As filed with the Securities and Exchange Commission on January 26, 2006.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-3462
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
|X| Filed by the Registrant
|_| Filed by a Party other than the Registrant
Check the appropriate box:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE FLEX-FUNDS
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (check the appropriate box):
|_| $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or 14a-6 (i)
(2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).
|_| Fee paid previously with preliminary materials.
|X| No fee required.
[President' Letterhead]
Important Information
January 30, 2006
Dear Fellow Shareholder:
I am writing to ask for your vote on an important matter concerning your
investment in one or more of The Flex-funds' mutual funds. The accompanying
proxy statement includes information regarding the election of your fund's Board
of Trustees.
Changes to the structure of your Board of Trustees
For the reasons detailed in the proxy statement, your Board is recommending that
The Flex-funds and another mutual fund complex, Meeder Premier Portfolios, share
common Trustees. Meeder Premier Portfolios is also advised and managed by Meeder
Asset Management, Inc., the same investment adviser for The Flex-funds.
Following discussions between the boards of both fund complexes, it was
determined that such a common membership arrangement was desirable and should be
recommended to the shareholders of the two fund groups.
To accomplish this, your Board is asking you to add the two independent Meeder
Premier Portfolios' Trustees to The Flex-funds' Board, as well as to elect four
current Flex-funds' Trustees. The proxy statement includes a brief description
of each nominee's background and provides information about all of the Trustees
who would serve on the common boards.
It is important to note that five of the six nominees are independent Trustees.
This means that those independent Trustees have no direct or indirect interest
in Meeder Asset Management, Inc., your fund's investment adviser.
There is no impact on your fund's objectives, policies or management fees.
The proposal set forth in the enclosed proxy statement is considered a routine
item. A routine item is one that makes no changes to a fund's investment
objectives, policies, restrictions, or its investment management contracts or
fees.
Your vote is important!
Your Trustees believe the proposed changes will benefit you and your fellow
shareholders and unanimously recommend that you vote in favor of this proposal.
Please complete the enclosed proxy ballot form, sign it and mail it to us
immediately. For your convenience, a postage-paid return envelope has been
provided. A prompt response will help avoid the cost of additional mailings at
your fund's expense.
If you have any questions or need additional information, please contact your
financial professional or call the Shareholder Services Team toll free at
800-325-3539, Monday through Friday, between 8:30 a.m. and 5:00 p.m. Eastern
Standard Time.
Thank you for your prompt action on this very important matter.
Sincerely yours,
Robert S. Meeder, Jr.
President and Trustee
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 7, 2006
THE FLEX-FUNDS:
The Muirfield Fund(R)
The Total Return Utilities Fund
The Quantex Fund(TM)
The Dynamic Growth Fund
The Aggressive Growth Fund
The U.S. Government Bond Fund
The Money Market Fund
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
The Flex-funds Trust, a Massachusetts business trust (the "Trust"), will be held
at the Trust's offices located at 6125 Memorial Drive, Dublin, Ohio, Tuesday,
March 7, 2006 at 9:00 a.m., Eastern Standard Time. The purpose of the Meeting is
to consider and act upon a proposal to elect six trustees to hold office until
their respective successors have been duly elected and qualified and to transact
such other business as may properly come before the Meeting or any adjournment
thereof.
Shareholders of record of the Trust as of the close of business on January 6,
2006 are entitled to notice of and are invited to attend the Meeting in person
to vote at the Meeting and at any related follow-up meeting.
Your Trustees recommend that you vote in favor of all six of the nominees for
trustee.
Whether or not you expect to attend the Meeting, please complete and return the
enclosed proxy card. Please take a few minutes to vote now. Please date, sign,
and return the proxy card in the postage-paid return envelope provided. In order
to avoid unnecessary expense, we ask for your cooperation in responding
promptly, no matter how large or small your holdings may be.
Here are some general instructions for executing proxy cards. For individual
accounts, your name should be signed exactly as it appears in the registration
on the proxy card. For joint accounts, either party may sign, but the name of
the party signing should conform exactly to a name shown in the registration.
Thank you for your time and prompt vote.
By order of the Board of Trustees,
Wesley F. Hoag
Secretary
January 30, 2006
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
THE FLEX-FUNDS:
The Muirfield Fund(R)
The Total Return Utilities Fund
The Quantex Fund(TM)
The Dynamic Growth Fund
The Aggressive Growth Fund
The U.S. Government Bond Fund
The Money Market Fund
TO BE HELD ON MARCH 7, 2006
INTRODUCTION
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of The Flex-funds (the "Trust") to be
used at the Special Meeting of Shareholders of The Flex-funds. Trustees of the
Trust ("Trustees") are elected on a Trust-wide basis. Therefore, all
shareholders of each fund (and all classes of shares of those funds) vote
together as a single class on the election of Trustees.
The Special Meeting of Shareholders is to be held at 6125 Memorial Drive,
Dublin, Ohio, on Tuesday, March 7, 2006 at 9:00 a.m., Eastern Standard Time. The
purpose of the Meeting is to consider a proposal (the "Proposal") to elect six
Trustees to hold office until their respective successors have been duly elected
and qualified. Shareholders of record on January 6, 2006 are entitled to attend
and vote on the Proposal at the meeting or any adjourned meeting.
This proxy statement and the accompanying proxy card are being mailed to each
fund's record date shareholders on or about January 30, 2006.
Each share owned as of the record date is entitled to one vote. All shareholders
of each fund (and all classes of shares of those funds) vote together as a
single class on the election of Trustees. Shares represented by properly
executed proxies will be voted according to shareholder instructions. If you
sign a proxy, but abstain from voting, your shares will be voted in favor of
each of the Nominees. If the enclosed proxy is executed and returned, that vote
may nevertheless be revoked at any time prior to its use by written notification
received by the Trust, by the execution of a later-dated proxy, or by attending
the Meeting and voting in person. If any other business comes before the
Meeting, your shares will be voted at the discretion of the persons named as
proxies. If not present at the Meeting, the Trust must receive your proxy vote
by the conclusion of the Special Meeting of Shareholders being held on March 7,
2006 at 9:00 a.m. Eastern Standard Time to be counted.
The Trust will furnish without charge a copy of its most recent semiannual and
annual reports to any shareholder upon request. Written requests should be
directed to The Flex-funds, 6125 Memorial Drive, P.O. Box 7177, Dublin, OH
43017; email: flexfunds@meederfinancial.com; or Fax: 614-766-6669. Shareholders
may also obtain these reports by calling the Trust at 614-760-2159 or (toll
free) at 1-800-325-3539 or visiting the Trust's website at www.flexfunds.com.
The Trust currently is divided into seven separate series (each, a "fund"). The
investment adviser to each fund is Meeder Asset Management, Inc. ("Meeder" or
the "Adviser"). The principal business address of the Adviser is 6125 Memorial
Drive, P.O. Box 7177, Dublin, OH 43017.
BACKGROUND AND PURPOSE OF THE MEETING
The Flex-funds were organized in 1982 and the family of funds has been advised
and managed by Meeder since inception. In 2003 a separate family of funds,
Meeder Premier Portfolios (the "Premier Portfolios"), was organized and Meeder
was retained as their adviser and manager. The Flex-funds and the Premier
Portfolios have at all times had separate boards of trustees. Currently, only
Robert S. Meeder, Jr., the President of The Flex-funds, Premier Portfolios, and
Meeder, serves on both boards of trustees.
Under the Investment Company Act of 1940 (the "1940 Act"), at least a majority
of the Trustees must have been elected by the shareholders and new Trustees
cannot be appointed by the existing Trustees to fill vacancies created by
retirements, resignations or an expansion of the Board unless, after those
appointments, at least two-thirds of the Trustees have been elected by
shareholders. The Board is currently comprised of five Trustees, four of whom
are not "interested persons" of The Flex-funds (as that term is defined in the
1940 Act) ("Independent Trustees"), and three of whom have been elected by the
shareholders.
In contemplation of this reality, the Board determined to address this and other
issues relating to the composition of the Board in a comprehensive manner. In
doing so, the Board took note of the fact that the number of Board members had
recently declined in number from eight to five due to the retirement or
resignation of Trustees. These Trustees were not immediately replaced and the
Board was concerned that the reduction in their number could have less than
advantageous consequences, particularly at a time when the duties and
responsibilities of mutual fund trustees in general were increasing due to the
increased number and complexity of regulatory requirements and responsibilities
imposed on trustees of registered investment companies.
The Board, being aware of the Premier Portfolios, explored the possibility of
having the boards of the two fund groups share common Trustees. Following
discussions between both boards, it was determined that such a common membership
arrangement was desirable and should be recommended to the shareholders of the
two fund groups.
While the two fund groups will remain legally separate, with their own boards of
trustees, having the same persons serve on both boards will permit joint trustee
meetings. In the Trustees' opinion, joint trustee meetings will enhance the
overall efficiency of board meetings. In addition, the Board will have added two
experienced Premier Portfolios Trustees and the Board will avoid the time,
effort and expense of recruiting entirely new trustees. Finally, having all of
The Flex-funds' Trustees elected by shareholders will facilitate the appointment
by the Board of future Trustees if that becomes necessary.
It is therefore the proposal of the Board that the number of Trustees be
increased by the Board from five to six and that the four current Flex-funds'
Trustees, together with the two Independent Trustees of the Premier Portfolios,
be elected as Flex-funds' Trustees by the shareholders. In a separate but
related action, the Premier Portfolios Board of Trustees has recommended that
their shareholders elect three Flex-funds Independent Trustees (all such
Trustees other than Mr. Bartholomew who is retiring) and re-elect the three
current Trustees to the Premier Portfolios Board of Trustees. A separate proxy
statement is being sent to the shareholders of the Premier Portfolios seeking
their approval.
While certain additional factors are not susceptible to precise analysis or
quantification, the Board also considered the following as likely benefits to
The Flex-funds of the proposed common boards arrangement:
The knowledge and background of the new Trustees will strengthen the Board
through the addition of experienced and capable members, which will
benefit The Flex-funds and their shareholders through enhanced governance
and oversight of the fund family.
Representations from the Meeder organization that the common boards
arrangement would benefit The Flex-funds because it would improve
oversight and administrative efficiencies by reducing certain duplication
of effort, expense and management responsibilities relating to the holding
of separate meetings for each board.
The increase in the number of funds to be overseen under the common boards
arrangement is expected to improve Board oversight by giving the Trustees
the opportunity to become familiar with more aspects of the Meeder funds
complex-wide operations and provide each Trustee experience in handling a
larger variety of mutual fund issues.
PROPOSAL
ELECTION OF TRUSTEES
At the Meeting, six persons (the "Nominees") are to be elected as Trustees. Five
of the six Nominees will qualify as Independent Trustees. The persons named as
attorneys-in-fact in the enclosed proxy have advised that, unless a proxy ballot
instructs them to withhold authority to vote for all listed Nominees or any
individual Nominee, all validly executed proxies will be voted for the election
of all the Nominees. Nominees must receive a plurality of the votes cast in
order to be elected.
The Trust is not required, and does not intend, to hold annual shareholder
meetings for the purpose of electing Trustees. As a result, if elected, the
Trustees will hold office until their successors are duly elected and qualified.
If a Nominee should be unable to accept election, serve his term or resign, the
Board may, subject to the 1940 Act, in its discretion, select another person to
fill the vacant position. Each of the Nominees has consented to be named as such
in this proxy statement and to serve as Trustee if elected.
Although the Trust does not normally hold annual meetings of its shareholders,
it may hold shareholder meetings from time to time on important matters.
Shareholders also have the right to call a meeting to remove a Trustee or to
take other action as described in the Trust's organizing documents. Also, if at
any time less than a majority of the Trustees holding office has been elected by
the shareholders, the Trustees then in office will promptly call a shareholders'
meeting for the purpose of electing Trustees.
During the last full fiscal year ended on December 31, 2005, the Board of
Trustees met seven times, the Audit Committee met four times, and the Nominating
Committee did not meet. During the last full fiscal year ended on December 31,
2005, Jack W. Nicklaus II attended fewer than 75 percent of the aggregate of the
total number of meetings of the Board of Trustees and the total number of
meetings held by all committees of the Board on which he served. Mr. Nicklaus
attended 73% of the aggregate of such meetings.
The Nominees and the Trust's executive officers, their positions with the Funds
and length of service in such positions as well as their principal occupations
and business affiliations during the past five years are listed below. The
address of each Trustee and Officer in the table below is 6125 Memorial Drive,
Dublin, Ohio 43017. Trustees serve for an indefinite term, until their
resignation, retirement, death or removal. Each Flex-funds' Trustee oversees all
seven of the funds in The Flex-funds' complex.
- --------------------------------------------------------------------------------------------------------------------
Name (Age) and, if Principal Occupation(s) During Past Five Years Other Directorships Held
applicable, position with
the Trust and years of
service as a Trustee
- --------------------------------------------------------------------------------------------------------------------
NOMINEES TO BECOME NEW INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------------------------------------------
Stuart M. Allen (44), President of Gardiner Allen Insurance Agency, Inc., Trustee, Meeder Premier
Nominee Columbus, Ohio Portfolios (4 funds in the
complex)
- --------------------------------------------------------------------------------------------------------------------
Anthony D'Angelo (46), Director of Sales of WSYX ABC 6/WTTE Trustee, Meeder
Nominee FOX-28, television stations owned and Premier Portfolios (4
operated by Sinclair Broadcast Group funds in the complex)
- --------------------------------------------------------------------------------------------------------------------
NOMINEES CURRENTLY SERVING AS INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------------------------------------------
James W. Didion (75), Retired; formerly Executive Vice President of Core None at present; nominated
Independent Trustee from Source, Inc., an employee benefit and workers' to serve as Independent
1982 to 1994 and since compensation administration and consulting firm (1991 - Trustee of Meeder Premier
1998 1997); Chairman of the Trust's Nominating and Audit Portfolios (4 funds in the
Committees. complex)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Jack W. Nicklaus II (44), Designer, Nicklaus Design, a golf course design firm and None at present; nominated
Independent Trustee since division of The Nicklaus Companies; member of the to serve as Independent
1998 Trust's Audit and Nominating Committees. Trustee of Meeder Premier
Portfolios (4 funds in the
complex)
- --------------------------------------------------------------------------------------------------------------------
Walter L. Ogle (68), Retired; self-employed from March 2000 to None at present; nominated
Independent Trustee January 2002; from November 1991 to March to serve as Independent
since 1984 2000, Executive Vice President of Aon Consulting, Trustee of Meeder Premier
an employee benefits consulting group; member of Portfolios (4 funds in the
the Trust's Audit and Nominating Committees. complex)
- --------------------------------------------------------------------------------------------------------------------
CURRENT INDEPENDENT TRUSTEE RETIRING FOLLOWING THE MEETING
- --------------------------------------------------------------------------------------------------------------------
Milton S. Bartholomew Retired; formerly a practicing attorney in Columbus, None
(76), Independent Trustee Ohio; member of the Trust's Audit and Nominating
since 1982 Committees.
- --------------------------------------------------------------------------------------------------------------------
NOMINEE CURRENTLY SERVING AS AN "INTERESTED" TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Robert S. Meeder, Jr. (44), President of Meeder Asset Management, Inc., the Trustee, Meeder Premier
Trustee since 1992 Trust's and the Premier Portfolios' investment adviser Portfolios (4 funds in the
complex)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
OFFICERS
- --------------------------------------------------------------------------------------------------------------------
Name (Age) and years of Position(s) held with the Trust Principal Occupation(s) During Past Five Years
service as an Officer of the
Trust
- --------------------------------------------------------------------------------------------------------------------
Wesley F. Hoag (48), Officer Vice President, Secretary and Vice President, Secretary, Chief Compliance
since 1994 Chief Compliance Officer Officer and General Counsel of Meeder Asset
Management, Inc., the Trust's investment
adviser, and Mutual Funds Service Co., the
transfer agent to each of the Trust's funds
(since July 1993)
- --------------------------------------------------------------------------------------------------------------------
Bruce E. McKibben (36), Treasurer Treasurer and Manager/Fund Accounting and
Officer since 2002 Financial Reporting, Mutual Funds Service Co.,
the transfer agent to each of the Trust's funds
(since April 1997)
- --------------------------------------------------------------------------------------------------------------------
Dale W. Smith (46), Officer Vice President Vice President, Chief Financial Officer, Chief
since 2006 Operating Officer and Chief Investment Officer,
Meeder Asset Management, Inc., the
Trust's investment adviser, Vice President,
Mutual Funds Service Co., the transfer agent to
each of the Trust's funds (since March 2005);
Senior Vice President, Financial Services,
BISYS Fund Services, Inc., a service provider to
mutual funds (1999 to December 2004)
- --------------------------------------------------------------------------------------------------------------------
Factors The Board Considered In Selecting The Nominees
The Board has a Nominating Committee which is responsible for the nomination of
Trustees, and which is comprised of all of the Independent Trustees of the
Trust. After due consideration, the Nominating Committee (comprised of all of
the Independent Trustees of the Trust) and then the full Board unanimously
recommended to shareholders the election of Messrs. Allen and D'Angelo. The
Board also determined that it would be prudent at the same time to submit to the
shareholders the election of Messrs. Didion, Nicklaus, Ogle and Meeder, current
Trustees whose qualifications were well established, given their previous
substantial service as Trustees. In making these recommendations, the Trustees
took into consideration a number of factors, including the knowledge,
background, and experience of each of the Nominees, as well as the likely
benefits described above under "Background and Purpose of the Meeting."
The Trustees are entitled to establish their own level of compensation and
expenses and, therefore, such compensation and expenses could increase in the
future.
The dollar ranges of securities beneficially owned by the Trustees and/or
Nominees in The Flex-funds as of January 6, 2006 are as shown in the following
table, in accordance with Rule 16a-1(a)(2) of the Securities Exchange Act of
1934.
- --------------------------------------------------------------------------------------------------------------------
Name of Trustee or Dollar Range of Fund Shares Owned (1) Aggregate Dollar Range of
Nominee Equity Securities in All
Funds Overseen or to be
Overseen by Trustee or
Nominee in Flex-funds Family
of Funds
- --------------------------------------------------------------------------------------------------------------------
NOMINEES TO BECOME NEW INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------------------------------------------
Stuart M. Allen Dynamic Growth: $10,001-$50,000 $10,001-$50,000
Muirfield: $10,001-$50,000
Money Market: $1-$10,000
Aggressive Growth: $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------
Anthony D'Angelo None None
- --------------------------------------------------------------------------------------------------------------------
NOMINEES CURRENTLY SERVING AS INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------------------------------------------
James W. Didion Money Market: $1-$10,000 $50,001-$100,000
Quantex: $10,001-$50,000
Muirfield: $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------
Jack W. Nicklaus II Quantex: $50,001-$100,000 Over $100,000
Muirfield: $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------
Walter L. Ogle Dynamic Growth: $10,001-$50,000 Over $100,000
Quantex: $50,001-$100,000
Muirfield: $50,001-$100,000
Total Return Utilities: $10,001-$50,000
Money Market: $1- $10,000
- --------------------------------------------------------------------------------------------------------------------
CURRENT INDEPENDENT TRUSTEE RETIRING FOLLOWING THE MEETING
- --------------------------------------------------------------------------------------------------------------------
Milton S. Bartholomew Dynamic Growth: $10,001-$50,000 Over $100,000
Muirfield: $50,001-$100,000
Total Return Utilities: $10,001-$50,000
Money Market: $10,001-$50,000
- --------------------------------------------------------------------------------------------------------------------
NOMINEE CURRENTLY SERVING AS AN "INTERESTED" TRUSTEE
- --------------------------------------------------------------------------------------------------------------------
Robert S. Meeder, Jr. Dynamic Growth: Over $100,000 Over $100,000
Quantex: $50,001-$100,000
Muirfield: Over $100,000
Total Return Utilities: $50,001-$100,000
Money Market: $10,001-$50,000
Aggressive Growth: Over $100,000
- --------------------------------------------------------------------------------------------------------------------
(1) Ownership disclosure is made using the following ranges: None; $1 -
$10,000; $10,001 - $50,000; $50,001 - $100,000 and over $100,000. The
amounts listed for Mr. Meeder include shares owned through Meeder Asset
Management, Inc.'s retirement plan and 401(k) Plan.
NON-INTERESTED TRUSTEE COMPENSATION
The following table shows the compensation paid by each fund in The Flex-funds
family of funds and by the complex as a whole to the non-interested Trustees
during the fiscal year ended December 31, 2005. No amounts of pension or
retirement benefits are accrued as part of fund expenses and no non-interested
Trustee is entitled to receive from the funds any benefits upon retirement. No
compensation is paid to an "interested" Trustee.
- --------------------------------------------------------------------------------------------------------------------
Milton S. Roger A. James W. Didion Charles A. Jack W. Walter S. Ogle
Bartholomew Blackwell (2) Donabedian (2) Nicklaus II
- --------------------------------------------------------------------------------------------------------------------
Muirfield $6,971 $1,170 $7,212 $1,873 $6,032 $6,971
- --------------------------------------------------------------------------------------------------------------------
Total Return $2,852 $485 $2,950 $189 $2,461 $2,852
Utilities
- --------------------------------------------------------------------------------------------------------------------
Quantex $2,416 $429 $2,490 $687 $2,074 $2,416
- --------------------------------------------------------------------------------------------------------------------
Dynamic Growth $3,203 $523 $3,324 $836 $2,787 $3,203
- --------------------------------------------------------------------------------------------------------------------
Aggressive Growth $2,186 $381 $2,258 $777 $1,882 $2,186
- --------------------------------------------------------------------------------------------------------------------
US Gov't Bond $2,186 $381 $2,258 $609 $1,882 $2,186
- --------------------------------------------------------------------------------------------------------------------
Money Market $2,186 $381 $2,258 $609 $1,882 $2,186
- --------------------------------------------------------------------------------------------------------------------
Total (1) $22,000 $3,750 $22,750 $6,000 $19,000 $22,000
- --------------------------------------------------------------------------------------------------------------------
(1) Compensation figures include cash and amounts deferred at the election of
certain non-interested Trustees. For the calendar year ended December 31,
2005, participating non-interested Trustees accrued deferred compensation
in the Deferred Compensation Plan for Independent Trustees from the funds
as follows: Roger A. Blackwell - $3,750, and Jack W. Nicklaus II -
$19,000.
(2) These individuals are no longer Trustees.
It is expected that the new Independent Trustees, if elected, will be
compensated at the same level as the current Independent Trustees until changed
by the Independent Trustees.
The Board maintains two standing committees: the Audit Committee and the
Nominating Committee. The Audit Committee is generally responsible for
recommending the selection of the Trust's independent auditors, including
evaluating their independence and meeting with such accountants to consider and
review matters relating to the Trust's financial reports and internal
accounting. Each of the Audit and Nominating Committees is comprised of the
following Independent Trustees of the Trust: Milton S. Bartholomew, James W.
Didion, Jack W. Nicklaus II and Walter L. Ogle. The Trust's Nominating Committee
is responsible for the nomination of trustees to the Board. When vacancies arise
or elections are held, the Committee considers qualified nominations including
those recommended by shareholders who provide a written request (including
qualifications) to the Nominating Committee in care of the Trust at 6125
Memorial Drive, Dublin, Ohio 43017. During the fiscal year ended December 31,
2005, the Audit Committee met four times and the Nominating Committee did not
meet.
Using the enclosed form of proxy, a shareholder may authorize the proxies to
vote his or her shares for the Nominees or may withhold from the proxies
authority to vote his or her shares for one or more of the Nominees. If no
contrary instructions are given, the proxies will vote FOR the Nominees. Each of
the Nominees has consented to his or her nomination and has agreed to serve if
elected. If for any reason, any Nominee should not be available for election or
able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute Nominee, if any, as the Board may designate. The Board
has no reason to believe that it will be necessary to designate a substitute
Nominee.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund regardless of class is entitled to one vote and each
fractional share is entitled to a proportionate fractional vote. A quorum is
required to conduct business at the Meeting. In order for a quorum to exist, a
majority of the shares outstanding and entitled to vote must be present, in
person or by proxy. Approval of each Nominee requires the affirmative vote of a
plurality of the shares of the Trust outstanding and entitled to vote.
The Proposal is considered a "routine matter" on which brokers holding shares in
street name may vote without instruction.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the Trustees and officers of the Trust and by
personnel of the Adviser.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any
time before it is exercised:
o By filing a written notice of revocation with the Trust at its address
shown above,
o By returning a duly executed proxy with a later date before the time of
the Meeting, or
o If a shareholder has executed a proxy but is present at the Meeting,
wishes to vote in person, and notifies the Secretary of the Trust (without
complying with any formalities) at any time before it is voted.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
OUTSTANDING SHARES
On the record date, January 6, 2006, the following number of shares of
beneficial interest of each fund were outstanding:
The Muirfield Fund: 15,291,041.4430 Shares
The Total Return Utilities Fund: 1,187,544.9120 Shares
The Quantex Fund: 1,003,284.9040 Shares
The Dynamic Growth Fund: 3,907,500.7290 Shares
The Aggressive Growth Fund: 1,648,543.1890 Shares
The U.S. Government Bond Fund: 312,760.7710 Shares
The Money Market Fund: 157,054,606.03 Shares
Other Business
The Board knows of no business to be presented for consideration at the Meeting
other than the Proposal described in this proxy statement. If other business is
properly brought before the Meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
Adjournments
If, by the time scheduled for the Meeting, a quorum of shareholders is not
present or if a quorum is present but sufficient votes "for" the Proposal have
not been received, the persons named as proxies may propose one or more
adjournments of the Meeting to another date and time, and the Meeting may be
held as adjourned within a reasonable time after the date set for the original
Meeting without further notice. Any such adjournment will require the
affirmative vote of a majority of the votes cast on the question in person or by
proxy at the session of the Meeting to be adjourned. The persons named as
proxies will vote all proxies in favor of the adjournment that voted in favor of
the proposal or that abstained. They will vote against such adjournment those
proxies required to be voted against the proposal. Broker non-votes will be
disregarded in the vote for adjournment. If the adjournment requires setting a
new record date or the adjournment is for more than 60 days from the original
Meeting (in which case the Board will set a new record date), the Trust will
give notice of the adjourned meeting to its shareholders.
SHAREHOLDER PROPOSALS
The Trust is not required and does not intend to hold meetings of shareholders
each year. Instead, meetings will be held only when and if required. Any
shareholders desiring to present a proposal for consideration at the next
meeting of shareholders must submit the proposal in writing so that it is
received by the Trust at 6125 Memorial Drive, Dublin, Ohio 43017 within a
reasonable time before any meeting.
AVAILABLE INFORMATION
The Trust and the funds are subject to the informational requirements of the
Securities Exchange Act of 1934 and the Investment Company Act of 1940 and file
reports, proxy statements and other information with the SEC. These reports,
proxy statements and other information can be inspected and copied (for a
duplication fee) at the public reference facilities of the SEC at 100 F Street,
NE Washington, D.C 20549; and at the Midwest Regional Office, 175 W. Jackson
Boulevard Suite 900, Chicago, IL 60604. Copies of these materials can also be
obtained by mail from the Public Reference Section of the SEC at 100 F Street,
NE, Washington, D.C. 20549, at prescribed rates. In addition, copies of these
documents may be viewed on-screen or downloaded from the SEC's Internet site at
http://www.sec.gov.
OWNERSHIP OF SHARES IN THE TRUST'S FUNDS
As of January 6, 2006, to the knowledge of the Trust, the following persons
beneficially owned 5% or more of any fund's outstanding shares:
- -----------------------------------------------------------------------------------------------------------------------------------
Amount and Nature of Percent of
Title of Class Name and Address of Beneficial Owner Beneficial Owner Class
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The Dynamic Growth Fund Consolidated Stores Corporation 897,197.924 shares 22.96%
300 Phillippi Road
Columbus, OH 43228-0521
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The Muirfield Fund(R) Plumbers & Pipefitters Local 168 Retirement Fund 1,109,875.333 shares 7.26%
P. O. Box 1136
Marietta, OH 45750
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The Quantex Fund(TM) Plumbers & Pipefitters Local 168 Retirement Fund 55,644.199 shares 5.55%
P. O. Box 1136
Marietta, OH 45750
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The U.S. Government Bond Fund DLZ Corporation 401(k) Profit Sharing Plan 50,270.184 shares 16.07%
6121 Huntley Road
Columbus, OH 43229
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Edward Whipps 21,360.517 shares 6.83%
51 Highland Court
Pataskala, OH 43062
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Tata Excavating Employee Profit Sharing Plan 16,501.216 shares 5.28%
1797 Williams Road
Columbus, OH 43207-5112
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The Aggressive Growth Fund Kalida Asset Management, LLC 177,711.119 shares 10.78%
18107 State Route 224 West
Kalida, OH 45853
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Plumbers & Pipefitters Local 168 Retirement Fund 134,635.673 shares 8.17%
P. O. Box 1136
Marietta, OH 45750
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BBS Corporation 116,476.933 7.07%
1103 Schrock Road, Suite 400
Columbus, OH 43229-1179
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As of January 6, 2006, the Trustees and officers of each fund owned in the
aggregate less than 1% of the outstanding shares of that fund.
By order of the Board of Trustees,
Wesley F. Hoag
Secretary
January 30, 2006