File No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ING Equity Trust
(Exact Name of Registrant as Specified in Charter)
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
(Address of Principal Executive Offices)
(800) 992-0180
(Area Code and Telephone Number)
Kimberly A. Anderson
ING Investments, LLC
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
(Name and Address of Agent for Service)
Copies to:
Karen L. Anderberg, Esq. John Ford, Esq.
Dechert Morgan, Lewis & Bockius LLP
1775 Eye Street, N.W. 1111 Pennsylvania Ave., NW
Washington, DC 20006 Washington, DC 20004
Title of Securities Being Registered: ING Real Estate Fund, portfolio of
ING Equity Trust.
Approximate Date of Proposed Public Offering: As soon as possible after the
effective date of this Registration Statement.
No filing fee is required under the Securities Act of 1933, as amended, because
an indefinite number of shares of beneficial interest have previously been
registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended.
It is proposed that this filing will become effective on DATE pursuant to Rule
488 under the Securities Act of 1933, as amended.
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THE ADVISORS' INNER CIRCLE FUND
One Freedom Valley Drive
Oaks, PA 19456
__, 2002
Dear Shareholder:
On behalf of the Board of Trustees of The Advisors' Inner Circle Fund
("AIC Trust"), we are pleased to invite you to a special meeting of shareholders
of the CRA Realty Shares Portfolio, a portfolio series of the AIC Trust (the
"Acquired Fund") to be held at 2:00 p.m. (Eastern time) on October 30, 2002 at
the offices of AIC Trust's administrator, SEI Investments Mutual Funds Services,
One Freedom Valley Drive, Oaks, Pennsylvania (the "Special Meeting").
At the Special Meeting, you will be asked to approve a proposed
Agreement and Plan of Reorganization, dated as of ______ (the "Reorganization
Agreement"), by and between AIC Trust and ING Equity Trust ("ING Equity Trust"),
which contemplates the reorganization of the Acquired Fund into the ING Real
Estate Fund, a newly organized series of ING Equity Trust ("Successor Fund").
BACKGROUND. Clarion CRA Securities, L.P., the investment adviser to the
Acquired Fund ("Clarion CRA") was acquired in 1998 by ING Groep N.V. ("ING").
Headquartered in Amsterdam, ING is a global financial institution active in the
fields of asset management, insurance and banking. Clarion CRA and its
affiliates have proposed a plan to integrate the operations of the Fund with the
operations of other mutual funds managed by other subsidiaries of ING. In this
regard, on August 13, 2002, the Board of Trustees of the AIC Trust approved the
reorganization of the Acquired Fund into the ING Real Estate Fund, a fund
advised by ING Investments, LLC, another subsidiary of ING.
In considering these matters, you should note:
The individuals managing the Acquired Fund will not change as a result
of the reorganization. While Clarion CRA will serve as the sub-adviser rather
than the adviser to the ING Real Estate Fund, it will continue to be responsible
for the day-to-day portfolio management of the Fund's assets.
The objectives and policies of the ING Real Estate Fund will be
substantially similar to those of the Acquired Fund and the Reorganization is
expected to result in operating expenses that are the same or lower. The
Reorganization primarily involves mostly changes in service providers. While the
name of the Acquired Fund will change, the investment objectives and policies
will remain substantially the same.
As part of the transaction, you will receive Class I shares of the ING
Real Estate Fund equal in value to your shares in the Acquired Fund. The
Acquired Fund would then be liquidated.
The Board of Trustees of AIC Trust, as well as Clarion CRA, believe the
Plan of Reorganization is in the best interests of the Acquired Fund's
shareholders.
Your vote on the transaction is critical to its success. The transfer
will be effected only if approved by a majority of all of the Acquired Fund's
outstanding shares on the record date voted in person or represented by proxy.
We hope you will participate by casting your vote in person, or by
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proxy if you are unable to attend the meeting. Please read the enclosed
prospectus/proxy statement carefully before you vote.
THE BOARD OF TRUSTEES BELIEVES THAT THE TRANSACTION IS IN THE BEST
INTERESTS OF THE ACQUIRED FUND AND ITS SHAREHOLDERS, AND UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR ITS APPROVAL.
Thank you for your prompt attention and participation.
Sincerely,
James R. Foggo
President
IMPORTANT PROXY INFORMATION ENCLOSED.
-IMMEDIATE ACTION REQUIRED!
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THE ADVISORS' INNER CIRCLE FUND/ING EQUITY TRUST
PROXY Q&A
THE FOLLOWING IS IMPORTANT INFORMATION TO HELP YOU TO UNDERSTAND THE PROPOSALS
ON WHICH YOU ARE BEING ASKED TO VOTE. PLEASE READ THE ENTIRE PROXY STATEMENT.
WHY IS THIS REORGANIZATION TAKING PLACE? The Board of Trustees of the AIC Trust
and the Board of Trustees of ING Equity Trust have each determined that the
reorganization of the Acquired Fund into the Successor Fund is in the best
interests of the shareholders of each fund. Among the benefits for the Acquired
Fund shareholders considered by the Board of the AIC Trust were: access to a
broader array of mutual funds, the potential to achieve greater portfolio
diversification and engage in investment transactions on potentially more
advantageous terms; spreading relatively fixed costs, such as legal fees, over a
larger asset base; the ability of ING Equity Trust to attract new investors; and
projected comparable or lower expense ratio of the Successor Fund.
WHEN WILL THIS REORGANIZATION BECOME EFFECTIVE? The reorganization is currently
anticipated to occur on or about November 4, 2002, assuming shareholder
approval is obtained. Shortly after the reorganization has been approved, you
will receive new account information on your new ownership in the Successor
Fund.
HOW CAN I VOTE ON THIS REORGANIZATION? The Acquired Fund's shareholders are
being asked to approve this reorganization through voting at the Special Meeting
of Shareholders, which is scheduled to occur on October 30, 2002. Your vote is
very important. You have the flexibility to cast your vote either by phone,
Internet or mail. Upon approval of the reorganization, shareholders' accounts
will automatically be transferred to the Successor Fund on or about November 4,
2002.
WHAT WILL HAPPEN TO MY ACQUIRED FUND ACCOUNT? After the reorganization,
shareholders will be assigned a new account with the Successor Fund and then the
Acquired Fund account will be closed. This process will occur automatically,
with no action required by you.
WHICH CLASS OF SHARES WILL I RECEIVE? The Board of the AIC Trust has authorized
the Acquired Fund to issue Institutional Shares. Holders of Institutional Shares
of the Acquired Fund will receive Class I shares of the Successor Fund.
WILL ALL OF MY CURRENT ACCOUNT OPTIONS, SUCH AS SYSTEMATIC PURCHASES AND
WITHDRAWAL PLAN, TRANSFER OVER TO THE SUCCESSOR FUND? Various types of account
servicing features will transfer automatically to the new Successor Fund
accounts. Shortly after the reorganization, shareholders will receive
information that further describes these options, along with materials
concerning the Successor Fund's diversified product line and shareholder
services.
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WILL I INCUR TAXES AS A RESULT OF THIS REORGANIZATION? This reorganization is
expected to be a tax-free event. Generally, shareholders will not incur
gains or losses on the conversion from Acquired Fund shares into Successor Fund
shares as a result of this reorganization. Shareholders will incur gains
or losses if they sell their Acquired Fund shares before the reorganization
becomes effective or sell/exchange their Successor Fund shares after the
reorganization becomes effective. Shareholders will also be responsible for tax
obligations associated with monthly or periodic dividend and capital gains
distributions that occur prior to and after the reorganization.
WHERE CAN I GET MORE INFORMATION ABOUT THIS REORGANIZATION? Contact the Acquired
Fund at One Freedom Valley Drive, Oaks, PA 19456, 1-800-932-7781 or contact your
sales representative.
WHERE CAN I GET MORE INFORMATION ABOUT THE SUCCESSOR FUND? Contact the Successor
Fund at 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258-2034, Shareholder
Services at 1-800-992-0180. Additionally, we encourage you to contact Clarion
CRA at _____.
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THE ADVISORS' INNER CIRCLE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 30, 2002
A Special Meeting of the shareholders of The Advisors' Inner Circle
Fund (the "AIC Trust"), with respect to its CRA Realty Shares Portfolio, will be
held at AIC Trust's administrator, SEI Investments Mutual Funds Services, One
Freedom Valley Drive, Oaks, Pennsylvania, on October 30, 2002, 2:00 p.m.
(Eastern time) to consider the following proposals:
Proposal 1: To approve or disapprove a proposed Agreement and
Plan of Reorganization (the "Agreement") between the
AIC Trust, on behalf of the CRA Realty Shares
Portfolio ("Acquired Fund"), and the ING Equity Trust
on behalf of its ING Real Estate Fund ("Successor
Fund"), whereby the Successor Fund would acquire all
of the assets of the Acquired Fund in exchange for
Successor Fund shares to be distributed pro rata to
the shareholders of the Acquired Fund in complete
liquidation and termination of the Acquired Fund.
Proposal 2: To transact such other business as may properly
come before the Special Meeting or any adjournments
thereof.
The Trustees have fixed the close of business on Tuesday, September 3, 2002 as
the record date for determination of shareholders entitled to vote at the
meeting.
By Order of the Board of Trustees
----------------------------------
James R. Foggo
President
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YOU CAN HELP THE AIC TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE REQUIRED QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
- --------------------------------------------------------------------------------
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PROXY STATEMENT/PROSPECTUS
DATE
Acquisition of the assets of CRA Realty Shares Portfolio,
a portfolio series of
THE ADVISORS' INNER CIRCLE FUND
One Freedom Valley Drive
Oaks, PA 19456
Telephone Number: 1-800-932-7781
By and in exchange for shares of ING Real Estate Fund,
a portfolio series of
ING Equity Trust
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
Telephone Number: 1-800-992-0180
This Prospectus/Proxy Statement describes the proposed Agreement
and Plan of Reorganization (the "Reorganization Agreement") whereby the assets
and liabilities of a series of The Advisors' Inner Circle Fund, a Massachusetts
business trust (the "AIC Trust"), the CRA Realty Shares Portfolio ("Acquired
Fund"), would be transferred to the ING Real Estate Fund ("Successor Fund"), a
corresponding series of the ING Equity Trust, a Massachusetts business trust in
return for shares of the Successor Fund (the "Reorganization"). The Board of
Trustees of the AIC Trust has authorized the Acquired Fund to issue
Institutional Shares. In exchange for the transfer of these assets and
liabilities, the Successor Fund will issue Class I shares equal in value to
those of the Acquired Fund. Immediately after the transfer of the Acquired
Fund's assets and liabilities, the Acquired Fund will make a liquidating
distribution to its shareholders of the Successor Fund's shares. Following the
completion of the Reorganization, the Acquired Fund would be terminated.
THE BOARD OF TRUSTEES OF AIC TRUST UNANIMOUSLY RECOMMENDS
APPROVAL OF THE REORGANIZATION AGREEMENT.
This Prospectus/Proxy Statement should be retained for future
reference. It sets forth concisely the information about the Successor Fund
that a prospective investor should know before investing. This Prospectus/Proxy
Statement is accompanied by the Prospectus of the Successor Fund dated [______,
2002,] which is incorporated herein by reference. The Statement of Additional
Information for the Successor Fund dated _______ (relating to the Successor
Fund's Prospectus of the same date) and [____, 2002] (relating to this
Prospectus/Proxy Statement), all containing additional information, have been
filed with the Securities and Exchange Commission and are incorporated herein
1
by reference. Copies of the Statement of Additional Information may be obtained
without charge by writing or calling the Successor Fund at the address and
telephone number shown above.
For a comparison of the investment policies of the Successor Fund
and of the Acquired Fund, see "Summary - Investment Objectives, Policies and
Limitations." For a more detailed discussion of the investment objectives,
policies, risks and restrictions of the Successor Fund see the aforementioned
Prospectus and Statement of Additional Information of the Successor Fund.
THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT DEPOSITS OR
OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT
RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
SUMMARY OF EXPENSES.............................................................
SUMMARY...
About the Proposed Reorganization........................................
Investment Objectives, Policies and Limitations..........................
Adviser and Sub-Adviser..................................................
The Administrator........................................................
Distribution Arrangements................................................
Purchase, Exchange and Redemption Procedures.............................
Dividends
Tax Consequences.........................................................
Risk Factors.............................................................
Background and Reasons for the Proposed Reorganization..........................
Description of the Plan of Reorganization.......................................
Description of Successor Fund Shares............................................
Federal Income Tax Consequences ................................................
Comparative Information on Shareholder Rights and Obligations...................
General ...........................................................
Shares of the Successor Fund and the Acquired Fund.................
Voting Rights......................................................
Voting Rights
Trustees...........................................................
Liability of Trustees and Officers.................................
Shareholder Liability..............................................
Termination........................................................
Capitalization... ..............................................................
INFORMATION ABOUT ING EQUITY TRUST, THE SUCCESSOR FUND, THE AIC TRUST
AND THE ACQUIRED FUND...........................................................
VOTING INFORMATION..............................................................
1
Outstanding Shares and Voting Requirements...............................
Dissenter's Right of Appraisal...........................................
OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY......................
AGREEMENT AND PLAN OF REORGANIZATION - EXHIBIT A............................a-1
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SUMMARY OF EXPENSES
These tables describe the fees and expenses that you may pay if you buy and hold
shares of the Acquired Fund. The pro forma table shows the fees you would pay,
including the estimated ongoing operating expenses of the Successor Fund, if the
Reorganization is approved.
SUCCESSOR FUND
(CLASS I SHARES) ACQUIRED FUND SUCCESSOR FUND PRO FORMA
(1) (INSTITUTIONAL SHARES) (CLASS I SHARES)(1)
-----------------------------------------------------------------------------------------
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR
INVESTMENT
Maximum Sales Charge (Load)
Imposed on Purchases (as a None None None
percentage of offering
price)......................
Maximum Deferred Sales Charge
(Load) (as a percentage of
original purchase price or None None None
redemption proceeds, as
applicable).................
Maximum Sales Charge (Load)
Imposed on Reinvested
Dividends (as a percentage None None None
of offering price)..........
Redemption Fee (as a
percentage of amount
redeemed, if applicable)(2). None 0.75% None
Exchange Fee................... None(3) None None(3)
(1) The Successor Fund is a newly organized portfolio which has not conducted any business except that incident to its
organization. The fees and expenses shown for each of the Successor Fund and for the Successor Fund
Pro Forma are estimated fees and expenses expected to be incurred for the fiscal year ending May 31, 2003.
(2) This redemption fee is imposed if you sell Institutional Shares of the Acquired Fund within six months of your
purchase. See PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES herein.
(3) The Successor Fund reserves the right to impose charges of up to $5.00 upon exchanges.
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ANNUAL OPERATING EXPENSES SUCCESSOR FUND ACQUIRED FUND SUCCESSOR FUND PRO FORMA
(BEFORE WAIVER/ (CLASS I SHARES)(1) (INSTITUTIONAL SHARES) (CLASS I)(1)
REIMBURSEMENTS) ------------------- --------------------- ------------------------
EXPENSES THAT ARE DEDUCTED
FROM PORTFOLIO ASSETS (AS A
PERCENTAGE OF AVERAGE NET
ASSETS)
Investment Advisory Fee..... 0.70% 0.70% 0.70%
Distribution and Service None None None
(12b-1) Fees...........
Shareholder Services Fee.... 0.10% 0.15% 0.10%
Other Expenses.............. 0.20% 0.18% 0.20%
Total Annual Operating
Expenses(2)......... 1.00% 1.03% 1.00%
(1) The Successor Fund is a newly organized portfolio which has not conducted any business except that incident
to its organization. The fees and expenses shown for each of the Successor Fund and for the Successor Fund Pro
Forma are estimated fees and expenses expected to be incurred for the fiscal year ending May 31, 2003.
(2) For the fiscal year ended October 31, 2001, the adviser for the Acquired Fund voluntarily waived a portion of its
investment advisory fee. The Acquired Fund adviser can terminate this voluntary waiver at any time in its sole
discretion. These waivers are shown below along with the net expenses the Acquired Fund actually paid for the year
ended October 31, 2001. The adviser to the Successor Fund intends to enter into an expense limitation agreement with
the Successor Fund under which it will limit expenses of the Successor Fund excluding interest, taxes, brokerage and
extraordinary expenses, subject to possible recoupment in three years to [1.00%] for Class I Shares of the Successor
Fund. The expense limitation agreement will be contractual and will continue at least through May 31, 2003. These
waivers are shown below along with the net expenses the Successor Fund expects to actually pay through the fiscal year
ending May 31, 2003. The net expenses of the Successor Fund (after the waiver) are expected to be the same on a pro forma
combined basis.
Institutional Shares of Acquired
Fund Class I Shares of Successor Fund
-------------------------------- --------------------------------
Total Waivers of Portfolio Expenses 0.03% 0.00%
Total Actual Annual Portfolio
Operating Expenses (after waivers).....
1.00% 1.00%
The following Example is intended to help you compare the cost of
investing in the Acquired Fund with the cost of investing in the Successor Fund.
The Example assumes that you invest $10,000 in each respective fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example assumes that your investment has a 5% return each year,
that you reinvest all dividends and distributions, and that the Acquired Fund
and the Successor Fund and the Successor Fund Pro Forma Combined operating
expenses are as shown above in the Table and remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Acquired Fund (Institutional Shares) ............................ $ 105 $ 328 $ 569 $1,259
2
Successor Fund (Class I Shares) and Successor Fund Pro Forma
Combined......................................................... $ 102 $ 318 $ 552 $1,225
SUMMARY
This summary is qualified in its entirety by reference to the
additional information contained elsewhere in this Prospectus/Proxy Statement,
the Prospectus of the Successor Fund dated ____, 2002, the Statement of
Additional Information of the Successor Fund dated ___, 2002, the Prospectus of
the Acquired Fund dated March 1, 2002, the Statement of Additional Information
of the Acquired Fund dated March 1, 2002, and the Reorganization Agreement, a
copy of which is attached to this Prospectus/Proxy Statement as EXHIBIT A.
ABOUT THE PROPOSED REORGANIZATION
The Board of Trustees of the AIC Trust has voted to recommend to
holders of the shares of the Acquired Fund the approval of the Reorganization
Agreement whereby the Successor Fund would acquire all of the assets of the
Acquired Fund in exchange for the Successor Fund's Class I shares to be
distributed PRO RATA by the Acquired Fund to its respective shareholders in
complete liquidation and dissolution of the Acquired Fund (the
"Reorganization"). As a result of the Reorganization, each shareholder of the
Acquired Fund will become the owner of the same class of shares of the Successor
Fund having a total net asset value equal to the total net asset value of his or
her holdings in the Acquired Fund on the date of the Reorganization as set forth
in the Reorganization Agreement.
As a condition to the Reorganization transactions, ING Equity
Trust and AIC Trust will receive an opinion of counsel that the Reorganization
will be considered a tax-free "reorganization" under applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), so that no gain or
loss will be recognized by either the Acquired Fund, Successor Fund, or the
shareholders of the Acquired Fund. The tax basis of the Successor Fund's Class I
shares received by Acquired Fund's shareholders will be the same as the tax
basis of their corresponding shares in the Acquired Fund. After the
Reorganization is completed, the Acquired Fund will be terminated.
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INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS
This section will help you compare the investment objectives,
policies and limitations of the Successor Fund with the Acquired Fund. The
investment objectives of each of the Successor Fund and Acquired Fund are
substantially similar. The investment objective of the Acquired Fund is to
provide total return through investment in real estate securities and the
investment objective of the Successor Fund is to provide total return. The
investment policies and limitations of each of the Acquired Fund and the
Successor Fund are identical. Each of the Successor Fund and Acquired Fund
pursues its investment objective by investing primarily (at least 80% of its
assets) in common and preferred stocks of U.S. real estate investment trusts
("REITs") and real estate companies. Each of the Acquired Fund's and Successor
Fund's investment approach, with its emphasis on investments in companies
primarily engaged in the real estate industry, is expected to produce a total
return that is closely tied to the performance of the market for publicly traded
real estate companies, including REITs, which is a narrow segment of the overall
U.S. stock market.
Please be aware that this is only a brief discussion. In
addition to the investments and strategies described in this summary, the
Successor Fund and the Acquired Fund also may invest in other securities, use
other strategies and engage in other investment practices. The Successor Fund
and Acquired Fund are subject to certain additional investment policies and
limitations described in the Successor Fund's Prospectus and Statement of
Additional Information, each dated _______ 2002, and the Acquired Fund's
Prospectus and Statement of Additional Information, each dated March 1, 2002,
which set forth in full the investment objective, policies and investment
limitations of the Successor Fund and the Acquired Fund, all of which are
incorporated herein by reference thereto.
The investments and strategies described in these summaries are
those used under normal conditions. During unusual economic or market
conditions, or for temporary defensive or liquidity purposes, the Successor Fund
and Acquired Fund may invest up to 100% of its assets in cash or money market
instruments that would not ordinarily be consistent with such Successor Fund's
and Acquired Fund's objectives. The Successor Fund and Acquired Fund will do so
only if its adviser believes that the risk of loss outweighs the opportunity for
capital gains or higher income.
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Investments in the Successor Fund and Acquired Fund are not
insured or guaranteed by the U.S. government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other government agency.
ADVISER AND SUB-ADVISER
ING Investments, LLC (the "Adviser"), is the adviser to the
Successor Fund. The Adviser manages mutual funds, closed-end funds, variable
products and private and institutional accounts. Its principal office is
located at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258. As of
June 30, 2002, the Adviser managed over $34.6 billion in assets.
The Successor Fund and the Adviser will engage Clarion CRA
Securities, L.P., the adviser to the Acquired Fund ("Clarion CRA"), as
sub-adviser to the Successor Fund to manage the Successor Fund on a day-to-day
basis. In choosing investments for the Successor Fund, Clarion CRA will utilize
the same strategy and methodology it employs in choosing investments for the
Acquired Fund. Clarion CRA focuses on investments that generally provide income
and also have the potential for long-term capital appreciation. Clarion CRA uses
systematic, top-down research to evaluate property market conditions and trends
to judge which market sectors offer potentially attractive returns. Clarion CRA
uses proprietary analytical techniques to identify the securities which it
believes will provide above-average cash flow yield and growth. Companies are
evaluated for purchase and sale using several different qualitative and
quantitative factors such as valuation, capital structure, and management and
strategy. Clarion CRA will sell a security when it no longer meets these
criteria.
The annual investment advisory fees and the annual sub-advisory fees,
together, for the Successor Fund will be identical to the advisory fees for the
Acquired Fund. The investment advisory and sub-advisory fees are calculated
daily and paid monthly, based on a percentage of average daily net assets of the
portfolio, as more fully detailed in the chart below.
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ADVISORY AND SUB-ADVISORY FEES
------------------------------
Advisory
FEE TOTAL
-------- -------
Acquired Fund 0.70% 0.70%
Successor Fund 0.70%(1) 0.70%
(1) The Adviser pays the sub-adviser to the Successor Fund, Clarion CRA, out of
the proceeds of the advisory fee. The sub-advisory fee is 0.70% of net assets
transferred as of the date of the Reorganization and 0.35% of net assets
invested in the Successor Fund after the date of the Reorganization.
The investment advisory services to be performed by the Adviser
will be substantially similar in all material respects to the services Clarion
CRA provides as adviser, except that the Adviser will delegate the day-to-day
management of the Successor Fund to Clarion CRA as sub-adviser. There will be no
change in the advisory fees to be paid by the Successor Fund. The investment
advisory agreement requires the Adviser to provide, subject to the supervision
of the Board, advisory and management services for the Successor Fund. The
investment advisory agreement gives the Adviser the authority to provide a
continuous investment program for the Successor Fund and determine the
composition of the assets of the Successor Fund's portfolio, including
determination of the purchase, retention or sale of the securities, cash and
other investments contained in the portfolio. The investment advisory agreement
states that the Adviser will provide investment research and conduct a program
of evaluation, investment, sales and reinvestment of the Successor Fund's
assets. Moreover, the investment advisory agreement provides that the Adviser is
responsible for decisions to buy and sell securities and other investments for
the Successor Fund's portfolio, broker-dealer selection (which may include
brokers or dealers affiliated with the Adviser), and negotiation of brokerage
commission rates. The investment advisory agreement states that in the event the
Adviser wishes to select others to render investment management services (i.e.,
sub-advisers), the Adviser shall analyze, select and recommend for consideration
such sub-advisers to the Board. Subject to approval by the Successor Fund's
Board of Trustees, the Adviser has engaged Clarion CRA to serve as sub-adviser
to the Successor Fund, and has delegated the advisory responsibilities described
above to Clarion CRA.
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THE ADMINISTRATOR
ING Funds Services, LLC ("ING Funds Services"), an affiliate of
the Adviser, will serve as administrator for the Successor Fund and in that
capacity will provide certain administrative personnel and services necessary to
operate the Successor Fund. ING Funds Services will provide these services at an
annual rate of 0.10% of the average aggregate daily net assets of the Successor
Fund.
SEI Investments Mutual Fund Services ("SEI MFS"), a wholly-owned
subsidiary of SEI Investments Company, provides certain administrative personnel
and services necessary to operate the Acquired Fund. SEI MFS provides these
services at annual rate of 0.15% of the average aggregate daily net assets of
the Acquired Fund for the first $100 million of assets, 0.125% of the next $100
million of assets, 0.10% of the next $100 million of assets, and 0.08% on assets
over $300 million. SEI MFS's minimum annual administration fee is $75,000. SEI
MFS may choose voluntarily to waive a portion of its administrative fee. The
administrative fee expense for the Acquired Fund's fiscal year ended October 31,
2001 was $111,081 or [_____]% of average aggregate daily net assets. The
administrative fee expense for the Successor Fund for the fiscal year ending May
31, 2003 is expected to be 0.10% of average aggregate daily net assets.
DISTRIBUTION ARRANGEMENTS
ING Funds Distributor, Inc. ("ING Funds Distributor"), an
affiliate of the Adviser, will serve as the principal distributor for shares of
the Successor Fund. SEI Investments Distribution Co. ("SIDCO"), a wholly owned
subsidiary of SEI Investments Company, is the principal distributor for shares
of the Acquired Fund. Institutional Shares of the Acquired Fund and the Class I
shares of the Successor Fund bear no sales charges or distribution fees.
For a complete description of distribution arrangements, reference
is hereby made to the Prospectus and Statement of Additional Information of the
Successor Fund dated ______ 2002 and the Prospectus and Statement of Additional
Information of the Acquired Fund dated March 1, 2002, each which is incorporated
herein by reference thereto.
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PURCHASE, EXCHANGE, AND REDEMPTION PROCEDURES
The transfer agent and dividend-disbursing agent for the Successor
Fund is DST Systems, Inc. and for the Acquired Fund it is Forum Financial
Systems, Inc. The custodian for the Successor Fund is State Street Bank and
Trust Company and for the Acquired Fund it is First Union National Bank.
Procedures for the purchase, exchange and redemption of the shares of the
Successor Fund are substantially similar to the procedures applicable to the
purchase, exchange and redemption of the shares of the Acquired Fund. Reference
is made to the Prospectus of the Successor Fund dated ______, 2002, and the
Prospectus of the Acquired Fund dated March 1, 2002, for a complete description
of the purchase, exchange and redemption procedures applicable to purchases,
exchanges and redemptions of the shares of the Successor Fund and the shares of
the Acquired Fund, respectively, each of which is incorporated herein by
reference thereto.
Purchases of Class I Shares of the Successor Fund and the
Institutional Shares of the Acquired Fund may be made through an investment
professional or by telephone, mailing a written request, or wire. The minimum
initial investment in Institutional Shares of the Acquired Fund is $100,000. The
minimum initial investment in Class I shares of the Successor Fund is
$1,000,000. The Acquired Fund and the Successor Fund each reserve the right to
reject any purchase request.
Except in limited circumstances, the net asset value per share for
the Acquired Fund and the Successor Fund is calculated as of the close of
trading (normally 4:00 p.m., Eastern time) on the New York Stock Exchange, Inc.
(the "NYSE") on each day on which the NYSE is open for business. If received
before 4:00 p.m. Eastern Time, purchase orders for shares of the Acquired Fund
or the Successor Fund are considered received that same day.
The Acquired Fund has no exchange privileges. Class I shares of
the Successor Fund may be exchanged for Class I shares of any other ING Fund.
The Successor Fund may, on 60 days' prior notice, restrict the frequency of,
otherwise modify, or impose charges of up to $5.00 upon exchanges.
Redemptions of the Acquired Fund's Institutional Shares are made
by following the procedures established when shareholders opened their accounts.
Holders of Institutional Shares of the Acquired Fund are charged a redemption
fee of 0.75% on redemptions of Institutional Shares that have
8
been held less than six months. The fee is deducted from sale proceeds and
cannot be paid separately. The fee does not apply to shares purchased with
reinvested dividends or distributions. Redemptions of the Successor Fund's Class
I shares may be made by mail or telephone. Institutional Shares of the Acquired
Fund and Class I shares of the Successor Fund are each redeemed at their net
asset value, next determined after the redemption request is received on each
day on which the net asset value is computed. Proceeds will ordinarily be
distributed by check within seven days after receipt of a redemption request.
Any questions about the foregoing procedures or effecting
purchases, exchanges or redemptions of the shares of the Successor Fund may be
directed to Shareholder Services at 1-800-992-0180. Any questions about the
foregoing procedures or assistance in effecting purchases, exchanges or
redemptions of the shares of the Acquired Fund may be directed to SIDCO at
1-888-712-1103.
DIVIDENDS
The Acquired Fund distributes net investment income and capital
gains, if any, at least annually. The Successor Fund distributes its net
investment income in the form of quarterly dividends and makes distributions of
its net realized capital gains, if any, at least annually. If you own shares on
the record date, you will be entitled to receive the distribution. With respect
to both the Acquired Fund and the Successor Fund, unless a shareholder otherwise
instructs, dividends and capital gain distributions will be reinvested
automatically in additional shares at net asset value.
TAX CONSEQUENCES
As a condition to the Reorganization transaction, ING Equity
Trust and AIC Trust will receive an opinion of counsel that the Reorganization
will be considered a tax-free "reorganization" under applicable provisions of
the Code so that no gain or loss will be recognized by either the Acquired Fund
or the Successor Fund or the shareholders of the Acquired Fund. The tax basis of
the Successor Fund shares received by the respective Acquired Fund shareholders
will be the same as the tax basis of their shares in the Acquired Fund.
9
RISK FACTORS
Because the investment objectives and policies of the Acquired
Fund and the Successor Fund are substantially identical, an investment in the
Successor Fund will be subject to the same investment risks as an investment in
the Acquired Fund. For a more complete discussion of the risks associated with
an investment in the funds, please review the prospectus for the Acquired Fund
and Successor Fund. Set forth below is a brief summary of the investment risk
factors of the Acquired Fund and Successor Fund.
Each of the Acquired Fund and Successor Fund is subject to the
risk that stock prices will fall over short or extended periods of time. Various
factors, including cyclical fluctuations, economic and/or industry trends and
negative developments affecting individual companies, may result in a decline in
value of securities, resulting in price volatility.
The Acquired Fund and Successor Fund are also subject to the risk
that the securities of issuers in the real estate industry that the Acquired
Fund and Successor Fund purchase will underperform the market as a whole. To the
extent that the Acquired Fund's and Successor Fund's investments are
concentrated in issuers conducting business in the real estate industry, the
Acquired Fund and Successor Fund are subject to legislative or regulatory
changes, adverse market conditions and/or increased competition affecting that
industry.
The Acquired Fund and Successor Fund are non-diversified. As a
result, they may be more susceptible than a diversified fund to a single adverse
economic or regulatory occurrence affecting one or more of these issuers, and
may experience increased volatility due to their investments in those
securities.
BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATION
The Acquired Fund was established in November 1996 as part of the
AIC Trust and commenced investment operations on December 31, 1996. In addition
to the Acquired Fund, the AIC Trust consists of other investment portfolios
managed by other investment advisers who receive other services from SEI MFS and
other service providers, all of which are overseen by the Board of Trustees
10
of the AIC Trust.
Clarion CRA has served as the investment adviser to the Acquired
Fund since its inception. Clarion CRA was acquired in 1998 by ING Groep N.V.
("ING"). Headquartered in Amsterdam, ING is a global financial institution
active in the fields of asset management, insurance and banking. ING Funds
Services and Clarion CRA have proposed a plan to integrate the operations of the
Acquired Fund with the operations of other mutual funds managed by other
subsidiaries of ING. The Board of Trustees of the AIC Trust received and
reviewed extensive documentary and oral information about the proposal,
including information about the qualifications of the Adviser as a provider of
investment advisory services, ING Funds Services as a provider of administrative
services and ING Funds Distributor as a provider of distribution services. They
also reviewed the structure of the proposed reorganization, including the
similarity of investment objectives, policies and manner of operation of the
Acquired and Successor Funds. The Trustees also took into consideration that the
expense ratio of the Successor Fund would be the same as or lower than that of
the Acquired Fund and that there was no intention to raise the expense ratio in
the future; that there will be no change in the portfolio management personnel
who manage the funds or investment advisory fees paid; that the Adviser, Clarion
or other ING subsidiaries would absorb all costs of the reorganization and that
there would be no charges imposed on shareholders in connection with the
reorganization; that the respective net asset values per share of the Acquired
and Successor Funds would be the same, and that the reorganization of the Fund
would be tax-free to the Fund and to shareholders.
The Board of Trustees of AIC Trust, including a majority of the
independent Trustees, determined that participation in the Reorganization is in
the best interests of the Acquired Fund and that the interests of the Acquired
Fund's shareholders would not be diluted as a result of its effecting the
Reorganization. Based upon ING Funds Services and Clarion CRA's reasons for
recommending the reorganization, the Board of Trustees of the AIC Trust
unanimously voted to approve, and
11
recommend to Acquired Fund shareholders the approval of, the Reorganization.
The Board of Trustees of ING Equity Trust, including the
independent Trustees, have unanimously concluded that consummation of the
Reorganization is in the best interests of the Successor Fund and the
shareholders of the Successor Fund and that the interests of the Successor Fund
shareholders would not be diluted as a result of effecting the Reorganization
and have unanimously voted to approve the Reorganization Agreement.
DESCRIPTION OF THE PLAN OF REORGANIZATION
The Reorganization Agreement provides that all of the assets of
the Acquired Fund will be transferred to the Successor Fund, subject to the
liabilities of the Acquired Fund. Each holder of shares of the Acquired Fund
will receive the same number and class (with the same aggregate value) of shares
of the Successor Fund as the shareholder had in the Acquired Fund immediately
prior to the Reorganization. The Acquired Fund's shareholders will not pay a
sales charge, commission or other transaction cost in connection with their
receipt of shares of the Successor Fund.
Following the transfer of assets and assumption of liabilities of
the Acquired Fund to and by the Successor Fund, and the issuance of Class I
shares by the Successor Fund to the corresponding Acquired Fund, the Acquired
Fund will distribute the shares of the Successor Fund among the shareholders of
the Acquired Fund in proportion to the number of shares each such shareholder
holds in the Acquired Fund. In addition to receiving shares of the Successor
Fund, each shareholder of the Acquired Fund will have a right to receive any
declared and unpaid dividends or other distributions of the Acquired Fund.
Following the Reorganization, shareholders of the Acquired Fund will be
shareholders of the Successor Fund and the AIC Trust will take all steps
necessary to effect the termination of the Acquired Fund.
12
The Reorganization is subject to certain conditions, including:
approval of the Reorganization Agreement and the transactions and exchange
contemplated thereby as described in this Prospectus/Proxy Statement by the
shareholders of the Acquired Fund; the receipt of a legal opinion described in
the Reorganization Agreement regarding tax matters; the receipt of certain
certificates from the parties concerning the continuing accuracy of the
representations and warranties in the Reorganization Agreement and other
matters; and the parties' performance, in all material respects, of the
agreements and undertakings in the Reorganization Agreement. Assuming
satisfaction of the conditions in the Reorganization Agreement, the
Reorganization is expected to occur on or after November 4, 2002.
The Adviser, Clarion or other ING subsidiaries are responsible for
the payment of all expenses of the Reorganization incurred by either party,
whether or not the Reorganization is consummated. Such expenses include, but are
not limited to, legal fees, registration fees, transfer taxes (if any), the fees
of banks and transfer agents and the costs of preparing, printing, copying and
mailing proxy solicitation materials to the Acquired Fund's shareholders.
The Reorganization may be terminated at any time prior to its
consummation by either AIC Trust or ING Equity Trust if circumstances should
develop that, in the opinion of either the Board of Trustees of the AIC Trust or
the Board of Trustees of ING Equity Trust, make proceeding with the
Reorganization Agreement inadvisable. The Reorganization Agreement provides
further that at any time prior to the consummation of the Reorganization: (i)
the parties thereto may amend or modify any of the provisions of the
Reorganization Agreement provided that such amendment or modification would not
have a material adverse effect upon the benefits intended under the
Reorganization Agreement and it would be consistent with the best interests of
shareholders of the Acquired Fund and the Successor Fund; and (ii) either party
may waive any of the conditions set forth in the Reorganization Agreement if, in
the judgment of the waiving party, such waiver will not have a material adverse
effect on the benefits intended under the Reorganization Agreement to the
shareholders of the Acquired Fund or the shareholders of the Successor Fund, as
the case may be.
13
DESCRIPTION OF SUCCESSOR FUND SHARES
Full and fractional shares of the Successor Fund will be issued
without the imposition of a sales charge or other fee to the shareholders of the
corresponding Acquired Fund in accordance with the procedures described above.
Shares of the Successor Fund to be issued to shareholders of the Acquired Fund
under the Plan will be fully paid and nonassessable by ING Equity Trust when
issued and transferable without restriction and will have no preemptive or
conversion rights. Reference is hereby made to the Prospectus of the Successor
Fund dated ______ 2002, provided herewith for additional information about
shares of the Successor Fund.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the Reorganization, the AIC Trust, on behalf of
the Acquired Fund, and the ING Equity Trust, on behalf of the Successor Fund,
will receive an opinion of counsel to the effect that, on the basis of the
existing provisions of the Code, current administrative rules and court
decisions, for federal income tax purposes: (1) the Reorganization as set forth
in the Reorganization Agreement will constitute a tax-free "reorganization"
under Section 368(a)(1)(F) of the Code, and the Acquired Fund and the Successor
Fund each will be "a party to a reorganization" within the meaning of Section
368(b) of the Code; (2) no gain or loss will be recognized by the Successor Fund
upon its receipt of the Acquired Fund's assets (subject to the liabilities of
the Acquired Fund) in exchange for Successor Fund shares; (3) no gain or loss
will be recognized by the Acquired Fund upon the transfer of its assets (subject
to the liabilities of the Acquired Fund) to the Successor Fund in exchange for
Successor Fund shares (except to the extent that such assets consist of
contracts described in section 1256 of the Code) or upon the distribution
(whether actual or constructive) of the Successor Fund shares to the Acquired
Fund shareholders in exchange for their shares of the Acquired Fund; (4) no gain
or loss will be recognized by shareholders of the Acquired Fund upon the
exchange of their fund shares for Successor Fund shares; (5) the tax
14
basis of the Acquired Fund's assets acquired by the Successor Fund will be the
same as the tax basis of such assets to the Acquired Fund immediately prior to
the Reorganization; (6) the tax basis of Successor Fund shares received by
shareholders of the Acquired Fund pursuant to the Reorganization will be the
same as the tax basis of the Acquired Fund shares held by shareholders
immediately prior to the Reorganization; (7) the holding period of the assets of
the Acquired Fund in the hands of the Successor Fund will include the period
during which those assets were held by the Acquired Fund; and (8) the holding
period of the Successor Fund shares received by shareholders of the Acquired
Fund pursuant to the Reorganization will include the period during which the
Acquired Fund shares exchanged therefor were held by such shareholder, provided
the Acquired Fund shares were held as capital assets on the date of the
Reorganization.
AIC Trust and ING Equity Trust have not sought a tax ruling from
the Internal Revenue Service ("IRS"), but are acting in reliance upon the
opinion of counsel discussed in the previous paragraph. That opinion is not
binding on the IRS and does not preclude the IRS from adopting a contrary
position. Shareholders should consult their own adviser concerning the potential
tax consequences to them, including state and local income taxes.
GENERAL
Both the Successor Fund and the Acquired Fund are series of
open-end management investment companies registered under the Investment Company
Act of 1940, as amended (the "1940 Act"). Each of AIC Trust and ING Equity Trust
are organized as a business trust pursuant to a Declaration of Trust under the
laws of the Commonwealth of Massachusetts. AIC Trust and ING Equity Trust are
governed by their respective Declaration of Trust, By-laws and Board of
Trustees, in addition to applicable state and federal law. The rights of
shareholders of the Acquired Fund and shareholders of the Successor Fund as set
forth in the applicable Declaration of Trust and By-laws are
15
substantially similar. Set forth below is a brief summary of the significant
rights of shareholders of Successor Fund and shareholders of Acquired Fund.
SHARES OF THE SUCCESSOR FUND AND THE ACQUIRED FUND
ING Equity Trust is authorized to issue an unlimited number of
shares of beneficial interest for a par value of $0.01 per share. The Successor
Fund is a separate series of ING Equity Trust. The Board of Trustees has
established five classes of shares of the Successor Fund, known as Class A, B,
C, Q and I shares. Only Class I shares will be issued in conjunction with this
Reorganization.
The AIC Trust is authorized to issue an unlimited number of shares
of beneficial interest which have no par value. The Acquired Fund is a portfolio
of the AIC Trust and has two classes of shares, known as Class A Shares and
Institutional Shares. No Class A shares are outstanding. Issued and outstanding
shares of both the Successor Fund and the Acquired Fund are fully paid and
nonassessable by ING Equity Trust and the AIC Trust, respectively, and are
freely transferable.
VOTING RIGHTS
ING Equity Trust and AIC Trust are not required to hold annual
meetings of shareholders, except as required under the 1940 Act. Shareholder
approval is necessary for certain changes in operations, the election of
trustees under certain circumstances, and certain amendments to the Declaration
of Trust. AIC Trust requires that a special meeting of shareholders be called
for any permissible purpose upon the written request of the holders of at least
10% of the outstanding shares of the series or class of AIC Trust, entitled to
vote. Each share of the Successor Fund and of the Acquired Fund gives the
shareholder one vote in trustee elections and other matters submitted to
shareholders for vote. All shares of each portfolio or class in each of ING
Equity Trust and AIC Trust have equal voting rights except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote.
16
TRUSTEES
The Declaration of Trust for ING Equity Trust and the Declaration
of Trust for the AIC Trust each provides that the term of office of each Trustee
shall be for the lifetime of ING Equity Trust or the AIC Trust, as the case may
be, or the earlier of his or her death, resignation, retirement, removal or
mental or other incapacity. A Trustee of AIC Trust may be removed by: (i) a
majority vote of the Trustees or (ii) a vote of the majority of the outstanding
shares at any special meeting of shareholders. A Trustee of ING Equity Trust may
be removed (i) by a vote of two-thirds of the Trustees or (ii) by a vote of
two-thirds of the outstanding shares at a special meeting of shareholders. A
vacancy on the Board may be filled by a majority the Trustees remaining in
office. A meeting of shareholders will be required for the purpose of electing
additional Trustees whenever fewer than a majority of the Trustees then in
office were elected by shareholders.
LIABILITY OF TRUSTEES AND OFFICERS
Under both the Declaration of Trust for ING Equity Trust and the
Declaration of Trust for the AIC Trust, a Trustee or officer will be personally
liable only for his or her own willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his or her
office. The Declaration of Trust for ING Equity Trust and the Declaration of
Trust of AIC Trust each further provides that Trustees and officers will be
indemnified by ING Equity Trust or AIC Trust, as the case may be, to the fullest
extent permitted by law against liability and against all expenses in connection
with litigation unless the person's conduct is determined to constitute willful
misfeasance, bad faith, gross negligence or reckless disregard of the person's
duties.
SHAREHOLDER LIABILITY
Under certain circumstances, shareholders of the Acquired Fund may
be held personally liable as partners under Massachusetts law for obligations of
the AIC Trust on behalf of the Acquired Fund. To protect its shareholders, the
AIC Trust has filed legal documents with the Commonwealth of Massachusetts that
expressly disclaim the liability of its shareholders for such acts or
obligations of the
17
AIC Trust. These documents require that notice of this disclaimer be given in
each agreement, obligation or instrument that the AIC Trust or its Trustees
enter into or sign.
In the unlikely event a shareholder is held personally liable for
the AIC Trust's obligations on behalf of the Acquired Fund, the AIC Trust is
required to use its property to protect or compensate the shareholder. On
request, the AIC Trust will defend any claim made and pay any judgment against a
shareholder for any act or obligation of the AIC Trust on behalf of the Acquired
Fund. Therefore, financial loss resulting from liability as a shareholder will
occur only if the AIC Trust itself cannot meet its obligations to indemnify
shareholders and pay judgments against them from assets of the Acquired Fund.
Under certain circumstances, shareholders of the Successor Fund
may be held personally liable under Massachusetts law for obligations of ING
Equity Trust on behalf of the Successor Fund. To protect its shareholders, ING
Equity Trust has filed documents with the Commonwealth of Massachusetts that
expressly disclaim the liability of its shareholders in connection with ING
Equity Trust property or the acts, obligations, or affairs of ING Equity Trust.
In the unlikely event that a shareholder of the Successor Fund is held
personally liable for ING Equity Trust's obligations, ING Equity Trust shall
indemnify the shareholder against all claims and liabilities to which the
shareholder is subject by reason of his being a shareholder, and shall reimburse
the shareholder for reasonable legal expenses. The indemnification and
reimbursement shall be made only out of the assets of the Successor Fund.
TERMINATION
In the event of the termination of ING Equity Trust or any
portfolio or class of ING Equity Trust or of the termination the AIC Trust, the
shareholders of the respective portfolio or class are entitled to receive, when
and as declared by its Trustees, the excess of the assets belonging to the
respective portfolio or class over the liabilities belonging to the respective
portfolio or class. In either case, the assets belonging to the portfolio or
class will be distributed among the shareholders in proportion to the number of
shares of the respective portfolio or class held by them.
CAPITALIZATION
The Successor Fund is a newly-organized portfolio which, as of the
date of this Prospectus/Proxy Statement, has not conducted any business (other
than matters incident to its organization) and has no shareholders. Accordingly,
the capitalization of the Successor Fund immediately following the
Reorganization is expected to be identical to the capitalization of the
18
Acquired Fund immediately prior to the Reorganization. The following table sets
forth the unaudited capitalization of the Successor Fund and the outstanding
shares of the Acquired Fund as of ____, 2002 and on a pro forma combined basis
as of that date.
NET ASSET
NET ASSETS VALUE PER SHARES
FUND (000) SHARE OUTSTANDING
---------------- ---------------- -----------------
Acquired/ Realty Shares Portfolio --
Institutional Shares
---------------- ---------------- -----------------
Total
Successor/ ING Real Estate Fund --
Class I Shares
---------------- ---------------- -----------------
Total
Pro Forma - Successor/ ING Real Estate Fund
-- Class I Shares
---------------- ---------------- -----------------
Total
INFORMATION ABOUT ING EQUITY TRUST, THE SUCCESSOR FUND, THE
AIC TRUST AND THE ACQUIRED FUND
Information about ING Equity Trust and the Successor Fund is
contained in the Successor Fund's current Prospectus dated __ 2002,
and the Successor Fund's Statement of Additional Information dated __
2002, and the Statement of Additional Information dated __, 2002 (relating to
this Prospectus/Proxy Statement), each of which is incorporated herein by
reference. Copies of the Statements of Additional Information, which have been
filed with the Securities and Exchange Commission (the "SEC"), may be obtained
upon request and without charge by contacting the Successor Fund at
1-800-992-0180, or by writing to the Successor Fund at 7337 E. Doubletree Ranch
Road, Scottsdale, AZ 85258. ING Equity Trust is subject to the informational
19
requirements of the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act
and in accordance therewith files reports and other information with the SEC.
Reports, proxy and statements, charter documents and other information filed by
ING Equity Trust or the Successor Fund can be obtained by calling or writing the
Successor Fund and can also be inspected and copied by the public at the public
reference facilities maintained by the SEC in Washington, D.C. located at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material
can be obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates or from the SEC's Internet site at http://www.sec.gov.
This Prospectus/Proxy Statement, which constitutes part of a
Registration Statement filed by ING Equity Trust with the SEC under the 1933
Act, omits certain of the information contained in the Registration Statement.
Reference is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to ING Equity Trust and the
Successor Fund and the shares offered hereby. Statements contained herein
concerning the provisions of documents are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the SEC.
Information about the Acquired Fund and the AIC Trust is contained
in the Acquired Fund's current Prospectus dated March 1, 2002, the Annual Report
to Shareholders dated October 31, 2001, the Semi-Annual Report to Shareholders
dated March 31, 2002, the Statement of Additional Information dated March 1,
2002, and the Statement of Additional Information dated __, 2002 (relating to
this Prospectus/Proxy Statement), each of which is incorporated herein by
reference. Copies of such Prospectus, Annual Report, and Statements of
Additional Information, which have been filed with the SEC, may be obtained upon
request and without charge from the Acquired Fund by calling 1-888-712-1103, or
by writing to the Acquired Fund at One Freedom Valley Drive, Oaks, PA 19456. The
20
Acquired Fund is subject to the informational requirements of the 1933 Act, the
1934 Act and the 1940 Act and in accordance therewith files reports and other
information with the SEC. Reports, proxy and information statements, charter
documents and other information filed by the AIC Trust or the Acquired Fund, can
be obtained by calling or writing the Acquired Fund and can also be inspected at
the public reference facilities maintained by the SEC or obtained at prescribed
rates at the addresses listed in the previous section or from the SEC's Internet
site at http://www.sec.gov.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with
the solicitation by the Board of Trustees of the AIC Trust of proxies for use at
the Special Meeting of Shareholders (the "Special Meeting") to be held at 2:00
p.m. on October 30, 2002 at: the offices of SEI MFS, One Freedom Valley Drive,
Oaks, Pennsylvania 19456, and at any adjournments thereof. The proxy confers
discretionary authority on the persons designated therein to vote on other
business not currently contemplated which may properly come before the Special
Meeting. A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon; if no instructions are
given, such proxy will be voted in favor of the Reorganization Agreement. A
shareholder may revoke a proxy at any time prior to use by filing with the
Secretary of the AIC Trust an instrument revoking the proxy, by submitting a
proxy bearing a later date or by attending and voting at the Special Meeting.
The cost of the solicitation, including the printing and mailing
of proxy materials, will be borne by the Adviser, Clarion or other ING
subsidiaries. In addition to solicitations through the mails, proxies may be
solicited by officers, employees and agents of the Acquired Fund, the Adviser,
Clarion or other ING subsidiaries at no additional cost to the Acquired Fund.
Such solicitations may be by telephone, telegraph or personal contact. The
Adviser, Clarion or other ING subsidiaries will reimburse
21
custodians, nominees and fiduciaries for the reasonable costs incurred by them
in connection with forwarding solicitation materials to the beneficial owners of
shares held of record by such persons.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees of the AIC Trust has fixed the close of
business on September 3, 2002, as the record date for the determination of
shareholders of the Acquired Fund entitled to notice of and to vote at the
Special Meeting and any adjournments thereof. As of the record date, the
following number of shares of the Acquired Fund was outstanding:
_______________.
Each of the Acquired Fund's shares is entitled to one vote and
fractional shares have proportionate voting rights. On the record date, the
Trustees and officers of the AIC Trust as a group owned less than 1% of the
outstanding shares of the Acquired Funds. To the best knowledge of AIC Trust, as
of the record date, no person, except as set forth in the table below, owned
beneficially or of record 5% or more of the Acquired Fund's outstanding shares.
Acquired Fund
- --------------------------------------------------------------------------------
Shares Owned of
Record and Percent of
Name and Address Beneficially Outstanding Shares
- --------------------------------------------------------------------------------
--.--%
As of the record date, there were no Class I shares of the
Successor Fund outstanding.
Approval of the Plan with respect to the Acquired Fund requires
the affirmative vote of a majority of the shares voted of the Acquired Fund. A
majority of the issued and outstanding shares of the Acquired Fund, represented
in person or by proxy, will be required to constitute a quorum at the Special
Meeting for the purpose of voting on the proposed Reorganization. For purposes
of determining the presence of a quorum, shares represented by abstentions and
"broker non-votes" will be counted as present, but not as votes cast, at the
Special Meeting.
22
Reorganization, are determined on the basis of a percentage of votes present at
the Special Meeting, which would have the effect of treating abstentions and
"broker non-votes" as if they were votes against the Reorganization.
DISSENTER'S RIGHT OF APPRAISAL
Shareholders of the Acquired Fund objecting to the Reorganization
have no appraisal rights under the AIC Trust's Declaration of Trust or
Massachusetts law. Under the Plan, if approved by Acquired Fund shareholders,
each shareholder will become the owner of Class I shares of the Successor Fund
having a total net asset value equal to the total net asset value of his or her
holdings in the Acquired Fund at the Closing Date.
Management of the AIC Trust knows of no other matters that may
properly be, or which are likely to be, brought before the Special Meeting.
However, if any other business shall properly come before the Special Meeting,
the persons named in the proxy intend to vote thereon in accordance with their
best judgment.
If at the time any session of the Special Meeting is called to
order, a quorum is not present in person or by proxy, the persons named as
proxies may vote those proxies which have been received to adjourn the Special
Meeting to a later date. In the event that a quorum is present but sufficient
votes in favor of one or more of the proposals have not been received, the
persons named as proxies may propose one or more adjournments of the Special
Meeting to permit further solicitation of proxies with respect to any such
proposal. All such adjournments will require the affirmative vote of a majority
of the shares present in person or by proxy at the session of the Special
Meeting to be adjourned. The persons named as proxies will vote those proxies
which they are entitled to vote in favor of the proposal, in favor of such an
adjournment, and will vote those proxies required to be voted against the
proposal, against any such adjournment.
23
Whether or not shareholders expect to attend the Special Meeting,
all shareholders are urged to sign, fill in and return the enclosed proxy form
promptly.
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated as of __________, 2002 (the
"Agreement"), between and among The Advisors' Inner Circle Fund ("AIC Trust"), a
Massachusetts business trust, with its principal place of business at 101
Federal Street, Boston, MA 02110, with regard to its CRA Realty Shares Portfolio
(the "Acquired Fund") and ING Equity Trust ("ING Equity Trust"), a Massachusetts
business trust, with its principal place of business at 7337 E. Doubletree Ranch
Road, Scottsdale, AZ 85258 with regard to its ING Real Estate Fund (the
"Acquiring Fund").
WHEREAS, AIC Trust was organized on July 18, 1991 under Massachusetts
law as a business trust under an Agreement and Declaration of Trust. AIC Trust
is an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). AIC Trust has authorized two
classes of shares of the Acquired Fund: Institutional Class Shares and Class A
Shares. The Acquired Fund is a validly existing series of AIC Trust and has only
Institutional Class Shares issued and outstanding;
WHEREAS, ING Equity Trust was organized on June 12, 1998 under
Massachusetts law as a business trust under a Declaration of Trust. ING Equity
Trust is an open-end management investment company registered under the 1940
Act. ING Equity Trust has authorized capital consisting of an unlimited number
of shares of beneficial interest with $0.01 par value of separate series of ING
Equity Trust. The Acquiring Fund is a duly organized and validly existing series
of ING Equity Trust;
NOW, THEREFORE, in consideration of the mutual promises herein
contained and intending to be legally bound hereby, the parties hereto agree to
effect the transfer of all of the assets of the Acquired Fund solely in exchange
for the assumption by the Acquiring Fund of all of the liabilities of the
Acquired Fund and shares of beneficial interest of Class I Shares of the
Acquiring Fund ("Acquiring Fund Shares") followed by the distribution, at the
Effective Time (as defined in Section 12 of this Agreement), of such Acquiring
Fund Shares to the holders of Institutional Class Shares of the Acquired Fund
("Acquired Fund Shares") on the terms and conditions hereinafter set forth in
liquidation of the Acquired Fund. The parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION. At the Effective Time, the Acquired Fund
will assign, deliver and otherwise transfer all of its assets and goods and
marketable title thereto, and assign all of the liabilities as are set forth in
a statement of assets and liabilities, to be prepared as of the Valuation Time
(the "Statement of Assets and Liabilities") to the Acquiring Fund free and clear
of all liens, encumbrances and adverse claims except as provided in this
Agreement, and the Acquiring Fund shall acquire all assets, and shall assume all
liabilities of the Acquired Fund, in exchange for delivery to the Acquired Fund
by the Acquiring Fund of a number of Acquiring Fund Shares (both full and
fractional) equivalent in number and value to the Acquired Fund Shares
outstanding immediately prior to the Effective Time. Shareholders of record of
24
Institutional Class Shares of the Acquired Fund at the Effective Time
will be credited with full and fractional Class I Shares of the Acquiring Fund.
The assets and liabilities of the Acquired Fund shall be exclusively assigned to
and assumed by the Acquiring Fund. All debts, liabilities, obligations and
duties of the Acquired Fund, to the extent that they exist at or after the
Effective Time shall after the Effective Time attach to the Acquiring Fund and
may be enforced against the Acquiring Fund to the same extent as if the same had
been incurred by the Acquiring Fund. The events outlined in this Section 1 are
the "Reorganization."
2. TRANSFER OF ASSETS.
(a) The assets of the Acquired Fund to be acquired by the
Acquiring Fund and allocated thereto shall include, without limitation,
all cash, cash equivalents, securities, receivables (including interest
and dividends receivable) as set forth in the Statement of Assets and
Liabilities, as well as any claims or rights of action or rights to
register shares under applicable securities laws, any books or records
of the Acquired Fund and other property owned by the Acquired Fund at
the Effective Time.
(b) The Acquired Fund shall direct First Union National Bank,
as custodian for the Acquired Fund (the "Custodian"), to deliver, at
or prior to the Effective Time, a certificate of an authorized
officer stating that: (i) assets have been delivered in proper form to
the Acquiring Fund within two business days prior to or at the
Effective Time, and (ii) all necessary taxes in connection with the
delivery of the assets, including all applicable federal and state
stock transfer stamps, if any, have been paid or provision for
payment has been made. The Acquired Fund's portfolio securities
represented by a certificate or other written instrument shall be
presented for examination by the Custodian to the custodian for the
Acquiring Fund no later than five business days preceding the
Effective Time, and shall be transferred and delivered by the Acquired
Fund prior to or as of the Effective Time for the account of the
Acquiring Fund duly endorsed in proper form for transfer in such
condition as to constitute good delivery thereof. The Custodian shall
deliver prior to or as of the Effective Time by book entry, in
accordance with the customary practices of any securities depository,
as defined in Rule 17f-4 under the 1940 Act, in which the Acquired
Fund's assets are deposited and the Custodian, the Acquired Fund's
assets deposited with such depositories. The cash to be transferred by
the Acquired Fund shall be delivered by wire transfer of federal
funds prior to or as of the Effective Time.
(c) The Acquired Fund shall direct Forum Financial Systems,
Inc. (the "Transfer Agent"), on behalf of the Acquired Fund, to deliver
prior to or as of the Effective Time a certificate of an authorized
officer stating that its records contain the names and addresses of the
Acquired Fund Shareholders and the number and percentage ownership of
outstanding Institutional Class shares owned by each shareholder
immediately prior to the Effective Time. The Acquiring Fund shall issue
and deliver a confirmation evidencing the Acquiring Fund Shares to be
credited at the Effective Time to the Secretary of the Acquired Fund,
or provide evidence satisfactory to the Acquired Fund that such
Acquiring Fund Shares have been credited to the Acquired Fund's account
on the books of the Acquiring Fund. No later than the Effective Time
each party shall deliver to the other such bills of sale, checks,
assignments, share certificates, if any, receipts or other documents as
such other party or its counsel may reasonably request.
3. CALCULATIONS.
(a) The number of Acquiring Fund Shares issued to the Acquired
Fund pursuant to Section 1 hereof will be the number of issued and
outstanding Acquired Fund Shares at the Valuation Time.
(b) The net asset value of the Acquiring Fund Shares shall be
the net asset value of the Acquired Fund's shares at the Valuation
Time. The net asset value of Acquired Fund Shares shall be computed at
the Valuation Time in the manner set forth in the Acquired Fund's then
current prospectus under the Securities Act of 1933 (the "1933 Act").
4. VALUATION OF ASSETS. The value of the assets of the Acquired
Fund shall be the value of such assets computed as of the time at which the
Acquired Fund's net asset value is calculated at the Valuation Time (as
hereinafter defined). The net asset value of the assets of the Acquired Fund to
be transferred to the Acquiring Fund shall be computed by AIC Trust (and shall
be subject to adjustment by the amount, if any, agreed to by AIC Trust and the
Acquired Fund and ING Equity Trust and the Acquiring Fund). In determining the
value of the securities transferred by the Acquired Fund to the Acquiring Fund,
each security shall be priced in accordance with the pricing policies and
procedures of the Acquired Fund as described in its then current prospectus and
statement of additional information. For such purposes, price quotations and the
security characteristics relating to establishing such quotations shall be
determined by AIC Trust, provided that such determination shall be subject to
the approval of ING Equity Trust. AIC Trust and ING Equity Trust agree to use
all commercially reasonable efforts to resolve, prior to the Valuation Time, any
material pricing differences between the prices of portfolio securities
determined in accordance with the pricing policies and procedures of the
Acquiring Fund and those determined in accordance with the pricing policies and
procedures of the Acquired Fund.
5. VALUATION TIME. The valuation time shall be 4:00 p.m., Eastern
Time, on November 1, 2002, or such earlier or later date and time as may be
mutually agreed in writing by an authorized officer of each of the parties (the
"Valuation Time"). Notwithstanding anything
25
herein to the contrary, in the event that at the Valuation Time, (a) the New
York Stock Exchange shall be closed to trading or trading thereon shall be
restricted or (b) trading or the reporting of trading on such exchange or
elsewhere shall be disrupted so that, in the judgment of ING Equity Trust or AIC
Trust, accurate appraisal of the value of the net assets of the Acquiring Fund
or the Acquired Fund is impracticable, the Valuation Time shall be postponed
until the first business day after the day when trading shall have been fully
resumed without restriction or disruption, reporting shall have been restored
and accurate appraisal of the value of the net assets of the Acquiring Fund is
practicable.
6. LIQUIDATION OF THE ACQUIRED FUND AND CANCELLATION OF SHARES. At the
Effective Time, the Acquired Fund will liquidate and the Acquiring Fund Shares
(both full and fractional) received by the Acquired Fund will be distributed to
the shareholders of record of the Acquired Fund as of the Effective Time in
exchange for the Acquired Fund Shares and in complete liquidation of the
Acquired Fund. Each shareholder of the Acquired Fund will receive a number of
Acquiring Fund Shares equal in number and value to the Acquired Fund Shares held
by that shareholder, and each Acquiring Fund Share and each Acquired Fund Share
will be of equivalent net asset value per share. Such liquidation and
distribution will be accompanied by the establishment of an open account on the
share records of the Acquiring Fund in the name of each shareholder of the
Acquired Fund that represents the respective number of Acquiring Fund Shares due
such shareholder. All of the issued and outstanding shares of the Acquired Fund
shall be cancelled on the books of AIC Trust at the Effective Time and shall
thereafter represent only the right to receive Acquiring Fund Shares. The
Acquired Fund's transfer books shall be closed permanently. AIC Trust also shall
take any and all other steps as shall be necessary and proper to effect a
complete termination of the Acquired Fund.
7. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The
Acquiring Fund represents and warrants to the Acquired Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. ING Equity Trust is a
business trust duly organized and validly existing under the laws of
the Commonwealth of Massachusetts and has the power to carry on its
business as it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. ING Equity
Trust is registered under the 1940 Act as an open-end management
investment company; such registration has not been revoked or rescinded
and is in full force and effect.
(c) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring
Fund Shares to be issued by the Acquiring Fund in connection with the
Reorganization have been duly authorized and upon consummation of the
Reorganization will be validly issued, fully paid and non-assessable by
the Trust. Prior to the Effective Time, there shall be no issued and
outstanding Acquiring Fund Shares or any other securities issued by
the Acquiring Fund.
(d) AUTHORITY RELATIVE TO THIS AGREEMENT. ING Equity Trust, on
behalf of the Acquiring Fund, has the power to enter into this
Agreement and to carry out its obligations hereunder. The execution,
delivery and performance of this Agreement, and the consummation of the
transactions contemplated hereby, have been duly authorized by ING
Equity Trust's Board of Trustees, and no other proceedings by the
Acquiring Fund
26
are necessary to authorize ING Equity Trust's officers to effectuate
this Agreement and the transactions contemplated hereby. The Acquiring
Fund is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation,
or subject to any order or decree, which would be violated by its
executing and carrying out this Agreement.
(e) LIABILITIES. There are no liabilities of the Acquiring
Fund, whether or not determined or determinable, other than liabilities
incurred in the ordinary course of business subsequent to the Effective
Time or otherwise disclosed to the Acquired Fund, none of which has
been materially adverse to the business, assets or results of
operations of the Acquiring Fund. ING Equity Trust's Registration
Statement, which is on file with the Securities and Exchange Commission
(the "SEC"), does not contain an untrue statement of material fact or
omit a material fact that is required to be stated therein or that is
necessary to make the statements therein not misleading.
(f) LITIGATION. Except as disclosed to the Acquired Fund,
there are no claims, actions, suits or proceedings pending or, to the
actual knowledge of the Acquiring Fund, threatened which would
materially adversely affect the Acquiring Fund or its assets or
business or which would prevent or hinder in any material respect
consummation of the transactions contemplated hereby.
(g) CONTRACTS. Except for contracts and agreements disclosed
to the Acquired Fund, under which no default exists, the Acquiring Fund
is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature
whatsoever with respect to the Acquiring Fund.
(h) TAXES. As of the Effective Time, all Federal and other tax
returns, information returns, and other tax-related reports of the
Acquiring Fund required by law to have been filed by such date
(including extensions) shall have been filed, and all other taxes shall
have been paid so far as due, or provision shall have been made for the
payment thereof, and to the best of the Acquiring Fund's knowledge, no
such return is currently under audit and no assessment has been
asserted with respect to any of such returns.
(i) SUBCHAPTER M. For each taxable year of its operation
(including the taxable year that includes the Effective Date), the
Acquiring Fund has met (or will meet) the requirements of Subchapter M
of the Code for qualification as a regulated investment company, has
been eligible to (or will be eligible to) and has computed (or will
compute) its federal income tax under Section 852 of the Code, and has
distributed all of its investment company taxable income and net
capital gain (as defined in the Code) for periods ending prior to the
Effective Date.
8. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND. The
Acquired Fund represents and warrants to the Acquiring Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. AIC Trust is a business
trust duly organized and validly existing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its
business as it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. AIC Trust is
registered under the 1940 Act as an open-end management investment
company; such registration has not been revoked or rescinded and is in
full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of
AIC Trust relating to the Acquired Fund for the fiscal year ended
October 31, 2001 and unaudited financial statements of AIC Trust
relating to the Acquired Fund for the semi-annual period ended April
30, 2001 (the "Acquired Fund's Financial Statements"), as delivered
27
to the Acquiring Fund, fairly present the financial position of
the Acquired Fund as of the dates thereof, and the results of its
operations and changes in its net assets for the periods indicated.
There are no known contingent liabilities of the Acquired Fund required
to be reflected on a balance sheet (including notes thereto) in
accordance with generally accepted accounting principles as of such
date not disclosed therein.
(d) MARKETABLE TITLE TO ASSETS. The Acquired Fund will have,
at the Effective Time, good and marketable title to, and full right,
power and authority to sell, assign, transfer and deliver, the assets
to be transferred to the Acquiring Fund. Upon delivery and payment for
such assets, the Acquiring Fund will have good and marketable title to
such assets without restriction on the transfer thereof free and clear
of all liens, encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. AIC Trust, on behalf
of the Acquired Fund, has the power to enter into this Agreement and to
carry out its obligations hereunder. The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly authorized by AIC Trust's Board of
Trustees, and, except for approval by the shareholders of the Acquired
Fund, no other proceedings by that Acquired Fund are necessary to
authorize AIC Trust's officers to effectuate this Agreement and the
transactions contemplated hereby. The Acquired Fund is not a party to
or obligated under any charter, by-law, indenture or contract provision
or any other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out this
Agreement.
(f) LIABILITIES. There are no liabilities of the Acquired
Fund, whether or not determined or determinable, other than liabilities
disclosed or provided for in the Acquired Fund's Financial Statements
and liabilities incurred in the ordinary course of business prior to
the Effective Time, or otherwise disclosed to the Acquiring Fund, none
of which has been materially adverse to the business, assets or results
of operations of the Acquired Fund. AIC Trust's Registration Statement,
which is on file with the SEC, does not contain an untrue statement of
a material fact or omit a material fact that is required to be stated
therein or that is necessary to make the statements therein not
misleading.
(g) LITIGATION. Except as disclosed to the Acquiring Fund,
there are no claims, actions, suits or proceedings pending or, to the
knowledge of the Acquired Fund, threatened which would materially
adversely affect the Acquired Fund or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed
to the Acquiring Fund, under which no default exists, the Acquired
Fund, at the Effective Time, is not a party to or subject to any
material contract, debt instrument, plan, lease, franchise, license or
permit of any kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax
returns and reports of the Acquired Fund required by law to have been
filed shall have been filed, and all other taxes shall have been paid
so far as due, or provision shall have been made for the payment
thereof, and to the best of the Acquired Fund's knowledge, no such
return is currently under audit and no assessment has been asserted
with respect to any of such returns.
28
(j) SUBCHAPTER M. For each taxable year of its operation
(including the taxable year ending on the Effective Date), the
Acquired Fund has met (or will meet) the requirements of Subchapter M
of the Code for qualification as a regulated investment company, has
been (or will be) eligible to and has computed (or will compute) its
federal income tax under Section 852 of the Code, and will have
distributed all of its investment company taxable income and net
capital gain (as defined in the Code) that has accrued through the
Effective Date, and before the Effective Date will have declared
dividends sufficient to distribute all of its investment company
taxable income and net capital gain for the period ending on the
Effective Date.
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
(a) All representations and warranties of the Acquired Fund
contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Effective
Time, with the same force and effect as if made on and as of the
Effective Time. At the Effective Time, ING Equity Trust shall have
received a certificate from the President or Vice President of AIC
Trust, dated as of such date, certifying on behalf of AIC Trust that as
of such date that the conditions set forth in this clause (a) have been
met.
(b) The Acquiring Fund shall have received an opinion of
counsel on behalf of the Acquired Fund, dated as of the Effective Time,
addressed and in form and substance satisfactory to counsel for the
Acquiring Fund, to the effect that (i) AIC Trust is duly organized
under the laws of the Commonwealth of Massachusetts and the Acquired
Fund is a validly existing series of AIC Trust; (ii) AIC Trust is an
open-end management investment company registered under the 1940 Act;
(iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by
all requisite corporate action on behalf of AIC Trust and this
Agreement has been duly executed and delivered by AIC Trust on behalf
of the Acquired Fund and is a valid and binding obligation of AIC Trust
on behalf of the Acquired Fund, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions
regarding enforcement of creditors' rights generally and such counsel
shall express no opinion with respect to the application of equitable
principles on any proceeding, whether at law or in equity, as to the
enforceability of any provision of this Agreement relating to remedies
after default, as to availability of any specific or equitable relief
of any kind, with respect to the provisions of this Agreement intended
to limit liability for a particular matter to a particular Acquired
Fund and its assets, including but not limited to Section 21 of this
Agreement or with respect to the provisions of this Agreement relating
to indemnification; and (iv) to the best of counsel's knowledge, no
consent, approval, order or other authorization of any Federal or state
court or administrative or regulatory agency is required for AIC Trust
to enter into this Agreement on behalf of the Acquired Fund or carry
out its terms that has not been obtained other than where the failure
to obtain any such consent, approval, order or authorization would not
have a material adverse effect on the operations of the Acquired Fund.
(c) The Acquired Fund shall have delivered to the Acquiring
Fund at the Effective Time the Acquired Fund's Statement of Assets and
Liabilities, prepared in accordance with generally accepted accounting
principles consistently applied, together with a certificate of the
Treasurer or Assistant Treasurer of AIC Trust as to the aggregate asset
value of the Acquired Fund's portfolio securities.
(d) At the Effective Time, AIC Trust shall have performed and
complied in all
29
material respects with each of its agreements and covenants required by
this Agreement to be performed or complied with by AIC Trust prior to
or at the Effective Time and ING Equity Trust shall have received a
certificate from the President or Vice President of AIC Trust, dated as
of such date, certifying on behalf of AIC Trust that the conditions set
forth in this clause (d) have been, continue to be, satisfied.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
(a) All representations and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Effective
Time, with the same force and effect as if made on and as of the
Effective Time. At the Effective Time, AIC Trust shall have received a
certificate from the President or Vice President of ING Equity Trust,
dated as of such date, certifying on behalf of ING Equity Trust that as
of such date that the conditions set forth in this clause (a) have been
met.
(b) The Acquired Fund shall have received an opinion of
counsel on behalf of the Acquiring Fund, dated as of the Effective
Time, addressed and in form and substance satisfactory to counsel for
the Acquired Fund, to the effect that: (i)ING Equity Trust is duly
organized under the laws of the Commonwealth of Massachusetts and the
Acquiring Fund is a validly existing series of ING Equity Trust (ii)
ING Equity Trust is an open-end management investment company
registered under the 1940 Act; (iii) this Agreement and the
Reorganization provided for herein and the execution of this Agreement
have been duly authorized and approved by all requisite corporate
action of ING Equity Trust, on behalf of the Acquiring Fund and this
Agreement has been duly executed and delivered by ING Equity Trust, on
behalf of the Acquiring Fund and is a valid and binding obligation of
ING Equity Trust, on behalf of the Acquiring Fund, subject to
applicable bankruptcy, insolvency, fraudulent conveyance and similar
laws or court decisions regarding enforcement of creditors' rights
generally and such counsel shall express no opinion with respect to the
application of equitable principles on any proceeding, whether at law
or in equity, as to the enforceability of any provision of this
Agreement relating to remedies after default, as to availability of any
specific or equitable relief of any kind, with respect to the
provisions of this Agreement intended to limit liability for a
particular matter to a particular Acquiring Fund and its assets,
including but not limited to Section 21 of this Agreement or with
respect to the provisions of this Agreement relating to
indemnification; (iv) to the best of counsel's knowledge, no consent,
approval, order or other authorization of any Federal or state court or
administrative or regulatory agency is required for ING Equity Trust to
enter into this Agreement on behalf of the Acquiring Fund or carry out
its terms that has not already been obtained, other than where the
failure to obtain any such consent, approval, order or authorization
would not have a material adverse effect on the operations of the
Acquiring Fund; and (v) the Acquiring Fund Shares to be issued in the
Reorganization have been duly authorized and upon issuance thereof in
accordance with this Agreement will be validly issued, fully paid and
non-assessable by the Trust.
(c) At the Effective Time, ING Equity Trust shall have
performed and complied in all material respects with each of its
agreements and covenants required by this Agreement to be performed or
complied with by ING Equity Trust prior to or at the Effective Time and
AIC Trust shall have received a certificate from the President or Vice
President of ING Equity Trust, dated as of such date, certifying on
behalf of ING Equity Trust that the conditions set forth in this clause
(c) have been, and continue to be, satisfied.
(d) The Acquired Fund shall have declared and paid a
distribution or distributions prior to the Closing that, together
with all previous distributions, shall have the effect of distributing
to its shareholders: (i) all of its investment company taxable
income and all of its net realized capital gains, if any, for the
period). from the close of its last fiscal year to 4:00 p.m. Eastern
Time on the Closing; and (ii) any undistributed investment company
taxable income and net realized capital gains from any period to the
extent not otherwise already distributed.
30
11. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED
FUND AND THE ACQUIRING FUND. The obligations of the Acquired Fund and the
Acquiring Fund to effectuate this Agreement shall be subject to the
satisfaction of each of the following conditions:
(a) With respect to the Acquired Fund, AIC Trust will call a
meeting of shareholders to consider and act upon this Agreement and to
take all other actions reasonably necessary to obtain the approval by
shareholders of the Acquired Fund of this Agreement and the
transactions contemplated herein, including the Reorganization and the
termination of the Acquired Fund if the Reorganization is consummated.
AIC Trust has prepared or will prepare a notice of meeting, form of
proxy, and proxy statement (collectively, the "Proxy Materials") to be
used in connection with such meeting; provided that the Acquiring Fund
has furnished or will furnish information relating to it as is
reasonably necessary for the preparation of the Proxy Materials.
(b) The Registration Statement on Form N-14 of the Acquiring
Fund shall be effective under the 1933 Act and, to the best knowledge
of the Acquiring Fund, no investigation or proceeding for that purpose
shall have been instituted or be pending, threatened or contemplated
under the 1933 Act.
(c) The shares of the Acquiring Fund shall have been duly
qualified for offering to the public in all states of the United
States, the Commonwealth of Puerto Rico and the District of Columbia
(except where such qualifications are not required) so as to permit the
transfer contemplated by this Agreement to be consummated.
(d) The Acquired Fund and the Acquiring Fund shall have
received on or before the Effective Time an opinion of counsel
satisfactory to the Acquired Fund and the Acquiring Fund, based on
customary officers' certificates provided by each, substantially to the
effect that for Federal income tax purposes:
(1) No gain or loss will be recognized by the
Acquired Fund upon the transfer of its assets in exchange
solely for Acquiring Fund Shares and the assumption by the
Acquiring Fund of the Acquired Fund's stated liabilities;
(2) No gain or loss will be recognized by the
Acquiring Fund on its receipt of Acquired Fund assets in
exchange for Acquiring Fund Shares and the assumption by the
Acquiring Fund of the Acquired Fund's liabilities;
(3) The basis of the Acquired Fund's assets in the
Acquiring Fund's hands will be the same as the basis of those
assets in the Acquired Fund's hands immediately before the
Effective Time;
(4) The Acquiring Fund's holding period for the
assets received by the Acquired Fund will include the holding
period of those assets in the Acquired Fund's hands
immediately before the Effective Time;
(5) No gain or loss will be recognized by the
Acquired Fund on the
31
distribution of Acquiring Fund Shares to the Acquired Fund's
shareholders in exchange for their Acquired Fund Shares;
(6) No gain or loss will be recognized by any
Acquired Fund shareholder as a result of the Acquired Fund's
distribution of Acquiring Fund Shares to such shareholder in
exchange for such shareholder's Acquired Fund Shares;
(7) The basis of the Acquiring Fund Shares received
by each Acquired Fund shareholder will be the same as the
adjusted basis of that Acquired Fund shareholder's Acquired
Fund Shares surrendered in exchange therefor; and
(8) The holding period of the Acquiring Fund Shares
received by each Acquired Fund shareholder will include such
shareholder's holding period for the Acquired Fund Shares
surrendered in exchange therefor, provided that said Acquired
Fund Shares were held as capital assets as of the Effective
Time.
(e) This Agreement and the Reorganization contemplated hereby
shall have been approved by at least a majority of the outstanding
shares of the Acquired Fund entitled to vote on the matter.
(f) The Board of Trustees of ING Equity Trust shall have
approved this Agreement and authorized the issuance by the Acquiring
Fund of Acquiring Fund Shares at the Effective Time in exchange for the
assets of the Acquired Fund pursuant to the terms and provisions of
this Agreement.
12. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the
Acquired Fund's assets for the Acquiring Fund Shares shall be effective as of
opening of business on November 4, 2002, or at such other time and date as fixed
by the mutual consent of the parties (the "Effective Time").
13. TERMINATION. This Agreement and the transactions contemplated
hereby may be terminated and abandoned without penalty by resolution of the
Board of Trustees of AIC Trust and/or by resolution of the Board of Trustees of
ING Equity Trust, at any time prior to the Effective Time, if circumstances
should develop that, in the opinion of both or either Board, make proceeding
with the Agreement inadvisable.
14. AMENDMENT. This Agreement may be amended, modified or
supplemented in such manner as may be mutually agreed upon in writing by the
parties; provided, however, no such amendment may have the effect of changing
the provisions for determining the number or value of Acquiring Fund Shares to
be paid to the Acquired Fund's shareholders under this Agreement to the
detriment of such Acquired Fund's shareholders.
15. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of Massachusetts.
16. NOTICES. Any notice, report, statement or demand required
or permitted by any provision of this Agreement shall be in writing and shall be
given by prepaid telegraph, telecopy,
32
certified mail or overnight express courier addressed as follows:
if to the Acquiring Fund: if to the Acquired Fund:
Kimberly Anderson William E. Zitelli, Esq.
ING Equity Trust SEI Investments Company
7337 E. Doubletree Ranch Road One Freedom Valley Drive
Scottsdale, AZ 85258 Oaks, PA 19456
with a copy to: with a copy to:
Jeffrey S. Puretz, Esq. John M. Ford, Esq.
Dechert Morgan, Lewis & Bockius LLP
1775 Eye Street, NW 1111 Pennsylvania Avenue, NW
Washington, DC 20006 Washington, DC 20004
17. FEES AND EXPENSES.
(a) Each of the Acquiring Fund and the Acquired Fund
represents and warrants to the other that there are no brokers or
finders entitled to receive any payments in connection with the
transactions provided for herein.
(b) Except as otherwise provided for herein, all expenses of
the reorganization contemplated by this Agreement will be borne by ING
Investments, LLC, on behalf of the Acquired Fund. Such expenses
include, without limitation, (i) expenses incurred in connection with
the entering into and the carrying out of the provisions of this
Agreement; (ii) expenses associated with the preparation and filing of
the Proxy Materials under the 1934 Act; (iii) registration or
qualification fees and expenses of preparing and filing such forms as
are necessary under applicable state securities laws to qualify the
Acquiring Fund Shares to be issued in connection herewith in each state
in which the Acquired Fund's shareholders are resident as of the date
of the mailing of the Proxy Materials to such shareholders; (iv)
postage; (v) printing; (iv) accounting fees; (vii) legal fees; and
(viii) solicitation costs related to obtaining shareholder approval of
the transactions contemplated by this Agreement. Notwithstanding the
foregoing, the Acquiring Fund shall pay its own Federal and state
registration fees.
18. INDEMNIFICATION.
(a) ING Equity Trust, out of the assets of the Acquiring Fund,
shall indemnify, defend and hold harmless the Acquired Fund, AIC Trust,
its Board of Trustees, officers, employees and agents (collectively
"Acquired Fund Indemnified Parties") against all losses, claims,
demands, liabilities and expenses, including reasonable legal and other
expenses incurred in defending third-party claims, actions, suits or
proceedings, whether or not resulting in any liability to such Acquired
Fund Indemnified Parties, including amounts paid by any one or more of
the Acquired Fund Indemnified Parties in a compromise or settlement of
33
any such claim, action, suit or proceeding, or threatened third-party
claim, suit, action or proceeding made with the consent of ING Equity
Trust, on behalf of the Acquiring Fund, arising from any untrue
statement or alleged untrue statement of a material fact contained in
the Proxy Materials, as filed and in effect with the SEC, or any
application prepared by ING Equity Trust, on behalf of the Acquiring
Fund with any state regulatory agency in connection with the
transactions contemplated by this Agreement under the securities laws
thereof ("Application"); or which arises out of or is based upon any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided, however, that ING Equity Trust and the Acquiring
Fund shall only be liable in such case to the extent that any such
loss, claim, demand, liability or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or
alleged omission about ING Equity Trust and/or the Acquiring Fund or
the transactions contemplated by this Agreement made in the Proxy
Materials or any Application.
(b) AIC Trust, on behalf of the Acquired Fund, shall
indemnify, defend, and hold harmless the Acquiring Fund, ING Equity
Trust, its Board of Trustees, officers, employees and agents
("Acquiring Fund Indemnified Parties") against all losses, claims,
demands, liabilities, and expenses, including reasonable legal and
other expenses incurred in defending third-party claims, actions, suits
or proceedings, whether or not resulting in any liability to such
Acquiring Fund Indemnified Parties, including amounts paid by any one
or more of the Acquiring Fund Indemnified Parties in a compromise or
settlement of any such claim, suit, action or proceeding, or threatened
third-party claim, suit, action or proceeding made with the consent of
AIC Trust, on behalf of the Acquired Fund (if the Acquired Fund still
exists), arising from any untrue statement or alleged untrue statement
of a material fact contained in the Proxy Materials, as filed and in
effect with the SEC or any Application; or which arises out of or is
based upon any omission or alleged omission to state therein a material
fact required to be stated therein and necessary to make the statements
therein not misleading; provided, however, that AIC Trust and the
Acquired Fund shall only be liable in such case to the extent that any
such loss, claim, demand, liability or expense arises out of or is
based upon an untrue statement or alleged untrue statement or omission
or alleged omission about AIC Trust and/or the Acquired Fund or about
the transactions contemplated by this Agreement made in the Proxy
Materials or any Application.
(c) ING Equity Trust, out of the Acquiring Fund's assets,
shall indemnify, defend, and hold harmless each of the Acquiring
Fund's Indemnified Parties from and against any and all losses, claims,
damage, liabilities, or expenses including, without limitation, the
payment of reasonable legal fees and other expenses incurred in
defending third-party claims, actions, suits or proceedings, whether
or not resulting in any liability to such Acquiring Fund Indemnified
Parties, including amounts paid by any one or more of the Acquiring
Fund Indemnified Parties in a compromise or settlement of any such
claim, action, suit or proceeding, or threatened third party claim,
suit, action or proceeding, insofar as any such loss, claim, damage,
liability, or expense (or actions with respect thereto) arises out of
any act, conduct or omission relating to the Acquired Fund prior to
the Effective Time.
(d) ING Equity Trust, out of the Acquiring Fund's assets,
shall indemnify, defend, and hold harmless each of the Acquired Fund's
Indemnified Parties from and against any and all losses, claims,
damage, liabilities, or expenses including without limitation, the
payment of reasonable legal fees and other expenses incurred in
defending third-party claims, actions, suits or proceedings, whether or
not resulting in any liability to such Acquired Fund Indemnified
Parties, including amounts paid by any one or more of the Acquired Fund
Indemnified Parties in a compromise or settlement of any such claim,
action, suit or proceeding, or threatened third party claim, suit,
action or proceeding, insofar as any such loss, claim, damage,
liability, or expense (or actions with respect thereto) arises out of
any act, conduct or omission relating to the Acquiring Fund subsequent
to the Effective Time.
(e) A party seeking indemnification hereunder is hereinafter
called the "indemnified party" and the party from whom the indemnified
party is seeking indemnification hereunder is hereinafter called the
"indemnifying party." Each indemnified party shall notify the
indemnifying party in writing within ten (10) days of the receipt by
one or more of the indemnified parties of any notice of legal process
of any suit brought against or claim made against such indemnified
party as to any matters covered by this Section 18, but the failure to
notify the indemnifying party shall not relieve the indemnifying party
from any liability which it may have to any indemnified party otherwise
than under this Section 18. The indemnifying party shall be entitled to
participate at its own expense in the defense of any claim, action,
suit, or proceeding covered by this Section 18, or, if it so elects, to
assume at its own expense the defense thereof with counsel satisfactory
to the indemnified parties; provided, however, if the defendants in any
such action include both the indemnifying party and any indemnified
34
party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it which are different from or
additional to those available to the indemnifying party, the
indemnified party shall have the right to select separate counsel to
assume such legal defense and to otherwise participate in the defense
of such action on behalf of such indemnified party.
(f) Upon receipt of notice from the indemnifying party to the
indemnified parties of the election by the indemnifying party to assume
the defense of such action, the indemnifying party shall not be liable
to such indemnified parties under this Section 18 for any legal or
other expenses subsequently incurred by such indemnified parties in
connection with the defense thereof unless (i) the indemnified parties
shall have employed such counsel in connection with the assumption of
legal defenses in accordance with the provision of the immediately
preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate
counsel); (ii) the indemnifying party does not employ counsel
reasonably satisfactory to the indemnified parties to represent the
indemnified parties within a reasonable time after notice of
commencement of the action; or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified parties at its
expense.
(g) This Section 18 shall survive the termination of this
Agreement and for a period of five years following the Effective Date.
19. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and section headings contained in this
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
(b) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns, but no assignment or transfer hereof or of any rights or
obligations hereunder shall be made by any party without the written
consent of the other party. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give any person, firm
or corporation other than the parties hereto and their respective
successors and assigns any rights or remedies under or by reason of
this Agreement.
20. ENTIRE AGREEMENT. Each of the Acquiring Fund and the Acquired
Fund agree that neither party has made any representation, warranty or covenant
not set forth herein and that this Agreement constitutes the entire agreement
between the parties. The representations, warranties and covenants contained
herein or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
21. FURTHER ASSURANCES. Each of the Acquiring Fund and the
Acquired Fund shall take such further action as may be necessary or desirable
and proper to consummate the
35
transactions contemplated hereby.
22. BINDING NATURE OF AGREEMENT. As provided in AIC Trust's
Declaration of Trust on file with the Secretary of the Commonwealth of
Massachusetts, this Agreement was executed by the undersigned officers and
trustees of AIC Trust, on behalf of the Acquired Fund, as officers and trustees
and not individually, and the obligations of this Agreement are not binding upon
the undersigned officers and trustees individually, but are binding only upon
the assets and property of AIC Trust. Moreover, no series of AIC Trust shall be
liable for the obligations of any other series of AIC Trust. This Agreement was
executed by the undersigned officers and trustees of ING Equity Trust, on behalf
of the Acquiring Fund, as officers and trustees and not individually, and the
obligations of this Agreement are not binding upon the undersigned officers and
trustees individually, but are binding only upon the assets and property of ING
Equity Trust. Moreover, no series of ING Equity Trust shall be liable for the
obligations of any other series of ING Equity Trust.
ING EQUITY TRUST, on behalf of its series, the ING Real Estate Fund
By:_____________________
Title:____________________
THE ADVISORS' INNER CIRCLE FUND, on behalf of its series, the CRA
Realty Shares Portfolio
By:_____________________
Title:____________________
36
STATEMENT OF ADDITIONAL INFORMATION
__, 2002
Acquisition of the Assets of
CRA REALTY SHARES PORTFOLIO
portfolio of
THE ADVISORS' INNER CIRCLE FUND
One Freedom Valley Drive
Oaks, PA 19456
Telephone Number: 1-800-932-7781
By and in Exchange for Class I Shares of
ING REAL ESTATE FUND
portfolio of
ING EQUITY TRUST
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
Telephone Number: 1-800-992-0180
This Statement of Additional Information dated __, 2002 is not a
prospectus. A Prospectus/Proxy Statement dated __, 2002 related to the
above-referenced matter may be obtained from ING Equity Trust, 7337 E.
Doubletree Ranch Road, Scottsdale, AZ 85258. This Statement of Additional
Information should be read in conjunction with such Prospectus/Proxy Statement.
1
TABLE OF CONTENTS
1. Statement of Additional Information of ING Equity Trust, dated __, 2002.
2. Statement of Additional Information of CRA Realty Shares portfolio, a
portfolio of THE ADVISORS' INNER CIRCLE FUND, dated March 1, 2002.
3. Annual report of CRA Realty Shares portfolio, a portfolio of THE
ADVISORS' INNER CIRCLE FUND, dated October 31, 2001.
4. Unaudited Semi-Annual Report for CRA Realty Shares portfolio, a portfolio
of THE ADVISORS'INNER CIRCLE FUND, dated April 30, 2002.
2
The Statement of Additional Information of ING Equity Trust ("ING
Equity Trust") dated __, 2002, is incorporated herein by reference to ING Equity
Trust's Statement of Additional Information included in its Registration
Statement on Form N-1A filed pursuant to Rule 485(a) (File Nos. 333-59745 and
811-08895) which was filed with the Securities and Exchange Commission on or
about __, 2002. A copy may be obtained, upon request and without charge, from
the Trust at 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258, telephone
number: 1-800-992-0180.
The Statement of Additional Information of the CRA Realty Shares
Portfolio ("Acquired Fund"), The Advisors' Inner Circle Fund (the "AIC Trust"),
dated March 1, 2002, is incorporated herein by reference to Post-Effective
Amendment No. 49 to the AIC Trust's Registration Statement on Form N-1A (File
Nos. 33-42484 and 811-06400) which was filed with the Securities and Exchange
Commission on or about February 28, 2002. A copy may be obtained, upon request
and without charge, from AIC Trust at One Freedom Valley Drive, Oaks, PA 19456;
telephone number: 1-888-712-1103.
Financial Statements of ING Real Estate Fund ("Successor Fund"), a
portfolio of ING Equity Trust, are not included herein because the Successor
Fund has not yet commenced operations.
The audited financial statements of the Acquired Fund, dated
October 31, 2001, are incorporated herein by reference to the Acquired Fund's
Annual Report to Shareholders, dated October 31, 2001, which was filed with the
Securities and Exchange Commission on or about December 21, 2001. A copy may be
obtained, upon request and without charge, from the AIC Trust at One Freedom
Valley Drive, Oaks, PA 19456; telephone number: 1-888-712-1103.
Pro forma financial information is not required because the
Successor Fund has not conducted any business other than matters incident to its
organization and will not commence operations until completion of the
Reorganization.
CRA REALTY SHARES PORTFOLIO
a portfolio of
THE ADVISORS' INNER CIRCLE FUND,
SPECIAL MEETING OF SHAREHOLDERS
October 30, 2002
CRA REALTY SHARES PORTFOLIO
a portfolio of
THE ADVISORS' INNER CIRCLE FUND,
CUSIP NOS. ____________________
The undersigned shareholder(s) of CRA Realty Shares ("Acquired Fund"), a
portfolio of THE ADVISORS' INNER CIRCLE FUND, ("AIC Trust") hereby appoint(s)
______, _______________, _______________, and _______________ or any of them
true and lawful proxies, with power of substitution of each, to vote all shares
of the Acquired Fund which the undersigned is entitled to vote, at the Special
Meeting of Shareholders to be held on October 30, 2002, 2:00 p.m. (Eastern time)
at the offices of AIC Trust's administrator, SEI Investments Mutual Funds
Services, One Freedom Valley Drive, Oaks, Pennsylvania (the "Special Meeting").
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The proxies named
will vote the shares represented by this proxy in accordance with the choice
made on this ballot. IF NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR
THAT MATTER.
Proposal 1: To approve or disapprove a proposed Agreement and
Plan of Reorganization and Liquidation (the
"Agreement") between AIC Trust, on behalf of the CRA
Realty Shares Portfolio ("Acquired Fund"), and ING
Equity Trust, on behalf of ING Real Estate Fund,
whereby ING Equity Trust would acquire all of the
assets of the Acquired Fund in exchange for ING Real
Estate Fund shares of ING Equity Trust, for such
shares to be distributed pro rata by AIC Trust to the
shareholders of the Acquired Fund in complete
liquidation and termination of the Acquired Fund.
Proposal 2: To transact such other business as may properly
come before the Special Meeting or any adjournments
thereof.
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE REQUIRED QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: X
KEEP THIS PORTION FOR YOUR RECORDS.
- -----------------------------------
DETACH AND RETURN THIS PORTION ONLY.
CRA REALTY SHARES PORTFOLIO
a portfolio of
THE ADVISORS' INNER CIRCLE FUND,
RECORD DATE SHARES: _________________
VOTE ON THE PROPOSAL
FOR AGAINST ABSTAIN
Please sign EXACTLY as your name(s) appear(s) above. When signing as attorney,
executor, administrator, guardian, trustee, custodian, etc., please give your
full title as such. If a corporation or partnership, please sign the full name
by an authorized officer or partner. If stock is owned jointly, all owners
should sign.
- -----------------------------------
- -----------------------------------
Signature(s) of Shareholder(s)
Date: ______________________________
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Section 4.3 of Registrant's Declaration of Trust provides the following:
(a) Subject to the exceptions and limitations contained in paragraph
(b) below:
(i) every person who is, or has been, a Trustee or Officer of the Trust
shall be indemnified by the Trust to the fullest extent permitted by law against
all liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been a Trustee
or Officer and against amounts paid or incurred by him in the settlement
thereof; and
(ii) the word "claim", "action", "suit" or "proceeding" shall apply to
all claims, actions or suits or proceedings (civil, criminal, administrative or
other including appeals), actual or threatened; and the words "liability" and
"expenses" shall include without limitation, attorneys fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or Officer:
(i) against any liability to the Trust, a Series thereof, or the
Shareholders by reason of a final adjudication by a court or other body before
which a proceeding was brought or that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office;
(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in reasonable belief that his action
was in the best interest of the Trust; or
(iii) in the event of a settlement or other disposition not involving a
final adjudication as provided in paragraph (b) (i) or (b) (ii) resulting in a
payment by a Trustee or officer, unless there has been a determination that such
Trustee or officer did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office:
(A) by the court or other body approving the settlement or
other disposition; or
(B) based upon the review of readily available facts (as
opposed to full trial-type inquiry) by (x) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter) or (y) written opinion
of independent legal counsel.
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and assigns of such
a person. Nothing contained herein shall affect any rights to indemnification to
which personnel of the Trust other than Trustees and officers may be entitled by
contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he is not entitled to indemnification under
this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust shall be insured
against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees act on the matter) or an
independent legal counsel in a written opinion shall determine, based upon a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the recipient ultimately will be found
entitled to indemnification.
As used in this Section 4.3, a "Disinterested Trustee" is one who is
not (i) an Interested Person of the Trust (including anyone who has been
exempted from being an Interested Person by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or proceeding.
Section 8 of Registrant's Administration Agreement provides for the
indemnification of Registrant's Administrator against all liabilities incurred
by it in performing its obligations under the agreement, except with respect to
matters involving its disabling conduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended ("1933 Act") may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in connection with the successful defense of any action
suit or proceeding) is asserted by such Trustee, officer or controlling person
in connection with the shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy, as expressed in the Act and be
governed by final adjudication of such issue.
ITEM 16. EXHIBITS
(1)(a) Declaration of Trust - previously filed as Exhibit (a) to the
Registrant's initial Form N-1A Registration Statement on June 15,
1998 and incorporated by reference to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001005477-98-001994.
(1)(b) Establishment and Designation of Additional Series and Classes of
Shares of Beneficial Interest, Par Value $0.01 per share, dated May
9, 2001 - previously filed as Exhibit (a)(2) to the Registrant's
Post-Effective Amendment No. 9 to the Registrant's Registration
Statement on Form N-1A on July 3, 2001 and incorporated by reference
via EDGAR Accession No. 0000950153-01-500736.
(1)(c) Certificate of Amendment of Declaration of Trust, dated June 15, 2001
- previously filed as Exhibit (a)(3) to Post-Effective Amendment No.
9 to the Registrant's Registration Statement on Form N-1A on July 3,
2001 and incorporated by reference via EDGAR Accession No.
0000950153-01-500736.
(1)(d) Establishment and Designation of Additional Series and Classes of
Shares of Beneficial Interest, Par Value $0.01 per share (ING
Biotechnology Fund) - previously filed as Exhibit (a)(4) to
Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A on August 30, 2001 and incorporated by
reference via EDGAR Accession No. 00009501047-01-501550.
(1)(e) Establishment and Designation of Additional Series and Classes of
Shares of Beneficial Interest, Par Value $0.01 per share (Pilgrim
Principal Protection Fund II) - previously filed as Exhibit (a)(5) to
Post-Effective Amendment No. 13 to the Registrant's Registration
Statement on Form N-1A on October 25, 2001 and incorporated by
reference via EDGAR Accession No. 0000950153-01-501195.
(1)(f) Establishment and Designation of Additional Series and Classes of
Beneficial Interest, Par Value $0.01 per share (ING MidCap Value Fund
and ING SmallCap Value Fund) - previously filed as Exhibit (a)(6) to
Post-Effective Amendment No. 16 to the Registrant's Registration
Statement on Form N-1A on November 13, 2001 and incorporated by
reference via EDGAR Accession No. 0000950153-01-501289.
(1)(g) Form of Certificate of Amendment to Declaration of Trust - previously
filed as Exhibit (a)(7) to Post-Effective Amendment No. 24 to the
Registrant's Registration Statement on Form N-1A on February 27, 2002
and incorporated by reference via EDGAR Accession
No. 0000950153-02-000359.
(1)(h) Establishment and Designation of Additional Series and Classes of
Shares of Beneficial Interest, Par Value $0.01 per share (ING
Principal Protection Fund III) previously filed as Exhibit (a)(7) to
Post-Effective Amendment No. 19 to the Registrant's Registration
Statement on Form N-1A on January 15, 2002 and incorporated by
reference via EDGAR Accession No. 0000950153-02-000030.
(1)(i) Establishment and Designation of Additional Series and Classes of
Shares of Beneficial Interest, Par Value $0.01 per share (ING
Principal Protection Fund IV) - previously filed as Exhibit (a)(8) to
Post-Effective Amendment No. 27 to the Registrant's Registration
Statement on Form N-1A on May 29, 2002 and incorporated by reference
via EDGAR Accession No. 0000950153-02-001036.
(1)(j) Establishment and Designation of Additional Series and Classes of
Shares of Beneficial Interest, Par Value $0.01 per share (ING
Principal Protection Fund V) - previously filed as Exhibit (a)(10) to
Post-Effective Amendment No. 29 to the Registrant's Registration
Statement on Form N-1A on July 16, 2002 and incorporated by reference
via EDGAR Accession No. 0000950153-02-001263.
(2)(a) Bylaws - previously filed as Exhibit (b) to the Registrant's initial
Form N-1A Registration Statement on June 15, 1998 and incorporated
by reference via EDGAR Accession No. 0001005477-98-001994.
(2)(b) Form of Amendment to Bylaws - previously filed as Exhibit (b)(2) to
Post-Effective Amendment No. 6 to the Registrant's Registration
Statement on Form N-1A on March 1, 2001 and incorporated by
reference via EDGAR Accession No. 0000950147-01-500433.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization is filed herewith.
(5) Not Applicable.
(6)(a) Form of Investment Management Agreement between Pilgrim Equity Trust
and Pilgrim Investments, Inc. - previously filed as Exhibit (d) to
Post-Effective Amendment No. 6 to the Registrant's Registration
Statement on Form N-1A on March 1, 2001 and incorporated by reference
via EDGAR Accession No. 0000950147-01-500433.
(6)(b) Investment Management Agreement between Pilgrim Equity Trust and ING
Pilgrim Investments LLC (Pilgrim Principal Protection Fund) -
previously filed as Exhibit (d)(1) to Post-Effective Amendment
No. 9 to the Registrant's Registration Statement on Form N-1A
on July 3, 2001 and incorporated by reference via EDGAR Accession
No. 0000950153-01-500736.
(6)(c) Form of Amended and Restated Schedule A to Investment Management
Agreement between ING Equity Trust (formerly Pilgrim Equity Trust)
and ING Pilgrim Investments, LLC (ING Biotechnology Fund) -
previously filed as Exhibit (d)(3) to Post-Effective Amendment No. 25
to the Registrant's Registration Statement on Form N-1A on March 1,
2002 and incorporated by reference via EDGAR Accession No.
0000950147-02-000362.
(6)(d) Form of Amended and Restated Schedule A to Investment Management
Agreement between Pilgrim Equity Trust and ING Pilgrim Investments,
LLC (ING MidCap Value Fund and ING SmallCap Value Fund) - previously
filed as Exhibit (d)(5) to Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A on November 13, 2001
and incorporated by reference via EDGAR Accession No.
0000950153-01-501289.
(6)(e) Form of Amended and Restated Schedule A to Investment Management
Agreement between ING Equity Trust and ING Pilgrim Investments, LLC
(ING Principal Protection Fund IV) - previously filed as Exhibit
(d)(12) to Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A on May 29, 2002 and incorporated
by reference via EDGAR Accession No. 0000950153-02-001036.
(6)(f) Form of Sub-Advisory Agreement between ING Pilgrim Investments, LLC
and Aeltus Investment Management, Inc. (Pilgrim Principal Protection
Fund) - previously filed as Exhibit (d)(2) to Post-Effective
Amendment No. 9 to the Registrant's Registration Statement on Form
N-1A on July 3, 2001 and incorporated by reference via EDGAR
Accession No. 0000950153-01-500736.
(6)(g) Form of Sub-Advisory Agreement between ING Pilgrim Investments, LLC
and AW Advisors, LLC (ING Biotechnology Fund) - previously filed as
Exhibit (d)(7) to Post-Effective Amendment No. 25 to the Registrant's
Registration Statement on Form N-1A on March 1, 2002 and incorporated
by reference via EDGAR Accession No. 0000950147-02-000362.
(6)(h) Form of Sub-Advisory Agreement between ING Pilgrim Investments, LLC
and Brandes Investment Partners, L.P. (ING MidCap Value Fund and ING
SmallCap Value Fund) - previously filed as Exhibit (d)(9) to
Post-Effective Amendment No. 22 to Registrant's Registration
Statement on Form N-1A on February 15, 2002 and incorporated by
reference via EDGAR Accession No. 0000950147-02-000280.
(6)(i) Form of Amended and Restated Schedule A to Sub-Adviser Agreement
between ING Investments, LLC and Aeltus Investment Management, Inc.
(ING Principal Protection Fund IV) - previously filed as Exhibit
(d)(13) to Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A on May 29, 2002 and incorporated
by reference via EDGAR Accession No. 0000950153-02-001036.
(6)(j) Form of Sub-Advisory Agreement between ING Investments, LLC and
Aeltus Investment Management, Inc. (ING Research Enhanced Index Fund)
- to be filed by amendment to Form N-1A.
(6)(k) Form of Sub-Advisory Agreement between ING Investments, LLC and
Clarion CRA Securities, L.P. (ING Realty Fund) - to be filed by
amendment to Form N-1A.
(6)(l) Form of Amended and Restated Schedule A to Investment Management
Agreement between ING Equity Trust and ING Investments, LLC - to be
filed by amendment to Form N-1A.
(6)(m) Form of Amended and Restated Schedule A to Sub-Adviser Agreement
between ING Investments, LLC and Aeltus Investment Management, Inc.
(ING Principal Protection Fund V) - to be filed by amendment to Form
N-1A.
(7)(a) Form of Second Amended and Restated Underwriting Agreement between
Pilgrim Equity Trust and ING Pilgrim Securities, Inc. - previously
filed as Exhibit (e)(4) to Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A on October 25,
2001 and incorporated by reference via EDGAR Accession
No. 0000950153-01-501195.
(7)(b) Form of Amended and Restated Schedule A to Second Amended and
Restated Underwriting Agreement between ING Equity Trust and ING
Funds Distributor, Inc. (formerly ING Pilgrim Securities, Inc.)
- previously filed as Exhibit (e)(6) to Post-Effective Amendment
No. 27 to the Registrant's Registration Statement on Form N-1A on
May 28, 2002 and incorporated by reference via EDGAR Accession
No. 0000950153-02-001036.
(7)(c) Form of Amended and Restated Schedule A to Second Amended and
Restated Underwriting Agreement between ING Equity Trust and ING
Funds Distributor, Inc. - to be filed by amendment.
(8) Not Applicable.
(9)(a) Form of Custodian Service and Monitoring Agreement between Pilgrim
Equity Trust, MBIA Insurance Corporation and State Street Bank and
Trust Company (Pilgrim Principal Protection Fund) - previously filed
as Exhibit (g)(2) to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A on July 3, 2001 and
incorporated by reference via EDGAR Accession No.
0000950153-01-500736.
(9)(b) Form of Amended and Restated Schedule A to the Custodian Service and
Monitoring Agreement between ING Equity Trust, MBIA Insurance
Corporation and State Street Bank and Trust Company (ING Principal
Protection Fund IV) - previously filed as Exhibit (g)(8) to
Post-Effective Amendment No. 27 to the Registrant's Registration
Statement on Form N-1A on May 29, 2002 and incorporated by reference
via EDGAR Accession No. 0000950153-02-001036
(9)(c) Form of Amended and Restated Schedule A to the Custodian Service and
Monitoring Agreement between ING Equity Trust, MBIA Insurance
Corporation and State Street Bank and Trust Company (ING Principal
Protection Fund V) - to be filed by amendment to Form N-1A.
(9)(d) Form of Custodian and Investment Accounting Agreement between Pilgrim
Equity Trust and State Street Bank and Trust Company - previously
filed as Exhibit (g)(7) to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A on February 27,
2002 and incorporated by reference via EDGAR Accession
No. 0000950153-02-000359.
(9)(e) Form of Amended Custodian and Investment Accounting Agreement between
Pilgrim Equity Trust and State Street Bank and Trust Company - to be
filed by amendment to Form N-1A.
(10)(a) Form of Third Amended and Restated 12b-1 Plan - previously filed as
Exhibit (m)(4) to Post-Effective Amendment No. 13 to the Registrant's
Registration Statement on Form N-1A on October 25, 2001 and
incorporated by reference via EDGAR Accession No.
0000950153-01-501195.
(10)(b) Form of Amended and Restated Schedules 1 and 2 to Third Amended and
Restated Distribution and Service Plan (12b-1 Plan) - previously
filed as Exhibit (m)(6) to Post-Effective Amendment No. 27 to the
Registrant's Registration Statement on Form N-1A on May 29, 2002 and
incorporated by reference via EDGAR Accession No.
0000950153-02-001036.
(10)(c) Form of Amended and Restated Schedules 1 and 2 to Third Amended and
Restated Distribution and Service Plan (12b-1 Plan) - to be filed by
amendment to Form N-1A.
(10)(d) Form of Amended and Restated Rule 18f-3 Plan - previously filed as
Exhibit (n)(3) to Post-Effective Amendment No. 13 to the Registrant's
Registration Statement on Form N-1A on October 25, 2001 and
incorporated by reference via EDGAR Accession No.
0000950153-01-501195.
(10)(e) Form of Amended and Restated Schedule A to Amended and Restated
Multiple Class Plan Pursuant to Rule 18f-3 Plan - previously filed as
Exhibit (n)(5) to Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A on May 29, 2002 and incorporated
by reference via EDGAR Accession No. 0000950153-02-001036.
(10)(f) Form of Amended and Restated Schedule A to Amended and Restated
Multiple Class Plan Pursuant to Rule 18f-3 Plan - to be filed by
amendment to Form N-1A.
(11) Opinion and Consent of Dechert that the shares will be validly
issued, fully paid and non-assessable - to be filed by amendment to
Form N-14.
(12) Form of Opinion and Consent of Morgan, Lewis & Bockius LLP supporting
the tax matters and consequences to shareholders discussed in the
prospectus - to be filed by amendment to Form N-14.
(13)(a) Form of Transfer Agency Agreement between ING Pilgrim Investments LLC
and DST Systems, Inc. (Principal Protection Fund) - previously filed
as Exhibit (h)(3) to Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A on July 3, 2001 and incorporated
by reference via EDGAR Accession No. 0000950153-01-500736.
(13)(b) Form of Amendment to Transfer Agency Agreement between ING Pilgrim
Investments, LLC and DST Systems, Inc. - previously filed as Exhibit
(h)(4) to Post-Effective Amendment No. 13 to the Registrant's
Registration Statement on Form N-1A on October 25, 2001 and
incorporated by reference via EDGAR Accession
No. 0000950153-01-501195.
(13)(c) Form of Amended Exhibit A to Transfer Agency Agreement between ING
Funds and DST Systems, Inc. - previously filed as Exhibit (h)(19) to
Post-Effective Amendment No. 27 to the Registrant's Registration
Statement on Form N-1A on May 29, 2002 and incorporated by
reference via EDGAR Accession No. 0000950153-02-001036.
(13)(d) Form of Third Amended and Restated Administrative Services Agreement
between Pilgrim Equity Trust and ING Pilgrim Group, LLC - previously
filed as Exhibit (h)(8) to Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A on October
25, 2001 and incorporated by reference via EDGAR Accession
No. 0000950153-01-501195.
(13)(e) Form of Amended Exhibit A to Transfer Agency Agreement between ING
Funds and DST Systems, Inc. - to be filed by amendment to Form N-1A.
(13)(f) Form of Amended and Restated Schedule A to Third Amended and Restated
Administrative Services Agreement between ING Equity Trust and ING
Funds Services, LLC (formerly ING Pilgrim Group, LLC) - previously
filed as Exhibit (h)(20) to Post-Effective Amendment No. 27
to the Registrant's Registration Statement on Form N-1A on
May 29, 2002 and incorporated by reference via
EDGAR Accession No. 0000950153-02-001036.
(13)(g) Form of Amended and Restated Schedule A to Third Amended and Restated
Administrative Services Agreement between ING Equity Trust and ING
Funds Services, LLC - to be filed by amendment to Form N-1A.
(13)(h) Form of Financial Guaranty Agreement between MBIA Insurance
Corporation, ING Pilgrim Investments, LLC, Aeltus Investment
Management, Inc. and Pilgrim Equity Trust - previously filed as
Exhibit (h)(5) to Post-Effective Amendment No. 9 to the Registrant's
Registration Statement on Form N-1A on July 3, 2001 and incorporated
by reference via EDGAR Accession No. 0000950153-01-500736 to
Form N-1A.
(13)(i) Form of Amended and Restated Schedule A to Amended and Restated
Expense Limitation Agreement between ING Investments, LLC (formerly
ING Pilgrim Investments, LLC), Aeltus Investment Management and ING
Equity Trust (ING Principal Protection Fund IV) - previously filed as
Exhibit (h)(21) to Post-Effective Amendment No. 27 to the
Registrant's Registration Statement on Form N-1A on May 29, 2002 and
incorporated by reference via EDGAR Accession No.
0000950153-02-001036.
(13)(j) Form of Expense Limitation Agreement among ING Pilgrim Investments,
LLC, AW Advisors, LLC and ING Equity Trust (ING Biotechnology Fund) -
previously filed as Exhibit (h)(10) to Post-Effective Amendment No.
25 to the Registrant's Registration Statement on Form N-1A on March
1, 2002 and incorporated by reference via EDGAR Accession No.
0000950147-02-000362.
(13)(k) Form of Amended and Restated Schedule A to Third Amended and Restated
Administrative Services Agreement between Pilgrim Equity Trust and
ING Pilgrim Group, LLC - previously filed as Exhibit (h)(16) to
Post-Effective Amendment No. 23 to Registrant's Registration
Statement on Form N-1A on February 22, 2002 and incorporated by
reference via EDGAR Accession No. 0000950153-02-000305.
(13)(l) Form of Expense Limitation Agreement between ING Pilgrim Investments,
LLC and Pilgrim Equity Trust (Pilgrim MidCap Opportunities Fund) -
previously filed as Exhibit (h)(18) to Post-Effective Amendment No.
24 to Registrant's Registration Statement on Form N-1A on February
27, 2002 and incorporated by reference via EDGAR Accession No.
0000950153-02-000359.
(13)(m) Form of Expense Limitation Agreement between ING Investments, LLC and
ING Equity Trust - to be filed by amendment to Form N-1A.
(13)(n) Form of Amended and Restated Schedule A to Amended and Restated
Expense Limitation Agreement between ING Investments, LLC (formerly
ING Pilgrim Investments, LLC), Aeltus Investment Management and ING
Equity Trust (ING Principal Protection Fund V) - to be filed by
amendment to Form N-1A.
(13)(o) Form of Selling Group Agreement - previously filed as Exhibit(h)(7)
to Post-Effective Amendment No. 8 to the Registrant's Registration
Statement on Form N-1A on April 30, 2001 and incorporated by
reference via EDGAR Accession No. 0000950147-01-500778.
(13)(p) Form of Financial Institution Selling Group Agreement - previously
filed as Exhibit (h)(8) to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A on April 30, 2001
and incorporated by reference via EDGAR Accession No.
0000950147-01-500778.
(14) Consent of ________(accountant) - to be filed by amendment to
Form N-14.
(15) Not Applicable.
(16)(a) Powers of Attorney for James M. Hennessy, Michael J. Roland and each
Trustee except Paul S. Doherty were filed as attachments to
Post-Effective Amendment No. 24 to the Registrant's Form N-1A
Registration Statement as filed on February 27, 2002, and are
incorporated by reference via EDGAR Accession No.
0000950153-02-000359.
(16)(b) Powers of Attorney for Paul S. Doherty was filed as an attachment to
Post-Effective Amendment No. 29 as filed on July 12, 2002, and is
incorporated by reference via EDGAR Accession No.
0000950153-02-001237.
(17)(a) Prospectus and Statement of Additional Information for Institutional
Shares of the ING Real Estate Fund of the ING Equity Trust -
previously filed as Post-Effective No. 29 to the Registrant's Form
N-1A Registration Statement as filed on July 16, 2002, and are
incorporated by reference via EDGAR Accession
No. 0000950153-02-001263.
(17)(b) Prospectus and Statement of Additional Information for Class I
Shares of the Clarion CRA Realty Shares Portfolio of The Advisors'
Inner Circle Fund - previously filed as Post-Effective No. 49 to The
Advisors' Inner Circle Fund's Form N-1A Registration Statement as
filed on February 28, 2002, and are incorporated by reference via
EDGAR Accession No. 0001135428-02-000052.
(17)(c) Annual Report of the Clarion CRA Realty Shares Portfolio of The
Advisors' Inner Circle Fund dated October 31, 2001 - previously filed
on December 21, 2001 and incorporated by reference via EDGAR
Accession No. 0000935069-01-500741.
(17)(d) Unaudited Semi-Annual Report of the Clarion CRA Realty Shares
Portfolio of The Advisors' Inner Circle Fund dated April 30, 2002 -
previously filed on June 25, 2002 and incorporated by reference via
EDGAR Accession No. 0000935069-02-000671.
ITEM 17. UNDERTAKINGS
The registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act, the reoffering
prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
The registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been
signed on behalf of the registrant in the City of Scottsdale and State of
Arizona on the ___ day of ____, 2002.
ING Equity Trust
By:/s/ Kimberly A. Anderson
Kimberly A. Anderson
Vice President and Secretary
As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated:
* Trustee and Chairman ____, 2002
- ------------------------------
John G. Turner
* President and Chief Executive ____, 2002
- ------------------------------ Officer
James M. Hennessy
* Executive Vice President and ____, 2002
- ------------------------------ Principal Financial Officer
Michael J. Roland
* Trustee ____, 2002
- ------------------------------
Paul S. Doherty
* Trustee ____, 2002
- -------------------------------
J. Michael Earley
* Trustee ____, 2002
- -------------------------------
R. Barbara Gitenstein
* Trustee ____, 2002
- -------------------------------
R. Glenn Hilliard
* Trustee ____, 2002
- -------------------------------
Walter H. May, Jr.
* Trustee ____, 2002
- -------------------------------
Thomas J. McInerney
* Trustee ____, 2002
- -------------------------------
Jock Patton
* Trustee ____, 2002
- -------------------------------
David W.C. Putnam
* Trustee ____, 2002
- -------------------------------
Blaine E. Rieke
* Trustee ____, 2002
- -------------------------------
Roger P. Vincent
* Trustee ____, 2002
- -------------------------------
Richard A. Wedemeyer
* By: /s/Kimberly A. Anderson
------------------------------------------------
Kimberly A. Anderson, As Power of Attorney
EXHIBIT INDEX
NUMBER EXHIBIT
EX-99.1A Declaration of Trust - previously filed as Exhibit (a) to the
Registrant's initial Form N-1A Registration Statement on June
15, 1998 and incorporated by reference to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession
No. 0001005477-98-001994.
EX-99.1B Establishment and Designation of Additional Series and Classes
of Shares of Beneficial Interest, Par Value $0.01 per share,
dated May 9, 2001 - previously filed as Exhibit (a)(2) to the
Registrant's Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A on July 3,
2001 and incorporated by reference via EDGAR Accession No.
0000950153-01-500736.
EX-99.1C Certificate of Amendment of Declaration of Trust, dated June
15, 2001 - previously filed as Exhibit (a)(3) to
Post-Effective Amendment No. 9 to the Registrant's
Registration Statement on Form N-1A on July 3, 2001 and
incorporated by reference via EDGAR Accession No.
0000950153-01-500736.
EX-99.1D Establishment and Designation of Additional Series and Classes
of Shares of Beneficial Interest, Par Value $0.01 per share
(ING Biotechnology Fund) - previously filed as Exhibit (a)(4)
to Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A on August 30, 2001 and
incorporated by reference via EDGAR Accession No.
00009501047-01-501550.
EX-99.1E Establishment and Designation of Additional Series and Classes
of Shares of Beneficial Interest, Par Value $0.01 per share
(Pilgrim Principal Protection Fund II) - previously filed as
Exhibit (a)(5) to Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A on October
25, 2001 and incorporated by reference via EDGAR Accession No.
0000950153-01-501195.
EX-99.1F Establishment and Designation of Additional Series and Classes
of Beneficial Interest, Par Value $0.01 per share (ING MidCap
Value Fund and ING SmallCap Value Fund) - previously filed as
Exhibit (a)(6) to Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A on November
13, 2001 and incorporated by reference via EDGAR Accession No.
0000950153-01-501289.
EX-99.1G Form of Certificate of Amendment to Declaration of Trust -
previously filed as Exhibit (a)(7) to Post-Effective Amendment
No. 24 to the Registrant's Registration Statement on Form N-1A
on February 27, 2002 and incorporated by reference via EDGAR
Accession No. 0000950153-02-000359.
EX-99.1H Establishment and Designation of Additional Series and Classes
of Shares of Beneficial Interest, Par Value $0.01 per share
(ING Principal Protection Fund III) previously filed as
Exhibit (a)(7) to Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on Form N-1A on January
15, 2002 and incorporated by reference via EDGAR Accession No.
0000950153-02-000030.
EX-99.1I Establishment and Designation of Additional Series and Classes
of Shares of Beneficial Interest, Par Value $0.01 per share
(ING Principal Protection Fund IV) - previously filed as
Exhibit (a)(8) to Post-Effective Amendment No. 27 to the
Registrant's Registration Statement on Form N-1A on May 29,
2002 and incorporated by reference via EDGAR Accession No.
0000950153-02-001036.
EX-99.1J Establishment and Designation of Additional Series and Classes
of Shares of Beneficial Interest, Par Value $0.01 per share
(ING Principal Protection Fund V) - previously filed as
Exhibit (a)(10) to Post-Effective Amendment No. 29 to the
Registrant's Registration Statement on Form N-1A on July 16,
2002 and incorporated by reference via EDGAR Accession No.
0000950153-02-001263.
EX-99.2A Bylaws - previously filed as Exhibit (b) to the Registrant's
initial Form N-1A Registration Statement on June 15, 1998 and
incorporated by reference via EDGAR Accession No.
0001005477-98-001994.
EX-99.2B Form of Amendment to Bylaws - previously filed as Exhibit
(b)(2) to Post-Effective Amendment No. 6 to the Registrant's
Registration Statement on Form N-1A on March 1, 2001 and
incorporated by reference via EDGAR Accession No.
0000950147-01-500433.
EX-99.3 Not Applicable.
EX-99.4 Form of Agreement and Plan of Reorganization is filed
herewith.
EX-99.5 Not Applicable.
EX-99.6A Form of Investment Management Agreement between Pilgrim Equity
Trust and Pilgrim Investments, Inc. - previously filed as
Exhibit (d) to Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form N-1A on March 1,
2001 and incorporated by reference via EDGAR Accession No.
0000950147-01-500433.
EX-99.6B Investment Management Agreement between Pilgrim Equity Trust
and ING Pilgrim Investments LLC (Pilgrim Principal Protection
Fund) - previously filed as Exhibit (d)(1) to Post-Effective
Amendment No. 9 to the Registrant's Registration Statement on
Form N-1A on July 3, 2001 and incorporated by reference via
EDGAR Accession No. 0000950153-01-500736.
EX-99.6C Form of Amended and Restated Schedule A to Investment
Management Agreement between ING Equity Trust (formerly
Pilgrim Equity Trust) and ING Pilgrim Investments, LLC (ING
Biotechnology Fund) - previously filed as Exhibit (d)(3) to
Post-Effective Amendment No. 25 to the Registrant's
Registration Statement on Form N-1A on March 1, 2002 and
incorporated by reference via EDGAR Accession No.
0000950147-02-000362.
EX-99.6D Form of Amended and Restated Schedule A to Investment
Management Agreement between Pilgrim Equity Trust and ING
Pilgrim Investments, LLC (ING MidCap Value Fund and ING
SmallCap Value Fund) - previously filed as Exhibit (d)(5) to
Post-Effective Amendment No. 16 to the Registrant's
Registration Statement on Form N-1A on November 13, 2001 and
incorporated by reference via EDGAR Accession No.
0000950153-01-501289.
EX-99.6E Form of Amended and Restated Schedule A to Investment
Management Agreement between ING Equity Trust and ING Pilgrim
Investments, LLC (ING Principal Protection Fund IV) -
previously filed as Exhibit (d)(12) to Post-Effective
Amendment No. 27 to the Registrant's Registration Statement on
Form N-1A on May 29, 2002 and incorporated by reference via
EDGAR Accession No. 0000950153-02-001036.
EX-99.6F Form of Sub-Advisory Agreement between ING Pilgrim
Investments, LLC and Aeltus Investment Management, Inc.
(Pilgrim Principal Protection Fund) - previously filed as
Exhibit (d)(2) to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A on July 3,
2001 and incorporated by reference via EDGAR Accession No.
0000950153-01-500736.
EX.99.6G Form of Sub-Advisory Agreement between ING Pilgrim
Investments, LLC and AW Advisors, LLC (ING Biotechnology Fund)
- previously filed as Exhibit (d)(7) to Post-Effective
Amendment No. 25 to the Registrant's Registration Statement on
Form N-1A on March 1, 2002 and incorporated by reference via
EDGAR Accession No. 0000950147-02-000362.
EX-99.6H Form of Sub-Advisory Agreement between ING Pilgrim
Investments, LLC and Brandes Investment Partners, L.P. (ING
MidCap Value Fund and ING SmallCap Value Fund) - previously
filed as Exhibit (d)(9) to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A on February
15, 2002 and incorporated by reference via EDGAR Accession No.
0000950147-02-000280.
EX-99.6I Form of Amended and Restated Schedule A to Sub-Adviser
Agreement between ING Investments, LLC and Aeltus Investment
Management, Inc. (ING Principal Protection Fund IV) -
previously filed as Exhibit (d)(13) to Post-Effective
Amendment No. 27 to the Registrant's Registration Statement on
Form N-1A on May 29, 2002 and incorporated by reference via
EDGAR Accession No. 0000950153-02-001036.
EX-99.6J Form of Sub-Advisory Agreement between ING Investments, LLC
and Aeltus Investment Management, Inc. (ING Research Enhanced
Index Fund) - to be filed by amendment to Form N-1A.
EX-99.6K Form of Sub-Advisory Agreement between ING Investments, LLC
and Clarion CRA Securities, L.P. (ING Realty Fund) - to be
filed by amendment to Form N-1A.
EX-99.6L Form of Amended and Restated Schedule A to Investment
Management Agreement between ING Equity Trust and ING
Investments, LLC - to be filed by amendment to Form N-1A.
EX-99.6M Form of Amended and Restated Schedule A to Sub-Adviser
Agreement between ING Investments, LLC and Aeltus Investment
Management, Inc. (ING Principal Protection Fund V) - to be
filed by amendment to Form N-1A.
EX-99.7A Form of Second Amended and Restated Underwriting Agreement
between Pilgrim Equity Trust and ING Pilgrim Securities, Inc.
- previously filed as Exhibit (e)(4) to Post-Effective
Amendment No. 13 to the Registrant's Registration Statement on
Form
N-1A on October 25, 2001 and incorporated by reference via
EDGAR Accession No. 0000950153-01-501195.
EX-99.7B Form of Amended and Restated Schedule A to Second Amended and
Restated Underwriting Agreement between ING Equity Trust and
ING Funds Distributor, Inc. (formerly ING Pilgrim Securities,
Inc.) - previously filed as Exhibit (e)(6) to Post-Effective
Amendment No. 27 to the Registrant's Registration Statement on
Form N-1A on May 28, 2002 and incorporated by reference via
EDGAR Accession No. 0000950153-02-001036.
EX-99.7C Form of Amended and Restated Schedule A to Second Amended and
Restated Underwriting Agreement between ING Equity Trust and
ING Funds Distributor, Inc. - to be filed by amendment to Form
N-1A.
EX-99.8 Not Applicable.
EX-99.9A Form of Custodian Service and Monitoring Agreement between
Pilgrim Equity Trust, MBIA Insurance Corporation and State
Street Bank and Trust Company (Pilgrim Principal Protection
Fund) - previously filed as Exhibit (g)(2) to Post-Effective
Amendment No. 9 to the Registrant's Registration Statement on
Form N-1A on July 3, 2001 and incorporated by reference via
EDGAR Accession No. 0000950153-01-500736.
EX-99.9B Form of Amended and Restated Schedule A to the Custodian
Service and Monitoring Agreement between ING Equity Trust,
MBIA Insurance Corporation and State Street Bank and Trust
Company (ING Principal Protection Fund IV) - previously filed
as Exhibit (g)(8) to Post-Effective Amendment No. 27 to the
Registrant's Registration Statement on Form N-1A on May 29,
2002 and incorporated by reference via EDGAR Accession No.
0000950153-02-001036.
EX-99.9C Form of Amended and Restated Schedule A to the Custodian
Service and Monitoring Agreement between ING Equity Trust,
MBIA Insurance Corporation and State Street Bank and Trust
Company (ING Principal Protection Fund V) - to be filed by
amendment to Form N-1A.
EX-99.9D Form of Custodian and Investment Accounting Agreement between
Pilgrim Equity Trust and State Street Bank and Trust Company -
previously filed as Exhibit (g)(7) to Post-Effective Amendment
No. 24 to Registrant's Registration Statement on Form N-1A on
February 27, 2002 and incorporated by reference via EDGAR
Accession No. 0000950153-02-000359.
EX-99.9E Form of Amended Custodian and Investment Accounting Agreement
between Pilgrim Equity Trust and State Street Bank and Trust
Company - to be filed by amendment to Form N-1A.
EX-99.10A Form of Third Amended and Restated 12b-1 Plan - previously
filed as Exhibit (m)(4) to Post-Effective Amendment No. 13 to
the Registrant's Registration Statement on Form N-1A on
October 25, 2001 and incorporated by reference via EDGAR
Accession No. 0000950153-01-501195.
EX-99.10B Form of Amended and Restated Schedules 1 and 2 to Third
Amended and Restated Distribution and Service Plan (12b-1
Plan) - previously filed as Exhibit (m)(6) to Post-Effective
Amendment No. 27 to the Registrant's Registration Statement on
Form N-1A on May 29, 2002 and incorporated by reference via
EDGAR Accession No. 0000950153-02-001036.
EX-99.10C Form of Amended and Restated Schedules 1 and 2 to Third
Amended and Restated Distribution and Service Plan (12b-1
Plan) - to be filed by amendment to Form N-1A.
EX-99.10D Form of Amended and Restated Rule 18f-3 Plan - previously
filed as Exhibit (n)(3) to Post-Effective Amendment No. 13 to
the Registrant's Registration Statement on Form N-1A on
October 25, 2001 and incorporated by reference via EDGAR
Accession No. 0000950153-01-501195.
EX-99.10E Form of Amended and Restated Schedule A to Amended and
Restated Multiple Class Plan Pursuant to Rule 18f-3 Plan -
previously filed as Exhibit (n)(5) to Post-Effective Amendment
No. 27 to the Registrant's Registration Statement on Form N-1A
on May 29, 2002 and incorporated by reference via EDGAR
Accession No. 0000950153-02-001036.
EX-99.10F Form of Amended and Restated Schedule A to Amended and
Restated Multiple Class Plan Pursuant to Rule 18f-3 Plan - to
be filed by amendment to Form N-1A.
EX-99.11 Opinion and Consent of Dechert that the shares will be validly
issued, fully paid and non-assessable - to be filed by
amendment to Form N-14.
EX-99.12 Form of Opinion and Consent of Morgan, Lewis & Bockius LLP
supporting the tax matters and consequences to shareholders
discussed in the prospectus - to be filed by amendment to Form
N-14.
EX-99.13A Form of Transfer Agency Agreement between ING Pilgrim
Investments LLC and DST Systems, Inc. (Principal Protection
Fund) - previously filed as Exhibit (h)(3) to Post-Effective
Amendment No. 9 to Registrant's Registration Statement on Form
N-1A on July 3, 2001 and incorporated by reference via EDGAR
Accession No. 0000950153-01-500736.
EX-99.13B Form of Amendment to Transfer Agency Agreement between ING
Pilgrim Investments, LLC and DST Systems, Inc. - previously
filed as Exhibit (h)(4) to Post-Effective Amendment No. 13 to
the Registrant's Registration Statement on Form N-1A on
October 25, 2001 and incorporated by reference via EDGAR
Accession No. 0000950153-01-501195.
EX-99.13C Form of Amended Exhibit A to Transfer Agency Agreement between
ING Funds and DST Systems, Inc. - previously filed
as Exhibit (h)(19) to Post-Effective Amendment No. 27 to the
Registrant's Registration Statement on Form N-1A on May 29,
2002 and incorporated by reference via EDGAR Accession
No. 0000950153-02-001036.
EX-99.13D Form of Third Amended and Restated Administrative Services
Agreement between Pilgrim Equity Trust and ING Pilgrim Group,
LLC - previously filed as Exhibit (h)(8) to Post-Effective
Amendment No. 13 to the Registrant's Registration Statement on
Form N-1A on
October 25, 2001 and incorporated by reference via EDGAR
Accession No. 0000950153-01-501195.
EX-99.13E Form of Amended Exhibit A to Transfer Agency Agreement between
ING Funds and DST Systems, Inc. - to be filed by amendment on
Form N-1A.
EX-99.13F Form of Amended and Restated Schedule A to Third Amended and
Restated Administrative Services Agreement between ING Equity
Trust and ING Funds Services, LLC (formerly ING Pilgrim Group,
LLC) - previously filed as Exhibit (h)(20) to Post-Effective
Amendment No. 27 to the Registrant's Registration Statement on
Form N-1A on May 29, 2002 and incorporated by reference via
EDGAR Accession No. 0000950153-02-001036.
EX-99.13G Form of Amended and Restated Schedule A to Third Amended and
Restated Administrative Services Agreement between ING Equity
Trust and ING Funds Services, LLC - to be filed by amendment
on Form N-1A.
EX-99.13H Form of Financial Guaranty Agreement between MBIA Insurance
Corporation, ING Pilgrim Investments, LLC, Aeltus Investment
Management, Inc. and Pilgrim Equity Trust - previously filed
as Exhibit (h)(5) to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A on July 3,
2001 and incorporated by reference via EDGAR Accession No.
0000950153-01-500736.
EX-99.13I Form of Amended and Restated Schedule A to Amended and
Restated Expense Limitation Agreement between ING Investments,
LLC (formerly ING Pilgrim Investments, LLC), Aeltus Investment
Management and ING Equity Trust (ING Principal Protection Fund
IV) - previously filed as Exhibit (h)(21) to Post-Effective
Amendment No. 27 to the Registrant's Registration Statement on
Form N-1A on May 29, 2002 and incorporated by reference via
EDGAR Accession No. 0000950153-02-001036.
EX-99.13J Form of Expense Limitation Agreement among ING Pilgrim
Investments, LLC, AW Advisors, LLC and ING Equity Trust (ING
Biotechnology Fund) - previously filed as Exhibit (h)(10) to
Post-Effective Amendment No. 25 to the Registrant's
Registration Statement on Form N-1A on March 1, 2002 and
incorporated by reference via EDGAR Accession No.
0000950147-02-000362.
EX-99.13K Form of Amended and Restated Schedule A to Third Amended and
Restated Administrative Services Agreement between Pilgrim
Equity Trust and ING Pilgrim Group, LLC - previously filed as
Exhibit (h)(16) to Post-Effective Amendment No. 23 to
Registrant's Registration Statement on Form N-1A on February
22, 2002 and incorporated by reference via EDGAR Accession No.
0000950153-02-000305.
EX-99.13L Form of Expense Limitation Agreement between ING Pilgrim
Investments, LLC and Pilgrim Equity Trust (Pilgrim MidCap
Opportunities Fund) - previously filed as Exhibit (h)(18) to
Post-Effective Amendment No. 24 to Registrant's Registration
Statement on Form N-1A on February 27, 2002 and incorporated
by reference via EDGAR Accession No. 0000950153-02-000359.
EX-99.13M Form of Expense Limitation Agreement between ING Investments,
LLC and ING Equity Trust - to be filed by amendment on Form
N-1A.
EX-99.13N Form of Amended and Restated Schedule A to Amended and
Restated Expense Limitation Agreement between ING Investments,
LLC (formerly ING Pilgrim Investments, LLC), Aeltus Investment
Management and ING Equity Trust (ING Principal Protection Fund
V) - to be filed by amendment on Form N-1A.
EX-99.13O Form of Selling Group Agreement - previously filed as Exhibit
(h)(7) to Post-Effective Amendment No. 8 to the Registrant's
Registration Statement on Form N-1A on April 30, 2001 and
incorporated by reference via EDGAR Accession No.
0000950147-01-500778.
EX-99.13P Form of Financial Institution Selling Group Agreement -
previously filed as Exhibit (h)(8) to Post-Effective Amendment
No. 8 to the Registrant's Registration Statement on Form N-1A
on April 30, 2001 and incorporated by reference via EDGAR
Accession No. 0000950147-01-500778.
EX-99.14 Consent of ________(accountant) to be filed by amendment to
Form N-14.
EX-99.15 Not Applicable.
EX-99.16A Powers of Attorney for James M. Hennessy, Michael J. Roland
and each Trustee except Paul S. Doherty were filed as
attachments to Post-Effective Amendment No. 24 to the
Registrant's Form N-1A Registration Statement as filed on
February 27, 2002, and are incorporated by reference via EDGAR
Accession No. 0000950153-02-000359.
EX-99.16B Powers of Attorney for Paul S. Doherty was filed as an
attachment to Post-Effective Amendment No. 29 as filed on
July 12, 2002, and is incorporated by reference via EDGAR
Accession No. 0000950153-02-001237.
EX-99.17A Prospectus and Statement of Additional Information for
Institutional Shares of the ING Real Estate Fund of the ING
Equity Trust - previously filed as Post-Effective No. 29 to
the Registrant's Form N-1A Registration Statement as filed on
July 16, 2002, and are incorporated by reference via EDGAR
Accession No. 0000950153-02-001263.
EX-99.17B Prospectus and Statement of Additional Information for Class I
Shares of the Clarion CRA Realty Shares Portfolio of The
Advisors' Inner Circle Fund - previously filed as
Post-Effective No. 49 to The Advisors' Inner Circle Fund's
Form N-1A Registration Statement as filed on February 28,
2002, and are incorporated by reference via EDGAR Accession
No.0001135428-02-000052.
EX-99.17C Annual Report of the Clarion CRA Realty Shares Portfolio of
The Advisors' Inner Circle Fund dated October 31, 2001 -
previously filed on December 21, 2001 and incorporated by
reference via EDGAR Accession No. 0000935069-01-500741.
EX-99.17D Unaudited Semi-Annual Report of the Clarion CRA Realty Shares
Portfolio of The Advisors' Inner Circle Fund dated April 30,
2002 - previously filed on June 25, 2002 and incorporated by
reference via EDGAR Accession No. 0000935069-02-000671.