SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
OAK ASSOCIATES FUNDS
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(Name of Registrant as Specified In Its Charter)
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(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:
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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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3) Filing Party:
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4) Date Filed:
OAK ASSOCIATES FUNDS
White Oak Select Growth Fund
Rock Oak Core Growth Fund
Pin Oak Aggressive Stock Fund
River Oak Discovery Fund
Red Oak Technology Select Fund
Black Oak Emerging Technology Fund
Live Oak Health Sciences Fund
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 1, 2007
Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of Oak Associates Funds (the "Trust") will be held at the
offices of SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania
19456, on August 1, 2007 at 1:30 p.m. Eastern Time. The Special Meeting is being
called for the purpose of considering the proposal set forth below and to
transact such other business as may be properly brought before the Special
Meeting.
PROPOSAL: To elect members of the Board of Trustees of the Trust.
Only shareholders of the Trust at the close of business on May 25, 2007
are entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof.
Shareholders are cordially invited to attend the Special Meeting.
Whether or not you expect to be present at the Special Meeting, please complete
and promptly return the enclosed proxy card. A postage paid envelope is enclosed
for your convenience so that you may return your proxy card as soon as possible.
You may also vote easily and quickly by telephone or through the Internet as
described in the enclosed proxy card. To do so, please follow the instructions
included on your enclosed proxy card. It is most important and in your interest
for you to vote so that a quorum will be present and a maximum number of shares
may be voted.
Shares represented by duly executed proxies will be voted in accordance
with the instructions given. A shareholder may revoke a previously submitted
proxy at any time prior to the Special Meeting by (i) a written revocation,
which must be signed and include the shareholder's name and account number,
received by the Secretary of the Trust at One Freedom Valley Drive, Oaks,
Pennsylvania 19456; (ii) properly executing a later-dated proxy; or (iii)
attending the Special Meeting and voting in person. In accordance with their own
discretion, the proxies are authorized to vote on such other business as may
properly come before the Special Meeting or any adjourned session(s) thereof.
By Order of the Trustees,
/S/ WILLIAM E. WHITE
--------------------
William E. White
President
Dated: June 15, 2007
OAK ASSOCIATES FUNDS
White Oak Select Growth Fund
Rock Oak Core Growth Fund
Pin Oak Aggressive Stock Fund
River Oak Discovery Fund
Red Oak Technology Select Fund
Black Oak Emerging Technology Fund
Live Oak Health Sciences Fund
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
__________________________
PROXY STATEMENT
__________________________
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 1, 2007
This proxy statement is furnished by the Board of Trustees of Oak
Associates Funds (the "Trust") and its portfolios (collectively, the "Funds") in
connection with the solicitation of proxies for use at the special meeting of
shareholders of the Trust to be held on August 1, 2007, at 1:30 p.m. Eastern
Time, or at any adjournment thereof (the "Special Meeting"), at the offices of
SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456. It
is expected that the Notice of Special Meeting, this proxy statement, and a
proxy card will be mailed to shareholders on or about June 15, 2007.
SUMMARY
At the Special Meeting, all shareholders of the Trust's Funds, voting
together, will be asked to vote to elect seven individuals to the Board of
Trustees of the Trust, four of whom are currently members of the Trust's Board
of Trustees. If you do not expect to be present at the Special Meeting and wish
your shares to be voted, please vote your proxy card by mail, telephone or
Internet allowing sufficient time for the proxy card to be received on or before
the date of the Special Meeting. If your proxy card is properly returned by that
date, shares represented by your proxy will be voted at the Special Meeting in
accordance with your instructions. HOWEVER, IF NO INSTRUCTIONS ARE SPECIFIED ON
THE PROXY WITH RESPECT TO THE PROPOSAL, THE PROXY WILL BE VOTED "FOR" THE
APPROVAL OF THE PROPOSAL AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS
APPOINTED AS PROXIES UPON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
SPECIAL MEETING. A shareholder may revoke a previously submitted proxy at any
time prior to the Special Meeting by (i) a written revocation, which must be
signed and include the shareholder's name and account number, received by the
Secretary of the Trust at One Freedom Valley Drive, Oaks, Pennsylvania 19456;
(ii) properly executing a later-dated proxy; or (iii) attending the Special
Meeting and voting in person
The close of business on May 25, 2007 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting. Each full share held entitles
the shareholder of record to one vote for each dollar invested. In other words,
each shareholder of record is entitled to one vote for each dollar (carried
forward to two decimal places) of net asset value per share of a Fund held
as of the close of business on the Record Date. Each fraction of a share will be
entitled to a proportionate fractional vote.
As of the Record Date, the Trust's net assets and the approximate
number of shares outstanding were as follows:
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FUND NET ASSETS ($) SHARES OUTSTANDING
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White Oak Select Growth Fund $434,195,440.15 12,184,645.52
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Rock Oak Core Growth Fund $7,499,079.99 648,498.15
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Pin Oak Aggressive Stock Fund $78,483,424.73 3,218,127.97
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River Oak Discovery Fund $6,705,111.52 521,713.92
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Red Oak Technology Select Fund $108,068,990.59 13,844,435.82
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Black Oak Emerging Technology Fund $35,156,674.61 14,365,491.02
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Live Oak Health Sciences Fund $21,899,863.15 1,821,198.28
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EXPENSES
The expenses of the Special Meeting will be borne proportionately by
each Fund based on the assets of such Fund. The solicitation of proxies will be
largely by mail, but may include telephonic, Internet or oral communication by
officers and service providers of the Trust. The Trust will also use Broadridge
Financial Solutions, Inc., third party solicitor firm, for additional assistance
with the solicitation of proxies. The Trust expects to pay approximately $20,000
to Broadridge Financial Solutions, Inc. for the solicitation of proxies. Persons
holding shares as nominees will, upon request, be reimbursed by the Funds for
their reasonable expenses incurred in sending soliciting materials to their
principals.
UPON REQUEST, THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF THE
TRUST'S ANNUAL REPORT AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE
ANNUAL REPORT, IF ANY, TO A SHAREHOLDER. ANNUAL REPORTS AND SEMI-ANNUAL REPORTS
MAY BE OBTAINED BY WRITING TO THE TRUST AT OAK ASSOCIATES FUNDS, P.O. BOX
219441, KANSAS CITY, MISSOURI 64121-9441 OR BY CALLING 1-888-462-5386.
DISCUSSION OF PROPOSAL
----------------------
INTRODUCTION
At the Special Meeting, it is proposed that seven individuals be
elected as Trustees to the Board of the Trust to hold office until their
successors are duly elected and qualified. Shareholders are being asked to elect
James D. Oelschlager, John G. Stimpson, J. John Canon, Thomas E. Gretter,
Pauline F. Ramig, Robert P. Stephans and Michael R. Shade (each, a "Nominee"
and, collectively, the "Nominees") as Trustees of the Trust. Messrs.
Oelschlager, Stimpson, Canon and Gretter are currently Trustees of the Trust
(collectively, the "Current Trustees") and have been nominated for re-election.
Ms. Ramig and Messrs. Stephans and Shade (each, a "Candidate" and, collectively,
the "Candidates") are not currently Trustees of the Trust. FOR THE REASONS
DISCUSSED BELOW, THE BOARD, INCLUDING EACH OF THE TRUST'S INDEPENDENT TRUSTEES,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES.
GENERAL INFORMATION
The Trust's Board of Trustees currently consists of four Trustees, two
of whom, Messrs. Canon and Gretter, are not "interested persons," as such term
is defined under the Investment Company Act of 1940, as amended (the "1940
Act"), of the Trust (an "Independent Trustee"), and two of whom, Messrs.
Oelschlager and Stimpson, are "interested persons," as such term is defined
under the 1940 Act, of the Trust (an "Interested Trustee"). The Board has
determined to increase its size to seven by adding each of the Candidates as a
new Independent Trustee of the Trust.
Of the Trust's current Board of Trustees, three have been elected by
shareholder vote and one has been appointed by the Board. Messrs. Oelschlager,
Stimpson and Canon were previously elected to the Trust's Board of Trustees by a
vote of shareholders on May 12, 2000. Dr. Gretter was appointed to the
Board on May 9, 2001. Section 16(a) of the 1940 Act generally requires the
trustees of an investment company be elected by shareholder vote. Section 16(a)
provides, however, that trustees may be appointed by the Board without the
election by shareholders if, immediately after such appointment, at least
two-thirds of the trustees then holding office have been elected by
shareholders. If the three Candidates were appointed to the Board, immediately
following such appointment only three of seven, or forty-three percent (43%), of
the Board would be elected by shareholder vote, thus failing to meet the
two-thirds requirement. Therefore, shareholder approval is required to add the
Candidates to the Board of Trustees. Accordingly, the Board has determined that
it would be in the best interests of shareholders to call a special meeting at
this time and recommend the election by shareholders of each Nominee.
On May 2, 2007, the Nominating Committee of the Trust met and
considered the nomination of the Candidates. Ms. Ramig, Mr. Stephans and Mr.
Shade were identified and recommended to the Trust's Nominating Committee by Mr.
Stimpson, an Interested Trustee of the Trust, Mr. Canon, an Independent Trustee
of the Trust, and Mr. Oelschlager, an Interested Trustee of the Trust and the
Chairman of the Trust's Board of Trustees, respectively. Based on the
Committee's review and evaluation of each Candidate's experience and
qualifications, and the potential benefits to the Trust of adding new, qualified
Independent Trustees who could add depth and breadth to the Board, the Committee
nominated the Candidates to be presented to the Board of the Trust. The
Committee also considered and evaluated the Current Trustees and determined to
nominate the Current Trustees to be presented to the Board of the Trust to
continue to serve as Trustees of the Trust. At a meeting on the same day, the
Board of the Trust fixed the size of the Board at seven and approved the
nomination of each of the Nominees to serve as a Trustee of the Trust, subject
to approval of his or her election by shareholders, as required under the 1940
Act, and recommended to shareholders that they approve the Nominees as Trustees
of the Trust.
If approved by shareholders at the Special Meeting, the Current
Trustees will continue to serve as members of the Board of Trustees of the
Trust. If approved by shareholders at the Special Meeting, the Candidates will
begin serving as members of the Board of Trustees of the Trust immediately
following the Special Meeting.
Each of the Nominees has consented to being named in this proxy
statement and serving as a Trustee if elected. The Trust knows of no reason why
any Nominee would be unable or unwilling to serve if elected.
INFORMATION REGARDING NOMINEES
The table below provides basic information about each Nominee. The
mailing address for each Nominee is Oak Associates, ltd., 3875 Embassy Parkway,
Suite 250, Akron, Ohio 44333.
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NUMBER OF
FUNDS IN
FUND
PRINCIPAL COMPLEX
POSITION(S) TERM OF OFFICE(1) OCCUPATION(S) TO BE
NAME AND HELD WITH AND LENGTH OF DURING PAST 5 OVERSEEN OTHER DIRECTORSHIPS HELD
AGE THE TRUST TIME SERVED YEARS BY NOMINEE BY NOMINEE
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NOMINEES FOR RE-ELECTION AS INTERESTED TRUSTEES (CURRENTLY SERVE AS INTERESTED TRUSTEES)
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
James D. Trustee, Since 2000 Managing Member, 7 None
Oelschlager(2) Chairman of President, Chief
the Board of Investment Officer
Age: 64 Trustees and Founder of Oak
Associates, ltd.
since 1985.
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
John G. Trustee Since 2000 Retired since 1993. 7 None
Stimpson(3)
Age: 65
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
NOMINEES FOR RE-ELECTION AS INDEPENDENT TRUSTEES (CURRENTLY SERVE AS INDEPENDENT TRUSTEES)
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
J. John Canon Trustee Since 2000 Director, Secretary 7 None
and Treasurer of
Age: 72 Amigos de Vino Inc.
(winery) since July
2003; Director,
Proconex (process
control equipment)
from 1985 to June
2007.
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Thomas E. Trustee Since 2001 Physician, 7 None
Gretter, M.D. Cleveland Clinic
(health care) since
Age: 72 1966.
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NOMINEES FOR ELECTION AS NEW INDEPENDENT TRUSTEES (CURRENTLY A CANDIDATE)
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Pauline F. Ramig None N/A Self-employed 7 None
financial planner
Age: 66 since 1992.
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Robert P. Stephans None N/A Accountant, 7 None
Stephans, Kun &
Age: 64 Co., P.C.
(accounting firm)
since 1987.
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
NUMBER OF
FUNDS IN
FUND
PRINCIPAL COMPLEX
POSITION(S) TERM OF OFFICE(1) OCCUPATION(S) TO BE
NAME AND HELD WITH AND LENGTH OF DURING PAST 5 OVERSEEN OTHER DIRECTORSHIPS HELD
AGE THE TRUST TIME SERVED YEARS BY NOMINEE BY NOMINEE
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Michael R. Shade None N/A Attorney, Shade and 7 None
Shade Partnership
Age: 58 (law firm) since
1979.
- ------------------- -------------- ------------------- --------------------- --------------- --------------------------------
(1) Because the Trust does not hold regular annual shareholder meetings, each
Nominee, if elected, will hold office until the earlier of his or her
resignation or his or her successor is duly appointed or elected and
qualified.
(2) Mr. Oelschlager is considered an Interested Trustee by virtue of his
controlling ownership interest in Oak Associates, ltd., the investment
adviser to the Trust (the "Adviser").
(3) Mr. Stimpson is considered an Interested Trustee because of his family
relationship with an employee of the Adviser.
COMPENSATION OF TRUSTEES AND OFFICERS
Interested Trustees and officers of the Trust do not receive any direct
compensation from the Trust. Each Independent Trustee receives an aggregate
annual fee (plus reimbursement for reasonable out-of-pocket expenses incurred in
connection with attendance at Board and committee meetings) from the Trust.
Payment of such fees and expenses is allocated between each respective Fund. If
elected, Ms. Ramig, Mr. Stephans and Mr. Shade would be entitled to receive
compensation from the Trust for serving as Independent Trustees, including
reimbursement for reasonable expenses incurred in attending meetings.
The chart below provides information about the total compensation
accrued and payable to the Independent Trustees by the Trust and the Fund
Complex for the Trust's most recently completed fiscal year, October 31, 2006.
The Trust is the only investment company in the "Fund Complex."
- ------------------------- ------------------ ----------------------------- ---------------------- -----------------------------
PENSION OR RETIREMENT ESTIMATED TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED AS ANNUAL BENEFITS FROM THE TRUST AND
NAME COMPENSATION PART OF FUND EXPENSES UPON RETIREMENT FUND COMPLEX
- ------------------------- ------------------ ----------------------------- ---------------------- -----------------------------
J. John Canon $38,000 N/A N/A $38,000
- ------------------------- ------------------ ----------------------------- ---------------------- -----------------------------
Thomas E. Gretter $38,000 N/A N/A $38,000
- ------------------------- ------------------ ----------------------------- ---------------------- -----------------------------
OWNERSHIP OF FUND SECURITIES
The table below shows the dollar range of equity securities
beneficially owned by each Nominee, as of April 30, 2007, in each Fund of the
Trust and all registered investment companies to be overseen by such Nominee in
the Trust's "family of investment companies," which, as of the date of this
Proxy Statement, included the seven Funds of the Trust.
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AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL FUNDS
TO BE OVERSEEN BY NOMINEE IN
DOLLAR RANGE OF EQUITY SECURITIES IN FAMILY OF INVESTMENT
NAME OF NOMINEE EACH FUND OF THE TRUST COMPANIES
- ------------------------------ -------------------------------------------------------- -------------------------------------
NOMINEES FOR INTERESTED TRUSTEES:
- ------------------------------ -------------------------------------------------------- -------------------------------------
James D. Oelschlager Over $100,000 (White Oak Fund) Over $100,000
Over $100,000 (Rock Oak Fund)
Over $100,000 (Pin Oak Fund)
Over $100,000 (Black Oak Fund)
Over $100,000 (Live Oak Fund)
Over $100,000 (Red Oak Fund)
Over $100,000 (River Oak Fund)
- ------------------------------ -------------------------------------------------------- -------------------------------------
John G. Stimpson Over $100,000 (Rock Oak Fund) Over $100,000
$50,001 - $100,000 (River Oak Fund)
- ------------------------------ -------------------------------------------------------- -------------------------------------
NOMINEES FOR INDEPENDENT TRUSTEES:
- ------------------------------ -------------------------------------------------------- -------------------------------------
J. John Canon Over $100,000 (White Oak Fund) Over $100,000
Over $100,000 (Rock Oak Fund)
Over $100,000 (Pin Oak Fund)
Over $100,000 (Black Oak Fund)
$50,001 - $100,000 (Live Oak Fund)
- ------------------------------ -------------------------------------------------------- -------------------------------------
Thomas E. Gretter $10,001 - $50,000 (White Oak Fund) $50,001 - $100,000
$1 - $10,000 (Rock Oak Fund)
$10,001 - $50,000 (Pin Oak Fund)
$10,001 - $50,000 (Red Oak Fund)
$1 - $10,000 (Black Oak Fund)
$1 - $10,000 (Live Oak Fund)
- ------------------------------ -------------------------------------------------------- -------------------------------------
Pauline F. Ramig None None
- ------------------------------ -------------------------------------------------------- -------------------------------------
Robert P. Stephans None None
- ------------------------------ -------------------------------------------------------- -------------------------------------
Michael R. Shade $10,001 - $50,000 (White Oak Fund) $50,001 - $100,000
$1- $10,000 (Rock Oak Fund)
$10,001 - $50,000 (Pin Oak Fund)
$10,001 - $50,000 (Black Oak Fund)
$10,001 - $50,000 (Live Oak Fund)
$10,001 - $50,000 (Red Oak Fund)
$1- $10,000 (River Oak Fund)
- ------------------------------ -------------------------------------------------------- -------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES
MEETINGS OF THE BOARD OF TRUSTEES. During the Trust's most recently
completed fiscal year, the Board of Trustees met 4 times. The Trust does not
have a policy with respect to the Trustees' attendance at meetings, but as a
matter of practice all of the Trustees attend the Trust's Board meetings
(in-person or by telephone) to the extent possible. None of the Trustees
attended fewer than 75% of the aggregate amount of meetings of the Board and
Board committees for which they were eligible to attend.
AUDIT COMMITTEE. The Trust's Board of Trustees has a standing Audit
Committee that is composed of each of the Independent Trustees of the Trust. The
Audit Committee operates under a written charter approved
by the Trust's Board. The principal responsibilities of the Audit Committee
include: recommending which firm to engage as the Trust's independent registered
public accountants and whether to terminate this relationship; reviewing the
independent registered public accountants' compensation, the proposed scope and
terms of its engagement, and the firm's independence; pre-approving audit and
non-audit services provided by the Trust's independent registered public
accountants to the Trust and certain other affiliated entities; serving as a
channel of communication between the independent registered public accountant
and the Trustees; reviewing the results of each external audit, including any
qualifications in the independent registered public accountants' opinion, any
related management letter, management's responses to recommendations made by the
independent registered public accountants in connection with the audit, reports
submitted to the Committee by the internal auditing department of the Trust's
administrator that are material to the Trust as a whole, if any, and
management's responses to any such reports; reviewing the Trust's audited
financial statements and considering any significant disputes between the
Trust's management and the independent registered public accountants that arose
in connection with the preparation of those financial statements; considering,
in consultation with the independent registered public accountants and the
Trust's senior internal accounting executive, if any, the independent registered
public accountants' report on the adequacy of the Trust's internal financial
controls; reviewing, in consultation with the Trust's independent registered
public accountants, major changes regarding auditing and accounting principles
and practices to be followed when preparing the Trust's financial statements;
and other audit related matters. Messrs. Canon and Gretter currently serve as
members of the Audit Committee. Mr. Canon serves as the Chairman of the Audit
Committee. The Audit Committee meets periodically, as necessary, and met twice
in the most recently completed fiscal year.
NOMINATING COMMITTEE. The Board has a standing Nominating Committee
that is composed of each of the Independent Trustees of the Trust. The
Nominating Committee has adopted a charter, a copy of which is attached hereto
as Exhibit A. The principal responsibilities of the Nominating Committee are to
consider, recommend and nominate candidates to fill vacancies on the Trust's
Board, if any. The Nominating Committee will review all shareholder
recommendations for nominations to fill vacancies on the Board if such
recommendations are submitted in writing and addressed to the Committee at the
Trust's office at 3875 Embassy Parkway, Suite 250, Akron, Ohio 44333. As of the
date of this Proxy Statement, the Nominating Committee has not adopted specific
minimum qualifications that the Committee believes a candidate must meet before
being considered for Board membership. Messrs. Canon and Gretter currently serve
as members of the Nominating Committee. The Nominating Committee meets
periodically, as necessary, and did not meet during the most recently completed
fiscal year.
FAIR VALUE PRICING COMMITTEE. The Board has a standing Fair Value
Pricing Committee that is composed of at least one Independent Trustee and
various representatives of the Trust's service providers, as appointed by the
Board. The Fair Value Pricing Committee operates under procedures approved by
the Board. The principal responsibilities of the Fair Value Pricing Committee
are to determine the fair value of securities for which current market
quotations are not readily available. The Fair Value Pricing Committee's
determinations are reviewed by the Board. The Fair Value Pricing Committee meets
periodically, as necessary, and did not meet in the most recently completed
fiscal year. Messrs. Canon, White and Kleinschmidt and Mmes. Manna, Rosala and
Tan, an employee of the Adviser, serve as members of the Fair Value Pricing
Committee.
COMMUNICATIONS WITH THE BOARD
Shareholders wishing to submit written communications to the Board
should send their communications to the Secretary of the Trust at One Freedom
Valley Drive, Oaks, Pennsylvania 19456. Any such communications received will be
reviewed by the Board at its next regularly scheduled meeting.
VOTING REQUIREMENT FOR SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES
At the Special Meeting, it is proposed that the seven Nominees be
elected as Trustees of the Trust to hold office until their successors are duly
elected and qualified. The election of a Nominee as a Trustee of the Trust
requires the affirmative vote of a plurality of all votes cast at the Special
Meeting, provided that a quorum
is present, in person or by proxy, at the Special Meeting. IF YOU RETURN YOUR
PROXY BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" ALL
NOMINEES NAMED HEREIN. If the Nominees are not approved by shareholders of the
Trust, the current Board of Trustees will remain in place and will consider
alternative nominations.
THE BOARD OF TRUSTEES, INCLUDING THE TRUST'S INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES
ADDITIONAL INFORMATION
EXECUTIVE OFFICERS OF THE TRUST
Information about the Trust's current principal executive officers is
set forth below. The mailing address of each officer, except Mr. White and Mmes.
Noll and Manna, is One Freedom Valley Drive, Oaks, Pennsylvania 19456. The
mailing address for Mr. White and Mmes. Noll and Manna is 3875 Embassy Parkway,
Suite 250, Akron, Ohio 44333.
- -------------------------- -------------------- ------------------ -----------------------------------------------------
TERM OF
OFFICE(1) AND
POSITION(S) WITH LENGTH OF TIME
NAME AND AGE THE TRUST SERVED PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
- -------------------------- -------------------- ------------------ -----------------------------------------------------
William E. White President Since 2000 Mutual Fund Product Manager of Oak Associates, ltd.
since 1997.
Age: 42
- -------------------------- -------------------- ------------------ -----------------------------------------------------
Eric Kleinschmidt Treasurer and Since 2005 Director of SEI Investments Fund Accounting since
Chief Financial 2004, after serving as a Manager from 1999 to 2004.
Age: 39 Officer
- -------------------------- -------------------- ------------------ -----------------------------------------------------
Sandra H. Noll Chief Compliance Since 2004 Director of Client Services at Oak Associates, ltd.
Officer, Vice since 1998 and Compliance Officer of Oak
Age: 43 President and Associates, ltd. since 1994.
Assistant Secretary
- -------------------------- -------------------- ------------------ -----------------------------------------------------
Sofia A. Rosala Vice President and Since 2005 Vice President and Assistant Secretary of SEI
Secretary Investments Management Corporation ("SIMC") and SEI
Age: 33 Investments Global Funds Services (the "Administrator")
since 2005. Compliance Officer at SEI Investments
from 2001 to 2004. Account and Product Consultant
at SEI Private Trust Company from 1998 to 2001.
- -------------------------- -------------------- ------------------ -----------------------------------------------------
Timothy D. Barto Vice President and Since 2000 General Counsel and Secretary of SIMC and the
Assistant Secretary Administrator since 2004. Vice President of SIMC
Age: 39 and the Administrator since 1999. Vice President
and Assistant Secretary of SEI Investments since
2001. Assistant Secretary of SIMC, the
Administrator and SEI Investments Distribution Co.
(the "Distributor") and Vice President of the
Distributor from 1999 to 2003.
- -------------------------- -------------------- ------------------ -----------------------------------------------------
Leslie Manna Vice President and Since 2000 Mutual Fund Coordinator at Oak Associates, ltd.
Assistant Secretary since 1995.
Age: 45
- -------------------------- -------------------- ------------------ -----------------------------------------------------
James Ndiaye Vice President and Since 2004 Vice President and Assistant Secretary of SIMC
Assistant Secretary since 2005. Vice President at Deutsche Asset
Age: 38 Management from 2003 to 2004. Associate at Morgan,
Lewis & Bockius LLP from 2000 to 2003. Assistant
Vice President at ING Variable Annuities Group from
1999 to 2000.
- -------------------------- -------------------- ------------------ -----------------------------------------------------
Michael Pang Vice President and Since 2005 Vice President and Assistant Secretary of SIMC
Assistant Secretary since 2005. Counsel for Caledonian Bank & Trust's
Age: 35 Mutual Funds Group for the year of 2004. Counsel
at Permal Asset Management from 2001 to 2004.
Associate for Schulte, Roth & Zabel's Investment
Management Group from 2000 to 2001.
- -------------------------- -------------------- ------------------ -----------------------------------------------------
(1) The officers of the Trust hold office for a one year term and until their
respective successors are chosen and qualified, or, in each case, until he
or she sooner dies, resigns, is removed, or becomes disqualified in
accordance with the Trust's By-Laws.
TRUSTEE AND OFFICER FUND OWNERSHIP
The chart below shows the number of shares of each Fund beneficially
owned by each Director and officer of the Trust and the Candidates as of the
Record Date. Except as provided below, each of the Directors and officers of the
Trust and each of the Candidates owned less than 1% of the outstanding shares of
each Fund as of the Record Date.
NAME NAME OF FUND AMOUNT OF SHARES PERCENT OF FUND'S OUTSTANDING SHARES
- ---- ------------ ----------------- ------------------------------------
James D. Oelschlager Red Oak Technology Select Fund 415,405.4950 4.00%
Black Oak Emerging Technology Fund 1,310,136.2600 10.09%
Live Oak Health Sciences Fund 307,624.0620 16.89%
White Oak Select Growth Fund 94,168.384 1.17%
Pin Oak Aggressive Stock Fund 147,418.409 6.10%
Rock Oak Core Growth Fund 252,074.6890 38.88%
River Oak Discovery Fund 244,032.5560 46.77%
INVESTMENT ADVISER
Oak Associates, ltd. (the "Adviser"), located at 3875 Embassy Parkway,
Suite 250, Akron, Ohio 44333, acts as the investment adviser to the Trust.
DISTRIBUTOR AND PRINCIPAL UNDERWRITER
SEI Investments Distribution Co., located at One Freedom Valley Drive,
Oaks, Pennsylvania 19456, acts as the distributor of the Trust.
ADMINISTRATOR
SEI Investments Global Funds Services, located at One Freedom Valley
Drive, Oaks, Pennsylvania 19456, acts as the administrator of the Trust.
5% SHAREHOLDERS
As of the Record Date, the following persons were the only persons who
were record owners or, to the knowledge of the Trust, were beneficial owners of
5% or more of each Fund's outstanding shares. Except for Mr. and Mrs.
Oelschlager, the Trust believes that most of the shares referred to below were
held by the below persons in accounts for their fiduciary, agency, or custodial
customers.
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PERCENTAGE OF
NUMBER OF FUND'S OUTSTANDING
NAME OF FUND NAME AND ADDRESS OF SHAREHOLDER SHARES OWNED SHARES
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
Red Oak Technology Select Fund National Financial Services Corp. 4,228,102.7510 30.58%
For the Exclusive Benefit of Our Customers
Attn Glenford Luke Earl Tyrrel
200 Liberty St
1 World Fin Ctr.
New York, NY 10281
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Charles Schwab & Co Inc. 2,143,780.5940 15.50%
Attn Mutual Funds / Team S
9601 E Panorama Circle
Mailstop Den2-02-011
Englewood, CO 80112-3441
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- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
PERCENTAGE OF
NUMBER OF FUND'S OUTSTANDING
NAME OF FUND NAME AND ADDRESS OF SHAREHOLDER SHARES OWNED SHARES
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
Ameritrade Inc. 807,353.0670 5.84%
For the Exclusive Benefit of Our Customers
PO Box 226
Omaha, NE 68103-226
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Black Oak Emerging Technology National Financial Services Corp. 2,278,488.5260 15.88%
Fund For the Exclusive Benefit of Our Customers
Attn Glenford Luke Earl Tyrrel
200 Liberty St.
1 World Fin Ctr.
New York, NY 10281
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Charles Schwab & Co Inc. 1,614,945.6920 11.25%
Attn Mutual Funds / Team S
9601 E Panorama Circle
Mailstop Den2-02-011
Englewood, CO 80112-3441
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James D Oelschlager TR 786,251.7440 5.48%
U/A DTD 11/17/1983
James D Oelschlager
3875 Embassy Parkway
Suite 250
Akron, OH 44333
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Ameritrade Inc. 741,532.7030 5.17%
For the Exclusive Benefit of Our Customers
PO Box 226
Omaha, NE 68103-226
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Live Oak Health Sciences Fund James D Oelschlager TR 199,929.5710 10.98%
U/A DTD 11/17/1983
James D Oelschlager
3875 Embassy Parkway
Suite 250
Akron, OH 44333
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Charles Schwab & Co Inc. 197,976.5520 10.87%
Attn Mutual Funds / Team S
9601 E Panorama Circle
Mailstop Den2-02-011
Englewood, CO 80112-3441
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National Financial Services Corp. 134,771.2760 7.40 %
For the Exclusive Benefit of Our Customers
Attn Glenford Luke Earl Tyrrel
200 Liberty St.
1 World Fin Ctr.
New York, NY 10281
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Ameritrade Inc. 122,746.0250 6.74 %
For the Exclusive Benefit of Our Customers
Po Box 226
Omaha, NE 68103-226
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PERCENTAGE OF
NUMBER OF FUND'S OUTSTANDING
NAME OF FUND NAME AND ADDRESS OF SHAREHOLDER SHARES OWNED SHARES
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
Vanita B Oelschlager TR 107,694.4910 5.91%
U/A DTD 3/27/1990
Vanita B Oelschlager
3875 Embassy Parkway
Suite 250
Akron, OH 44333
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White Oak Select Growth Fund Charles Schwab & Co Inc. 2,969,163.8780 24.39%
Attn Mutual Funds / Team S
9601 E Panorama Circle
Mailstop Den2-02-011
Englewood, CO 80112-3441
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National Financial Services Corp. 2,925,943.7550 24.03%
For the Exclusive Benefit of Our Customers
Attn Glenford Luke Earl Tyrrel
200 Liberty St.
1 World Fin Ctr.
New York, NY 10281
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Pin Oak Aggressive Stock Fund National Financial Services Corp. 675,399.9810 21.02%
For the Exclusive Benefit of Our Customers
Attn Glenford Luke Earl Tyrrel
200 Liberty St.
1 World Fin Ctr.
New York, NY 10281
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Charles Schwab & Co Inc. 556,181.8740 17.31%
Attn Mutual Funds / Team S
9601 E Panorama Circle
Mailstop Den2-02-011
Englewood, CO 80112-3441
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
Rock Oak Core Growth Fund James D Oelschlager TR 127,074.6890 19.60%
U/A DTD 11/17/1983
James D Oelschlager
3875 Embassy Parkway
Suite 250
Akron, OH 44333
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
Vanita B Oelschlager TR 125,000 19.28%
U/A DTD 3/27/1990
Vanita B Oelschlager
3875 Embassy Parkway
Suite 250
Akron, OH 44333
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
Charles Schwab & Co Inc. 66,847.7360 10.31%
Attn Mutual Funds / Team S
9601 E Panorama Circle
Mailstop Den2-02-011
Englewood, CO 80112-3441
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
PERCENTAGE OF
NUMBER OF FUND'S OUTSTANDING
NAME OF FUND NAME AND ADDRESS OF SHAREHOLDER SHARES OWNED SHARES
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
National Financial Services Corp. 36,252.8390 5.59%
For the Exclusive Benefit of Our Customers
Attn Glenford Luke Earl Tyrrel
200 Liberty St.
1 World Fin Ctr.
New York, NY 10281
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
River Oak Discovery Fund James D Oelschlager TR 139,944.2490 26.82%
U/A DTD 11/17/1983
James D Oelschlager
3875 Embassy Parkway
Suite 250
Akron, OH 44333
- --------------------------------- ----------------------------------------------- ---------------------- --------------------------
Vanita B Oelschlager TR 104,088.3070 19.95%
U/A DTD 3/27/1990
Vanita B Oelschlager
3875 Embassy Parkway
Suite 250
Akron, OH 44333
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP ("KPMG") serves as the independent registered public
accounting firm for the Trust. Representatives of KPMG are not expected to be
present at the Special Meeting, but have been given an opportunity to make a
statement if they so desire and will be available should any matter arise
requiring their presence.
AUDIT FEES. Below are the aggregate fees billed for each of the last
two fiscal years for professional services rendered by KPMG for the audit of the
Trust's annual financial statements and services that are normally provided by
KPMG in connection with statutory and regulatory filings or engagements for
those years.
OCTOBER 31, 2006 OCTOBER 31, 2005
---------------- ----------------
$110,500 $104,000
AUDIT-RELATED FEES. There were no fees billed to the Trust in each of
the last two fiscal years for assurance and related services by KPMG that are
reasonably related to the performance of the audit of the Trust's financial
statements and are not reported under "Audit Fees" above (together,
"Audit-Related Services"). With respect to engagements that related directly to
the operations or financial reporting of the Trust, there were no fees billed by
KPMG for Audit-Related Services to the Adviser or any entity controlling,
controlled by or under common control with the Adviser that provides ongoing
services to the Trust (together referred to herein as "Affiliated Service
Providers") for each of the last two fiscal years.
TAX FEES. There were no fees billed to the Trust in each of the last
two fiscal years for professional services rendered by KPMG for tax compliance,
tax advice and tax planning (together, "Tax-Related Services"). With respect to
engagements that related directly to the operations or financial reporting of
the Trust, there were no fees billed by KPMG for Tax-Related Services to the
Adviser or the Affiliated Service Providers for each of the last two fiscal
years.
ALL OTHER FEES. There were no fees billed to the Trust in each of the
last two fiscal years for other products and services by KPMG, other than the
services reported above (together, "Other Fees"). With respect
to engagements that related directly to the operations or financial reporting of
the Trust, KPMG did not bill the Adviser or the Affiliated Service Providers for
Other Fees in each of the last two fiscal years.
AGGREGATE NON-AUDIT FEES. There were no non-audit fees billed by KPMG
to the Trust, the Adviser or the Affiliated Service Providers in each of the
last two fiscal years.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. As of the date of
this Proxy Statement, the Audit Committee has not adopted pre-approval policies
and procedures. As a result, all services provided by KPMG must be directly
pre-approved by the Audit Committee.
BOARD CONSIDERATION OF NON-AUDIT SERVICES. During the past two fiscal
years, KPMG did not report to the Audit Committee the existence of any non-audit
services that were provided to the Trust, the Adviser or the Affiliated Service
Providers.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts. As such, the Trust is not required to, and does
not, have annual meetings. Nonetheless, the Board of Trustees may call a special
meeting of shareholders for action by shareholder vote as may be required by the
1940 Act or as required or permitted by the Declaration of Trust and By-Laws of
the Trust. Shareholders who wish to present a proposal for action at a future
meeting should submit a written proposal to the Trust for inclusion in a future
proxy statement. The Board of Trustees will give consideration to shareholder
suggestions as to nominees for the Board of Trustees, as discussed above under
the heading "Nominating Committee." Shareholders retain the right to request
that a meeting of the shareholders be held for the purpose of considering
matters requiring shareholder approval.
QUORUM, VOTING AND OTHER MATTERS
In order to act upon the proposal, a quorum is required to be present
at the Special Meeting. A majority in interest of the shares entitled to vote on
the proposal shall constitute a quorum for the transaction of business at the
Special Meeting. Any lesser number, however, shall be sufficient for
adjournments. A "majority in interest" means 50.1% or more of total votes
represented by all shares entitled to vote and present at the Special Meeting
either in person or by proxy.
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. The Trust believes that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the proposal when they have not
received instructions from beneficial owners.
No business other than the matter described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of the
Special Meeting or any question as to an adjournment of the Special Meeting
arise, the persons named in the enclosed proxy will vote thereon according to
their best judgment in the interest of the Trust.
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 Special Meeting for a period or periods 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. Abstentions and "broker
non-votes" will not be counted for or against such proposal to adjourn. The
persons named as proxies will vote in favor of adjournments with respect to the
proposal those proxies that 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 Trust will bear the costs of any additional
solicitation and any adjourned sessions.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET
AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.
By Order of the Trustees,
/S/ WILLIAM E. WHITE
--------------------
William E. White
President
Dated: June 15, 2007
EXHIBIT A
OAK ASSOCIATES FUNDS
NOMINATING COMMITTEE CHARTER
THE COMMITTEE
The Nominating Committee (the "Committee") is a committee of, and established
by, the Board of Trustees (the "Board") of Oak Associates Funds (the "Trust").
The Committee consists of such number of members as set by the Board from time
to time and its members shall be selected by the Board. The Committee shall be
comprised entirely of "Independent Trustees." For purposes of this Charter,
Independent Trustees shall mean members of the Board who are not interested
persons of the Trusts as defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended (the "1940 Act").
BOARD NOMINATIONS AND FUNCTIONS.
1. The Committee shall select and nominate all persons to serve as
Independent Trustees. The Committee shall evaluate candidates' qualifications
for Board membership and the independence of such candidates from the investment
advisers and other principal service providers for the funds of the Trusts.
Persons selected must be independent in terms of both the letter and the spirit
of the 1940 Act. The Committee shall also consider the effect of any
relationships beyond those delineated in the 1940 Act that might impair
independence, E.G., business, financial or family relationships with investment
advisers or service providers.
2. The Committee also shall evaluate the qualifications of and make
recommendations for "interested" Trustee candidates to the Board.
3. The Committee may adopt from time to time specific, minimum
qualifications that the Committee believes a candidate must meet before being
considered as a candidate for Board membership and shall comply with any rules
adopted from time to time by the U.S. Securities and Exchange Commission
regarding investment company nominating committees and the nomination of persons
to be considered as candidates for Board membership.
4. The Committee shall review shareholder recommendations for
nominations to fill vacancies on the Board if such recommendations are submitted
in writing and addressed to the Committee at the applicable Trust's offices. The
Committee shall adopt, by resolution, a policy regarding its procedures for
considering candidates for the Board, including any recommended by shareholders.
COMMITTEE NOMINATIONS AND FUNCTIONS.
1. The Committee has the authority to make recommendations to the full
Board for nomination for membership on any committees of the Board.
2. The Committee is responsible for the adoption and administration of
any policy for retirement from Board membership.
3. The Committee has the authority to review as necessary the
responsibilities of any committees of the Board, whether there is a continuing
need for each committee, whether there is a need for additional committees of
the Board, and whether committees should be combined or reorganized. The
Committee shall make recommendations for any such action to the full Board.
4. The Committee shall, on an annual basis or at least as often as is
required by law, review the performance of the Board. The Committee may invite
any or all Interested Trustees or others to participate in such reviews as it
deems appropriate.
OTHER POWERS AND RESPONSIBILITIES.
1. The Committee shall meet at least once each year or more frequently
in open or executive sessions. The Committee may invite members of management,
counsel, advisers and others to attend its meetings as it deems appropriate. The
Committee shall have separate sessions with management and others, as and when
it deems appropriate.
A-1
2. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to retain special counsel
and other experts or consultants at the expense of the applicable Fund or Trust.
3. The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.
4. A majority of the members of the Committee shall constitute a quorum
for the transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may meet in
person or by telephone, and the Committee may act by written consent, to the
extent permitted by law and by the applicable Trust's by-laws. In the event of
any inconsistency between this Charter and a Trust's organizational documents,
the provisions of the Trust's organizational documents shall govern.
5. The Committee shall review this Charter as appropriate and recommend
any changes to the full Board.
6. The Committee shall elect one of its members to serve as Chairman,
who shall serve until another Chairman is elected.
A-2
TO VOTE BY INTERNET
1) Read the Proxy Statement.
2) Go to www.proxyweb.com.
3) Follow the on-line instructions.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement.
2) Call 1-888-221-0697.
3) Follow the recorded instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate box on the reverse side.
3) Sign, date and return the Proxy Card in the envelope provided.
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD.
OAK ASSOCIATES FUNDS
PROXY FOR THE MEETING OF SHAREHOLDERS OF
WHITE OAK SELECT GROWTH FUND
ROCK OAK CORE GROWTH FUND
PIN OAK AGGRESSIVE STOCK FUND
RIVER OAK DISCOVERY FUND
RED OAK TECHNOLOGY SELECT FUND
BLACK OAK EMERGING TECHNOLOGY FUND
LIVE OAK HEALTH SCIENCES FUND
This proxy is solicited by the Board of Trustees of Oak Associates Funds (the
"Trust"). It is for your use in voting to elect Trustees for the Trust and each
of its portfolios, the White Oak Select Growth Fund, Rock Oak Core Growth Fund,
Pin Oak Aggressive Stock Fund, River Oak Discovery Fund, Red Oak Technology
Select Fund, Black Oak Emerging Technology Fund and Live Oak Health Sciences
Fund.
The undersigned shareholder(s) of the Trust, revoking previous proxies, hereby
appoint(s) James Ndiaye and Michael Pang, and each of them (with full power of
substitution), the proxies of the undersigned to attend the Meeting of
Shareholders to be held on August 1, 2007, at the offices of SEI Investments
Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456, at 1:30 p.m.,
Eastern time, and any adjournments thereof (the "Meeting"), upon any other
matter that may properly come before the Meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned. IF YOU SIGN THE PROXY WITHOUT OTHERWISE INDICATING A VOTE ON
THE PROPOSAL, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED BELOW. AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
MEETING, THE SHARES WILL BE VOTED BY THE PROXIES IN ACCORDANCE WITH THEIR
JUDGMENT. The undersigned acknowledges receipt of the Notice of Special Meeting
of Shareholders and the Proxy Statement.
Date: , 2007
--------------------
IMPORTANT: PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- --------------------------------------
Signature(s) (Title(s), if applicable)
Please print and sign exactly as your name(s) appear on this card to authorize
the voting of your shares. When signing as attorney or executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person. For joint
accounts, each joint owner must sign.
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 ON BEHALF OF THE BOARD OF TRUSTEES, WHICH UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED BELOW.
PROPOSAL 1. TO ELECT MEMBERS OF THE BOARD OF TRUSTEES OF THE TRUST
FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT* [ ]
Nominees for Independent Trustee:
(01) J. John Canon, (02) Thomas E. Gretter, (03) Pauline F. Ramig, (04) Robert
P. Stephans and (05) Michael R. Shade.
Nominees for Interested Trustee:
(06) James D. Oelschlager and (07) John G. Stimpson
_______________________________________________________________________
* INSTRUCTION: To withhold authority to vote for one or more individual
nominees, write the name(s) of such nominee(s) above:
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.