SCHEDULE 14A (RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TIMOTHY PLAN
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(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
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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)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
..........................................................................
2. Aggregate number of securities to which transaction applies:
..........................................................................
3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
..........................................................................
4. Proposed maximum aggregate value of transaction:
..........................................................................
5. Total fee paid:
..........................................................................
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
2. Amount Previously Paid:
..........................................................................
3. Form, Schedule or Registration Statement No.:
..........................................................................
4. Filing Party:
..........................................................................
5. Date Filed:
..........................................................................
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
of the
TIMOTHY LARGE/MID-CAP VALUE FUND
1304 West Fairbanks Avenue
Winter Park, FL 32789
Toll Free 800-662-0201
The Timothy Plan (the "Trust") is holding a special meeting of the
shareholders of the Timothy Plan Large/Mid-Cap Value Fund (the "Special
Meeting") on Friday, April 29, 2005 at 10:00 a.m., Eastern Time. The Special
Meeting will be held at the offices of the Trust's Administrator, Citco Mutual
Fund Services, Inc., located at 83 General Warren Boulevard, Suite 200, Malvern,
PA 19355.
The Trust is a Delaware business trust, registered with the Securities and
Exchange Commission ("SEC") and operating as an open-end management investment
company. The Trust has authorized the division of its shares into various series
("Funds") and currently offers shares of twelve Funds to the public. The Trust
further has authorized the division of its shares into various classes, each
with different sales charges and/or ongoing fees. The Timothy Plan Large/Mid-Cap
Value Fund (the "Fund") offers Class A Shares, which are sold to the public with
a front-end sales charge, Class B Shares, which are sold with a contingent
deferred sales charge ("CDSC") which declines to zero over a period of years and
an ongoing distribution and servicing (12b-1) fee of 1.00%, and Class C shares,
which are sold with a contingent deferred sales charge of 1% for the first year
and an ongoing distribution and servicing (12b-1) fee of 1.00%. Sales of Class B
shares have been closed to new investors since May3, 2004.
There is only one item for consideration at the Special Meeting. You and
your fellow shareholders are being asked to approve a new sub-investment
advisory agreement on behalf of your Fund with Westwood Management Corp.
("Westwood"), a registered investment advisory company.
Fox Asset Management, Inc., the Fund's former sub-investment adviser,
resigned its position as of March 1, 2005. The engagement of Westwood is
necessary in order to maintain professional investment management expertise for
the Fund. The proposed sub-advisory agreement with Westwood will NOT result in
an increase in the Fund's overall expense structure. The details of the proposed
sub-advisory agreement are contained in the accompanying proxy materials, and we
urge you to read it carefully.
You may vote at the Special Meeting if you are the record owner of
shares of the Fund as of the close of business on March 15, 2005. If you attend
the Special Meeting, you may vote your shares in person. If you expect to attend
the Special Meeting, please call the Trust at 1-800-662-0201 to inform them.
Your vote on this proposal is very important. If you own Fund shares
in more than one accounts of the Trust, you will receive a proxy statement and
one proxy card for each of your accounts. You will need to fill out each proxy
card in order to vote the shares you hold for each account.
Whether or not you plan to attend the Special Meeting, please fill
in, date, sign and return your proxy card(s) in the enclosed postage paid
envelope. You may also return your completed proxy card by faxing it to the
Trust at 610-232-1777. PLEASE VOTE NOW TO HELP SAVE THE COST OF ADDITIONAL
SOLICITATIONS.
As always, we thank you for your confidence and support.
By Order of the Board of Trustees,
Arthur Ally
Chairman
March 29, 2005
THE TIMOTHY PLAN
Special Meeting of the Shareholders of
the
Timothy Plan Large/Mid-Cap Value Fund
1304 West Fairbanks Avenue
Winter Park, FL 32789
Toll Free: 800-662-0201
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PROXY STATEMENT
Dated March 29, 2005
SPECIAL MEETING OF SHAREHOLDERS
To be Held on April 29, 2005
Introduction
The Board of Trustees (the "Board") of the Timothy Plan (the "Trust") has voted
to call a special meeting of all shareholders of the Timothy Plan Large/Mid-Cap
Value Fund (the "Fund"), in order to seek shareholder approval of one proposal
relating to the Fund. The Special Meeting will be held at the offices of Citco
Mutual Fund Services, Inc. ("Citco"), at 10:00 a.m., Eastern Time, on Friday,
April 29, 2005. Citco serves as Administrator to the Trust. If you expect to
attend the Special Meeting in person, please call the Trust at 1-800-662-0201 to
inform them of your intention. This proxy was first mailed to eligible
shareholders on or about March 24, 2005.
Items for Consideration
The Special Meeting will be held to consider the following items of
business:
(a) Approval of a new sub-investment advisory agreement with Westwood
Management Corp. ("Westwood") for the Fund; and
(b) Such other business as may properly come before the shareholders of
the Fund.
Eligibility to Vote
If you were the record owner of any shares of the Fund as of the close of
business on March 15, 2005 (the "Record Date"), then you are eligible to
vote at the Special Meeting. As of the Record Date, the Fund had a total
of 4,039,397.59 shares issued and outstanding. Each full share counts as
one vote, and fractional shares count as fractional votes.
Voting by Proxy
The simplest and quickest way for you to vote is to complete, sign, date
and return the enclosed proxy card(s) in the postage paid envelope
provided. The Board urges you to fill out and return your proxy card(s)
even if you plan to attend the Special Meeting. Returning your proxy
card(s) will not affect your right to attend the Special Meeting and vote.
The Board has named Theresa McNamee and Terry Covert as proxies, and their
names appear on your proxy card(s). By signing and returning your proxy
card(s) to the Trust, you are appointing those persons to vote for you at
the Special Meeting. If you fill in and return your proxy card(s) to the
Trust in time to vote, one of the appointed proxies will vote your shares
as you have directed on your proxy. If you sign and return your proxy
card(s), but do not make specific choices, one of the appointed proxies
will vote your shares in favor of all items relating to your proxy.
If an additional matter is presented for vote at the Special Meeting, one
of the appointed proxies will vote in accordance with his/her best
judgment. At the time this proxy statement was printed, the Board was not
aware of any other matter that needed to be acted upon at the Special
Meeting other than the one Proposal discussed in this proxy statement.
If you appoint a proxy by signing and returning your proxy card(s), you
can revoke that appointment at any time before it is exercised. You can
revoke your proxy by sending in another proxy with a later date, or by
notifying the Trust's Secretary in writing, that you have revoked your
proxy prior to the Special Meeting. The Trust's Secretary is Mr. Joseph
Boatwright and he may be reached at the following address: 1304 West
Fairbanks Avenue, Winter Park, FL 32789.
Voting in Person
If you attend the Special Meeting and wish to vote in person, you will be
given one ballot for each of your accounts when you arrive. If you have
already voted by proxy and wish to vote in person instead, you will be
given an opportunity to do so during the Special Meeting. If you attend
the Special Meeting, but your shares are held in the name of your broker,
bank or other nominee, you must bring with you a letter from that nominee
stating that you are the beneficial owner of the shares on the Record Date
and authorizing you to vote.
Requirement of a Quorum
A quorum is the number of outstanding shares, as of the Record Date, that
must be present in person or by proxy in order for the Trust to hold a
valid shareholder meeting. The Trust cannot hold a valid shareholder
meeting unless there is a quorum of shareholders. For this Special
Meeting, 2,019,6989.795 (50% + 1) eligible shares of the Fund must be
present, in person or by proxy, to constitute a quorum.
Under rules applicable to broker-dealers, if your broker holds your shares
in its name, the broker is not allowed to vote your shares unless it has
received voting instructions from you. If your broker does not vote your
shares because it has not received instructions from you, those shares
will be considered broker non-votes. Broker non-votes and abstentions
count as present for purposes of establishing a quorum, and count as votes
cast against the Proposal.
Required Votes to Approve the Proposal
The affirmative vote of a "majority" of the shares entitled to vote of the
Fund, as of the Record Date, are required in order to approve the
Proposal. For purposes of approving shareholder proposals, the Investment
Company Act of 1940, as amended (the "1940 Act") defines a "majority" of
the outstanding voting securities of a fund as the lesser of (a) the vote
of holders of at least 67% of the voting securities of the Fund present in
person or by proxy, if more than 50% of such shares are present in person
or by proxy; or (b) the vote of holders of more than 50% of the
outstanding voting securities of the Fund.
Broker non-votes will not count as votes cast and will have the effect of
votes against the Proposal.
Adjournments
The appointed proxies may propose to adjourn the Special Meeting, either
in order to solicit additional proxies or for other purposes. If there is
a proposal to adjourn the Special Meeting, the affirmative vote of a
majority of the shares present at the Special Meeting, in person or by
proxy, is required to approve the adjournment.
Cost Of The Shareholder Meeting And Proxy Solicitation
The Fund is paying the costs of the Special Meeting. Certain of employees
of Timothy Partners, Ltd, Investment Adviser and Principal Underwriter to
the Fund ("TPL"), or their designees, may be conducting proxy
solicitations. TPL will not be charging the Fund for any costs associated
with such solicitations.
Who To Call With Questions
Please call the Trust at 1-800-662-0201 with any questions you may have
relating to this proxy statement. Also, at your request, the Trust will
send you a free copy of its most recent audited annual report, dated
December 31, 2004. Simply call the Trust to request a copy of the report,
and it will be sent to you within three (3) business days of receipt of
your request.
PROPOSAL # 1. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT WITH
WESTWOOD MANAGEMENT CORP. ("WESTWOOD") ON BEHALF OF THE
TIMOTHY PLAN LARGE/MID-CAP VALUE FUND
Background
The Timothy Plan Large/Mid-Cap Value Fund (the "Fund") invests the
majority of its assets in the common stock of mid- to large capitalization
(over $2 billion in market capitalization) U.S. domestic companies with
the objective of providing long term growth of capital, and with a
secondary objective of current income. The Fund currently offers Class A
and Class C shares, and previously offered Class B shares. Class A shares
of the Fund commenced investment operations on July 14, 1999, Class B
shares commenced investment operations on July 15, 1999, and Class C
shares commenced investment operations on February 2, 2004.
Timothy Partners, Ltd. ("TPL"), 1304 West Fairbanks Avenue, Winter Park,
FL 32789, serves as investment adviser to the Fund under a written
investment advisory agreement approved by the Board and separately
ratified by the Fund's shareholders. The investment advisory agreement
with TPL has been in effect since the Fund's inception in July, 1999 and
was last renewed by the Board on February 25, 2005.
TPL is a Florida limited partnership organized on December 6, 1993 and is
registered with the Securities and Exchange Commission ("SEC") as an
investment adviser. Mr. Arthur D. Ally is President of TPL and is
responsible for the day-to-day activities of TPL. Covenant Funds, Inc., a
Florida corporation ("CFI"), is the managing general partner of TPL. Mr.
Ally also is President and 70% shareholder of CFI. Mr. Ally had over
eighteen years experience in the investment industry prior to founding
TPL, having worked for Prudential Bache, Shearson Lehman Brothers and
Investment Management & Research. In addition to his positions as
President of TPL and CFI, Mr. Ally also serves as President and Chairman
of the Board of Trustees of the Trust. Mr. Ally does not receive any
compensation for his services to the Trust as an officer or Trustee of the
Trust, but he does receive compensation from TPL as a result of his
ownership interest in TPL and service as an officer and director of TPL.
For its services to the Fund, TPL receives a fee, calculated daily and
paid monthly, equal to an annual rate of 0.85% of the average daily net
assets of the Fund.
The Investment Management Structure
Along with most of the Timothy Plan funds, the Fund operates under a
"manager of managers" structure. Under that structure, TPL serves as the
investment adviser to the Fund and is responsible for the overall
management and supervision of the Fund and its operations. However, the
day-to-day selection of securities for the Fund and the provision of a
continuing and cohesive Fund investment strategy is handled by one or more
sub-advisers. One of TPL's principal responsibilities to the Fund as
investment adviser is to select and recommend suitable firms to offer
day-to-day investment management services to the Fund as sub-advisers.
These sub-advisory firms are paid for their services to the Fund by TPL
out of the fees paid to TPL by the Fund.
Fox Asset Management, LLC ("Fox"), 44 Sycamore Avenue, Little Silver, NJ
07739, has served as sub-investment adviser to the Fund under a written
sub-advisory agreement between the Trust, TPL & Fox since the inception of
the Fund in July, 1999. Fox's sub-advisory agreement was originally
approved by the Fund's shareholders immediately prior to the Fund's
commencement of operations and was last renewed by the Board on February
27, 2004.
On or about January 28, 2005, TPL, on behalf of the Board of Trustees,
informed Fox that its agreement to serve as sub-adviser to the Fund was
being terminated, such termination to become effective as of March 28
2005. This action was taken after ongoing consultations by and between TPL
and the Board concerning Fox's internal structure and capabilities. Fox
had recently undergone certain merger activity and several of the key
persons whom the Fund had counted on for investment management had left
Fox, including the firm's founder, Given the Trust's mandate of providing
extraordinary stewardship for all of the Trust's Funds, TPL and the Board
ultimately agreed that the changes at Fox might not be beneficial to the
Fund's shareholders and that a larger firm with greater resources would
likely be beneficial to the Fund's future growth and would better serve
the Fund's shareholders.
TPL, in anticipation of the departure of Fox, engaged the firm of UBS
PRIME Consultant to assist it in a search to find a new sub-adviser for
the Fund. A thorough search and vetting process involving a number of
candidates was undertaken, and after interviewing a number of potential
replacements, TPL and UBS submitted Westwood Management Corp. ("Westwood")
to the Board for its consideration.
Fox was informed that Westwood had been tentatively selected as successor
sub-adviser, and with the consent of TPL and the Board, Fox decided to
terminate its services to the Fund as of February 28, 2005, subject to
Board approval of Westwood. Westwood, in turn, agreed to begin providing
services to the Fund on March 1, 2005, subject to Board approval.
Westwood Management Corp. ("Westwood")
Westwood Management Corp., 200 Crescent Court, Suite 1200, Dallas, TX
75201, was established in 1982 as a New York corporation and is registered
with the Securities and Exchange Commission as an investment advisory firm
under the Investment Advisers Act of 1940, as amended. As of December 31,
2004, Westwood managed approximately $3.79 billion in client assets.
Westwood Holdings Group, Inc., a public company listed on the New York
Stock Exchnage ("WHG"), owns a controlling interest in Westwood. Ms. Susan
M. Byrne, CFA founded Westwood and currently serves as the firm's Chief
Investment Officer and Portfolio Manager. Ms. Byrne also serves as Chief
Executive Officer and Chairman of the board of Directors of WHG. Ms. Byrne
has been an investment professional for over 35 years. Ms. Byrne entered
the financial services industry in 1970 where she worked for major
wirehouses until 1978. From 1978 until she founded Westwood, Mrs. Byrne
served Bankers Trust as a portfolio manager in the employee benefits
department, and GAF Corp. as a portfolio manager and assistant treasurer.
Westwood utilizes a team of investment professionals to manage their
Large/Mid-Cap Value portfolio clients' assets. The primary team members
responsible for the Fund's investment operations are Christopher McDonald,
CFA, Kellie Stark, CFA, Jay K. Singhania, CFA, Ragan R. Stienke and the
team's leader, Susan M. Byrne, CFA. Each team member has a number of other
Westwood professionals supporting their efforts. The members of the
Westwood investment team average in excess of 13 years experience in the
investment field.
Additional Information about Westwood
The information presented below is designed to provide additional
information about Westwood, the team members of Westwood responsible for
the Fund's investments, and the means by which such persons are
compensated for their services. .
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Portfolio Types, Asset Amounts and No. of Types, Asset Amounts and No. of
Manager Accounts Managed by Team Members Accounts Managed by Team Members
Where Compensation is Performance Based
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Registered Other Pooled Other Registered Other Pooled Other
Investment Investment Accounts Investment Investment Accounts
Companies Vehicles Companies Vehicles
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No. of Total No. of Total No. of Total No. of Total No. of Total No. of Total
Accts Assets Accts. Assets Accts. Assets Accts Assets Accts. Assets Accts. Assets
(mil) (mil) (mil) (mil) (mil) (mil)
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Team 3 $469 5 $627 36 $1.753 0 NA 0 NA 0 NA
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Westwood combines three elements to each member's total compensation: base
salary, cash bonus and restricted company stock. Base salary is reviewed
on an annual basis and can be adjusted based on the employee's
performance. For Salary and Restricted Stock grants, Westwood utilizes a
performance measurement process that incorporates both qualitative and
quantitative measures. The results contribute to decisions for the cash
bonus and restricted stock grants. Restricted stock is granted on an
annual basis and carries a 4-year rolling vesting schedule. Westwood does
not currently have any clients where portfolio manager compensation is
based, either in whole or in part, on client investment portfolio
performance.
Board Considerations
On January 27, 2005, the Fund's Board of Trustees held a special meeting
to consider a new sub-investment adviser for the Fund, and after full
deliberation, selected Westwood to serve in that capacity.
During its deliberations, the Board reviewed the qualifications of
Westwood and heard a presentation by representatives of UBS PRIME
Consultant and TPL relating to Westwood. UBS and TPL both reported that
prior to the Board meeting, Mr. Ally and Mr. Wessley Pennington, the
board's senior independent Trustee, along with representatives of UBS, had
traveled to Westwood's offices in Dallas, Texas to conduct due diligence
on the firm and to hear a formal presentation. UBS, TPL and Mr. Pennington
were unanimous in their praise for the firm and their confidence in the
firm's ability to serve the Fund.
The Board then received written information relating to the experience,
strengths, other clients and past investment performance of Westwood and
noted with approval the firm's consistently above-average investment
performance, its size and level of expertise, and quality of clientele.
The Board noted with further approval that no officer or trustee of the
Fund or Trust was affiliated with Westwood, and that no compensation was
to be paid to Westwood other than advisory fees under the agreement. The
Board also reviewed the financial condition of Westwood and questioned
both TPL and UBS at length to assure themselves that Westwood was
financially capable of undertaking the responsibilities of serving the
Fund.
The Board then turned its attention to the terms of the proposed
sub-advisory agreement. Under the terms of the proposed sub-advisory
agreement with Westwood, Westwood would be responsible for providing
day-to-day investment advice and choosing the securities in which the Fund
invests. Westwood would report directly to TPL, and TPL would be
responsible to report to the Board for any errors or omissions made by
Westwood. Westwood would not be responsible for mistakes or errors of
judgment in its management of the investments of the Fund unless those
mistakes or errors of judgment resulted from gross negligence, willful
misfeasance or intentional wrongdoing. The proposed sub-advisory agreement
would have an initial term of two years, and may be renewed annually
thereafter by affirmative vote of a majority of the Board of Trustees and
a separate concurring majority vote of the Trust's independent Trustees.
The proposed sub-advisory agreement may be terminated by any party at any
time, without penalty, upon sixty (60) days written notice. The proposed
sub-advisory agreement would become effective immediately upon receipt of
shareholder approval. A copy of the proposed sub-advisory agreement with
Westwood is included as Exhibit B to this proxy, which is incorporated by
reference into this discussion as if fully set forth herein.
The Board then discussed the proposed fees payable to Westwood for its
services to the Fund. Since those fees would be paid to Westwood by TPL
out of the fees it received from the Fund, the Board sought TPL's opinion
concerning the reasonableness of the proposed fee structure. TPL reported
to the Board that Westwood was at least as competitive as the other
candidates it had interviewed with respect to its proposed fees. TPL
further reported that because Westwood's proposed fees were so reasonable,
TPL would be able to maintain its current level of service to the Funds
without the need to seek an overall fee increase.
Based on the Board's review and UBS and TPL's recommendation, the Board
unanimously voted to approve Westwood as sub-advisor to the Fund and to
seek shareholder approval of their choice. The Board then entered into an
interim agreement with Westwood to provide sub-advisory services to the
Fund for a period not to exceed 150 days, commencing on March 1, 2005. The
interim agreement will expire at the end of that time or immediately upon
approval of a permanent agreement by the Fund's shareholders, whichever
shall first occur. the interim agreement is identical in all other
respects to the proposed agreement attached to this proxy statement as
Exhibit B.
Fees and Expenses
If Westwood becomes the new Sub-Advisor to the Fixed Income Fund, TPL will
pay a portion of the fee it currently receives from the Fixed Income Fund
to Westwood. Westwood has agreed to serve as Sub-Advisor to the Fixed
Income Fund for fees based upon the following schedule:
Fund Assets Annual Fee Percentage
zero to $10 million 0.42%
> $10 million to $15 million 0.40%
>15 to $25 million 0.35%
Above $25 million 0.25%
The fees paid to Westwood on behalf of the Fund under the sub-advisory
agreement will be paid by TPL out of the fees received by TPL under its
Investment Advisory Agreement with the Fund, so overall fees to the Fund's
shareholders will not change. Westwood may temporarily agree to accept a
fee based on accumulating Fund assets in order to assist Fund growth. In
either event, overall fees to shareholders will remain the same.
Financial Effect on the Fund
If Westwood becomes the new Sub-Adviser to the Fund, the fees paid by
shareholders of the Fund will remain exactly the same. Fund shareholders
currently pay total investment advisory fees of 0.85% per annum of the
average daily assets of the Fund. That fee will not change if Westwood
becomes the new Sub-Adviser to the Fund. TPL receives the 0.85% advisory
fee, and will pay a maximum of 0.42% of that fee to Westwood. The table
below shows the overall expenses of the before and after the engagement of
Westwood. The fees stated below are actual fees incurred by the Fund for
its fiscal year ended December 31, 2004. Fees shown as "Proposed"
Class A Class C
FIXED INCOME FUND ----------------------------------
ANNUAL OPERATING EXPENSES Current Proposed Current Proposed
--------------------------------------------------------------------------
Management Fee (1) 0.85% 0.85% 0.85% 0.85%
--------------------------------------------------------------------------
Service & Distribution (12b-1) Fees 0.25% 0.25% 1.00% 1.00%
--------------------------------------------------------------------------
Other Expenses (2) 0.42% 0.42% 0.42% 0.42%
---- ---- ---- ----
--------------------------------------------------------------------------
Total Annual Operating Expenses
(before reimbursement by Advisor) 1.52% 1.52% 2.27% 2.27%
---- ---- ---- ----
--------------------------------------------------------------------------
Reimbursement by Advisor 0.00% 0.00% 0.00% 0.00%
--------------------------------------------------------------------------
Total Annual Operating Expenses (3)
(after reimbursement by Advisor) 1.52% 1.52% 2.27% 2.27%
==== ==== ==== ====
--------------------------------------------------------------------------
(1) Management Fees currently include a fee equal to an annual rate of
0.85% of the average daily net assets of the Fund, which is paid to
the Funds' Adviser, TPL. From that fee, TPL paid Fox a fee equal to
an annual rate of 0.20% of the average daily net assets of the Fund.
Under the proposed Westwood agreement, Management Fees would
continue to include a fee equal to an annual rate of 0.85% of the
average daily net assets of the Fund, paid to the Funds' Adviser,
TPL. From that fee, TPL would pay Westwood a fee equal to a maximum
rate of 0.42% of the average daily net assets of the Fund.
(2) Other Expenses include administration fees, transfer agency fees and
all other ordinary operating expenses of the Fund not listed above,
and reflect actual expenses incurred by the Fund for the Fund's
fiscal year ended December 31, 2003.
(3) Timothy Partners, Ltd. is contractually obligated to waive its fees
and/or reimburse the Fund to the extent necessary to maintain
certain overall expense caps for each Class. The expense cap of the
Fund is as follows: For Class A shares, the expense cap is 1.60%.
For Class C shares of the Fund, the expense cap is 2.35%.
The following example is intended to help you compare the cost of
investing in this Fund versus the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% annual
return each year and that the Fund's operating expenses remain the same
each year. Although your actual costs may be higher or lower, based on
these assumptions, your costs under the current fee structure and proposed
fee structure would be:
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One Year Three Years Five Years Ten Years
--------------------------------------------------------------------------------------------------------------
Current Proposed Current Proposed Current Proposed Current Proposed
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Class A $672 $672 $980 $980 $1,310 $1,310 $2,242 $2,242
Class C $330 $313 $709 $674 $1,215 $1,215 $2,605 $2,605
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If you did not redeem your shares, your costs would be:
--------------------------------------------------------------------------------------------------------------
One Year Three Years Five Years Ten Years
--------------------------------------------------------------------------------------------------------------
Current Proposed Current Proposed Current Proposed Current Proposed
--------------------------------------------------------------------------------------------------------------
Class A $557 $557 $851 $851 $1,156 $1,156 $2,059 $2,059
--------------------------------------------------------------------------------------------------------------
Class C $223 $230 $709 $674 $1,215 $1,215 $2,605 $2,605
--------------------------------------------------------------------------------------------------------------
If the Fund's shareholders do not approve this Proposal, the Trust will consider
other alternatives.
Board Recommendation
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The Fund's Board of Trustees , including the independent Trustees,
unanimously recommends that you vote "For" the Proposal.
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================================================================================
OTHER INFORMATION
UNDERWRITER
Timothy Partners, Ltd. ("TPL") 1304 West Fairbanks Avenue, Winter Park, FL
32789, in addition to serving as investment adviser to the Funds, also
serves as principal underwriter to the Trust's shares. TPL is a
broker/dealer registered as such with the Securities and Exchange
Commission and is a member in good standing of the National Association of
Securities Dealers.
TPL is not directly compensated by the Trust for its distribution
services. However, TPL generally retains dealer concessions on sales of
Class A Fund shares as set forth in the Trust's prospectus and may retain
some or all of the fees paid by the Fund's pursuant to 12b-1 Plans of
Distribution. With respect to Class A shares, TPL may pay some or all of
the dealer concession to selling brokers and dealers from time to time, at
its discretion. A broker or dealer who receives more than 90% of a selling
commission may be considered an "underwriter" under federal law. With
respect to both Class A and Class B shares, TPL may pay some or all of the
collected 12b-1 fees to selling brokers and dealers from time to time, at
its discretion
ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTING
Citco Mutual Fund Services, Inc., 83 General Warren Blvd., Suite 200,
Malvern, PA 19355, provides administrative, transfer agent, and accounting
services to the Fund pursuant to a written agreement with the Trust, dated
July 1, 2001.
PROPOSALS OF SHAREHOLDERS
As a Delaware Business Trust, the Trust is not required to hold annual
shareholder meetings, but will hold special meetings as required or deemed
desirable. Since the Trust does not hold regular meetings of shareholders,
the anticipated date of the next shareholders meeting cannot be provided.
Any shareholder proposal that may properly be included in the proxy
solicitation material for a special shareholder meeting must be received
by the Trust no later than four months prior to the date when proxy
statements are mailed to shareholders.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board is not aware of any matters that will be presented for action at
the meeting other than the matters set forth herein. Should any other
matters requiring a vote of shareholders arise, the proxy in the
accompanying form will confer upon the person or persons entitled to vote
the shares represented by such proxy the discretionary authority to vote
the shares as to any such other matters in accordance with their best
judgment in the interest of the Trust.
FINANCIAL STATEMENTS
The financial statements for each Fund and the Trust are incorporated
herein by reference to the Trust's unaudited semi-annual financial report,
dated June 30, 2004, and the Trust's audited annual financial report,
dated December 31, 2004.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
EXHIBIT A
TOTAL OUTSTANDING SHARES
OF THE FUND, BY CLASS AND TOTAL
As of March 15, 2005
- --------------------------------------------------------------------------------
Class A Class B Class C Total
- --------------------------------------------------------------------------------
3,458,005.222 450,918.864 130,473.504 4,039,397.59
- --------------------------------------------------------------------------------
HOLDERS OF MORE THAN
5% OF THE FUND'S SHARES
As of March 15, 2005
- --------------------------------------------------------------------------------
Name & Address of Shareholder Share No. of % of Total
Class Shares Fund Shares
- --------------------------------------------------------------------------------
NFSC, 200 Liberty Street,
One World Financial Center,
New York, NY 10281 A 2,027,088. 58.62%
- --------------------------------------------------------------------------------
NFSC FBO Patsy P Sutherland,
1415 Rabbit Run Road,
Goodview, VA 24095 C 8,224. 6.30%
- --------------------------------------------------------------------------------
S & K Products Company,
700 17th Street, Suite 300,
Denver, CO 80202 C 6,839 5.24%
- --------------------------------------------------------------------------------
Timothy Plan Officer/Director Ownership of Fund Shares
As of March 15, 2005
- -------------------------------------------------------------------------------------------------------
Dollar Range
Dollar Range of of Shares
Name Shares Owned, By Fund Owned, All Funds
- -------------------------------------------------------------------------------------------------------
Small Cap Value- $1 to $10,000
Large Mid Cap Value- $1 to $10,000
Fixed Income- $1 to $10,000
Conservative Growth- $1 to $10,000
Strategic Growth- $1 to $10,000
Aggressive Growth- $1 to $10,000
Arthur D. Ally Large Mid Growth- $1 to $10,000 $1 to $10,000
- -------------------------------------------------------------------------------------------------------
Small Cap Value- $50,001 to $100,000
Large Mid Cap Value- $50,001 to $100,000
Strategic Growth- Over $100,000
Conservative Growth- $50,001 to $100,000
Fixed Income- $50,001 to $100,000
Joseph Boatwright Money Market Fund- $1 to $10,000 Over $100,000
- -------------------------------------------------------------------------------------------------------
Small Cap Value A $63,087
Strategic Growth A $3040
Mathew Staver Small Cap B $2,855 $50,001 to $100,000
- -------------------------------------------------------------------------------------------------------
Charles Nelson None None
- -------------------------------------------------------------------------------------------------------
Small Cap Value- $10,001 to $50,000
Wesley Pennington Large Mid Cap Value- $10,001 to $50,000 $10,001 to $50,000
- -------------------------------------------------------------------------------------------------------
Scott Preissler None None
- -------------------------------------------------------------------------------------------------------
Alan Ross None None
- -------------------------------------------------------------------------------------------------------
Kathryn T. Martinez None None
- -------------------------------------------------------------------------------------------------------
Richard W. Copeland None None
- -------------------------------------------------------------------------------------------------------
William W. Johnson None None
- -------------------------------------------------------------------------------------------------------
**Conservative Growth- $10,001 to $50,000
**Fixed Income- $10,001 to $50,000
John C. Mulder **Trustee on account $10,001 to $50,000
- -------------------------------------------------------------------------------------------------------
David J. Tollive Small Cap Value- $10,001 to $50,000 $10,001 to $50,000
- -------------------------------------------------------------------------------------------------------
EXHIBIT B
Sub-Advisory Agreement
The Timothy Plan
THIS AGREEMENT is made and entered into as of the 28th day of February, 2005, by
and between The Timothy Plan, a Delaware business trust (the "Trust"), Timothy
Partners, Ltd., a Florida Limited Partnership (the "Adviser"), and Westwood
Management Corp, a New York corporation (the "Investment Manager").
WHEREAS, the Trust is an open-end management investment company, registered
under the Investment Company Act of 1940, as amended (the "Act") and authorized
to issue an indefinite number of series of shares representing interests in
separate investment portfolios (each referred to as a "Fund"); and
WHEREAS, the Trust presently issues shares of the following Funds:
The Timothy Plan Aggressive Growth Fund
The Timothy Plan Small-Cap Value Fund (formerly the Timothy Plan)
The Timothy Plan Large/Mid-Cap Value Fund
The Timothy Plan Large/Mid-Cap Growth Fund
The Timothy Plan Fixed-Income Fund
The Timothy Plan Money Market Fund
The Timothy Plan Strategic Growth Portfolio
The Timothy Plan Conservative Growth Portfolio
The Timothy Plan Patriot Fund
The Timothy Plan Small-Cap Variable Series
(formerly the Timothy Plan Variable Series)
The Timothy Plan Conservative Growth Portfolio Variable Fund
The Timothy Plan Strategic Growth Portfolio Variable Fund; and
WHEREAS, Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940, and engages in the business of asset management; and
WHEREAS, Investment Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of asset
management; and
WHEREAS, the Trust has engaged Adviser to provide investment management services
to the Funds listed above; and
WHEREAS, the Adviser desires to retain Investment Manager to render certain
investment management services to the Timothy Plan Large/Mid Cap Value Fund (the
"Portfolio"), and Investment Manager is willing to render such services; and
WHEREAS, the Trust consents to the engagement of Investment Manager by Adviser.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Obligations of Investment Manager
(a) Services. Investment Manager agrees to perform the following
services (the "Services") for the Portfolio:
(1) manage the day-to-day investment and reinvestment of the
Portfolio's assets;
(2) continuously review, supervise, and administer the investment
program of the Portfolio;
(3) determine, in its discretion, the securities to be purchased,
retained or sold (and implement those decisions) by and for
the Portfolio having due regard for any restrictions on such
investments as set forth from time to time by the Adviser;
(4) provide the Adviser with records concerning Investment
Manager's activities which the Trust is required to maintain;
and
(5) render regular reports to the Trust's and/or Adviser's
officers and directors concerning Investment Manager's
discharge of the foregoing responsibilities.
Investment Manager shall discharge the foregoing responsibilities
subject to the overall control of the officers, directors, and
trustees of the Adviser, in compliance with such policies as the
Board of Trustees of the Trust may from time to time establish, in
compliance with the objectives, policies, and limitations of the
Portfolio as set forth in the Trust's prospectus and statement of
additional information, as amended from time to time, and with all
applicable laws and regulations. The Adviser will provide Investment
Manager with a copy of each registration statement relating to the
Portfolio promptly after it has been filed with the Securities and
Exchange Commission. All Services to be furnished by Investment
Manager under this Agreement may be furnished through the medium of
any directors, officers or employees of Investment Manager or
through such other parties as Investment Manager may determine from
time to time.
Investment Manager agrees, at its own expense or at the expense of
one or more of its affiliates, to render the Services and to provide
the office space, furnishings, equipment and personnel in sufficient
amounts and manner to perform the Services on the terms and for the
compensation provided herein. Investment Manager may authorize and
permit any of its officers, directors and employees to be elected as
trustees or officers of the Trust and to serve in the capacities in
which they are elected.
Unless expressly assumed under this Agreement by Investment Manager,
the Trust and/or Adviser shall pay all costs and expenses normally
incurred by the Portfolio in connection with the Trust's operation
and organization. To the extent Investment Manager incurs any cost
by assuming expenses which are an obligation of the Adviser or
Trust, the Adviser or Trust shall promptly reimburse Investment
Manager for such costs and expenses.
(b) Books and Records. All books and records prepared and maintained
by Investment Manager for the benefit of the Trust under this
Agreement shall be the property of the Trust and, upon request
therefor, Investment Manager shall surrender to the Trust copies of
such of the books and records so requested. The Trust acknowledges
that Investment Manager is required to maintain books and records of
its activities under the Investment Advisers Act of 1940, as
amended, and agrees to allow Investment Manager to retain copies of
such records of the Trust as required under federal law. Investment
Manager agrees not to use any records of the Trust for any purpose
other than for the provision of the Services to the Trust. However,
Investment Manager may disclose the investment performance of the
Portfolio, provided that such disclosure does not reveal the
identity of Adviser, the Portfolio or the Trust. Investment Manager
may disclose that Adviser, the Portfolio and the Trust are its
clients.
2. Portfolio Transactions. Investment Manager is authorized to select the
brokers or dealers that will execute purchases and sales of securities for
the Portfolio and is directed to use commercially reasonable efforts to
obtain the best net results as described in the Trust's currently
effective prospectus and statement of additional information. When
Investment Manager deems the purchase or sale of a security to be in the
best interest of the Portfolio as well as other clients of Investment
Manager, Investment Manager, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be sold or purchased in order to obtain the best net results
of lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, shall be made by Investment Manager in the
manner Investment Manager considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio and to such
other clients. Further, the Trust has adopted procedures pursuant to Rules
17(a) and 17(e) under the Investment Company Act of 1940 relating to
transactions among a Portfolio and affiliated person thereof (Rule 17(a)),
and transactions between a Portfolio and an affiliated broker or dealer
(Rule 17(e)). Investment Manager shall at all times conduct its activities
in compliance with such procedures. Investment Manager shall prepare a
report at the end of each fiscal quarter reporting on Investment Manager's
compliance with such procedures and setting forth in reasonable detail any
transactions which were in violation of such procedures. Investment
Manager will promptly communicate to the officers and the directors of the
Adviser and Trust such other information relating to Portfolio
transactions as they may reasonably request.
3. Compensation of Investment Manager. For its services rendered to the
Portfolio, Adviser will pay to Investment Manager a fee at an annual rate
equal to 0.42% of the Portfolio's average daily assets up to $10 million,
0.40% for the next $5 million in average daily net assets, 0.35% for the
next $10 million in average daily net assets, and 0.25% of average daily
net assets over $25 million.
The fees described above shall be computed daily based upon the net asset
value of the Portfolio as determined by a valuation made in accordance
with the Trust's procedures for calculating Portfolio net asset value as
described in the Trust's currently effective Prospectus and/or Statement
of Additional Information. During any period when the determination of the
Portfolio's net asset value is suspended by the trustees of the Trust, the
net asset value of a share of the Portfolio as of the last business day
prior to such suspension shall, for the purpose of this Paragraph 3, be
deemed to be net asset value at the close of each succeeding business day
until it is again determined.
The fees described above are annual fees, payable 1/12th monthly. Fees for
Services rendered during any month will be paid within five (5) business
days after the end of the month in which such Services were rendered. In
the event that this Agreement is terminated prior to the end of a month in
which Investment Manager is providing Services, Adviser shall pay to
Investment Manager fees accumulated during that month to the date of
termination within five (5) business days after the end of the month in
which such Services were rendered. Investment Manager shall have no right
to obtain compensation directly from the Portfolio or the Trust for
Services provided hereunder and agrees to look solely to the Adviser for
payment of fees due.
4. Status of Investment Manager. The services of Investment Manager to the
Trust are not to be deemed exclusive, and Investment Manager shall be free
to render similar services to others.
The Trust and Adviser agree that Investment Manager may give advice or
exercise investment responsibility and take other action with respect to
accounts of other clients which may differ from advice given or the timing
or nature of action taken with respect to the Portfolio; provided that
Investment Manager acts in good faith, and provided further that it is
Investment Manager's policy to allocate, within its reasonable discretion,
investment opportunities to the Portfolio over a period of time on a fair
and equitable basis relative to other client accounts, taking into account
the investment objectives and policies of the Portfolio and any specific
instructions applicable thereto.
In order to assist Investment Manager in performing the Services to the
Portfolio, the Trust and/or Adviser may from time to time provide
Investment Manager with information, documents, research or writings
designated as proprietary by the Trust or the Adviser. Investment Manager
agrees that, upon being informed that such information, documents,
research or writings provided to it are deemed proprietary by the Trust
and/or the Adviser, Investment Manager shall use such proprietary
documents only to assist it in performing the Services to the Portfolio,
and further agrees not to use, distribute, or publish, for its own benefit
or for the benefit of others, information, documents, research or writings
designated as proprietary by the Trust or the Adviser.
In rendering its Services to the Portfolio, Investment Manager shall be
deemed to be an independent contractor. Unless expressly authorized or
requested by the Trust, Investment Manager shall have no authority to act
for or represent the Trust in any way other than as an independent
contractor providing the Services described in this Agreement. The parties
to this Agreement acknowledge and agree that the Trust may, from time to
time, authorize Investment Manager to act for or represent the Trust under
limited circumstance. In such circumstances, Investment Manager may be
deemed to be an agent of the Trust. Except for those circumstances in
which the Trust has specifically authorized Investment Manager to act for
or represent the Trust, Investment Manager shall in no way be deemed an
agent of the Trust.
Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of Investment Manager to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any other business.
It is understood that the name "Westwood Management Corp." and any
derivatives associated with that name are the valuable property of the
Investment Manager. Westwood understands and agrees that the Trust may use
such name(s) in the Portfolio's Prospectus, Statement of Additional
Information and other documents comprising the Registration Statement in
order to satisfy the Trust's disclosure requirements under federal law.
The Trust and Adviser each understands and agrees that in sales literature
and reports prepared for dissemination to shareholders of and prospective
investors in the Portfolio, the Adviser and/or the Trust shall not make
public any material containing such name(s) without first obtaining the
written consent of the Investment Manager, which consent shall not
unreasonably be withheld. Upon the termination of this Agreement, the
Trust and/or Adviser shall forthwith cease to use such name(s).
5. Permissible Interests. Trustees, agents, and stockholders of the Trust are
or may be interested in Investment Manager (or any successor thereof) as
directors, partners, officers, stockholders or otherwise, and directors,
partners, officers, agents, and stockholders of Investment Manager are or
may be interested in the Trust as trustees, stockholders or otherwise; and
Adviser (or any successor) is or may be interested in the Trust as a
stockholder or otherwise.
6. Liability of Investment Manager. Investment Manager assumes no
responsibility under this Agreement other than to render the Services
called for hereunder in good faith. Investment Manager shall not be liable
for any error of judgment or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates, except a loss
resulting from a breach of fiduciary duty with respect to receipt of
compensation for services or a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of, or from
reckless disregard by it of its obligations and duties under, this
Agreement.
Adviser and the Trust agree to indemnify and defend Investment Manager,
its officers, directors, and employees for any loss or expense (including
reasonable attorney's fees) arising out of or in connection with any
action, suit or proceeding relating to any actual or alleged material
misstatement or omission in the Fund's registration statement, any proxy
statement, or any communication to current or prospective investors in the
Portfolio (other than any material misstatement or omission made in
reliance upon and in conformity with written information furnished by
Investment Manager to Adviser or the Portfolio).
7. Representations of the Adviser and Investment Manager. Adviser represents
that (a) a copy of the Trust's Master Trust Agreement, together with all
amendments thereto, is on file in the office of the Secretary of the State
of Delaware; (b) a copy of the Trust's currently effective prospectus and
statement of additional information has been delivered to Investment
Manager; (c) Adviser has acted and will continue to act in conformity with
the Act and other applicable laws; (d) the appointment of Investment
Manager has been duly authorized; and (d) Adviser is authorized to enter
into this Agreement.
Investment Manager represents that (a) a copy of the Trust's currently
effective prospectus and statement of additional information has been
delivered to Investment Manager; (b) Investment Manager has acted and will
continue to act in conformity with the Act and other applicable laws; and
(c) Investment Manager is authorized to enter into this Agreement and to
perform the Services described herein.
8. Term. This Agreement shall remain in effect until February 28, 2007, and
from year to year thereafter provided that such continuance is approved at
least annually by (1) the vote of a majority of the Board of Trustees of
the Trust or (2) a vote of a "majority" (as that term is defined in the
Investment Company Act of 1940) of the Portfolio's outstanding securities,
provided that in either event the continuance is also approved by the vote
of a majority of the trustees of the Trust who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any such
party, which vote must be cast in person at meeting called for the purpose
of voting on such approval; provided, however, that;
(a) the Trust or Adviser may, at any time and without the payment of any
penalty, terminate this Agreement upon 60 days written notice to
Investment Manager;
(b) the Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act and the Rules thereunder);
and
(c) Investment Manager may terminate this Agreement without payment of
penalty on 60 days written notice to the Trust; and
(d) the terms of paragraph 6 of this Agreement shall survive the
termination of this Agreement.
9. Notices. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection
with this Agreement will be in writing and will be delivered in person or
sent by first class mail, postage prepaid or by prepaid overnight delivery
service to the respective parties as follows:
If to the Trust:
The Timothy Plan
1304 West Fairbanks Avenue
Winter Park, FL 32789
Arthur D. Ally
President
Arthur D. Ally, President
If to the Adviser:
Timothy Partners, Ltd.
1304 West Fairbanks Avenue
Winter Park, FL 32789
By: Covenant Funds, Inc.
Managing General Partner
Title: ___________________
If to the Investment Manager
Westwood Management Corp.
200 Crescent Ct.
Suite 200
Dallas, TX 75201
Attn: ____________________
10. Amendments; Entire Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment of
this Agreement shall be effective until approved by vote of the holders of
a majority of the Fund's outstanding voting securities. This Agreement
constitutes the entire agreement and understanding of the parties with
respect to the subject matter contained herein and supersedes any prior
agreement or understanding, whether written or oral.
11. Code of Ethics. Pursuant to Rule 17j-1 under the Act, Investment Manager
warrants, covenants and agrees that it shall have submitted its Code of
Ethics to the Board of Trustees of the Trust and obtained Board approval
of such Code of Ethics prior to rendering any Services to the Portfolio.
Investment Manager shall submit any material changes to such Code of
Ethics to the Board of Trustees for its approval within six months of
making such material change. Investment Manager further warrants,
covenants and agrees to comply with all applicable reporting requirements
mandated by Rule 17j-1 with respect to Codes of Ethics. A copy of
Investment Manager's current Code of Ethics is attached to this Agreement
as Appendix 1 and incorporated herein for all purposes.
12. Proxy Voting. Except as specifically instructed by the Board of Trustees
of the Trust or by the Adviser, Investment Manager shall exercise or
procure the exercise of any voting rights attaching to investments of the
Portfolio on behalf of the Portfolio.
13. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida without regard to any
laws of conflict of such jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and the year first written above.
The Timothy Plan Timothy Partners, Ltd. Westwood Management Corp.
- ---------------- ---------------------- -------------------------
Arthur D. Ally Covenant Funds, Inc. By: _______________________
President Managing General Its: ______________________
Partner, Arthur D.
Ally, President
================================================================================
- --------------------------------------------------------------------------------
BALLOT
- --------------------------------------------------------------------------------
TIMOTHY PLAN LARGE/MID-CAP VALUE FUND SHAREHOLDERS ONLY!
Proposal # 1. Approve the Sub-investment Advisory Agreement with Westwood
Management Corp. for its services to the Fund
For Against Abstain
|_| |_| |_|
Signature(s)
All registered owners of account shown to the left must sign. If signing for a
corporation, estate or trust, please indicate your capacity or title.
|X|
- --------------------------------------------------------------------------------
Signature Date
|X|
- --------------------------------------------------------------------------------
Signature Date
PLEASE VOTE TODAY!
Please vote all issues shown on your ballot.
Please vote on each issue using blue or black ink to mark an X in one of the
three boxes provided on each ballot. On all Items, mark -- For, Against or
Abstain. Then sign, date and return your ballot in the accompanying postage-paid
envelope. All registered owners of an account, as shown in the address on the
ballot, must sign the ballot. If you are signing for a corporation, trust or
estate, please indicate your title or position.
THANK YOU FOR MAILING YOUR BALLOT PROMPTLY!
Your vote is needed! Please vote on the reverse side of this form and sign in
the space provided. Return your completed proxy in the enclosed envelope today.
You may receive additional proxy cards for your other accounts with the Trust.
These are not duplicates; you should sign and return each proxy card in order
for your votes to be counted. Please return them as soon as possible to help
save the cost of additional mailings.
The signers of this proxy hereby appoint Theresa McNamee and Terry Covert, and
each of them, attorneys and proxies, with power of substitution in each, to vote
all shares for the signers at the special meeting of shareholders to be held
April 29, 2005, and at any adjournments thereof, as specified herein, and in
accordance with their best judgment, on any other business that may properly
come before this meeting.
Your shares will be voted in accordance with your designations on this proxy. If
no specification is made herein, all shares will be voted "FOR" the proposals
set forth on this proxy. The proxy is solicited by the Board of Trustees of the
Trust which recommends a vote "FOR" each Proposal.