record of the Acquired Fund as of the Effective Time in exchange
for their respective Acquired Fund Shares and in complete liquidation of the
Acquired Fund. Each shareholder of the Acquired Fund will receive a number of
Acquiring Fund Shares equal in number and value to the Acquired Fund Shares held
by that shareholder, and each Acquiring Fund and Acquired Fund share will be of
equivalent net asset value per share. Such liquidation and distribution will be
accompanied by the establishment of an open account on the share records of the
Acquiring Fund in the name of each shareholder of the Acquired Fund and
representing the respective number of Acquiring Fund Shares due such
shareholder. As soon as practicable after the Effective Time, but not later than
May 28, 1999 the Trust shall take all steps as shall be necessary and proper to
effect a complete termination of the Acquired Fund.
4. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The Acquiring Fund
represents and warrants to the Acquired Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. TIP Funds is a business trust duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its
business as it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. TIP Funds is registered under
the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and will be in full
force and effect.
(c) FINANCIAL STATEMENTS. The unaudited financial statements, if any,
of TIP Funds relating to the Acquiring Fund dated as of March 31, 1999
(the "Acquiring Fund Financial Statements"), which will, if available,
be delivered to the Acquired Fund as of the Effective Time, will fairly
present the financial position of the Acquiring Fund as of the date
thereof.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Fund Shares
to be issued in connection with the Reorganization have been duly
authorized and upon consummation
A-2
<PAGE>
of the Reorganization will be validly issued, fully paid and
nonassessable. Prior to the Effective Time, there shall be no issued
and outstanding Acquiring Fund Shares or any other securities issued
by the Acquiring Fund.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. TIP Funds, on behalf of the
Acquiring Fund, has the power to enter into this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance
of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly authorized by the TIP Funds Board
of Trustees, and no other proceedings by the Acquiring Fund are
necessary to authorize its officers to effectuate this Agreement and
the transactions contemplated hereby. The Acquiring Fund is not a party
to or obligated under any charter, by-law, indenture or contract
provision or any other commitment or obligation, or subject to any
order or decree, which would be violated by its executing and carrying
out this Agreement.
(f) LIABILITIES. There are no liabilities of the Acquiring Fund,
whether or not determined or determinable, other than liabilities
disclosed or provided for in the Acquiring Fund Financial Statements
and liabilities incurred in the ordinary course of business subsequent
to the Effective Time or otherwise previously disclosed to the Acquired
Fund, none of which has been materially adverse to the business, assets
or results of operations of the Acquiring Fund.
(g) LITIGATION. Except as previously disclosed to the Acquired Fund,
there are no claims, actions, suits or proceedings pending or, to the
actual knowledge of the Acquiring Fund, threatened which would
materially adversely affect the Acquiring Fund or its assets or
business or which would prevent or hinder in any material respect
consummation of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to the
Acquired Fund, under which no default exists, each of the Acquiring
Fund is not a party to or subject to any material contract, debt
instrument, plan, lease, franchise, license or permit of any kind or
nature whatsoever with respect to the Acquiring Fund.
(i) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of the Acquiring Fund required by law to have been filed
shall have been filed, and all other taxes shall have been paid so far
as due, or provision shall have been made for the payment thereof, and
to the best of the Acquiring Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with respect
to any of such returns.
5. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND. The Acquired Fund
represents and warrants to the Acquiring Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The Trust is a business trust duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has the power to carry on its business as it is
now being conducted.
A-3
<PAGE>
(b) REGISTRATION AS INVESTMENT COMPANY. The Trust is registered under
the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and is in full force and
effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of the
Trust relating to the Acquired Fund for the fiscal year ended
September 30, 1998 (the "Acquired Fund Financial Statements"), as
delivered to the Acquiring Fund, fairly present the financial position
of the Acquired Fund as of the dates thereof, and the results of its
operations and changes in its net assets for the periods indicated.
(d) MARKETABLE TITLE TO ASSETS. The Acquired Fund will have, at the
Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the assets to be
transferred to the Acquiring Fund. Upon delivery and payment for such
assets, the Acquiring Fund will have good and marketable title to such
assets without restriction on the transfer thereof free and clear of
all liens, encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. The Trust, on behalf of the
Acquired Fund, has the power to enter into this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance
of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly authorized by the Trust's Board of
Trustees, and, except for approval by the shareholders of the Acquired
Fund, no other proceedings by the Acquired Fund are necessary to
authorize its officers to effectuate this Agreement and the
transactions contemplated hereby. The Acquired Fund is not a party to
or obligated under any charter, by-law, indenture or contract provision
or any other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out this
Agreement.
(f) LIABILITIES. There are no liabilities of the Acquired Fund, whether
or not determined or determinable, other than liabilities disclosed or
provided for in the Acquired Fund Financial Statements and liabilities
incurred in the ordinary course of business subsequent to March 29,
1999, or otherwise previously disclosed to the Acquiring Fund, none of
which has been materially adverse to the business, assets or results of
operations of the Acquired Fund. The Trust's Registration Statement,
which is on file with the Securities and Exchange Commission, does not
contain an untrue statement of a material fact required to be stated
therein or necessary to make the statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the Acquiring Fund,
there are no claims, actions, suits or proceedings pending or, to the
knowledge of the Acquired Fund, threatened which would materially
adversely affect the Acquired Fund or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
A-4
<PAGE>
(h) CONTRACTS. Except for contracts and agreements disclosed to the
Acquiring Fund, under which no default exists, the Acquired Fund, at
the Effective Time, is not a party to or subject to any material
contract, debt instrument, plan, lease, franchise, license or permit of
any kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of the Acquired Fund required by law to have been filed
shall have been filed, and all other taxes shall have been paid so far
as due, or provision shall have been made for the payment thereof, and
to the best of the Acquired Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with respect
to any of such returns.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
(a) All representations and warranties of the Acquired Fund contained
in this Agreement shall be true and correct in all material respects as
of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Effective Time,
with the same force and effect as if made on and as of the Effective
Time.
(b) The Acquiring Fund shall have received an opinion of counsel, dated
as of the Effective Time, addressed to and in form and substance
satisfactory to counsel for the Acquiring Fund, to the effect that (i)
the Acquired Fund is duly organized and validly existing series of the
Trust under the laws of the State of Delaware; (ii) the Trust is an
open-end management investment company registered under the 1940 Act;
(iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by
all requisite action of the Acquired Fund and this Agreement has been
duly executed and delivered by the Trust on behalf of the Acquired Fund
and is a valid and binding obligation of the Acquired Fund, subject to
applicable bankruptcy, insolvency, fraudulent conveyance and similar
laws or court decisions regarding enforcement of creditors' rights
generally; (iv) to the best of counsel's knowledge after reasonable
inquiry, no consent, approval, order or other authorization of any
Federal or state court or administrative or regulatory agency is
required for the Acquired Fund to enter into this Agreement or carry
out its terms that has not been obtained other than where the failure
to obtain any such consent, approval, order or authorization would not
have a material adverse effect on the operations of the Acquired Fund;
and (v) upon consummation of this Agreement, the Acquiring Fund shall
have acquired all of the Acquired Fund's assets listed in the Statement
of Assets and Liabilities, free and clear of all liens encumbrances or
adverse claims.
(c) The Acquired Fund shall have delivered to the Acquiring Fund at the
Effective Time the Acquired Fund's Statement of Assets and Liabilities,
prepared in accordance with generally accepted accounting principles
consistently applied, together with a certificate of the Treasurer or
Assistant Treasurer of the Acquired Fund as to the aggregate asset
value of the Acquired Fund's portfolio securities.
A-5
<PAGE>
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
(a) All representations and warranties of the Acquiring Fund contained
in this Agreement shall be true and correct in all material respects as
of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Effective Time,
with the same force and effect as if made on and as of the Effective
Time.
(b) The Acquired Fund shall have received an opinion of counsel for the
Acquiring Fund, dated as of the Effective Time, addressed to and in
form and substance satisfactory to counsel for the Acquired Fund, to
the effect that: (i) the Acquiring Fund is duly organized and validly
existing series of TIP Funds under the laws of the Commonwealth of
Massachusetts; (ii) TIP Funds is an open-end management investment
company registered under the 1940 Act; (iii) this Agreement and the
Reorganization provided for herein and the execution of this Agreement
have been duly authorized and approved by all requisite corporate
action of the Acquiring Fund and this Agreement has been duly executed
and delivered by the Acquiring Fund and is a valid and binding
obligation of the Acquiring Fund, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions
regarding enforcement of creditors' rights generally; (iv) to the best
of counsel's knowledge, no consent, approval, order or other
authorization of any Federal or state court or administrative or
regulatory agency is required for the Acquiring Fund to enter into this
Agreement or carry out its terms that has not already been obtained,
other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the Acquiring Fund; and (v) the Acquiring Fund Shares to
be issued in the Reorganization have been duly authorized and upon
issuance thereof in accordance with this Agreement will be validly
issued, fully paid and nonassessable.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND AND
THE ACQUIRING FUND. The obligations of the Acquired Fund and the
Acquiring Fund to effectuate this Agreement shall be subject to the
satisfaction of each of the following conditions:
(a) Such authority from the Securities and Exchange Commission (the
"SEC") as may be necessary to permit the parties to carry out the
transactions contemplated by this Agreement shall have been received.
(b) With respect to the Acquired Fund, the Trust will call a meeting of
shareholders to consider and act upon this Agreement and to take all
other actions reasonably necessary to obtain the approval by
shareholders of the Acquired Fund of this Agreement and the
transactions contemplated herein, including the Reorganization and the
termination of the Acquired Fund if the Reorganization is consummated.
The Trust has prepared or will prepare the notice of meeting, form of
proxy and proxy statement (collectively, "Proxy Materials") to be used
in connection with such meeting, and with such other information
relating to the Acquiring Fund as is reasonably necessary for the
preparation of the Proxy Materials.
A-6
<PAGE>
(c) The Registration Statement on Form N-1A of the Acquiring Fund shall
be effective under the Securities Act of 1933 ("1933 Act") and, to the
best knowledge of the Acquiring Fund, no investigation or proceeding
for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act.
(d) The shares of the Acquiring Fund shall have been duly qualified for
offering to the public in all states of the United States, the
Commonwealth of Puerto Rico and the District of Columbia (except where
such qualifications are not required) so as to permit the transfer
contemplated by this Agreement to be consummated.
(e) The Acquired Fund and the Acquiring Fund shall have received on or
before the Effective Time an opinion of counsel satisfactory to the
Acquired Fund and the Acquiring Fund substantially to the effect that
for Federal income tax purposes:
(1) No gain or loss will be recognized to the Acquired Fund upon
the transfer of its assets in exchange solely for the Acquiring
Fund Shares and the assumption by the Acquiring Fund of the
corresponding Acquired Fund's stated liabilities;
(2) No gain or loss will be recognized to the Acquiring Fund on
its receipt of the Acquired Fund's assets in exchange for the
Acquiring Fund Shares and the assumption by the Acquiring Fund of
the corresponding Acquired Fund's liabilities;
(3) The basis of an Acquired Fund's assets in the Acquiring
Fund's hands will be the same as the basis of those assets in the
Acquired Fund's hands immediately before the Reorganization;
(4) The Acquiring Fund's holding period for the assets
transferred to the Acquiring Fund by the Acquired Fund will
include the holding period of those assets in the corresponding
Acquired Fund's hands immediately before the conversion;
(5) No gain or loss will be recognized to the Acquired Fund on
the distribution of the Acquiring Fund Shares to the Acquired
Fund's shareholders in exchange for their Acquired Fund Shares;
(6) No gain or loss will be recognized to the Acquired Fund's
shareholders as a result of the Acquired Fund's distribution of
Acquiring Fund Shares to the Acquired Fund's shareholders in
exchange for the Acquired Fund's shareholders' Acquired Fund
Shares;
(7) The basis of the Acquiring Fund Shares received by the
Acquired Fund's shareholders will be the same as the adjusted
basis of that Acquired Fund's shareholders' Acquired Fund Shares
surrendered in exchange therefor; and
(8) The holding period of the Acquiring Fund Shares received by
the Acquired Fund's shareholders will include the Acquired Fund's
shareholders' holding period
A-7
<PAGE>
for the Acquired Fund's shareholders' Acquired Fund Shares
surrendered in exchange therefor, provided that said Acquired
Fund Shares were held as capital assets on the date of the
Reorganization.
(f) A vote approving this Agreement and the Reorganization contemplated
hereby shall have been adopted by at least a majority of the
outstanding shares of each of the Acquired Fund entitled to vote at an
annual or special meeting.
(g) The Board of Trustees of TIP Funds, at a meeting duly called for
such purpose, shall have authorized the issuance by each of the
Acquiring Fund of Acquiring Fund Shares at the Effective Time in
exchange for the assets of the Acquired Fund pursuant to the terms and
provisions of this Agreement.
9. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the Acquired Fund's
assets for Acquiring Fund Shares shall be effective as of close of business on
May 28, 1999, or at such other time and date as fixed by the mutual consent of
the parties (the "Effective Time").
10. TERMINATION. This Agreement and the transactions contemplated hereby may be
terminated and abandoned without penalty by resolution of the Board of Trustees
of the Trust, at any time prior to the Effective Time, if circumstances should
develop that, in the opinion of the Board, make proceeding with the Agreement
inadvisable.
11. AMENDMENT. This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the parties; provided,
however, that following the Shareholders' Meeting called on behalf of the
Acquired Fund pursuant to Section 8 of this Agreement, no such amendment may
have the effect of changing the provisions for determining the number or value
of Acquiring Fund Shares to be paid to the Acquired Fund's shareholders under
this Agreement to the detriment of the Acquired Fund, shareholders without their
further approval.
12. GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware.
13. NOTICES. Any notice, report, statement or demand required or permitted by
and provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
if to the Acquiring Fund:
TIP Funds
1235 Westlakes Drive
Suite 350
Berwyn, PA 19312
with a copy to:
A-8
<PAGE>
John H. Grady, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19243
if to the Acquired Fund:
Alpha Select Funds
1235 Westlakes Drive
Suite 350
Berwyn, PA 19312
with a copy to:
James W. Jennings, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19243
14. FEES AND EXPENSES.
(a) The Acquiring Fund and the Acquired Fund represent and warrant to
the other that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for herein.
(b) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by the Acquired
Fund and the Acquiring Fund will be borne by Turner Investment
Partners, Inc. Such expenses include, without limitation, (i) expenses
incurred in connection with the entering into and the carrying out of
the provisions of this Agreement; (ii) expenses associated with the
preparation and filing of the Proxy Statement under the Securities
Exchange Act of 1934 Act, as amended; (iii) registration or
qualification fees and expenses of preparing and filing such forms as
are necessary under applicable state securities laws to qualify the
Acquiring Fund Shares to be issued in connection herewith in each state
in which the Acquired Fund's shareholders are resident as of the date
of the mailing of the Proxy Statement to such shareholders; (iv)
postage; (v) printing; (iv) accounting fees; (vii) legal fees; and
(viii) solicitation costs of the transaction. Notwithstanding the
foregoing, the Acquiring Fund shall pay their own Federal and state
registration fees.
15. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not effect in any way the meaning
or interpretation of this Agreement.
A-9
<PAGE>
(b) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other
party. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give any person, firm or corporation other
than the parties hereto and their respective successors and assigns any
rights or remedies under or by reason of this Agreement.
16. ENTIRE AGREEMENT. The Acquiring Fund and the Acquired Fund agree that
neither party has made any representation, warranty or covenant not set forth
herein and that this Agreement constitutes the entire agreement between the
parties. The representations, warranties and covenants contained herein or in
any document delivered pursuant hereto or in connection herewith shall survive
the consummation of the transactions contemplated hereunder.
17. FURTHER ASSURANCES. The Acquiring Fund and the Acquired Fund shall take such
further action as may be necessary or desirable and proper to consummate the
transactions contemplated hereby.
18. BINDING NATURE OF AGREEMENT. As provided in each Trust's Declaration of
Trust on file with the Secretary of State of the State of Delaware or the
Commonwealth of Massachusetts, this Agreement was executed by the undersigned
officers of TIP Funds and the Trust, on behalf of the Acquiring Fund and the
Acquired Fund, respectively, as officers and not individually, and the
obligations of this Agreement are not binding upon the undersigned officers
individually, but are binding only upon the assets and property of each Trust.
Moreover, no series of a trust shall be liable for the obligations of any other
series of that trust.
Attest: ALPHA SELECT FUNDS,
on behalf of its series, the Turner Short
Duration Government Funds - One Year
Portfolio
________________________ By:______________________________
Attest: TIP FUNDS,
on behalf of its series, the Turner Short
Duration Government Fund - One Year
Portfolio
________________________ By:______________________________
A-10
<PAGE>
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TOUCH-TONE TELEPHONE VOTING
In order to expedite your vote and avoid a trip to the Post Office, you may
use a touch-tone telephone to give us your voting instructions.
DIAL 1-800-690-6903 AND FOLLOW THE SIMPLE INSTRUCTIONS
- -------------------------------------------------------------------------------
INTERNET VOTING
To vote by Internet:
1. Read the Proxy Statement and have your ballot at hand.
2. Go to website www.proxyvote.com.
3. Enter the 12-digit CONTROL NUMBER found on your ballot.
4. Follow the simple instructions.
- ------------------------------------------------------------------------------
<PAGE>
ALPHA SELECT FUNDS
(FORMERLY, TIP INSTITUTIONAL FUNDS)
TURNER SHORT DURATION GOVERNMENT FUND - ONE YEAR PORTFOLIO
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 24, 1999
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Stephen J. Kneeley, and Lynda J. Striegel as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Turner Short Duration Government Fund - One Year
Portfolio of Alpha Select Funds (formerly, TIP Institutional Funds) (the
"Trust") to be held in the offices of SEI Investments Company ("SEI
Investments"), Oaks, Pennsylvania 19456, on Monday, May 24, 1999, at 3:00 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 respecting the proposed Agreement and Plan of Reorganization and
Liquidation between the Trust, on behalf of the Alpha Select Turner Short
Duration Government Fund - One Year Portfolio, and TIP Funds Turner Short
Duration Government Funds - One Year Portfolio, 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 PROPOSAL:
PROPOSAL: Approval of an Agreement and Plan of Reorganization and Liquidation
providing for the transfer of the assets and liabilities of the Turner
Short Duration Government Funds - One Year Portfolio, a portfolio of
Alpha Select Funds, in exhange for shares of the Turner Short Duration
Government Funds - One Year Portfolio a portfolio of TIP Funds.
_____For _____Against _____Abstain
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS 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.
<PAGE>
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) appears 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: _________________, 1999
-------------------------------
Signature of Shareholder
-------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
