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