File No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Advisors' Inner Circle Fund
(Exact Name of Registrant as Specified in Charter)
101 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices)
(800) 932-7781
(Area Code and Telephone Number)
James R. Foggo
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
Copies to:
John M. Ford, Esq. Michael Glazer, Esq.
Morgan, Lewis & Bockius LLP Paul, Hastings, Janofsky & Walker LLP
1111 Pennsylvania Ave., NW 515 South Flower Street, 25th Floor
Washington, DC 20004 Los Angeles, CA 90071
Title of Securities Being Registered: Chartwell Large Cap Value Fund and
Chartwell Small Cap Value Fund, each a portfolio of The Advisors' Inner Circle
Fund.
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 October 17, 2002
pursuant to Rule 488 under the Securities Act of 1933, as amended.
ADVISORS SERIES TRUST
4455 E. Camelback Road, Suite 261E
Phoenix, AZ 85018
__, 2002
Dear Shareholder:
On behalf of the Board of Trustees of the Advisors Series Trust (the "AST
Trust"), we are pleased to invite you to a special meeting of shareholders of
the Chartwell Large Cap Value Fund and Chartwell Small Cap Value Fund, each a
series of the AST Trust (each an "Acquired Fund" and, collectively, the
"Acquired Funds") to be held at [TIME OF MEETING] [a.m./p.m.] (Eastern time) on
[NOVEMBER 25, 2002] at the offices of [INSERT LOCATION/ADDRESS], (the "Special
Meeting").
At the Special Meeting, you will be asked to approve a proposed Agreement
and Plan of Reorganization, dated as of September 17, 2002 (the "Reorganization
Agreement"), by and between AST Trust and The Advisors' Inner Circle Fund (the
"AIC Trust"), which contemplates the reorganization (the "Reorganization") of
the Chartwell Large Cap Value Fund and Chartwell Small Cap Value Fund into newly
organized series of the AIC Trust, which will also be named the Chartwell Large
Cap Value Fund and Chartwell Small Cap Value Fund, respectively (each a
"Successor Fund" and, collectively, the "Successor Funds").
In considering these matters, you should note:
o The individuals managing the Acquired Funds will not change as a
result of the reorganization. Chartwell Investment Partners
("Chartwell") currently serves as the investment adviser for each
Acquired Fund and will serve as investment adviser to each Successor
Fund.
o The objectives and policies of each Successor Fund will be identical
to those of its corresponding Acquired Fund and the Reorganization is
expected to result in operating expenses that are lower before any fee
waivers are taken into account and the same after taking into account
fee waivers. The Reorganization involves primarily changes in service
providers.
o Chartwell will be paying all expenses relating to the Reorganization.
o The Reorganization is not expected to cause you to recognize any
taxable gains or losses on your shares in the Acquired Funds.
As part of the transaction, shareholders in the Acquired Funds will receive
shares of the Institutional Class or Advisor Class, as applicable, of the
corresponding Successor Fund equal in value to their shares in such Acquired
Fund. Each Acquired Fund would then be liquidated.
The Board of Trustees of the AST Trust, as well as Chartwell, believe the
Plan of Reorganization is in the best interests of the Acquired Funds'
shareholders.
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Your vote on the transaction is critical to its success. The transfer will
be effected only if approved by the holders of a majority of the outstanding
shares of the Acquired Funds. The term a "majority of the outstanding shares"
means the vote of: (i) 67% or more of the Acquired Fund's outstanding shares
present at a meeting, if holders of more than 50% of the outstanding shares of
the Acquired Fund are present or represented by proxy, or (ii) more than 50% of
the Acquired Fund's outstanding shares, whichever is less. We hope you will
participate by casting your vote in person, or by proxy if you are unable to
attend the meeting. Please read the enclosed prospectus/proxy statement
carefully before you vote.
THE BOARD OF TRUSTEES OF THE AST TRUST BELIEVES THAT THE REORGANIZATION IS
IN THE BEST INTERESTS OF EACH ACQUIRED FUND AND ITS SHAREHOLDERS, AND
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ITS APPROVAL.
Thank you for your prompt attention and participation.
Sincerely,
[Eric M. Banhazl]
President and Treasurer
IMPORTANT PROXY INFORMATION ENCLOSED.
-IMMEDIATE ACTION REQUIRED!
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ADVISORS SERIES TRUST/THE ADVISORS' INNER CIRCLE FUND
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? Chartwell Investment Partners
("Chartwell"), the investment adviser to Chartwell Large Cap Value Fund and
Chartwell Small Cap Value Fund, each a series of the Advisors Series Trust (the
"AST Trust") (each an "Acquired Fund" and, collectively, the "Acquired Funds")
made a strategic business decision to consolidate the service relationships with
SEI Investments Global Funds Services for the various mutual funds and other
accounts that Chartwell manages. To effectuate this business decision, the
Acquired Funds must reorganize as new funds.
WHEN WILL THIS REORGANIZATION BECOME EFFECTIVE? The reorganization is currently
anticipated to occur on or about [DECEMBER 9, 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 Chartwell
Large Cap Value Fund and Chartwell Small Cap Value Fund, as applicable, each a
newly organized series of The Advisors' Inner Circle Fund (the "AIC Trust")
(each a "Successor Fund" and, collectively, the "Successor Funds").
WHO IS ELIGIBLE TO VOTE ON THIS REORGANIZATION? Shareholders of record of the
Acquired Funds as of the close of business on [OCTOBER 4, 2002] are entitled to
vote on this reorganization.
HOW CAN I VOTE ON THIS REORGANIZATION? The Acquired Funds' shareholders are
being asked to approve this reorganization through voting at the Special Meeting
of Shareholders, which is scheduled to occur on [November 25, 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, each shareholder's
accounts will automatically be transferred to the Successor Funds on or about
[DECEMBER 9, 2002].
WHAT WILL HAPPEN TO MY ACQUIRED FUND ACCOUNT? After the reorganization,
shareholders will be assigned a new account with the Successor Funds and then
the Acquired Funds account will be closed. This process will occur
automatically, with no action required by you.
WHICH CLASS OF SHARES WILL I RECEIVE? Each of the Boards of the AST Trust and
the AIC Trust has authorized each Acquired Fund and Successor Fund,
respectively, to issue Institutional Class and Advisor Class shares.
Shareholders in the Acquired Funds will receive shares of the Institutional
Class or the Advisor Class, as applicable, of the corresponding Successor Fund
equal in value to their shares of the appropriate class in such Acquired Fund.
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 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.
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WHERE CAN I GET MORE INFORMATION ABOUT THIS REORGANIZATION? Contact the Acquired
Funds at [615 EAST MICHIGAN STREET, 3RD FLOOR, MILWAUKEE, WI 53202] or contact
your sales representative.
WHERE CAN I GET MORE INFORMATION ABOUT THE SUCCESSOR FUNDS? [For the Successor
Funds contact Maria Pollack of Chartwell at 1-610-296-1400.]
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ADVISORS SERIES TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [NOVEMBER 25, 2002]
A Special Meeting of the shareholders of the Advisors Series Trust (the
"AST Trust"), with respect to its Chartwell Large Cap Value Fund and Chartwell
Small Cap Value Fund (each an "Acquired Fund" and, collectively, the "Acquired
Funds") will be held at offices of [INSERT LOCATION], ON [NOVEMBER 25, 2002],
[INSERT TIME] [A.M./P.M.] (Eastern time) to consider the following proposals:
Proposal 1: To approve or disapprove a proposed Agreement and Plan of
Reorganization (the "Reorganization Agreement") between the
AST Trust, on behalf of each Acquired Fund, and The Advisors'
Inner Circle Fund (the "AIC Trust") on behalf of its
corresponding series, the Chartwell Large Cap Value Fund and
Chartwell Small Cap Value Fund (each a "Successor Fund" and,
collectively, the "Successor Funds"), whereby each Successor
Fund would acquire all of the assets of its corresponding
Acquired Fund in exchange for the Successor Fund shares to be
distributed pro rata to the shareholders of its corresponding
Acquired Fund in complete liquidation and termination of the
Acquired Funds.
Proposal 2: To transact such other business as may properly come before
the Special Meeting or at any adjournments thereof.
Shareholders of record of the Acquired Funds as of the close of business on
[FRIDAY, OCTOBER 4, 2002] are entitled to notice of and to vote at the Special
Meeting, or at any adjournment thereof.
By Order of the Board of Trustees
---------------------------------
[CONNIE HART]
Secretary
- --------------------------------------------------------------------------------
YOU CAN HELP THE AST 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
DATED
Relating to the Acquisition of the Assets of Series of
ADVISORS SERIES TRUST
4455 E. Camelback Road, Suite 261E
Phoenix, AZ 85018
Telephone Number: 1-602-952-1100
By and in exchange for Shares of Series of
THE ADVISORS' INNER CIRCLE FUNDS
One Freedom Valley Drive
Oaks, PA 19456
Telephone Number: [1-800-342-5734]
This Prospectus/Proxy Statement describes the proposed Agreement and Plan
of Reorganization (the "Reorganization Agreement") whereby the assets and
liabilities of the Chartwell Large Cap Value Fund and Chartwell Small Cap Value
Fund (each an "Acquired Fund" and, collectively, the "Acquired Funds"), each a
series of the Advisors Series Trust, a Delaware business trust (the "AST
Trust"), would be transferred to Chartwell Large Cap Value Fund and Chartwell
Small Cap Value Fund, respectively, (each a "Successor Fund" and, collectively,
the "Successor Funds" ), each a series of The Advisors' Inner Circle Fund, a
Massachusetts business trust (the "AIC Trust"), in return for shares of its
corresponding Successor Fund (the "Reorganization"). Immediately after the
transfer of each Acquired Fund's assets and liabilities, each Acquired Fund will
make a liquidating distribution to its shareholders of the corresponding
Successor Fund's shares. Following the completion of the Reorganization, the
Acquired Funds would be terminated. The Reorganization Agreement provides that
each Acquired Fund will transfer all of its assets and liabilities to the
corresponding Successor Fund listed opposite its name in the following chart:
- --------------------------------------------------------------------------------
Acquired Fund Successor Fund
- --------------------------------------------------------------------------------
Chartwell Large Cap Value Fund Chartwell Large Cap Value Fund
Institutional Class shares Institutional Class shares
Advisor Class shares Advisor Class shares
- --------------------------------------------------------------------------------
Chartwell Small Cap Value Fund Chartwell Small Cap Value Fund
Institutional Class shares Institutional Class shares
Advisor Class shares Advisor Class shares
- --------------------------------------------------------------------------------
The Reorganization will take place only if shareholders of both Acquired
Funds approve the Reorganization with respect to their Acquired Fund. If
shareholders of either Acquired Fund do not approve the Reorganization, the
Board of Trustees of the AST Trust will consider an alternate course of action
for the Acquired Funds.
THE BOARD OF TRUSTEES OF THE AST TRUST UNANIMOUSLY
RECOMMENDS APPROVAL OF THE REORGANIZATION AGREEMENT.
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This Prospectus/Proxy Statement should be retained for future reference. It
sets forth concisely the information about each Successor Fund that a
prospective investor should know before investing. This Prospectus/Proxy
Statement is accompanied by the Preliminary Prospectuses of the Successor Funds
dated [NOVEMBER __, 2002,] which is incorporated herein by reference. The
Preliminary Statement of Additional Information for the Successor Funds dated
[NOVEMBER __, 2002] (relating to the Successor Funds' Preliminary Prospectuses
of the same date) and [NOVEMBER __, 2002] (relating to this Prospectus/Proxy
Statement), both containing additional information, have been filed with the
Securities and Exchange Commission and are incorporated herein by reference.
Copies of the Preliminary Statement of Additional Information may be obtained
without charge by writing or calling the Successor Funds at the address and
telephone number shown above.
For a comparison of the investment policies of each of the Successor Funds
and each of the Acquired Funds, see "Summary - Investment Objectives, Policies
and Limitations." For a more detailed discussion of the investment objectives,
policies, risks and restrictions of the Successor Funds see the aforementioned
Preliminary Prospectuses and Preliminary Statement of Additional Information of
the Successor Funds.
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 and Policies....................................
Investment Limitations................................................
Adviser and Advisory Fees.............................................
The Administrator.....................................................
Distribution Arrangements.............................................
Purchase, Exchange and Redemption Procedures..........................
Dividends ............................................................
Tax Consequences......................................................
Risk Factors..........................................................
Background and Reasons for the Proposed Reorganization.......................
Description of the Reorganization AGREEMENT..................................
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...................................................
Trustees........................................................
Liability of Trustees and Officers..............................
Shareholder Liability...........................................
Termination.....................................................
Capitalization...............................................................
INFORMATION ABOUT THE AIC TRUST, THE SUCCESSOR FUNDS, THE AST TRUST
AND THE ACQUIRED FUNDS...............................................
VOTING INFORMATION...........................................................
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
CHARTWELL LARGE CAP VALUE
ANNUAL OPERATING EXPENSES SUCCESSOR FUND SUCCESSOR
ACQUIRED FUND PRO FORMA FUND PRO FORMA
(INSTITUTIONAL ACQUIRED FUND (INSTITUTIONAL (ADVISOR
CLASS) (ADVISOR CLASS) CLASS) (1) CLASS)(1)
-----------------------------------------------------------------------
Investment Advisory Fee........................ 0.50% 0.50% 0.50% 0.50%
Distribution and Service (12b-1) Fees.......... None 0.25% None 0.25%
Other Expenses................................. [0.86%] [0.86%] [0.60%] [0.60%]
Total Fund Operating Expenses.................. [1.36%] [1.61%] [1.10%] [1.35%]
Fee Reduction and/or Expense Reimbursement..... [(0.61)%] [(0.61)%] [(0.35)%] [(0.35)%]
Total Annual Operating Expenses (2)............ 0.75% 1.00% 0.75% 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 the Successor Fund Pro Forma are estimated fees and expenses expected
to be incurred for the fiscal year ending October 31, 2003.
(2) Chartwell Investment Partners ("Chartwell"), as adviser to the Acquired Fund
and the Successor Fund, has contractually agreed to reduce its fees and/or pay
expenses of the Acquired Fund and the Successor Fund for an indefinite period to
insure that Total Annual Operating Expenses do not exceed 0.75% for the
Institutional Class shares and 1.00% for the Advisor Class shares. This contract
may only be terminated by the Board of Trustees of the Acquired Fund and the
Board of Trustees of the Successor Fund, as the case may be. Chartwell reserves
the right to be reimbursed for any waiver of its fees or expenses paid on behalf
of the Acquired Fund or the Successor Fund, if the Acquired Fund's or the
Successor Fund's expenses, respectively, are less than the limit agreed to by
the Acquired Fund or the Successor Fund.
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 Pro Forma 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:
CHARTWELL LARGE CAP VALUE FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Acquired Fund (Institutional Class) .......... $ 76 $239 $416 $ 928
Successor Fund Pro Forma (Institutional Class) $ 76 $239 $416 $ 928
Acquired Fund (Advisor Class) ................ $102 $318 $552 $1,225
Successor Fund Pro Forma (Advisor Class) .... $102 $318 $552 $1,225
ii
CHARTWELL SMALL CAP VALUE
ANNUAL OPERATING EXPENSES SUCCESSOR FUND SUCCESSOR
ACQUIRED FUND PRO FORMA FUND PRO FORMA
(INSTITUTIONAL ACQUIRED FUND (INSTITUTIONAL (ADVISOR
CLASS) (ADVISOR CLASS) CLASS) (1) CLASS)(1)
-----------------------------------------------------------------------
Investment Advisory Fee........................ 0.80% 0.80% 0.80% 0.80%
Distribution and Service (12b-1) Fees.......... None 0.25% None 0.25%
Other Expenses................................. [0.77%] [0.77%] [0.68%] [0.68%]
Total Fund Operating Expenses.................. [1.57%] [1.82%] [1.48%] [1.73%]
Fee Reduction and/or Expense Reimbursement..... [(0.47)%] [(0.47)%] [(0.38)%] [(0.38)%]
Total Annual Operating Expenses (2)............ 1.10% 1.35% 1.10% 1.35%
(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 the Successor Fund Pro Forma are estimated fees and expenses expected
to be incurred for the fiscal year ending October 31, 2003.
(2) Chartwell, as adviser to the Acquired Fund and the Successor Fund, has
contractually agreed to reduce its fees and/or pay expenses of the Acquired Fund
and the Successor Fund for an indefinite period to insure that Total Annual
Operating Expenses do not exceed 1.10% for the Institutional Class shares and
1.35% for the Advisor Class shares. This contract may only be terminated by the
Board of Trustees of the Acquired Fund and the Board of Trustees of the
Successor Fund, as the case may be. Chartwell reserves the right to be
reimbursed for any waiver of its fees or expenses paid on behalf of the Acquired
Fund or the Successor Fund, if the Acquired Fund's or the Successor Fund's
expenses, respectively, are less than the limit agreed to by the Acquired Fund
or the Successor Fund.
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 Pro Forma 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:
CHARTWELL SMALL CAP VALUE FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Acquired Fund (Institutional Class) .......... $112 $349 $605 $1,136
Successor Fund Pro Forma (Institutional Class) $112 $349 $605 $1,136
Acquired Fund (Advisor Class) ................ $137 $428 $739 $1,624
Successor Fund Pro Forma (Advisor Class) ..... $137 $428 $739 $1,624
2
SUMMARY
This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Prospectus/Proxy Statement, the
Preliminary Prospectuses of the Successor Funds dated [NOVEMBER _, 2002], the
Preliminary Statement of Additional Information of the Successor Funds dated
[NOVEMBER _, 2002], the Prospectuses of the Acquired Funds dated December 31,
2001, the Statement of Additional Information of the Acquired Funds dated
December 31, 2001 (as amended February 21, 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 AST Trust has voted to recommend to holders of
the shares of the Acquired Funds the approval of the Reorganization Agreement
whereby each of the Successor Funds would acquire all of the assets of the
corresponding Acquired Funds in exchange for the Successor Funds' Institutional
Class and Advisor Class shares to be distributed PRO RATA by the Acquired Funds
to their respective shareholders in complete liquidation and dissolution of the
Acquired Funds (the "Reorganization"). As a result of the Reorganization, each
Acquired Fund will become the owner of the same class of shares of the
corresponding 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 transaction, the AIC Trust and AST
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 the Acquired Funds, Successor Funds or the shareholders of
the Acquired Funds. The adjusted tax basis of the Successor Funds' Institutional
Class and Advisor Class shares received by the Acquired Funds' shareholders will
be the same as the adjusted tax basis of their corresponding shares in such
Acquired Funds. After the Reorganization is completed, the Acquired Funds will
be terminated.
INVESTMENT OBJECTIVES AND POLICIES
This section will help you compare the investment objectives, policies and
limitations of the Successor Funds with the Acquired Funds.
CHARTWELL LARGE CAP VALUE FUND. The investment objectives and policies of
Chartwell Large Cap Value Fund, an Acquired Fund, and Chartwell Large Cap Value
Fund, a Successor Fund, (each a "Large Cap Value Fund," and, collectively, the
"Large Cap Value Funds") are identical. The investment objective of each Large
Cap Value Fund is growth of capital, with a secondary objective to provide
current income. Each Large Cap Value Fund pursues its investment objective by
investing at least 80% of its net assets in large cap stocks. Each Large Cap
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Value Fund may invest in U.S. stocks, as well as U.S. dollar denominated foreign
stocks. Each Large Cap Value Fund invests primarily in the stocks of large
companies with a market capitalization of $1 billion or more. Chartwell serves
as investment adviser to each Large Cap Value Fund. In choosing investments for
each Large Cap Value Fund, Chartwell uses a disciplined approach to select
dividend paying stocks that it believes are undervalued, reasonably priced and
have prospects for continued consistent growth. For each Large Cap Value Fund,
Chartwell applies proprietary valuation screens to select a group of 40 to 50
such companies for investment.
CHARTWELL SMALL CAP VALUE FUND. The investment objectives and policies of
Chartwell Small Cap Value Fund, an Acquired Fund, and Chartwell Small Cap Value
Fund, a Successor Fund, (each a "Small Cap Value Fund," and, collectively, the
"Small Cap Value Funds") are identical. The investment objective of each Small
Cap Value Fund is growth of capital, with a secondary objective to provide
current income. Each Small Cap Value Fund pursues its investment objective by
investing at least 80% of its net assets in small cap stocks. Each Small Cap
Value Fund may invest in U.S. stocks, as well as U.S. dollar denominated foreign
stocks. Each Small Cap Value Fund invests primarily in the stocks of companies
with a market capitalization between $100 million and $2.5 billion. Chartwell
serves as investment adviser to each Small Cap Value Fund. In choosing
investments for each Small Cap Value Fund, Chartwell analyzes companies within
the $100 million and $2.5 billion capitalization range and identifies
reasonably-priced smaller companies which are at the lower end of their
historical valuation ranges. Chartwell looks for companies with strong business
prospects and potential change factors that are likely to increase the market's
interest in the stock.
INVESTMENT LIMITATIONS
The investment limitations of the Acquired Funds are identical to the
investment limitations of the Successor Funds, except as noted below.
LENDING POLICY. Both the Acquired Funds and the Successor Funds have
certain limitations on their ability to make loans to others, except that each
Acquired Fund and Successor Fund may purchase debt securities in accordance with
its investment objectives and policies and enter into repurchase agreements.
Unlike the Acquired Funds, the Successor Funds are permitted to lend portfolio
securities to qualified borrowers that meet certain capital and credit
requirements established by the Board of the AIC Trust. The Successor Funds are
also subject to a number of conditions when lending securities to borrowers,
such as the requirement the securities lending transactions must be fully
collateralized. The Board of Trustees of the AIC Trust has adopted procedures
governing securities lending transactions.
BORROWING POLICY. Each Acquired Fund may not borrow money, except for
temporary or emergency purposes and any such borrowing by an Acquired Fund will
be made only if immediately thereafter there is an asset coverage of at least
300% of all borrowings. For the Successor Funds, asset coverage of at least 300%
is required for all borrowings, except where a Successor Fund has borrowed money
for temporary purposes in amounts not to exceed 5% of its total assets. The
Acquired Funds' borrowing policy is more restrictive than the limitations set
forth in Investment Company Act of 1940 (the "1940 Act"). The Successor Funds'
policy is consistent with the current limits of the 1940 Act and provides the
Successor Funds with more flexibility to borrow money for temporary or emergency
purposes.
REAL ESTATE AND COMMODITIES. Each Acquired Fund may not purchase real
estate, commodities or commodity contracts. In addition, as an operating policy,
the Board of Trustees of the Acquired Funds may authorize the Acquired Funds in
the future to engage in certain activities regarding futures contracts for "bona
fide hedging" purposes. The Acquired Funds must notify shareholders of the
Board's authorization to
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engage in such activities. The Successor Funds may not purchase or sell real
estate, physical commodities, or commodities contracts, except that each
Successor Fund may purchase: (i) marketable securities issued by companies which
own or invest in real estate (including real estate investment trusts),
commodities, or commodities contracts, and (ii) commodities contracts relating
to financial instruments, such as financial futures and options on such
contracts. Additionally, consistent with the exemption provided by the
Commodities Futures Trading Commission, a Successor Fund may invest in futures
and options for "bona fide hedging" purposes or for other risk management
purposes only to the extent that the aggregate initial margin and premiums on
such positions (excluding the amount by which options on futures contracts are
in the money) do not exceed 5% of the Successor Fund's net assets. The policies
of the Successor Funds provide the Successor Funds with more flexibility in the
investment of the Successor Funds' assets.
Please be aware that this is only a brief discussion. In addition to the
investments and strategies described in this summary, the Successor Funds and
the Acquired Funds also may invest in other securities, use other strategies and
engage in other investment practices. The Successor Funds and Acquired Funds are
subject to certain additional investment policies and limitations described in
the Successor Funds' Preliminary Prospectuses and Preliminary Statement of
Additional Information, each dated [NOVEMBER __, 2002], and the Acquired Funds'
Prospectuses dated December 31, 2001 and Statement of Additional Information
dated December 31, 2001 (as amended February 21, 2002), which set forth in full
the investment objective, policies and investment limitations of the Successor
Funds and the Acquired Funds, 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 Funds and Acquired
Funds may invest up to 100% of their assets in cash, cash equivalents, and high
quality, short-term debt securities and money market instruments for temporary
defensive purposes. During such period, a Fund may not be pursuing its
investment objectives.
ADVISER AND ADVISORY FEES
Chartwell is the adviser to the Acquired Funds and the Successor Funds.
Chartwell manages mutual funds, closed-end funds, and private and institutional
accounts. Its principal office is located at 1235 Westlakes Drive, Suite 400,
Berwyn, PA 19312. As of September 30, 2002, Chartwell managed over $XX billion
in assets. For investment advisory services provided by Chartwell, the Large Cap
Value Fund and Small Cap Value Fund paid $___ and $___, respectively, to
Chartwell for the fiscal year ended August 31, 2002.
The annual investment advisory fees for each Successor Fund will be
identical to the advisory fees for the corresponding Acquired Fund. The
investment 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.
5
- --------------------------------------------------------------------------------------------------------------------
ACQUIRED FUND - SUCCESSOR FUND - ACQUIRED FUND - SUCCESSOR FUND -
CHARTWELL LARGE CAP CHARTWELL LARGE CAP CHARTWELL SMALL CAP CHARTWELL SMALL CAP
VALUE FUND VALUE FUND VALUE FUND VALUE FUND
- --------------------------------------------------------------------------------------------------------------------
Advisory Fee* 0.50% 0.50% 0.80% 0.80%
- --------------------------------------------------------------------------------------------------------------------
* Chartwell, as adviser to the Acquired Funds and the Successor Funds, has
contractually agreed to reduce its fees and/or pay expenses of the Acquired and
Successor Funds for an indefinite period to insure that Total Annual Operating
Expenses do not exceed 0.75% and 1.10% for the Institutional Class shares of the
Chartwell Large Cap Value Fund and Chartwell Small Cap Value Fund, respectively,
and 1.00% and 1.35% for the Advisor Class shares of the Chartwell Large Cap
Value Fund and Chartwell Small Cap Value Fund, respectively. This contract may
only be terminated by the Board of Trustees of the Acquired Fund and the Board
of Trustees of the Successor Fund, as the case may be. Chartwell reserves the
right to be reimbursed for any waiver of its fees or expenses paid on behalf of
an Acquired Fund or a Successor Fund, if the Acquired Fund's or the Successor
Fund's expenses, respectively, are less than the limit agreed to by the Acquired
Fund or the Successor Fund.
THE ADMINISTRATOR
SEI Investments Global Funds Services ("SEI GFS"), a wholly-owned
subsidiary of SEI Investments Company ("SEI"), will serve as administrator for
the Successor Funds and in that capacity will provide certain administrative
personnel and services necessary to operate the Successor Funds. SEI GFS will
provide these services to the Successor Funds at annual rate of 0.10% for the
first $250 million in assets and 0.09% for all assets greater than $250 million.
For purposes of calculating SEI GFS's asset based fee, the assets of Chartwell
Dividend and Income Fund, Inc., a closed-end fund managed by Chartwell and
administered by SEI GFS, shall be combined with the assets of the Successor
Funds. Chartwell Dividend and Income Fund, Inc. currently has approximately $170
million in assets under management. SEI GFS's minimum annual administration fee
is $180,000, including fees received from Chartwell Dividend and Income Fund,
Inc. SEI GFS may choose voluntarily to waive a portion of its administrative
fee.
U.S. Bancorp Fund Services, LLC ("U.S. Bancorp") serves as administrator
for the Acquired Funds and in that capacity provides certain administrative and
personnel services necessary to operate the Acquired Funds. U.S. Bancorp
provides these services to the Acquired Funds at the following annual rate,
subject to a $30,000 annual minimum requirement: an annual rate of 0.20% for the
first $50 million in assets, 0.15% for the next $150 million in assets, 0.10%
for the next $50 million in assets and 0.05% for all assets greater than $50
million and thereafter. The administrative fee expense for the Acquired Funds'
fiscal year ended August 31, 2002 was XX% for the Chartwell Large Cap Value Fund
and XX% for the Chartwell Small Cap Value Fund of average daily net assets.
DISTRIBUTION ARRANGEMENTS
SEI Investments Distribution Co. ("SIDCO"), a wholly owned subsidiary of
SEI, will serve as the principal underwriter and distributor for shares of the
Successor Funds. T.O. Richardson Company, Inc. serves as the principal
underwriter and Quasar Distributors, LLC serves as the distributor for shares of
the Acquired Funds. Institutional Shares of the Acquired Funds and the Successor
Funds bear no sales charges or distribution fees. Both the Acquired Funds and
the Successor Funds have adopted a Rule 12b-1 Distribution Plan (the
"Distribution Plan") pursuant to which each may pay a distribution fee to the
distributor in an amount computed at an annual rate of 0.25% of the average
daily net assets of the Advisor Class shares to compensate brokers, dealers, and
service providers who provide administrative and/or distribution services to the
Advisor Class shareholders of each of the Successor Funds and the Acquired Funds
or their customers who beneficially own such shares.
6
For a complete description of distribution arrangements, reference is
hereby made to the Preliminary Prospectuses and Preliminary Statement of
Additional Information of the Successor Funds dated [NOVEMBER __, 2002] and the
Acquired Funds' Prospectuses dated December 31, 2001 and Statement of Additional
Information dated December 31, 2001 (as amended February 21, 2002), each of
which is incorporated herein by reference thereto.
PURCHASE, EXCHANGE, AND REDEMPTION PROCEDURES
The transfer agent and dividend-disbursing agent for the Successor Funds is
Forum Shareholder Services LLP ("Forum") and for the Acquired Funds it is US
Bancorps (formerly ICA Fund Services Corp). The custodian for the Successor
Funds is Wachovia Bank, N.A. ("Wachovia") and for the Acquired Funds it is US
Bank N.A. (formerly Firstar Institutional Custody Services). Procedures for the
purchase, exchange and redemption of the shares of the Successor Funds are
substantially similar to the procedures applicable to the purchase, exchange and
redemption of the shares of the Acquired Funds. Reference is made to the
Preliminary Prospectuses of the Successor Funds dated [NOVEMBER _, 2002] and the
Prospectuses of the Acquired Funds dated December 31, 2001, for a complete
description of the purchase, exchange and redemption procedures applicable to
purchases, exchanges and redemptions of the shares of the Successor Funds and
the shares of the Acquired Funds, respectively, each of which is incorporated
herein by reference thereto.
Purchases of Institutional and Advisor Class shares of each of the
Successor Funds and the Acquired Funds may be made through an investment
professional or by telephone, mailing a written request, or wire. Investment
eligibility requirements to purchase Advisor Class shares of the Successor Funds
are identical to those of the Advisor Class shares of the Acquired Funds.
Investors may purchase Advisor Class shares only under limited circumstances.
The following types of investors may qualify to purchase Advisor Class shares of
the Successor Funds and the Acquired Funds: registered investment advisors;
401(k) plans; other financial intermediaries; institutional investors purchasing
more than $1 million of Advisor Class shares; and insurance company separate
accounts. The minimum initial investment of Institutional and Advisor Class
shares of each of the Successor Funds and the Acquired Funds is $1,000,000. This
minimum may be waived for shares purchased through an Individual Retirement
Account or other retirement plan. The Acquired Funds and the Successor Funds
reserve the right to reject any purchase request.
Except in limited circumstances, the net asset value per share for the
Acquired Funds and the Successor Funds 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 Funds or the
Successor Funds are considered received that same day.
The Acquired Funds and the Successor Funds have no exchange privileges.
Redemptions of the Acquired Funds' and Successor Funds' Institutional Class
and Advisor Class shares may be made through a broker, by telephone or by
mailing a written request. Institutional Class and Advisor Class shares of the
Acquired Funds and Successor Funds 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 or by wire promptly, but not later than seven days after receipt of a
redemption request.
7
Any questions about the foregoing procedures in effecting purchases,
exchanges or redemptions of the shares of the Successor Funds may be directed to
[Forum at 1-800-XXX-XXXX]. Any questions about the foregoing procedures or
assistance in effecting purchases, exchanges or redemptions of the shares of the
Acquired Funds may be directed to [INSERT PARTY AND TELEPHONE NO.].
DIVIDENDS
The Acquired Funds and Successor Funds distribute net investment income and
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 Funds and the Successor Funds, unless a shareholder otherwise
instructs, dividends and capital gains distributions will be reinvested
automatically in additional shares at net asset value.
TAX CONSEQUENCES
As a condition to the Reorganization transaction, the AST 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 Funds, the
Successor Funds or the shareholders of the Acquired Funds. The adjusted tax
basis of the Successor Funds shares received by the respective Acquired Funds
shareholders will be the same as the adjusted tax basis of their shares in the
Acquired Funds.
RISK FACTORS
Because the investment objectives and policies of the Acquired Funds and
the Successor Funds are identical, an investment in one of the Successor Funds
will be subject to the same investment risks as an investment in its
corresponding Acquired Fund. For a more complete discussion of the risks
associated with an investment in the Funds, please review the Prospectuses of
the Acquired Funds and the Preliminary Prospectuses of the Successor Funds. Set
forth below is a brief summary of the investment risk factors of the Acquired
Funds and Successor Funds.
LARGE CAP VALUE FUNDS
Each Large Cap Value Fund is subject to the risk that the market value of a
security may move up and down, sometimes rapidly and unpredictably. These
fluctuations may cause a security to be worth less than the price originally
paid for it, or less than it was worth at an earlier time. Market risk may
affect a single issuer, industry, sector of the economy or the market as a
whole.
The Large Cap Value Funds may invest in U.S. dollar-denominated securities
of foreign companies, which may involve greater risks, including: economic and
political instability; less publicly available information; less strict auditing
and financial reporting requirements; currency fluctuations; less governmental
supervision and regulation of securities markets; and greater possibility of not
being able to sell securities on a timely basis.
8
SMALL CAP VALUE FUNDS
Each Small Cap Value Fund is subject to the risk that the market value of a
security may move up and down, sometimes rapidly and unpredictably. These
fluctuations may cause a security to be worth less than the price originally
paid for it, or less than it was worth at an earlier time. Market risk may
affect a single issuer, industry, sector of the economy or the market as a
whole.
The Small Cap Value Funds may invest in smaller companies. Investing in
such companies may involve greater risk than investing in larger companies
because they can be subject to more abrupt or erratic share price changes than
larger companies. Small companies may have limited product lines, markets or
financial resources and their management may be dependent on a limited number of
key individuals. Stocks of these companies may have limited market liquidity and
their prices may be more volatile.
In addition, the Small Cap Value Funds may invest in U.S.
dollar-denominated securities of foreign companies, which may involve greater
risks, including: economic and political instability; less publicly available
information; less strict auditing and financial reporting requirements; currency
fluctuations; less governmental supervision and regulation of securities
markets; and greater possibility of not being able to sell securities on a
timely basis.
BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATION
The Acquired Funds were established in 1999 as part of the AST Trust and
commenced investment operations on October 1, 1999. In addition to the Acquired
Funds, the AST Trust consists of other investment portfolios managed by other
investment advisers who receive other services from U.S. Bancorp and other
service providers, all of which are overseen by the Board of Trustees of the AST
Trust.
Chartwell made a strategic business decision to consolidate the service
relationships with SEI GFS for the various mutual funds and other accounts that
Chartwell manages. The Board of Trustees of the AST Trust, including a majority
of the independent Trustees, approved the reorganization of the Acquired Funds
into the Successor Funds, which are newly-registered series of the AIC Trust in
order to effectuate that business decision. The Trustees received and reviewed
extensive documentary and oral information about the proposal, including
information about the qualifications of: (1) SEI GFS as a provider of
administrative services and its affiliates, such as SIDCo. as a provider of
distribution services; (2) Wachovia as a provider of custody services; and (3)
Forum as a provider of transfer agency services. They also reviewed the
structure of the proposed Reorganization, including the similarity of investment
objectives, policies and manner of operation of the Acquired Funds and the
Successor Funds. The Trustees also took into consideration: (1) that the expense
ratios of the Successor Funds would be lower before any fee waivers are taken
into account and the same after taking into account fee waivers and that there
was no intention to raise expense ratios in the future, and that Chartwell has
contractually agreed to keep the expense ratios of each Successor Fund at a
specific level identical to that of its corresponding Acquired Fund for an
indefinite period; (2) that there will be no change in the investment adviser
who manages the funds or the fees paid for their services; (3) that Chartwell
would absorb all costs of the Reorganization and that there would be no charges
imposed on shareholders in connection with the Reorganization; (4) that the
respective net asset values per share of the Acquired Funds and Successor Funds
would be the same; and (5) that the Reorganization of each of the Acquired Funds
would be tax free to the Acquired Funds and to their shareholders.
9
The Board of Trustees of the AST Trust, including a majority of the
independent Trustees, determined that participation in the Reorganization is in
the best interests of each Acquired Fund and that the interests of each Acquired
Fund's shareholders would not be diluted as a result of its effecting the
Reorganization. Based upon Chartwell's reasons for recommending the
Reorganization, the Board of Trustees of the AST Trust unanimously voted to
approve, and recommends to each Acquired Fund's shareholders the approval of,
the Reorganization Agreement.
The Board of Trustees of the AIC Trust, including the independent Trustees,
have unanimously concluded that consummation of the Reorganization is in the
best interests of the Successor Funds and have unanimously voted to approve the
Reorganization Agreement.
DESCRIPTION OF THE REORGANIZATION AGREEMENT
The Reorganization Agreement provides that all of the assets of each
Acquired Fund will be transferred to its corresponding Successor Fund, subject
to the liabilities of such Acquired Fund. Each shareholder of an Acquired Fund
will receive the same number and class (with the same aggregate value) of shares
of its corresponding Successor Fund as the shareholder had in such Acquired Fund
immediately prior to the Reorganization. The Acquired Funds' shareholders will
not pay a sales charge, commission or other transaction cost in connection with
their receipt of shares of the Successor Funds.
Following the transfer of assets and assumption of liabilities of each
Acquired Fund to and by its corresponding Successor Fund, and the issuance of
Institutional Class and Advisor Class shares, as the case may be, 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 each Acquired Fund will be shareholders of the
corresponding Successor Fund and the AST Trust will take all steps necessary to
effect the termination of the Acquired Funds.
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 Funds; 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 about [DECEMBER 9, 2002] ("Closing
Date").
Chartwell is 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 Funds' shareholders.
10
The Reorganization may be terminated at any time prior to its consummation
by either the AST Trust or AIC Trust if circumstances should develop that, in
the opinion of either the Board of Trustees of the AST Trust or the Board of
Trustees of AIC 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 Funds and the
Successor Funds; 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 Funds or the
shareholders of the Successor Funds, as the case may be.
DESCRIPTION OF SUCCESSOR FUND SHARES
Full and fractional shares of each 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 each Successor Fund to be issued to shareholders of the corresponding
Acquired Fund under the Reorganization Agreement will be fully paid and
nonassessable by AIC Trust when issued and transferable without restriction and
will have no preemptive or conversion rights. Reference is hereby made to the
Preliminary Prospectus of the Successor Funds dated [NOVEMBER ___, 2002],
provided herewith for additional information about shares of the Successor
Funds.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the Reorganization, the AST Trust, on behalf of the
Acquired Funds, and AIC Trust, on behalf of the Successor Funds, will receive an
opinion of counsel to AIC Trust, 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 each Acquired Fund and each
Successor Fund 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 a
Successor Fund upon its receipt of the corresponding 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 an Acquired Fund upon the
transfer of its assets (subject to the liabilities of the Acquired Fund) to the
corresponding Successor Fund in exchange for Successor Fund shares or upon the
distribution 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 an Acquired Fund upon the exchange of their shares
for corresponding Successor Fund shares; (5) the adjusted tax basis of an
Acquired Fund's assets acquired by the corresponding Successor Fund will be the
same as the adjusted tax basis of such assets to the Acquired Fund immediately
prior to the Reorganization; (6) the adjusted tax basis of Successor Fund shares
received by shareholders of an Acquired Fund pursuant to the Reorganization will
be the same as the adjusted tax basis of the Acquired Fund shares held by
shareholders immediately prior to the Reorganization; (7) the holding period of
the assets of an Acquired Fund in the hands of the corresponding Successor Fund
will include the period during which those assets were held by the Acquired
Fund; and (8) the holding period of the Successor Funds shares received by
shareholders of the Acquired Funds pursuant to the Reorganization
11
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.
AST Trust and AIC 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 tax advisor concerning the potential tax consequences to them,
including state and local income taxes.
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS AND OBLIGATIONS
GENERAL
Each Successor Fund and each Acquired Fund is a series of open-end
management investment companies registered under the 1940 Act. The AST Trust is
organized as a business trust pursuant to an Agreement and Declaration of Trust
under the laws of the State of Delaware and is governed by its Agreement and
Declaration of Trust, By-Laws and Board of Trustees, in addition to applicable
state and federal law. The AIC Trust is organized as a business trust pursuant
to a Declaration of Trust under the laws of the Commonwealth of Massachusetts
and is governed by its Declaration of Trust, By-Laws and Board of Trustees, in
accordance with applicable state and federal law. The rights of shareholders of
the Successor Funds and shareholders of the Acquired Funds as set forth in the
applicable Agreement and Declaration of Trust and Declaration of Trust and
By-laws are substantially similar. Set forth below is a brief summary of the
significant rights of shareholders of Successor Funds and shareholders of
Acquired Funds.
SHARES OF THE SUCCESSOR FUNDS AND THE ACQUIRED FUNDS
The AIC Trust is authorized to issue an unlimited number of shares of
beneficial interest which have no par value. Each Successor Fund is a portfolio
of the AIC Trust. The Board of Trustees has established two classes of shares of
the Successor Funds, known as Institutional Class and Advisor Class shares.
Shares of both Classes will be issued in conjunction with this Reorganization.
The AST Trust is authorized to issue an unlimited number of shares of beneficial
interest with par value of $.01 per share. Each Acquired Fund is a portfolio of
the AST Trust and has two classes of shares, known as Institutional Class and
Advisor Class shares. Issued and outstanding shares of each Successor Fund and
each Acquired Fund are fully paid and nonassessable by the AIC Trust and the AST
Trust, respectively, and are freely transferable.
VOTING RIGHTS
The AIC Trust and AST 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. The
AST Trust and AIC Trust require 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 AST Trust and the AIC
Trust, respectively, entitled to vote. Each share of a Successor Fund and of an
Acquired Fund gives the shareholder one vote in trustee elections and other
matters submitted to shareholders for vote.
12
All shares of each portfolio or class in each of the AIC Trust and the AST 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.
TRUSTEES
The Declaration of Trust for AIC Trust and the Agreement and Declaration of
Trust for the AST Trust each provides that the term of office of each Trustee
shall be for the lifetime of the AIC Trust or the AST 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 AST Trust may be removed 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 of 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 the AIC Trust and the Agreement and
Declaration of Trust for the AST Trust, a Trustee 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 the AIC Trust and the Agreement and Declaration of
Trust of the AST Trust each further provides that Trustees will be indemnified
by the AIC Trust or the AST 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 Successor Funds may be
held personally liable as partners under Massachusetts law for obligations of
the AIC Trust on behalf of the Successor Funds. 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 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 Successor Funds, 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 an 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 Funds.
13
TERMINATION
In the event of the termination of the AIC Trust or any portfolio or class
of the AIC Trust or of the termination the AST Trust or a portfolio or class of
the AST 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
Each 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 each Successor Fund immediately following the Reorganization
is expected to be identical to the capitalization of its corresponding Acquired
Fund immediately prior to the Reorganization. The following table sets forth the
unaudited capitalization of each Successor Fund and the outstanding shares of
each Acquired Fund as of [October 4, 2002] and on a pro forma combined basis as
of that date.
NET ASSETS NET ASSET SHARES
FUND (000) VALUE PER SHARE OUTSTANDING
---------------- ---------------- -----------------
Acquired/ Chartwell Large Cap Value--
Institutional Class
---------------- ---------------- -----------------
Advisor Class
---------------- ---------------- -----------------
Total
Pro Forma - Successor/ Chartwell Large Cap Value
Institutional Class
---------------- ---------------- -----------------
Advisor Class
---------------- ---------------- -----------------
Total
Acquired/ Chartwell Small Cap Value--
Institutional Class
---------------- ---------------- -----------------
Advisor Class
---------------- ---------------- -----------------
Total
Pro Forma - Successor/ Chartwell Small Cap Value
Institutional Class
---------------- ---------------- -----------------
Advisor Class
Total
---------------- ---------------- -----------------
14
INFORMATION ABOUT THE AIC TRUST, THE SUCCESSOR FUNDS, THE AST
TRUST AND THE ACQUIRED FUNDS
Information about the AIC Trust and the Successor Funds is contained in the
Successor Funds' Preliminary Prospectuses dated _____________, 2002, and the
Successor Funds' Preliminary 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 Funds at
[1-800-342-5734], or by writing to the Successor Funds at One Freedom Valley
Drive, Oaks, PA 19456. The AIC Trust is subject to the informational
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 information statements, charter documents and other
information filed by the AIC Trust or the Successor Funds can be obtained by
calling or writing the Successor Funds 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 AIC 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 the AIC Trust and the Successor Funds 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 Funds and the AST Trust is contained in the
Acquired Funds' current Prospectuses dated December 31, 2001, the Annual Report
to Shareholders dated [August 31, 2002], the Statement of Additional Information
dated December 31, 2001 (as amended February 21, 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
Prospectuses, 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 Funds by calling 1-866-205-0357, or by writing to the Acquired
Funds at [615 Michigan Street, 3rd Floor, Milwaukee, WI 53202]. The AST Trust 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 AST Trust or the Acquired Funds, can be obtained by
calling or writing the Acquired Funds 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.
15
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with the
solicitation by the Board of Trustees of the AST Trust of proxies for use at the
Special Meeting of Shareholders (the "Special Meeting") to be held at [INSERT
TIME] [a.m./p.m.] on [NOVEMBER 25, 2002] at:[INSERT LOCATION], 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 AST 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 Chartwell. In addition to solicitations through the
mails, proxies may be solicited by officers, employees and agents of the
Acquired Funds, Chartwell, or other SEI GFS subsidiaries at no additional cost
to the Acquired Funds. Such solicitations may be by telephone, telegraph or
personal contact. Chartwell will reimburse 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 AST Trust has fixed the close of business on
October 4, 2002, as the record date for the determination of shareholders of the
Acquired Funds entitled to notice of and to vote at the Special Meeting and at
any adjournments thereof. As of the record date, XX shares of the Chartwell
Large Cap Value Fund and XX shares of the Chartwell Small Cap Value Fund were
outstanding and entitled to vote.
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 AST TRUST AS A GROUP OWNED LESS THAN 1% OF THE OUTSTANDING
SHARES OF THE ACQUIRED FUNDS.] To the best knowledge of the AST 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 each Acquired Fund's outstanding shares.
ACQUIRED FUND
- --------------------------------------------------------------------------------
SHARES OWNED OF RECORD PERCENT OF
NAME AND ADDRESS AND BENEFICIALLY OUTSTANDING SHARES
- --------------------------------------------------------------------------------
--.--%
As of the record date, there were no Institutional Class or Advisor Class
shares of the Successor Funds outstanding.
16
Approval of the Reorganization Agreement with respect to an Acquired Fund
requires the affirmative vote of a majority of the outstanding shares voted of
the Acquired Fund. A majority of the outstanding shares means the vote of: (i)
67% or more of the Acquired Fund's outstanding shares present at a meeting, if
holders of more than 50% of the outstanding shares of the Acquired Fund are
present or represented by proxy, or (ii) more than 50% of the Acquired Fund's
outstanding shares, whichever is less. Forty percent (40%) of the shares of an
Acquired Fund entitled to vote shall 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. Voting requirements for the merger are based on state law, or
the charter, not the 1940 Act. Approval of the Reorganization is 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 an Acquired Fund objecting to the Reorganization have no
appraisal rights under the AST Trust's Agreement and Declaration of Trust or
[Delaware law]. Under the Plan, if approved by an Acquired Fund's shareholders,
each shareholder will become the owner of Institutional Class or Advisor Class
shares, as applicable, as applicable of its corresponding 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 AST 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.
Whether or not shareholders expect to attend the Special Meeting, all
shareholders are urged to complete, sign and return the enclosed proxy form
promptly.
17
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION dated as of September 17, 2002
(the "Agreement"), is between and among Advisors Series Trust ("AST Trust"), a
Delaware business trust, with its principal place of business at 4455 E.
Camelback Road, Suite 261E, Phoenix, AZ 85018, with regard to its Chartwell
Large Cap Value Fund series and its Chartwell Small Cap Value Fund series (each
an "Acquired Fund" and together, the "Acquired Funds"), The Advisors' Inner
Circle Fund ("AIC Trust"), a Massachusetts business trust, with its principal
place of business at One Freedom Valley Road, Oaks, PA 19456 with regard to its
Chartwell Large Cap Value Fund series and its Chartwell Small Cap Value Fund
series (each a "Successor Fund" and together, the "Successor Funds"), and with
respect to Section 17(b), Chartwell Investment Partners ("Chartwell").
WHEREAS, AST Trust was organized on October 3, 1996 under Delaware law as a
business trust under an Agreement and Declaration of Trust, AST Trust is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), AST Trust has authorized capital
consisting of an unlimited number of shares of beneficial interest with $0.01
par value of separate series of AST Trust, and the Acquired Funds are duly
organized and validly existing series of AST Trust;
WHEREAS, AIC Trust was organized on July 18, 1991 under Massachusetts law
as a business trust under a Declaration of Trust, AIC Trust is an open-end
management investment company registered under the 1940 Act, AIC Trust has
authorized capital consisting of an unlimited number of shares of beneficial
interest with no par value of separate series of AIC Trust, and the Successor
Funds are duly organized and validly existing series of AIC Trust;
NOW, THEREFORE, in consideration of the mutual promises herein contained
and intending to be legally bound hereby, the parties hereto hereby agree to
effect the transfer of all of the assets of each Acquired Fund solely in
exchange for the assumption by its corresponding Successor Fund, as designated
on Schedule A to this Agreement, of all of the liabilities of the Acquired Fund
and shares of beneficial interest of the Successor Fund ("Successor Fund
Shares") followed by the distribution, at the Effective Time (as defined in
Section 12 of this Agreement), of such Successor Fund Shares to the holders of
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
hereby covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, each Acquired Fund shall
assign, deliver and otherwise transfer all of its assets and good 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 (as defined
in Section 5 of this Agreement) (the "Statement of Assets and Liabilities"), to
its corresponding Successor Fund, free and clear of all liens, encumbrances and
adverse claims except as provided in this Agreement, and the Successor Fund
shall acquire all assets, and shall assume all liabilities of the Acquired Fund,
and the Successor Fund shall deliver to the Acquired Fund a number of Successor
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 Institutional Class Shares of each Acquired Fund at
the Effective Time shall be credited with full and fractional Institutional
Class Shares of the
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corresponding Successor Fund. Shareholders of record of Advisor Class Shares of
each Acquired Fund at the Effective Time shall be credited with full and
fractional Advisor Class Shares of the corresponding Successor Fund. The assets
and liabilities of each Acquired Fund shall be exclusively assigned to and
assumed by the corresponding Successor Fund. All debts, liabilities, obligations
and duties of each Acquired Fund, to the extent that they exist at or after the
Effective Time, shall after the Effective Time attach to the corresponding
Successor Fund and may be enforced against such Successor Fund to the same
extent as if the same had been incurred by the Successor Fund. The events
outlined in this Section 1 are the "Reorganization."
2. TRANSFER OF ASSETS.
(a) The assets of each Acquired Fund to be acquired by the
corresponding Successor 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) Each Acquired Fund shall direct U.S. Bank N.A., as custodian for
the Acquired Funds (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 corresponding Successor 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. Each 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 Successor Funds 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 corresponding Successor 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 each Acquired Fund's assets are deposited,
each Acquired Fund's assets deposited with such depositories. The cash to be
transferred by the Acquired Funds shall be delivered by wire transfer of federal
funds prior to or as of the Effective Time.
(c) Each Acquired Fund shall direct U.S. Bancorp Fund Services, LLC
(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 holders of the Acquired Fund
Shares and the number and percentage ownership of outstanding Institutional
Class Shares and Advisor Class Shares owned by each shareholder immediately
prior to the Effective Time. Each Successor Fund shall issue and deliver a
confirmation evidencing the corresponding Successor Fund Shares to be credited
at the Effective Time to the Secretary of each Acquired Fund, or provide
evidence satisfactory to the Acquired Funds that such Successor Fund Shares have
been credited to each Acquired Fund's account on the books of the Successor
Fund. No later than the Effective Time each party shall deliver to the other
such bill of sale, checks, assignments, share certificates, if any, receipts or
other documents as such other party or its counsel may reasonably request.
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3. CALCULATIONS.
(a) The number of each class of Successor Fund Shares issued to each
Acquired Fund pursuant to Section 1 hereof will be the number of issued and
outstanding Acquired Fund Shares of each such class at the Valuation Time.
(b) The net asset value of each class of the Successor Fund Shares
shall be the respective net asset value of each corresponding Acquired Fund's
shares of each such class 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 each 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 Funds to be transferred to the
corresponding Successor Funds shall be computed by AST Trust (and shall be
subject to adjustment by the amount, if any, agreed to by AST Trust and the
Acquired Funds and AIC Trust and the Successor Funds). In determining the value
of the securities transferred by the Acquired Fund to the Successor Fund, each
security shall be priced in accordance with the pricing policies and procedures
of the Acquired Fund as described in the 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
AST Trust, provided that such determination shall be subject to the approval of
AIC Trust. AST Trust and AIC 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 Successor 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
December 6, 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 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 AIC Trust or AST Trust, accurate appraisal of the value of the net
assets of the Acquired Funds 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 Acquired
Funds is practicable.
6. LIQUIDATION OF THE ACQUIRED FUNDS AND CANCELLATION OF SHARES. At the
Effective Time, each Acquired Fund will liquidate and the respective Successor
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 each Acquired Fund. Each shareholder of an Acquired Fund will
receive a number of Institutional Class and Advisor Class Successor Fund Shares
equal in number and
A-3
value to the Institutional Class and Advisor Class Acquired Fund Shares held by
that shareholder, and each Successor 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 corresponding Successor Fund in the name of each
shareholder of the Acquired Fund that represents the respective number and class
of Successor Fund Shares due such shareholder. All of the issued and outstanding
shares of each Acquired Fund shall be cancelled on the books of AST Trust at the
Effective Time and shall thereafter represent only the right to receive
Successor Fund Shares. Each Acquired Fund's transfer books shall be closed
permanently. AST Trust also shall take any and all other steps as shall be
necessary and proper to effect a complete termination of the Acquired Funds.
7. REPRESENTATIONS AND WARRANTIES OF THE SUCCESSOR FUNDS. The Successor
Funds represent and warrant to the Acquired Funds 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) SHARES TO BE ISSUED UPON REORGANIZATION. The Successor Fund Shares
to be issued by each Successor 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 Successor Fund Shares or any other
securities issued by the Successor Funds.
(d) AUTHORITY RELATIVE TO THIS AGREEMENT. AIC Trust, on behalf of each
Successor 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 no other proceedings
by the Successor Fund are necessary to authorize AIC Trust's officers to
effectuate this Agreement and the transactions contemplated hereby. Neither
Successor Fund is 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 either Successor 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 Funds, none of which has been materially adverse to
the business, assets or results of operations of the Successor Funds. AIC
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.
A-4
(f) LITIGATION. Except as disclosed to the Acquired Funds, there are
no claims, actions, suits or proceedings pending or, to the actual knowledge of
the Successor Funds, threatened which would materially adversely affect the
Successor Funds or their respective 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 Funds, under which no default exists, neither Successor Fund is 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 Successor
Fund.
(h) TAXES. As of the Effective Time, all Federal and other tax
returns, information returns, and other tax-related reports of the Successor
Funds 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 Successor Funds' 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, each
Successor Fund has met (or will meet) the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (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.
8. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUNDS. The Acquired Funds
represent and warrant to the Successor Funds as follows:
(a) ORGANIZATION, EXISTENCE, ETC. AST Trust is a business trust duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the power to carry on its business as it is now being
conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. AST 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 AST
Trust relating to the Acquired Funds for the fiscal year ended August 31, 2002
(the "Acquired Fund's Financial Statements"), as delivered to the Successor
Funds, fairly present the financial position of each 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 either
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. Each Acquired Fund respectively 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 corresponding Successor Fund. Upon delivery and payment for
such assets, the corresponding Successor 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.
A-5
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. AST Trust, on behalf of each
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 AST Trust's Board of Trustees, and, except for approval
by the shareholders of each Acquired Fund, no other proceedings by that Acquired
Fund are necessary to authorize AST Trust's officers to effectuate this
Agreement and the transactions contemplated hereby. Neither Acquired Fund is 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 either 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 Successor Funds, none of which has been materially
adverse to the business, assets or results of operations of the Acquired Fund.
AST 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 Successor Funds, there are
no claims, actions, suits or proceedings pending or, to the knowledge of the
Acquired Funds, threatened which would materially adversely affect the Acquired
Funds or their respective 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
Successor Funds, under which no default exists, neither Acquired Fund, at the
Effective Time, is 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, information returns, and other tax-related reports of the Acquired
Funds required by law to have been filed shall have been filed by such date
(including extensions), 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 Funds' knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
(j) SUBCHAPTER M. For each taxable year of its operation, each
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.
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SUCCESSOR FUNDS.
(a) All representations and warranties of the Acquired Funds contained
in this
A-6
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 AST Trust,
dated as of such date, certifying on behalf of AST Trust that as of such date
that the conditions set forth in this clause (a) have been met.
(b) The Successor Funds shall have received an opinion of counsel on
behalf of the Acquired Funds, dated as of the Effective Time, addressed and in
form and substance satisfactory to counsel for the Successor Fund, to the effect
that: (i) AST Trust is duly organized and in good standing under the laws of the
State of Delaware and the Acquired Funds are validly existing series of AST
Trust; (ii) AST Trust is an open-end management investment company registered
under the 1940 Act and such registration has not been revoked or rescinded and
is in full force and effect; (iii) AST Trust, on behalf of the Acquired Funds,
has power to sell, assign, convey, transfer and deliver the Acquired Funds'
assets contemplated hereby and, upon consummation of the transactions
contemplated hereby in accordance with the terms of this Agreement, each
Acquired Fund will have duly sold, assigned, conveyed, transferred and delivered
such assets to AIC Trust; (iv) the execution and delivery of this Agreement will
not, and the consummation of the transactions contemplated hereby will not,
violate AST Trust's Declaration of Trust or Bylaws or any provision of an
agreement known to such counsel (without any independent inquiry or
investigation) to which AST Trust, with respect to the Acquired Funds, is a
party or by which it is bound; (v) 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 AST Trust
and this Agreement has been duly executed and delivered by AST Trust on behalf
of the Acquired Funds and is a valid and binding obligation of AST Trust on
behalf of the Acquired Funds, subject to applicable bankruptcy, insolvency,
fraudulent conveyance and similar laws or court decisions regarding enforcement
of creditors' rights generally; and (vi) to the best of counsel's knowledge, no
consent, approval, order or authorization of any court, governmental authority
or agency is required for AIC Trust to enter into this Agreement on behalf of
the Acquired Fund or carry out its terms, except such as has been obtained under
the 1933 Act, the Securities Exchange Act of 1934 (the "1934 Act"), the 1940 Act
(together with the 1933 Act and the 1934 Act, the "Federal Securities Laws"),
and Delaware state law as it relates to the treatment of business trusts
(including, in the case of each of the foregoing, the rules and regulations
thereunder) or 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 Funds or the consummation of the transactions contemplated by this
Agreement. Such opinion may rely on a certificate of the President or Vice
President of AST Trust as to factual matters.
(c) Each Acquired Fund shall have delivered to the corresponding
Successor 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 AST Trust as to the aggregate asset value of each
Acquired Fund's portfolio securities.
(d) At the Effective Time, AST Trust shall have performed and complied
in all material respects with each of its agreements and covenants required by
this Agreement to be
A-7
performed or complied with by AST Trust prior to or at the Effective Time and
AIC Trust shall have received a certificate from the President or Vice President
of AST Trust, dated as of such date, certifying on behalf of AST Trust that the
conditions set forth in this clause (d) have been and continue to be, satisfied.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS.
(a) All representations and warranties of the Successor Funds
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,
AST 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 Acquired Funds shall have received an opinion of counsel on
behalf of the Successor Funds, dated as of the Effective Time, addressed and in
form and substance satisfactory to counsel for the Acquired Fund, to the effect
that: (i) AIC Trust is duly organized under the laws of the Commonwealth of
Massachusetts and the Successor Funds are validly existing series of the AIC
Trust; (ii) AIC Trust is an open-end management investment company registered
under the 1940 Act and such registration has not been revoked or rescinded and
such registration is in full force and effect; (iii) the execution and delivery
of this Agreement will not, and the consummation of the transactions
contemplated hereby will not, violate AIC Trust's Declaration of Trust or Bylaws
or any provision of an agreement known to such counsel (without any independent
inquiry or investigation) to which AIC Trust, with respect to the Successor
Funds, is a party or by which it is bound; (iv) 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 Successor Funds and is a valid and binding obligation of AST Trust
on behalf of the Successor Funds, subject to applicable bankruptcy, insolvency,
fraudulent conveyance and similar laws or court decisions regarding enforcement
of creditors' rights generally; (v) to the best of counsel's knowledge, no
consent, approval, order or authorization of any court, governmental authority
or agency is required for AIC Trust to enter into this Agreement on behalf of
the Acquired Fund or carry out its terms, except such as has been obtained under
the Federal Securities Laws and Massachusetts state law as it relates to
treatment of business trusts (including, in the case of each of the foregoing,
the rules and regulations thereunder) or 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 Funds or the consummation of the
transactions contemplated by this Agreement; and (vi) the Successor 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 AIC Trust. Such opinion may rely on a certificate of the
President or Vice President of AIC Trust as to factual matters.
(c) At the Effective Time, AIC 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 AIC Trust prior to or at the
Effective Time and AST Trust shall
A-8
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 (c) have been, and continue to be, satisfied.
11. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS AND
THE SUCCESSOR FUNDS. The obligations of the Acquired Funds and the Successor
Funds to effectuate this Agreement shall be subject to the satisfaction of each
of the following conditions:
(a) With respect to the Acquired Funds, AST 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 Funds of this Agreement and the transactions contemplated herein,
including the Reorganization and the termination of the Acquired Funds if the
Reorganization is consummated. AIC Trust has prepared or will prepare a notice
of meeting, form of proxy, and a combined prospectus/proxy statement on Form
N-14 (collectively, the "Proxy Materials") to be used in connection with such
meeting; provided that the Acquired Funds have furnished or will furnish
information relating to them as is reasonably necessary for the preparation of
the Proxy Materials.
(b) The Registration Statement on Form N-14 of the Successor Funds shall be
effective under the 1933 Act and, to the best knowledge of the Successor 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 Successor Funds 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 Funds and the Successor Funds shall have received on or
before the Effective Time an opinion of counsel satisfactory to the Acquired
Funds and the Successor Funds, based on customary officers' certificates
provided by each, substantially to the effect that with respect to each of the
Acquired Funds and the Successor Funds for Federal income tax purposes:
(i) No gain or loss will be recognized by the Acquired Fund upon
the transfer of its assets in exchange solely for Successor Fund Shares and the
assumption by the Successor Fund of the Acquired Fund's stated liabilities.
(ii) No gain or loss will be recognized by the Successor Fund on
its receipt of Acquired Fund assets in exchange for Successor Fund Shares and
the assumption by the Successor Fund of the Acquired Fund's liabilities;
(iii) The adjusted tax basis of the Acquired Fund's assets in the
Successor Fund's hands will be the same as the adjusted tax basis of those
assets in the Acquired Fund's hands immediately before the Effective Time;
(iv) The Successor Fund's holding period for the assets received
from the Acquired Fund will include the holding period of those assets in the
Acquired Fund's hands immediately before the Effective Time;
A-9
(v) No gain or loss will be recognized by the Acquired Fund on
the distribution of Successor Fund Shares to the Acquired Fund's shareholders in
exchange for their Acquired Fund Shares;
(vi) No gain or loss will be recognized by any Acquired Fund
shareholder as a result of the Acquired Fund's distribution of Successor Fund
Shares to such shareholder in exchange for such shareholder's Acquired Fund
Shares;
(vii) The adjusted tax basis of the Successor Fund Shares
received by each Acquired Fund shareholder will be the same as the adjusted tax
basis of that Acquired Fund shareholder's Acquired Fund Shares surrendered in
exchange therefor; and
(viii) The holding period of the Successor 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) With respect to each Acquired Fund, 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 AIC Trust shall have approved this
Agreement and authorized the issuance by each Successor Fund of Successor Fund
Shares at the Effective Time in exchange for the assets of each corresponding
Acquired Fund pursuant to the terms and provisions of this Agreement.
12. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the Acquired
Funds' assets for the Successor Fund Shares shall be effective as of opening of
business on December 9, 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 AST
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 Successor Fund Shares to be paid to each
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.
A-10
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, certified mail or overnight express courier
addressed as follows:
if to the Acquired Funds: if to the Successor Funds:
[_______________] William E. Zitelli, Esq.
Advisors Series Trust SEI Investments Company
4455 E. Camelback Road, Suite 261E One Freedom Valley Drive
Phoenix, AZ 85018 Oaks, PA 19456
with a copy to: with a copy to:
Michael Glazer, Esq. John M. Ford, Esq.
Paul, Hastings, Janofsky & Walker LLP Morgan, Lewis & Bockius LLP
515 South Flower Street 1111 Pennsylvania Avenue, NW
Los Angeles, CA 90071 Washington, DC 20004
17. FEES AND EXPENSES.
(a) Each of the Successor Funds and the Acquired Funds 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 Chartwell. 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 Successor 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; (vi) accounting fees; (vii) legal fees; and (viii) solicitation costs
related to obtaining shareholder approval of the transactions contemplated by
this Agreement.
18. INDEMNIFICATION.
(a) AIC Trust, on behalf of the Successor Funds, shall indemnify,
defend and hold harmless the Acquired Funds, AST 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
any such claim, action, suit or proceeding, or threatened third party claim,
suit, action or proceeding made with the consent of AIC Trust, on behalf of the
Successor Funds, arising from any untrue statement or alleged untrue
A-11
statement of a material fact contained in the Proxy Materials, as filed and in
effect with the SEC, or any application prepared by AIC Trust, on behalf of the
Successor Funds 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
AIC Trust and the Successor Funds 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 Successor Funds or the transactions
contemplated by this Agreement made in the Proxy Materials or any Application.
(b) AST Trust, on behalf of the Acquired Funds, shall indemnify,
defend, and hold harmless the Successor Funds, AIC Trust, its Board of Trustees,
officers, employees and agents ("Successor 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
Successor Fund Indemnified Parties, including amounts paid by any one or more of
the Successor 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 AST Trust, on behalf of the Acquired
Funds, 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 AST Trust and the Acquired Funds 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 AST Trust and/or the Acquired Funds or about the
transactions contemplated by this Agreement made in the Proxy Materials or any
Application.
(c) 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 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.
(d) Upon receipt of notice from the indemnifying party to the
indemnified parties
A-12
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.
(e) This Section 18 shall survive the termination of this Agreement
and for a period of three 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.
(d) ENTIRE AGREEMENT. Each of the Successor Funds and the Acquired
Funds 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.
(e) FURTHER ASSURANCES. Each of the Successor Funds and the Acquired
Funds shall take such further action as may be necessary or desirable and proper
to consummate the transactions contemplated hereby.
(f) BINDING NATURE OF AGREEMENT; LIMITATION OF TRUSTEE, OFFICER AND
SHAREHOLDER LIABILITY. 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,
trustees or shareholders 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.
A-13
THE ADVISORS' INNER CIRCLE FUND, on behalf of its series, the Chartwell Large
Cap Value Fund and its Chartwell Small Cap Value Fund
By:___________________________
Title:________________________
ADVISORS SERIES TRUST, on behalf of its series, the Chartwell Large Cap Value
Fund and its Chartwell Small Cap Value Fund
By:___________________________
Title:________________________
With respect to Section 17(b), Chartwell Investment Partners
By:___________________________
Title:________________________
A-14
SCHEDULE A
ACQUIRED FUNDS OF CORRESPONDING SUCCESSOR FUNDS OF
ADVISORS SERIES TRUST THE ADVISORS' INNER CIRCLE FUND
--------------------- --------------------------------
Chartwell Large Cap Value Fund Chartwell Large Cap Value Fund
Chartwell Small Cap Value Fund Chartwell Small Cap Value Fund
A-15
STATEMENT OF ADDITIONAL INFORMATION
__, 2002
Relating to the Acquisition of the Assets of Series of
ADVISORS SERIES TRUST
4455 E. Camelback Road, Suite 261E
Phoenix, AZ 850118
Telephone Number: 1-602-952-1100
By and in exchange for Shares of Series of
THE ADVISORS' INNER CIRCLE FUNDS
One Freedom Valley Drive
Oaks, PA 19456
Telephone Number: [1-800-342-5734]
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 the AIC Trust, One Freedom Valley
Drive, Oaks, PA 19456. 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 AIC Trust, dated __, 2002.
2. Statement of Additional Information of Chartwell Large Cap Value and
Chartwell Small Cap Value Funds, each a portfolio of ADVISORS SERIES TRUST,
dated December 31, 2001 (as amended February 21, 2002).
3. Annual report of Chartwell Large Cap Value and Chartwell Small Cap Value
Funds, each a portfolio of ADVISORS SERIES TRUST, dated August 31, 2002.
2
The Statement of Additional Information of The Advisors' Inner Circle Fund
("AIC Trust") dated __, 2002, is incorporated herein by reference to AIC Trust's
Statement of Additional Information included in its Registration Statement on
Form N-1A filed pursuant to Rule 485(a) (File Nos. 333-42484 and 811-06400)
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
One Freedom Valley Drive, Oaks, PA 19456, telephone number: [1-800-342-5734].
The Statement of Additional Information of the Chartwell Large Cap Value
Fund and Chartwell Small Cap Value Fund (each an "Acquired Fund" and,
collectively, the "Acquired Funds"), each a portfolio of Advisors Series Trust
(the "AST Trust"), dated December 31, 2001 (as amended February 21, 2002), is
incorporated herein by reference to Post-Effective Amendment No. XX to the AST
Trust's Registration Statement on Form N-1A (File Nos. 33-07959 and 811-17391)
which was filed with the Securities and Exchange Commission on or about ___,
2002. A copy may be obtained, upon request and without charge, from AST Trust at
615 East Michigan Street; 3rd Floor, Milwaukee, WI; 53202; telephone number:
1-866-205-0357.
Financial Statements of Chartwell Large Cap Value Fund and Chartwell Large
Small Cap Portfolio (each a "Successor Fund" and, collectively, the "Successor
Funds"), each a portfolio of the AIC Trust, are not included herein because the
Successor Funds have not yet commenced operations.
The audited financial statements of the Acquired Funds, dated ______, 2002,
are incorporated herein by reference to the Acquired Funds' Annual Report to
Shareholders, dated August 31, 2002, 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 AST Trust at 615 East Michigan Street; 3rd Floor,
Milwaukee, WI; 53202; telephone number: 1-866-205-0357.
Pro forma financial information is not required because the Successor Funds
have not conducted any business other than matters incident to their
organization and will not commence operations until completion of the
Reorganization.
CHARTWELL LARGE CAP VALUE FUND
and
CHARTWELL SMALL CAP VALUE FUND
each a portfolio of
ADVISORS SERIES TRUST,
SPECIAL MEETING OF SHAREHOLDERS
[November 25, 2002]
CHARTWELL LARGE CAP VALUE FUND and CHARTWELL SMALL CAP VALUE FUND each a
portfolio of ADVISORS SERIES TRUST.
CUSIP NOS.____________________
The undersigned shareholder(s) of Chartwell Large Cap Value Fund and Chartwell
Small Cap Value Fund (each an "Acquired Fund" and, collectively, the "Acquired
Funds), each a portfolio of ADVISORS SERIES TRUST, (the "AST 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 Funds which the undersigned is entitled to vote, at the
Special Meeting of Shareholders to be held on [November 25, 2002], X:XX a.m/p.m.
(Eastern time) at the offices of [insert address] (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 (the "Agreement") between the AST Trust, on
behalf of Chartwell Large Cap Value Fund and Chartwell Small
Cap Value Fund (each an "Acquired Fund" and, collectively,
the "Acquired Funds) and The Advisors' Inner Circle Fund, on
behalf of Chartwell Large Cap Value Fund and Chartwell Small
Cap Value Fund (each a "Successor Fund" and, collectively,
the "Successor Funds), whereby each Successor Fund would
acquire all of the assets of its corresponding Acquired Fund
in exchange for the Successor Fund shares to be distributed
pro rata to the shareholders of its corresponding Acquired
Fund in complete liquidation and termination of the Acquired
Funds.
Proposal 2: To transact such other business as may properly
come before the Special Meeting or at any adjournments
thereof.
YOU CAN HELP THE AST 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.
- -----------------------------------
CHARTWELL LARGE CAP VALUE FUND
a portfolio of
ADVISORS SERIES TRUST.
RECORD DATE SHARES: _________________
VOTE ON THE PROPOSAL
FOR AGAINST ABSTAIN
CHARTWELL SMALL CAP VALUE FUND
a portfolio of
ADVISORS SERIES TRUST.
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:
Article VIII of the Agreement and Declaration of Trust filed as Exhibit (a)
to the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is 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 trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons 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 will be governed by the final adjudication of such
issues.
Item 16. Exhibits:
(1)(a) Registrant's Agreement and Declaration of Trust dated July 18, 1991,
as originally filed with the SEC on August 29, 1991, is incorporated
herein by reference to exhibit (1)(a) of Post-Effective Amendment No.
32 to the Registrant's Registration Statement on Form N-1A (File
No.33-42484), filed with the Securities and Exchange Commission on
February 27, 1998.
(1)(b) Registrant's Amendment to the Agreement and Declaration of Trust dated
December 2, 1996, is incorporated herein by reference to exhibit
(1)(a) of Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 13, 1996.
(1)(c) Registrant's Amendment to the Agreement and Declaration of Trust dated
February 18, 1997, is incorporated herein by reference to exhibit
(1)(b) of Post-Effective Amendment No. 28 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 27, 1997.
(2)(a) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on August 29, 1991.
(2)(b) Registrant's Amended and Restated By-Laws are incorporated herein by
reference to Exhibit (b)(2) of Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on June 22, 2001.
(3) Not Applicable.
(4) Agreement and Plan of Reorganization is filed herewith.
(5) Not Applicable.
C-1
(6)(a) Investment Advisory Agreement between Registrant and HGK Asset
Management, Inc. with respect to HGK Fixed Income Fund dated August
15, 1994 as originally filed with Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on June 15, 1994 is
incorporated herein by reference to exhibit (5)(e) of Post-Effective
Amendment No. 24 to the Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed on February 28, 1996.
(6)(b) Investment Advisory Agreement between Registrant and AIG Capital
Management Corp. with respect to AIG Money Market Fund originally
filed with Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on September 19, 1994 is
incorporated herein by reference to exhibit (5)(f) of Post-Effective
Amendment No. 28 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed February 27, 1997.
(6)(c) Investment Advisory Agreement between Registrant and First Manhattan
Co. with respect to FMC Select Fund dated May 3, 1995 as originally
filed with Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on February 1, 1995 is incorporated
herein by reference to exhibit (5)(g) of Post-Effective Amendment No.
24 to Registrant's Registration Statement on Form N-1A (File No.
33-42484) filed on February 28, 1996.
(6)(d) Investment Advisory Agreement between Registrant and CRA Real Estate
Securities L.P. dated December 31, 1996 with respect to the CRA Realty
Shares Portfolio is incorporated herein by reference to exhibit (5)(h)
of Post-Effective Amendment No. 29 to the Registrant's Registration
Statement on Form N-1A (File No. 33-42484) filed with the Securities
and Exchange Commission on May 22, 1997.
(6)(e) Investment Advisory Agreement between Registrant and MDL Capital
Management, Inc. with respect to the MDL Broad Market Fixed Income
Portfolio and the MDL Large Cap Growth Equity Portfolio is
incorporated herein by reference to exhibit (5)(e) of Post-Effective
Amendment No. 32 to the Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on February 27, 1998.
(6)(f) Investment Advisory Agreement between Registrant and SAGE Global
Funds, LLC with respect to the SAGE Corporate Bond Fund is
incorporated herein by reference to exhibit (5)(f) of Post-Effective
Amendment No. 32 to the Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on February 27, 1998.
(6)(g) Investment Sub-Advisory Agreement between SAGE Global Funds, LLC and
Standard Asset Group, Inc. with respect to the SAGE Corporate Bond
Fund is incorporated herein by reference to exhibit (5)(i) of
Post-Effective Amendment No. 32 to the Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on February 27, 1998.
C-2
(6)(h) Investment Advisory Agreement between Registrant and LSV Asset
Management Company is incorporated herein by reference to exhibit
(d)(8) of Post-Effective Amendment No. 46 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on June 22, 2001.
(6)(i) Amended and Restated Schedule to the Investment Advisory Agreement
dated May 3, 1995 between Registrant and First Manhattan Company with
respect to the FMC Select and FMC Strategic Value Funds is
incorporated herein by reference to exhibit (d)(9) of Post-Effective
Amendment No. 34 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on December 29, 1998.
(6)(j) Investment Advisory Agreement between Registrant and Sterling Partners
Capital Management is incorporated herein by reference to exhibit
(d)(10) of Post-Effective Amendment No. 45 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on April 12, 2001.
(6)(k) Investment Advisory Agreement between the Registrant and GLB Fund
Management, Inc. is incorporated herein by reference to exhibit
(d)(11) of Post-Effective Amendment No. 41 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 13, 2000.
(6)(l) Investment Advisory Agreement between Registrant and Toews Corporation
with respect to the Toews S&P 500 Hedged Index Fund and Toews
Nasdaq-100 Hedged Index Fund is incorporated herein by reference to
exhibit (d)(12) of Post-Effective Amendment No. 46 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on June 22, 2001.
(6)(m) Investment Advisory Agreement between Registrant and Prospect Asset
Management with respect to The Japan Smaller Companies Fund is
incorporated herein by reference to exhibit (d)(13) of Post-Effective
Amendment No. 46 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on June 22, 2001.
(6)(n) Investment Advisory Agreement dated August 13, 2001 between Registrant
and Synovus Funds Investment Advisors is incorporated herein by
reference to exhibit (d)(14) of Post-Effective Amendment No. 48 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on November 5, 2001.
(6)(o) Investment Sub-Advisory Agreement dated August 13, 2001 between
Registrant, Synovus Funds Investment Advisors and Steinberg Priest
Capital Management, Co., Inc. is incorporated herein by reference to
exhibit (d)(15) of Post-Effective Amendment No. 48 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on November 5, 2001.
(6)(p) Investment Advisory Agreement between Registrant and Cooke & Bieler,
Inc. is incorporated herein by reference to exhibit (d)(16) of
Post-Effective Amendment
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No. 47 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on August
16, 2001.
(6)(q) Investment Advisory Agreement between Registrant and Acadian Asset
Management, Inc. is incorporated herein by reference to exhibit
(d)(17) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
(6)(r) Investment Advisory Agreement between Registrant and Analytic
Investors, Inc. is incorporated herein by reference to exhibit (d)(18)
of Post-Effective Amendment No. 55 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on August 30, 2002.
(6)(s) Investment Advisory Agreement between Registrant and Cambiar Investors
LLC is incorporated herein by reference to exhibit (d)(19) of
Post-Effective Amendment No. 55 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on August 30, 2002.
(6)(t) Investment Advisory Agreement between Registrant and Chicago Asset
Management Company is incorporated herein by reference to exhibit
(d)(20) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
(6)(u) Investment Advisory Agreement between Registrant and Fiduciary
Management Associates, Inc. is incorporated herein by reference to
exhibit (d)(21) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
(6)(v) Investment Advisory Agreement between Registrant and Independence
Investment, LLC is incorporated herein by reference to exhibit (d)(22)
of Post-Effective Amendment No. 55 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on August 30, 2002.
(6)(w) Investment Advisory Agreement between Registrant and Investment
Counselors of Maryland, LLC is incorporated herein by reference to
exhibit (d)(23) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
(6)(x) Investment Advisory Agreement between Registrant and C.S. McKee, LLP
is incorporated herein by reference to exhibit (d)(24) of
Post-Effective Amendment No. 55 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on August 30, 2002.
(6)(y) Investment Advisory Agreement between Registrant and Rice, Hall, James
& Associates is incorporated herein by reference to exhibit (d)(25) of
Post-Effective Amendment No. 55 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on August 30, 2002.
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(6)(z) Investment Advisory Agreement between Registrant and Sirach Capital
Management, Inc. is incorporated herein by reference to exhibit
(d)(26) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
(6)(aa) Investment Advisory Agreement between Registrant and Thompson, Siegel
& Walmsley, Inc. is incorporated herein by reference to exhibit
(d)(27) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
(6)(bb) Form of Investment Advisory Agreement between Registrant and Commerce
Capital Markets, Inc. is incorporated herein by reference to exhibit
(d)(28) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
(6)(cc) Form of Investment Advisory Agreement between Registrant and McKinley
Capital Management, Inc. is incorporated herein by reference to
exhibit (d)(29) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
(6)(dd) Form of Investment Advisory Agreement between Registrant and Chartwell
Investment Partners is incorporated herein by reference to exhibit
(d)(29) of Post-Effective Amendment No. 56 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on September 13, 2002.
(7)(a) Amended and Restated Distribution Agreement between Registrant and SEI
Financial Services Company dated August 8, 1994 as originally filed
with Post-Effective Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484) filed with the Securities
and Exchange Commission on September 19, 1994 is incorporated herein
by reference to exhibit (6) of Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484)
filed on February 28, 1996.
(7)(b) Distribution Agreement between Registrant and CCM Securities, Inc.
dated February 28, 1997 is incorporated herein by reference to exhibit
(6)(b) of Post-Effective Amendment No. 30 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on June 30, 1997.
(7)(c) Amended and Restated Sub-Distribution and Servicing Agreement between
SEI Investments Company and AIG Equity Sales Corporation is
incorporated herein by reference to exhibit (6)(c) to Post-Effective
Amendment No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 27, 1998.
(8) Not Applicable.
(9)(a) Custodian Agreement between Registrant and CoreStates Bank N.A.
originally filed Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange
C-5
Commission on October 28, 1991 is incorporated herein by reference to
exhibit (8) of Post-Effective Amendment No. 28 filed on February 27,
1997.
(9)(b) Amended Custodian Agreement between Registrant and CoreStates Bank,
N.A. is incorporated herein by reference to exhibit (g)(2) of
Post-Effective Amendment No. 39 filed on February 25, 2000.
(9)(c) Custodian Agreement between the Registrant and Union Bank of
California is incorporated herein by reference to exhibit (g)(3) of
Post-Effective Amendment No. 51 filed on June 14, 2002.
(9)(d) Amendment dated May 21, 2001 to the Custody Agreement dated August 12,
1991 between the Registrant and First Union National Bank is
incorporated herein by reference to exhibit (g)(4) of Post-Effective
Amendment No.51 filed on June 14, 2002.
(10)(a) Distribution Plan for The Advisors' Inner Circle Fund is incorporated
herein by reference to exhibit (m) of the Registrant's Post-Effective
Amendment No. 41 on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on December 13, 2000.
(10)(b) Distribution and Shareholder Servicing Plan for the Toews Funds is
incorporated herein by reference to exhibit (m)(2) of the Registrant's
Post-Effective Amendment No. 42 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on February 26, 2001.
(10)(c) Form of Distribution Plan for the Chartwell Large Cap Growth Fund and
Chartwell Small Cap Growth Fund is incorporated herein by reference to
exhibit (m)(3) of the Registrant's Post-Effective Amendment No. 56 on
Form N-1A (File No. 33-42484) filed with the Securities and Exchange
Commission on September 13, 2002.
(11) Opinion and Consent of Morgan, Lewis & Bockius LLP that the shares
will be validly issued, fully paid and non-assessable is filed
herewith.
(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.
(13)(a) Amended and Restated Administration Agreement between Registrant and
SEI Financial Management Corporation, including schedules relating to
Clover Capital Equity Value Fund, Clover Capital Fixed Income Fund,
White Oak Growth Stock Fund, Pin Oak Aggressive Stock Fund, Roulston
Midwest Growth Fund, Roulston Growth and Income Fund, Roulston
Government Securities Fund, A+P Large-Cap Fund, Turner Fixed Income
Fund, Turner Small Cap Fund, Turner Growth Equity Fund, Morgan
Grenfell Fixed Income Fund, Morgan Grenfell Municipal Bond Fund and
HGK Fixed Income Fund dated May 17, 1994 as originally filed with
Post-Effective Amendment No. 15 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on June 15, 1994 is incorporated herein by
reference to exhibit (9) of Post-Effective Amendment No. 24 filed on
February 28, 1996.
(13)(b) Schedule dated November 11, 1996 to Administration Agreement dated
November 14, 1991 as Amended and Restated May 17, 1994 adding the CRA
Realty Shares Portfolio is incorporated herein by reference to exhibit
(9)(a) of
C-6
Post-Effective Amendment No. 29 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on May 22, 1997.
(13)(c) Shareholder Service Plan and Agreement for the Class A Shares of the
CRA Realty Shares Portfolio is incorporated herein by reference to
exhibit (9)(b) of Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on June 30, 1997.
(13)(d) Schedule to Amended and Restated Administration Agreement dated May 8,
1995 to the Administration Agreement dated November 14, 1991 as
Amended and Restated May 17, 1994 with respect to the FMC Select Fund
is incorporated herein by reference to exhibit (9)(d) of
Post-Effective Amendment No. 28 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 27, 1997.
(13)(e) Consent to Assignment and Assumption of Administration Agreement dated
June 1, 1996 is incorporated herein by reference to exhibit (9)(f) of
Post-Effective Amendment No. 28 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 27, 1997.
(13)(f) Schedule to the Amended and Restated Administration Agreement adding
the MDL Broad Market Fixed Income Fund and the MDL Large Cap Growth
Equity Fund incorporated herein by reference to exhibit (9)(f) of
Post-Effective Amendment No. 32 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 27, 1998.
(13)(g) Schedule to the Amended and Restated Administration Agreement adding
the SAGE Corporate Fixed Bond Fund is incorporated herein by reference
to exhibit (9)(g) of Post-Effective Amendment No. 32 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 27, 1998.
(13)(h) Schedule dated May 19, 1997 to Administration Agreement dated November
14, 1991 between the Advisors' Inner Circle Fund and SEI Financial
Management Corporation adding the AIG Money Market Fund is
incorporated herein by reference to exhibit (9)(h) of Post-Effective
Amendment No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 27, 1998.
(13)(i) Schedule to Administration Agreement relating to the CRA Realty
Portfolio is incorporated herein by reference to exhibit (9)(i) of
Post-Effective Amendment No. 32 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 27, 1998.
(13)(j) Shareholder Servicing Agreement for AIG Money Market Fund is
incorporated herein by reference to Post-Effective Amendment No. 32 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on February 27,
1998.
(13)(k) Transfer Agency Agreement dated November 30, 1994 is incorporated
herein by reference to exhibit (9)(k) of Post-Effective Amendment No.
32 to Registrant's
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Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 27, 1998.
(13)(l) Amendment dated August 17, 1998 to the Schedule dated May 8, 1995 to
the Administration Agreement dated November 14, 1991 as amended and
restated May 17, 1994 between Registrant and SEI Financial Management
Corporation is incorporated herein by reference to exhibit (h)(12) of
Post-Effective Amendment No. 34 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on December 29, 1998.
(13)(m) Assignment and Assumption Agreement dated February 27, 1998 between
Registrant and Oak Associates Funds is incorporated herein by
reference to exhibit (h)(13) of Post-Effective Amendment No. 34 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on December 29,
1998.
(13)(n) Amended Schedule dated March 15, 1999 to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994, relating
to LSV Value Equity Fund, between Registrant and SEI Fund Resources is
incorporated by reference to exhibit (h)(14) of Post-Effective
Amendment No. 39 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 25, 2000.
(13)(o) Amended Schedule dated August 15, 1999 to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994, relating
to HGK Fixed Income Fund, HGK Equity Value Fund and HGK Mid Cap Value
Fund, between Registrant and SEI Investments Mutual Funds Services is
incorporated by reference to exhibit (h)(15) of Post-Effective
Amendment No. 39 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 25, 2000.
(13)(p) Administration Agreement dated August 20, 1999 between Registrant, LSV
Asset Management and Fidelity Brokerage Services, Inc. and National
Financial Services Corporation is incorporated by reference to exhibit
(h)(16) of Post-Effective Amendment No. 39 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 25, 2000.
(13)(q) Amended Schedule dated December 1, 1999 to the Administration
Agreement dated November 14, 1991 as amended and restated May 17,
1994, relating CRA Realty Shares Portfolio, between Registrant and SEI
Fund Resources is incorporated by reference to exhibit (h)(17) of
Post-Effective Amendment No. 39 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 25, 2000.
(13)(r) Amendment dated August 18, 1999 to the Operating Agreement dated
January 5, 1996, relating to LSV Value Equity Fund, between the
Registrant, LSV Asset Management and Charles Schwab & Co, Inc. is
incorporated by reference to exhibit (h)(18) of Post-Effective
Amendment No. 39 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 25, 2000.
(13)(s) Schedule dated May 19, 2000 to the Administration Agreement dated
November 14, 1991 between the Registrant and SEI Investments Mutual
Funds Services
C-8
relating to the AIG Money Market Fund is incorporated herein by
reference to exhibit (h)(19) of the Registrant's Post-Effective
Amendment No. 40 on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on July 17, 2000.
(13)(t) Schedule dated May 22, 2000 to the Administration Agreement dated
November 14, 1991 as amended and restated May 17, 1994 between the
Registrant and SEI Investments Mutual Funds Services relating to the
FMC Select and Strategic Value Funds is incorporated herein by
reference to exhibit (h)(20) of the Registrant's Post-Effective
Amendment No. 40 on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on July 17, 2000.
(13)(u) Transfer Agency and Services Agreement dated October 1, 2000, between
the Registrant and Forum Shareholder Services, LLC, is incorporated
herein by reference to exhibit (h)(21) of the Registrant's
Post-Effective Amendment No. 41 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on December 13, 2000.
(13)(v) Schedule to the Administration Agreement between Registrant and SEI
Investments Mutual Funds Services relating to the GLB Aggressive
Growth Fund is incorporated herein by reference to exhibit (h)(22) of
the Registrant's Post-Effective Amendment No. 41 on Form N-1A (File
No. 33-42484) filed with the Securities and Exchange Commission on
December 13, 2000.
(13)(w) Schedule to the Administration Agreement between Registrant and SEI
Investments Mutual Funds Services relating to the Sterling Partners'
Balanced Portfolio and Sterling Partners' Small Cap Value Portfolio is
incorporated herein by reference to exhibit (h)(23) of the
Registrant's Post-Effective Amendment No. 42 on Form N-1A (File No.
33-42484) filed with the Securities and Exchange Commission on
February 26, 2001.
(13)(x) Schedule to the Administration Agreement between Registrant and SEI
Investments Mutual Funds Services relating to the Toews S&P 500 Hedged
Index Portfolio and Toews NASDAQ 100 Hedged Index Portfolio is
incorporated herein by reference to exhibit (h)(24) of the
Registrant's Post-Effective Amendment No. 42 on Form N-1A (File No.
33-42484) filed with the Securities and Exchange Commission on
February 26, 2001.
(13)(y) LSV Asset Management Contractual Fee Waiver Agreement is incorporated
herein by reference to exhibit (h)(25) of the Registrant's
Post-Effective Amendment No. 49 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on February 28, 2002.
(13)(z) HGK Asset Management Contractual Fee Waiver Agreement is incorporated
herein by reference to exhibit (h)(26) of the Registrant's
Post-Effective Amendment No. 49 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on February 28, 2002.
(13)(aa) Schedule dated May 21, 2001 to the Administration Agreement dated
November 14, 1991 as amended and restated May 17, 1994 between the
Registrant and SEI Fund Resources is incorporated herein by reference
to exhibit (h)(27) of the Registrant's Post-Effective Amendment No. 46
on Form N-1A (File No. 33-42484) filed with the Securities and
Exchange Commission on June 22, 2001.
C-9
(13)(bb) Toews Corporation Contractual Fee Waiver Agreement is incorporated
herein by reference to exhibit (h)(28) of the Registrant's
Post-Effective Amendment No. 49 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on February 28, 2002.
(13)(cc) Cooke & Bieler, L.P. Contractual Fee Waiver Agreement is incorporated
herein by reference to exhibit (h)(29) of the Registrant's
Post-Effective Amendment No. 49 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on February 28, 2002.
(13)(dd) Prospect Asset Management Contractual Fee Waiver Agreement is
incorporated herein by reference to exhibit (h)(30) of the
Registrant's Post-Effective Amendment No. 49 on Form N-1A (File No.
33-42484) filed with the Securities and Exchange Commission on
February 28, 2002.
(13)(ee) Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining to
the Sirach Portfolios is incorporated herein by reference to exhibit
(h)(31) of Post-Effective Amendment No. 51 filed on June 14, 2002.
(13)(ff) Schedule to the Administration Agreement dated November 14, 1991 as
amended and restated May 17, 1994 between the Registrant and SEI
Investments Mutual Funds Services pertaining to the TS&W Portfolios is
incorporated herein by reference to exhibit (h)(32) of Post-Effective
Amendment No.55 filed on August 30, 2002.
(13)(gg) Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining to
the ICM Small Company Portfolio is incorporated herein by reference to
exhibit (h)(33) of Post-Effective Amendment No. 51 filed on June 14,
2002.
(13)(hh) Schedule to the Administration Agreement dated November 14, 1991 as
amended and restated May 17, 1994 between the Registrant and SEI
Investments Mutual Funds Services pertaining to the Analytic
Portfolios is incorporated herein by reference to exhibit (h)(34) of
Post-Effective Amendment No.55 filed on August 30, 2002.
(13)(ii) Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining to
the Cambiar Opportunity Portfolio is incorporated herein by reference
to exhibit (h)(35) of Post-Effective Amendment No. 51 filed on June
14, 2002.
(13)(jj) Schedule to the Administration Agreement dated November 14, 1991 as
amended and restated May 17, 1994 between the Registrant and SEI
Investments Mutual Funds Services pertaining to the Chicago Asset
Management Value Portfolio is incorporated herein by reference to
exhibit (h)(36) of Post-Effective Amendment No.55 filed on August 30,
2002.
(13)(kk) Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining to
the FMA Small Company Portfolio is incorporated herein by reference to
exhibit (h)(37) of Post-Effective Amendment No. 51 filed on June 14,
2002.
(13)(ll) Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining to
the Rice,
C-10
Hall, James Portfolios is incorporated herein by reference to exhibit
(h)(38) of Post-Effective Amendment No. 51 filed on June 14, 2002.
(13)(mm) Schedule to the Administration Agreement dated November 14, 1991 as
amended and restated May 17, 1994 between the Registrant and SEI
Investments Mutual Funds Services pertaining to the Independence Small
Cap Portfolio is incorporated herein by reference to exhibit (h)(39)
of Post-Effective Amendment No.55 filed on August 30, 2002.
(13)(nn) Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining to
the Acadian Emerging Markets Portfolio is incorporated herein by
reference to exhibit (h)(40) of Post-Effective Amendment No. 51 filed
on June 14, 2002.
(13)(oo) Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining to
the McKee International Equity Portfolio is incorporated herein by
reference to exhibit (h)(41) of Post-Effective Amendment No. 51 filed
on June 14, 2002.
(13)(pp) Schedule to the Transfer Agency Agreement between the Registrant and
DST Systems, Inc. pertaining to the Sirach Growth, Sirach Equity,
Sirach Special Equity, Sirach Bond, Sirach Strategic Balanced, Rice,
Hall James Micro Cap, Rice, Hall James Small/Mid Cap, McKee
International Equity, TS&W Equity, TS&W Fixed Income, TS&W
International Equity, Analytic Defensive Equity, Analytic
International, Analytic Short-Term Income, FMA Small Company, ICM
Small Company, Cambiar Opportunity, Independence Small Cap, Acadian
Emerging Markets and Chicago Asset Management Value Portfolios is
incorporated herein by reference to exhibit (h)(42) of Post-Effective
Amendment No.51 filed on June 14, 2002.
(13)(qq) Form of Schedule, dated August 12, 2002, to the Administration
Agreement dated November 14, 1991 as amended and restated May 17, 1994
between the Registrant and SEI Investments Mutual Funds Services
pertaining to the Commerce Capital Government Money Market Fund is
incorporated herein by reference to exhibit (h)(41) of Post-Effective
Amendment No. 56 filed on September 13, 2002.
(13)(rr) Form of Schedule, dated August 12, 2002, to the Administration
Agreement dated November 14, 1991 as amended and restated May 17, 1994
between the Registrant and SEI Investments Mutual Funds Services
pertaining to the McKinley Large Cap Growth Fund is incorporated
herein by reference to exhibit (h)(41) of Post-Effective Amendment No.
56 filed on September 13, 2002.
(13)(ss) Form of Schedule, dated September 17, 2002, to the Administration
Agreement dated November 14, 1991 as amended and restated May 17, 1994
between the Registrant and SEI Investments Mutual Funds Services
pertaining to the Chartwell Large Cap Value Fund and Chartwell Small
Cap Value Fund is incorporated herein by reference to exhibit (h)(41)
of Post-Effective Amendment No. 56 filed on September 13, 2002.
(14) Consent of Independent Public Accountants (PricewaterhouseCoopers,
LLP) is filed herewith.
(15) Not Applicable.
C-11
(16)(a) Powers of Attorney for John T. Cooney, William M. Doran, Robert A.
Nesher, Eugene B. Peters, Robert A. Patterson, George J. Sullivan,
James M. Storey, and James R. Foggo are incorporated herein by
reference to exhibit (q) of the Registrant's Post-Effective Amendment
No. 41 on Form N-1A (File No. 33-42484) filed with the Securities and
Exchange Commission on December 13, 2000.
(16)(b) Power of Attorney for Jennifer Spratley is incorporated herein by
reference to exhibit (q)(2) of the Registrant's Post-Effective
Amendment No. 43 on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on February 28, 2001.
(17)(a) Prospectuses and SAI for Chartwell Large Cap Value Fund and Chartwell
Small Cap Value Fund are incorporated by reference to Post-Effective
Amendment No. 56 on Form N-1A (File No. 33-42484) filed with the SEC
on September 13, 2002.
(17)(b) Audited Annual Financial Report for The Advisors' Series Trust dated
February 28, 2002 is incorporated by reference to the The Advisors'
Series Trust's N-30D filed with the SEC on May 9, 2002.
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.
C-12
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been
signed on behalf of the registrant, in the City of Oaks, and Commonwealth of
Pennsylvania on the 17th day of September 2002.
THE ADVISORS' INNER CIRCLE FUND
By: /S/ JAMES R. FOGGO
-----------------------
James R. Foggo, President
As required by the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacity and on the dates
indicated.
* Trustee September 17, 2002
- ---------------------------
John T. Cooney
* Trustee September 17, 2002
- ---------------------------
William M. Doran
* Trustee September 17, 2002
- ---------------------------
Robert A. Nesher
* Trustee September 17, 2002
- ---------------------------
Robert A. Patterson
* Trustee September 17, 2002
- ---------------------------
Eugene Peters
* Trustee September 17, 2002
- ---------------------------
George J. Sullivan, Jr.
* Trustee September 17, 2002
- ---------------------------
James M. Storey
/S/ JAMES R. FOGGO President September 17, 2002
- ---------------------------
James R. Foggo
* Controller & September 17, 2002
- --------------------------- Chief Financial Officer
Jennifer Spratley
*By: /S/ JAMES R. FOGGO
--------------------------
James R. Foggo
Attorney-in-Fact
C-13
EXHIBIT INDEX
Exhibit No. and Description
Item 16. Exhibits:
EX-99.1A Registrant's Agreement and Declaration of Trust dated July 18, 1991,
as originally filed with the SEC on August 29, 1991, is incorporated
herein by reference to exhibit (1)(a) of Post-Effective Amendment No.
32 to the Registrant's Registration Statement on Form N-1A (File
No.33-42484), filed with the Securities and Exchange Commission on
February 27, 1998.
EX-99.1B Registrant's Amendment to the Agreement and Declaration of Trust dated
December 2, 1996, is incorporated herein by reference to exhibit
(1)(a) of Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 13, 1996.
EX-99.1C Registrant's Amendment to the Agreement and Declaration of Trust dated
February 18, 1997, is incorporated herein by reference to exhibit
(1)(b) of Post-Effective Amendment No. 28 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 27, 1997.
EX-99.2A Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on August 29, 1991.
EX-99.2B Registrant's Amended and Restated By-Laws are incorporated herein by
reference to Exhibit (b)(2) of Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on June 22, 2001.
EX-99.3 Not Applicable.
EX-99.4 Agreement and Plan of Reorganization is filed herewith.
EX-99.5 Not Applicable.
EX-99.6A Investment Advisory Agreement between Registrant and HGK Asset
Management, Inc. with respect to HGK Fixed Income Fund dated August
15, 1994 as originally filed with Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on June 15, 1994 is
incorporated herein by reference to exhibit (5)(e) of Post-Effective
Amendment No. 24 to the Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed on February 28, 1996.
EX-99.6B Investment Advisory Agreement between Registrant and AIG Capital
Management Corp. with respect to AIG Money Market Fund originally
filed with Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on September 19, 1994 is
incorporated herein by reference to exhibit (5)(f) of Post-Effective
Amendment No. 28 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed February 27, 1997.
C-14
EX-99.6C Investment Advisory Agreement between Registrant and First Manhattan
Co. with respect to FMC Select Fund dated May 3, 1995 as originally
filed with Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on February 1, 1995 is incorporated
herein by reference to exhibit (5)(g) of Post-Effective Amendment No.
24 to Registrant's Registration Statement on Form N-1A (File No.
33-42484) filed on February 28, 1996.
EX-99.6D Investment Advisory Agreement between Registrant and CRA Real Estate
Securities L.P. dated December 31, 1996 with respect to the CRA Realty
Shares Portfolio is incorporated herein by reference to exhibit (5)(h)
of Post-Effective Amendment No. 29 to the Registrant's Registration
Statement on Form N-1A (File No. 33-42484) filed with the Securities
and Exchange Commission on May 22, 1997.
EX-99.6E Investment Advisory Agreement between Registrant and MDL Capital
Management, Inc. with respect to the MDL Broad Market Fixed Income
Portfolio and the MDL Large Cap Growth Equity Portfolio is
incorporated herein by reference to exhibit (5)(e) of Post-Effective
Amendment No. 32 to the Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on February 27, 1998.
EX-99.6F Investment Advisory Agreement between Registrant and SAGE Global
Funds, LLC with respect to the SAGE Corporate Bond Fund is
incorporated herein by reference to exhibit (5)(f) of Post-Effective
Amendment No. 32 to the Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on February 27, 1998.
EX-99.6G Investment Sub-Advisory Agreement between SAGE Global Funds, LLC and
Standard Asset Group, Inc. with respect to the SAGE Corporate Bond
Fund is incorporated herein by reference to exhibit (5)(i) of
Post-Effective Amendment No. 32 to the Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on February 27, 1998.
EX-99.6H Investment Advisory Agreement between Registrant and LSV Asset
Management Company is incorporated herein by reference to exhibit
(d)(8) of Post-Effective Amendment No. 46 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on June 22, 2001.
EX-99.6I Amended and Restated Schedule to the Investment Advisory Agreement
dated May 3, 1995 between Registrant and First Manhattan Company with
respect to the FMC Select and FMC Strategic Value Funds is
incorporated herein by reference to exhibit (d)(9) of Post-Effective
Amendment No. 34 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on December 29, 1998.
EX-99.6J Investment Advisory Agreement between Registrant and Sterling Partners
Capital Management is incorporated herein by reference to exhibit
(d)(10) of Post-Effective Amendment No. 45 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on April 12, 2001.
C-15
EX-99.6K Investment Advisory Agreement between the Registrant and GLB Fund
Management, Inc. is incorporated herein by reference to exhibit
(d)(11) of Post-Effective Amendment No. 41 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 13, 2000.
EX-99.6L Investment Advisory Agreement between Registrant and Toews Corporation
with respect to the Toews S&P 500 Hedged Index Fund and Toews
Nasdaq-100 Hedged Index Fund is incorporated herein by reference to
exhibit (d)(12) of Post-Effective Amendment No. 46 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on June 22, 2001.
EX-99.6M Investment Advisory Agreement between Registrant and Prospect Asset
Management with respect to The Japan Smaller Companies Fund is
incorporated herein by reference to exhibit (d)(13) of Post-Effective
Amendment No. 46 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on June 22, 2001.
EX-99.6N Investment Advisory Agreement dated August 13, 2001 between Registrant
and Synovus Funds Investment Advisors is incorporated herein by
reference to exhibit (d)(14) of Post-Effective Amendment No. 48 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on November 5, 2001.
EX-99.6O Investment Sub-Advisory Agreement dated August 13, 2001 between
Registrant, Synovus Funds Investment Advisors and Steinberg Priest
Capital Management, Co., Inc. is incorporated herein by reference to
exhibit (d)(15) of Post-Effective Amendment No. 48 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on November 5, 2001.
EX-99.6P Investment Advisory Agreement between Registrant and Cooke & Bieler,
Inc. is incorporated herein by reference to exhibit (d)(16) of
Post-Effective Amendment No. 47 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on August 16, 2001.
EX-99.6Q Investment Advisory Agreement between Registrant and Acadian Asset
Management, Inc. is incorporated herein by reference to exhibit
(d)(17) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
EX-99.6R Investment Advisory Agreement between Registrant and Analytic
Investors, Inc. is incorporated herein by reference to exhibit (d)(18)
of Post-Effective Amendment No. 55 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on August 30, 2002.
EX-99.6S Investment Advisory Agreement between Registrant and Cambiar Investors
LLC is incorporated herein by reference to exhibit (d)(19) of
Post-Effective Amendment No. 55 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on August 30, 2002.
C-16
EX-99.6T Investment Advisory Agreement between Registrant and Chicago Asset
Management Company is incorporated herein by reference to exhibit
(d)(20) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
EX-99.6U Investment Advisory Agreement between Registrant and Fiduciary
Management Associates, Inc. is incorporated herein by reference to
exhibit (d)(21) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
EX-99.6V Investment Advisory Agreement between Registrant and Independence
Investment, LLC is incorporated herein by reference to exhibit (d)(22)
of Post-Effective Amendment No. 55 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on August 30, 2002.
EX-99.6W Investment Advisory Agreement between Registrant and Investment
Counselors of Maryland, LLC is incorporated herein by reference to
exhibit (d)(23) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
EX-99.6X Investment Advisory Agreement between Registrant and C.S. McKee, LLP
is incorporated herein by reference to exhibit (d)(24) of
Post-Effective Amendment No. 55 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on August 30, 2002.
EX-99.6Y Investment Advisory Agreement between Registrant and Rice, Hall, James
& Associates is incorporated herein by reference to exhibit (d)(25) of
Post-Effective Amendment No. 55 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on August 30, 2002.
EX-99.6Z Investment Advisory Agreement between Registrant and Sirach Capital
Management, Inc. is incorporated herein by reference to exhibit
(d)(26) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
EX-99.6AA Investment Advisory Agreement between Registrant and Thompson, Siegel
& Walmsley, Inc. is incorporated herein by reference to exhibit
(d)(27) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
EX-99.6BB Form of Investment Advisory Agreement between Registrant and Commerce
Capital Markets, Inc. is incorporated herein by reference to exhibit
(d)(28) of Post-Effective Amendment No. 55 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on August 30, 2002.
EX-99.6CC Form of Investment Advisory Agreement between Registrant and McKinley
Capital Management, Inc. is incorporated herein by reference to
exhibit (d)(29) of
C-17
Post-Effective Amendment No. 55 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on August 30, 2002.
EX-99.6DD Form of Investment Advisory Agreement between Registrant and Chartwell
Investment Partners is incorporated herein by reference to exhibit
(d)(29) of Post-Effective Amendment No. 56 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on September 13, 2002.
EX-99.7A Amended and Restated Distribution Agreement between Registrant and SEI
Financial Services Company dated August 8, 1994 as originally filed
with Post-Effective Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484) filed with the Securities
and Exchange Commission on September 19, 1994 is incorporated herein
by reference to exhibit (6) of Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484)
filed on February 28, 1996.
EX-99.7B Distribution Agreement between Registrant and CCM Securities, Inc.
dated February 28, 1997 is incorporated herein by reference to exhibit
(6)(b) of Post-Effective Amendment No. 30 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on June 30, 1997.
EX-99.7C Amended and Restated Sub-Distribution and Servicing Agreement between
SEI Investments Company and AIG Equity Sales Corporation is
incorporated herein by reference to exhibit (6)(c) to Post-Effective
Amendment No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 27, 1998.
EX-99.8 Not Applicable.
EX-99.9A Custodian Agreement between Registrant and CoreStates Bank N.A.
originally filed Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on October 28, 1991 is
incorporated herein by reference to exhibit (8) of Post-Effective
Amendment No. 28 filed on February 27, 1997.
EX-99.9B Amended Custodian Agreement between Registrant and CoreStates Bank,
N.A. is incorporated herein by reference to exhibit (g)(2) of
Post-Effective Amendment No. 39 filed on February 25, 2000.
EX-99.9C Custodian Agreement between the Registrant and Union Bank of
California is incorporated herein by reference to exhibit (g)(3) of
Post-Effective Amendment No. 51 filed on June 14, 2002.
EX-99.9D Amendment dated May 21, 2001 to the Custody Agreement dated August 12,
1991 between the Registrant and First Union National Bank is
incorporated herein by reference to exhibit (g)(4) of Post-Effective
Amendment No.51 filed on June 14, 2002.
EX-99.10A Distribution Plan for The Advisors' Inner Circle Fund is incorporated
herein by reference to exhibit (m) of the Registrant's Post-Effective
Amendment No. 41 on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on December 13, 2000.
C-18
EX-99.10B Distribution and Shareholder Servicing Plan for the Toews Funds is
incorporated herein by reference to exhibit (m)(2) of the Registrant's
Post-Effective Amendment No. 42 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on February 26, 2001.
EX-99.10C Form of Distribution Plan for the Chartwell Large Cap Growth Fund and
Chartwell Small Cap Growth Fund is incorporated herein by reference to
exhibit (m)(3) of the Registrant's Post-Effective Amendment No. 56 on
Form N-1A (File No. 33-42484) filed with the Securities and Exchange
Commission on September 13, 2002.
EX-99.11 Opinion and Consent of Morgan, Lewis & Bockius LLP that the shares
will be validly issued, fully paid and non-assessable is filed
herewith.
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.
EX-99.13A Amended and Restated Administration Agreement between Registrant and
SEI Financial Management Corporation, including schedules relating to
Clover Capital Equity Value Fund, Clover Capital Fixed Income Fund,
White Oak Growth Stock Fund, Pin Oak Aggressive Stock Fund, Roulston
Midwest Growth Fund, Roulston Growth and Income Fund, Roulston
Government Securities Fund, A+P Large-Cap Fund, Turner Fixed Income
Fund, Turner Small Cap Fund, Turner Growth Equity Fund, Morgan
Grenfell Fixed Income Fund, Morgan Grenfell Municipal Bond Fund and
HGK Fixed Income Fund dated May 17, 1994 as originally filed with
Post-Effective Amendment No. 15 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on June 15, 1994 is incorporated herein by
reference to exhibit (9) of Post-Effective Amendment No. 24 filed on
February 28, 1996.
EX-99.13B Schedule dated November 11, 1996 to Administration Agreement dated
November 14, 1991 as Amended and Restated May 17, 1994 adding the CRA
Realty Shares Portfolio is incorporated herein by reference to exhibit
(9)(a) of Post-Effective Amendment No. 29 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on May 22, 1997.
EX-99.13C Shareholder Service Plan and Agreement for the Class A Shares of the
CRA Realty Shares Portfolio is incorporated herein by reference to
exhibit (9)(b) of Post-Effective Amendment No. 30 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on June 30, 1997.
EX-99.13D Schedule to Amended and Restated Administration Agreement dated May 8,
1995 to the Administration Agreement dated November 14, 1991 as
Amended and Restated May 17, 1994 with respect to the FMC Select Fund
is incorporated herein by reference to exhibit (9)(d) of
Post-Effective Amendment No. 28 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 27, 1997.
EX-99.13E Consent to Assignment and Assumption of Administration Agreement dated
June 1, 1996 is incorporated herein by reference to exhibit (9)(f) of
Post-Effective
C-19
Amendment No. 28 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 27, 1997.
EX-99.13F Schedule to the Amended and Restated Administration Agreement adding
the MDL Broad Market Fixed Income Fund and the MDL Large Cap Growth
Equity Fund incorporated herein by reference to exhibit (9)(f) of
Post-Effective Amendment No. 32 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 27, 1998.
EX-99.13G Schedule to the Amended and Restated Administration Agreement adding
the SAGE Corporate Fixed Bond Fund is incorporated herein by reference
to exhibit (9)(g) of Post-Effective Amendment No. 32 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 27, 1998.
EX-99.13H Schedule dated May 19, 1997 to Administration Agreement dated November
14, 1991 between the Advisors' Inner Circle Fund and SEI Financial
Management Corporation adding the AIG Money Market Fund is
incorporated herein by reference to exhibit (9)(h) of Post-Effective
Amendment No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 27, 1998.
EX-99.13I Schedule to Administration Agreement relating to the CRA Realty
Portfolio is incorporated herein by reference to exhibit (9)(i) of
Post-Effective Amendment No. 32 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 27, 1998.
EX-99.13J Shareholder Servicing Agreement for AIG Money Market Fund is
incorporated herein by reference to Post-Effective Amendment No. 32 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on February 27,
1998.
EX-99.13K Transfer Agency Agreement dated November 30, 1994 is incorporated
herein by reference to exhibit (9)(k) of Post-Effective Amendment No.
32 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on
February 27, 1998.
EX-99.13L Amendment dated August 17, 1998 to the Schedule dated May 8, 1995 to
the Administration Agreement dated November 14, 1991 as amended and
restated May 17, 1994 between Registrant and SEI Financial Management
Corporation is incorporated herein by reference to exhibit (h)(12) of
Post-Effective Amendment No. 34 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on December 29, 1998.
EX-99.13M Assignment and Assumption Agreement dated February 27, 1998 between
Registrant and Oak Associates Funds is incorporated herein by
reference to exhibit (h)(13) of Post-Effective Amendment No. 34 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on December 29,
1998.
EX-99.13N Amended Schedule dated March 15, 1999 to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994, relating
to LSV Value Equity Fund, between Registrant and SEI Fund Resources is
incorporated
C-20
by reference to exhibit (h)(14) of Post-Effective Amendment No. 39 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on February 25,
2000.
EX-99.13O Amended Schedule dated August 15, 1999 to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994, relating
to HGK Fixed Income Fund, HGK Equity Value Fund and HGK Mid Cap Value
Fund, between Registrant and SEI Investments Mutual Funds Services is
incorporated by reference to exhibit (h)(15) of Post-Effective
Amendment No. 39 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 25, 2000.
EX-99.13P Administration Agreement dated August 20, 1999 between Registrant, LSV
Asset Management and Fidelity Brokerage Services, Inc. and National
Financial Services Corporation is incorporated by reference to exhibit
(h)(16) of Post-Effective Amendment No. 39 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 25, 2000.
EX-99.13Q Amended Schedule dated December 1, 1999 to the Administration
Agreement dated November 14, 1991 as amended and restated May 17,
1994, relating CRA Realty Shares Portfolio, between Registrant and SEI
Fund Resources is incorporated by reference to exhibit (h)(17) of
Post-Effective Amendment No. 39 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 25, 2000.
EX-99.13R Amendment dated August 18, 1999 to the Operating Agreement dated
January 5, 1996, relating to LSV Value Equity Fund, between the
Registrant, LSV Asset Management and Charles Schwab & Co, Inc. is
incorporated by reference to exhibit (h)(18) of Post-Effective
Amendment No. 39 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on February 25, 2000.
EX-99.13S Schedule dated May 19, 2000 to the Administration Agreement dated
November 14, 1991 between the Registrant and SEI Investments Mutual
Funds Services relating to the AIG Money Market Fund is incorporated
herein by reference to exhibit (h)(19) of the Registrant's
Post-Effective Amendment No. 40 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on July 17, 2000.
EX-99.13T Schedule dated May 22, 2000 to the Administration Agreement dated
November 14, 1991 as amended and restated May 17, 1994 between the
Registrant and SEI Investments Mutual Funds Services relating to the
FMC Select and Strategic Value Funds is incorporated herein by
reference to exhibit (h)(20) of the Registrant's Post-Effective
Amendment No. 40 on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on July 17, 2000.
EX-99.13U Transfer Agency and Services Agreement dated October 1, 2000, between
the Registrant and Forum Shareholder Services, LLC, is incorporated
herein by reference to exhibit (h)(21) of the Registrant's
Post-Effective Amendment No. 41 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on December 13, 2000.
C-21
EX-99.13V Schedule to the Administration Agreement between Registrant and SEI
Investments Mutual Funds Services relating to the GLB Aggressive
Growth Fund is incorporated herein by reference to exhibit (h)(22) of
the Registrant's Post-Effective Amendment No. 41 on Form N-1A (File
No. 33-42484) filed with the Securities and Exchange Commission on
December 13, 2000.
EX-99.13W Schedule to the Administration Agreement between Registrant and SEI
Investments Mutual Funds Services relating to the Sterling Partners'
Balanced Portfolio and Sterling Partners' Small Cap Value Portfolio is
incorporated herein by reference to exhibit (h)(23) of the
Registrant's Post-Effective Amendment No. 42 on Form N-1A (File No.
33-42484) filed with the Securities and Exchange Commission on
February 26, 2001.
EX-99.13X Schedule to the Administration Agreement between Registrant and SEI
Investments Mutual Funds Services relating to the Toews S&P 500 Hedged
Index Portfolio and Toews NASDAQ 100 Hedged Index Portfolio is
incorporated herein by reference to exhibit (h)(24) of the
Registrant's Post-Effective Amendment No. 42 on Form N-1A (File No.
33-42484) filed with the Securities and Exchange Commission on
February 26, 2001.
EX-99.13Y LSV Asset Management Contractual Fee Waiver Agreement is incorporated
herein by reference to exhibit (h)(25) of the Registrant's
Post-Effective Amendment No. 49 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on February 28, 2002.
EX-99.13Z HGK Asset Management Contractual Fee Waiver Agreement is incorporated
herein by reference to exhibit (h)(26) of the Registrant's
Post-Effective Amendment No. 49 on Form N-1A (File No. 33-42484) filed
with the Securities and Exchange Commission on February 28, 2002.
EX-99.13AA Schedule dated May 21, 2001 to the Administration Agreement dated
November 14, 1991 as amended and restated May 17, 1994 between the
Registrant and SEI Fund Resources is incorporated herein by reference
to exhibit (h)(27) of the Registrant's Post-Effective Amendment No.
46 on Form N-1A (File No. 33-42484) filed with the Securities and
Exchange Commission on June 22, 2001.
EX-99.13BB Toews Corporation Contractual Fee Waiver Agreement is incorporated
herein by reference to exhibit (h)(28) of the Registrant's
Post-Effective Amendment No. 49 on Form N-1A (File No. 33-42484)
filed with the Securities and Exchange Commission on February 28,
2002.
EX-99.13CC Cooke & Bieler, L.P. Contractual Fee Waiver Agreement is incorporated
herein by reference to exhibit (h)(29) of the Registrant's
Post-Effective Amendment No. 49 on Form N-1A (File No. 33-42484)
filed with the Securities and Exchange Commission on February 28,
2002.
EX-99.13DD Prospect Asset Management Contractual Fee Waiver Agreement is
incorporated herein by reference to exhibit (h)(30) of the
Registrant's Post-Effective Amendment No. 49 on Form N-1A (File No.
33-42484) filed with the Securities and Exchange Commission on
February 28, 2002.
EX-99.13EE Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining
to the Sirach
C-22
Portfolios is incorporated herein by reference to exhibit (h)(31) of
Post-Effective Amendment No. 51 filed on June 14, 2002.
EX-99.13FF Schedule to the Administration Agreement dated November 14, 1991 as
amended and restated May 17, 1994 between the Registrant and SEI
Investments Mutual Funds Services pertaining to the TS&W Portfolios
is incorporated herein by reference to exhibit (h)(32) of
Post-Effective Amendment No.55 filed on August 30, 2002.
EX-99.13GG Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining
to the ICM Small Company Portfolio is incorporated herein by
reference to exhibit (h)(33) of Post-Effective Amendment No. 51 filed
on June 14, 2002.
EX-99.13HH Schedule to the Administration Agreement dated November 14, 1991 as
amended and restated May 17, 1994 between the Registrant and SEI
Investments Mutual Funds Services pertaining to the Analytic
Portfolios is incorporated herein by reference to exhibit (h)(34) of
Post-Effective Amendment No.55 filed on August 30, 2002.
EX-99.13II Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining
to the Cambiar Opportunity Portfolio is incorporated herein by
reference to exhibit (h)(35) of Post-Effective Amendment No. 51 filed
on June 14, 2002.
EX-99.13JJ Schedule to the Administration Agreement dated November 14, 1991 as
amended and restated May 17, 1994 between the Registrant and SEI
Investments Mutual Funds Services pertaining to the Chicago Asset
Management Value Portfolio is incorporated herein by reference to
exhibit (h)(36) of Post-Effective Amendment No.55 filed on August 30,
2002.
EX-99.13KK Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining
to the FMA Small Company Portfolio is incorporated herein by
reference to exhibit (h)(37) of Post-Effective Amendment No. 51 filed
on June 14, 2002.
EX-99.13LL Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining
to the Rice, Hall, James Portfolios is incorporated herein by
reference to exhibit (h)(38) of Post-Effective Amendment No. 51 filed
on June 14, 2002.
EX-99.13MM Schedule to the Administration Agreement dated November 14, 1991 as
amended and restated May 17, 1994 between the Registrant and SEI
Investments Mutual Funds Services pertaining to the Independence
Small Cap Portfolio is incorporated herein by reference to exhibit
(h)(39) of Post-Effective Amendment No.55 filed on August 30, 2002.
EX-99.13NN Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining
to the Acadian Emerging Markets Portfolio is incorporated herein by
reference to exhibit (h)(40) of Post-Effective Amendment No. 51 filed
on June 14, 2002.
EX-99.13OO Schedule, dated February 20, 2002, to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
the Registrant and SEI Investments Mutual Funds Services pertaining
to the McKee International Equity Portfolio is incorporated herein by
reference to exhibit (h)(41) of Post-Effective Amendment No. 51 filed
on June 14, 2002.
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EX-99.13PP Schedule to the Transfer Agency Agreement between the Registrant and
DST Systems, Inc. pertaining to the Sirach Growth, Sirach Equity,
Sirach Special Equity, Sirach Bond, Sirach Strategic Balanced, Rice,
Hall James Micro Cap, Rice, Hall James Small/Mid Cap, McKee
International Equity, TS&W Equity, TS&W Fixed Income, TS&W
International Equity, Analytic Defensive Equity, Analytic
International, Analytic Short-Term Income, FMA Small Company, ICM
Small Company, Cambiar Opportunity, Independence Small Cap, Acadian
Emerging Markets and Chicago Asset Management Value Portfolios is
incorporated herein by reference to exhibit (h)(42) of Post-Effective
Amendment No.51 filed on June 14, 2002.
EX-99.13QQ Form of Schedule, dated August 12, 2002, to the Administration
Agreement dated November 14, 1991 as amended and restated May 17,
1994 between the Registrant and SEI Investments Mutual Funds Services
pertaining to the Commerce Capital Government Money Market Fund is
incorporated herein by reference to exhibit (h)(41) of Post-Effective
Amendment No. 56 filed on September 13, 2002.
EX-99.13RR Form of Schedule, dated August 12, 2002, to the Administration
Agreement dated November 14, 1991 as amended and restated May 17,
1994 between the Registrant and SEI Investments Mutual Funds Services
pertaining to the McKinley Large Cap Growth Fund is incorporated
herein by reference to exhibit (h)(41) of Post-Effective Amendment
No. 56 filed on September 13, 2002.
EX-99.13SS Form of Schedule, dated September 17, 2002, to the Administration
Agreement dated November 14, 1991 as amended and restated May 17,
1994 between the Registrant and SEI Investments Mutual Funds Services
pertaining to the Chartwell Large Cap Value Fund and Chartwell Small
Cap Value Fund is incorporated herein by reference to exhibit (h)(41)
of Post-Effective Amendment No. 56 filed on September 13, 2002.
EX-99.14 Consent of Independent Public Accountants (PricewaterhouseCoopers,
LLP) is filed herewith.
EX-99.15 Not Applicable.
EX-99.16A Powers of Attorney for John T. Cooney, William M. Doran, Robert A.
Nesher, Eugene B. Peters, Robert A. Patterson, George J. Sullivan,
James M. Storey, and James R. Foggo are incorporated herein by
reference to exhibit (q) of the Registrant's Post-Effective Amendment
No. 41 on Form N-1A (File No. 33-42484) filed with the Securities and
Exchange Commission on December 13, 2000.
EX-99.16B Power of Attorney for Jennifer Spratley is incorporated herein by
reference to exhibit (q)(2) of the Registrant's Post-Effective
Amendment No. 43 on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on February 28, 2001.
EX-99.17A Prospectuses and SAI for Chartwell Large Cap Value Fund and Chartwell
Small Cap Value Fund are incorporated by reference to Post-Effective
Amendment No. 56 on Form N-1A (File No. 33-42484) filed with the SEC
on September 13, 2002.
EX-99.17B Audited Annual Financial Report for The Advisors' Series Trust dated
February 28, 2002 is incorporated by reference to the Registrant's
N-30D filed with the SEC on May 9, 2002.
C-24