SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement.
|_| Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2).
|_| Definitive proxy statement.
|_| Definitive additional materials.
|_| Soliciting material pursuant to Rule 14a-12.
THE WESTWOOD FUNDS
------------------
(Name of Registrant as Specified in its Charter)
N/A
---
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: $0
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
THE WESTWOOD FUNDS
(THE "TRUST")
WESTWOOD REALTY FUND
ONE CORPORATE CENTER
RYE, NEW YORK 10580
April __, 2005
Dear Shareholder:
Enclosed is a notice and a proxy statement concerning a special meeting of
shareholders of the Westwood Realty Fund (the "Fund"). This proposal is very
important. The matter you are being asked to vote on is the approval of a change
in the investment objective of the Fund. The proposal is described more fully in
the enclosed proxy statement. The Board of Trustees of the Trust (the
"Trustees") has reviewed this proposal and recommends that you approve it after
you carefully study the enclosed materials. We ask that you review the proxy
statement and vote your shares promptly. You can vote by returning the enclosed
card or by following the instructions located on your proxy card to vote via the
Internet or touch-tone telephone.
Q. What is the proposal about?
A. The Trustees of the Fund have determined that it is in the best interests
of the Fund to proactively change the Fund's orientation to an income-oriented
strategy and to enable the Fund to hold significant positions in securities
other than real estate investment trusts ("REITs"). To this end, the Trustees
have approved, and are recommending to shareholders for their approval, a change
in the investment objective of the Fund to remove its requirement that the Fund
invest primarily in companies that are engaged in real estate and replace it
with a requirement that the Fund invest primarily in income producing equity and
fixed income securities. At the same time, the Fund's objective would change
from one of seeking to provide long-term capital appreciation and current income
to an objective of providing a high level of current income as well as long-term
capital appreciation. If the proposal is approved by shareholders, then the Fund
would implement certain other changes in its investment policies and strategies
as described herein as well as change its name to the "Westwood Alternative Real
Income Fund."
Remember - Your Vote Counts!
Your vote is extremely important, even if you only own a few shares. Voting
promptly is also important. If we do not receive enough votes, we will have to
send additional mailings or resolicit shareholders, which can be very costly and
time consuming and which may delay the shareholder meeting. You may receive a
reminder call to return your proxy from _________________, a proxy solicitation
firm retained by the Trust in connection with the Meeting, or from a
representative from the Trust's investment adviser or its affiliates.
Now you can use the Internet or your touch-tone telephone, if you want to vote
electronically. Please see your proxy card for more information and the
instructions. If you do vote electronically, you do not need to mail your proxy
card. However, if you want to change your vote you may do so using the proxy
card, touch-tone telephone or Internet.
Thank you for your cooperation in voting on this important proposal. If you have
questions, please call your financial representative. Or, if your questions
relate specifically to the proxy statement matters, please call us toll-free at
(800) GABELLI (800-422-3554).
Sincerely,
Bruce N. Alpert
President
--------------------------------------------------------------------------------
THE WESTWOOD FUNDS
(THE "TRUST")
WESTWOOD REALTY FUND
(THE "FUND")
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 19, 2005
--------------------------------------------------------------------------------
One Corporate Center
Rye, New York 10580
(800) GABELLI
(800-422-3554)
A Special Meeting of Shareholders of the Fund will be held at 9:00 a.m. on May
19, 2005, at the offices of the Trust at One Corporate Center, Rye, New York
10580, for the following purpose, all of which are more fully described in the
accompanying Proxy Statement:
1. To approve a change in the investment objective of the Westwood Realty
Fund.
2. To transact such other business as may properly come before the meeting
and any adjourned session of the meeting.
Only shareholders of record at the close of business on April 15, 2005, are
entitled to notice of, and to vote at, the meeting and any adjourned session.
By Order of the Board of Trustees
/s/ James E. McKee
Secretary
April __, 2005
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT WITHOUT REGARD TO THE NUMBER OF SHARES YOU OWN ON THE
RECORD DATE. ALTHOUGH YOU ARE INVITED TO ATTEND THE MEETING AND VOTE YOUR SHARES
IN PERSON, YOU CAN ALSO VOTE EASILY AND QUICKLY OVER THE INTERNET, BY TOUCH-TONE
TELEPHONE, OR BY MAIL. IN ORDER TO VOTE BY MAIL, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO VOTE BY TOUCH-TONE TELEPHONE
OR OVER THE INTERNET, FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IF YOU
LATER DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON. YOU MAY ALSO CHANGE YOUR VOTE AT ANY TIME PRIOR TO THE MEETING
NO MATTER HOW YOU VOTED AS INDICATED IN THE ENCLOSED PROXY STATEMENT. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE TRUST OF FURTHER SOLICITATION, WE ASK FOR
YOUR COOPERATION IN VOTING YOUR PROXY PROMPTLY.
--------------------------------------------------------------------------------
THE WESTWOOD FUNDS
(THE "TRUST")
WESTWOOD REALTY FUND
(THE "FUND")
ONE CORPORATE CENTER
RYE, NEW YORK 10580
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2005
INTRODUCTION
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Trustees") of the Trust on behalf of the Fund,
for use at a Special Meeting of Shareholders to be held at the offices of the
Trust at One Corporate Center, Rye, New York 10580, on May 19, 2005, at 9:00 a.m
and at any adjournments thereof (the "Meeting"). Such solicitation will be made
primarily by the mailing of this statement and the materials accompanying it.
Supplemental solicitations may be made by mail or telephone by officers and
representatives of the Trust. The expenses in connection with preparing and
mailing this statement and the material accompanying it, and the expenses
associated with retaining a proxy solicitation firm will be paid by the Trust.
The Trust has engaged ______________, a professional proxy solicitation firm, to
assist in the solicitation of proxies for which they will be paid a fee of
$_______ plus any related out-of-pocket expenses. This Proxy Statement and the
accompanying Proxy are first being sent to shareholders on or about April ___,
2005. Additional information about the Trust is available by calling
800-422-3554. [Only one copy of this Proxy Statement may be mailed to
households, even if more than one person in a household is a trust shareholder.
If you need more copies of this Proxy Statement, please contact the Trust by
calling 800-422-3544.] THE TRUST'S MOST RECENT PROSPECTUS AND ANNUAL AND
SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY CALLING
800-422-3544.
The outstanding voting shares of beneficial interest (the "Shares") of the
Fund as of the close of business on April 19, 2005, consisted of the following
shares (each whole Share being entitled to one vote and each fraction of a Share
being entitled to a proportionate fraction of a vote):
Class AAA: ____ Shares.
Class A: ____ Shares.
Class B: ____ Shares.
Class C: ____ Shares.
Class I: ____ Shares.
Only shareholders of record at the close of business on April 19, 2005, are
entitled to vote at the Meeting. Any shareholder may revoke his or her proxy at
any time prior to the Meeting by (i) a written notification of such revocation,
which must be signed, include the shareholder's name and account number, be
addressed to the Secretary of the Trust at its principal executive office, One
Corporate Center, Rye, New York 10580, and be received prior to the Meeting to
be effective, (ii) voting another proxy of a later date if received prior to the
Meeting, or (iii) personally casting his or her vote at the Meeting. If the Fund
receives votes by telephone or through the Internet, they will use procedures
reasonably designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance with their
instructions, and to confirm that their instructions have been properly
recorded. Proxies voted by telephone or through the Internet may be revoked at
any time before they are voted in the same manner that proxies voted by mail may
be revoked. The Fund will reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the beneficial owners
of shares.
Thirty percent (30%) of the outstanding Shares of the Fund, represented in
person or by proxy, shall be required to constitute a quorum at the Meeting. If
a quorum is not present at the Meeting, or if a quorum is present but sufficient
votes (as described below) to approve the proposal are not received, the person
named as Proxy Agent may propose one or more adjournments of the Meeting to
permit further
A-1
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of the shares present at the Meeting or represented by proxy. When
voting on a proposal to adjourn the Meeting, the Proxy Agent will consider
whatever factors he or she deems relevant, which factors may include: the nature
of the proposal that is proposed to be adjourned, the percentage of votes
actually cast, the percentage of negative votes actually cast, the nature of any
further solicitation and the information to be provided to shareholders with
respect to the reasons for the solicitation. For purposes of determining the
presence of a quorum, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Meeting. Since these
Shares will be counted as present, but not as voting in favor of any proposal,
such "broker non-votes" will have the same effect as if they had been cast
against the proposal to change the investment objective of the Fund. "Broker
non-votes" are Shares held by brokers or nominees as to which (i) the broker or
nominee does not have discretionary voting power and (ii) the broker or nominee
has not received instructions from the beneficial owner or other person who is
entitled to instruct how the shares will be voted.
All proxies solicited by the Trustees that are properly executed and
received by the Secretary prior to the Meeting, and are not revoked, will be
voted at the Meeting. Shares represented by such proxies will be voted in
accordance with the instructions thereon. If no specification is made on a
proxy, it will be voted FOR the matters specified on the proxy.
As of April 15, 2005, Gabelli Advisers Inc. (the "Adviser") was believed
to possess voting power with respect to __________ (______%) of the outstanding
shares of the Fund, in view of which such Shares could be deemed to be
beneficially owned by the Adviser as of such date. However, the Adviser and its
affiliates have advised the Trust that they intend to vote any Shares of the
Fund over which they have voting power in favor of the proposal at the Meeting.
OVERVIEW OF THE PROPOSAL
The Meeting is being called for the purposes set forth in the accompanying
Notice.
PROPOSAL - TO APPROVE A CHANGE IN THE INVESTMENT OBJECTIVE OF THE REALTY FUND.
Description and Risks of Proposal.
The Proposal. At a meeting of the Trustees on February 15, 2005, the
Trustees, including the Trustees who are not "interested persons of the Adviser"
under the Investment Company Act of 1940 (the "1940 Act"), considered and
unanimously approved, subject to approval by the shareholders, a proposal to
change the Fund's investment objective as described below. The Fund's current
investment objective is a fundamental policy that cannot be changed without
shareholder approval. If this proposal is approved by shareholders, the new
investment objective also will be a fundamental policy that cannot be changed
without shareholder approval. The Fund's current and proposed investment
objectives are set forth below:
CURRENT INVESTMENT OBJECTIVE PROPOSED INVESTMENT OBJECTIVE
To provide long-term capital appreciation as well To provide a high level of current income as well
as current income. The Fund invests primarily in as long-term capital appreciation. The Fund
companies that are engaged in real estate. invests primarily in income producing equity and
fixed income securities.
In approving the proposal, the Trustees considered the recommendations of
the Adviser and the Sub-Adviser that it would be prudent, at this time, to
proactively change the investment orientation of the Fund to emphasize high
current income over capital appreciation and to change the orientation of the
Fund to an income-oriented strategy that may invest a significant portion of its
assets in various types of income producing equity and fixed income securities,
in addition to real estate investment trusts ("REITs"). In this regard, the
Adviser and Sub-Adviser noted that REITs had performed extraordinarily well over
the past few years and that REIT valuations now appeared to be high. The Adviser
and Sub-Adviser stated their
A-2
concern that, given the Fund's current investment parameters, they were
constrained in diversifying the Fund's portfolio in a manner which the Adviser
and Sub-Adviser now believe would be appropriate to help protect the Fund from a
correction in the REIT market. The proposed change in the Fund's investment
objectives is, therefore, part of a broader set of recommended changes in the
Fund's investment policies and strategies, discussed below, which are designed
to provide the Adviser and Sub-Adviser with the latitude to diversify the Fund's
portfolio. If the proposed investment objective is approved by shareholders, the
Fund may no longer be an appropriate investment for those shareholders who seek
growth capital more than current income and a broad-based exposure to the real
estate market without owning real estate directly.
Additional Changes as a Result of the Proposal. If shareholders approve
the proposed changes to the Fund's investment objective, the Fund's name will
also be changed to the "Westwood Alternative Real Income Fund" and the Fund's
principal investment policies, strategies and risks will be changed to reflect
the reorientation of the Fund and the change in its investment objective. The
principal investment policies and strategies of the Fund are not fundamental
and, therefore may be changed without shareholder approval. The Trustees,
however, will not change the name or the principal investment policies and
strategies of the Fund at this time if the shareholders do not approve this
proposal. As set forth in greater detail below, the principal change in the
Fund's investment policies and strategies is to change the Fund's current
requirement that it invest at least 80% of its net assets in REITs with a
minimum market capitalization of $50 million to a requirement that the Fund
invest at least 80% of its net assets in dividend paying and/or interest bearing
securities. These securities may include REITs, but also may include many other
types of securities as set forth below.
The Fund's current and proposed principal investment strategies and risks
are set forth below:
CURRENT PRINCIPAL INVESTMENT PROPOSED PRINCIPAL INVESTMENT
STRATEGIES AND RISKS STRATEGIES AND RISKS
PRINCIPAL INVESTMENT STRATEGIES: PRINCIPAL INVESTMENT STRATEGIES:
Under normal market conditions, the Fund invests at Under normal market conditions, the Fund invests
least 80% of its net assets (which includes, for at least 80% of its net assets (which includes,
purposes of this test, the amount of any borrowings for purposes of this test, the amount of any
for investment purposes) in the securities of borrowings for investment purposes) in
publicly traded REITs with a market capitalization dividend-paying and/or interest bearing
(defined as shares outstanding times current market securities. The Fund's investments include
price) of a minimum of $50 million at the time of dividend-paying common stocks, preferred stocks,
the Fund's initial investment. A REIT is a pooled convertible preferred stocks, selected debt
investment vehicle which invests primarily in income instruments, publicly traded REITs, master limited
producing real estate or real estate loans or partnerships, royalty trusts, money market
interests. The Fund's investments include equity instruments and other income producing securities.
REITs, mortgage REITs and hybrid REITs and other
equity securities engaged in real estate. Westwood Management Corporation (the
"Sub-Adviser") invests in companies with strong
Westwood Management Corporation (the "Sub-Adviser") and improving cash flow sufficient to support a
invests in REITs with attractive income and growth healthy or rising level of income. It uses
characteristics. Securities considered for purchase proprietary, fundamental research to find
have: appropriate securities for purchase. Securities
considered for purchase have:
o attractive rankings based on the o attractive fundamentals and valuations
Sub-Adviser's database model based on the Sub-Adviser's internal
research
o assets in regions with favorable
demographic trends o issuers with strong management teams
and/or
o assets in sectors with attractive long-term
fundamentals o issuers with good balance sheet
fundamentals
o issuers with strong management teams and/or
o issuers with good balance sheet fundamentals
A-3
The Sub-Adviser will consider selling a security
if fundamentals become unfavorable within the
The Sub-Adviser will consider selling a security if issuer's internal operations or industry, there is
real estate supply-demand fundamentals become limited growth opportunity, the issuer is at risk
unfavorable in the issuer's sector or region, there of losing its competitive edge, the issuer is
is limited growth opportunity, the issuer is at risk serving markets with slowing growth and/or the
of losing its competitive edge and/or the issuer is level of income produced becomes unattractive or
serving markets with slowing growth. unsustainable.
PRINCIPAL RISKS: PRINCIPAL RISKS:
The Fund's share price will fluctuate with changes The Fund's share price will fluctuate with changes
in the market value of the Fund's portfolio in the market value of the Fund's portfolio
securities. Stocks are subject to market, economic securities and changes in prevailing interest
and business risks that cause their prices to rates. Stocks are subject to market, economic and
fluctuate. The Fund is also subject to the risks business risks that cause their prices to
associated with direct ownership of real estate. fluctuate and may affect company cash flow such
Real estate values can fluctuate due to general and that it is not sufficient to pay the indicated
local economic conditions, overbuilding or dividend. Equity securities, including common and
undersupply, changes in zoning and other laws and a preferred stock as well as master limited
number of other factors. An investor in the Fund is partnership units, with higher current yields than
subject to the risk that the real estate industry equity securities, in general, may be more
will underperform other industries or the stock sensitive to fluctuations in prevailing interest
market generally. Your investment in the Fund is rates. Investing in debt securities involves
not guaranteed and you could lose some or all of the interest rate and credit risks. When interest
amount you invested in the Fund. rates rise, the value of the portfolio's debt
securities generally declines. The magnitude of
YOU MAY WANT TO INVEST IN THE FUND IF: the decline will often be greater for longer-term
debt securities than shorter-term debt
o you are a long-term investor securities. It is also possible that the issuer
of a security will not be able to make interest
o you seek current income as well as growth and principal payments when due. Investing in
of capital certain types of debt securities involves
pre-payment risk. Pre-payment risk is the risk
o you seek to invest in a market which does that the Fund may experience losses when an issuer
not correlate directly with other equity exercises its right to pay principal on an
markets obligation held by the Fund (such as a
mortgage-backed security) earlier than expected.
o you seek broad-based exposure to the real To the extent that the Fund's portfolio is
estate market without owning real estate invested in REITs, the Fund is also subject to the
directly risks associated with direct ownership of real
estate. Real estate values can fluctuate due to
YOU MAY NOT WANT TO INVEST IN THE FUND IF: general and local economic conditions,
overbuilding or undersupply, changes in zoning and
o you are conservative in your investment other laws and a number of other factors. Your
approach investment in the Fund is not guaranteed and you
could lose some or all of the amount you invested
o you seek stability of principal more than in the Fund.
growth of capital
YOU MAY WANT TO INVEST IN THE FUND IF:
o You are a long-term investor
o You seek a high level of current income
as well as growth of capital
YOU MAY NOT WANT TO INVEST IN THE FUND IF:
o You seek growth of capital more than
current income
A-4
The Fund's benchmark will be changed from the Russell 2000 Index and the
NAREIT Composite REIT Index to the ["need a broad-based securities market index"
(the "____")], which is considered a more appropriate index in light of the
anticipated composition of the Fund's portfolio of securities. [described
index.]
Board Recommendation.
The Trustees, including the non-interested Trustees, have concluded that
it is in the best interests of the Fund and its shareholders to modify the
fundamental investment objective as set forth above, and recommends that
shareholders vote FOR the proposal. If approved by shareholders, the change to
the Fund's investment objective, as well as the changes to the Fund's investment
policies and strategies discussed above, will become effective when the
prospectus is revised to reflect it. If the proposal is not approved by the
Fund's shareholders, the Fund's current fundamental investment objective and
investment policies and strategies discussed above will not change.
Required Vote.
The affirmative vote of a "majority of the outstanding voting securities,"
as defined in the 1940 Act, of the Fund is required for the approval of this
proposal. Under the 1940 Act, the vote of the holders of a "majority of
outstanding voting securities" means the vote of (l) the holders of 67% or more
of the Shares of the Fund represented at the Meeting, if more than 50% of the
Shares of the Fund are represented at the Meeting, or (2) more than 50% of the
outstanding Shares of the Fund, whichever is less.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND
VOTE IN FAVOR OF THIS PROPOSAL.
Information About the Adviser, Administrator and Distributor.
Gabelli Advisers Inc., which is located at One Corporate Center, Rye, New
York 10580, serves as the Trust's investment adviser and administrator. Westwood
Management Corporation, which is located at 200 Crescent Court, Suite 1200,
Dallas, Texas 75201, serves as the Trust's sub-investment adviser. PFPC Inc.,
which is located at 760 Moore Road, King of Prussia, Pennsylvania 19406, serves
as the Trust's sub-administrator. Gabelli & Company, Inc., which is located at
One Corporate Center, Rye, New York 10580, serves as the Trust's distributor.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 8, 2005, the Adviser held discretion over shares of the Fund
as follows:
______________%.
As of April 8, 2005, the Trustees and officers as a group owned
beneficially less than [1%] of the outstanding shares of the Fund.
A-5
As of April 8, 2005, the following shareholders owned of record or
beneficially 5% or more of the Fund's shares:
NAME AND ADDRESS PERCENTAGE OF NATURE OF OWNERSHIP
CLASS
Class AAA - Charles Schwab & Co., Inc. 35.37% [ ]
Special Custody Account
FBO Ben. of Custs.
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
TCTCO 5.24% [ ]
200 Crescent Court, Suite 1200
Dallas, TX 75201-7853
Class A - A.G. Edwards & Sons Inc. 93.70% [ ]
FBO G. Ann Uhlir
1901 Highland Park
Denton, TX 76205-6932
Class B - National Investor Services FBO 91.69% [ ]
55 Water Street, 32nd Floor
New York, NY 10041-0028
Gabelli Asset Management Inc. 8.31% [ ]
Attn: Chief Financial Officer
One Corporation Center
Rye, NY 10580-1442
Class C- Raymond James & Assoc. Inc. 61.85% [ ]
FBO Runyon Scott
880 Carillon Pkwy.
St. Petersburg, FL 33716-1100
Robert W. Baird & Co., Inc. 36.40% [ ]
777 East Wisconsin Avenue
Milwaukee, WI 53202-5300
The following table shows the nature, amount and percentage of Fund shares
owned by each Trustee and principal executive officer, as of April 8, 2005:
AMOUNT AND NATURE OF PERCENT OF OWNERSHIP
NAME OF TRUSTEE/OFFICER BENEFICIAL OWNERSHIP/TITLE OF CLASS IN THE FUND
--------------------------- ------------------------------------- --------------------
DISINTERESTED TRUSTEES
Anthony J. Colavita [Name of Class]/[Amount - Nature] [*]
James P. Conn [Name of Class]/[Amount - Nature] [*]
Werner J. Roeder, M.D. [Name of Class]/[Amount - Nature] [*]
Salvatore J. Zizza [Name of Class]/[Amount - Nature] [*]
INTERESTED TRUSTEE
Karl Otto Pohl [Name of Class]/[Amount - Nature] [*]
PRINCIPAL EXECUTIVE OFFICER
Bruce N. Alpert** [Name of Class]/[Amount - Nature] [*]
* Less than 1%.
** Mr. Alpert is President, Treasurer and Principal Executive and
Financial Officer of the Trust.
A-6
OTHER MATTERS
While the Meeting is called to act upon any other business that may
properly come before it, at the date of this proxy statement the only business
that management intends to present or knows that others will present is the
business mentioned in the Notice of Meeting. The Trustees presently are not
aware of any other matters that will come before the Meeting. If an event not
now anticipated, or any other matters properly come before the Meeting, it is
the intention that the enclosed proxy shall be voted in accordance with the best
judgment of the Proxy Agents named therein, or their substitutes, present and
acting at the Meeting.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust does not hold annual shareholder meetings. Shareholders who wish
to submit proposals for inclusion in a proxy statement for any future
shareholder meeting must present such proposals to the Secretary of the Trust,
One Corporate Center, Rye, New York 10580. The Trustees are not accepting
shareholder proposals at this Meeting.
Dated: April __, 2005.
A-7
EXHIBIT A
---------------------------------------------------------------------
THREE EASY WAYS TO VOTE YOUR PROXY
READ THE PROXY STATEMENT AND HAVE THE PROXY CARD AT HAND.
TELEPHONE: Call 1-800-690-6903 and follow the recorded instructions.
INTERNET: Go to www.proxyweb.com and follow the on-line directions.
MAIL: Vote, sign, date and return your proxy by mail.
IF YOU VOTE BY TELEPHONE OR INTERNET, YOU DO NOT NEED TO MAIL
YOUR PROXY.
---------------------------------------------------------------------
FORM OF PROXY
THE WESTWOOD FUNDS
ONE CORPORATE CENTER
RYE, NEW YORK 10580
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS -- MAY 19, 2005
The undersigned shareholder of The Westwood Funds (the "Trust") hereby appoints
Bruce N. Alpert and James E. McKee as attorneys and proxies of the undersigned
("Proxy Agents"), with full power of substitution, to vote at the meeting and
all adjournments and postponements thereof, all of the shares of beneficial
interest of the Trust standing in the name of the undersigned at the close of
business on April 15, 2005, at the Special Meeting of Shareholders of the Trust
to be held at the offices of The Westwood Funds at One Corporate Center, Rye,
New York 10580, at 9:00 a.m. on May 19, 2005, and at all adjournments and
postponements thereof, with all of the powers the undersigned would possess if
then and there personally present and especially (but without limiting the
general authorization and power thereby given) to vote as indicated on the
proposal, as more fully described in the proxy statement for the meeting, and
vote and act on any other matter which may properly come before the meeting, in
their discretion.
Date:____________________________
The undersigned acknowledges receipt with this proxy
card of a copy of the notice of Special Meeting of
Shareholders and the Proxy Statement
------------------------------------------------------
------------------------------------------------------
SIGNATURE(S) (PLEASE SIGN IN THE BOX)
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO
AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED
ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS
EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD SO
INDICATE. IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN FULL
PARTNERSHIP NAME BY AUTHORIZED PERSON.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL |X|.
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED "FOR" THE
PROPOSAL LISTED BELOW UNLESS OTHERWISE INDICATED.
THE WESTWOOD FUNDS
WESTWOOD REALTY FUND
VOTE ON PROPOSAL
FOR AGAINST ABSTAIN
1. TO APPROVE A CHANGE IN |_| |_| |_|
THE INVESTMENT OBJECTIVE
OF THE WESTWOOD REALTY
FUND
-------------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write the name(s) on the line immediately above.
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXY
AGENT TO VOTE THE PROPOSAL AS MARKED, OR, IF NOT MARKED TO VOTE, "FOR" THE
PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. If you do
not intend to personally attend the meeting, please complete, detach and mail
the lower portion of this card at once in the enclosed envelope.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE OTHER SIDE.