AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 2017
1933 Act File No. 333-221524
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. 1
POST-EFFECTIVE AMENDMENT NO.
THE ADVISORS' INNER CIRCLE FUND
(Exact Name of Registrant as Specified in Charter)
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Address of Principal Executive Offices, Zip Code)
1-800-932-7781
(Registrant's Telephone Number)
Michael Beattie
c/o SEI Investments
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
Copy to:
Sean Graber, Esquire Dianne M. Descoteaux, Esquire
Morgan, Lewis & Bockius LLP c/o SEI Investments
1701 Market Street One Freedom Valley Drive
Philadelphia, Pennsylvania 19103 Oaks, Pennsylvania 19456
Title of Securities being Registered: Institutional Class Shares each of the AT
All Cap Growth Fund and AT Equity Income Fund.
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective under the Securities Act of 1933, as
amended.
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 January 12, 2018
pursuant to Rule 488 under the Securities Act of 1933, as amended.
TRUST FOR PROFESSIONAL MANAGERS
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
615 East Michigan Street, 2nd Floor
Milwaukee, Wisconsin 53201-0701
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
OF GENEVA ADVISORS ALL CAP GROWTH FUND AND GENEVA ADVISORS
EQUITY INCOME FUND
TO BE HELD ON JANUARY 26, 2018
A joint special meeting (the "Meeting") of the shareholders of Geneva
Advisors All Cap Growth Fund and Geneva Advisors Equity Income Fund (each, a
"Target Fund" and together, the "Target Funds"), each a series of Trust for
Professional Managers (the "Target Trust"), will be held on January 26, 2018 at
10:00 a.m., Central Time, at the offices of the Target Funds' administrator,
U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin
53202, to vote on the following proposals (collectively, the "Proposals"):
PROPOSALS 1-2
PROPOSAL 1
To approve an Agreement and Plan of Reorganization between the Target
Trust, on behalf of Geneva Advisors All Cap Growth Fund, and The Advisors' Inner
Circle Fund (the "Acquiring Trust"), on behalf of AT All Cap Growth Fund, a
newly created series of the Acquiring Trust, pursuant to which: (a) the AT All
Cap Growth Fund will acquire all of the assets and assume all of the liabilities
of the Geneva Advisors All Cap Growth Fund in exchange for the class of shares
of the AT All Cap Growth Fund designated "Institutional Class shares" of equal
value to the net assets of the Geneva Advisors All Cap Growth Fund; and (b) the
Geneva Advisors All Cap Growth Fund will distribute the AT All Cap Growth Fund's
shares to its shareholders, in connection with the liquidation of the Geneva
Advisors All Cap Growth Fund (the "All Cap Growth Fund Reorganization").
PROPOSAL 2
To approve an Agreement and Plan of Reorganization between the Target
Trust, on behalf of Geneva Advisors Equity Income Fund, and the Acquiring Trust,
on behalf of AT Equity Income Fund (together with the AT All Cap Growth Fund,
the "Acquiring Funds" and each, an "Acquiring Fund"), a newly created series of
the Acquiring Trust, pursuant to which: (a) the AT Equity Income Fund will
acquire all of the assets and assume all of the liabilities of the Geneva
Advisors Equity Income Fund, in exchange for the class of shares of the AT
Equity Income Fund designated "Institutional Class shares" of equal value to the
net assets of the Geneva Advisors Equity Income Fund; and (b) the Geneva
Advisors Equity Income Fund will distribute the AT Equity Income Fund's shares
to its shareholders, in connection with the liquidation of the Target Fund (the
"Equity Income Fund Reorganization" and together with the All Cap Growth Fund
Reorganization, the "Reorganizations" and each, a "Reorganization").
Shareholders of each Target Fund will vote separately on each
Reorganization, as shown below:
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TARGET FUND ACQUIRING FUND PROPOSAL #
------------------------------------------------------------------------------------------------------
Geneva Advisors All Cap Growth Fund AT All Cap Growth Fund 1
------------------------------------------------------------------------------------------------------
Geneva Advisors Equity Income Fund AT Equity Income Fund 2
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PROPOSALS 3-4
To approve a new investment advisory agreement between AT Investment
Advisers, Inc. ("ATIA") and the Target Trust on behalf of each Target Fund (the
"Advisory Agreement") pursuant to which ATIA will provide investment advisory
services to each Target Fund until the date of the closing of the Reorganization
relating to such Target Fund and permitting ATIA to receive investment advisory
fees currently held in escrow and accrued in connection with investment advisory
services provided by ATIA to the Target Fund since August 31, 2017.
Shareholders of each Target Fund will vote separately on the Advisory
Agreement, as shown below:
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TARGET FUND PROPOSAL #
--------------------------------------------------------------------------------
Geneva Advisors All Cap Growth Fund 3
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Geneva Advisors Equity Income Fund 4
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Target Fund shareholders of record as of the close of business on December
6, 2017 are entitled to notice of, and to vote at, the Meeting or any
adjournment of the Meeting. Each Proposal will be effected only if the
applicable Target Fund's shareholders approve such Proposal.
The Board of Trustees of the Target Trust (the "Target Trust Board")
requests that you vote your shares by completing the enclosed proxy card and
returning it in the enclosed postage paid return envelope or by voting by
telephone or via the internet using the instructions on the proxy card.
THE TARGET TRUST BOARD RECOMMENDS THAT YOU CAST YOUR VOTE FOR THE PROPOSALS
AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.
If you are voting by mail, please sign and promptly return the proxy card
in the postage paid return envelope regardless of the number of shares owned.
Proxy card instructions may be revoked at any time before they are
exercised by submitting a written notice of revocation or a subsequently
executed proxy card or by attending the Meeting and voting in person.
/s/ Adam W. Smith
-------------------------------
Adam W. Smith, Esq., Secretary
Trust for Professional Managers
December 26, 2017
GENEVA ADVISORS ALL CAP GROWTH FUND AT ALL CAP GROWTH FUND
AND AND
GENEVA ADVISORS EQUITY INCOME FUND, AT EQUITY INCOME FUND,
EACH A SERIES OF TRUST FOR PROFESSIONAL EACH A SERIES OF THE ADVISORS' INNER
MANAGERS CIRCLE FUND
C/O U.S. BANCORP FUND SERVICES, LLC ONE FREEDOM VALLEY DRIVE
P.O. BOX 701 OAKS, PENNSYLVANIA 19456
MILWAUKEE, WISCONSIN 53201-0701 (866) 773-3238
(800) 443-2862
PROXY STATEMENT/PROSPECTUS
DECEMBER 26, 2017
INTRODUCTION
This Proxy Statement/Prospectus contains information that shareholders of
Geneva Advisors All Cap Growth Fund and Geneva Advisors Equity Income Fund
(each, a "Target Fund" and together, the "Target Funds"), each a series of Trust
for Professional Managers (the "Target Trust"), should know before voting on the
proposed reorganizations and investment advisory agreements that are described
herein, and should be retained for future reference. This document is both the
proxy statement of the Target Funds and also a prospectus for the AT All Cap
Growth Fund and AT Equity Income Fund (each, an "Acquiring Fund" and together,
the "Acquiring Funds"), each a newly created series of The Advisors' Inner
Circle Fund (the "Acquiring Trust"). Each of the Target Funds and the Acquiring
Funds (each a "Fund" and collectively, the "Funds") is a series of a registered
open-end management investment company.
A special meeting of the shareholders of the Target Funds (the "Meeting")
will be held at the offices of Target Funds' administrator, U.S. Bancorp Fund
Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 on January
25, 2018 at 10:00 a.m., Central Time. At the Meeting, shareholders of the Target
Funds will be asked to consider the following proposals (collectively, the
"Proposals"):
PROPOSALS 1-2
PROPOSAL 1
To approve an Agreement and Plan of Reorganization between the Target
Trust, on behalf of Geneva Advisors All Cap Growth Fund, and the Acquiring
Trust, on behalf of AT All Cap Growth Fund, pursuant to which: (a) the AT All
Cap Growth Fund will acquire all of the assets and assume all of the liabilities
of the Geneva Advisors All Cap Growth Fund in exchange for the class of shares
of the AT All Cap Growth Fund designated "Institutional Class shares" of equal
value to the net assets of the Geneva Advisors All Cap Growth Fund; and (b) the
Geneva Advisors All Cap Growth Fund will distribute the AT All Cap Growth Fund's
shares to its shareholders, in connection with the liquidation of the Geneva
Advisors All Cap Growth Fund (the "All Cap Growth Fund Reorganization").
PROPOSAL 2
To approve an Agreement and Plan of Reorganization between the Target
Trust, on behalf of Geneva Advisors Equity Income Fund, and the Acquiring Trust,
on behalf of AT Equity Income Fund (together with the AT All Cap Growth Fund,
the "Acquiring Funds" and each, an "Acquiring Fund"), pursuant to which: (a) the
AT Equity Income Fund will acquire all of the assets and assume all of the
liabilities of the Geneva Advisors Equity Income Fund, in exchange for the class
of shares of the AT Equity Income Fund designated "Institutional Class shares"
of equal value to the net assets of the Geneva Advisors Equity Income Fund; and
(b) the Geneva Advisors Equity Income Fund will distribute the AT Equity Income
Fund's shares to its shareholders, in connection with the liquidation of the
Target Fund (the "Equity Income Fund Reorganization" and together with the All
Cap Growth Fund Reorganization, the "Reorganizations" and each, a
"Reorganization").
Shareholders of each Target Fund will vote separately on each
Reorganization, as shown below:
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TARGET FUND ACQUIRING FUND PROPOSAL #
------------------------------------------------------------------------------------------------------
Geneva Advisors All Cap Growth Fund AT All Cap Growth Fund 1
------------------------------------------------------------------------------------------------------
Geneva Advisors Equity Income Fund AT Equity Income Fund 2
------------------------------------------------------------------------------------------------------
PROPOSALS 3-4
To approve a new investment advisory agreement between AT Investment
Advisers, Inc. ("ATIA") and the Target Trust on behalf of each Target Fund (the
"Advisory Agreement") pursuant to which ATIA will provide investment advisory
services to each Target Fund until the date of the closing of the Reorganization
relating to such Target Fund and permitting ATIA to receive investment advisory
fees currently held in escrow and accrued in connection with investment advisory
services provided by ATIA to the Target Fund since August 31, 2017.
Shareholders of each Target Fund will vote separately on the Advisory
Agreement, as shown below:
--------------------------------------------------------------------------------
TARGET FUND PROPOSAL #
--------------------------------------------------------------------------------
Geneva Advisors All Cap Growth Fund 3
--------------------------------------------------------------------------------
Geneva Advisors Equity Income Fund 4
--------------------------------------------------------------------------------
The total value of an Acquiring Fund's shares that shareholders of the
corresponding Target Fund will receive in a Reorganization will be the same as
the total value of the shares of the Target Fund that such shareholders held
immediately prior to the Reorganization. Each Reorganization is anticipated to
be a tax-free transaction, meaning that shareholders are not expected to be
required to pay any federal income tax in connection with the Reorganization.
For more detailed information about the federal income tax consequences of each
Reorganization, please refer to the section titled "The Proposed Reorganization
Federal Income Tax Considerations" below. No sales charges will be imposed in
connection with a Reorganization.
Although the Board of Trustees of the Target Trust (the "Target Trust
Board") recommends that shareholders approve each Proposal, shareholder approval
of one Proposal is not contingent upon shareholder approval of any other
Proposal. Accordingly, if the shareholders of Geneva Advisors All Cap Growth
Fund approve the proposed Reorganization of that Target Fund, then the
Reorganization of that Target Fund will occur, regardless of the outcome of the
shareholder vote to approve the proposed Reorganization of Geneva Advisors
Equity Income Fund. Similarly, if the shareholders of Geneva Advisors Equity
Income Fund approve the proposed Reorganization of that Target Fund, then the
Reorganization of that Target Fund will occur, regardless of the outcome of the
shareholder vote to approve the proposed Reorganization of Geneva Advisors All
Cap Growth Fund. In either such case, the Board will consider what further
actions to take with respect to one or both Target Funds that will not be
reorganized, which may include liquidation of one or both such Target Funds.
If the shareholders of a Target Fund approve the Reorganization of that
Target Fund, but do not approve the Advisory Agreement relating to the Target
Fund, ATIA will continue to serve as investment adviser to that Target Fund
pursuant to an interim advisory agreement entered into between ATIA and the
Target Trust, on behalf of the Target Funds (the "Interim Advisory Agreement"),
until the earlier of the Interim Advisory Agreement's expiration or the closing
of the Reorganization. Under these circumstances, if the Interim Advisory
Agreement for a Target Fund expires prior to the Reorganization, the Target
Trust Board will consider what further actions to take with respect to that
Target Fund, which may include its liquidation.
If the shareholders of a Target Fund do not approve the Reorganization of
the Target Fund, but approve the Advisory Agreement relating to the Target Fund,
ATIA will be paid the total amount of advisory fees accrued with respect to the
Target Fund held in escrow (plus interest) and ATIA will serve
ii
as investment advisor to such Target Fund under the Advisory Agreement until
the Target Trust Board considers what further actions to take with respect to
that Target Fund, which may include its liquidation.
The Target Trust Board has fixed the close of business on December 6, 2017
as the record date ("Record Date") for the determination of Target Fund
shareholders entitled to notice of and to vote at the Meeting and at any
adjournment thereof. Shareholders of each Target Fund on the Record Date will be
entitled to one vote for each share of the Target Fund held (and a proportionate
fractional vote for each fractional share). This Proxy Statement/Prospectus, the
enclosed Notice of Special Meeting of Shareholders, and the enclosed proxy card
will be mailed on or about December 26, 2017 to all shareholders eligible to
vote on the Reorganization.
The Target Trust Board has approved the Agreement and Plan of
Reorganization with respect to each Target Fund and has determined that each
Reorganization is in the best interests of the applicable Target Fund and will
not dilute the interests of the existing shareholders of such Target Fund.
Accordingly, the Target Trust Board recommends that shareholders of each Target
Fund vote "FOR" the approval of the Agreement and Plan of Reorganization. If
shareholders of either Target Fund do not approve the Agreement and Plan of
Reorganization, the Target Trust Board will consider what further action is
appropriate for such Target Fund.
Additional information about the Funds is available in the following:
1. Prospectus dated December 29, 2016 for Trust for Professional
Managers, with respect to the Target Funds (filed via EDGAR on
December 20, 2016, Accession No. 0000894189-16-013558) ("Target Funds
Prospectus");
2. Supplement dated September 19, 2017 to the Target Funds Prospectus
(filed via EDGAR on September 19, 2017, Accession No.
0000894189-17-004950);
3. Statement of Additional Information dated December 29, 2016 for Trust
for Professional Managers, with respect to the Target Funds (filed via
EDGAR on December 20, 2016, Accession No. 0000894189-16-013558)
("Target Funds SAI");
4. Supplement dated September 19, 2017 to the Target Funds SAI (filed
via EDGAR on September 19, 2017, Accession No. 0000894189-17-004950);
5. Prospectus dated December 13, 2017 for The Advisors' Inner Circle
Fund, with respect to the Acquiring Funds (filed via EDGAR on December
13, 2017, Accession No. 0001135428-17-001113) ("Acquiring Funds
Prospectus");
6. Statement of Additional Information dated December 13, 2017 for The
Advisors' Inner Circle Fund, with respect to the Acquiring Funds
(filed via EDGAR on December 13, 2017, Accession No.
0001135428-17-001113); and
7. The audited financial statements and related report of the
independent public accounting firm included in the Trust for
Professional Managers Annual Report to Shareholders for the fiscal
year ended August 31, 2017, with respect to the Target Funds (filed
via EDGAR on November 3, 2017, Accession No. 0000898531-17-000541)
("2017 Annual Report").
These documents are on file with the Securities and Exchange Commission
(the "SEC"). The Target Funds Prospectus, as supplemented, is incorporated
herein by reference and is legally deemed to be part of this Proxy
Statement/Prospectus. A copy of the current prospectus of the Acquiring Funds
accompanies this Proxy Statement/Prospectus and is incorporated herein by
reference and is legally deemed to be part of this Proxy Statement/Prospectus.
The Statement of Additional Information (the "SAI") to this Proxy
Statement/Prospectus also is incorporated herein by reference and is legally
deemed
iii
to be part of this Proxy Statement/Prospectus. The 2017 Annual Report also is
incorporated herein by reference and is legally deemed to be part of this Proxy
Statement/Prospectus. The Target Funds' prospectus and the most recent annual
report to shareholders of the Target Funds, containing audited financial
statements for the most recent fiscal year, have been previously mailed to
shareholders and are available on the Target Funds' website at
www.genevafunds.com.
Copies of all of these documents are available upon request without charge
by writing to or calling:
FOR TARGET FUND DOCUMENTS: FOR ACQUIRING FUND DOCUMENTS:
--------------------------------------------------------------------------------
TRUST FOR PROFESSIONAL MANAGERS THE ADVISORS' INNER CIRCLE FUND
C/O U.S. BANCORP FUND SERVICES, LLC ONE FREEDOM VALLEY DRIVE
P.O. BOX 701 OAKS, PENNSYLVANIA 19456
MILWAUKEE, WISCONSIN 53201-0701 (866) 773-3238
(800) 443-2862
You also may view or obtain these documents from the SEC's Public Reference
Room, which is located at 100 F Street, N.E., Washington, D.C. 20549-1520, or
from the SEC's website at www.sec.gov. Information on the operation of the SEC's
Public Reference Room may be obtained by calling the SEC at (202) 551-8090. You
can also request copies of these materials, upon payment at the prescribed rates
of the duplicating fee, by electronic request to the SEC's e-mail address
(publicinfo@sec.gov) or by writing the Public Reference Branch, Office of
Consumer Affairs and Information Services, SEC, Washington, D.C. 20549-1520.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THE FUNDS
IS NOT A DEPOSIT WITH A BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER GOVERNMENT AGENCY. YOU MAY
LOSE MONEY BY INVESTING IN THE FUNDS.
iv
TABLE OF CONTENTS
PAGE
PROPOSALS 1-2: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION
QUESTIONS AND ANSWERS ..................................................... 1
Why are you sending me the Proxy Statement/Prospectus? .................. 1
On what am I being asked to vote? ....................................... 1
What are the reasons for the proposed Reorganizations? .................. 1
Has my Fund's Board of Trustees approved the Agreement and Plan
of Reorganization and the Reorganizations? ............................ 2
What effect will the applicable Reorganization have on me as a
shareholder? .......................................................... 2
How do the Funds' investment objectives, principal investment
strategies and principal risks compare? ............................... 2
How do the Funds' fees and expenses compare? ............................ 3
How do the performance records of the Funds compare? .................... 3
How do the investment advisers and distributors of the Funds
compare? .............................................................. 3
How do the Funds' other service providers compare? ...................... 4
Will the Acquiring Funds have different portfolio managers
than their corresponding Target Funds? ................................ 4
How do the Funds' purchase and redemption procedures and
exchange policies compare? ............................................ 4
How do the Funds' sales charges and distribution arrangements
compare? .............................................................. 5
Who will bear the expenses associated with the Reorganization? .......... 6
Will there be any tax consequences resulting from the Proposals? ........ 6
When are the Reorganizations expected to occur? ......................... 6
How do I vote on the Reorganizations? ................................... 6
What will happen if shareholders of a Target Fund do not
approve its Reorganization? ........................................... 6
What if I do not wish to participate in a Reorganization? ............... 7
Where can I find more information about the Funds and the
Reorganizations? ...................................................... 7
ADDITIONAL INFORMATION ABOUT THE FUNDS .................................... 7
Comparison of Investment Objectives ..................................... 7
Comparison of Principal Investment Strategies ........................... 7
Comparison of Principal Risks of Investing in the Funds ................. 9
Comparison of Fees and Expenses ......................................... 18
Comparison of Performance ............................................... 22
Comparison of Fundamental and Non-Fundamental Investment Policies ....... 25
Comparison of Share Classes and Distribution Arrangements ............... 28
Comparison of Purchase and Redemption Procedures, Exchange Policies
and Redemption Fees ................................................... 28
Comparison of Distribution Policies ..................................... 30
Comparison of Business Structures, Shareholder Rights and
Applicable Law ........................................................ 30
THE PROPOSED REORGANIZATIONS .............................................. 32
Summary of Agreement and Plan of Reorganization ......................... 32
Board Considerations in Approving the Reorganizations ................... 33
Federal Income Tax Considerations ....................................... 35
Costs of the Reorganizations ............................................ 37
Board Recommendation .................................................... 37
PROPOSALS 3-4: TO APPROVE AN INVESTMENT ADVISORY AGREEMENT ................ 37
Board Considerations in Approving the Advisory Agreement ................ 39
Information about AT Investment Advisers, Inc ........................... 42
v
Section 15(f) of the 1940 Act ........................................... 42
Brokerage Commissions ................................................... 43
Board Recommendation .................................................... 43
VOTING INFORMATION ........................................................ 43
Proxy Statement/Prospectus .............................................. 43
Voting Rights ........................................................... 44
Quorum; Adjournment ..................................................... 44
Vote Required ........................................................... 44
Share Ownership by Large Shareholders, Management and Trustees .......... 45
OTHER MATTERS ............................................................. 45
Capitalization .......................................................... 45
Dissenters' Rights ...................................................... 46
Shareholder Proposals ................................................... 46
WHERE TO FIND ADDITIONAL INFORMATION ...................................... 47
LEGAL MATTERS ............................................................. 47
EXPERTS ................................................................... 47
EXHIBITS
EXHIBIT A Outstanding Shares of the Target Funds .......................... A-1
EXHIBIT B Ownership of the Target Funds ................................... B-1
EXHIBIT C Comparison of Business Structures, Shareholder
Rights and Applicable Law ............................................... C-1
EXHIBIT D Form of Agreement and Plan of Reorganization .................... D-1
EXHIBIT E Form of Investment Advisory Agreement ........................... E-1
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS REGARDING THE REORGANIZATIONS OTHER
THAN THOSE CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS OR RELATED SOLICITATION
MATERIALS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND YOU SHOULD
NOT RELY ON SUCH OTHER INFORMATION OR REPRESENTATIONS.
vi
PROPOSALS 1-2: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION
Shareholders of each Target Fund are being asked to consider and approve
the Agreement and Plan of Reorganization that will have the effect of
reorganizing the Target Fund with and into the corresponding Acquiring Fund. The
Agreement and Plan of Reorganization provides that (a) each Acquiring Fund will
acquire all of the assets and assume all of the liabilities of its corresponding
Target Fund, in exchange for the class of shares of the Acquiring Fund
designated "Institutional Class shares" of equal value to the net assets of the
Target Fund; (b) each Target Fund will distribute the corresponding Acquiring
Fund shares to its shareholders; and (c) the liquidation of the Target Fund.
QUESTIONS AND ANSWERS
This section summarizes in a question and answer format the key points that
the Funds believe may be of interest to shareholders considering the Proposals.
For a more complete understanding, please refer to the information contained
elsewhere in this Proxy Statement/Prospectus, in the Agreement and Plan of
Reorganization and/or in the prospectuses and SAIs of the Funds. Shareholders
should read the entire Proxy Statement/Prospectus and the prospectus of the
Acquiring Funds carefully for more complete information.
WHY ARE YOU SENDING ME THE PROXY STATEMENT/PROSPECTUS?
You are receiving this Proxy Statement/Prospectus because you own shares in a
Target Fund as of the Record Date and have the right to vote on the very
important Proposals described herein concerning your Fund. This Proxy
Statement/Prospectus contains information that shareholders of your Target Fund
should know before voting on the proposed Reorganization. This document is both
a proxy statement of your Target Fund and also a prospectus for the
corresponding Acquiring Fund.
ON WHAT AM I BEING ASKED TO VOTE?
You are being asked to approve transitioning your Target Fund to a new fund
family. Specifically, as a shareholder of the Target Fund, you are being asked
to consider and approve the Agreement and Plan of Reorganization pursuant to
which the assets and liabilities of the Target Fund will be transferred to the
corresponding Acquiring Fund, a newly created fund on the Acquiring Trust's
mutual fund platform. If shareholders of your Target Fund approve the Agreement
and Plan of Reorganization, the shareholders will receive Institutional Class
shares of the Acquiring Fund in exchange for their Class R shares and/or Class I
shares of the Target Fund.
WHAT ARE THE REASONS FOR THE PROPOSED REORGANIZATIONS?
On August 31, 2017, Geneva Advisors, LLC ("Geneva"), the prior investment
adviser to each Target Fund, completed the sale of 100% of its equity to
Canadian Imperial Bank of Commerce ("CIBC"), a Canadian-based global financial
institution (the "Transaction"). Following the closing of the Transaction, all
employees of Geneva became employees of AT Investment Advisers, Inc. ("ATIA"), a
subsidiary of CIBC. ATIA currently serves as investment adviser to the Target
Funds pursuant to an interim investment advisory agreement between ATIA and the
Target Trust, on behalf of the Target Funds (the "Interim Advisory Agreement").
ATIA also serves as investment adviser to other mutual funds that are series of
the Acquiring Trust. Therefore, ATIA proposes to reorganize each Target Fund
into the corresponding Acquiring Fund in order to realize operational and
administrative efficiencies that may result from managing the Target Funds on
the same platform as the other funds it advises.
In considering the Reorganizations and the Agreement and Plan of
Reorganization, the Target Trust Board considered these and other factors in
concluding that each Reorganization would be in the best interest of the
applicable Target Fund. The Target Trust Board's considerations are described in
more detail in the "THE PROPOSED REORGANIZATIONS -- Board Considerations in
Approving the Reorganizations" section below.
HAS MY FUND'S BOARD OF TRUSTEES APPROVED THE AGREEMENT AND PLAN OF
REORGANIZATION AND THE REORGANIZATION?
Yes. The Target Trust Board has carefully reviewed the Proposal and
unanimously approved the Agreement and Plan of Reorganization and the
Reorganization for your Fund. THE TARGET TRUST BOARD RECOMMENDS THAT
SHAREHOLDERS OF EACH TARGET FUND VOTE "FOR" THE APPLICABLE PROPOSAL.
WHAT EFFECT WILL THE APPLICABLE REORGANIZATION HAVE ON ME AS A SHAREHOLDER?
Immediately after the Reorganization of your Target Fund, you will hold the
number of full and fractional Institutional Class shares of the applicable
Acquiring Fund equal in value to the value of the Class R shares and/or Class I
shares of the corresponding Target Fund that you held immediately prior to the
closing of the Reorganization. The principal differences between each Target
Fund and the corresponding Acquiring Fund are described in this Proxy
Statement/Prospectus. The prospectus of the Acquiring Funds that accompanies
this Proxy Statement/Prospectus contains additional information about the
Acquiring Funds.
HOW DO THE FUNDS' INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND
PRINCIPAL RISKS COMPARE?
Each Acquiring Fund and its corresponding Target Fund have the same
investment objectives, as described below. Each Fund's investment objective is
classified as non-fundamental, which means that a Target Fund's investment
objective can be changed by the Target Fund Board without shareholder approval
and an Acquiring Fund's investment objective can be changed by the Board of
Trustees of the Acquiring Trust (the "Acquiring Trust Board") without
shareholder approval, although there is no present intention to do so.
INVESTMENT OBJECTIVES
GENEVA ADVISORS ALL CAP GROWTH FUND AT ALL CAP GROWTH FUND
(TARGET FUND) (ACQUIRING FUND)
The investment objective of the Geneva The investment objective of the AT
Advisors All Cap Growth Fund is All Cap Growth Fund is long-term
long-term capital appreciation. capital appreciation.
GENEVA ADVISORS EQUITY INCOME FUND AT EQUITY INCOME FUND
(TARGET FUND) (ACQUIRING FUND)
The investment objective of the Geneva The AT Equity Income Fund seeks
Advisors Equity Income Fund is current current income and, secondarily,
income, with a secondary objective of modest capital appreciation.
modest capital appreciation.
The principal investment strategies of each Acquiring Fund are the same as
the principal investment strategies of its corresponding Target Fund, except for
the fact that the AT Equity Income Fund has a policy to invest at least 80% of
its net assets, plus any borrowings for investment purposes, in equity
securities, while the Geneva Advisors Equity Income Fund follows this policy in
practice but does not include such disclosure in its prospectus. Further, the AT
Equity Income Fund's prospectus clarifies that the equity securities in which
the Fund may invest include common stocks and the Geneva Advisors Equity Income
Fund's prospectus does not, although in practice the Geneva Advisors Equity
Income Fund also invests in common stocks as part of its principal investment
strategies.
2
Because the Funds otherwise have the same principal investment strategies,
the principal risks of owning shares of each Acquiring Fund are otherwise the
same as the principal risks of owning shares of its corresponding Target Fund,
although the Funds describe these principal risks differently.
The sections below entitled "ADDITIONAL INFORMATION ABOUT THE FUNDS
--"Comparison of Investment Objectives," "Comparison of Principal Investment
Strategies" and "Comparison of the Principal Risks of Investing in the Funds"
compare the investment objectives, principal investment strategies and principal
risks, respectively, of each Target Fund and its corresponding Acquiring Fund.
HOW DO THE FUNDS' FEES AND EXPENSES COMPARE?
Each Acquiring Fund will have a lower management fee than its corresponding
Target Fund. ATIA will enter into a contractual expense limitation agreement
with the Acquiring Trust, on behalf of the Acquiring Funds, pursuant to which it
will maintain the Total Annual Fund Operating Expenses after fee waiver and/or
expense reimbursements for Institutional Class shares of each Acquiring Fund at
the same level at which it currently maintains the Total Annual Fund Operating
Expenses after fee waiver and/or expense reimbursements for Class I shares of
its corresponding Target Fund pursuant to a contractual expense limitation
agreement with the Target Trust, on behalf of the Target Funds, until February
29, 2020. In addition, the Target Funds impose a redemption fee of 2.00% of the
amount of Target Fund shares redeemed within 60 days of purchase, while the
Acquiring Funds do not charge a redemption fee.
ATIA may receive from each Acquiring Fund the difference between the
Acquiring Fund's Total Annual Fund Operating Expenses (not including certain
excluded expenses) and the expense cap to recoup all or a portion of its or
Geneva's prior fee reductions or expense reimbursements made during the
three-year period preceding the recoupment if at any point Total Annual Fund
Operating Expenses (not including certain excluded expenses) are below the
expense cap (i) at the time of the fee waiver and/or expense reimbursement and
(ii) at the time of the recoupment. As a result of ATIA charging a lower
management fee to each Acquiring Fund relative to its corresponding Target Fund
but maintaining each Acquiring Fund's contractual expense cap at the same level
as its corresponding Target Fund, ATIA expects to be able to recoup a
substantial portion of Geneva's prior fee reductions or expense reimbursements
made with respect to each Target Fund.
For more information on the fees and expenses of the Funds, see the section
entitled "ADDITIONAL INFORMATION ABOUT THE FUNDS -- Comparison of Fees and
Expenses."
HOW DO THE PERFORMANCE RECORDS OF THE FUNDS COMPARE?
If the Reorganizations are approved, each Acquiring Fund will assume the
performance history of its corresponding Target Fund. The Acquiring Funds do not
have performance history because they have not yet commenced operations as of
the date of this Proxy Statement/Prospectus.
3
For more information on the performance of the Target Funds, see the
section entitled "ADDITIONAL INFORMATION ABOUT THE FUNDS -- Comparison of
Performance."
HOW DO THE INVESTMENT ADVISERS AND DISTRIBUTORS OF THE FUNDS COMPARE?
INVESTMENT ADVISER. Prior to the consummation of the Transaction on August
31, 2017, Geneva served as each Target Fund's investment adviser. Since the
consummation of the Transaction, ATIA has served as each Target Fund's
investment adviser pursuant to the terms of the Interim Advisory Agreement.
Therefore, the investment adviser to both the Target Funds and Acquiring Funds,
ATIA, is the same. ATIA is a registered investment adviser whose principal
address is One South Wacker Drive, Suite 3500, Chicago, Illinois 60606. ATIA is
a wholly owned subsidiary of Atlantic Trust Group, LLC, located at Atlantic
Trust Group, LLC, 3290 Northside Parkway, 7th Floor, Atlanta, GA 30327. Atlantic
Trust Group, LLC is a wholly owned subsidiary of CIBC Bancorp USA Inc., located
at 120 S. LaSalle Street, Chicago, Illinois 60603. CIBC World Markets Inc.,
located at 161 Bay Street, Toronto, Ontario, Canada M5J 2S8, and CIBC, located
at Commerce Court, Toronto, Ontario, Canada M5L 1A2, own 11.6% and 88.4% of CIBC
Bancorp USA Inc., respectively. CIBC World Markets Inc. is a wholly-owned
subsidiary of CIBC. As of October 31, 2017, ATIA had approximately $16.8 billion
in assets under management.
DISTRIBUTORS. Quasar Distributors, LLC, a registered broker-dealer, acts as
the distributor of shares of the Target Funds. The address of Quasar
Distributors, LLC is 777 East Wisconsin Avenue, 6(th) Floor, Milwaukee,
Wisconsin 53202. SEI Investments Distribution Co. acts as the distributor of
shares of the Acquiring Funds. The address of SEI Investments Distribution Co.
is One Freedom Valley Drive, Oaks, Pennsylvania 19456. Shares of the Acquiring
Funds will be sold exclusively through SEI Investments Distribution Co. and
broker-dealers and other financial intermediaries that SEI Investments
Distribution Co. has authorized to offer and sell Acquiring Fund shares.
HOW DO THE FUNDS' OTHER SERVICE PROVIDERS COMPARE?
Each Fund's prospectus and SAI describe the services and other arrangements
with other key service providers, including the administrator, transfer agent,
custodian, distributor, and auditor. The following table identifies the
principal service providers that service the Target Funds and the Acquiring
Funds:
--------------------------------------------------------------------------------
GENEVA ADVISORS ALL CAP AT ALL CAP GROWTH FUND AND
GROWTH FUND AND GENEVA AT EQUITY INCOME FUND
ADVISORS EQUITY INCOME FUND (ACQUIRING FUNDS)
(TARGET FUNDS)
--------------------------------------------------------------------------------
Administrator: U.S. Bancorp Fund Services, SEI Investments Global
LLC Funds Services
--------------------------------------------------------------------------------
Transfer Agent: U.S. Bancorp Fund Services, DST Systems, Inc.
LLC
--------------------------------------------------------------------------------
Custodian: U.S. Bank, N.A. MUFG Union Bank,
N.A.
--------------------------------------------------------------------------------
Auditor: Cohen & Company, Ltd. Ernst & Young LLP
--------------------------------------------------------------------------------
WILL THE ACQUIRING FUNDS HAVE DIFFERENT PORTFOLIO MANAGERS THAN THEIR
CORRESPONDING TARGET FUNDS?
No. The portfolio management team of each Target Fund is the same as the
portfolio management team for the corresponding Acquiring Fund. The Acquiring
Funds' prospectus that accompanies this Proxy Statement/Prospectus provides
biographical information about the key individuals that comprise the portfolio
management team for the Target Funds and the Acquiring Funds.
4
HOW DO THE FUNDS' PURCHASE AND REDEMPTION PROCEDURES AND EXCHANGE POLICIES
COMPARE?
The purchase procedures for Institutional Class shares of the Target Funds
are similar to those of Class R and Class I shares of the Acquiring Funds.
Shares of each Fund may be purchased from the Fund directly or through a
financial intermediary, and investors may purchase both initial and additional
shares of each Fund by mail or wire. However, while shares of the Target Funds
may be purchased by telephone, shares of the Acquiring Fund may not.
The minimum investment requirements for the Target Funds are different than
those of the Acquiring Funds. Class R and Class I shares of the Target Funds
require minimum investments of $1,000 and $100,000, respectively, and minimum
subsequent investments of $100 and $1,000, respectively. Institutional Class
shares of the Acquiring Funds require a minimum initial investment of $250,000;
there are no minimums for subsequent investments. If you received Institutional
Class shares of an Acquiring Fund as a result of a Reorganization, you may make
additional Institutional Class share purchases of the Acquiring Fund if
permitted by your financial intermediary.
The redemption procedures and exchange policies for Institutional Class
shares of the Target Funds are similar to those of Class R and Class I shares of
the Acquiring Fund, although the Target Funds and the Acquiring Funds have
different policies with respect to shareholder accounts with low balances.
Generally, for the Target Funds, if your account balance drops below $1,000 for
reasons other than a decline in the net asset value ("NAV") of a Target Fund or
for market reasons, you may be required to sell your shares. The Target Fund
generally will provide you at least 30 days' written notice prior to redeeming
your shares. For the Acquiring Funds, if your account balance drops below
$50,000 with respect to Institutional Class shares because of redemptions, you
may be required to sell your shares. The Acquiring Fund generally will provide
you at least 60 days' written notice to give you time to add to your account and
avoid the involuntary redemption of your shares. If you received Institutional
Class shares of an Acquiring Fund as a result of a Reorganization, you will not
be subject to the $50,000 minimum account balance with respect to Institutional
Class shares of the Acquiring Fund.
For the Target Funds, you may exchange Class R or Class I shares of one
Target Fund for the same class of shares of the other Target Fund until the
closing of the applicable Reorganization. For the Acquiring Funds, you may
exchange the Institutional Class shares of the Acquiring Fund that you receive
in the Reorganization for Institutional Class shares of another series of the
Acquiring Trust to which ATIA serves as investment adviser.
For more information on the purchase and redemption procedures and exchange
policies of the Funds, see the section entitled "ADDITIONAL INFORMATION ABOUT
THE FUNDS -- Comparison of Purchase and Redemption Procedures and Exchange
Policies."
HOW DO THE FUNDS' SALES CHARGES AND DISTRIBUTION ARRANGEMENTS COMPARE?
The sales charges and distribution and shareholder servicing arrangements
for Class I shares of the Target Funds are similar to those of the Institutional
Class shares of the Acquiring Funds. Class I shares of the Target Funds and
Institutional Class shares of the Acquiring Funds do not impose an initial sales
charge or contingent deferred sales charge and are not subject to fees payable
under a shareholder servicing plan or a distribution plan adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act").
Class R shares of the Target Funds also do not impose an initial sales
charge or contingent deferred sales charge but are subject to fees payable under
a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act in the
amount of 0.25% of each such Fund's average daily net assets, and fees
5
payable under a shareholder servicing plan in the amount of 0.10% of each such
Fund's average daily net assets.
For more information on the sales charges and distribution and shareholder
servicing arrangements of the Funds, see the section entitled "ADDITIONAL
INFORMATION ABOUT THE FUNDS -- Comparison of Share Classes and Distribution
Arrangements."
WHO WILL BEAR THE EXPENSES ASSOCIATED WITH THE REORGANIZATION?
The costs related to the Reorganizations, including any costs directly
associated with preparing, filing, printing, and distributing to the
shareholders of the Target Funds all materials relating to this Proxy
Statement/Prospectus and soliciting shareholder votes, as well as the conversion
costs associated with the Reorganizations, will be borne by ATIA or its
affiliates. Neither the Target Funds nor the Acquiring Funds will bear any
related costs of the Reorganizations. ATIA or its affiliates will bear the costs
associated with the Reorganizations if the Reorganizations are not consummated.
WILL THERE BE ANY TAX CONSEQUENCES RESULTING FROM THE PROPOSALS?
Each Reorganization is designed to qualify as a tax-free reorganization for
federal income tax purposes and the Target Funds and the Acquiring Funds
anticipate receiving a legal opinion to that effect, although there can be no
assurance that the Internal Revenue Service ("IRS") will adopt a similar
position. This means that the shareholders of each Target Fund will recognize no
gain or loss for federal income tax purposes upon the exchange of all of their
shares in a Target Fund for shares in the corresponding Acquiring Fund.
Shareholders should consult their tax adviser about state and local tax
consequences of the Reorganizations, if any, because the information about tax
consequences in this Proxy Statement/Prospectus relates only to the federal
income tax consequences of the Reorganizations.
For more detailed information about the federal income tax consequences of
the Reorganizations, please refer to the section titled "The Proposed
Reorganization - Federal Income Tax Considerations" below.
WHEN ARE THE REORGANIZATIONS EXPECTED TO OCCUR?
If shareholders of a Target Fund approve its Reorganization, it is
anticipated that such Reorganization will occur on or around February 12, 2018.
HOW DO I VOTE ON THE REORGANIZATIONS?
There are several ways you can vote your shares, including in person at the
Meeting, by mail, by telephone or via the Internet. The proxy card that
accompanies this Proxy Statement/Prospectus provides detailed instructions on
how you may vote your shares. If you properly fill in and sign your proxy card
and send it to us in time to vote at the Meeting, your "proxy" (the individuals
named on your proxy card) will vote your shares as you have directed. If you
sign your proxy card but do not make specific choices, your proxy will vote your
shares FOR the applicable Proposal, as recommended by the Target Trust Board,
and in their best judgment on other matters.
WHAT WILL HAPPEN IF SHAREHOLDERS OF A TARGET FUND DO NOT APPROVE ITS
REORGANIZATION?
In the event that a Target Fund's Reorganization is not approved by
shareholders of the Target Fund, the Target Fund Board would consider
alternatives to the proposed Reorganization, including the potential liquidation
of the Target Fund. A Target Fund's Reorganization may not close unless certain
conditions are met. If such conditions are not met, the Reorganization will not
be consummated, even if Target Fund shareholders approved the Reorganization,
and the Target Fund will not be combined with the corresponding Acquiring Fund.
The approval of the Reorganization of one Target Fund is not conditioned
upon the approval of the Reorganization of the other Target Fund.
6
WHAT IF I DO NOT WISH TO PARTICIPATE IN A REORGANIZATION?
If you do not wish to have your shares of your Target Fund exchanged for
shares of the corresponding Acquiring Fund as part of the Reorganization that is
approved by shareholders, you may redeem your shares prior to the consummation
of the Reorganization. If you redeem your shares, and if you hold shares in a
taxable account, you will recognize a taxable gain or loss based on the
difference between your tax basis in the shares and the amount you receive for
them.
WHERE CAN I FIND MORE INFORMATION ABOUT THE FUNDS AND THE REORGANIZATIONS?
Additional information about the Funds can be found in their respective
prospectuses and SAIs. The remainder of this Proxy Statement/Prospectus contains
additional information about the Reorganizations. You are encouraged to read the
entire document. If you need any assistance, or have any questions regarding the
Reorganizations or how to vote, please call 1-800-714-3305.
ADDITIONAL INFORMATION ABOUT THE FUNDS
COMPARISON OF INVESTMENT OBJECTIVES
The Target Funds and their corresponding Acquiring Fund have the same
investment objective. The investment objective of the Geneva Advisors All Cap
Growth Fund and AT All Cap Growth Fund is long-term capital appreciation. The
investment objective of the Geneva Advisors Equity Income Fund and AT Equity
Income Fund is current income and, secondarily, modest capital appreciation.
Because any investment involves risk, there can be no assurance that a
Fund's investment objective will be achieved. The investment objective of each
of the Funds may be changed without shareholder approval.
COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
The following section compares the principal investment strategies of each
Target Fund with the principal investment strategies of the corresponding
Acquiring Fund and highlights any key differences. In addition to the principal
investment strategies described below, each Fund is also subject to certain
additional investment policies and limitations, which are described in each
Fund's prospectus and SAI. The cover page of this Proxy Statement/Prospectus
describes how you can obtain copies of these documents. A comparison of the
principal risks associated with the Funds' investment strategies is described
below under "Comparison of Principal Risks of Investing in the Funds."
PROPOSAL 1. PRINCIPAL INVESTMENT STRATEGIES. REORGANIZATION OF GENEVA
ADVISORS ALL CAP GROWTH FUND INTO AT ALL CAP GROWTH FUND
The principal investment strategies of the Geneva Advisors All Cap Growth
Fund and the AT All Cap Growth Fund are the same, in that each Fund seeks to
achieve its investment objective by investing primarily in common stocks of U.S.
companies without regard to market capitalizations. Each Fund also may invest,
under normal conditions, up to 100% of its net assets in common or preferred
stocks of U.S. companies. Additionally, each Fund may invest up to 30% of its
net assets in securities of "foreign issuers." Each Fund's definition of
"foreign issuers" includes non-U.S. companies: (a) whose securities are not
traded on a U.S. exchange; (b) whose securities are traded on a U.S. exchange,
and denominated in U.S. dollars, in the form of American Depositary Receipts
("ADRs"); or (c) who are organized and headquartered outside the United States
but whose securities are publicly traded on a U.S. exchange.
Each Fund may also invest up to 25% of its net assets in securities of
"foreign issuers" located in emerging markets. Each Fund's definition of
"emerging markets" includes less developed countries as
7
defined by the investment community and included in Morgan Stanley Capital
International Emerging Markets Index (the "MSCI EM"). The prospectus for the AT
All Cap Growth Fund further clarifies that countries that are publicly
announced to be added to the MSCI EM are considered by the Fund to be "emerging
markets." Although the Geneva Advisors All Cap Growth Fund does not include
this language in its prospectus, in practice it also considers "emerging
markets" to include countries that are publicly announced to be added to the
MSCI EM.
ATIA also utilizes the same investment process for each Fund. For each
Fund, under normal market conditions, ATIA uses a bottom-up, fundamental
investment approach that focuses on identifying quality growth companies. In
assessing whether a company is a quality growth company, ATIA may consider,
among other things, whether such company has sustainable competitive advantages
and highly visible future growth potential, including internal revenue growth,
large market opportunities and simple business models, and shows strong cash
flow generation and high return on invested capital. For each Fund, ATIA
utilizes proprietary research and a rigorous qualitative and quantitative
investment process.
Further, each Fund's investment strategy focuses on identifying stocks
within multiple industry groups. Using quantitative and qualitative measures
established by ATIA, each Fund seeks to purchase common stocks that have
stronger relative performance than other common stocks. ATIA may sell each
Fund's investments for a variety of reasons, including to secure gains, limit
losses or reinvest in more promising investment opportunities.
PROPOSAL 2. PRINCIPAL INVESTMENT STRATEGIES. REORGANIZATION OF GENEVA
ADVISORS EQUITY INCOME FUND INTO AT EQUITY INCOME FUND
The principal investment strategies of the Funds are substantially the
same, in that each Fund seeks to achieve its investment objective by investing
in publicly traded securities without regard to market capitalizations. Each
Fund may also invest in preferred stocks, real estate investment trusts, master
limited partnerships and convertible securities. While the AT Equity Income Fund
has a policy to invest at least 80% of its net assets, plus any borrowings for
investment purposes, in equity securities (which may be changed by the Fund upon
60 days' prior written notice to shareholders), the Geneva Advisors Equity
Income Fund follows this policy in practice but does not include such disclosure
in its prospectus. Further, the AT Equity Income Fund's prospectus clarifies
that the equity securities in which the Fund may invest include common stocks
and the Geneva Advisors Equity Income Fund's prospectus does not, although in
practice the Geneva Advisors Equity Income Fund also invests in common stocks as
part of its principal investment strategies.
In addition, each Fund may invest up to 30% of its net assets in securities
of "foreign issuers." Each Fund's definition of "foreign issuers" includes
non-U.S. companies: (a) whose securities are not traded on a U.S. exchange; (b)
whose securities are traded on a U.S. exchange, and denominated in U.S. dollars,
in the form of American Depositary Receipts ("ADRs"); or (c) who are organized
and headquartered outside the United States but whose securities are publicly
traded on a U.S. exchange.
Each Fund may also invest up to 25% of its net assets in securities of
"foreign issuers" located in emerging markets. Each Fund's definition of
"emerging markets" includes less developed countries as defined by the
investment community and included in the MSCI EM. The prospectus for the AT
Equity Income Fund further clarifies that countries that are publicly announced
to be added to the MSCI EM are considered by the Fund to be "emerging markets."
Although the Geneva Advisors Equity Income Fund does not include this language
in its prospectus, in practice it also considers "emerging markets" to include
countries that are publicly announced to be added to the MSCI EM.
8
The Funds also utilize the same investment process. Each Fund's investment
strategy focuses on identifying stocks within multiple industry groups. The Fund
seeks to generate current income while providing a modest amount of capital
appreciation. The Fund has wide flexibility in the types of securities used to
generate a current income yield. Using quantitative and qualitative measures
established by the Adviser, the Fund also seeks to purchase dividend-paying and
non-dividend-paying common stocks that have stronger relative performance than
other dividend-paying and non-dividend-paying common stocks. The Adviser may
sell the Fund's investments for a variety of reasons, including to secure gains,
limit losses or reinvest in more promising investment opportunities.
COMPARISON OF PRINCIPAL RISKS OF INVESTING IN THE FUNDS
Because the Funds have the same investment objective and the investment
strategies are substantially the same, the risks they are subject to are also
substantially the same. Because the Funds are part of unaffiliated fund
families, in some cases they use different terminology to describe their
principal risks and have different philosophies about what qualifies as a
principal risk. Below is a comparison of the principal risk factors to which the
Funds are subject. The fact that a risk is not listed as a principal risk in a
Fund's prospectus does not necessarily mean that shareholders of that Fund are
not subject to that risk.
PROPOSAL 1. PRINCIPAL RISKS. REORGANIZATION OF GENEVA ADVISORS ALL CAP
GROWTH FUND INTO AT ALL CAP GROWTH FUND
TARGET FUND ACQUIRING FUND
---------------------------------------------------------------------------------------------------------------------
MANAGEMENT RISK. ATIA's investment MANAGEMENT RISK -- The investment techniques
strategies for the Fund may not result in an and risk analysis used by the Fund's portfolio
increase in the value of your investment or in managers may not produce the desired results.
overall performance equal to other investments.
---------------------------------------------------------------------------------------------------------------------
GENERAL MARKET RISK. The value of the Fund's MARKET RISK -- The prices of and the income
shares will fluctuate based on the performance of generated by the Fund's securities may decline in
the Fund's investments and other factors affecting response to, among other things, investor
the securities markets generally. sentiment, general economic and market
conditions, regional or global instability, and
currency and interest rate fluctuations.
---------------------------------------------------------------------------------------------------------------------
EQUITY MARKET RISK. Common stocks are EQUITY RISK -- Since it purchases equity securities,
susceptible to general stock market fluctuations the Fund is subject to the risk that stock prices will
and to volatile increases and decreases in value as fall over short or extended periods of time.
market confidence in and perceptions of their Historically, the equity markets have moved in
issuers change. Preferred stock is subject to the cycles, and the value of the Fund's equity securities
risk that the dividend on the stock may be may fluctuate drastically from day to day.
changed or omitted by the issuer, and that Individual companies may report poor results or be
participation in the growth of an issuer may be negatively affected by industry and/or economic
limited. trends and developments. The prices of securities
issued by such companies may suffer a decline in
response. These factors contribute to price
volatility, which is the principal risk of investing in
the Fund.
---------------------------------------------------------------------------------------------------------------------
9
---------------------------------------------------------------------------------------------------------------------
SMALL-CAP, MID-CAP AND MICRO-CAP COMPANY SMALL- AND MID-CAPITALIZATION COMPANY RISK --
RISK. Small-, medium-, and micro-cap companies The small- and mid-capitalization companies in
often have less predictable earnings, more limited which the Fund may invest may be more vulnerable
product lines, markets, distribution channels or to adverse business or economic events than larger,
financial resources, and the management of such more established companies. In particular,
companies may be dependent upon one or few key investments in these small- and mid-sized
people. The market movements of equity companies may pose additional risks, including
securities of these companies may be more abrupt liquidity risk, because these companies tend to have
and volatile than the market movements of equity limited product lines, markets and financial
securities of larger, more established companies, resources, and may depend upon a relatively small
or the stock market in general. Because of these management group. Therefore, small- and mid-cap
movements, and because small-, medium- and stocks may be more volatile than those of larger
micro-cap companies tend to be bought and sold companies. These securities may be traded over-
less often and smaller amounts, they are generally the-counter or listed on an exchange.
less liquid than the equity securities of larger
companies. MICRO-CAPITALIZATION COMPANY RISK -- Micro-
capitalization companies may be newly formed or
in the early stages of development with limited
product lines, markets or financial resources.
Therefore, micro-capitalization companies may be
less financially secure than large-, mid- and small-
capitalization companies and may be more
vulnerable to key personnel losses due to reliance
on a smaller number of management personnel. In
addition, there may be less public information
available about these companies. Micro-cap stock
prices may be more volatile than large-, mid- and
small-capitalization companies and such stocks
may be more thinly traded and thus difficult for the
Fund to buy and sell in the market.
---------------------------------------------------------------------------------------------------------------------
LARGE-CAP COMPANY RISK. Larger, more LARGE-CAPITALIZATION COMPANY RISK -- The large
established companies may be unable to respond capitalization companies in which the Fund may
quickly to new competitive challenges such as invest may lag the performance of smaller
changes in consumer tastes or innovative smaller capitalization companies because large
competitors. Also, large-cap companies are capitalization companies may experience slower
sometimes unable to attain the high growth rates rates of growth than smaller capitalization
of successful, smaller companies, especially companies and may not respond as quickly to
during extended periods of economic expansion. market changes and opportunities.
---------------------------------------------------------------------------------------------------------------------
GROWTH STOCK RISK. Growth securities INVESTMENT STYLE RISK -- The Fund pursues a
experience relatively rapid earnings growth and "growth style" of investing, meaning that the Fund
typically trade at higher multiples of current invests in equity securities of companies that the
earnings than other securities. Growth securities Adviser believes will increase their earnings at a
may be more volatile because growth companies certain rate that is generally higher than the rate
usually invest a high proportion of earnings in expected for non-growth companies. If a growth
their businesses, and they may lack the dividends company does not meet these expectations, the
of value stocks that can lessen the decreases in price of its stock may decline significantly, even if
stock prices in a falling market. it has increased earnings. Many growth companies
do not pay dividends. Companies that do not pay
dividends often have greater stock price declines
during market downturns. Over time, a growth
---------------------------------------------------------------------------------------------------------------------
10
---------------------------------------------------------------------------------------------------------------------
investing style may go in and out of favor, and
when out of favor, may cause the Fund to
underperform other equity funds that use differing
investing styles.
---------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES RISK. The risks relating to FOREIGN ISSUER RISK -- Investing in foreign issuers,
political, social and economic developments including direct investments and investments
abroad and differences between U.S. and foreign through ADRs, poses additional risks since
regulatory requirements and market practices, political and economic events unique to a country
including fluctuations in foreign currencies. or region will affect those markets and their issuers.
These risks will not necessarily affect the U.S.
economy or similar issuers located in the U.S.
Securities of foreign companies may not be
registered with the U.S. Securities and Exchange
Commission (the "SEC") and foreign issuers are
generally not subject to the regulatory controls
imposed on U.S. issuers and, as a consequence,
there is generally less publicly available
information about foreign securities than is
available about domestic securities. Income from
foreign securities owned by the Fund may be
reduced by a withholding tax at the source, which
tax would reduce income received from the
securities comprising the portfolio. Foreign
securities may also be more difficult to value than
securities of U.S. issuers. While ADRs provide an
alternative to directly purchasing the underlying
foreign securities in their respective national
markets and currencies, investments in ADRs
continue to be subject to many of the risks
associated with investing directly in foreign
securities.
---------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS RISK. Countries in emerging EMERGING MARKETS SECURITIES RISK -- The Fund's
markets are generally more volatile and can have investments in emerging markets securities are
relatively unstable governments, social and legal considered speculative and subject to heightened
systems that do not protect shareholders, risks in addition to the general risks of investing in
economies based on only a few industries, and foreign securities. Unlike more established
securities markets that trade a small number of markets, emerging markets may have governments
issues. that are less stable, markets that are less liquid and
economies that are less developed. In addition, the
securities markets of emerging market countries
may consist of companies with smaller market
capitalizations and may suffer periods of relative
illiquidity; significant price volatility; restrictions
on foreign investment; and possible restrictions on
repatriation of investment income and capital.
Furthermore, foreign investors may be required to
register the proceeds of sales, and future economic
or political crises could lead to price controls,
forced mergers, expropriation or confiscatory
taxation, seizure, nationalization or creation of
---------------------------------------------------------------------------------------------------------------------
11
---------------------------------------------------------------------------------------------------------------------
government monopolies.
---------------------------------------------------------------------------------------------------------------------
DEPOSITARY RECEIPTS RISK. The Fund may invest DEPOSITARY RECEIPTS RISK -- Depositary receipts,
its assets in securities of foreign issuers in the including ADRs, are certificates evidencing
form of ADRs, which are securities representing ownership of shares of a foreign issuer that are
securities of foreign issuers. A purchaser of issued by depositary banks and generally trade on
unsponsored depositary receipts may not have an established market. ADRs are subject to many
unlimited voting rights and may not receive as of the risks associated with investing directly in
much information about the issuer of the foreign securities, including, among other things,
underlying securities as with a sponsored political, social and economic developments
depositary receipt. abroad, currency movements, and different legal,
regulatory and tax environments.
The Fund may invest in unsponsored ADRs, which are
issued by one or more depositaries without a formal
agreement with the company that issues the underlying
securities. Holders of unsponsored ADRs generally bear
all the costs thereof, and the depositaries of unsponsored
ADRs frequently are under no obligation to distribute
shareholder communications received from the issuers
of the underlying securities or to pass through voting
rights with respect to the underlying securities. In
addition, the issuers of the securities underlying
unsponsored ADRs are not obligated to disclose material
information in the United States and, therefore, there may
be less information available regarding such issuers and
there may not be a correlation between such information
and the market value of the ADRs.
---------------------------------------------------------------------------------------------------------------------
CYBERSECURITY RISK. With the increased use of N/A
technologies such as the Internet to conduct
business, the Fund is susceptible to operational,
information security, and related risks. Cyber
incidents affecting the Fund or its service
providers may cause disruptions and impact
business operations, potentially resulting in
financial losses, interference with the Fund's
ability to calculate its NAV, impediments to
trading, the inability of shareholders to transact
business, violations of applicable privacy and
other laws, regulatory fines, penalties, reputational
damage, reimbursement or other compensation
costs, or additional compliance costs.
---------------------------------------------------------------------------------------------------------------------
N/A FOREIGN CURRENCY RISK -- As a result of the Fund's
investments in securities denominated in, and/or
receiving revenues in, foreign currencies, the Fund
will be subject to currency risk. Currency risk is the
risk that foreign currencies will decline in value
relative to the U.S. dollar, in which case, dollar
value of an investment in the Fund would be
adversely affected.
---------------------------------------------------------------------------------------------------------------------
N/A PREFERRED STOCK RISK -- Preferred stocks are
sensitive to interest rate changes, and are also
subject to equity risk, which is the risk that stock
prices will fall over short or extended periods of
time. The rights of preferred stocks on the
distribution of a company's assets in the event of a
liquidation are generally subordinate to the rights
associated with a company's debt securities.
---------------------------------------------------------------------------------------------------------------------
PROPOSAL 2. PRINCIPAL RISKS. REORGANIZATION OF GENEVA ADVISORS EQUITY
INCOME FUND INTO AT EQUITY INCOME FUND
12
TARGET FUND ACQUIRING FUND
---------------------------------------------------------------------------------------------------------------------
MANAGEMENT RISK. ATIA's investment MANAGEMENT RISK -- The investment techniques
strategies for the Fund may not result in an and risk analysis used by the Fund's portfolio
increase in the value of your investment or in managers may not produce the desired results.
overall performance equal to other investments.
---------------------------------------------------------------------------------------------------------------------
GENERAL MARKET RISK. The value of the Fund's MARKET RISK -- The prices of and the income
shares will fluctuate based on the performance of generated by the Fund's securities may decline in
the Fund's investments and other factors affecting response to, among other things, investor
the securities markets generally. sentiment, general economic and market
conditions, regional or global instability, and
currency and interest rate fluctuations.
---------------------------------------------------------------------------------------------------------------------
EQUITY MARKET RISK. Common stocks are EQUITY RISK -- Since it purchases equity securities,
susceptible to general stock market fluctuations the Fund is subject to the risk that stock prices will
and to volatile increases and decreases in value as fall over short or extended periods of time.
market confidence in and perceptions of their Historically, the equity markets have moved in
issuers change. Preferred stock is subject to the cycles, and the value of the Fund's equity securities
risk that the dividend on the stock may be may fluctuate drastically from day to day.
changed or omitted by the issuer, and that Individual companies may report poor results or be
participation in the growth of an issuer may be negatively affected by industry and/or economic
limited. trends and developments. The prices of securities
issued by such companies may suffer a decline in
response. These factors contribute to price
volatility, which is the principal risk of investing in
the Fund.
---------------------------------------------------------------------------------------------------------------------
SMALL-CAP, MID-CAP AND MICRO-CAP COMPANY SMALL- AND MID-CAPITALIZATION COMPANY RISK --
RISK. Small-, medium-, and micro-cap companies The small- and mid-capitalization companies in
often have less predictable earnings, more limited which the Fund may invest may be more vulnerable
product lines, markets, distribution channels or to adverse business or economic events than larger,
financial resources, and the management of such more established companies. In particular,
companies may be dependent upon one or few key investments in these small- and mid-sized
people. The market movements of equity companies may pose additional risks, including
securities of these companies may be more abrupt liquidity risk, because these companies tend to have
and volatile than the market movements of equity limited product lines, markets and financial
securities of larger, more established companies, resources, and may depend upon a relatively small
or the stock market in general. Because of these management group. Therefore, small- and mid-cap
movements, and because small-, medium- and stocks may be more volatile than those of larger
micro-cap companies tend to be bought and sold companies. These securities may be traded over-
less often and smaller amounts, they are generally the-counter or listed on an exchange.
less liquid than the equity securities of larger
companies. MICRO-CAPITALIZATION COMPANY RISK -- Micro-
capitalization companies may be newly formed or
in the early stages of development with limited
product lines, markets or financial resources.
Therefore, micro-capitalization companies may be
less financially secure than large-, mid- and small-
capitalization companies and may be more
vulnerable to key personnel losses due to reliance
on a smaller number of management personnel. In
addition, there may be less public information
---------------------------------------------------------------------------------------------------------------------
13
---------------------------------------------------------------------------------------------------------------------
available about these companies. Micro-cap stock
prices may be more volatile than large-, mid- and
small-capitalization companies and such stocks
may be more thinly traded and thus difficult for the
Fund to buy and sell in the market.
---------------------------------------------------------------------------------------------------------------------
LARGE-CAP COMPANY RISK. Larger, more LARGE-CAPITALIZATION COMPANY RISK -- The large
established companies may be unable to respond capitalization companies in which the Fund may
quickly to new competitive challenges such as invest may lag the performance of smaller
changes in consumer tastes or innovative smaller capitalization companies because large
competitors. Also, large-cap companies are capitalization companies may experience slower
sometimes unable to attain the high growth rates rates of growth than smaller capitalization
of successful, smaller companies, especially companies and may not respond as quickly to
during extended periods of economic expansion. market changes and opportunities.
---------------------------------------------------------------------------------------------------------------------
REAL ESTATE RISK. Adverse changes in general REIT RISK -- REITs are pooled investment
economic and local market conditions, supply or vehicles that own, and usually operate, income-
demand for similar or competing properties, taxes, producing real estate. REITs are susceptible to the
governmental regulations or interest rates, as well risks associated with direct ownership of real
as the risks associated with improving and estate, such as the following: declines in property
operating property, may decrease the value of values; increases in property taxes, operating
REITs in which the Fund may invest. expenses, interest rates or competition;
Additionally, there is always a risk that a REIT overbuilding; zoning changes; and losses from
will fail to qualify for favorable tax treatment. casualty or condemnation.
---------------------------------------------------------------------------------------------------------------------
MASTER LIMITED PARTNERSHIPS RISK. MLP MLPS RISK -- MLPs are limited partnerships in
investment returns are enhanced during periods of which the ownership units are publicly traded.
declining or low interest rates and tend to be MLPs often own several properties or businesses
negatively influenced when interest rates are (or own interests) that are related to oil and gas
rising. In addition, most MLPs are fairly industries or other natural resources, but they also
leveraged and typically carry a portion of a may finance other projects. To the extent that an
"floating" rate debt. As such, a significant MLP's interests are all in a particular industry, the
upward swing in interest rates would also drive MLP will be negatively impacted by economic
interest expense higher. Furthermore, most MLPs events adversely impacting that industry.
grow by acquisitions partly financed by debt, and Additional risks of investing in a MLP also include
higher interest rates could make it more difficult those involved in investing in a partnership as
to make acquisitions. MLP investments also opposed to a corporation, such as limited control of
entail many of the general tax risks of investing in management, limited voting rights and tax risks.
a partnership. Limited partners in an MLP MLPs may be subject to state taxation in certain
typically have limited control and limited rights to jurisdictions, which will have the effect of reducing
vote on matters affecting the partnership. the amount of income paid by the MLP to its
investors.
---------------------------------------------------------------------------------------------------------------------
GROWTH STOCK RISK. Growth securities INVESTMENT STYLE RISK -- The Fund pursues a
experience relatively rapid earnings growth and "growth style" of investing, meaning that the Fund
typically trade at higher multiples of current invests in equity securities of companies that the
earnings than other securities. Growth securities Adviser believes will increase their earnings at a
may be more volatile because growth companies certain rate that is generally higher than the rate
usually invest a high proportion of earnings in expected for non-growth companies. If a growth
their businesses, and they may lack the dividends company does not meet these expectations, the
of value stocks that can lessen the decreases in price of its stock may decline significantly, even if
stock prices in a falling market. it has increased earnings. Many growth companies
do not pay dividends. Companies that do not pay
dividends often have greater stock price declines
---------------------------------------------------------------------------------------------------------------------
14
---------------------------------------------------------------------------------------------------------------------
during market downturns. Over time, a growth
investing style may go in and out of favor, and
when out of favor, may cause the Fund to
underperform other equity funds that use differing
investing styles.
---------------------------------------------------------------------------------------------------------------------
CONVERTIBLE SECURITIES RISK. A convertible CONVERTIBLE SECURITIES RISK -- The value of a
security is a fixed-income security (a debt convertible security is influenced by changes in
instrument or a preferred stock) that may be interest rates (with investment value declining as
converted at a stated price within a specified interest rates increase and increasing as interest
period of time into a certain quantity of the rates decline) and the credit standing of the issuer.
common stock of the same or a different issuer. The price of a convertible security will also
The market value of a convertible security normally vary in some proportion to changes in the
performs like that of a regular debt security, that price of the underlying common stock because of
is, if market interest rates rise, the value of the the conversion or exercise feature.
convertible security falls.
---------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES RISK. The risks relating to FOREIGN ISSUER RISK -- Investing in foreign issuers,
political, social and economic developments including direct investments and investments
abroad and differences between U.S. and foreign through ADRs, poses additional risks since
regulatory requirements and market practices, political and economic events unique to a country
including fluctuations in foreign currencies. or region will affect those markets and their issuers.
These risks will not necessarily affect the U.S.
economy or similar issuers located in the U.S.
Securities of foreign companies may not be
registered with the U.S. Securities and Exchange
Commission (the "SEC") and foreign issuers are
generally not subject to the regulatory controls
imposed on U.S. issuers and, as a consequence,
there is generally less publicly available
information about foreign securities than is
available about domestic securities. Income from
foreign securities owned by the Fund may be
reduced by a withholding tax at the source, which
tax would reduce income received from the
securities comprising the portfolio. Foreign
securities may also be more difficult to value than
securities of U.S. issuers. While ADRs provide an
alternative to directly purchasing the underlying
foreign securities in their respective national
markets and currencies, investments in ADRs
continue to be subject to many of the risks
associated with investing directly in foreign
securities.
---------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS RISK. Countries in emerging EMERGING MARKETS SECURITIES RISK -- The Fund's
markets are generally more volatile and can have investments in emerging markets securities are
relatively unstable governments, social and legal considered speculative and subject to heightened
systems that do not protect shareholders, risks in addition to the general risks of investing in
economies based on only a few industries, and foreign securities. Unlike more established
securities markets that trade a small number of markets, emerging markets may have governments
issues. that are less stable, markets that are less liquid and
economies that are less developed. In addition, the
---------------------------------------------------------------------------------------------------------------------
15
---------------------------------------------------------------------------------------------------------------------
securities markets of emerging market countries
may consist of companies with smaller market
capitalizations and may suffer periods of relative
illiquidity; significant price volatility; restrictions
on foreign investment; and possible restrictions on
repatriation of investment income and capital.
Furthermore, foreign investors may be required to
register the proceeds of sales, and future economic
or political crises could lead to price controls,
forced mergers, expropriation or confiscatory
taxation, seizure, nationalization or creation of
government monopolies.
---------------------------------------------------------------------------------------------------------------------
DEPOSITARY RECEIPTS RISK. The Fund may invest DEPOSITARY RECEIPTS RISK -- Depositary receipts,
its assets in securities of foreign issuers in the including ADRs, are certificates evidencing
form of ADRs, which are securities representing ownership of shares of a foreign issuer that are
securities of foreign issuers. A purchaser of issued by depositary banks and generally trade on
unsponsored depositary receipts may not have an established market. ADRs are subject to many
unlimited voting rights and may not receive as of the risks associated with investing directly in
much information about the issuer of the foreign securities, including, among other things,
underlying securities as with a sponsored political, social and economic developments
depositary receipt. abroad, currency movements, and different legal,
regulatory and tax environments.
The Fund may invest in unsponsored ADRs, which are
issued by one or more depositaries without a formal
agreement with the company that issues the underlying
securities. Holders of unsponsored ADRs generally bear
all the costs thereof, and the depositaries of unsponsored
ADRs frequently are under no obligation to distribute
shareholder communications received from the issuers
of the underlying securities or to pass through voting
rights with respect to the underlying securities. In
addition, the issuers of the securities underlying
unsponsored ADRs are not obligated to disclose material
information in the United States and, therefore, there may
be less information available regarding such issuers and
there may not be a correlation between such information and
the market value of the ADRs.
---------------------------------------------------------------------------------------------------------------------
CYBERSECURITY RISK. With the increased use of N/A
technologies such as the Internet to conduct
business, the Fund is susceptible to operational,
information security, and related risks. Cyber
incidents affecting the Fund or its service
providers may cause disruptions and impact
business operations, potentially resulting in
financial losses, interference with the Fund's
ability to calculate its NAV, impediments to
trading, the inability of shareholders to transact
business, violations of applicable privacy and
other laws, regulatory fines, penalties, reputational
damage, reimbursement or other compensation
costs, or additional compliance costs.
---------------------------------------------------------------------------------------------------------------------
N/A FOREIGN CURRENCY RISK -- As a result of the Fund's
investments in securities denominated in, and/or
receiving revenues in, foreign currencies, the Fund
will be subject to currency risk. Currency risk is the
risk that foreign currencies will decline in value
relative to the U.S. dollar, in which case, dollar
value of an investment in the Fund would be
adversely affected.
---------------------------------------------------------------------------------------------------------------------
16
---------------------------------------------------------------------------------------------------------------------
N/A PREFERRED STOCK RISK -- Preferred stocks are
sensitive to interest rate changes, and are also
subject to equity risk, which is the risk that stock
prices will fall over short or extended periods of
time. The rights of preferred stocks on the
distribution of a company's assets in the event of a
liquidation are generally subordinate to the rights
associated with a company's debt securities.
---------------------------------------------------------------------------------------------------------------------
COMPARISON OF FEES AND EXPENSES
The following tables compares the fees and annual operating expenses,
expressed as a percentage of net assets ("expense ratios"), of each Target
Fund's Class I and Class R shares with the fees and PRO FORMA expense ratios of
the corresponding Acquiring Fund's Institutional Class shares based on each
Target Fund's fiscal year ended August 31, 2017. PRO FORMA expense ratios of
each Acquiring Fund give effect to the Reorganization. The PRO FORMA expense
ratios show projected estimated expenses, but actual expenses may be greater or
less than those shown. PRO FORMA numbers do not reflect the costs of the
Reorganizations because neither the Target Funds nor the Acquiring Funds will
bear any Reorganization costs.
As a result of ATIA charging a lower management fee to each Acquiring Fund
relative to its corresponding Target Fund but maintaining each Acquiring Fund's
contractual expense cap at the same level as its corresponding Target Fund, ATIA
expects to be able to recoup a substantial portion of Geneva's prior fee
reductions or expense reimbursements made with respect to each Target Fund. Such
estimated recoupments are reflected in each Acquiring Fund's "Plus Estimated
Recoupment of Previously Waived or Reimbursed Fees" entry in each table below.
17
PROPOSAL 1. FEES AND EXPENSES (UNAUDITED). REORGANIZATION OF GENEVA ADVISORS ALL
CAP GROWTH FUND INTO AT ALL CAP GROWTH FUND
CURRENT CURRENT PRO FORMA
------------------------------------------------------------
GENEVA GENEVA AT
ADVISORS ADVISORS ALL CAP
ALL CAP ALL CAP GROWTH FUND
GROWTH FUND GROWTH FUND (ACQUIRING
(TARGET FUND) (TARGET FUND) FUND)
INSTITUTIONAL
CLASS R SHARES CLASS I SHARES CLASS SHARES
------------------------------------------------------------
SHAREHOLDER FEES (fees paid directly from your
investment)
Redemption Fee (as a % of amount redeemed
within 60 days of purchase) 2.00% 2.00% None
ANNUAL FUND OPERATING EXPENSES (expenses
that you pay each year as a percentage of the
value of your investment)
Management Fees 1.10% 1.10% 0.82%
Distribution (12b-1) Fees 0.25% None None
Shareholder Servicing Fees 0.10% None None
Other Expenses 0.17% 0.27% 0.13%(1)
Total Annual Fund Operating Expenses 1.62% 1.37% 0.95%
Fee Waiver/Expense Reimbursement (0.17)% (0.27)% --
Plus Estimated Recoupment of Previously
Waived or Reimbursed Fees -- -- 0.15%(3)
Total Annual Fund Operating Expenses After Fee 1.45%(2) 1.10%(2) 1.10%(3)
Waiver and/or Expense Reimbursement
(1) There is no guarantee that actual expenses will be the same as those shown
in the table. PRO FORMA expenses of the Acquiring Fund are based on
estimated amounts for the current fiscal year.
(2) Pursuant to an operating expense limitation agreement between ATIA and the
Fund, ATIA has agreed to waive its management fees and/or reimburse
expenses of the Fund to ensure that Total Annual Fund Operating Expenses
(exclusive of interest, acquired fund fees and expenses, leverage (i.e. any
expenses incurred in connection with borrowings made by the Fund), and tax
expenses, dividends and interest expenses on short positions, brokerage
commissions and extraordinary expenses) do not exceed 1.45% for Class R
shares and 1.10% for Class I shares of the Fund's average net assets,
through December 29, 2018. The current operating expense limitation
agreement can be terminated only by, or with the consent of, the Target
Trust Board. ATIA is permitted to be reimbursed for management fee
reductions and/or expense payments made in the prior three years, if such
reimbursements will not cause the Fund to exceed the lesser of: (1) the
expense limitation in place at the time of the waiver; or (2) the expense
limitation in place at the time of the recoupment.
(3) Effective upon the closing of the Reorganization, ATIA has contractually
agreed to reduce fees and reimburse expenses to the extent necessary to
keep Total Annual Fund Operating Expenses
18
(excluding 12b-1 Fees, Shareholder Servicing Fees, interest, taxes,
brokerage commissions, acquired fund fees and expenses, and extraordinary
expenses (collectively, "excluded expenses")) from exceeding 1.10% of the
Fund's average daily net assets until February 29, 2020. In addition, ATIA
may receive from the Fund the difference between the Total Annual Fund
Operating Expenses (not including excluded expenses) and the expense cap to
recoup all or a portion of its or Geneva's prior fee reductions or expense
reimbursements made during the three-year period preceding the recoupment
if at any point Total Annual Fund Operating Expenses (not including
excluded expenses) are below the expense cap (i) at the time of the fee
waiver and/or expense reimbursement and (ii) at the time of the recoupment.
This Agreement may be terminated: (i) by the Acquiring Trust Board, for any
reason at any time, or (ii) by ATIA, upon ninety (90) days' prior written
notice to the Acquiring Trust, effective as of the close of business on
February 29, 2020.
EXPENSE EXAMPLE
This Example is intended to help you compare the costs of investing in the
Target Fund and the Acquiring Fund with the cost of investing in other mutual
funds. PRO FORMA costs of investing in Institutional Class shares of the
Acquiring Fund after giving effect to the Reorganization are provided. All costs
are based upon the information set forth in the fee table above.
The Example assumes that you invest $10,000 for the time periods indicated
and shows the expenses that you would pay if you redeem all of your shares at
the end of those time periods. The Example also assumes that your investment has
a 5% return each year and that the operating expenses remain the same. The
Example reflects fee waivers and/or expense reimbursements that are contractual
and assumes that ATIA will be recouping Geneva's prior fee reductions or expense
reimbursements made with respect to the Target Fund up to the Aquiring Fund's
expense cap. Although your actual returns and costs may be higher or lower,
based on these assumptions your costs would be:
---------------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
FUND/CLASS
---------------------------------------------------------------------------------------------------------------------
GENEVA ADVISORS ALL CAP GROWTH FUND (CURRENT) (TARGET $148 $495 $865 $1,908
FUND) -- Class R Shares
---------------------------------------------------------------------------------------------------------------------
GENEVA ADVISORS ALL CAP GROWTH FUND (CURRENT) (TARGET $112 $407 $724 $1,623
FUND) -- Class I Shares
---------------------------------------------------------------------------------------------------------------------
AT ALL CAP GROWTH FUND (PRO FORMA) (ACQUIRING FUND) -- $112 $333 $555 $1,194
Institutional Class Shares (assuming the Reorganization is
completed)
---------------------------------------------------------------------------------------------------------------------
The Example is not a representation of past or future expenses. Each Fund's
actual expenses, and an investor's direct and indirect expenses, may be more or
less than those shown. The table and the assumption in the Example of a 5%
annual return are required by regulations of the SEC applicable to all mutual
funds. The 5% annual return is not a prediction of and does not represent the
Funds' projected or actual performance.
19
PROPOSAL 2. FEES AND EXPENSES (UNAUDITED). REORGANIZATION OF GENEVA ADVISORS
EQUITY INCOME FUND INTO AT EQUITY INCOME FUND
CURRENT CURRENT PRO FORMA
--------------------------------------------------------------
GENEVA GENEVA AT EQUITY
ADVISORS EQUITY ADVISORS EQUITY INCOME FUND
INCOME FUND INCOME FUND (ACQUIRING
(TARGET FUND) (TARGET FUND) FUND)
INSTITUTIONAL
CLASS R SHARES CLASS I SHARES CLASS SHARES
--------------------------------------------------------------
SHAREHOLDER FEES (fees paid directly from your
investment)
Redemption Fee (as a % of amount redeemed
within 60 days of purchase) 2.00% 2.00% None
ANNUAL FUND OPERATING EXPENSES (expenses
that you pay each year as a percentage of the
value of your investment)
Management Fees 1.10% 1.10% 0.80%
Distribution (12b-1) Fees 0.25% None None
Shareholder Servicing Fees 0.10% None None
Other Expenses 0.23% 0.34% 0.16%(1)
Total Annual Fund Operating Expenses 1.68% 1.44% 0.96%
Fee Waiver/Expense Reimbursement (0.23)% (0.34)% --
Plus Estimated Recoupment of Previously
Waived or Reimbursed Fees -- -- 0.14%(3)
Total Annual Fund Operating Expenses After Fee 1.45%(2) 1.10%(2) 1.10%(3)
Waiver and/or Expense Reimbursement
(1) There is no guarantee that actual expenses will be the same as those shown
in the table. PRO FORMA expenses of the Acquiring Fund are based on
estimated amounts for the current fiscal year.
(2) Pursuant to an operating expense limitation agreement between ATIA and the
Fund, ATIA has agreed to waive its management fees and/or reimburse
expenses of the Fund to ensure that Total Annual Fund Operating Expenses
(exclusive of interest, acquired fund fees and expenses, leverage (i.e. any
expenses incurred in connection with borrowings made by the Fund), and tax
expenses, dividends and interest expenses on short positions, brokerage
commissions and extraordinary expenses) do not exceed 1.45% for Class R
shares and 1.10% for Class I shares of the Fund's average net assets,
through December 29, 2018. The current operating expense limitation
agreement can be terminated only by, or with the consent of, the Target
Trust Board. ATIA is permitted to be reimbursed for management fee
reductions and/or expense payments made in the prior three years, if such
reimbursements will not cause the Fund to exceed the lesser of: (1) the
expense limitation in place at the time of the waiver; or (2) the expense
limitation in place at the time of the recoupment.
(3) Effective upon the closing of the Reorganization, ATIA has contractually
agreed to reduce fees and reimburse expenses to the extent necessary to
keep Total Annual Fund Operating Expenses (excluding 12b-1 Fees,
Shareholder Servicing Fees, interest, taxes, brokerage commissions,
20
acquired fund fees and expenses, and extraordinary expenses (collectively,
"excluded expenses")) from exceeding 1.10% of the Fund's average daily net
assets until February 29, 2020. In addition, ATIA may receive from the Fund
the difference between the Total Annual Fund Operating Expenses (not
including excluded expenses) and the expense cap to recoup all or a portion
of its or Geneva's prior fee reductions or expense reimbursements made
during the three-year period preceding the recoupment if at any point Total
Annual Fund Operating Expenses (not including excluded expenses) are below
the expense cap (i) at the time of the fee waiver and/or expense
reimbursement and (ii) at the time of the recoupment. This Agreement may be
terminated: (i) by the Acquiring Trust Board, for any reason at any time,
or (ii) by ATIA, upon ninety (90) days' prior written notice to the
Acquiring Trust, effective as of the close of business on February 29,
2020.
EXPENSE EXAMPLE
This Example is intended to help you compare the costs of investing in the
Target Fund and the Acquiring Fund with the cost of investing in other mutual
funds. PRO FORMA costs of investing in Institutional Class shares of the
Acquiring Fund after giving effect to the Reorganization are provided. All costs
are based upon the information set forth in the fee table above.
The Example assumes that you invest $10,000 for the time periods indicated
and shows the expenses that you would pay if you redeem all of your shares at
the end of those time periods. The Example also assumes that your investment has
a 5% return each year and that the operating expenses remain the same. The
Example reflects fee waivers and/or expense reimbursements that are contractual
and assumes that ATIA will be recouping Geneva's prior fee reductions or expense
reimbursements made with respect to the Target Fund up to the Aquiring Fund's
expense cap. Although your actual returns and costs may be higher or lower,
based on these assumptions your costs would be:
----------------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
FUND/CLASS
----------------------------------------------------------------------------------------------------------------------
GENEVA ADVISORS EQUITY INCOME FUND (CURRENT) (TARGET $148 $507 $891 $1,968
FUND) -- Class R Shares
----------------------------------------------------------------------------------------------------------------------
GENEVA ADVISORS EQUITY INCOME FUND (CURRENT) (TARGET $112 $422 $755 $1,695
FUND) -- Class I Shares
----------------------------------------------------------------------------------------------------------------------
AT EQUITY INCOME FUND (PRO FORMA) (ACQUIRING FUND) -- $112 $334 $559 $1,204
Institutional Class Shares (assuming the Reorganization is
completed)
----------------------------------------------------------------------------------------------------------------------
The Example is not a representation of past or future expenses. Each Fund's
actual expenses, and an investor's direct and indirect expenses, may be more or
less than those shown. The table and the assumption in the Example of a 5%
annual return are required by regulations of the SEC applicable to all mutual
funds. The 5% annual return is not a prediction of and does not represent the
Funds' projected or actual performance.
For further discussion regarding the Target Trust Board's consideration of
the fees and expenses of the Funds in approving the Reorganizations, see the
section entitled "THE PROPOSED REORGANIZATIONS -- Board Considerations in
Approving the Reorganizations" in this Proxy Statement/Prospectus.
COMPARISON OF PERFORMANCE
The Acquiring Funds do not have performance history because they have not
yet commenced operations as of the date of this Proxy Statement/Prospectus. Set
forth below is information regarding the performance history of the Target
Funds.
21
PROPOSAL 1. PERFORMANCE. REORGANIZATION OF GENEVA ADVISORS ALL CAP GROWTH FUND
INTO AT ALL CAP GROWTH FUND
The performance information provides some indication of the risks of investing
in the Fund by showing changes in the Fund's performance from year to year and
by showing how the Fund's average annual total returns for one year, five years
and since inception compared with those of a broad measure of market
performance. Remember, the Fund's past performance, before and after taxes, is
not necessarily an indication of how the Fund will perform in the future.
Updated performance information is available by calling 1-877-343-6382.
[BAR CHART OMITTED - PLOT POINTS AS FOLLOWS]
2008 2009 2010 2011 2012 2013 2014 2015 2016
--------------------------------------------------------------------------------
-44.20% 35.65% 31.40% -4.69% 9.56% 35.25% -3.00% 5.73% -0.45%
(1) The returns shown in the bar chart are for Class I shares. The performance
of Class R shares will differ due to differences in expenses.
The calendar year-to-date return for the Fund's Class I shares as of September
30, 2017 was 23.21% . During the period shown in the bar chart, the best
performance for a quarter was 22.11% (for the quarter ended September 30,
2010). The worst performance was -22.94% (for the quarter ended December 31,
2008).
AVERAGE ANNUAL TOTAL RETURNS
PERIOD ENDED
DECEMBER 31, 2016
-----------------------------------------------------
SINCE
INCEPTION
ONE YEAR FIVE YEAR (9/28/2007)
-----------------------------------------------------
CLASS I SHARES
Return Before Taxes -0.45% 8.63% 4.74%
Return After Taxes on Distributions -2.19% 7.27% 4.03%
Return After Taxes on Distributions and Sale of Fund Shares -1.19% 6.81% 3.76%
CLASS R SHARES
Return Before Taxes -0.84% 8.24% 4.42%
RUSSELL 3000([R]) GROWTH TOTAL RETURN INDEX
(reflects no deduction for fees, expenses, or taxes) 7.39% 14.44% 7.61%
After-tax returns are shown for Class I shares only and will vary for Class R
shares. After-tax returns are calculated using the historically highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown, and after-tax returns are not
relevant to investors who hold their Fund shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts.
22
In certain cases, the figure representing "Return After Taxes on Distributions
and Sale of Fund Shares" may be higher than the other return figures for the
same period. A higher after-tax return results when a capital loss occurs upon
redemption and provides an assumed tax benefit to the investor.
PROPOSAL 2. PERFORMANCE. REORGANIZATION OF GENEVA ADVISORS EQUITY INCOME FUND
INTO AT EQUITY INCOME FUND.
The performance information provides some indication of the risks of investing
in the Fund by showing changes in the Fund's performance from year to year and
by showing how the Fund's average annual total returns for one year, five years
and since inception compared with those of a broad measure of market
performance. Remember, the Fund's past performance, before and after taxes, is
not necessarily an indication of how the Fund will perform in the future.
Updated performance information is available by calling 1-877-343-6382.
[BAR CHART OMITTED - PLOT POINTS AS FOLLOWS]
2011 2012 2013 2014 2015 2016
--------------------------------------------------------------------------------
9.92% 7.22% 26.51% 9.57% -6.83% 7.80%
(1) The returns shown in the bar chart are for Class I shares. The performance
of Class R shares will differ due to differences in expenses.
The calendar year-to-date return for the Fund's Class I shares as of September
30, 2017 was 14.95% . During the period shown in the bar chart, the best
performance for a quarter was 14.79% (for the quarter ended December 31, 2011).
The worst performance was -11.65% (for the quarter ended September 30, 2015).
AVERAGE ANNUAL TOTAL RETURNS
PERIOD ENDED
DECEMBER 31, 2016
-----------------------------------------------------
SINCE
INCEPTION
ONE YEAR FIVE YEAR (4/30/2010)
-----------------------------------------------------
CLASS I SHARES
Return Before Taxes 7.80% 8.34% 10.01%
Return After Taxes on Distributions 7.55% 7.65% 9.42%
Return After Taxes on Distributions and Sale of Fund Shares 4.61% 6.55% 8.04%
CLASS R SHARES
Return Before Taxes 7.40% 7.96% 9.63%
RUSSELL 1000([R]) INDEX 17.34% 14.80% 11.85%
(reflects no deduction for fees, expenses, or taxes)
23
After-tax returns are shown for Class I shares only and will vary for Class R
shares. After-tax returns are calculated using the historically highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown, and after-tax returns are not
relevant to investors who hold their Fund shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts.
COMPARISON OF FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT POLICIES
The 1940 Act requires registered investment companies, such as the Funds,
to adopt fundamental policies with respect to concentration of investments in
securities of issuers in particular industries, borrowing, issuing senior
securities, lending, investments in commodities, investments in real estate,
underwriting securities and diversification (if applicable). A comparison of the
Target Funds' and Acquiring Funds' fundamental policies is provided below.
Notwithstanding any differences in the manner in which the Funds'
fundamental and non-fundamental policies are stated and structured, the
Acquiring Funds' fundamental and non-fundamental policies are not expected to
have any material effect on the way the Acquiring Funds are managed, the
investment performance of the Acquiring Funds, or the instruments in which the
Acquiring Funds invest, relative to the Target Funds.
FUNDAMENTAL POLICIES
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TARGET FUNDS ACQUIRING FUNDS
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CONCENTRATION Each Fund may not invest 25% or more of its Each Fund may not purchase the
net assets, calculated at the time of purchase securities of issuers conducting
and taken at market value, in securities of their principal business activity in
issuers in any one industry (other than U.S. the same industry if, immediately
Government securities). after the purchase and as a result
thereof, the value of the Fund's
investments in that industry
would equal or exceed 25% of the
current value of the Fund's total
assets, provided that this
restriction does not limit the
Fund's investments in securities
issued or guaranteed by the U.S.
government, its agencies or
instrumentalities, repurchase
agreements involving such
securities, securities of other
investment companies, or
municipal securities.
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DIVERSIFICATION Each Fund may not, with respect to 75% of its Each Fund may not, with respect
total assets, invest 5% or more of its total assets to 75% of its assets: (i) purchase
in securities of a single issuer or hold 10% or the securities of any issuer
more of the voting securities of such issuer. (except securities issued or
(This restriction does not apply to investments guaranteed by the U.S.
in the securities of the U.S. Government, its government, its agencies or
agencies or instrumentalities.) instrumentalities or securities of
other investment companies) if,
as a result, more than 5% of its
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24
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total assets would be invested in
the securities of such issuer; or
(ii) acquire more than 10% of the
outstanding voting securities of
any one issuer.
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BORROWING AND Each Fund may not issue senior securities, Each Fund may not borrow
SENIOR SECURITIES borrow money or pledge its assets, except that money, except to the extent
(i) a Fund may borrow from banks in amounts permitted under the 1940 Act,
not exceeding one-third of its total assets including the rules, regulations
(including the amount borrowed); and (ii) this and any orders obtained
restriction shall not prohibit a Fund from thereunder.
engaging in options transactions or short sales
in accordance with its objectives and strategies. Each Fund may not issue senior
securities, except to the extent
permitted under the 1940 Act,
including the rules, regulations
and any orders obtained
thereunder.
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LENDING Each Fund may not make loans of money Each Fund may not make loans to
(except for the lending of its portfolio other parties if, as a result, the
securities, purchases of debt securities aggregate value of such loans
consistent with the investment policies of a would exceed one-third of the
Fund and except for repurchase agreements). Fund's total assets. For the
purposes of this limitation,
entering into repurchase
agreements, lending securities
and acquiring any debt securities
are not deemed to be the making
of loans.
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UNDERWRITING Each Fund may not act as underwriter (except Each Fund may not underwrite
to the extent a Fund may be deemed to be an securities of other issuers, except
underwriter in connection with the sale of to the extent that the purchase of
securities in its investment portfolio). permitted investments directly
from the issuer thereof or from an
underwriter for an issuer and the
later disposition of such securities
in accordance with the Fund's
investment program may be
deemed to be an underwriting.
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REAL ESTATE AND Each Fund may not purchase or sell real estate Each Fund may not purchase or
COMMODITIES unless acquired as a result of ownership of sell real estate unless acquired as
securities (although the Funds may purchase a result of ownership of securities
and sell securities that are secured by real estate or other instruments (but this
and securities of companies that invest or deal shall not prevent the Fund from
in real estate) investing in securities or other
instruments backed by real estate
Each Fund may not purchase or sell or securities of companies
commodities, unless acquired as a result of engaged in the real estate
------------------------------------------------------------------------------------------------------------------------------------
25
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ownership of securities or other instruments and business).
provided that this restriction does not prevent
the Fund from engaging in transactions involving Each Fund may not purchase or sell commodities,
currencies and futures contracts and options thereon provided that (i) currency will not be deemed
or investing in securities or other instruments that to be a commodity for purposes of this
are secured by commodities restriction, (ii) this restriction does not
limit the purchase or sale of futures contracts,
forward contracts or options, and (iii) this
restriction does not limit the purchase or
sale of securities or other instruments backed
by commodities or the purchase or sale of
commodities acquired as a result of ownership
of securities or other instruments.
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NON-FUNDAMENTAL POLICIES
------------------------------------------------------------------------------------------------------------------------------------
TARGET FUNDS ACQUIRING FUNDS
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ILLIQUID SECURITIES Each Fund may not invest 15% or Each Fund may not invest or hold more than
more of the value of its net assets, 15% of the Fund's net assets in illiquid
taken at the time of investment, in securities. For this purpose, illiquid securities
illiquid securities. Illiquid include, among others, (a) securities that are
securities are those securities illiquid by virtue of the absence of a readily
without readily available market available market or legal or contractual
quotations, including repurchase restrictions on resale, (b) fixed time deposits
agreements having a maturity of that are subject to withdrawal penalties and
more than seven days. Illiquid that have maturities of more than seven days,
securities may also include and (c) repurchase agreements not terminable
restricted securities not determined within seven days.
by the Adviser to be liquid, non-
negotiable time deposits and over-
the-counter options
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BORROWING With respect to each Fund's N/A
fundamental investment restriction
regarding borrowing (as described
above), the Fund may not purchase
portfolio securities while
outstanding borrowings exceed 5%
of its assets.
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LENDING N/A Each Fund may lend securities from its
portfolio to approved brokers, dealers and
financial institutions, to the extent permitted
under the 1940 Act, including the rules,
regulations and exemptions thereunder, which
currently limit such activities to one-third of
the value of the Fund's total assets (including
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26
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the value of the collateral received). Any such
loans of portfolio securities will be fully
collateralized based on values that are
marked-to-market daily.
------------------------------------------------------------------------------------------------------------------------------------
CONTROL OR N/A Each Fund may not make investments for the
MANAGEMENT purpose of exercising control or management,
provided that this restriction does not limit the
Fund's investments in securities of other
investment companies or investments in
entities created under the laws of foreign
countries to facilitate investment in securities
of that country.
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MARGIN N/A Each Fund may not purchase securities on
margin (except for short-term credits
necessary for the clearance of transactions).
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SHORT SELLING N/A Each Fund may not sell securities short,
unless it owns or has the right to obtain
securities equivalent in kind and amount to
the securities sold short (short sales "against
the box"), and provided that transactions in
futures contracts and options are not deemed
to constitute selling securities short.
------------------------------------------------------------------------------------------------------------------------------------
NAME CHANGE Each Fund may not may not make N/A
any change to its investment policy
of investing at least 80% of net
assets in investments suggested by
the Fund's name without first
changing the Fund's name and
providing shareholders with at
least 60 days' prior written notice.
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Each of the Target Funds and the Acquiring Funds may be subject to other
investment restrictions that are not identified above. A full description of the
Target Funds' and the Acquiring Funds' investment policies and restrictions may
be found in its respective SAI.
COMPARISON OF SHARE CLASSES AND DISTRIBUTION ARRANGEMENTS
Class R and Class I shares of each Target Fund will be exchanged for
Institutional Class shares of the corresponding Acquiring Fund. Class I shares
of the Target Funds and Institutional Class shares of the Acquiring Funds do not
impose an initial sales charge or contingent deferred sales charge and are not
subject to fees payable under a shareholder servicing plan. However, Class R
shares of the Target Funds are subject to fees payable under a distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act in the amount of 0.25% of each
such Fund's average daily net assets, as well as fees payable under a
shareholder servicing plan in the amount of 0.10% of each such Fund's average
daily net assets. The Acquiring Funds also offer Investor Class shares, which
are subject to different sales charges and distribution and shareholder
servicing arrangements, but are not part of these Reorganizations.
COMPARISON OF PURCHASE AND REDEMPTION PROCEDURES, EXCHANGE POLICIES AND
REDEMPTION FEES
PURCHASE PROCEDURES. The purchase procedures employed by the Target Funds
and the Acquiring Funds differ in some respects. Each Fund offers shares through
its distributor on a continuous
27
basis. Shares of each Fund may be purchased directly through the Fund's
transfer agent and through other authorized financial intermediaries. Investors
may purchase both initial and additional shares of both Funds by mail or wire.
Shares of the Target Funds may be purchased by telephone but shares of the
Acquiring Funds may not.
Class R and Class I shares of the Target Funds require minimum investments
of $1,000 and $100,000, respectively, and minimum subsequent investments of $100
and $1,000, respectively. The Target Funds reserve the right to waive the
minimum initial investment or minimum subsequent investment amounts at their
discretion. Institutional Class shares of the Acquiring Funds require a minimum
initial investment of $250,000; there are no minimums for subsequent investments
and the Acquiring Funds reserve the right to accept initial investments of
smaller amounts in their sole discretion. Shareholders who receive Institutional
Class shares of the Acquiring Funds as a result of the Reorganizations will be
permitted to make additional Institutional Class Share purchases of the
Acquiring Funds, subject to any conditions or limitations imposed on the
servicing of Institutional Class shares of the Acquiring Funds by a
shareholder's financial intermediary.
REDEMPTION PROCEDURES. The redemption procedures and exchange policies for
Class I and Class R shares of the Target Funds are similar to those of
Institutional Class shares of the Acquiring Fund. For each Fund, if you own your
shares directly, you may redeem your shares on any day that the Fund calculates
its NAV by contacting the Fund directly by mail or telephone. If you originally
purchased your shares through a financial intermediary, your redemption order
must be placed with the same financial intermediary in accordance with the
procedures established by that financial intermediary. The sale price will be
the NAV next determined after the Target Fund or Acquiring Fund, as applicable,
receives your request. Each of the Target Funds and the Acquiring Funds reserve
the right to determine whether to satisfy redemption requests by making payments
in securities with a market value equal to the redemption price (also known as
redemption in-kind).
The Target Funds and the Acquiring Funds have different policies with
respect to shareholder accounts with low balances. Generally, for the Acquiring
Funds, if your account balance drops below $50,000 with respect to Institutional
Class shares because of redemptions, you may be required to sell your shares.
The Acquiring Fund generally will provide you at least 60 days' written notice
to give you time to add to your account and avoid the involuntary redemption of
your shares. If you received Institutional Class shares of an Acquiring Fund as
a result of a Reorganization, you will not be subject to the $50,000 minimum
account balance with respect to Institutional Class shares of the Acquiring
Fund. Generally, for the Target Funds, if your account balance drops below
$1,000 for reasons other than a decline in the net asset value of a Target Fund
or for market reasons, you may be required to sell your shares. The Target Fund
generally will provide you at least 30 days' written notice prior to redeeming
your shares. Additional information regarding the redemption procedures of the
Target Funds and the Acquiring Funds is available in their respective
prospectuses.
EXCHANGE POLICIES. For the Target Funds, you may exchange Class R or Class
I shares of one Target Fund for the same class of shares of the other Target
Fund until the closing of the Reorganizations. For an Acquiring Fund, you may
exchange the Institutional Class shares of the Acquiring Fund that you receive
in the Reorganization for Institutional Class shares of another series of the
Acquiring Trust to which ATIA serves as investment adviser.
You may only exchange shares between accounts with identical registrations
(i.e., the same names and addresses). Additional information regarding the
Target Fund and the Acquiring Fund, including their exchange policies, is
available in their respective prospectuses.
REDEMPTION FEES. Each Target Fund charges a 2.00% redemption fee on
redemptions of shares that have been held for less than 60 days. The Target
Funds also reserve the right to waive the redemption fee, subject to their sole
discretion, in instances deemed by ATIA not to be disadvantageous to a Target
Fund or its shareholders and that do not indicate market timing strategies. More
information
28
about the Target Funds' redemption fee is available in its prospectus under the
heading "Redemption Fees." The Acquiring Funds do not charge a redemption fee.
COMPARISON OF DISTRIBUTION POLICIES
Each Fund makes distributions of net investment income and net capital
gains, if any, at least annually. Each Fund automatically reinvests any
dividends from net investment income or capital gains distributions, unless
otherwise instructed by a shareholder to pay dividends and/or distributions in
cash.
COMPARISON OF BUSINESS STRUCTURES, SHAREHOLDER RIGHTS AND APPLICABLE LAW
Each Target Fund is a series of a Delaware statutory trust and governed by
its governing instruments and the laws of the State of Delaware. Each Acquiring
Fund is a series of a Massachusetts business trust and governed by its governing
instruments and the laws of the Commonwealth of Massachusetts. While the
governing instruments and governing law of the Funds have certain similar
provisions, there are differences that might impact how a Fund is governed. A
discussion, but not a complete description, of important provisions of and the
material differences between the governing instruments and governing laws of the
Target Funds and the Acquiring Funds can be found at Exhibit C to this Proxy
Statement/Prospectus. Such material differences are summarized below:
ORGANIZATION. Each Target Fund is a series of the Target Trust, a Delaware
statutory trust, formed under the laws of the State of Delaware. Each Acquiring
Fund is a series of the Acquiring Trust, a Massachusetts business trust formed
under the laws of the Commonwealth of Massachusetts. Each of the Target Fund's
and Acquiring Fund's Amended and Restated Agreement and Declaration of Trust is
referred to below as a "Declaration."
COMPOSITION OF THE BOARD OF TRUSTEES. The Target Trust's Declaration
provides that the Target Trust Board shall be composed of between no less than
one nor more than twelve Trustees. The Acquiring Trust's Declaration provides
that the Acquiring Trust Board shall be composed of between no less than three
nor more than fifteen Trustees.
RIGHTS OF SHAREHOLDERS TO CALL A MEETING. The Target Trust's Declaration
provides that shareholder meetings shall be called by the Target Trust Board
upon the written request of shareholders owning at least 10% of the outstanding
shares of the Target Trust entitled to vote. The Target Trust's Trustees shall
not be required to call a special meeting of the shareholders of any Target Fund
or to provide shareholders seeking the opportunity of furnishing the materials
to other shareholders with a view to obtaining signatures on a request for a
meeting except to the extent required under the 1940 Act. The Bylaws of the
Acquiring Trust provide that one or more shareholders who hold at least 25% of
all shares issued and outstanding and entitled to vote may call a special
meeting of shareholders if the Acquiring Trust's Trustees or president shall
fail to call any such meeting for a period of 30 days after written application
by such shareholder or shareholders.
29
DERIVATIVE ACTIONS. Shareholders of the Target Funds are not permitted to
bring an action on behalf of the Target Trust unless (i) the shareholder or
shareholders make a pre-suit demand upon the Trustees to bring the subject
action (unless an effort to cause the Trustees to bring such an action is not
likely to succeed); (ii) unless a demand is not required under the Declaration,
shareholders holding at least 10% of the outstanding shares of the Target Trust,
or 10% of the outstanding shares of the series or class to which such action
relates join in the request for Trustees to commence such action; and (iii)
unless a demand is not required under the Declaration, the Trustees are afforded
a reasonable amount of time to consider such shareholder request and to
investigate the basis of such claim.
Shareholders of the Acquiring Funds have the power to vote as to whether or
not a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of an Acquiring Fund or
its shareholders. Such shareholders have the power to vote to the same extent as
the stockholders of a Massachusetts corporation.
RIGHT TO VOTE. Acquiring Fund shareholders have the right to vote to the
same extent as stockholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the
Acquiring Trust or the shareholders. Target Fund shareholders do not have such
right.
QUORUM AND VOTING. Except as otherwise provided by the 1940 Act or other
applicable law, for the Target Trust, one-third of shares outstanding and
entitled to vote in person or by proxy shall be a quorum as to such matter,
subject to certain exceptions. For the Acquiring Trust, a majority of the shares
entitled to vote shall be a quorum for the transaction of business at a
shareholders' meeting, subject to certain exceptions.
AMENDMENT OF GOVERNING INSTRUMENTS. For the Target Funds, the Declaration
may be amended by the Trustees, without shareholder vote, by making an
amendment, a Declaration supplemental or an amended and restated Declaration.
Target Fund shareholders shall have the right to vote (a) on any amendment as
may be required by law or by the Target Trust's registration statement filed
with the SEC and (b) on any amendment submitted to them by the Trustees.
For the Acquiring Funds, the Declaration may be amended at any time by an
instrument in writing signed by a majority of the then Trustees when authorized
to do so by a vote of shareholders holding a majority of the shares entitled to
vote. Amendments having the purpose of changing the name of the Acquiring Trust
or of supplying any omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision contained in the
Declaration of the Acquiring Trust shall not require authorization by
shareholder vote.
TERMINATION OF A FUND. A Target Fund may be terminated by the Trustees,
subject to any necessary shareholder approvals. With respect to an Acquiring
Fund, the affirmative vote of the shareholders holding at least a majority of
the shares entitled to vote or by the Trustees by written notice to the
shareholders, is required for termination of the Acquiring Fund.
LIABILITY OF SHAREHOLDERS. Under Massachusetts law, shareholders of a
business trust, such as the Acquiring Trust, could, under certain circumstances,
be held personally liable as partners for the obligations of the trust. However,
the possibility of the shareholders incurring financial loss appears remote as
the Acquiring Trust's Declaration contains an express disclaimer of shareholder
liability for obligations of the Acquiring Funds and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered
into or executed by or on behalf of the Acquiring Funds or the Trustees.
Moreover, the Acquiring Trust's Declaration provides for indemnification out of
the Acquiring Fund property for any shareholder held personally liable for the
obligations of an Acquiring Fund. The foregoing is not applicable to the Target
Trust because the Target Trust is organized as a Delaware statutory trust.
30
Further information about each Fund's governance structure is contained in
the Fund's SAI and its governing documents, which are on file with the SEC.
At the Closing (defined below), Acquiring Fund shares will be credited to
Target Fund shareholders only on a book-entry basis. The Acquiring Funds shall
not issue certificates representing shares in connection with the exchange of
Target Fund shares.
THE PROPOSED REORGANIZATIONS
SUMMARY OF AGREEMENT AND PLAN OF REORGANIZATION
The terms and conditions under which each Reorganization is expected to be
consummated are set forth in the Agreement and Plan of Reorganization. A summary
of the material provisions of the Agreement and Plan of Reorganization is
provided below and is qualified in its entirety by reference to the form of
Agreement and Plan of Reorganization, a copy of which is attached as Exhibit D
to this Proxy Statement/Prospectus.
With respect to each Reorganization, if shareholders of a Target Fund
approve the Agreement and Plan of Reorganization and other closing conditions
are satisfied, the assets of the Target Fund will be delivered to the
corresponding Acquiring Fund's custodian for the account of the Acquiring Fund
in exchange for the assumption by the Acquiring Fund of the liabilities of the
Target Fund and delivery by the Acquiring Fund to the Target Fund for further
delivery to the holders of record as of the Closing Date (as defined below) of
the issued and outstanding shares of the Target Fund of a number of shares of
the Acquiring Fund (including, if applicable, fractional shares rounded to the
nearest thousandth), having an aggregate net asset value equal to the value of
the net assets of the Target Fund so transferred, all determined and adjusted as
provided in the Agreement and Plan of Reorganization. The value of your account
with the Acquiring Fund immediately after the Reorganization is expected to be
the same or
31
substantially the same as the value of your account with the Target Fund
immediately prior to the Reorganization.
If shareholders of a Target Fund approve the Agreement and Plan of
Reorganization, the shareholders will receive Institutional Class shares of the
corresponding Acquiring Fund in exchange for their Class R and/or Class I shares
of the Target Fund, as described above under the section of this Proxy
Statement/Prospectus entitled "Comparison of Share Classes and Distribution
Arrangements."
The Target Funds and the Acquiring Funds will be required to make
representations and warranties in the Agreement and Plan of Reorganization that
are customary in matters such as the Reorganization.
If shareholders of each Target Fund approve the Reorganizations and if all
of the closing conditions set forth in the Agreement and Plan of Reorganization
are satisfied or waived, consummation of the Reorganizations (the "Closing") is
expected to occur on or around February 12, 2018 (the "Closing Date"),
immediately prior to the opening of regular trading on the New York Stock
Exchange on the Closing Date (the "Effective Time").
Following receipt of the requisite shareholder vote in favor of the
Reorganizations and as soon as reasonably practicable after the Closing, each
Target Fund will liquidate and dissolve in accordance with its governing
documents and applicable law.
The obligations of each Acquiring Fund and its corresponding Target Fund
are subject to other conditions, including the following conditions:
o the Acquiring Fund's Registration Statement on Form N-14 under the
Securities Act of 1933, as amended, of which this Proxy
Statement/Prospectus is a part, shall have been filed with the SEC and
shall have become effective, and no stop-order suspending its
effectiveness shall have been issued;
o the shareholders of the Target Fund shall have approved the Agreement
and Plan of Reorganization by the requisite vote provided in the
Target Fund's governing documents;
o the Acquiring Fund and Target Fund have each delivered an officer's
certificate certifying that all agreements and commitments set forth
in the Agreement and Plan of Reorganization have been satisfied; and
o the Acquiring Fund and Target Fund shall each have received a legal
opinion that the consummation of the transactions contemplated by the
Agreement and Plan of Reorganization will not result in the
recognition of gain or loss for federal income tax purposes for the
Target Fund or its shareholders or the Acquiring Fund.
If shareholders of a Target Fund do not approve the Agreement and Plan of
Reorganization or if the Reorganization does not otherwise close, the Target
Trust Board will consider what additional action to take. The Agreement and Plan
of Reorganization may be terminated and the Reorganization may be abandoned at
any time prior to Closing by mutual agreement of the parties. The Agreement and
Plan of Reorganization may be amended or modified in a writing signed by the
parties to the Agreement and Plan of Reorganization.
32
The approval of the Reorganization of one Target Fund is not conditioned
upon the approval of the Reorganization of the other Target Fund.
BOARD CONSIDERATIONS IN APPROVING THE REORGANIZATIONS
The Target Trust Board considered the proposed Agreement and Plan of
Reorganization at a special board meeting held on November 3, 2017. The Target
Trust Board noted ATIA provided materials and made a presentation to the Target
Trust Board on the proposed Agreement and Plan of Reorganization at a regular
board meeting held on October 10, 2017. At the November 3, 2017 meeting, the
Target Trust Board considered the proposed Reorganizations of the Target Funds
into the Acquiring Funds and unanimously approved the Agreement and Plan
Reorganization (the "Reorganization Plan"), determining that it would be in the
best interests of each of the Target Funds and its shareholders, and that such
shareholders' interests would not be diluted as a result of the Reorganization.
In determining whether to approve the Reorganization Plan and to recommend
approval of the Reorganization Plan to shareholders of each Fund, the Target
Trust Board (including all trustees who are not "interested persons" under the
1940 Act) made inquiries into a number of matters, including the following and
in no order of priority:
(i) the anticipated effect of the Reorganizations on the per-share
expenses and costs of each Target Fund, both before and after waivers
and expense limitation arrangements;
(ii) the proposed management fees, estimated expense ratios and available
information regarding the fees and expenses of the Acquiring Funds;
(iii) the potential benefits of economies of scale for the Target Funds and
potential benefits to their shareholders of promoting more efficient
operations;
(iv) the terms and conditions of the Reorganizations and whether the
Reorganizations would result in dilution of shareholder interests;
(v) the similarity of the investment objectives and principal investment
strategies of each Target Fund and each corresponding Acquiring Fund;
(vi) that ATIA will continue to provide portfolio management services to
each Target Fund;
(vii) that shareholders of the Target Funds will have a broader array of
mutual funds to exchange into by becoming shareholders of the
Acquiring Funds;
(viii) the reputation, financial strength and resources of ATIA;
(ix) that the expenses of the Reorganizations would not be borne by the
Funds' shareholders;
(x) the expected U.S. federal income tax consequences of the
Reorganizations; and
(xi) the possible alternatives to the Reorganizations.
In reaching the decision to approve the Reorganization Plan and to
recommend that shareholders vote to approve the Reorganization Plan, the Target
Trust Board, including all trustees who are not "interested persons" under the
1940 Act, unanimously concluded that participation of each Target Fund in the
Reorganizations is in the best interests of the shareholders of the Target Fund
and would not result in dilution of such shareholder's interests. Their
conclusion was based on a number of considerations, including the following:
33
IMPROVED OPERATING EFFICIENCIES
The Acquiring Funds have the potential to operate more efficiently than the
Target Funds because each Acquiring Fund may increase its assets as a result of
having access to the distribution network of ATIA and its affiliates, which
should result in the reduction of certain fixed costs as a percentage of fund
assets. The Target Trust noted that ATIA expects the operating expenses of the
Acquiring Funds to be less than the Target Funds over time because the fees
charged by the various individual service provides (including ATIA's management
fees) are changing and ATIA believes the Acquiring Funds will realize
operational and administrative efficiencies from managing the Acquiring Funds on
the same platform a the other open-end mutual funds it advises.
PORTFOLIO MANAGEMENT
ATIA's retention as the Adviser to the Acquiring Funds and the continuation
of the portfolio management team of each Target Fund to manage each
corresponding Acquiring Fund will promote continuity of asset management for
Target Fund shareholders participating in the Reorganization.
INVESTMENT OBJECTIVES AND STRATEGIES
As discussed in the sub-sections entitled "Comparison of Investment
Objectives", "Comparison of Principal Investment Strategies" and "Comparison of
Principal Risks of Investing in the Funds" inside the "Additional Information
About the Funds" section above, the Target Funds have substantially the same
investment objective, principal investment strategies and principal risks as the
corresponding Acquiring Funds.
MANAGEMENT FEES AND OPERATING EXPENSES OF THE FUNDS
The Target Trust Board also considered the management fees and operating
expense ratios for each Target Fund and corresponding Acquiring Fund. As
reflected in the section entitled "Additional Information About the Funds -
Comparison of Fees and Expenses", each Acquiring Fund will have a lower
management fee than its corresponding Target Fund. The Target Trust Board also
noted Institutional Class shares of each Acquiring Fund are expected to have the
same pro forma Total Annual Fund Operating Expenses after fee waiver, expense
reimbursements and expense recoupments as the Class I shares of its
corresponding Target Fund. The Target Trust Board further noted under the terms
of the Reorganization Plan, shareholders of Class R shares of each Target Fund,
which are subject to a Rule 12b-1 distribution fee of 0.25% and a shareholder
servicing plan fee of 0.10%, will receive full and fractional Institutional
Class shares of an Acquiring Fund, which are not subject to a Rule 12b-1 or
shareholder servicing plan fee.
Additionally, in an effort to maintain fees and expenses, the Acquiring
Trust, on behalf of each Acquiring Fund, has entered into a contractual expense
limitation agreement with ATIA through at least February 29, 2020.
EXPECTED TAX-FREE CONVERSION OF THE FUND SHARES
The Target Trust Board also considered the expected tax-free nature of the
Reorganizations. If you were to redeem your investment in a Target Fund and
invest the proceeds in another fund or other investment product, you generally
would recognize gain or loss for U.S. federal income tax purposes upon the
redemption of the shares. By contrast, upon completion of the Reorganizations,
it is intended that: (1) you will not recognize a taxable gain or a loss for
U.S. federal income tax purposes on the transfer of your investment to an
Acquiring Fund; (2) you will have the same tax basis in your Acquiring Fund
shares as you had in your Target Fund shares for U.S. federal income tax
purposes; and (3) assuming that you hold your Fund shares as a capital asset,
you will have the same holding period for your Acquiring Fund shares as you had
for your Target Fund shares. As a shareholder of an open-end fund, you will
continue to have the right to redeem any or all of your shares at net asset
value at any time. At that time, you generally would recognize a gain or loss
for U.S. federal income tax purposes.
34
EXPENSES OF THE REORGANIZATION
The Target Trust Board took into consideration the agreement by ATIA to
bear all of the expenses incurred by the Target Funds and Acquiring Funds in
connection with the Reorganizations, so that the shareholders of the Target
Funds and Acquiring Funds will not bear these costs.
FEDERAL INCOME TAX CONSIDERATIONS
The following is a general summary of the material U.S. federal income tax
considerations of the Reorganizations and is based upon the current provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), the existing
U.S. Treasury Regulations thereunder, current administrative rulings of the IRS
and published judicial decisions, all of which are subject to change. These
considerations are general in nature and individual shareholders should consult
their own tax advisers as to the federal, state, local, and foreign tax
considerations applicable to them and their individual circumstances. These
same considerations generally do not apply to shareholders who hold their
shares in a tax-deferred account.
Each Reorganization is intended to be a tax-free reorganization
pursuant to Section 368(a)(1) of the Code. The principal federal income tax
considerations that are expected to result from the Reorganization of each
Target Fund into its corresponding Acquiring Fund are as follows:
o no gain or loss will be recognized by the Target Funds or the
shareholders of the Target Funds as a direct result of the
Reorganizations;
o no gain or loss will be recognized by the Acquiring Funds as a direct
result of the Reorganizations;
o the aggregate tax basis of the shares of an Acquiring Fund to be
received by a shareholder of the corresponding Target Fund will be the
same as the shareholder's aggregate tax basis of the shares of the
Target Fund immediately before the applicable Reorganization;
o the holding period of the shares of an Acquiring Fund received by a
shareholder of the corresponding Target Fund will include the period
that a shareholder held the shares of the Target Fund (provided that
such shares of the Target Fund are capital assets in the hands of such
shareholder as of the Closing);
o the basis of the assets of each Target Fund received by the
corresponding Acquiring Fund will be the same as the basis of these
assets in the hands of the Target Fund immediately prior to the
exchange;
o the holding period of the assets of each Target Fund received by the
corresponding Acquiring Fund will include the period during which such
assets were held by the Target Fund;
o each Acquiring Fund will succeed to and take into account the items of
the corresponding Target Fund described in Section 381(c) of the Code;
and
o the consummation of the Reorganizations will not terminate the
taxable year of the Target Funds. The part of the taxable year of each
Target Fund before the Reorganizations and the taxable year of the
corresponding Acquiring Fund beginning as of the applicable
Reorganization will constitute a single taxable year of such Acquiring
Fund.
Neither of the Target Funds nor the Acquiring Funds has requested nor will
request an advance ruling from the IRS as to the federal tax consequences of the
applicable Reorganization. As a condition to Closing, Morgan, Lewis & Bockius
LLP will render a favorable opinion to each Target Fund and the
35
corresponding Acquiring Fund as to the foregoing federal income tax
consequences of the applicable Reorganization, which opinion will be
conditioned upon, among other things, the accuracy, as of the Closing Date, of
certain representations of the Target Fund and the Acquiring Fund upon which
Morgan, Lewis & Bockius LLP will rely in rendering its opinion. Such opinion of
counsel may state that no opinion is expressed as to the effect of the
Reorganization on the Target Fund, Acquiring Fund, or any Target Fund
shareholder with respect to any transferred asset as to which any unrealized
gain or loss is required to be recognized for federal income tax purposes at
the end of a taxable year (or on the termination or transfer thereof) under (A)
a mark-to-market system of accounting, (B) upon the transfer of stock in a
"passive foreign investment company" and (C) or required to be recognized upon
the transfer of an asset regardless of whether such transfer would otherwise be
a non-recognition transaction under the Code. Such opinion will be conditioned
upon the performance by the Target Fund and the Acquiring Fund of their
respective undertakings in the Agreement and Plan of Reorganization and upon
the representation letters provided by officers of the Funds to Morgan, Lewis &
Bockius LLP. A copy of the opinions will be filed with the SEC and will be
available for public inspection. See "WHERE TO FIND ADDITIONAL INFORMATION."
Opinions of counsel are not binding upon the IRS or the courts. If a
Reorganization is consummated but the IRS or the courts determine that the
Reorganization does not qualify as a tax-free reorganization under the Code, and
thus is taxable, the applicable Target Fund would recognize gain or loss on the
transfer of its assets to the corresponding Acquiring Fund and each shareholder
of the Target Fund would recognize a taxable gain or loss equal to the
difference between its tax basis in the Target Fund shares and the fair market
value of the shares of the Acquiring Fund it receives.
The tax attributes, including capital loss carryovers, of each Target Fund
will move to the corresponding Acquiring Fund in the applicable Reorganization.
The ability of an Acquiring Fund to carry forward capital losses (if any) of the
corresponding Target Fund and use such losses to offset future gains generally
will not be limited as a direct result of the Reorganization.
Significant holders of shares of a Target Fund (generally, those holders
that own at least 1% of the total outstanding stock of a Target Fund or that own
Target Fund securities with an aggregate basis of $1 million or more immediately
prior to the Reorganization) generally will be required to attach a statement to
their U.S. federal income tax return for the year in which the Reorganization
occurs that contains the information listed in U.S. Treasury Regulation 1.368
-3(b).
If you acquired different blocks of shares of a Target Fund at different
times or for different prices, you should consult your tax advisor concerning
the treatment of the basis and holding period for the different blocks of stock
in the Reorganization. You should also consult your tax adviser regarding the
U.S. federal income tax consequences to you, if any, of the Reorganizations in
light of your particular circumstances, as well as the state and local tax
consequences, if any, of the Reorganizations because this discussion is only a
general summary of certain federal income tax consequences.
COSTS OF THE REORGANIZATIONS
The costs related to the Reorganizations, including any costs directly
associated with preparing, filing, printing, and distributing to the
shareholders of the Target Funds all materials relating to this Proxy
Statement/Prospectus and soliciting shareholder votes, as well as the conversion
costs associated with the Reorganizations, will be borne by ATIA or its
affiliates. Neither the Target Funds nor the Acquiring Funds will bear any
related costs of the Reorganizations. The costs of the Reorganizations include,
but are not limited to, costs associated with organizing the Acquiring Funds,
preparation, printing and distribution of the N-14 Registration Statement for
the Reorganizations (including the
36
Prospectus/Proxy Statement contained therein), legal fees, accounting fees, and
expenses of soliciting Target Fund shareholders and holding shareholders'
meetings. ATIA or its affiliates will bear the costs associated with the
Reorganizations if the Reorganizations are not consummated.
BOARD RECOMMENDATION
The Target Trust Board unanimously recommends that shareholders of each
Target Fund approve the proposed Reorganizations.
PROPOSALS 3-4: TO APPROVE AN INVESTMENT ADVISORY AGREEMENT
Shareholders of each Target Fund are being asked to approve an investment
advisory agreement between the Target Trust, on behalf of such Target Fund, and
ATIA (the "Advisory Agreement"), which is substantially identical to the
investment advisory agreement between Geneva and the Target Trust, on behalf of
each Target Fund, in place prior to the closing of the Transaction (the "Prior
Advisory Agreement"). If the Reorganizations are approved, the Advisory
Agreement will only remain in effect until the closing of the Reorganizations.
THE PRIOR ADVISORY AGREEMENT
The Prior Advisory Agreement was dated October 28, 2014 and was last
submitted to shareholders on September 28, 2007, for the purpose of consenting
to the adoption of the Target Board's resolution to approve the Prior Advisory
Agreement. Pursuant to the Prior Advisory Agreement, Geneva served as investment
adviser to the Target Funds and supervised their investments in accordance with
their investment objectives, policies and restrictions and, in doing so, (i)
furnished the Target Funds with advice and recommendations with respect to the
investment of the Target Funds' assets and the purchase and sale of portfolio
securities for the Target Funds, including the taking of such steps as may be
necessary to implement such advice and recommendations (I.E., placing the
orders); (ii) managed and oversaw the investments of the Target Funds, subject
to the ultimate supervision and direction of the Target Trust Board; (iii) voted
proxies for the Target Funds, filed ownership reports under Section 13 of the
Securities Exchange Act of 1934 for the Target Funds, and took other actions on
behalf of the Target Funds; (iv) maintained the books and records required to be
maintained by the Target Funds except to the extent arrangements have been made
for such books and records to be maintained by the administrator or another
agent of the Target Funds; (v) furnished reports, statements and other data on
securities, economic conditions and other matters related to the investment of
the Target Funds' assets which the Target Funds' administrator or distributor or
the officers of the Target Trust may reasonably request; and (vi) rendered to
the Target Trust Board such periodic and special reports with respect to the
Target Funds' investment activities as the Target Trust Board may reasonably
request, including at least one in-person appearance annually before the Target
Trust Board.
Under the Prior Advisory Agreement, each Target Fund paid Geneva
compensation for investment advisory services rendered at an annual fee rate of
1.10% of its average daily net assets. During the fiscal year ended August 31,
2017, Geneva received $1,512,194 and $1,150,013 in aggregate investment advisory
fees from the Geneva Advisors All Cap Growth Fund and Geneva Advisors Equity
Income Fund, respectively.
The Prior Advisory Agreement provided that in the absence of willful
misfeasance, bad faith, negligence, or reckless disregard of the obligations or
duties hereunder on the part of Geneva, Geneva shall not be subject to liability
to the target Trust or the Target Funds or to any shareholder of the Target
Funds for any act or omission in the course of, or connected with, rendering
services thereunder or for any losses that may be sustained in the purchase,
holding or sale of any security by the Target Funds. The Prior Advisory
Agreement could be terminated by the Target Trust, on behalf of a Target Fund,
at any time without payment of any penalty, by the Target Trust Board or by vote
of a majority of the outstanding voting securities of a Target Fund, upon sixty
(60) days' written notice to Geneva, and by Geneva upon sixty (60) days written
notice to such Target Fund. The Prior Advisory Agreement terminated
automatically upon "assignment" (as defined in the 1940 Act).
37
Under the 1940 Act, the consummation of the Transaction between CIBC and
Geneva constituted a change of control of Geneva that resulted in the assignment
of, and automatic termination of, the Prior Advisory Agreement effective August
31, 2017. In connection with the Transaction, in anticipation of the proposed
Reorganizations and because the Prior Advisory Agreement terminated as of the
closing of the Transaction, the Target Trust Board appointed ATIA to serve as
the investment adviser to each Target Fund under the Interim Advisory Agreement
to allow for the continuous management of the Target Funds.
THE INTERIM ADVISORY AGREEMENT
Under the 1940 Act, a Target Fund's shareholders must approve any new
investment advisory agreement for the Target Fund. However, Rule 15a-4 under the
1940 Act permits an investment company's board, such as the Target Trust Board,
to appoint an investment adviser on an interim basis without the prior approval
of shareholders pursuant to an interim investment advisory agreement that
contains provisions required by Rule 15a-4. Among other requirements, Rule 15a-4
requires the new investment adviser to provide investment advisory services
under an interim investment advisory agreement on the same terms as the prior
investment adviser under the prior advisory agreement. Any fees that the new
investment adviser would be entitled to under an interim investment advisory
agreement must be held in escrow until shareholders approve a new investment
advisory agreement. An interim investment advisory agreement has a maximum term
of 150 days from the date of its effectiveness. In reliance upon Rule 15a-4, the
Target Trust Board, at a meeting held on August 18, 2017, approved the Interim
Advisory Agreement pursuant to which ATIA currently provides investment advisory
services to the Target Funds. The substantive terms of the Interim Advisory
Agreement are identical to the Prior Advisory Agreement except for the effective
date, termination provisions and fee escrow provisions, in accordance with the
requirements of Rule 15a-4 discussed above. The Interim Advisory Agreement
became effective on August 31, 2017 in connection with the consummation of the
Transaction and termination of the Prior Advisory Agreement.
THE ADVISORY AGREEMENT
The Interim Advisory Agreement will remain in effect only until the earlier
of the closing of the Reorganization, if approved by shareholders, or 150 days
following the effective date of the Interim Advisory Agreement, which is January
28, 2018. As a result, the shareholders of each Target Fund are being asked to
approve the Advisory Agreement with respect to such Target Fund in order to
ensure that ATIA will be permitted to continue serving as investment adviser
from January 28, 2018 until the closing of the Reorganization, which is
currently scheduled to occur on or around February 12, 2018. If the Advisory
Agreement with respect to a Target Fund is not approved by such Target Fund's
shareholders by January 28, 2018, ATIA will no longer be able to provide
investment advisory services to the Target Fund under the Interim Advisory
Agreement and the Target Trust Board will consider what further action to take
with respect to that Target Fund, which may include its liquidation.
In addition, any investment advisory fees to which ATIA is entitled under
the Interim Advisory Agreement must be held in escrow until shareholder approval
of the Advisory Agreement is obtained. Therefore, Target Fund shareholders are
being asked to approve the Advisory Agreement with respect to their Target Fund
in order for ATIA to receive the total amount of advisory fees accrued with
respect to that Target Fund held in escrow (plus interest). Under Rule 15a-4, if
a Target Fund's shareholders do not approve the Advisory Agreement with respect
to such Target Fund, ATIA will still be paid out of the fees currently held in
escrow with respect to the Target Fund for services rendered under the Interim
Advisory Agreement, but will receive the lesser of (i) its costs incurred in
performing under the Interim Advisory Agreement (plus interest earned on that
amount while in escrow), or (ii) the total amount of investment advisory fees
held in escrow (plus interest earned).
If the Advisory Agreement is approved by the shareholders of a Target Fund:
(i) the Advisory Agreement will take effect following such approval and will
continue in effect until the closing of the
38
applicable Reorganization and (ii) ATIA will be entitled to receive the total
amount of investment advisory fees held in escrow (plus interest earned) under
the Interim Advisory Agreement. After the closing of the applicable
Reorganizations, ATIA will be the investment adviser to the Acquiring Funds
under an investment advisory agreement between the Acquiring Trust, on behalf
of the Acquiring Funds, and ATIA.
A form of the Advisory Agreement is attached as Exhibit E to this Proxy
Statement/Prospectus. The terms of the Advisory Agreement are substantially
identical to the terms of the Prior Advisory Agreement, including with respect
to the investment advisory fee payable by each Target Fund to ATIA.
BOARD CONSIDERATIONS IN APPROVING THE ADVISORY AGREEMENT
In reaching its decision to recommend the approval of the Advisory
Agreement, the Target Trust Board, including a majority of the trustees who are
not "interested persons" under the 1940 Act, met in person at a special meeting
held on November 3, 2017, during which the Target Trust Board reviewed materials
related to ATIA. In the course of their review, the Trustees of the Target Trust
(the "Trustees") considered their fiduciary responsibilities with regard to all
factors deemed to be relevant to the Target Funds. The Target Trust Board also
considered other matters, including, but not limited to the following: (1) the
quality of services provided to the Target Funds in the past by ATIA compared to
the quality of services expected to be provided to the Target Funds going
forward; (2) the performance of the Funds while managed by ATIA's portfolio
managers; (3) the fact that there are no material differences between the terms
of the Advisory Agreement and the terms of the Prior Investment Advisory
Agreement; (4) the fact that the fee structure under the Advisory Agreement is
identical to the fee structure under the Interim Advisory Agreement and that the
Adviser has agreed to maintain each Target Fund's current expense limitation
arrangement; and (5) other factors deemed relevant.
The Target Trust Board also evaluated the Advisory Agreement in light of
information they had requested and received from the Adviser at the October 10,
2017 regular board meeting and prior to the November 3, 2017 special board
meeting. Below is a summary of the material factors considered by the Target
Trust Board in its deliberations as to whether to approve the Advisory
Agreement, and the Board's conclusions. In their deliberations, the Trustees did
not rank the importance of any particular piece of information or factor
considered, but considered these matters in their totality.
NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED TO THE TARGET FUNDS. The
Trustees considered the nature, extent and quality of services provided by ATIA
to the Funds and the amount of time devoted to the Target Funds' affairs by
ATIA's staff. The Trustees considered ATIA's specific responsibilities in all
aspects of day-to-day management of the Target Funds, as well as the
qualifications, experience and responsibilities of Robert C. Bridges and John P.
Huber, co-portfolio managers of the Geneva Advisors All Cap Growth Fund and
Geneva Advisors Equity Income Fund, Gordon C. Scott, a co portfolio manager of
the Geneva Advisors Equity Income Fund as well as other key personnel at ATIA
involved in the day-to-day activities of the Target Funds. The Trustees reviewed
information provided by ATIA in a due diligence summary, including the structure
of ATIA's compliance program, and discussed ATIA's marketing activity and its
continuing commitment to the Target Funds. The Trustees also noted any services
that extended beyond portfolio management, and they considered the trading
capabilities of ATIA. The Trustees discussed in detail ATIA's handling of
compliance matters, including the reports of the Target Trust's chief compliance
officer to the Trustees on the effectiveness of ATIA's compliance program. The
Trustees concluded that ATIA had sufficient quality and depth of personnel,
resources, investment methods and compliance policies and procedures essential
to performing its duties under the Advisory Agreement and that the nature,
overall quality and extent of the management services provided to the Target
Funds, as well as ATIA's compliance program, were satisfactory and reliable.
39
INVESTMENT PERFORMANCE OF THE ADVISER AND THE TARGET FUNDS. The Trustees
discussed the performance of the Class I shares of the Geneva Advisors All Cap
Growth Fund and the Geneva Advisors Equity Income Fund for the year-to-date,
one-year, three-year, five-year and since inception periods ended June 30, 2017.
In assessing the quality of the portfolio management services delivered by
ATIA's portfolio managers, the Trustees also compared the short-term and
longer-term performance of the Target Funds on both an absolute basis and in
comparison to a benchmark index (the Russell 3000 Growth Index for the Geneva
Advisors All Cap Growth Fund and the Russell 1000 Index for the Geneva Advisors
Equity Income Fund).
After considering all of the information, the Trustees concluded that the
performance obtained by ATIA's portfolio managers for the Target Funds was
satisfactory under current market conditions. Although past performance is not a
guarantee or indication of future results, the Trustees determined that the
Target Funds and their shareholders were likely to benefit from ATIA's continued
management.
COSTS OF SERVICE AND PROFITS REALIZED BY ATIA. The Trustees considered the
cost of services and the structure of ATIA's fees, including a review of the
expense analyses and other pertinent material with respect to the Target Funds.
The Trustees reviewed the related statistical information and other materials
provided, including the comparative expenses, expense components and peer group
selection. The Trustees considered the cost structure of each Target Fund
relative to a peer group as constructed by data presented by Morningstar Direct
(a peer group of U.S. open-end large growth funds for each Target Fund (each a
"Morningstar Peer Group") and a peer group of U.S. open-end large blend funds
for the Geneva Advisors Equity Income Fund (the "Large Blend Peer Group"). The
Trustees also reviewed the cost structure of the Geneva Advisors Equity Income
Fund compared to a peer group of five open-end funds selected by ATIA (the "ATIA
Peer Group"), and ATIA's separately-managed account strategies, as applicable,
as well as the fee waivers, expense reimbursements and recoupments of ATIA.
The Trustees also considered the overall profitability of ATIA and reviewed
ATIA's financial information and noted the expense subsidizations anticipated by
ATIA. The Trustees also examined the level of profits that could be expected to
accrue to ATIA from the fees payable under the Advisory Agreement and the
expense subsidizations undertaken by ATIA, as well as the Target Funds'
brokerage commissions and use of soft dollars by ATIA. These considerations were
based on materials requested by the Trustees and the Target Funds' administrator
specifically for the November 3, 2017 special board meeting at which the
Advisory Agreement was formally considered, as well as the reports made by ATIA.
The Trustees noted that unlike most mutual funds, including those in the
Morningstar Peer Groups, the Target Funds' operate under a unitary fee structure
whereby many of the Target Funds' ordinary operating expenses are paid by ATIA
out of its management fee.
The Trustees noted that the Geneva Advisors All Cap Growth Fund's
contractual management fee of 1.10% was above its Morningstar Peer Group average
of 0.71%. The Trustees observed that the Geneva Advisors All Cap Growth Fund's
total expense ratio (net of fee waivers and expense reimbursements) of 1.10% for
its Class I shares was above its Morningstar Peer Group average (which excludes
Rule 12b-1 fees) of 0.95%. The Trustees then compared the fees paid by the
Geneva Advisors All Cap Growth Fund to the fees paid by separately-managed
accounts of ATIA with similar investment strategies.
40
The Trustees noted that the Geneva Advisors Equity Income Fund's
contractual management fee of 1.10% was the highest in its peer group, above its
Morningstar Peer Group average of 0.71%. The Trustees observed that the Geneva
Advisors Equity Income Fund's total expense ratio (net of fee waivers and
expense reimbursements) of 1.10% for its Class I shares was higher than its
Morningstar Peer Group average (which excludes Rule 12b-1 fees) of 0.95%. The
Trustees then reviewed the Large Blend Peer Group comparisons noting the Geneva
Advisors Equity Income Fund's advisory fee of 1.10% was above the Large Blend
Peer Group average of 0.73%, and the Fund's total expense ratio of 1.10% for its
Class I shares was above the Large Blend Peer Group average of 0.97%. The
Trustees also reviewed the ATIA Peer Group comparisons noting that the Geneva
Advisors Equity Income Fund's advisory fee of 1.10% was above the ATIA Peer
Group average of 0.91%, and the Geneva Advisors Equity Income Fund's total
expense ratio of 1.10% for its Class I shares was below the ATIA Peer Group
average (which excludes Rule 12b-1 fees) of 1.14%. The Trustees then compared
the fees paid by the Geneva Advisors Equity Income Fund to the fees paid by
separately-managed accounts of ATIA with similar investment strategies.
The Trustees then noted the Advisory Agreement contained the identical fee
structure as the Interim Advisory Agreement. The Trustees further noted ATIA had
agreed to waive advisory fees and/or reimburse expenses of each Target Fund for
at least one year after the effective date of the Advisory Agreement under a new
operating expense limitation agreement between ATIA and the Trust, on behalf of
the Target Funds.
The Trustees concluded that the Target Funds' expenses and the management
fees paid to ATIA were fair and reasonable in light of the comparative
performance, expense and management fee information and considering the unitary
fee structure. The Trustees further concluded, based on a profitability analysis
prepared by ATIA, that while ATIA was not realizing profits in connection with
its management of the Geneva Advisors Equity Income Fund after reflecting
marketing and distribution expenses, ATIA's profit from sponsoring the Geneva
Advisors All Cap Growth Fund had not been, and currently was not, excessive and
that ATIA maintained adequate profit levels to support its services to the
Target Funds from the revenues of its overall investment advisory business,
despite its subsidies to support certain of the Target Funds' operations.
EXTENT OF ECONOMIES OF SCALE AS THE TARGET FUNDS GROW. The Trustees
compared each Target Fund's expenses relative to its peer group and discussed
realized and potential economies of scale. The Trustees also reviewed the
structure of each Target Fund's management fee and whether the Target Fund was
large enough to generate economies of scale for shareholders or whether
economies of scale would be expected to be realized as Target Fund assets grow
(and if so, how those economies of scale were being or would be shared with
shareholders). The Trustees reviewed all fee waivers, expense reimbursements and
recoupments by ATIA with respect to the Target Funds. The Trustees noted that
the Target Fund's management fee structure did not contain any breakpoint
reductions as the Target Fund's assets grow in size, but that the feasibility of
incorporating breakpoints would continue to be reviewed on a regular basis. With
respect to ATIA's fee structure and any applicable expense waivers, the Trustees
concluded that the fee structure under the Advisory Agreement was reasonable and
reflects a sharing of economies of scale between ATIA and the Target Funds at
each Target Fund's current asset level.
BENEFITS DERIVED FROM THE RELATIONSHIP WITH THE TARGET FUNDS. The Trustees
considered the direct and indirect benefits that could be realized by ATIA from
its association with the Target Funds. The Trustees examined the brokerage
practices of ATIA with respect to the Target Funds. The Trustees concluded that
the benefits ATIA may receive, such as greater name recognition or increased
ability to obtain research or brokerage services appear to be reasonable, and in
many cases may benefit the Target Funds.
CONCLUSIONS. No single factor was determinative in the Board's decision to
approve the Advisory Agreement for the Target Funds, but rather the Board based
its determination on the total mix of information available to the Trustees.
Based on a consideration of all the factors in their totality, the Board
determined that the Advisory Agreement with ATIA, including the advisory fees to
be paid thereunder, was fair and reasonable. The Board therefore determined that
the approval of the Advisory Agreement would be in the best interest of the
Target Funds and their shareholders.
41
INFORMATION ABOUT AT INVESTMENT ADVISERS, INC.
Information about ATIA is included under Proposals 1 and 2 under "How do
the investment advisers and distributors of the Funds compare?".
SECTION 15(F) OF THE 1940 ACT
ATIA has agreed to use reasonable efforts to assure compliance with the
conditions of Section 15(f) of the 1940 Act. Section 15(f) provides a safe
harbor for an investment adviser or any affiliated persons thereof to receive
any amount or benefit in connection with a sale of securities of, or any other
interest in, such adviser which results in an assignment of an investment
advisory contract with an investment company as long as two conditions are met.
First, no "unfair burden" may be imposed on the investment company as a result
of the transaction, or any express or implied terms, conditions or
understandings applicable thereto. As defined in the 1940 Act, the term "unfair
burden" includes any arrangement during the two-year period after the date on
which such transaction occurs whereby the investment adviser (or predecessor or
successor adviser) or any interested person of any such adviser receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services), or from any person in connection with
the purchase or sale of securities or other property to, from or on behalf of
the investment company (other than bona fide ordinary compensation as principal
underwriter of the investment company). In connection with the Reorganizations,
ATIA is not aware of any circumstances relating to the Reorganizations that
might result in the imposition of such an "unfair burden" on the Target Funds as
a result of the Transaction. Second, during the three-year period immediately
following the transaction, at least 75% of an investment company's board of
directors must not be "interested persons" of the investment adviser or the
predecessor investment adviser within the meaning of the 1940 Act. The Acquiring
Trust Board will satisfy this condition at the time of the Reorganization and
expects to continue to satisfy this condition during the three-year period
thereafter.
BROKERAGE COMMISSIONS
The Target Funds did not pay any commissions to an affiliated broker during
their most recently completed fiscal year.
BOARD RECOMMENDATION
The Target Trust Board unanimously recommends that shareholders of each
Target Fund approve the Advisory Agreement.
VOTING INFORMATION
PROXY STATEMENT/PROSPECTUS
You are receiving this Proxy Statement/Prospectus and the enclosed proxy
card because the Target Trust Board is soliciting your proxy to vote at the
Meeting and at any adjournments of the Meeting. This Proxy Statement/Prospectus
gives you information about the business to be conducted at the Meeting. Target
Fund shareholders may vote by appearing in person at the Meeting and following
the instructions below. You do not need to attend the Meeting to vote. Instead,
you may simply complete, sign, and return the enclosed proxy card or vote by
telephone or through a website established for that purpose.
This Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of
Shareholders, and the enclosed proxy card are expected to be mailed on or about
December 26, 2017 to all shareholders entitled to vote. Shareholders of record
of each Target Fund as of the close of business on the Record Date are entitled
to vote at the Meeting. The number of outstanding Class R and Class I shares of
each Target Fund, the only outstanding classes, as of the Record Date, can be
found at Exhibit A. Each share is entitled to one vote for each full share held
and a proportionate fractional vote for each fractional share held. Class R and
Class I shareholders of each Target Fund will vote together as one class.
Proxies will have the authority to vote and act on behalf of shareholders
at any adjournment of the Meeting. If a proxy is authorized to vote for a
shareholder, the shareholder may revoke the authorization at any time before it
is exercised by sending in another proxy card with a later date or by notifying
the Secretary of the Target Funds in writing at the address of the Target Funds
set forth on the cover page of this Proxy Statement/Prospectus before the
Meeting that the shareholder has revoked its proxy. In addition, although merely
attending the Meeting will not revoke your proxy, if a shareholder is present at
the Meeting, the shareholder may withdraw the proxy and vote in person. However,
if your
42
shares are held through a broker-dealer or other financial intermediary you
will need to obtain a "legal proxy" from them in order to vote your shares at
the Meeting.
VOTING RIGHTS
Only shareholders of record of the Target Funds on the Record Date may
vote. Shareholders of record on the Record Date are entitled to be present and
to vote at the Meeting. Each share or fractional share is entitled to one vote
or fraction thereof. The Target Funds' shareholders will vote separately on each
Proposal. Class R and Class I shareholders of each Target Fund will vote
together as one class.
Each proxy solicited by the Target Trust Board which is properly executed
and returned in time to be voted at the Meeting will be voted at the Meeting in
accordance with the instructions on the proxy. If no instructions are marked on
the proxy card(s), the proxy will be voted FOR each Proposal. Any proxy may be
revoked at any time prior to its use by written notification received by the
Target Trust's Secretary, by the execution and delivery of a later-dated proxy,
or by attending the Meeting and voting in person. Any letter of revocation or
later-dated proxy must be received by the Target Fund prior to the Meeting and
must indicate your name and account number to be effective. Proxies voted by
telephone or Internet may be revoked at any time before they are voted at the
Meeting in the same manner that proxies voted by mail may be revoked.
Abstentions and broker non-votes will be counted as present for purposes of
determining whether a quorum is present. The effect of an abstention or broker
non-vote will be the same as votes against a Proposal because an absolute
percentage of affirmative votes is required, regardless of the number of votes
cast, and neither an abstention nor a broker non-vote is an affirmative vote.
"Broker non-votes" occur where: (i) shares are held by brokers or nominees,
typically in "street name"; (ii) instructions have not been received from the
beneficial owners or persons entitled to vote the shares; and (iii) the broker
or nominee does not have discretionary voting power on a particular matter.
QUORUM; ADJOURNMENT
A quorum for each Target Fund is one-third of outstanding shares on the
Record Date and entitled to vote in person or by proxy at the Meeting with
respect to the Target Fund. If a quorum is not present at the Meeting with
respect to a Target Fund, or if a quorum is present at the Meeting but
sufficient votes to approve a Proposal are not received, or if other matters
arise requiring shareholder attention, the persons named as proxy agents may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a majority
of the shares of the applicable Target Fund present at the Special Meeting or
represented by proxy. When voting on a proposed adjournment, the persons named
as proxy agents will vote FOR the proposed adjournment all shares that they are
entitled to vote with respect to the Proposal, unless directed to vote AGAINST
the proposed adjournment. Any adjourned session or sessions may be held, within
a reasonable time after the date set for the original meeting, without the
necessity of further notice.
VOTE REQUIRED
Shareholders will vote separately on each Proposal. Shareholder approval of
each Proposal will require the affirmative vote of a "majority of the
outstanding voting securities" of the applicable Target Fund as defined in the
1940 Act. This means the lesser of (1) 67% or more of the shares of the
applicable Target Fund present at the Meeting or represented by proxy if more
than 50% of the outstanding shares of the Target Fund are present in person or
represented by proxy, or (2) more than 50% of the outstanding shares of the
Target Fund.
If the shareholders of a Target Fund approve the Agreement and Plan of
Reorganization, its effectiveness is conditioned upon the Closing, which in turn
is conditioned on the satisfaction or waiver of certain conditions set forth in
the Agreement and Plan of Reorganization. Please refer to the section of
43
this Proxy Statement/Prospectus entitled "THE PROPOSED REORGANIZATION --
Summary of Agreement and Plan of Reorganization" for a summary of certain such
conditions.
To help assure the presence of a quorum at the Meeting, please promptly
execute and return the enclosed proxy. A self-addressed, postage-paid envelope
is enclosed for your convenience. Alternatively, you may vote by telephone or
through the Internet at the number or website address printed on the enclosed
proxy card(s).
SHARE OWNERSHIP BY LARGE SHAREHOLDERS, MANAGEMENT AND TRUSTEES
A list of the name, address, and percent ownership of each person who, as
of November 30, 2017, to the knowledge of each Target Fund, owned 5% or more of
the outstanding Class R or Class I shares of the Target Fund can be found at
Exhibit B to this Proxy Statement/Prospectus.
Information regarding the ownership of shares of each Target Fund by the
Trustees and executive officers of the Target Trust also can be found at Exhibit
B.
OTHER MATTERS
CAPITALIZATION
The following table shows the capitalization of each Target Fund as
of August 31, 2017 and of the corresponding Acquiring Fund on a PRO FORMA
combined basis (unaudited) as of August 31, 2017 giving effect to the proposed
Reorganization. The following is an example of the number of shares of each
Acquiring Fund that would be exchanged for the shares of the corresponding
Target Fund if the Reorganization was consummated on August 31, 2017, and does
not reflect the number of shares or value of shares that would actually be
received if the Reorganization occurred on the Closing Date. Each Acquiring
Fund is a shell fund that will commence operations on the Closing Date. As a
result of the Reorganization, shareholders of each Target Fund's Class I and
Class R shares will receive Institutional Class shares of the corresponding
Acquiring Fund, and the Acquiring Fund will assume the performance and
accounting history of the Target Fund prior to the date of the Reorganization.
The capitalizations of the Target Funds, the Acquiring Funds, and
their share classes are likely to be different on the Closing Date as a result
of daily share purchase, redemption, and market activity.
-------------------------------------------------------------------------------------------------------
GENEVA ADVISORS AT ALL CAP PRO FORMA AT ALL CAP
ALL CAP GROWTH GROWTH FUND ADJUSTMENTS GROWTH FUND
FUND (PRO FORMA)
-------------------------------------------------------------------------------------------------------
Class R Shares(1) Net $3,537,239 $0 $(3,537,239) $0
Assets
-------------------------------------------------------------------------------------------------------
Class R Shares(1) 130,045 0 (130,045) 0
Outstanding
-------------------------------------------------------------------------------------------------------
Class R Shares(1) Net $27.20 $0 $(27.20) $0
Asset Value Per Share
-------------------------------------------------------------------------------------------------------
Class I Shares(1) Net $139,449,969 $0 $3,537,239 $142,987,208
Assets
-------------------------------------------------------------------------------------------------------
Class I Shares(1) 4,931,488 0 125,079 5,056,567
Outstanding
-------------------------------------------------------------------------------------------------------
44
-------------------------------------------------------------------------------------------------------
GENEVA ADVISORS AT ALL CAP PRO FORMA AT ALL CAP
ALL CAP GROWTH GROWTH FUND ADJUSTMENTS GROWTH FUND
FUND (PRO FORMA)
-------------------------------------------------------------------------------------------------------
Class I Shares(1) Net Asset $28.28 $0 $28.28 $28.28
Value Per Share
-------------------------------------------------------------------------------------------------------
(1) Class R and Class I shares of each Target Fund will be exchanged for
Institutional Class shares of the corresponding Acquiring Fund.
-------------------------------------------------------------------------------------------------------
GENEVA ADVISORS AT EQUITY PRO FORMA AT EQUITY
EQUITY INCOME INCOME FUND ADJUSTMENTS INCOME FUND
FUND (PRO FORMA)
-------------------------------------------------------------------------------------------------------
Class R Shares(1) Net $1,232,167 $0 $(1,232,167) $0
Assets
-------------------------------------------------------------------------------------------------------
Class R Shares(1) 33,876 0 (33,876) 0
Outstanding
-------------------------------------------------------------------------------------------------------
Class R Shares(1) Net $36.37 $0 $(36.37) $0
Asset Value Per Share
-------------------------------------------------------------------------------------------------------
Class I Shares(1) Net $107,339,948 $0 $1,232,167 $108,572,115
Assets
-------------------------------------------------------------------------------------------------------
Class I Shares(1) 2,937,104 0 33,712 2,970,816
Outstanding
--------------------------------------------------------------------------------------------------------
Class I Shares(1) Net Asset $36.55 $0 $36.55 $36.55
Value Per Share
-------------------------------------------------------------------------------------------------------
(1) Class R and Class I shares of each Target Fund will be exchanged for
Institutional Class shares of the corresponding Acquiring Fund.
DISSENTERS' RIGHTS
If the Reorganizations are approved at the Meeting, Target Fund
shareholders will not have the right to dissent and obtain payment of the fair
value of their shares because the exercise of dissenters' rights is subject to
the forward pricing requirements of Rule 22c-1 under the 1940 Act, which
supersedes state law. Shareholders of a Target Fund, however, have the right to
redeem their shares at net asset value subject to applicable deferred sales
charges and/or redemption fees (if any) until the Closing Date of the
Reorganizations. After the Reorganizations are consummated on the Closing Date,
Target Fund shareholders will hold shares of the corresponding Acquiring Fund,
which may also be redeemed at net asset value subject to applicable deferred
sales charges and/or redemption fees (if any).
SHAREHOLDER PROPOSALS
The Funds do not generally hold annual meetings of shareholders. A Target
Fund shareholder desiring to submit a proposal intended to be presented at any
meeting of shareholders hereafter called should send the proposal to the
Secretary of the Target Trust at the Target Trust's principal offices within a
reasonable time before the solicitation of proxies for such meeting occurs. If
the proposed Reorganizations are approved and completed for the Target Funds,
shareholders of a Target Fund will
45
become shareholders of the corresponding Acquiring Fund and, thereafter, will
be subject to the notice requirements of the Acquiring Fund. The mere
submission of a proposal by a shareholder does not guarantee that such proposal
will be included in a proxy statement because compliance with certain rules
under the federal securities laws is required before inclusion of the proposal
is required. Also, the submission does not mean that the proposal will be
presented at a future meeting. For a shareholder proposal to be considered at a
future shareholder meeting, it must be a proper matter for consideration under
applicable law.
WHERE TO FIND ADDITIONAL INFORMATION
This Proxy Statement/Prospectus and the related SAI do not contain all the
information set forth in the registration statements, the exhibits relating
thereto, and the annual and semi-annual reports filed by the Target Fund as such
documents have been filed with the SEC pursuant to the requirements of the
Securities Act of 1933, as amended, and the 1940 Act, to which reference is
hereby made. The SEC file number of the registrant of each Fund's registration
statement, which contains the Fund's prospectus and related SAI, is 811-10401
for the Target Trust and 811-06400 for the Acquiring Trust.
Each Fund is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the 1940 Act and in accordance therewith,
each Fund files or will file reports and other information with the SEC.
Reports, proxy material, registration statements, and other information filed
(including the Registration Statement relating to the Funds on Form N-14 of
which this Proxy Statement/Prospectus is a part) may be inspected without charge
and copied at the public reference facilities maintained by the SEC at Room
1580, 100 F Street, N.E., Washington, D.C. 20549-1520. Copies of such material
may also be obtained from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549-1520, at the prescribed rates. The SEC
maintains a website at www.sec.gov that contains information regarding the Funds
and other registrants that file electronically with the SEC.
LEGAL MATTERS
Certain legal matters concerning the federal income tax consequences of the
Reorganizations and the issuance of the Acquiring Funds' shares will be passed
on by the law firm of Morgan, Lewis & Bockius LLP.
EXPERTS
The audited financial statements for the Target Funds, appearing in the
Target Funds' 2017 Annual Report, have been audited by Cohen & Company, Ltd., an
independent registered public accounting firm, as set forth in their report
therein and incorporated by reference into the Statement of Additional
Information relating to this Proxy Statement/Prospectus. Such financial
statements and financial highlights are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
46
EXHIBIT A
OUTSTANDING SHARES OF THE TARGET FUNDS
As of the Record Date, there was the following number of Class R and Class
I shares outstanding of each Target Fund:
TARGET FUND NUMBER OF SHARES
TARGET FUND SHARE CLASS OUTSTANDING
--------------------------------------------------------------------------------
Geneva Advisors All Cap Growth Fund Class R [___]
Geneva Advisors All Cap Growth Fund Class I [___]
Geneva Advisors Equity Income Fund Class R [___]
Geneva Advisors Equity Income Fund Class I [___]
A-1
EXHIBIT B
OWNERSHIP OF THE TARGET FUNDS
SIGNIFICANT HOLDERS
Listed below are the name, address, and percent ownership of each person
who, as of the November 30, 2017, to the best knowledge of the Target Trust
owned 5% or more of the outstanding shares of each class of the Target Funds. A
shareholder who owns beneficially 25% or more of the outstanding securities of a
Target Fund is presumed to "control" the Target Fund as defined in the 1940 Act.
Such control may affect the voting rights of other shareholders.
--------------------------------------------------------------------------------
ALL CAP GROWTH FUND --CLASS R SHARES
--------------------------------------------------------------------------------
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNERSHIP
OWNED OF RECORD*
--------------------------------------------------------------------------------
Charles Schwab & Co., Inc.
101 Montgomery Street 67,587.822 55.64%
San Francisco, CA 94104-4151
--------------------------------------------------------------------------------
National Financial Services, LLC
200 Liberty Street 31,115.551 25.62%
One World Financial Center
--------------------------------------------------------------------------------
New York, NY 10281-1003
TD Ameritrade Incorporated 9,073.935 7.47%
200 South 108(th) Avenue
Omaha, NE 68154-2631
--------------------------------------------------------------------------------
C. Weyker & D. Valentin JTWROS
c/o Geneva Advisors, LLC 6,255.091 5.15%
181 West Madison, Suite 3575
Chicago, IL 60602
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ALL CAP GROWTH FUND --CLASS I SHARES
--------------------------------------------------------------------------------
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNERSHIP
OWNED OF RECORD*
--------------------------------------------------------------------------------
Charles Schwab & Co., Inc.
101 Montgomery Street 3,824,114.937 78.74%
San Francisco, CA 94104-4151
--------------------------------------------------------------------------------
National Financial Services, LLC
200 Liberty Street 602,413.816 12.40%
One World Financial Center
New York, NY 10281-1003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EQUITY INCOME FUND --CLASS R SHARES
--------------------------------------------------------------------------------
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNERSHIP
OWNED OF RECORD*
--------------------------------------------------------------------------------
Charles Schwab & Co., Inc.
101 Montgomery Street 17,724.908 52.43%
San Francisco, CA 94104-4151
--------------------------------------------------------------------------------
National Financial Services, LLC
200 Liberty Street
One World Financial Center 8,919.792 26.39%
New York, NY 10281-1003
--------------------------------------------------------------------------------
C. Wayker & D. Valentin JTWROS
c/o Geneva Advisors, LLC
181 West Madison, Suite 3575 4,691.460 13.88%
Chicago, IL 60602
--------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith
For the Sole Benefit of its Customers 1,831.708 5.42%
4800 Deer Lake Drive East
Jacksonville, FL, 32246-6484
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EQUITY INCOME FUND --CLASS I SHARES
--------------------------------------------------------------------------------
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OWNERSHIP
OWNED OF RECORD*
--------------------------------------------------------------------------------
Charles Schwab & Co., Inc.
101 Montgomery Street 2,296,059.796 79.67%
San Francisco, CA 94104-4151
--------------------------------------------------------------------------------
National Financial Services, LLC
200 Liberty Street
One World Financial Center 307,579.552 10.67%
New York, NY 10281-1003
--------------------------------------------------------------------------------
----------
* The Target Trust has no knowledge of whether all or any portion of the
shares owned of record are also owned beneficially.
In addition, certain clients of ATIA have delegated proxy voting
responsibility with respect to their Target Fund shares to ATIA pursuant to
their discretionary investment management agreements with ATIA. Accordingly,
ATIA has the authority to vote on behalf of these clients the Target Fund shares
held by these clients. ATIA will vote any shares of the Target Funds over which
it has voting authority consistent with its proxy voting policies and
procedures. ATIA has notified each client that is also a shareholder separately
in writing about the Reorganizations and ATIA's intent to vote each
client/shareholder's Target Fund shares in accordance with its proxy voting
policies and procedures if a client/shareholder does not so vote. ATIA will vote
each client/shareholder's shares either for or against a Proposal in accordance
with the recommendation of Institutional Shareholder Services, a third party
proxy voting agent.
As of December [___], 2017, ATIA believes that it possesses the power to
vote approximately [____]% of the Geneva Advisors All Cap Growth Fund's
outstanding voting securities and approximately [____]% of the Geneva Advisors
Equity Income Fund's outstanding voting securitie
B-1
SECURITY OWNERSHIP OF MANAGEMENT AND TRUSTEES
To the best of the knowledge of each Target Fund, the ownership of shares
of the Target Fund by executive officers and Trustees of the Target Fund as a
group constituted less than 1% of each outstanding class of shares of the Target
Fund as of the Record Date.
B-2
EXHIBIT C
COMPARISON OF BUSINESS STRUCTURES, SHAREHOLDER RIGHTS AND APPLICABLE LAW
Each Target Fund is a series of the Target Trust, a Delaware statutory trust.
If the Reorganization is approved, each Target Fund will reorganize into the
Acquiring Trust, a Massachusetts business trust. The following is a discussion
of certain provisions of the governing instruments and governing laws of the
Target Funds and the Acquiring Funds, but is not a complete description
thereof. Further information about each Fund's governance structure is
contained in each Fund's governing documents.
SHARES. The Trustees of the Target Funds and the Acquiring Fund each have the
power to issue shares without shareholder approval. The governing documents of
the Target Fund and the Acquiring Funds indicate that the amount of shares that
each Target Fund and Acquiring Fund may issue is unlimited. Shares of the
Target Funds and the Acquiring Funds have no preemptive rights.
ORGANIZATION. Each Target Fund is a series of the Target Trust, a Delaware
statutory trust pursuant to the Delaware Statutory Trust Act. The Target Trust
is governed by its Amended and Restated Declaration of Trust (the
"Declaration") and its Amended and Restated Bylaws, each as may be amended, and
its business and affairs are managed under the supervision of the Target Trust
Board. Each Acquiring Fund is a series of the Acquiring Trust, a Massachusetts
business trust formed under the laws of the Commonwealth of Massachusetts. The
Acquiring Trust is governed by its Amended and Restated Agreement and
Declaration of Trust (also, a "Declaration" and, together with the Declaration
of the Target Trust, the "Declarations") and its Amended and Restated Bylaws,
and its business and affairs are managed under the supervision of the Acquiring
Trust Board.
COMPOSITION OF THE BOARD OF TRUSTEES. The Target Trust Board shall be composed
of between no less than one nor more than twelve Trustees, each of whom shall
hold office until he or she sooner dies, resigns, retires, is removed, or
becomes physically or mentally incapacitated by reason of illness or otherwise,
or is otherwise unable to serve. Any Trustee of the Target Trust Board may be
removed by a written instrument signed by at least two-thirds of the number of
Trustees prior to such removal. Any Trustee may be removed by a vote of
two-thirds of the outstanding shares of the Target Trust.
The Acquiring Trust Board shall be composed of between no less than three nor
more than fifteen Trustees, each of whom shall hold office during the lifetime
of the Acquiring Trust or until the election and qualification of his or her
successor, or until he or she sooner dies, resigns or is removed. By vote of
the shareholders holding a majority of the shares entitled to vote, the
shareholders of the Acquiring Trust may remove a Trustee with or without cause.
By vote of a majority of the Trustees then in office, the Trustees may remove a
Trustee.
SHAREHOLDER MEETINGS AND RIGHTS OF SHAREHOLDERS TO CALL A MEETING. Neither of
the Target Funds nor the Acquiring Funds is required to hold annual meetings of
shareholders.
The Declaration of the Target Trust provides that shareholder meetings may be
called by the Target Trust Board and shall be called by the Target Trust Board
upon the written request of Shareholders owning at least 10% of the outstanding
shares of the Target Trust entitled to vote. The Trustees shall not be required
to call a special meeting of the shareholders of any Target Fund or to provide
shareholders seeking the opportunity of furnishing the materials to other
shareholders with a view to obtaining signatures on a request for a meeting
except to the extent required under the 1940 Act.
The Bylaws of the Acquiring Trust provide that special meetings of shareholders
may be called by the Trustees, by the president or, if the Trustees and the
president shall fail to call any meeting of
C-1
shareholders for a period of 30 days after written application of one or more
shareholders who hold at least 25% of all shares issued and outstanding and
entitled to vote at the meeting, then such shareholders may call such meeting.
SUBMISSION OF SHAREHOLDER PROPOSALS. The Target Funds and the Acquiring Funds
do not have provisions in their governing instruments that require shareholders
to provide advance notice to a Target Fund or Acquiring Fund, as applicable, in
order to present a proposal at a shareholder meeting. Nonetheless, the federal
securities laws, which apply to the Acquiring Funds and the Target Funds,
require that certain conditions be met to present any proposal at a shareholder
meeting. The matters to be considered and brought before an annual or special
meeting of shareholders of the Target Funds and the Acquiring Funds are limited
to only those matters, including the nomination and election of Trustees, that
are properly brought before the meeting. These requirements are intended to
provide the Board the opportunity to better evaluate the proposal and provide
additional information to shareholders for their consideration in connection
with the proposal. Failure to satisfy the requirements of these advance notice
provisions means that a shareholder may not be able to present a proposal at
the annual or special shareholder meeting.
NUMBER OF VOTES; AGGREGATE VOTING. The governing instruments of the Target
Funds provide that each shareholder is entitled to one vote for each whole
share held, and a fractional vote for each fractional share held, each dollar
of net asset value shall be entitled to one vote on any matter on which such
shares are entitled to vote and each fractional dollar amount shall be entitled
to a proportionate fractional vote. The governing instruments of the Acquiring
Fund provide that each shareholder is entitled to one vote for each whole share
held, and a fractional vote for each fractional share held. Shareholders of the
Target Fund and the Acquiring Fund are not entitled to cumulative voting in the
election of Trustees. The governing instruments of the Target Funds provide
that all shares shall be voted separately by individual series, except: (i)
when required by the 1940 Act, shares shall be voted in the aggregate and not
by individual series or class; and (ii) when the Trustees have determined that
the matter affects the interests of more than one series, then the shareholders
of all such series shall be entitled to vote thereon. The Trustees may also
determine that a matter affects only the interests of one or more classes
within a series, in which case any such matter shall only be voted on by such
class or classes. The governing instruments of the Acquiring Funds provide that
all shares shall be voted by individual series or class, except (1) when
required by the 1940 Act, shares shall be voted in the aggregate and not by
individual series or class, and (2) when the Trustees have determined that the
matter affects only the interests of one or more series or class, then only
shareholders of such series or class shall be entitled to vote.
DERIVATIVE ACTIONS. Shareholders of the Target Funds are not permitted to bring
an action on behalf of the Target Trust unless (i) the shareholder or
shareholders make a pre-suit demand upon the Trustees to bring the subject
action (unless an effort to cause the Trustees to bring such an action is not
likely to succeed); (ii) unless a demand is not required under the Declaration,
shareholders holding at least 10% of the outstanding shares of the Target
Trust, or 10% of the outstanding shares of the series or class to which such
action relates join in the request for Trustees to commence such action; and
(iii) unless a demand is not required under the Declaration, the Trustees are
afforded a reasonable amount of time to consider such shareholder request and
to investigate the basis of such claim.
Shareholders of the Acquiring Funds have the power to vote as to whether or not
a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of an Acquiring Fund or
its shareholders. Such shareholders have the power to vote to the same extent
as the stockholders of a Massachusetts corporation.
RIGHT TO VOTE. The 1940 Act provides that shareholders of the Target Funds and
the Acquiring Funds have the power to vote with respect to certain matters:
specifically, for the election of Trustees, the
C-2
selection of auditors (under certain circumstances), approval of investment
advisory agreements and plans of distribution, and amendments to policies,
objectives or restrictions deemed to be fundamental. Shareholders of the Target
Funds and the Acquiring Funds also have the right to vote on certain matters
affecting a Target Fund and an Acquiring Fund or a particular share class
thereof under their respective governing instruments and applicable state law.
Target Fund shareholders have the right to vote on (1) the election or removal
of Trustees, as provided in the Declaration of the Target Trust; (2) with
respect to any investment advisory contract to the extent provided in the
Declaration of the Target Trust; (3) with respect to any amendment of the
Declaration of the Target Trust to the extent as provided in the Declaration of
the Target Trust; and (4) with respect to such additional matters relating to
the Target Trust as may be required by law, by the Declaration of the Target
Trust, or any registration of the Target Trust with the SEC or any state, or as
the Trustees may consider desirable.
Acquiring Fund shareholders have the right to vote only (1) for the election or
removal of Trustees; (2) with respect to any investment adviser as provided in
the Declaration of the Acquiring Trust; (3) with respect to any termination of
the Acquiring Trust or the Acquiring Fund to the extent and as provided in the
Declaration of the Acquiring Trust; (4) with respect to any amendment of the
Declaration of the Acquiring Trust to the extent as provided in the Declaration
of the Acquiring Trust; (5) to the same extent as stockholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Acquiring Trust or the shareholders; and
(6) with respect to such additional matters relating to the Acquiring Trust as
may be required by law, by the Declaration of the Acquiring Trust, by the
Bylaws or by any registration of the Acquiring Trust with the SEC or any state,
or as the Acquiring Trustees may consider necessary or desirable.
QUORUM AND VOTING. If an approval is required by the 1940 Act, then, except for
the election of trustees, the vote required by the 1940 Act is the lesser of
(a) 67% or more of the shares present at the meeting, if the holders of more
than 50% of the outstanding shares entitled to vote are present or represented
by proxy; or (b) more than 50% of the outstanding shares entitled to vote.
Except as otherwise provided by the 1940 Act or other applicable law, for the
Target Trust, one-third of shares outstanding and entitled to vote in person or
by proxy shall be a quorum as to such matter; PROVIDED, HOWEVER, that any
lesser number shall be sufficient for matters upon which the shareholders vote
at adjournments, and, if a quorum is present, any matter upon which the
shareholders vote shall be approved by the affirmative vote of a majority of
the votes cast on such matter, except that Trustees shall be elected by the
affirmative vote of a plurality of the votes cast at such a meeting.
Except as otherwise provided by the 1940 Act, for the Acquiring Trust, a
majority of the shares entitled to vote shall be a quorum for the transaction
of business at a shareholders' meeting, except that where any provision of law
or of the Declaration of the Acquiring Trust permits or requires that holders
of any series or class shall vote as a series or class, then a majority of the
aggregate number of shares of that series or class entitled to vote shall be
necessary to constitute a quorum for the transaction of business by that series
or class, and, if a quorum is present at any meeting, a majority of the shares
voted decide any questions, except a plurality vote is necessary for the
election of Trustees, provided that where any provision of law or of the
Declaration of the Acquiring Trust permits or requires that the holders of any
series or class shall vote as a series or class, then a majority of the shares
of that series or class voted on the matter shall decide that matter insofar as
that series or class is concerned.
AMENDMENT OF GOVERNING INSTRUMENTS. Except as described below, the Trustees of
the Target Funds and the Acquiring Funds have the right to amend, from time to
time, the governing instruments.
C-3
For the Target Funds, the Bylaws may be amended or repealed by the Trustees to
the extent that they do not reserve that right to shareholders.
For the Acquiring Funds, the Bylaws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such majority.
For the Target Funds, the Declaration of the Target Trust may be amended by the
Trustees, without shareholder vote, by making an amendment, a Declaration
supplemental or an amended and restated Declaration. Shareholders shall have
the right to vote (a) on any amendment as may be required by law or by the
Target Trust's registration statement filed with the SEC and (b) on any
amendment submitted to them by the Trustees. Any amendment required or
permitted to be submitted to shareholders which, as the Trustees determine,
shall affect the shareholders of one or more Series shall be authorized by vote
of the shareholders of each series affected and no vote of shareholders of a
series not affected shall be required.
For the Acquiring Funds, the Declaration of the Acquiring Trust may be amended
at any time by an instrument in writing signed by a majority of the then
Trustees when authorized to do so by a vote of shareholders holding a majority
of the shares entitled to vote, except that an amendment which shall affect the
holders of one or more series or classes of shares but not the holders of all
outstanding series as classes shall be authorized by vote of the shareholders
holding a majority of the shares entitled to vote of each series or classes
affected and no vote of shareholders of a series or of classes not affected
shall be required. Amendments having the purpose of changing the name of the
Acquiring Trust or of supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision contained
in the Declaration of the Acquiring Trust shall not require authorization by
shareholder vote.
MERGERS, REORGANIZATIONS AND CONVERSIONS. For the Target Fund, subject to the
right of shareholders, if any, to vote pursuant to the Declaration, the
Trustees may cause the Target Trust, or the Target Fund, (1) to consolidate
with one or more other trusts, partnerships, associations or corporations
organized under the laws of the State of Delaware or any other state of the
United States, to form a new consolidated trust, partnership, association or
corporation under the laws under which any one of the constituent entities is
organized, or (2) to merge into one or more other trusts, partnerships,
associations or corporations organized under the laws of the State of Delaware
or any other state of the United States, or to have one or more such trusts,
partnerships, associations or corporations merged into it, any such
consolidation or merger to be upon such terms and conditions as are specified
in an agreement and plan of reorganization entered into by the Target Trust, or
the Target Fund as the case may be, in connection therewith.
The governing instruments of the Acquiring Fund provide that the Acquiring Fund
may (1) consolidate or merge with one or more other trusts, partnerships,
associations or corporations, including any series or class thereof, organized
under the laws of the Commonwealth of Massachusetts or any other state of the
United States; or (2) transfer a substantial portion of its assets to one or
more other trusts, partnerships, associations or corporations, including any
series or class thereof, organized under the laws of the Commonwealth of
Massachusetts or any other state of the United States, any such consolidation,
merger or transfer to be upon such terms and conditions as are specified in an
agreement and plan of reorganization authorized and approved by the Trustees
and entered into by the relevant series in connection therewith. Any such
consolidation, merger or transfer may be authorized by vote of a majority of
the Trustees then in office without the approval of shareholders of any
series.
C-4
TERMINATION OF A FUND. A Target Fund may be terminated by the Trustees,
subject to any necessary shareholder approvals.
With respect to an Acquiring Fund, the affirmative vote of the shareholders
holding at least a majority of the shares entitled to vote or by the Trustees
by written notice to the shareholders, is required for termination of the
Acquiring Fund.
LIABILITY OF SHAREHOLDERS. The governing instruments for the Target Funds and
the Acquiring Funds generally provide that shareholders will not be subject to
personal liability for the obligations of a Fund or a Trust. The governing
instruments for the Target Funds also contain an express disclaimer of
shareholder liability for acts of the Target Trust and provide for shareholder
indemnification if any shareholder is personally held liable for the
obligations of the Target Trust. The governing instruments for the Acquiring
Funds also contain an express disclaimer of personal liability for
shareholders. Under Massachusetts law, shareholders of a business trust could,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. However, the possibility of the shareholders
incurring financial loss appears remote as the Acquiring Funds' Declaration
contains an express disclaimer of shareholder liability for obligations of the
Acquiring Funds and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by or on behalf of
the Acquiring Funds or the Trustees. Moreover, the Acquiring Funds'
Declaration provides for indemnification out of the Acquiring Fund property for
any shareholder held personally liable for the obligations of an Acquiring
Fund.
LIABILITY OF TRUSTEES AND OFFICERS. Consistent with the 1940 Act, the
governing instruments for the Acquiring Funds and the Target Funds provide that
no Trustee or officer shall be subject to any personal liability in connection
with the assets or affairs of a Fund, except for liability arising from his or
her own willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office ("Disqualifying Conduct").
INDEMNIFICATION. The Declaration of the Target Funds provides that every person
who is, or has been, a Trustee or officer of the Target Trust ("Covered
Persons"), shall be indemnified by the Target Trust to the fullest extent
permitted by law against liability and against all expenses reasonably incurred
or paid by him or her in connection with any claim, action, suit or proceeding
in which he or she becomes involved as a party or otherwise by virtue of his or
her being or having been such a Trustee or officer and against amounts paid or
incurred by him or her in settlement thereof. No indemnification shall be
provided to a Covered Person: (a) who shall have been adjudicated by the court
or other body before which the proceeding was brought to be liable to the Trust
or its Shareholders by reason of Disqualifying Conduct or not to have acted in
good faith in the reasonable belief that his action was in the best interest of
the Target Trust; or (b) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in Disqualifying Conduct,
(i) by the court or other body approving the settlement; (ii) by at least a
majority of those Trustees who are neither interested persons of the Target
Trust nor are parties to the matter based upon a review of readily available
facts (as opposed to a full trial-type inquiry); or (iii) by written opinion of
independent legal counsel based upon a review of readily available facts (as
opposed to a full trial-type inquiry).
The Declaration of the Acquiring Trust generally provides that every person who
is, or has been, a Trustee or officer of the Acquiring Trust shall be
indemnified by the Acquiring Trust to the fullest extent permitted by law for
any claim, action, suit or proceeding in which he or she becomes involved as a
party or otherwise by virtue of his being or having been a Trustee or officer
and against amounts paid or incurred by him or her in settlement thereof. No
indemnification shall be provided to a Trustee or officer: (a) against any
liability to the Acquiring Trust or its shareholders by reason of a final
adjudication by the court or other body before which the proceeding was brought
that he or she engaged in Disqualifying
C-5
Conduct; (b) with respect to any matter as to which he or she shall have been
finally adjudicated not to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Acquiring Trust; or (c)
in the event of a settlement or other disposition not involving a final
adjudication (as provided in (a) or (b) above) and resulting in a payment by a
Trustee or officer, unless there has been either a determination that such
Trustee or officer did not engage in Disqualifying Conduct by the court or
other body approving the settlement or other disposition or a reasonable
determination, based on a review of readily available facts (as opposed to full
trial-type inquiry), that he or she did not engage in such conduct (i) by a
vote of a majority of the Trustees who are not "interested persons" of the
Acquiring Trust as that term is defined in the 1940 Act, acting on the matter
(provided that a majority of such Trustees then in office act on the matter),
or (ii) by written opinion of independent legal counsel.
C-6
EXHIBIT D
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("AGREEMENT") is adopted as of this
[____] day of [____], 20[___] by and among (i) The Advisors' Inner Circle Fund,
a Massachusetts voluntary association (commonly known as a "business trust")
("ACQUIRING ENTITY"), severally and not jointly on behalf of two of its series,
AT All Cap Growth Fund and AT Equity Income Fund (each, an "ACQUIRING FUND");
(ii) Trust for Professional Managers, a Delaware statutory trust (the "TARGET
ENTITY"), severally and not jointly on behalf of two of its series, Geneva
Advisors All Cap Growth Fund and Geneva Advisors Equity Income Fund (each, a
"TARGET FUND"); and (iii) solely for the purposes of Sections 4.3, 5.1(f) and
9.2 of this Agreement, AT Investment Advisers, Inc. ("ATIA"). Other than the
Target Funds and the Acquiring Funds, no other series of either the Target
Entity or the Acquiring Entity are parties to this Agreement.
WHEREAS, the following chart shows (i) each Target Fund and its classes of
shares and (ii) each corresponding Acquiring Fund and its corresponding classes
of shares:
--------------------------------------------------------------------------------
TARGET FUND AND ITS CLASSES OF SHARES CORRESPONDING ACQUIRING FUND AND ITS
CORRESPONDING CLASSES OF SHARES
--------------------------------------------------------------------------------
Geneva Advisors All Cap Growth Fund AT All Cap Growth Fund
Class R Shares Institutional Class Shares
Class I Shares Institutional Class Shares
--------------------------------------------------------------------------------
Geneva Advisors Equity Income Fund AT Equity Income Fund
Class R Shares Institutional Class Shares
Class I Shares Institutional Class Shares
--------------------------------------------------------------------------------
WHEREAS, the parties hereto intend for each Acquiring Fund and its
corresponding Target Fund to enter into a transaction (each, a "REORGANIZATION")
pursuant to which: (i) the Acquiring Fund will acquire all of the Assets (as
defined in Section 1.1(b)) and assume all of the Liabilities (as defined in
Section 1.1(c)) of the Target Fund in exchange for the class of shares of the
Acquiring Fund designated "Institutional Class Shares" ("ACQUIRING FUND SHARES")
of equal value to the net assets of the Target Fund determined as of the
Valuation Time (as defined in Section 2.1(e)), and (ii) the Target Fund will
distribute such Acquiring Fund Shares to shareholders of the Target Fund, in
connection with the liquidation of the Target Fund, all upon the terms and
conditions hereinafter set forth in this Agreement;
WHEREAS, each Acquiring Fund is a "shell" series of the Acquiring Entity
created for the purpose of acquiring the Assets and assuming the Liabilities of
its corresponding Target Fund;
WHEREAS, the Acquiring Entity and the Target Entity each is an open-end
management investment company registered with the Securities and Exchange
Commission (the "COMMISSION"); and
WHEREAS, this Agreement is intended to be and is adopted as a plan of
reorganization with respect to each Reorganization within the meaning of Section
368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the
"CODE").
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, and intending to be legally bound, the parties
hereto covenant and agree as follows:
1. DESCRIPTION OF THE REORGANIZATION
1.1 The Acquiring Entity and the Target Entity agree to take the following
steps with respect to each Reorganization:
(a) The Target Fund shall transfer all of its Assets, as defined in
Section 1.1(b), to the Acquiring Fund, and the Acquiring Fund in exchange
therefor shall assume the Liabilities, as defined in Section 1.1(c), and
deliver to the Target Fund the number of full and fractional Acquiring Fund
Shares determined in the manner set forth in Section 2.
(b) The assets of the Target Fund to be transferred to the Acquiring
Fund shall consist of all assets, property, and goodwill including, without
limitation, all cash, securities, commodities and futures interests, claims
(whether absolute or contingent, known or unknown, accrued or unaccrued and
including, without limitation, any interest in pending or future legal
claims in connection with past or present portfolio holdings, whether in
the form of class action claims, opt-out or other direct litigation claims,
or regulator or government-established investor recovery fund claims, and
any and all resulting recoveries) and dividends or interest receivable that
are owned by the Target Fund and any deferred or prepaid expenses shown as
an asset on the books of the Target Fund on the Closing Date (collectively,
"ASSETS").
(c) The Acquiring Fund shall assume all of the liabilities of the
Target Fund, whether accrued or contingent, known or unknown, existing at
the Closing Date (collectively, "LIABILITIES"). For the avoidance of doubt,
Liabilities shall include, but are not limited to, any contractual
obligation of the Target Fund to reimburse ATIA (or its predecessor) for
investment advisory fees previously waived or Target Fund expenses
previously reimbursed notwithstanding the fact that the agreement between
the Target Fund and ATIA giving rise to such obligation may terminate as of
the Closing Date.
(d) As soon as reasonably practicable after the Closing, the Target
Fund will distribute to its shareholders of record ("TARGET FUND
SHAREHOLDERS") the Acquiring Fund Shares received by the Target Fund
pursuant to Section 1.1(a) on a PRO RATA basis, and the Target Fund will as
promptly as practicable thereafter completely liquidate and dissolve. Such
distribution and liquidation will be accomplished, with respect to the
Target Fund's shares, by the transfer of the Acquiring Fund Shares then
credited to the account of the
2
Target Fund on the books of the Acquiring Fund to open accounts on the
share records of the Acquiring Fund in the names of the Target Fund
Shareholders. At the Closing, any outstanding certificates representing
shares of the Target Fund will be cancelled. The Acquiring Fund shall not
issue certificates representing shares in connection with such exchange,
irrespective of whether Target Fund Shareholders hold their Target Fund
shares in certificated form.
(e) Ownership of Acquiring Fund Shares will be shown on its books, as
such are maintained by the Acquiring Fund's transfer agent.
2. VALUATION
2.1 With respect to each Reorganization:
(a) The net value of the Target Fund's Assets to be acquired by the
Acquiring Fund hereunder shall be computed as of the Valuation Time
(defined below) by calculating the value of the Assets, which shall reflect
the declaration of any dividends, and subtracting therefrom the amount of
the Liabilities using the valuation procedures established by the Acquiring
Entity's Board of Trustees ("ACQUIRING FUND'S VALUATION PROCEDURES") .
(b) The number of Acquiring Fund Shares (including fractional shares,
if any, rounded to the nearest thousandth) issued by the Acquiring Fund in
exchange for the Target Fund's Assets shall equal the sum of the number of
Class R Shares and Class I Shares of the Target Fund outstanding as of the
Valuation Time.
(c) The net asset value per share of the Acquiring Fund Shares issued
in connection with the Reorganization shall be determined to the nearest
full cent as of the Valuation Time, by dividing the net value of the Target
Fund's Assets (described in Section 2.1(a) hereof) by the number of
Acquiring Fund Shares issued in connection with the Reorganization
(described in Section 2.1(b) hereof).
(d) All computations of value shall be made by the Acquiring Fund's
administrator using the Acquiring Fund's Valuation Procedures and shall be
subject to review by the Target Fund's administrator and, if requested by
either the Target Entity or the Acquiring Entity, by the independent
registered public accountant of the requesting party and at the cost of the
requesting party.
(e) "VALUATION TIME" shall mean immediately after the close of regular
trading on the New York Stock Exchange ("NYSE") on the Valuation Date.
(f) "VALUATION DATE" shall mean the business day next preceding the
Closing Date.
3. CLOSING AND CLOSING DATE
3.1 Each Reorganization shall close on February 12, 2018 or such other date
as the parties may agree (the "CLOSING DATE"). All acts taking place at the
closing of each
3
Reorganization ("CLOSING") shall be deemed to take place simultaneously as of
immediately prior to the opening of regular trading on the NYSE on the Closing
Date unless otherwise agreed to by the parties (the "CLOSING TIME"). The
Closing of each Reorganization may be held in person, by facsimile, email or
such other communication means as the parties may agree.
3.2 With respect to each Reorganization:
(a) The Target Fund's portfolio securities, investments or other
assets that are represented by a certificate or other written instrument
shall be transferred and delivered by the Target Fund as of the Closing
Date to the Acquiring Fund's custodian (the "ACQUIRING CUSTODIAN") for the
account of the Acquiring Fund duly endorsed in proper form for transfer and
in such condition as to constitute good delivery thereof. The Target Entity
shall direct the Target Fund's custodian (the "TARGET CUSTODIAN") to
deliver to the Acquiring Custodian as of the Closing Date by book entry, in
accordance with customary practices of the Target Custodian and any
securities depository (as defined in Rule 17f-4 under the Investment
Company Act of 1940, as amended (the "1940 ACT")), in which the Assets are
deposited, the Target Fund's portfolio securities and instruments so held.
The cash to be transferred by the Target Fund shall be delivered to the
Acquiring Custodian by wire transfer of federal funds or other appropriate
means on the Closing Date. If the Target Fund is unable to make such
delivery on the Closing Date in the manner contemplated by this Section for
the reason that any of such securities or other investments purchased prior
to the Closing Date have not yet been delivered to the Target Fund or its
broker, then the Acquiring Fund may, in its sole discretion, waive the
delivery requirements of this Section with respect to said undelivered
securities or other investments if the Target Fund has, by or on the
Closing Date, delivered to the Acquiring Fund or the Acquiring Custodian
executed copies of an agreement of assignment and escrow and due bills
executed on behalf of said broker or brokers, together with such other
documents as may be required by the Acquiring Fund or the Acquiring
Custodian, such as brokers' confirmation slips.
(b) The Target Entity shall direct the Target Custodian to deliver, at
the Closing or promptly thereafter, a certificate of an authorized officer
stating that except as permitted by Section 3.2(a), the Assets have been
delivered in proper form to the Acquiring Fund no later than the Closing
Time on the Closing Date. The Target Entity shall be responsible for paying
all necessary taxes in connection with the delivery of the Assets,
including all applicable Federal, state and foreign stock transfer stamps,
if any, and shall deliver, at the Closing or promptly thereafter, a
certificate of an authorized officer of the Target Entity stating that all
such taxes have been paid or provision for payment has been made.
(c) At such time prior to the Closing Date as the parties mutually
agree, the Target Fund shall provide (i) instructions and related
information to the Acquiring Fund or its transfer agent with respect to the
Target Fund Shareholders, including names, addresses, dividend reinvestment
elections and tax withholding status of the Target Fund Shareholders as of
the date agreed upon (such information to be updated as of the Closing
Date, as necessary) and (ii) the information and documentation maintained
by the Target Fund or its agents relating to the identification and
verification of the Target Fund
4
Shareholders under the USA PATRIOT ACT and other applicable anti-money
laundering laws, rules and regulations and such other information as the
Acquiring Fund may reasonably request.
(d) The Target Entity shall direct the transfer agent for the Target
Fund (the "TARGET TRANSFER AGENT") to deliver to the Acquiring Fund at the
Closing a certificate of an authorized officer stating that its records, as
provided to the Acquiring Entity, contain the names and addresses of the
Target Fund Shareholders and the number of outstanding shares owned by each
such shareholder immediately prior to the Closing. The Acquiring Fund shall
issue and deliver to the Target Fund a confirmation evidencing the
Acquiring Fund Shares to be credited on the Closing Date, or provide other
evidence reasonably satisfactory to the Target Entity that such Acquiring
Fund Shares have been credited to the Target Fund Shareholders' accounts on
the books of the Acquiring Fund. At the Closing, each party shall deliver
to the other such bills of sale, checks, assignments, certificates, if any,
receipts or other documents as such other party or its counsel may
reasonably request.
(e) In the event that on the Valuation Date or the Closing Date (a)
the NYSE or another primary trading market for portfolio securities of the
Target Fund (each, an "EXCHANGE") shall be closed to trading or trading
thereupon 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 the Board of Trustees of the Acquiring Entity or the Target Entity or
the authorized officers of either of such entities, accurate appraisal of
the value of the net assets of the Target Fund is impracticable, the
Closing Date shall be postponed until the second business day after the day
when trading shall have been fully resumed and reporting shall have been
restored.
4. REPRESENTATIONS AND WARRANTIES
4.1 The Target Entity, on behalf of itself or, where applicable, each
Target Fund, represents and warrants to the Acquiring Entity and each Target
Fund's corresponding Acquiring Fund as follows:
(a) The Target Fund is duly organized as a series of the Target
Entity, which is a statutory trust duly formed, validly existing, and in
good standing under the laws of the State of Delaware with power under its
Agreement and Declaration of Trust and bylaws, as each may have been
amended from time to time and are currently in effect ("GOVERNING
DOCUMENTS"), to own all of its Assets, to carry on its business as it is
now being conducted and to enter into this Agreement and perform its
obligations hereunder;
(b) The Target Entity is a registered investment company classified as
a management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act, and the
registration of the issued and outstanding shares of the Target Fund under
the Securities Act of 1933, as amended ("1933 ACT"), are in full force and
effect;
5
(c) No consent, approval, authorization, or order of any court or
governmental authority or the Financial Industry Regulatory Authority
("FINRA") is required for the consummation by the Target Fund and the
Target Entity of the transactions contemplated herein, except such as have
been obtained or will be obtained at or prior to the Closing Date under the
1933 Act, the Securities Exchange Act of 1934, as amended ("1934 ACT"), the
1940 Act and state securities laws;
(d) The current prospectus and statement of additional information of
the Target Fund and each prospectus and statement of additional information
of the Target Fund used at all times between the commencement of operations
of the Target Fund and the date of this Agreement conforms or conformed at
the time of its use in all material respects to the applicable requirements
of the 1933 Act and the 1940 Act and the rules and regulations of the
Commission thereunder and does not or did not at the time of its use
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not materially misleading;
(e) The Target Fund is in compliance in all material respects with the
applicable investment policies and restrictions set forth in the Target
Fund's prospectus and statement of additional information;
(f) Except as otherwise disclosed to and accepted by or on behalf of
the Acquiring Fund, the Target Fund will on the Closing Date have good
title to the Assets and full right, power, and authority to sell, assign,
transfer and deliver such Assets free of adverse claims, including any
liens or other encumbrances, and upon delivery and payment for such Assets,
the Acquiring Fund will acquire good title thereto, free of adverse claims
and subject to no restrictions on the full transfer thereof, including,
without limitation, such restrictions as might arise under the 1933 Act,
provided that, if disclosed in writing to the Acquiring Fund, the Acquiring
Fund will acquire Assets that are segregated as collateral for the Target
Fund's derivative positions, if any, including without limitation, as
collateral for swap positions and as margin for futures positions, if any,
subject to such segregation and liens that apply to such Assets;
(g) The Target Fund is not engaged currently, and the execution,
delivery and performance of this Agreement will not result, in (i) a
violation of the Target Entity's Governing Documents or a material
violation of any material agreement, indenture, instrument, contract, lease
or other undertaking to which the Target Fund or the Target Entity is a
party or by which it is bound, or (ii) the acceleration of any material
obligation, or the imposition of any material lien, encumbrance, penalty,
or additional fee under any agreement, indenture, instrument, contract,
lease, judgment or decree to which the Target Fund or the Target Entity is
a party or by which it is bound;
(h) Except as otherwise disclosed in writing to and accepted by or on
behalf of the Acquiring Entity, no litigation or administrative proceeding
or investigation of or before any court, tribunal, arbitrator, governmental
body or FINRA is presently pending or, to the Target Entity's knowledge,
threatened against the Target Entity or the Target Fund that, if adversely
determined, would materially and adversely affect the Target
6
Entity's or the Target Fund's financial condition, the conduct of its
business or its ability to consummate the transactions contemplated by this
Agreement. The Target Entity, without any special investigation or inquiry,
knows of no facts that might form the basis for the institution of such
proceedings or investigations, and neither the Target Entity nor the Target
Fund is a party to or subject to the provisions of any order, decree or
judgment of any court, tribunal, arbitrator, governmental body or FINRA
that materially and adversely affects its business or its ability to
consummate the transactions herein contemplated;
(i) The financial statements of the Target Fund for the Target Fund's
most recently completed fiscal year have been audited by an independent
registered public accounting firm, which is identified in the Target Fund's
prospectus or statement of additional information included in the Target
Fund's registration statement on Form N-1A (respectively, the "PROSPECTUS"
and "STATEMENT OF ADDITIONAL INFORMATION"). Such statements, as well as the
unaudited, semi-annual financial statements for the semi-annual period next
succeeding the Target Fund's most recently completed fiscal year, if any,
were prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP") consistently applied, and such
statements present fairly, in all material respects, the financial
condition of the Target Fund as of such date(s) in accordance with GAAP,
and there are no known contingent liabilities of the Target Fund required
to be reflected on a balance sheet (including the notes thereto) in
accordance with GAAP as of such date(s) not disclosed therein;
(j) Since the last day of the fiscal half-year covered by the Target
Fund's most recent semi-annual report to shareholders, there has not been
any material adverse change in the Target Fund's financial condition,
assets, liabilities or business, other than changes occurring in the
ordinary course of business;
(k) On the Closing Date, all Returns (as defined below) of the Target
Fund required by law to have been filed by such date (including any
extensions) shall have been filed and are or will be true, correct and
complete in all material respects, and all Taxes (as defined below) shown
as due or claimed to be due by any government entity shall have been paid
or provision has been made for the payment thereof. To the Target Entity's
knowledge, no such Return is currently under audit by any Federal, state,
local or foreign Tax authority; no assessment has been asserted with
respect to such Returns; there are no levies, liens or other encumbrances
on the Target Fund or its assets resulting from the non-payment of any
Taxes; no waivers of the time to assess any such Taxes are outstanding nor
are any written requests for such waivers pending; the Target Fund is not
liable for taxes of any person other than itself (excluding in its capacity
as withholding agent) and is not a party to any tax sharing or allocation
agreement; and adequate provision has been made in the Target Fund's
financial statements for all Taxes in respect of all periods ended on or
before the date of such financial statements. As used in this Agreement,
"TAX" or "TAXES" means any tax, governmental fee or other like assessment
or charge of any kind whatsoever (including, but not limited to,
withholding on amounts paid to or by any person), together with any
interest, penalty, addition to tax or additional amount imposed by any
governmental authority (domestic or foreign) responsible for the imposition
of any such tax. "RETURN" means reports, returns, information returns,
7
elections, agreements, declarations, or other documents of any nature or
kind (including any attached schedules, supplements and additional or
supporting material) filed or required to be filed with respect to Taxes,
including any claim for refund, amended return or declaration of estimated
Taxes (and including any amendments with respect thereto);
(l) The Target Fund has elected to be a regulated investment company
under Subchapter M of the Code and is a fund that is treated as a separate
corporation under Section 851(g) of the Code. The Target Fund has qualified
for treatment as a regulated investment company for each taxable year since
inception that has ended prior to the Closing Date and will have satisfied
the requirements of Part I of Subchapter M of the Code to maintain such
qualification for the period beginning on the first day of its current
taxable year and ending on the Closing Date. The consummation of the
transaction contemplated by the Agreement will not cause the Target Fund to
fail to be qualified as a regulated investment company as of the Closing
Date. The Target Fund has no earnings or profits accumulated in any taxable
year in which the provisions of Subchapter M of the Code did not apply to
it;
(m) Target Fund has not received written notification from any tax
authority that asserts a position contrary to any of the representations in
paragraphs (k) or (l) of this Section 4.1;
(n) All issued and outstanding shares of the Target Fund are, and on
the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable by the Target Entity and, in every state where
offered or sold, such offers and sales have been in compliance in all
material respects with applicable registration and/or notice requirements
of the 1933 Act and state and District of Columbia securities laws;
(o) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
action, if any, on the part of the Board of Trustees of the Target Entity,
on behalf of the Target Fund, and subject to the approval of the
shareholders of the Target Fund and the due authorization, execution and
delivery of this Agreement by the other parties hereto, this Agreement will
constitute a valid and binding obligation of the Target Fund, enforceable
in accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles;
(p) Within a timeframe mutually agreeable to the parties, the Target
Fund will provide the Acquiring Fund with such information relating to the
Target Fund as is reasonably necessary for the preparation of the N-14
Registration Statement (as defined in Section 5.1(b)) in connection with
the meeting of shareholders of the Target Fund to approve this Agreement
and such information, as of the date provided through the date of the
meeting of shareholders of the Target Fund, will not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which such statements were made, not misleading,
provided, however, that the representations and warranties in this
paragraph shall not apply to statements in or omissions from the N-14
Registration
8
Statement made in reliance upon and in conformity with information that was
furnished by the Acquiring Entity for use therein;
(q) The books and records of the Target Fund are true and correct in
all material respects and contain no material omissions with respect to
information required to be maintained under the laws, rules and regulations
applicable to the Target Fund;
(r) The Target Fund is not under the jurisdiction of a court in a
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code;
(s) The Target Fund will not be subject to corporate-level taxation on
the sale of any assets currently held by it as a result of the application
of Section 337(d) of the Code and the Treasury Regulations thereunder;
(t) The Target Fund has no unamortized or unpaid organizational fees
or expenses;
(u) Except as otherwise disclosed in writing to and accepted by or on
behalf of the Acquired Fund, the Target Fund has no material contracts or
other commitments (other than this Agreement) that will be terminated with
liability to it prior to the Closing Date;
(v) The Target Fund is in compliance in all material respects with
applicable regulations of the Internal Revenue Service pertaining to the
reporting of dividends and other distributions on and redemptions of its
shares of beneficial interest, including but not limited to those related
to shareholder cost basis reporting pursuant to Sections 1012, 6045, 6045A
and 6045B of the Code and related Treasury regulations, and has withheld in
respect of dividends and other distributions and paid to the proper taxing
authorities all taxes required to be withheld, and is not liable for any
penalties which could be imposed thereunder;
(w) The Acquiring Fund Shares to be issued pursuant to the terms of
this Agreement are not being acquired by the Target Fund for the purpose of
making any distribution thereof, other than in accordance with the terms of
this Agreement;
(x) The Target Fund has maintained since its formation its August 31
fiscal year-end for U.S. federal income tax purposes, and has never changed
its August 31 fiscal year-end for U.S. federal income tax purposes, by for
example, filing IRS Form 1128 "Application to Adopt, Change, or retain a
Tax Year;"
(y) To the best knowledge of the officers of the Target Fund, (i)
except as described in clause (ii) below, the Target Fund has satisfied all
federal, state and local tax liabilities (including federal income and
excise taxes) for taxes due and payable, and (ii) the Target Fund has
satisfied its calendar year 2016 excise tax and August 31, 2017 income tax
distribution requirements. The Target Fund has not filed a federal Section
6662 Disclosure Statement with respect to any return; and
9
(z) The Target Fund does not currently hold any property that it
received directly or indirectly from a "C corporation", as defined in
Treas. Reg. [section] 1.337(d) -7(a)(2)(i), in a "conversion transaction"
as defined in [section] 1.337(d) -7(a)(2)(ii) of the Treasury Regulations.
4.2 The Acquiring Entity, on behalf of each Acquiring Fund, represents and
warrants to the Target Entity and to each Acquiring Fund's corresponding Target
Fund as follows:
(a) The Acquiring Fund is duly organized as a series of the Acquiring
Entity, which is a business trust duly formed and validly existing, and in
good standing under the laws of the Commonwealth of Massachusetts, with
power under its Governing Documents, to own all of its properties and
assets and to carry on its business as it is now being, and as it is
contemplated to be, conducted, and to enter into this Agreement and perform
its obligations hereunder. As used in this Agreement, the term "good
standing under the laws of the Commonwealth of Massachusetts" means (i)
having filed a copy of the Acquiring Entity's declaration of trust pursuant
to Chapter 182 of the General Laws of the Commonwealth of Massachusetts
("CHAPTER 182"), (ii) having filed the necessary certificates required to
be filed under Chapter 182, (iii) having paid the necessary fees due
thereon and (iv) being authorized to exercise in the Commonwealth of
Massachusetts all of the powers recited in the Acquiring Entity's
declaration of trust and to transact business in the Commonwealth of
Massachusetts;
(b) The Acquiring Entity is a registered investment company classified
as a management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act is in full force and
effect;
(c) Prior to the Closing, the registration of the Acquiring Fund
Shares to be issued in the Reorganization under the 1933 Act will be in
full force and effect;
(d) No consent, approval, authorization, or order of any court,
governmental authority or FINRA is required for the consummation by the
Acquiring Fund and the Acquiring Entity of the transactions contemplated
herein, except such as have been or will be obtained (at or prior to the
Closing Date) under the 1933 Act, the 1934 Act, the 1940 Act and state
securities laws;
(e) The prospectuses and statements of additional information of the
Acquiring Fund, including supplements thereto, to be used in connection
with the Reorganization will conform at the time of their use in all
material respects to the applicable requirements of the 1933 Act and the
1940 Act and the rules and regulations of the Commission thereunder and
will not include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not materially misleading;
(f) The Acquiring Fund is not engaged currently, and the execution,
delivery and performance of this Agreement will not result, in (i) a
violation of the Acquiring Entity's Governing Documents or a material
violation of any material agreement,
10
indenture, instrument, contract, lease or other undertaking to which the
Acquiring Fund or the Acquiring Entity is a party or by which it is bound,
or (ii) the acceleration of any material obligation, or the imposition of
any material lien, encumbrance, penalty, or additional fee under any
agreement, indenture, instrument, contract, lease, judgment or decree to
which the Acquiring Fund or the Acquiring Entity is a party or by which it
is bound;
(g) Except as otherwise disclosed in writing to and accepted by or on
behalf of the Target Fund, no litigation or administrative proceeding or
investigation of or before any court, tribunal, arbitrator, governmental
body or FINRA is presently pending or, to the Acquiring Entity's knowledge,
threatened against the Acquiring Entity or the Acquiring Fund that, if
adversely determined, would materially and adversely affect the Acquiring
Entity's or the Acquiring Fund's financial condition, the conduct of its
business or its ability to consummate the transactions contemplated by this
Agreement. The Acquiring Fund and the Acquiring Entity, without any special
investigation or inquiry, know of no facts that might form the basis for
the institution of such proceedings and neither the Acquiring Entity nor
the Acquiring Fund is a party to or subject to the provisions of any order,
decree or judgment of any court, governmental body or FINRA that materially
and adversely affects its business or its ability to consummate the
transactions herein contemplated;
(h) By the Closing, the Acquiring Entity's board of trustees and
officers shall have taken all actions as are necessary under the 1933 Act,
1934 Act, 1940 Act and any applicable state securities laws for the
Acquiring Fund to commence operations as a registered open-end management
investment company, including, without limitation, approving and
authorizing the execution of investment advisory contracts in the manner
required by the 1940 Act and approving and authorizing the execution of
such other contracts as are necessary for the operation of the Acquiring
Fund;
(i) On the Closing Date, all Returns of the Acquiring Fund required by
law to have been filed by such date (including any extensions), if any,
shall have been filed and are or will be true, correct and complete in all
material respects, and all Taxes shown as due or claimed to be due by any
government entity shall have been paid or provision has been made for the
payment thereof. To the Acquiring Fund's knowledge, no such Return is
currently under audit by any Federal, state, local or foreign Tax
authority; no assessment has been asserted with respect to such Returns;
there are no levies, liens or other encumbrances on the Acquiring Fund or
its assets resulting from the non-payment of any Taxes; and no waivers of
the time to assess any such Taxes are outstanding nor are any written
requests for such waivers pending; and adequate provision has been made in
the Acquiring Fund financial statements for all Taxes in respect of all
periods ended on or before the date of such financial statements;
(j) The Acquiring Fund intends to elect and qualify as a regulated
investment company for federal income tax purposes under Part I of
Subchapter M of the Code, the Acquiring Fund will be a "fund" as defined in
Section 851(g)(2) of the Code, and the consummation of the transactions
contemplated by the Agreement will not cause the
11
Acquiring Fund to fail to be qualified as a regulated investment company
from and after the Closing;
(k) No consideration other than the Acquiring Fund Shares (and the
Acquiring Fund's assumption of the Target Fund's Liabilities) will be
issued in exchange for the Target Fund's assets in the Reorganization;
(l) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
action, if any, on the part of the board of the trustees of the Acquiring
Entity, on behalf of the Acquiring Fund, and subject to the approval of
shareholders of the Target Fund and the due authorization, execution and
delivery of this Agreement by the other parties hereto, this Agreement will
constitute a valid and binding obligation of the Acquiring Fund,
enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights and to general equity principles;
(m) The Acquiring Fund Shares to be issued and delivered to the Target
Fund, for the account of the Target Fund Shareholders, pursuant to the
terms of this Agreement, will on the Closing Date have been duly authorized
and, when so issued and delivered, will be duly and validly issued, and,
upon receipt of the Target Fund's Assets in accordance with the terms of
this Agreement, will be fully paid and non-assessable by the Acquiring
Entity and the Acquiring Fund;
(n) The Acquiring Fund is not under the jurisdiction of a court in a
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code;
(o) The Acquiring Fund does not directly or indirectly own, nor on the
Closing will it directly or indirectly own, nor has it directly or
indirectly owned at any time during the past five years, any shares of the
Target Fund;
(p) The Acquiring Fund has no unamortized or unpaid organizational
fees or expenses for which it does not expect to be reimbursed by ATIA or
its affiliates;
(q) The information provided by the Acquiring Fund for use in the N-14
Registration Statement (as defined in Section 5.1(b)) will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein, in light of the circumstances under which
such statements were made, not misleading, on the effective date of such
N-14 Registration Statement, provided, however, that the representations
and warranties in this paragraph shall not apply to statements in or
omissions from the N-14 Registration Statement made in reasonable reliance
upon and in conformity with information that was furnished by the Target
Fund for use therein; and
(r) The Acquiring Entity represents that it is not aware of any
arrangement whereby it or any affiliated person of the Acquiring Entity
(within the meaning of the 1940 Act) will receive any compensation directly
or indirectly in connection with the Reorganization.
12
4.3 ATIA represents and warrants to the Target Entity and the Acquiring
Entity as follows:
(a) ATIA is a corporation duly formed, validly existing and in good
standing under the laws of the state of Delaware and has power to own all
of its properties and assets and to carry on its business as it is now
being, and as it is contemplated to be, conducted, and to enter into this
Agreement and perform its obligations hereunder.
(b) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
action, if any, by ATIA, and subject to the approval of shareholders of the
Target Fund and the due authorization, execution and delivery of this
Agreement by the other parties hereto, this Agreement will constitute a
valid and binding obligation of ATIA, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting
creditors' rights and to general equity principles.
5. COVENANTS OF EACH ACQUIRING FUND, EACH TARGET FUND AND ATIA
5.1 With respect to each Reorganization:
(a) The Target Fund: (i) will operate its business in the ordinary
course and substantially in accordance with past practices between the date
hereof and the Closing Date for the Reorganization, it being understood
that such ordinary course of business for the Target Fund may include the
declaration and payment of customary dividends and distributions, and any
other distribution that may be advisable, and (ii) shall use its reasonable
best efforts to preserve intact its business organization and material
assets and maintain the rights, franchises and business and customer
relations necessary to conduct the business operations of the Target Fund
in the ordinary course in all material respects. The Acquiring Fund shall
not have commenced operations, prepared books of account and related
records or financial statements or issued any shares except for those
operations commenced, books of accounts and related records or financial
statements prepared or shares issued in connection with a private placement
to the initial shareholder of the Acquiring Fund to secure any required
initial shareholder approvals.
(b) The parties hereto shall cooperate in preparing, and the Acquiring
Entity shall file with the Commission, a registration statement on Form
N-14 under the 1933 Act which shall properly register the Acquiring Fund
Shares to be issued in connection with the Reorganization and include a
proxy statement with respect to the votes of the shareholders of the Target
Fund to approve the Reorganization and such other matters to which as the
parties may agree (the "N-14 REGISTRATION STATEMENT").
(c) The Target Entity will call a meeting of the shareholders of the
Target Fund to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated
herein.
(d) The Target Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the
beneficial ownership of the Target Fund's shares.
13
(e) The Target Entity, on behalf of the Target Fund, will provide the
Acquiring Fund with (1) a statement of the respective tax basis and holding
period of all investments to be transferred by the Target Fund to the
Acquiring Fund, (2) a copy (which may be in electronic form) of the
shareholder ledger accounts including, without limitation, the name,
address and taxpayer identification number of each shareholder of record,
the number of shares of beneficial interest held by each shareholder, the
dividend reinvestment elections applicable to each shareholder, and the
backup withholding and nonresident alien withholding certifications,
notices or records on file with the Target Fund with respect to each
shareholder, including such information as the Acquiring Entity may
reasonably request concerning Target Fund shares or Target Fund
shareholders in connection with Acquiring Fund's cost basis reporting and
related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code
and related Treasury regulations following the Closing for all of the
shareholders of record of the Target Fund as of the close of business on
the Valuation Date, who are to become shareholders of the Acquiring Fund as
a result of the transfer of Assets (the "TARGET FUND SHAREHOLDER
DOCUMENTATION"), certified by its transfer agent or its President or
Vice-President to their knowledge and belief, (3) the tax books and records
of the Target Fund (including but not limited to any income, excise or
information returns, as well as any transfer statements (as described in
Treas. Reg. [section] 1.6045A -1 and [section] 1.6045B -1(a))) for purposes
of preparing any returns required by law to be filed for tax periods ending
after the Closing Date, and (4) all FASB ASC 740 (formerly FIN 48)
workpapers and supporting statements pertaining to the Target Fund (the
"FIN 48 WORKPAPERS"). The foregoing information to be provided within such
timeframes as is mutually agreed by the parties.
(f) Subject to the provisions of this Agreement, each party will each
take, or cause to be taken, all action, and do or cause to be done all
things, reasonably necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement. In particular,
the Target Entity and ATIA each covenants that it will, as and when
reasonably requested by the Acquiring Fund, execute and deliver or cause to
be executed and delivered all such assignments and other instruments and
will take or cause to be taken such further action as the Acquiring Fund
may reasonably deem necessary or desirable in order to vest in and confirm
the Acquiring Fund's title to and possession of all the Target Fund's
assets and otherwise to carry out the intent and purpose of this Agreement.
(g) Promptly after the Closing, the Target Fund will make one or more
liquidating distributions to its shareholders consisting of the Acquiring
Fund Shares received at the Closing, as set forth in Section 1.1(d) hereof.
(h) It is the intention of the parties that the Reorganization will
qualify as a reorganization with the meaning of Section 368(a)(1) of the
Code. None of the parties to the Reorganization shall take any action or
cause any action to be taken (including, without limitation the filing of
any tax return) that is inconsistent with such treatment or results in the
failure of such Reorganization to qualify as a reorganization within the
meaning of Section 368(a)(1) of the Code. At or before the Closing Date,
the parties to this Agreement will take such reasonable action, or cause
such action to be taken, as is
14
reasonably necessary to enable Morgan Lewis & Bockius LLP to render the tax
opinion contemplated in this Agreement.
(i) Any reporting responsibility of the Target Fund, including, but
not limited to, the responsibility for filing regulatory reports, Tax
Returns relating to tax periods ending on or prior to the Closing Date
(whether due before or after the Closing Date), or other documents with the
Commission, any state securities commission, and any Federal, state or
local tax authorities or any other relevant regulatory authority, is and
shall remain the responsibility of the Target Fund, except as otherwise is
mutually agreed by the parties.
(j) The Target Entity, on behalf of the Target Fund, shall deliver to
the Acquiring Fund copies of: (1) the federal, state and local income tax
returns filed by or on behalf of the Target Fund for the prior three (3)
taxable years; and (2) any of the following that have been issued to or for
the benefit of or that otherwise affect the Target Fund and which have
continuing relevance: (a) rulings, determinations, holdings or opinions
issued by any federal, state, local or foreign tax authority and (b) legal
opinions.
(k) The Target Entity, on behalf of the Target Fund, agrees that the
acquisition of all Assets and assumption of all Liabilities of the Target
Fund by the Acquiring Entity, on behalf of the Acquiring Fund, includes any
right of action against current and former service providers of the Target
Fund, such right to survive for the statute of limitation of any such
claim. For the avoidance of all doubt, the Target Entity hereby assigns to
the Acquiring Entity all rights, causes of action, and other claims against
third parties relating to the Target Fund, whether known or unknown,
contingent or non-contingent, inchoate or choate, or otherwise.
(l) As promptly as practicable, but in any case within sixty (60) days
after the Closing Date, the Target Fund shall furnish the Acquiring Fund,
in such form as is reasonably satisfactory to the Acquiring Fund, (i) a
statement of the earnings and profits and capital loss carryovers of the
Target Fund for federal income tax purposes that will be carried over by
the Acquiring Fund as a result of Section 381 of the Code, and which will
be certified by the Target Entity's President and Treasurer and (ii) a
certificate, signed on its behalf by the President or any Vice President
and the Treasurer or any Assistant Treasurer of the Target Entity, as to
the adjusted tax basis in the hands of the Target Fund of the securities
delivered to the Acquiring Fund pursuant to this Agreement, together with
any such other evidence as to such adjusted tax basis as the Acquiring Fund
may reasonably request.
(m) The Target Entity agrees that the liquidation of the Target Fund
will be effected in the manner provided in the Target Entity's Governing
Documents in accordance with applicable law, and that on and after the
Closing Date, the Target Fund shall not conduct any business except in
connection with its liquidation.
15
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH TARGET FUND
6.1 With respect to each Reorganization, the obligations of the Target
Entity, on behalf of the Target Fund, to consummate the transactions provided
for herein shall be subject, at the Target Fund's election, to the performance
by the Acquiring Entity and the corresponding Acquiring Fund of all of the
obligations to be performed by it hereunder on or before the Closing Date, and,
in addition thereto, the following conditions:
(a) All representations and warranties of the Acquiring Fund and the
Acquiring Entity 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
Closing Date, with the same force and effect as if made on and as of the
Closing Date;
(b) The Acquiring Entity shall have delivered to the Target Entity on
the Closing Date a certificate executed in its name by its President or
Vice President and Treasurer, in form and substance reasonably satisfactory
to the Target Entity and dated as of the Closing Date, to the effect that
the representations and warranties of or with respect to the Acquiring Fund
made in this Agreement are true and correct in all material respects at and
as of the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement;
(c) The Acquiring Entity and the Acquiring Fund shall have performed
all of the covenants and complied with all of the provisions required by
this Agreement to be performed or complied with by the Acquiring Entity and
the Acquiring Fund, on or before the Closing Date;
(d) The Target Entity shall have received a favorable opinion of
Morgan, Lewis & Bockius LLP, counsel to the Acquiring Entity, dated the
Closing Date and in a form satisfactory to the Target Entity, to the
following effect:
(i) The Acquiring Entity is duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts and has power to own all of its properties and assets and to
carry on its business as presently conducted and the Acquiring Fund is a
separate series thereof duly constituted in accordance with the applicable
provisions of the 1940 Act and the organizational documents of the Acquiring
Entity;
(ii) This Agreement has been duly authorized,
executed and delivered on behalf of the Acquiring Entity and, assuming the
approval of the Reorganization by the shareholders of the Target Fund and the
due authorization, execution and delivery of this Agreement by all other
parties, is the valid and binding obligation of the Acquiring Entity
enforceable against the Acquiring Entity in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and other
equitable principles;
(iii) The Acquiring Fund Shares to be issued for
transfer to the Target Fund's shareholders as provided by this Agreement are
duly authorized and upon such transfer and delivery will be validly issued and
outstanding and, assuming receipt by the Acquiring Fund
16
of the consideration contemplated hereby, fully paid and nonassessable shares
in the Acquiring Fund, and no shareholder of the Acquiring Fund has any
preemptive right of subscription or purchase in respect thereof;
(iv) The execution and delivery of this Agreement
did not, and the performance by the Acquiring Entity of its obligations
hereunder will not, violate the Acquiring Entity's organizational documents;
(v) The Acquiring Entity is registered with the
Commission as an open-end management investment company under the 1940 Act,
and, to such counsel's knowledge, its registration with the Commission is in
full force and effect;
(vi) Except as disclosed in writing to the Target
Entity, such counsel knows of no material legal proceedings pending against the
Acquiring Fund or the Acquiring Entity; and
(vii) To the knowledge of such counsel, no
consent, approval, authorization or order of any court or governmental
authority is required for the consummation by the Acquiring Entity of the
transactions contemplated by this Agreement except such as have been obtained;
and
(e) In connection with the opinion contemplated by Section 6.1(d) of
this Agreement, it is understood that counsel may reasonably rely upon the
representations made in this Agreement as well as certificates of officers
of the Acquiring Entity.
(f) The Board of Trustees of the Acquiring Entity shall have approved
this Agreement and the transactions contemplated hereby in accordance with
Rule 17a-8 under the 1940 Act. Notwithstanding anything herein to the
contrary, neither the Acquiring Entity nor the Target Entity may waive the
condition set forth in this Section 6.1(f).
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND
7.1 With respect to each Reorganization, the obligations of the Acquiring
Entity, on behalf of the Acquiring Fund, to consummate the transactions provided
for herein shall be subject, at the Acquiring Fund's election, to the
performance by the Target Entity and the corresponding Target Fund of all of the
obligations to be performed by it hereunder on or before the Closing Date and,
in addition thereto, the following conditions:
(a) All representations and warranties of the Target Entity and the
Target Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected
by the transactions contemplated by this Agreement, as of the Closing Date,
with the same force and effect as if made on and as of the Closing Date;
(b) The Target Entity shall have delivered to the Acquiring Entity on
the Closing Date a certificate executed in its name by its President or
Vice President and Treasurer, in form and substance reasonably satisfactory
to the Acquiring Entity and
17
dated as of the Closing Date, to the effect that the representations and
warranties of or with respect to the Target Fund made in this Agreement are
true and correct in all material respects at and as of the Closing Date,
except as they may be affected by the transactions contemplated by this
Agreement;
(c) The Target Entity, on behalf of the Target Fund, shall have
delivered to the Acquiring Entity (i) a statement of the Target Fund's
Assets, together with a list of portfolio securities of the Target Fund
showing the adjusted tax basis of such securities by lot and the holding
periods of such securities, as of the Closing Date, certified by the
Treasurer of the Target Entity, (ii) the Target Fund Shareholder
Documentation, (iii) the FIN 48 Workpapers, and (iv) to the extent
permitted by applicable law, all information pertaining to, or necessary or
useful in the calculation or demonstration of, the investment performance
of the Target Fund;
(d) The Target Custodian shall have delivered the certificate
contemplated by Section 3.2(b) of this Agreement, duly executed by an
authorized officer of the Target Custodian;
(e) The Target Entity and the Target Fund shall have performed all of
the covenants and complied with all of the provisions required by this
Agreement to be performed or complied with by the Target Entity and the
Target Fund, on or before the Closing Date;
(f) The Acquiring Entity shall have received a favorable opinion of
Godfrey & Kahn, S.C., counsel to the Target Entity, dated the Closing Date
and in a form satisfactory to the Acquiring Entity, to the following
effect:
(i) The Target Entity is duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
power to own all of its properties and assets and to carry on its business as
presently conducted and the Target Fund is a separate series thereof duly
constituted in accordance with the applicable provisions of the 1940 Act and
the organizational documents of the Target Entity;
(ii) This Agreement has been duly authorized,
executed and delivered on behalf of the Target Entity and, assuming the
approval of the Reorganization by the shareholders of the Target Fund and the
due authorization, execution and delivery of this Agreement by all other
parties, is the valid and binding obligation of the Target Entity enforceable
against the Target Entity in accordance with its terms, except as the same may
be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and other equitable
principles;
(iii) The Target Fund has the power to sell,
assign, transfer and deliver the assets to be transferred by it hereunder, and,
upon consummation of the transactions contemplated hereby, the Target Fund will
have duly transferred such assets to the Acquiring Fund;
18
(iv) The execution and delivery of this Agreement
did not, and the performance by the Target Entity of its obligations hereunder
will not, violate the Target Entity's organizational documents;
(v) The Target Entity is registered with the
Commission as an open-end management investment company under the 1940 Act,
and, to such counsel's knowledge, its registration with the Commission is in
full force and effect;
(vi) Except as disclosed in writing to the
Acquiring Entity, such counsel knows of no material legal proceedings pending
against the Target Entity; and
(vii) To the knowledge of such counsel, no
consent, approval, authorization or order of any court or governmental
authority is required for the consummation by the Target Entity of the
transactions contemplated by this Agreement except such as have been obtained;
and
(g) In connection with the opinions contemplated by Section 7.1(f) of
this Agreement, it is understood that counsel may reasonably rely upon the
representations made in this Agreement as well as certificates of officers
of the Target Entity.
(h) The Board of Trustees of the Target Entity shall have approved
this Agreement and the transactions contemplated hereby in accordance with
Rule 17a-8 under the 1940 Act. Notwithstanding anything herein to the
contrary, neither the Acquiring Entity nor the Target Entity may waive the
condition set forth in this Section 7.1(h).
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND AND THE
TARGET FUND
With respect to each Reorganization, if any of the
conditions set forth below have not been satisfied on or before the Closing
Date with respect to the Target Fund or the corresponding Acquiring Fund, the
Acquiring Entity or Target Entity, respectively, shall, at its option, not be
required to consummate the transactions contemplated by this Agreement:
8.1 The Agreement shall have been approved by the requisite vote of
the Board of Trustees of each of the Acquiring Entity and the Target Entity and
by the requisite vote of the holders of the outstanding shares of the Target
Fund in accordance with the provisions of the Target Entity's Governing
Documents, Delaware law, and the 1940 Act. Notwithstanding anything herein to
the contrary, neither the Target Fund nor the Acquiring Fund may waive the
conditions set forth in this Section 8.1;
8.2 On the Closing Date, no action, suit or other proceeding shall be
pending or, to the Target Entity's or the Acquiring Entity's knowledge,
threatened before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the transactions contemplated herein;
8.3 All consents of other parties and all other consents, orders and
permits of Federal, state and local regulatory authorities deemed necessary by
the Acquiring Fund or the Target
19
Fund to permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to obtain
any such consent, order or permit would not involve a risk of a material
adverse effect on the assets or properties of the Acquiring Fund or the Target
Fund, provided that either party hereto may for itself waive any of such
conditions;
8.4 The N-14 Registration Statement shall have become effective under
the 1933 Act and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or known to be contemplated under the 1933 Act; and
8.5 The Target Entity and the Acquiring Entity shall have received on
or before the Closing Date an opinion of Morgan, Lewis & Bockius LLP in form
and substance reasonably acceptable to the Target Entity and the Acquiring
Entity, as to the matters set forth on Schedule 8.5. In rendering such opinion,
Morgan, Lewis & Bockius LLP may rely upon such representations contained in
certificates of officers of the Target Entity, the Acquiring Entity and others
as it may reasonably request, and the Target Entity and the Acquiring Entity
shall use their reasonable efforts to obtain and make available such truthful
certificates. Notwithstanding anything herein to the contrary, neither the
Target Fund nor the Acquiring Fund may waive the condition set forth in this
Section 8.5.
9. FEES AND EXPENSES
9.1 The parties hereto represent and warrant to each other that there are
no brokers or finders entitled to receive any payments in connection with the
transactions provided for herein.
9.2 ATIA, or an affiliate thereof, will bear all expenses relating to each
Reorganization, whether or not the Reorganization is consummated and this
Section 9.2 shall survive the Closing and any termination of this Agreement
pursuant to Section 13. The costs of each Reorganization shall include, but
shall not be limited to, costs associated with organizing the Acquiring Fund,
preparation, printing and distribution of the N-14 Registration Statement for
the Reorganization (including the prospectus/proxy statement contained therein),
legal fees, accounting fees, and expenses of soliciting Target Fund shareholders
and holding shareholders' meetings (and adjournments thereof). For the avoidance
of doubt, neither the Acquiring Fund nor its corresponding Target Fund will bear
any expenses relating to a Reorganization. Notwithstanding the foregoing, ATIA
will assume or pay only those expenses that are solely and directly related to
each Reorganization (determined in accordance with the guidelines set forth in
Rev. Rul. 73-54, 1973-1 C.B. 187), and the shareholders of the Target Funds and
the Acquiring Funds will pay their own expenses, if any, incurred in connection
with each Reorganization.
10. COOPERATION AND EXCHANGE OF INFORMATION
With respect to each Reorganization, prior to the Closing and for a
reasonable time thereafter, the Target Entity and the Acquiring Entity will
provide each other and their respective representatives with such cooperation,
assistance and information as is reasonably necessary (i) for the filing of any
Tax Return, for the preparation for any audit, and for the prosecution or
defense of any claim, suit or proceeding relating to any proposed adjustment,
or (ii) for any financial accounting purpose. Each such party or their
respective agents will retain until the
20
applicable period for assessment under applicable law (giving effect to any and
all extensions or waivers) has expired all returns, schedules and work papers
and all material records or other documents relating to Tax matters and
financial reporting of tax positions of the Target Fund and the Acquiring Fund
for its taxable period first ending after the Closing of the Reorganization and
for all prior taxable periods for which the statute of limitation had not run
at the time of the Closing, provided that the Target Entity shall not be
required to maintain any such documents that it has delivered to the Acquiring
Fund.
If applicable, the Acquiring Fund shall receive certificates
following the Closing, promptly upon reasonable request, from the principal
executive officer and principal financial officer, or persons performing
similar functions, of the Target Entity to the effect that such principal
executive officer and principal financial officer, or persons performing
similar functions, of the Target Entity have concluded that, based on their
evaluation of the effectiveness of the Target Entity's disclosure controls and
procedures (as defined in Rule 30a-3(c) under the 1940 Act), to the best of
their knowledge, the design and operation of such procedures were effective to
provide reasonable assurance that information provided by the Target Entity to
the Acquiring Entity with respect to the Target Fund's operations prior to the
Closing that is required to be disclosed by the Acquiring Entity on Forms N-CSR
and N-Q or any forms adopted by the Commission in replacement of Forms N-CSR or
N-Q.
11. INDEMNIFICATION
11.1 The Target Entity, solely out of the Target Fund's assets and
property, agrees to indemnify and hold harmless the Acquiring Entity and each of
its officers and trustees and the Acquiring Fund from and against any and all
losses, claims, damages, liabilities or expenses (including, without limitation,
the payment of reasonable legal fees and reasonable costs of investigation) to
which the Acquiring Entity or any of its trustees or officers or the Acquiring
Fund may become subject, insofar as such loss, claim, damage, liability or
expense (or actions with respect thereto) arises out of or is based on any
breach by the Target Entity, on behalf of the Target Fund, of any of its
representations, warranties, covenants or agreements set forth in this
Agreement. This indemnification obligation shall survive the termination of this
Agreement and the Closing.
11.2 The Acquiring Entity, solely out of the Acquiring Fund's assets
and property, agrees to indemnify and hold harmless the Target Entity and each
of its officers and trustees and the Target Fund from and against any and all
losses, claims, damages, liabilities or expenses (including, without
limitation, the payment of reasonable legal fees and reasonable costs of
investigation) to which the Target Entity or any of its trustees or officers or
the Target Fund may become subject, insofar as such loss, claim, damage,
liability or expense (or actions with respect thereto) arises out of or is
based on any breach by the Acquiring Entity, on behalf of the Acquiring Fund,
of any of its representations, warranties, covenants or agreements set forth in
this Agreement. This indemnification obligation shall survive the termination
of this Agreement and the Closing.
21
12. ENTIRE AGREEMENT; SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
12.1 Each party agrees that no party has made any representation, warranty
or covenant not set forth herein and that this Agreement constitutes the entire
agreement between the parties.
12.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder. The
covenants to be performed after the Closing shall survive the Closing.
13. TERMINATION
This Agreement may be terminated and the transactions contemplated
hereby may be abandoned by (i) mutual agreement of the Acquiring Entity and the
Target Entity; (ii) by either the Acquiring Entity or the Target Entity if one
or more other parties shall have materially breached its obligations under this
Agreement or made a material misrepresentation herein or in connection
herewith; (iii) by the Acquiring Entity if any condition precedent to its
obligations set forth herein has not been fulfilled or waived by the Acquiring
Entity; or (iv) by the Target Entity if any condition precedent to its
obligations set forth herein has not been fulfilled or waived by the Target
Entity. In the event of any such termination, this Agreement shall become void
and there shall be no liability hereunder on the part of any party or their
respective trustees or officers, except for any such material breach or
intentional misrepresentation, as to which all remedies at law or in equity of
the party adversely affected shall survive.
14. AMENDMENTS
This Agreement may be amended, modified or supplemented in a writing signed
by the parties hereto to be bound by such Amendment.
15. HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY;
PUBLICITY; SEVERABILITY; EFFECT OF ELECTRONIC DOCUMENTS
15.1 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.
15.2 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts and applicable Federal law,
without regard to its principles of conflicts of laws.
15.3 This Agreement shall bind 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 parties. 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.
22
15.4 This Agreement may be executed in any number of counterparts, each of
which shall be considered an original.
15.5 It is expressly agreed that the obligations of the parties hereunder
shall not be binding upon any of their respective trustees, shareholders,
nominees, officers, agents, or employees personally, but shall bind only the
property of (a) each Target Fund or its corresponding Acquiring Fund, as
applicable, as provided in their respective Governing Documents and (b) the
other parties. The execution and delivery by such officers shall not be deemed
to have been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the property of such party.
15.6 A copy of the Declaration of Trust of the Acquiring Entity is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that no trustee, officer, agent or employee of the Acquiring Entity shall
have any personal liability under this Agreement, and that insofar as it relates
to any Acquiring Fund, this Agreement is binding only upon the assets and
properties of such Acquiring Fund.
15.7 Any public announcements or similar publicity with respect to this
Agreement or the transactions contemplated herein will be made at such time and
in such manner as the parties mutually shall agree in writing, provided that
nothing herein shall prevent either party from making such public announcements
as may be required by applicable law, as determined by the disclosing party on
the advice of counsel, in which case the party issuing such statement or
communication shall advise the other party prior to such issuance.
15.8 Whenever possible, each provision and term of this Agreement shall be
interpreted in a manner to be effective and valid, but if any provision or term
of this Agreement is held to be prohibited by law or invalid, then such
provision or term shall be ineffective only in the jurisdiction or jurisdictions
so holding and only to the extent of such prohibition or invalidity, without
invalidating or affecting in any manner whatsoever the remainder of such
provision or term or the remaining provisions or terms of this Agreement.
15.9 A facsimile or electronic (E.G., PDF) signature of an authorized
officer of a party hereto on this Agreement and/or any transfer or closing
document shall have the same effect as if executed in the original by such
officer.
16. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
facsimile, personal service or prepaid or certified mail addressed to:
FOR ACQUIRING ENTITY:
The Advisors' Inner Circle Fund
One Freedom Valley Drive
Oaks, Pennsylvania, 19456
Attn: Legal Department
29
FOR TARGET ENTITY:
Trust for Professional Managers (Geneva Advisors Funds)
c/o U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Attention: Secretary
FOR ATIA:
AT Investment Advisers, Inc.
One South Wacker Drive
Suite 3500
Chicago, Illinois 60606
[SIGNATURE PAGE FOLLOWS]
30
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed as set forth below.
THE ADVISORS' INNER CIRCLE FUND,
severally and not jointly on behalf of its
series, the AT All Cap Growth Fund and AT
Equity Income Fund
By: ______________________
Name: Michael Beattie
Title: President
TRUST FOR PROFESSIONAL MANAGERS,
severally and not jointly on behalf of its
series, the Geneva Advisors All Cap Growth
Fund and Geneva Advisors Equity Income
Fund
By: ______________________
Name: John P. Buckel
Title: President
AT INVESTMENT ADVISERS, INC.,
solely for the purposes of Sections 4.3,
5.1(f) and 9.2 of this Agreement
By: ______________________
Name:
Title:
SIGNATURE PAGE -- AGREEMENT AND PLAN OF REORGANIZATION
SCHEDULE 8.5
TAX OPINIONS
With respect to each Reorganization:
(i) The acquisition by the Acquiring Fund of all of the assets of the
Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of all of the liabilities of
the Target Fund, followed by the distribution by the Target Fund to its
shareholders of the Acquiring Fund Shares in complete liquidation of the Target
Fund, will qualify as a reorganization within the meaning of Section 368(a)(1)
of the Code, and the Target Fund and the Acquiring Fund each will be a "party
to the reorganization" within the meaning of Section 368(b) of the Code.
(ii) No gain or loss will be recognized by the Target Fund upon the
transfer of all of its assets to, and assumption of all of its liabilities by,
the Acquiring Fund in exchange solely for Acquiring Fund Shares pursuant to
Section 361(a) and Section 357(a) of the Code, except for (A) gain or loss that
may be recognized on the transfer of "section 1256 contracts" as defined in
Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of
stock in a "passive foreign investment company" as defined in Section 1297(a)
of the Code, and (C) any other gain or loss that may be required to be
recognized upon the transfer of an Asset regardless of whether such transfer
would otherwise be a non-recognition transaction under the Code.
(iii) No gain or loss will be recognized by the Acquiring Fund upon
the receipt by it of all of the assets of the Target Fund in exchange solely
for the assumption of all of the liabilities of the Target Fund and issuance of
the Acquiring Fund Shares pursuant to Section 1032(a) of the Code.
(iv) No gain or loss will be recognized by the Target Fund upon the
distribution of the Acquiring Fund Shares by the Target Fund to its
shareholders in complete liquidation (in pursuance of the Agreement) pursuant
to Section 361(c)(1) of the Code.
(v) The tax basis of the assets of the Target Fund received by the
Acquiring Fund will be the same as the tax basis of such assets in the hands of
the Target Fund immediately prior to the transfer pursuant to Section 362(b) of
the Code, increased by the amount of gain, or decreased by the amount of loss,
if any, recognized by the Target Fund on the transfer.
(vi) The holding periods of the assets of the Target Fund in the
hands of the Acquiring Fund will include the periods during which such assets
were held by the Target Fund pursuant to Section 1223(2) of the Code, other than
assets with respect to which gain or loss is required to be recognized.
(vii) No gain or loss will be recognized by the shareholders of the
Target Fund upon the exchange of all of their Target Fund shares for the
Acquiring Fund Shares (including fractional shares to which they may be
entitled) pursuant to Section 354(a) of the Code.
(viii) The aggregate tax basis of the Acquiring Fund Shares received
by a shareholder of the Target Fund (including fractional shares to which they
may be entitled) will be the same as
D-1
the aggregate tax basis of the Target Fund shares exchanged therefor pursuant
to Section 358(a)(1) of the Code.
(ix) The holding period of the Acquiring Fund Shares received by a
shareholder of the Target Fund (including fractional shares to which they may
be entitled) will include the holding period of the Target Fund shares
exchanged therefor, provided that the shareholder held the Target Fund shares
as a capital asset on the date of the exchange pursuant to Section 1223(1) of
the Code.
(x) The Acquiring Fund will succeed to and take into account the
items of the Target Fund described in Section 381(c) of the Code.
(xi) The consummation of the Reorganization will not terminate the
taxable year of the Target Fund. The part of the taxable year of the Target
Fund before the Reorganization and part of the taxable year of the Acquiring
Fund after the Reorganization will constitute a single taxable year of the
Acquiring Fund.
2
EXHIBIT E
TRUST FOR PROFESSIONAL MANAGERS
FORM OF INVESTMENT ADVISORY AGREEMENT
WITH
AT INVESTMENT ADVISERS, INC.
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of
the 25(th) day of January, 2018, by and between Trust for Professional
Managers, a Delaware statutory trust (hereinafter called the "Trust"), on
behalf of the series of the Trust as indicated on Schedule A attached hereto,
as may be amended from time to time (each, a "Fund," and collectively the
"Funds"), and AT Investment Advisers, Inc. (hereinafter called the "Adviser"),
a Delaware corporation.
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company,
registered as such under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, each Fund is a series of the Trust having separate assets and
liabilities; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is
engaged in the business of supplying investment advice as an independent
contractor; and
WHEREAS, the Trust desires to retain the Adviser to render advice and
services to the Funds pursuant to the terms and provisions of this Agreement,
and the Adviser desires to furnish said advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties to this Agreement, intending to be
legally bound hereby, mutually agree as follows:
1. APPOINTMENT OF ADVISER. The Trust hereby appoints the Adviser, and
the Adviser hereby accepts such appointment, to render investment advice and
related services with respect to the assets of the Funds for the period and on
the terms set forth in this Agreement, subject to the supervision and direction
of the Trust's Board of Trustees (the "Board of Trustees").
2. DUTIES OF ADVISER.
(a) GENERAL DUTIES. The Adviser shall act as investment adviser to
the Funds and shall supervise investments of the Funds on behalf of the Funds
in accordance with the investment objectives, policies and restrictions of each
Fund as set forth in the Funds' and Trust's governing documents, including,
without limitation, the Trust's Declaration of Trust and By-Laws, each as
amended from time to time; the Funds' prospectus, statement of additional
information and undertakings; and such other limitations, policies and
procedures as the Trustees may impose from time to time and provide in writing
to the Adviser (collectively, the "Investment Policies"). In providing such
services, the Adviser shall at all times adhere to the provisions and
restrictions contained in the federal securities laws, applicable state
E-1
securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code
and other applicable law.
Without limiting the generality of the foregoing, the Adviser shall:
(i) furnish the Funds with advice and recommendations with respect to the
investment of the Funds' assets and the purchase and sale of portfolio
securities for the Funds, including the taking of such steps as may be
necessary to implement such advice and recommendations (I.E., placing the
orders); (ii) manage and oversee the investments of the Funds, subject to the
ultimate supervision and direction of the Board of Trustees; (iii) vote proxies
for the Funds, file ownership reports under Section 13 of the Securities
Exchange Act of 1934 for the Funds, and take other actions on behalf of the
Funds; (iv) maintain the books and records required to be maintained by the
Funds except to the extent arrangements have been made for such books and
records to be maintained by the administrator or another agent of the Funds;
(v) furnish reports, statements and other data on securities, economic
conditions and other matters related to the investment of the Funds' assets
which the Funds' administrator or distributor or the officers of the Trust may
reasonably request; and (vi) render to the Board of Trustees such periodic and
special reports with respect to the Funds' investment activities as the Board
may reasonably request, including at least one in-person appearance annually
before the Board of Trustees.
(B) BROKERAGE. The Adviser shall be responsible for decisions to buy
and sell securities for the Funds, for broker-dealer selection, and for
negotiation of brokerage commission rates, provided that the Adviser shall not
direct orders to an affiliated person of the Adviser without general prior
authorization to use such affiliated broker or dealer by the Board of Trustees.
The Adviser's primary consideration in effecting a securities transaction will
be execution at the most favorable price. In selecting a broker-dealer to
execute each particular transaction, the Adviser may take the following into
consideration: the best net price available; the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Funds on a continuing basis.
The price to a Fund in any transaction may be less favorable than that
available from another broker-dealer if the difference is reasonably justified
by other aspects of the portfolio execution services offered.
Subject to such policies as the Board of Trustees may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, as
amended, the Adviser shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of
its having caused a Fund to pay a broker or dealer that provides (directly or
indirectly) brokerage or research services to the Adviser an amount of
commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Adviser's overall responsibilities with
respect to the Trust. Subject to the same policies and legal provisions, the
Adviser is further authorized to allocate the orders placed by it on behalf of
the Funds to such brokers or dealers who also provide research or statistical
material, or other services, to the Trust, the Adviser, or any affiliate of
either. Such allocation shall be in such amounts and proportions as the Adviser
shall determine, and the Adviser shall report on such allocations regularly to
the Trust, indicating the broker-dealers to whom such allocations have been
made and the basis therefor.
On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Funds as well as of other clients,
the Adviser, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be so purchased or sold in order to obtain the most
favorable price or lower brokerage commissions and the most efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
2
Adviser in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Funds and to such other clients.
3. REPRESENTATIONS OF THE ADVISER.
(a) The Adviser shall use its best judgment and efforts in rendering
the advice and services to the Funds as contemplated by this Agreement.
(b) The Adviser shall maintain all licenses and registrations
necessary to perform its duties hereunder in good order.
(c) The Adviser shall conduct its operations at all times in
conformance with the Advisers Act, the Investment Company Act, and any other
applicable state and/or self-regulatory organization regulations.
4. INDEPENDENT CONTRACTOR. The Adviser shall, for all purposes
herein, be deemed to be an independent contractor, and shall, unless otherwise
expressly provided and authorized to do so, have no authority to act for or
represent the Trust or the Fund in any way, or in any way be deemed an agent
for the Trust or the Funds. It is expressly understood and agreed that the
services to be rendered by the Adviser to the Funds under the provisions of
this Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar or different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.
5. ADVISER'S PERSONNEL. The Adviser shall, at its own expense,
maintain such staff and employ or retain such personnel and consult with such
other persons as it shall from time to time determine to be necessary to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Adviser shall be
deemed to include persons employed or retained by the Adviser to furnish
statistical information, research, and other factual information, advice
regarding economic factors and trends, information with respect to technical
and scientific developments, and such other information, advice and assistance
as the Adviser or the Board of Trustees may desire and reasonably request and
any compliance staff and personnel required by the Adviser.
6. EXPENSES.
(a) With respect to the operation of the Funds, the Adviser shall be
responsible for (i) the Funds' organizational expenses, (ii) providing the
personnel, office space and equipment reasonably necessary for the operation of
the Funds, (iii) the expenses of printing and distributing extra copies of the
Funds' prospectus, statement of additional information, and sales and
advertising materials (but not the legal, auditing or accounting fees attendant
thereto) to prospective investors (but not to existing shareholders) to the
extent such expenses are not covered by any applicable plan adopted pursuant to
Rule 12b-1 under the Investment Company Act, (iv) the costs of any special Board
of Trustees meetings or shareholder meetings convened for the primary benefit of
the Adviser, and (v) any costs of liquidating or reorganizing the Funds (unless
such cost is otherwise allocated by the Board of Trustees). If the Adviser has
agreed, whether voluntarily or pursuant to an agreement, to limit the operating
expenses of the Funds, the Adviser shall also be responsible on a monthly basis
for any operating expenses that exceed the agreed upon expense limit.
(b) Each Fund is responsible for and shall assume the obligation for
payment of all of its expenses, other than as stated in Subparagraph 6(a)
above, including but not limited to: fees and expenses incurred in connection
with the issuance, registration and transfer of its shares; brokerage and
commission
3
expenses; all expenses of transfer, receipt, safekeeping, servicing and
accounting for the cash, securities and other property of the Trust for the
benefit of the Funds including all fees and expenses of the Funds' custodian,
shareholder services agent and accounting services agent; interest charges on
any borrowings; costs and expenses of pricing and calculating its daily net
asset value and of maintaining its books of account required under the
Investment Company Act; taxes, if any; a pro rata portion of expenditures in
connection with meetings of the Funds' shareholders and the Board of Trustees
that are properly payable by a Fund; salaries and expenses of officers of the
Trust, including without limitation the Trust's Chief Compliance Officer, and
fees and expenses of members of the Board of Trustees or members of any
advisory board or committee who are not members of, affiliated with or
interested persons of the Adviser; insurance premiums on property or personnel
of the Fund, which inure to their benefit, including liability and fidelity
bond insurance; the cost of preparing and printing reports, proxy statements,
prospectuses and statements of additional information of the Funds or other
communications for distribution to existing shareholders; legal, auditing and
accounting fees; all or any portion of trade association dues or educational
program expenses determined appropriate by the Board of Trustees; fees and
expenses (including legal fees) of registering and maintaining registration of
Fund shares for sale under federal and applicable state and foreign securities
laws; all expenses of maintaining and servicing shareholder accounts, including
all charges for transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Funds, if any; and all
other charges and costs of its operation plus any extraordinary and
non-recurring expenses, except as herein otherwise prescribed.
(c) The Adviser may voluntarily or contractually absorb certain Fund
expenses or waive the Adviser's own advisory fee.
(d) To the extent the Adviser incurs any costs by assuming expenses
which are an obligation of the Funds as set forth herein, the Funds shall
promptly reimburse the Adviser for such costs and expenses, except to the
extent the Adviser has otherwise agreed to bear such expenses. To the extent
the services for which a Fund is obligated to pay are performed by the Adviser,
the Adviser shall be entitled to recover from such Fund to the extent of the
Adviser's actual costs for providing such services. In determining the
Adviser's actual costs, the Adviser may take into account an allocated portion
of the salaries and overhead of personnel performing such services.
(e) The Adviser may not pay fees in addition to any Fund distribution
or servicing fees to financial intermediaries, including without limitation
banks, broker-dealers, financial advisers, or pension administrators, for
sub-administration, sub-transfer agency or any other shareholder servicing or
distribution services associated with shareholders whose shares are held in
omnibus or other group accounts, except with the prior authorization of the
Board of Trustees. Where such arrangements are authorized by the Board of
Trustees, the Adviser shall report regularly to the Trust on the amounts paid
and the relevant financial institutions.
7. MANAGEMENT FEE.
(a) Each Fund shall pay to the Adviser, and the Adviser agrees to
accept, as full compensation for all services furnished or provided to such
Fund pursuant to this Agreement, an annual management fee at the rate set forth
in Schedule A to this Agreement.
(b) The management fee shall be accrued daily by the Funds and paid
to the Adviser on the first business day of the succeeding month.
(c) The initial fee under this Agreement shall be payable on the
first business day of the first month following the effective date of this
Agreement and shall be prorated as set forth below. If this Agreement is
terminated prior to the end of any month, the fee to the Adviser shall be
prorated for the
4
portion of any month in which this Agreement is in effect which is not a
complete month according to the proportion which the number of calendar days in
the month during which the Agreement is in effect bears to the number of
calendar days in the month, and shall be payable within ten (10) days after the
date of termination.
(d) The management fee payable to the Adviser under this Agreement
will be reduced to the extent of any receivable owed by the Adviser to a Fund
and as required under any expense limitation applicable to such Fund.
(e) The Adviser voluntarily may reduce any portion of the
compensation or reimbursement of expenses due to it pursuant to this Agreement
and may agree to make payments to limit the expenses which are the
responsibility of the Funds under this Agreement. Any such reduction or payment
shall be applicable only to such specific reduction or payment and shall not
constitute an agreement to reduce any future compensation or reimbursement due
to the Adviser hereunder or to continue future payments. Any such reduction
will be agreed to prior to accrual of the related expense or fee and will be
estimated daily and reconciled and paid on a monthly basis.
(f) Any such reductions made by the Adviser in its management fees or
payment of expenses which are a Fund's obligation are subject to reimbursement
by the Fund to the Adviser, if so requested by the Adviser, in any subsequent
month in the three year period from the date of the management fee reduction
and/or expense payment if the aggregate amount actually paid by the Fund toward
the operating expenses for such month (taking into account the reimbursement)
will not cause a Fund to exceed the lesser of: (1) the expense limitation in
place at the time of the management fee reduction and/or expense payment; or
(2) the expense limitation in place at the time of the reimbursement. Any such
reimbursement is also contingent upon the Board of Trustees' quarterly review
and approval. Such reimbursement may not be paid prior to a Fund's payment of
current ordinary operating expenses.
(g) The Adviser may agree not to require payment of any portion of
the compensation or reimbursement of expenses otherwise due to it pursuant to
this Agreement. Any such agreement shall be applicable only with respect to the
specific items covered thereby and shall not constitute an agreement not to
require payment of any future compensation or reimbursement due to the Adviser
hereunder.
8. NO SHORTING; NO BORROWING. The Adviser agrees that neither it nor
any of its officers or employees shall take any short position in the shares of
the Funds. This prohibition shall not prevent the purchase of such shares by
any of the officers or employees of the Adviser or any trust, pension,
profit-sharing or other benefit plan for such persons or affiliates thereof, at
a price not less than the net asset value thereof at the time of purchase, as
allowed pursuant to rules promulgated under the Investment Company Act. The
Adviser agrees that neither it nor any of its officers or employees shall
borrow from the Funds or pledge or use the Funds' assets in connection with any
borrowing not directly for the Funds' benefit. For this purpose, failure to pay
any amount due and payable to a Fund for a period of more than thirty (30)
days' shall constitute a borrowing.
9. CONFLICTS WITH TRUST'S GOVERNING DOCUMENTS AND APPLICABLE LAWS.
Nothing herein contained shall be deemed to require the Trust or the Funds to
take any action contrary to the Trust's Agreement and Declaration of Trust,
By-Laws, or any applicable statute or regulation, or to relieve or deprive the
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Trust and Funds. In this connection, the Adviser acknowledges
that the Trustees retain ultimate plenary authority over the Funds and may take
any and all actions necessary and reasonable to protect the interests of
shareholders.
5
10. REPORTS AND ACCESS.
(a) The Adviser agrees to supply such information to the Funds'
administrator and to permit such compliance inspections by the Funds'
administrator as shall be reasonably necessary to permit the administrator to
satisfy its obligations and respond to the reasonable requests of the Board of
Trustees.
(b) The Trust agrees to provide the Adviser such information about
the Trust and the Funds as is necessary and appropriate for the Adviser to
perform its services hereunder. Such information includes, but is not limited
to, the Trust's Declaration of Trust and By-Laws and all compliance policies
and procedures of the Trust. The Trust agrees to provide to the Adviser
promptly any amendment to the foregoing and, if any such amendment would
materially affect the services to be provided by the Adviser hereunder, the
Trust agrees to provide the amendment to the Adviser prior to its adoption by
the Board of Trustees.
(c) The Trust represents and warrants that this Agreement has been
authorized by the Board of Trustees and by shareholders in accordance with
applicable law.
11. ADVISER'S LIABILITIES AND INDEMNIFICATION.
(a) The Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of the statements in the
Funds' offering materials (including the prospectus, the statement of
additional information, and advertising and sales materials), except for
information supplied by the administrator or the Trust or another third party
for inclusion therein.
(b) The Adviser shall be liable to the Funds for any loss (including
brokerage charges) incurred by the Funds as a result of any improper investment
made by the Adviser in contradiction of the Investment Policies.
(c) In the absence of willful misfeasance, bad faith, negligence, or
reckless disregard of the obligations or duties hereunder on the part of the
Adviser, the Adviser shall not be subject to liability to the Trust or the
Funds or to any shareholder of the Funds for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security by the Funds.
Notwithstanding the foregoing, federal securities laws and certain state laws
impose liabilities under certain circumstances on persons who have acted in
good faith, and therefore nothing herein shall in any way constitute a waiver
or limitation of any rights which the Trust, the Funds or any shareholder of
the Funds may have under any federal securities law or state law.
(d) Each party to this Agreement shall indemnify and hold harmless
the other party and the shareholders, directors, officers and employees of the
other party (any such person, an "Indemnified Party") against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating and defending any alleged loss, liability, claim, damage or
expenses and reasonable counsel fees incurred in connection therewith) arising
out of the Indemnified Party's performance or non-performance of any duties
under this Agreement; provided, however, that nothing herein shall be deemed to
protect any Indemnified Party against any liability to which such Indemnified
Party would otherwise be subject by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties under this Agreement.
(e) No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust, or officer of the Adviser, from liability in
violation of Sections 17(h) and (i) of the Investment Company Act.
6
12. NON-EXCLUSIVITY; TRADING FOR ADVISER'S OWN ACCOUNT. The Trust's
employment of the Adviser is not an exclusive arrangement. The Trust may from
time to time employ other individuals or entities to furnish it with the
services provided for herein. Likewise, the Adviser may act as investment
adviser for any other person, and shall not in any way be limited or restricted
from buying, selling or trading any securities for its or their own accounts or
the accounts of others for whom it or they may be acting; provided, however,
that the Adviser expressly represents that it will undertake no activities
which will adversely affect the performance of its obligations to the Funds
under this Agreement, and provided further that the Adviser will adhere to a
code of ethics governing employee trading and trading for proprietary accounts
that conforms to the requirements of the Investment Company Act and the
Advisers Act and has been approved by the Board of Trustees.
13. TRANSACTIONS WITH OTHER INVESTMENT ADVISERS. The Adviser is not
an affiliated person of any investment adviser responsible for providing advice
with respect to any other series of the Trust, or of any promoter, underwriter,
officer, director, member of an advisory board or employee of any other series
of the Trust. The Adviser shall not consult with the investment adviser of any
other series of the Trust concerning transactions for the Funds or any other
series of the Trust.
14. TERM. This Agreement shall become effective at the time at the
time a Fund receives an affirmative vote of a majority of the outstanding
voting securities of the Fund and shall continue for an initial term of two
years thereafter, unless sooner terminated as hereinafter provided. This
Agreement shall continue in effect thereafter for additional periods not
exceeding one year so long as such continuation is approved for each Fund at
least annually by (i) the Board of Trustees or by the vote of a majority of the
outstanding voting securities of the Fund and (ii) the vote of a majority of
the Trustees of the Trust who are not parties to this Agreement nor interested
persons thereof, cast in person at a meeting called for the purpose of voting
on such approval. The terms "majority of the outstanding voting securities" and
"interested persons" shall have the meanings as set forth in the Investment
Company Act.
15. RIGHT TO USE NAME.
(a) The Adviser warrants that each Fund's name is not deceptive or
misleading. Any concern regarding copyright, trademark, or patent infringement
with respect to the name used by a Fund shall be resolved by the Adviser. The
Adviser shall at all times have all rights in and to the Fund's name, as listed
on Schedule A hereto, or any name derived from using the name "AT Investment
Advisers". The Funds shall have a license to use, but have no other rights in
or to, the name "AT Investment Advisers" only for so long as this Agreement or
any extension, renewal or amendment hereof remains in effect. Within sixty (60)
days from such time as this Agreement shall no longer be in effect, the Fund
shall cease to use such a name or any other name connected with the Adviser.
(b) It is understood and hereby agreed that the name "Trust for
Professional Managers" or "TPM" is the property of the Trust for trademark and
all other purposes. The Adviser undertakes and agrees that, in the event that
the Adviser shall cease to act as investment adviser to the Funds, the Adviser
shall promptly take all necessary and appropriate action to discontinue use of
the Trust's name and will further refrain from using the Trust's name;
provided, however, that the Adviser may continue to use the Trust's name for
the sole purpose of identifying the Trust as an account formerly managed by the
Adviser or as otherwise consented to by the Trust in writing prior to such
use.
16. TERMINATION; NO ASSIGNMENT.
(a) This Agreement may be terminated by the Trust on behalf of a Fund
at any time without payment of any penalty, by the Board of Trustees or by vote
of a majority of the outstanding
7
voting securities of a Fund, upon sixty (60) days' written notice to the
Adviser, and by the Adviser upon sixty (60) days' written notice to such Fund.
In the event of a termination, the Adviser shall cooperate in the orderly
transfer of the Fund's affairs and, at the request of the Board of Trustees,
transfer any and all books and records of the Fund maintained by the Adviser on
behalf of the Fund.
(b) This Agreement shall terminate automatically in the event of any
transfer or assignment thereof, as defined in the Investment Company Act.
17. NONPUBLIC PERSONAL INFORMATION. Notwithstanding any provision
herein to the contrary, the Adviser agrees on behalf of itself and its
directors, trustees, managers, members, shareholders, officers, and employees
(1) to treat confidentially and as proprietary information of the Trust (a) all
records and other information relative to the Funds' prior, present, or
potential shareholders (and clients of said shareholders) and (b) any Nonpublic
Personal Information, as defined under Section 248.3(t) of Regulation S-P
("Regulation S-P"), promulgated under the Gramm-Leach-Bliley Act (the "G-L-B
Act"), and (2) except after prior notification to and approval in writing by
the Trust, not to use such records and information for any purpose other than
the performance of its responsibilities and duties hereunder, or as otherwise
permitted by Regulation S-P or the G-L-B Act, and if in compliance therewith,
the privacy policies adopted by the Trust and communicated in writing to the
Adviser. Such written approval shall not be unreasonably withheld by the Trust
and may not be withheld where the Adviser may be exposed to civil or criminal
contempt or other proceedings for failure to comply after being requested to
divulge such information by duly constituted authorities.
18. ANTI-MONEY LAUNDERING COMPLIANCE. The Adviser acknowledges that,
in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and
any implementing regulations thereunder (together, "AML Laws"), the Trust has
adopted an Anti-Money Laundering Policy. The Adviser agrees to comply with the
Trust's Anti-Money Laundering Policy and the AML Laws, as the same may apply to
the Adviser, now and in the future. The Adviser further agrees to provide to
the Trust and/or the Fund's administrator such reports, certifications and
contractual assurances as may be reasonably requested by the Trust. The Trust
may disclose information regarding the Adviser to governmental and/or
regulatory or self-regulatory authorities to the extent required by applicable
law or regulation and may file reports with such authorities as may be required
by applicable law or regulation.
19. CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES. The Adviser
acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act"), and the implementing regulations promulgated thereunder,
the Trust and the Funds are required to make certain certifications and have
adopted disclosure controls and procedures. To the extent reasonably requested
by the Trust, the Adviser agrees to use its best efforts to assist the Trust
and the Funds in complying with the Sarbanes-Oxley Act and implementing the
Trust's disclosure controls and procedures. The Adviser agrees to inform the
Trust of any material development related to the Funds that the Adviser
reasonably believes is relevant to the Funds' certification obligations under
the Sarbanes-Oxley Act.
20. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected
thereby.
21. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
8
22. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Wisconsin without giving effect to
the conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation
or rule, including the Investment Company Act and the Advisers Act and any
rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized officers, all on the day and year
first above written.
TRUST FOR PROFESSIONAL MANAGERS AT INVESTMENT ADVISERS, INC.
on behalf its series listed on Schedule A
By: ________________ By: _____________________
Name: John P. Buckel Name:
Title: President Title:
9
SCHEDULE A
--------------------------------------------------------------------------------
SERIES OR FUND OF TRUST ANNUAL FEE RATE AS A PERCENTAGE
FOR PROFESSIONAL MANAGERS OF AVERAGE DAILY NET ASSETS
--------------------------------------------------------------------------------
Geneva Advisors All Cap Growth Fund 1.10%
--------------------------------------------------------------------------------
Geneva Advisors Equity Income Fund 1.10%
--------------------------------------------------------------------------------
10
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 13, 2017
to the
REGISTRATION STATEMENT ON FORM N-14 FILED BY:
The Advisors' Inner Circle Fund
on behalf of its series
AT All Cap Growth Fund
and
AT Equity Income Fund
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(866) 773-3238
RELATING TO THE JANUARY 26, 2018 SPECIAL MEETING OF SHAREHOLDERS OF THE
GENEVA ADVISORS ALL CAP GROWTH FUND
AND
GENEVA ADVISORS EQUITY INCOME FUND,
each a series of Trust for Professional Managers
This Statement of Additional Information, which is not a prospectus, supplements
and should be read in conjunction with the Proxy Statement/Prospectus dated
December 13, 2017, relating specifically to the Special Meeting of
Shareholders of the Geneva Advisors All Cap Growth Fund and Geneva Advisors
Equity Income Fund to be held on January 26, 2018 (the "Proxy
Statement/Prospectus"). Copies of the Proxy Statement/Prospectus may be obtained
at no charge by writing to the AT All Cap Growth Fund or AT Equity Income Fund,
One Freedom Valley Drive, Oaks, Pennsylvania 19456, or by calling (866)
773-3238.
TABLE OF CONTENTS
PAGE
General Information 1
Incorporation by Reference 1
PRO FORMA Financial Information 1
GENERAL INFORMATION
--------------------------------------------------------------------------------
TARGET FUND CORRESPONDING ACQUIRING FUND
--------------------------------------------------------------------------------
Geneva Advisors All Cap Growth Fund AT All Cap Growth Fund
--------------------------------------------------------------------------------
Geneva Advisors Equity Income Fund AT Equity Income Fund
--------------------------------------------------------------------------------
This Statement of Additional Information relates to (a) the acquisition of all
of the assets and assumption of all of the liabilities of each Target Fund by
its corresponding Acquiring Fund in exchange for Institutional Class Shares of
the Acquiring Fund; (b) the distribution of such shares to the shareholders of
the Target Fund; and (c) the liquidation and termination of the Target Fund
(each, a "Reorganization"). Further information is included in the Proxy
Statement/Prospectus and in the documents listed below, which are incorporated
by reference into this Statement of Additional Information. Each Target Fund is
a series of Trust for Professional Managers and each Acquiring Fund is a series
of The Advisors' Inner Circle Fund.
INCORPORATION OF DOCUMENTS BY REFERENCE INTO THE STATEMENT OF ADDITIONAL
INFORMATION
Because the Acquiring Funds were newly created for purposes of the
Reorganizations, the Acquiring Funds have not published an annual or semiannual
report to shareholders. This Statement of Additional Information incorporates
by reference the following documents, which have been filed with the Securities
and Exchange Commission and will be sent to any shareholder requesting this
Statement of Additional Information:
1. Statement of Additional Information dated December 29, 2016 for Trust for
Professional Managers, with respect to the Target Funds (filed via EDGAR on
December 20, 2016, Accession No. 0000894189-16-013558) ("Target Funds
SAI");
2. Supplement dated September 19, 2017 to the Target Funds SAI (filed via
EDGAR on September 19, 2017, Accession No. 0000894189-17-004950);
3. Statement of Additional Information dated December 13, 2017 for The
Advisors' Inner Circle Fund, with respect to the Acquiring Funds (filed via
EDGAR on December 13, 2017, Accession No. 0001135428-17-001113); and
4. The audited financial statements and related report of the independent
public accounting firm included in the Trust for Professional Managers
Annual Report to Shareholders for the fiscal year ended August 31, 2017,
with respect to the Target Funds (filed via EDGAR on November 3, 2017,
Accession No. 0000898531-17-000541).
PRO FORMA FINANCIAL INFORMATION
Under the Agreement and Plan of Reorganization, each Target Fund is proposed to
be reorganized into its corresponding Acquiring Fund. PRO FORMA financial
information has not been prepared for either Reorganization because each
Acquiring Fund is a newly organized shell series with no assets or liabilities
that will commence investment operations upon completion of the applicable
Reorganization and continue the operations of its corresponding Target Fund.
Each Target Fund will be the accounting survivor after its respective
Reorganization.
1
PART C: OTHER INFORMATION
ITEM 15. INDEMNIFICATION:
Article VIII of the Amended and Restated Agreement and Declaration of Trust
filed as Exhibit (1)(a) to The Advisors' Inner Circle Fund's (the "Registrant")
Registration Statement is incorporated herein by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "1933 Act"), may be permitted to trustees, directors, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Agreement and Declaration of Trust or otherwise, the Registrant is aware that
in the opinion of the SEC, such indemnification is against public policy as
expressed in the 1933 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 1933 Act and will be governed by the final adjudication of
such issues.
ITEM 16. EXHIBITS:
There are references below to the Registrant's Registration Statement on Form
N-1A (File Nos. 033-42484, 811-06400).
EXHIBIT NO.
(1)(a) Amended and Restated Agreement and Declaration of Trust of The Advisors'
Inner Circle Fund (the "Registrant") dated July 18, 1991, as amended and
restated 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. 033-42484), filed with the U.S. Securities and
Exchange Commission (the "SEC") via EDGAR Accession No. 0000950109-97-001691 on
February 27, 1997.
(1)(b) Amendment No. 1, dated May 15, 2012, to the Registrant's Amended and
Restated Agreement and Declaration of Trust dated July 18, 1991, as amended and
restated February 18, 1997, is incorporated herein by reference to exhibit
(a)(2) of Post-Effective Amendment No. 190 to the Registrant's Registration
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-12-000262 on May 23, 2012.
(2) Registrant's Second Amended and Restated By-Laws are incorporated herein by
reference to exhibit (b) of Post-Effective Amendment No. 179 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-12-000087 on February 28,
2012.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization is attached as Exhibit D to the
Proxy Statement/Prospectus contained in this Registration Statement.
(5)(a) See Article III of the Registrant's Amended and Restated Agreement and
Declaration of Trust, which has been incorporated by reference in Exhibit
(1)(a) of this Registration Statement.
(5)(b) See Section 2 of the Registrant's Second Amended and Restated By-Laws,
which has been incorporated by reference in Exhibit (2) of this Registration
Statement.
C- 1
(6)(a)(i) Investment Advisory Agreement, dated May 3, 1995, between the
Registrant and First Manhattan Co. is incorporated herein by reference to
exhibit (5)(g) of Post-Effective Amendment No. 24 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0000950109-96-001199 on February 28, 1996.
(6)(a)(ii) Amended and Restated Schedule, dated May 19, 1998, to the Investment
Advisory Agreement, dated May 3, 1995, between the Registrant and First
Manhattan Co. is incorporated herein by reference to exhibit (d)(9) of
Post-Effective Amendment No. 34 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001047469-98-021496 on May 21, 1998.
(6)(a)(iii) Investment Advisory Agreement, dated March 15, 1999, between the
Registrant and LSV Asset Management 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. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-01-500070 on June 22, 2001.
(6)(a)(iv) Amended Schedule A, dated May 13, 2014, to the Investment Advisory
Agreement, dated March 15, 1999, between the Registrant and LSV Asset
Management is incorporated herein by reference to exhibit (d)(1)(v) of
Post-Effective Amendment No. 235 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000403 on June 10, 2014.
(6)(a)(v) Investment Advisory Agreement, dated June 24, 2002, between the
Registrant and Acadian Asset Management LLC (formerly, Acadian Asset
Management, Inc.) is incorporated herein by reference to exhibit (d)(17) of
Post-Effective Amendment No. 55 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-02-000263 on August 30, 2002.
(6)(a)(vi) Amended Schedule A to the Investment Advisory Agreement, dated June
24, 2002, between the Registrant and Acadian Asset Management LLC (formerly,
Acadian Asset Management, Inc.) is incorporated herein by reference to exhibit
(d)(12) of Post-Effective Amendment No. 127 to the Registrant's Registration
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-10- 000392 on September 3, 2010.
(6)(a)(vii) Investment Advisory Agreement, dated June 24, 2002, between the
Registrant and Cambiar Investors, LLC is incorporated herein by reference to
exhibit (d)(19) of Post-Effective Amendment No. 55 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-02-000263 on August 30, 2002.
(6)(a)(viii) Amended Schedule A, dated August 30, 2016, to the Investment
Advisory Agreement, dated June 24, 2002, between the Registrant and Cambiar
Investors, LLC is incorporated herein by reference to exhibit (d)(1)(viii) of
Post-Effective Amendment No. 267 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-16-001529 on August 26, 2016.
(6)(a)(ix) Investment Advisory Agreement, dated June 24, 2002, between the
Registrant and Investment Counselors of Maryland, LLC is incorporated herein by
reference to exhibit (d)(23) of Post-Effective Amendment No. 55 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-02-000263 on August 30, 2002.
(6)(a)(x) Investment Advisory Agreement, dated June 24, 2002, between the
Registrant and C.S. McKee, L.P. is incorporated herein by reference to exhibit
(d)(24) of Post-Effective Amendment No. 55 to the Registrant's Registration
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-02-000263 on August 30, 2002.
C- 2
(6)(a)(xi) Investment Advisory Agreement, dated October 10, 2016, between the
Registrant and Rice Hall James & Associates LLC is incorporated herein by
reference to exhibit (d)(1)(xi) of Post-Effective Amendment No. 277 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-17-000154 on February 28,
2017.
(6)(a)(xii) Investment Advisory Agreement, dated June 24, 2002, between the
Registrant and Thompson, Siegel & Walmsley LLC (formerly, Thompson, Siegel &
Walmsley, Inc.) is incorporated herein by reference to exhibit (d)(27) of
Post-Effective Amendment No. 55 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-02-000263 on August 30, 2002.
(6)(a)(xiii) Amendment and Revised Schedule A, dated June 1, 2010, to the
Investment Advisory Agreement, dated June 24, 2002, between the Registrant and
Thompson, Siegel & Walmsley LLC (formerly, Thompson, Siegel & Walmsley, Inc.)
is incorporated herein by reference to exhibit (d)(21) of Post-Effective
Amendment No. 126 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-10-000336
on August 30, 2010.
(6)(a)(xiv) Investment Advisory Agreement, dated May 28, 2004, between the
Registrant and Haverford Investment Management, Inc. is incorporated herein by
reference to exhibit (d)(30) of Post-Effective Amendment No. 79 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-05-000093 on February 25,
2005.
(6)(a)(xv) Investment Advisory Agreement, dated December 16, 2005, between the
Registrant and Westwood Management Corp. is incorporated herein by reference to
exhibit (d)(28) of Post-Effective Amendment No. 88 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-06-000081 on February 28, 2006.
(6)(a)(xvi) Amended Schedule A, dated December 30, 2016, to the Investment
Advisory Agreement, dated December 16, 2005, between the Registrant and
Westwood Management Corp., is incorporated herein by reference to exhibit
(d)(1)(xvi) of Post-Effective Amendment No. 275 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-16-001950 on December 30, 2016.
(6)(a)(xvii) Investment Advisory Agreement, dated February 27, 2006, between
the Registrant and Edgewood Management LLC is incorporated herein by reference
to exhibit (d)(33) of Post-Effective Amendment No. 95 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-07-000007 on January 12, 2007.
(6)(a)(xviii) Investment Advisory Agreement, dated March 10, 2010, between the
Registrant and Sands Capital Management, LLC is incorporated herein by
reference to exhibit (d)(30) of Post-Effective Amendment No. 123 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-10-000173 on April 30, 2010.
(6)(a)(xix) Investment Advisory Agreement, dated March 24, 2011, between the
Registrant and AlphaOne Investment Services, LLC is incorporated herein by
reference to exhibit (d)(35) of Post-Effective Amendment No. 206 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.
(6)(a)(xx) Amended Schedule A, dated [ ], to the Investment Advisory Agreement,
dated March 24, 2011, between the Registrant and AlphaOne Investment Services,
LLC, to be filed by amendment.
(6)(a)(xxi) Investment Advisory Agreement, dated June 20, 2011, between the
Registrant and Loomis, Sayles & Company, L.P. is incorporated herein by
reference to exhibit (d)(37) of Post-Effective
C- 3
Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118
on March 1, 2013.
(6)(a)(xxii) Investment Advisory Agreement, dated February 20, 2012, between
the Registrant and Hamlin Capital Management, LLC is incorporated herein by
reference to exhibit (d)(45) of Post-Effective Amendment No. 183 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-12-000195 on March 28, 2012.
(6)(a)(xxiii) Investment Advisory Agreement, dated February 3, 2012, between
the Trust and Thomson Horstmann & Bryant, Inc. is incorporated herein by
reference to exhibit (d)(45) of Post-Effective Amendment No. 206 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.
(6)(a)(xxiv) Amended Schedule A to the Investment Advisory Agreement, dated
February 3, 2012, between the Trust and Thomson Horstmann & Bryant, Inc. is
incorporated herein by reference to exhibit (d)(49) of Post-Effective Amendment
No. 225 to the Registrant's Registration Statement on Form N-1A (File No.
033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000589 on
October 9, 2013.
(6)(a)(xxv) Investment Advisory Agreement, dated May 1, 2014, between the
Registrant and Cornerstone Advisors, Inc. is incorporated herein by reference
to exhibit (d)(1)(xxviii) of Post-Effective Amendment No. 236 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000442 on June 24, 2014.
(6)(a)(xxvi) Amended Schedule A, dated August 30, 2016, to the Investment
Advisory Agreement, dated May 1, 2014, between the Registrant and Cornerstone
Advisors, Inc. is incorporated herein by reference to exhibit (d)(1)(xxvii) of
Post-Effective Amendment No. 266 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-16-001507 on August 24, 2016.
(6)(a)(xxvii) Investment Advisory Agreement, dated January 31, 2013, between
the Registrant and Harvest Global Investments Limited is incorporated herein by
reference to exhibit (d)(1)(xxix) of Post-Effective Amendment No. 236 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000442 on June 24, 2014.
(6)(a)(xxviii) Investment Advisory Agreement, dated September 3, 2013, between
the Registrant and AT Investment Advisers, Inc. (formerly, Stein Roe Investment
Counsel, Inc.) is incorporated herein by reference to exhibit (d)(1)(xxx) of
Post-Effective Amendment No. 236 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000442 on June 24, 2014.
(6)(a)(xxix) Amended Schedule A, dated December 13, 2017, to the Investment
Advisory Agreement, dated September 13, 2013, between the Registrant and AT
Investment Advisers, Inc. (formerly, Stein Roe Investment Counsel, Inc.), to be
filed by amendment.
(6)(a)(xxx) Investment Advisory Agreement, dated July 3, 2013, between the
Registrant and Fayez Sarofim & Co. is incorporated herein by reference to
exhibit (d)(74) of Post-Effective Amendment No. 219 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-13-000386 on July 26, 2013.
(6)(b)(i) Investment Sub-Advisory Agreement, dated December 27, 2011, between
Westwood Management Corp. and SKY Harbor Capital Management, LLC, relating to
the Westwood Short Duration High Yield Fund and Westwood Opportunistic High
Yield Fund, is incorporated herein by reference to exhibit (d)(29) of
Post-Effective Amendment No. 206 to the Registrant's Registration
C- 4
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-13-000118 on March 1, 2013.
(6)(b)(ii) Amended Schedule A, dated November 17, 2014, to the Investment
Sub-Advisory Agreement, dated December 27, 2011, between Westwood Management
Corp. and SKY Harbor Capital Management, LLC, relating to the Westwood Short
Duration High Yield Fund and Westwood Opportunistic High Yield Fund, is
incorporated herein by reference to exhibit (d)(2)(ii) of Post-Effective
Amendment No. 248 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000803
on December 29, 2014.
(6)(b)(iii) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Parametric Portfolio Associates([R]) LLC,
relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated
herein by reference to exhibit (d)(2)(ii) of Post-Effective Amendment No. 239
to the Registrant's Registration Statement on Form N-1A (File No. 033-42484),
filed with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28,
2014.
(6)(b)(iv) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and LSV Asset Management, relating to the
Cornerstone Advisors Global Public Equity Fund, is incorporated herein by
reference to exhibit (d)(2)(iii) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(v) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Harris Associates L.P., relating to the
Cornerstone Advisors Global Public Equity Fund, is incorporated herein by
reference to exhibit (d)(2)(iv) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(vi) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Thornburg Investment Management, Inc., relating
to the Cornerstone Advisors Global Public Equity Fund, is incorporated herein
by reference to exhibit (d)(2)(v) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(vii) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Marsico Capital Management, LLC, relating to the
Cornerstone Advisors Global Public Equity Fund, is incorporated herein by
reference to exhibit (d)(2)(vi) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(viii) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Cramer Rosenthal McGlynn LLC, relating to the
Cornerstone Advisors Global Public Equity Fund, is incorporated herein by
reference to exhibit (d)(2)(viii) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(ix) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Fairpointe Capital LLC, relating to the
Cornerstone Advisors Global Public Equity Fund, is incorporated herein by
reference to exhibit (d)(2)(ix) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(x) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Phocas Financial Corporation, relating to the
Cornerstone Advisors Global Public Equity Fund, is
C- 5
incorporated herein by reference to exhibit (d)(2)(x) of Post-Effective
Amendment No. 239 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000551
on August 28, 2014.
(6)(b)(xi) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Allianz Global Investors U.S. LLC, relating to
the Cornerstone Advisors Global Public Equity Fund, is incorporated herein by
reference to exhibit (d)(2)(xi) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(xii) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Acadian Asset Management LLC, relating to the
Cornerstone Advisors Global Public Equity Fund, is incorporated herein by
reference to exhibit (d)(2)(xii) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(xiii) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Driehaus Capital Management LLC, relating to the
Cornerstone Advisors Global Public Equity Fund, is incorporated herein by
reference to exhibit (d)(2)(xiii) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(xiv) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and OFI SteelPath, Inc., relating to the Cornerstone
Advisors Income Opportunities Fund, is incorporated herein by reference to
exhibit (d)(2)(xiv) of Post-Effective Amendment No. 239 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(xv) Amendment, dated May 18, 2016, to the Investment Sub-Advisory
Agreement between Cornerstone Advisors, Inc. and OFI SteelPath, Inc., relating
to the Cornerstone Advisors Income Opportunities Fund, is incorporated herein
by reference to exhibit (d)(2)(xv) of Post-Effective Amendment No. 277 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-17-000154 on February 28,
2017.
(6)(b)(xvi) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and ClariVest Asset Management LLC, relating to the
Cornerstone Advisors Public Alternatives Fund and Cornerstone Advisors Global
Public Equity Fund, is incorporated herein by reference to exhibit (d)(2)(xvi)
of Post-Effective Amendment No. 239 to the Registrant's Registration Statement
on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000551 on August 28, 2014.
(6)(b)(xvii) Amended Schedule A, dated December 15, 2014, to the Investment
Sub-Advisory Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc.
and ClariVest Asset Management LLC, relating to the Cornerstone Advisors Public
Alternatives Fund and Cornerstone Advisors Global Public Equity Fund, is
incorporated herein by reference to exhibit (d)(2)(xvii) of Post-Effective
Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069
on February 26, 2016.
(6)(b)(xviii) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Kayne Anderson Capital Advisors, L.P., relating
to the Cornerstone Advisors Real Assets Fund, is incorporated herein by
reference to exhibit (d)(2)(xvii) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
C- 6
(6)(b)(xix) Amendment, dated September 1, 2016, to the Investment Sub-Advisory
Agreement, dated May 1, 2014, between Cornerstone Advisors, Inc. and Kayne
Anderson Capital Advisors, L.P., relating to the Cornerstone Advisors Real
Assets Fund, is incorporated herein by reference to exhibit (d)(2)(xviii) of
Post-Effective Amendment No. 272 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-16-001815 on October 31, 2016.
(6)(b)(xx) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and BlackRock Financial Management, LLC, relating to
the Cornerstone Advisors Real Assets Fund, is incorporated herein by reference
to exhibit (d)(2)(xviii) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(xxi) Investment Sub-Advisory Agreement, dated September 5, 2014, between
Cornerstone Advisors, Inc. and Numeric Investors, LLC, relating to the
Cornerstone Advisors Global Public Equity Fund and Cornerstone Advisors Public
Alternatives Fund, is incorporated herein by reference to exhibit (d)(2)(xx) of
Post-Effective Amendment No. 272 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-16-001815 on October 31, 2016.
(6)(b)(xxii) Amended and Restated Schedule A, dated November 16, 2016, to the
Investment Sub-Advisory Agreement, dated September 5, 2014, between Cornerstone
Advisors, Inc. and Numeric Investors, LLC, relating to the Cornerstone Advisors
Global Public Equity Fund and Cornerstone Advisors Public Alternatives Fund, is
incorporated herein by reference to exhibit (d)(2)(xxii) of Post-Effective
Amendment No. 277 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-17-000154
on February 28, 2017.
(6)(b)(xxiii) Investment Sub-Advisory Agreement, dated May 1, 2014, between
Cornerstone Advisors, Inc. and Strategic Income Management, LLC, relating to
the Cornerstone Advisors Income Opportunities Fund, is incorporated herein by
reference to exhibit (d)(2)(xx) of Post-Effective Amendment No. 239 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(xxiv) Investment Sub-Advisory Agreement, dated June 3, 2014, between
Cornerstone Advisors, Inc. and AJO, LP, relating to the Cornerstone Advisors
Public Alternatives Fund, is incorporated herein by reference to exhibit
(d)(2)(xxi) of Post-Effective Amendment No. 239 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-14-000551 on August 28, 2014.
(6)(b)(xxv) Amended Schedule A, dated August 31, 2015, to the Investment
Sub-Advisory Agreement, dated June 3, 2014, between Cornerstone Advisors, Inc.
and AJO, LP, relating to the Cornerstone Advisors Public Alternatives Fund, is
incorporated herein by reference to exhibit (d)(2)(xxiii) of Post-Effective
Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069
on February 26, 2016.
(6)(b)(xxvi) Investment Sub-Advisory Agreement, dated June 3, 2014, between
Cornerstone Advisors, Inc. and Wells Fargo Portfolio Risk Advisors, a Division
of Structured Asset Investors, LLC, relating to the Cornerstone Advisors Public
Alternatives Fund, is incorporated herein by reference to exhibit (d)(2)(xxii)
of Post-Effective Amendment No. 239 to the Registrant's Registration Statement
on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000551 on August 28, 2014.
(6)(b)(xxvii) Investment Sub-Advisory Agreement, dated January 15, 2016,
between Cornerstone Advisors, Inc. and Robert W. Baird & Co. Incorporated,
relating to the Cornerstone Advisors Global Public Equity Fund, is incorporated
herein by reference to exhibit (d)(2)(xxv) of Post-Effective
C- 7
Amendment No. 263 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001304
on April 29, 2016.
(6)(b)(xxviii) Investment Sub-Advisory Agreement, dated August 24, 2016,
between Cornerstone Advisors, Inc. and Franklin Advisers, Inc., relating to the
Cornerstone Advisors Core Plus Bond Fund, is incorporated herein by reference
to exhibit (d)(2)(xxvi) of Post-Effective Amendment No. 266 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.
(6)(b)(xxix) Investment Sub-Advisory Agreement, dated August 24, 2016, between
Cornerstone Advisors, Inc. and Loomis, Sayles & Company, L.P., relating to the
Cornerstone Advisors Core Plus Bond Fund, is incorporated herein by reference
to exhibit (d)(2)(xxvii) of Post-Effective Amendment No. 266 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.
(6)(b)(xxx) Investment Sub-Advisory Agreement, dated August 24, 2016, between
Cornerstone Advisors, Inc. and Metropolitan West Asset Management LLC, relating
to the Cornerstone Advisors Core Plus Bond Fund, is incorporated herein by
reference to exhibit (d)(2)(xxviii) of Post-Effective Amendment No. 266 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.
(6)(b)(xxxi) Investment Sub-Advisory Agreement, dated August 24, 2016, between
Cornerstone Advisors, Inc. and Prime Advisors, Inc., relating to the
Cornerstone Advisors Core Plus Bond Fund, is incorporated herein by reference
to exhibit (d)(2)(xxix) of Post-Effective Amendment No. 266 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.
(6)(b)(xxxii) Investment Sub-Advisory Agreement, dated [ ], between AlphaOne
Investment Services, LLC and Villanova Investment Management Company LLC,
relating to the AlphaOne VIMCO Small Cap Value Fund, to be filed by amendment.
(6)(c)(i) Amended and Restated Expense Limitation Agreement, dated February 13,
2013, between the Registrant and LSV Asset Management, relating to the LSV
Funds, is incorporated herein by reference to exhibit (d)(10) of Post-Effective
Amendment No. 206 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000118
on March 1, 2013.
(6)(c)(ii) Amended Schedule A, dated May 13, 2014, to the Amended and Restated
Expense Limitation Agreement, dated February 13, 2013, between the Registrant
and LSV Asset Management, relating to the LSV Funds, is incorporated herein by
reference to exhibit (d)(3)(ii) of Post-Effective Amendment No. 235 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-14-000403 on June 10, 2014.
(6)(c)(iii) Amended and Restated Expense Limitation Agreement, dated September
1, 2016, between the Registrant and Cambiar Investors, LLC, relating to the
Cambiar Funds, is incorporated herein by reference to exhibit (d)(3)(iii) of
Post-Effective Amendment No. 268 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-16-001670 on September 1, 2016.
(6)(c)(iv) Amended and Restated Expense Limitation Agreement, dated February
23, 2016, between the Registrant and Rice Hall James & Associates, LLC,
relating to the Rice Hall James Funds, is incorporated herein by reference to
exhibit (d)(3)(vi) of Post-Effective Amendment No. 263 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-16-001304 on April 29, 2016.
C- 8
(6)(c)(v) Expense Limitation Agreement, dated March 1, 2008, between the
Registrant and Haverford Investment Management, Inc., relating to the Haverford
Quality Growth Stock Fund, is incorporated herein by reference to exhibit
(d)(25) of Post-Effective Amendment No. 206 to the Registrant's Registration
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-13-000118 on March 1, 2013.
(6)(c)(vi) Amended and Restated Expense Limitation Agreement, dated February
10, 2015, between the Registrant and Westwood Management Corp., relating to the
Westwood Funds, is incorporated herein by reference to exhibit (d)(3)(ix) of
Post-Effective Amendment No. 254 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-15-000298 on April 20, 2015.
(6)(c)(vii) Amended Schedule A, dated May 23, 2017, to the Amended and Restated
Expense Limitation Agreement, dated February 10, 2015, between the Registrant
and Westwood Management Corp., relating to the Westwood Funds, is incorporated
herein by reference to exhibit (d)(3)(vii) of Post-Effective Amendment No. 282
to the Registrant's Registration Statement on Form N-1A (File No. 033-42484),
filed with the SEC via EDGAR Accession No. 0001135428-17-000686 on July 24,
2017.
(6)(c)(viii) Amended and Restated Expense Limitation Agreement between the
Registrant and Edgewood Management LLC, relating to the Edgewood Growth Fund,
to be filed by amendment.
(6)(c)(ix) Expense Limitation Agreement, dated March 31, 2010, between the
Registrant and Sands Capital Management, LLC, relating to the Sands Capital
Global Growth Fund, is incorporated herein by reference to exhibit (d)(34) of
Post-Effective Amendment No. 206 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-13-000118 on March 1, 2013.
(6)(c)(x) Expense Limitation Agreement, effective as of March 28, 2011, between
the Registrant and AlphaOne Investment Services, LLC, relating to the AlphaOne
Small Cap Opportunities Fund, is incorporated herein by reference to exhibit
(d)(43) of Post-Effective Amendment No. 154 to the Registrant's Registration
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-11-000353 on June 29, 2011.
(6)(c)(xi) Amended Schedule A, dated [ ], to the Expense Limitation Agreement,
effective as of March 28, 2011, between the Registrant and AlphaOne Investment
Services, LLC, relating to the AlphaOne Funds, to be filed by amendment.
(6)(c)(xii) Expense Limitation Agreement, dated December 15, 2011, between the
Registrant and Loomis, Sayles & Company, L.P., relating to the Loomis Sayles
Full Discretion Institutional Securitized Fund, is incorporated herein by
reference to exhibit (d)(38) of Post-Effective Amendment No. 206 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.
(6)(c)(xiii) Amended and Restated Expense Limitation Agreement, dated April 30,
2013, between the Registrant and Hamlin Capital Management, LLC, relating to
the Hamlin High Dividend Equity Fund, is incorporated herein by reference to
exhibit (d)(42) of Post-Effective Amendment No. 210 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-13-000257 on April 30, 2013.
(6)(c)(xiv) Expense Limitation Agreement, dated March 28, 2012, between the
Registrant and Thomson Horstmann & Bryant, Inc., relating to the Thomson
Horstmann & Bryant MicroCap Fund, is incorporated herein by reference to
exhibit (d)(46) of Post-Effective Amendment No. 206 to the Registrant's
C- 9
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-13-000118 on March 1, 2013.
(6)(c)(xv) Amended Schedule A to the Expense Limitation Agreement, dated March
28, 2012, between the Registrant and Thomson Horstmann & Bryant, Inc., relating
to the Thomson Horstmann & Bryant MicroCap Fund, is incorporated herein by
reference to exhibit (d)(50) of Post-Effective Amendment No. 225 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-13-000589 on October 9, 2013.
(6)(c)(xvi) Expense Limitation Agreement, dated January 31, 2013, between the
Registrant and Harvest Global Investments Limited, relating to the Harvest
Funds, is incorporated herein by reference to exhibit (6)(c)(xix) of
Post-Effective Amendment No. 236 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000442 on June 24, 2014.
(6)(c)(xvii) Expense Limitation Agreement, dated February 23, 2016, between the
Registrant and AT Investment Advisers, Inc., relating to the AT Disciplined
Equity Fund, AT Income Opportunities Fund and AT Mid Cap Equity Fund, is
incorporated herein by reference to exhibit (d)(3)(xix) of Post-Effective
Amendment No. 261 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001069
on February 26, 2016.
(6)(c)(xviii) Expense Limitation Agreement, dated December 13, 2017, between the
Registrant and AT Investment Advisers, Inc., relating to the AT All Cap Growth
Fund and AT Equity Income Fund is incorporated herein by reference to exhibit
(d)(3)(xviii) of Post-Effective Amendment No. 288 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via
EDGAR Accession No. 0001135428-17-001113 on December 13, 2017.
(6)(c)(xix) Expense Limitation Agreement, effective as of July 3, 2013, between
the Registrant and Fayez Sarofim & Co., relating to the Sarofim Equity Fund, is
incorporated herein by reference to exhibit (d)(75) of Post-Effective Amendment
No. 219 to the Registrant's Registration Statement on Form N-1A (File No.
033-42484), filed with the SEC via EDGAR Accession No. 0001135428-13-000386 on
July 26, 2013.
(7)(a) Distribution Agreement, dated November 14, 1991, as amended and restated
November 14, 2005, between the Registrant and SEI Investments Distribution Co.
(formerly, SEI Financial Services Company) is incorporated herein by reference
to exhibit (e)(1)(i) of Post-Effective Amendment No. 252 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-15-000094 on February 27, 2015.
(7)(b) Amendment No. 1, effective as of August 30, 2010, to the Distribution
Agreement, dated November 14, 1991, as amended and restated November 14, 2005,
between the Registrant and SEI Investments Distribution Co. (formerly, SEI
Financial Services Company), is incorporated herein by reference to exhibit
(e)(3) of Post-Effective Amendment No. 158 to the Registrant's Registration
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-11-000517 on September 16, 2011.
(7)(c) Revised Form of Amended Sub-Distribution and Servicing Agreement for SEI
Investments Distribution Co., dated October 2007, is incorporated herein by
reference to exhibit (e)(2) of Post-Effective Amendment No. 76 to the
Registration Statement of The Advisors' Inner Circle Fund II (File No.
033-50718), filed with the SEC via EDGAR Accession No. 0001135428-08-000222 on
May 30, 2008.
(8) Not Applicable.
(9)(a)(i) Amended and Restated Custody Agreement, dated February 12, 2013,
between the Registrant and U.S. Bank, National Association, is incorporated
herein by reference to exhibit (g)(1)(i) of Post-
C- 10
Effective Amendment No. 233 to the Registrant's Registration Statement on Form
N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000296 on April 30, 2014.
(9)(a)(ii) Amendment, dated November 6, 2013, to the Amended and Restated
Custody Agreement dated February 12, 2013 between the Registrant and U.S. Bank,
National Association, is incorporated herein by reference to exhibit (g)(1)(ii)
of Post-Effective Amendment No. 233 to the Registrant's Registration Statement
on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000296 on April 30, 2014.
(9)(b)(i) Custodian Agreement, dated June 26, 2001, between the Registrant and
MUFG Union Bank, N.A. (formerly, Union Bank of California, N.A.) is
incorporated herein by reference to exhibit (g)(2)(i) of Post-Effective
Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507
on August 24, 2016.
(9)(b)(ii) Amended Appendix B, dated December 6, 2017, to the Custodian
Agreement, dated June 26, 2001, between the Registrant and MUFG Union Bank, N.A.
(formerly, Union Bank of California, N.A.) is incorporated herein by reference
to exhibit (g)(2)(ii) of Post-Effective Amendment No. 288 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC via
EDGAR Accession No. 0001135428-17-001113 on December 13, 2017.
(9)(c)(i) Custodian Agreement, dated November 25, 2014, between the Registrant
and Brown Brothers Harriman & Co. is incorporated herein by reference to
exhibit (g)(3)(i) of Post-Effective Amendment No. 266 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-16-001507 on August 24, 2016.
(9)(c)(i) Amendment, dated May 12, 2015, to the Custodian Agreement, dated
November 25, 2014, between the Registrant and Brown Brothers Harriman & Co. is
incorporated herein by reference to exhibit (g)(3)(ii) of Post-Effective
Amendment No. 266 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001507
on August 24, 2016.
(9)(c)(iii) Amendment, dated November 6, 2015, to the Custodian Agreement,
dated November 25, 2014, between the Registrant and Brown Brothers Harriman &
Co. is incorporated herein by reference to exhibit (g)(3)(iii) of
Post-Effective Amendment No. 266 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-16-001507 on August 24, 2016.
(9)(c)(iv) Amendment, dated August 25, 2016, to the Custodian Agreement, dated
November 25, 2014, between the Registrant and Brown Brothers Harriman & Co. is
incorporated herein by reference to exhibit (g)(3)(iv) of Post-Effective
Amendment No. 272 to the Registrant's Registration Statement on Form N-1A (File
No. 033-42484), filed with the SEC via EDGAR Accession No. 0001135428-16-001815
on October 31, 2016.
(10)(a)(i) Distribution Plan, dated August 8, 1994, as amended August 14, 2000,
is incorporated herein by reference to exhibit (m) of Post-Effective Amendment
No. 41 to the Registrant's Registration Statement on Form N-1A (File No.
033-42484), filed with the SEC via EDGAR Accession No. 0000950109-00-004829 on
December 13, 2000.
(10)(a)(ii) Schedule A, as last amended November 14, 2017, to the Distribution
Plan, dated August 8, 1994, as amended August 14, 2000, is incorporated herein
by reference to exhibit (m)(1)(ii) of Post-Effective Amendment No. 288 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-17-001113 on December 13, 2017.
(10)(a)(iii) Distribution Plan, dated September 17, 2002, relating to Investor
Shares of the Rice Hall James SMID Cap Portfolio (formerly, Rice Hall James Mid
Cap Portfolio), is incorporated herein by reference to exhibit (m)(6) of Post-
Effective Amendment No. 74 to the Registrant's Registration Statement on Form
N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-04- 000242 on June 1, 2004.
C- 11
(10)(a)(iv) Amended Schedule A, dated November 13, 2007, to the Distribution
Plan, dated September 17, 2002, relating to Investor Shares of the Rice Hall
James SMID Cap Portfolio (formerly, Rice Hall James Mid Cap Portfolio), is
incorporated herein by reference to exhibit (m)(4) of Post-Effective Amendment
No. 111 to the Registrant's Registration Statement on Form N-1A (File No.
033-42484), filed with the SEC via EDGAR Accession No. 0001135428-09-000276 on
July 2, 2009.
(10)(b)(i) Registrant's Amended and Restated Rule 18f-3 Plan, dated February
21, 2007, including Schedules and Certificates of Class Designation thereto, is
incorporated herein by reference to exhibit (n) of Post-Effective Amendment No.
229 to the Registrant's Registration Statement on Form N-1A (File No.
033-42484), filed with the SEC via EDGAR Accession No. 0001135428-14-000099 on
February 28, 2014.
(10)(b) Schedule M and Certificates of Class Designation to the Registrant's
Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the
LSV Funds, is incorporated herein by reference to exhibit (n)(1) of
Post-Effective Amendment No. 235 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000403 on June 10, 2014.
(10)(3) Amended and Restated Schedule B and Certificates of Class Designation
to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating
to the Cambiar Funds, is incorporated herein by reference to exhibit (n)(3) of
Post-Effective Amendment No. 258 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-15-000632 on August 28, 2015.
(10)(4) Amended and Restated Schedule D and Certificates of Class Designation
to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating
to the Westwood Funds, is incorporated herein by reference to exhibit
(n)(1)(iv) of Post-Effective Amendment No. 254 to the Registrant's Registration
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-15-000298 on April 20, 2015.
(10)(5) Schedule N and Certificates of Class Designation to the Registrant's
Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to the
Acadian Emerging Markets Portfolio, is incorporated herein by reference to
exhibit (n)(5) of Post-Effective Amendment No. 268 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-16-001670 on September 1, 2016.
(10)(6) Amended and Restated Schedule C and Certificates of Class Designation
to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating
to the Edgewood Growth Fund, is incorporated herein by reference to exhibit
(n)(6) of Post-Effective Amendment No. 274 to the Registrant's Registration
Statement on Form N-1A (File No. 033-42484), filed with the SEC via EDGAR
Accession No. 0001135428-16-001948 on December 30, 2016.
(10)(7) Amended and Restated Schedule L and Certificates of Class Designation to
the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating to
the AT Funds is incorporated herein by reference to exhibit (n)(7) of
Post-Effective Amendment No. 288 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-17-001113 on December 13, 2017.
(10)(8) Amended and Restated Schedule F and Certificates of Class Designation
to the Amended and Restated Rule 18f-3 Plan, dated February 21, 2007, relating
to the AlphaOne Funds, to be filed by amendment.
(11) Opinion and Consent of Morgan, Lewis & Bockius LLP regarding the legality
of the securities being registered is incorporated by reference to Exhibit (11)
to the initial Registration Statement on Form N-14 filed with the SEC via EDGAR
Accession Number No. 0001135428-17-001035 on November 13, 2017.
(12) Form of Opinion of Morgan, Lewis & Bockius LLP regarding tax matters is
incorporated by reference to Exhibit (12) to the initial Registration Statement
on Form N-14 filed with the SEC via EDGAR Accession Number No.
0001135428-17-001035 on November 13, 2017.
C- 12
(13)(1)(i) Administration Agreement, dated November 14, 1991, as amended and
restated November 12, 2002, between the Registrant and SEI Investments Global
Funds Services, is incorporated herein by reference to exhibit (h)(3) of
Post-Effective Amendment No. 206 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-13-000118 on March 1, 2013.
(13)(1)(ii) Amendment, dated June 11, 2014, relating to the LSV Funds, to the
Administration Agreement, dated November 14, 1991, as amended and restated
November 12, 2002, between the Registrant and SEI Investments Global Funds
Services, is incorporated herein by reference to exhibit (h)(1)(ii) of
Post-Effective Amendment No. 236 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-14-000442 on June 24, 2014.
(13)(1)(iii) Amendment, dated May 18, 2016, to the Administration Agreement,
dated November 14, 1991, as amended and restated November 12, 2002, between the
Registrant and SEI Investments Global Funds Services, is incorporated herein by
reference to exhibit (h)(1)(iii) of Post-Effective Amendment No. 268 to the
Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-16-001670 on September 1,
2016.
(13)(2)(i) Transfer Agency and Service Agreement, dated January 15, 2003,
between the Registrant and State Street Bank and Trust Company is incorporated
herein by reference to exhibit (h)(62) of Post-Effective Amendment No. 67 to
the Registrant's Registration Statement on Form N-1A (File No. 033-42484),
filed with the SEC via EDGAR Accession No. 0001135428-03-000495 on August 28,
2003.
(13)(2)(ii) AML Delegation Amendment, dated May 20, 2003, to the Transfer
Agency and Service Agreement, dated January 15, 2003, between the Registrant
and State Street Bank and Trust Company is incorporated herein by reference to
exhibit (h)(65) of Post-Effective Amendment No. 68 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-03-000630 on December 29, 2003.
(13)(2)(iii) Agency Agreement, dated April 1, 2006, between the Registrant and
DST Systems, Inc., is incorporated herein by reference to exhibit (h)(7) of
Post-Effective Amendment No. 190 to the Registrant's Registration Statement on
Form N-1A (File No. 033-42484), filed with the SEC via EDGAR Accession No.
0001135428-12-000262 on May 23, 2012.
(13)(2)(iv) Amendment, dated April 1, 2009, to the Agency Agreement, dated
April 1, 2006, between the Registrant and DST Systems, Inc. is incorporated
herein by reference to exhibit (h)(2)(vi) of Post-Effective Amendment No. 266
to the Registrant's Registration Statement on Form N-1A (File No. 033-42484),
filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24,
2016.
(13)(2)(v) Amended Fee Schedule, dated August 30, 2012, to the Agency
Agreement, dated April 1, 2006, between the Registrant and DST Systems, Inc. is
incorporated herein by reference to exhibit (h)(10) of Post-Effective Amendment
No. 193 to the Registrant's Registration Statement on Form N-1A (File No.
033-42484), filed with the SEC via EDGAR Accession No. 0001135428-12-000370 on
August 22, 2012.
(13)(2)(vi) Amendment, dated November 13, 2013, to the Agency Agreement, dated
April 1, 2006, between the Registrant and DST Systems, Inc. is incorporated
herein by reference to exhibit (h)(2)(viii) of Post-Effective Amendment No. 266
to the Registrant's Registration Statement on Form N-1A (File No. 033-42484),
filed with the SEC via EDGAR Accession No. 0001135428-16-001507 on August 24,
2016.
(13)(2)(vii) Transfer Agency Services Agreement between the Registrant and
Atlantic Shareholder Services, LLC, to be filed by amendment.
C- 13
(13)(3)(i) Shareholder Services Plan is incorporated herein by reference to
exhibit (h)(3) of Post-Effective Amendment No. 261 to the Registrant's
Registration Statement on Form N-1A (File No. 033-42484), filed with the SEC
via EDGAR Accession No. 0001135428-16-001069 on February 26, 2016.
(13)(3)(ii) Amended Exhibit A to the Shareholder Services Plan, is incorporated
herein by reference to exhibit (h)(3)(ii) of Post-Effective Amendment No. 288 to
the Registrant's Registration Statement on Form N-1A (File No. 033-42484), filed
with the SEC via EDGAR Accession No. 0001135428-17-001113 on December 13, 2017
(14)(a) Consent of Cohen & Company, Ltd. is filed herewith.
(14)(b) Consent of Morgan, Lewis & Bockius LLP is incorporated by reference to
Exhibit (14)(b) to the initial Registration Statement on Form N-14 filed with
the SEC via EDGAR Accession Number No. 0001135428-17-001035 on November 13,
2017.
(15) Not Applicable.
(16) Powers of Attorney, dated November 13, 2017, for Ms. Betty L. Krikorian and
Messrs. Robert A. Nesher, William M. Doran, John K. Darr, George J. Sullivan,
Jr., Mitchell A. Johnson, Bruce R. Speca, Joseph T. Grause, Jr., Michael Beattie
and Stephen Connors is incorporated by reference to Exhibit (16) to the initial
Registration Statement on Form N-14 filed with the SEC via EDGAR Accession
Number No. 0001135428-17-001035 on November 13, 2017.
(17)(a) Form of Proxy Card is incorporated by reference to Exhibit (17)(a) to
the initial Registration Statement on Form N-14 filed with the SEC via EDGAR
Accession Number No. 0001135428-17-001035 on November 13, 2017.
(17)(b) Prospectus dated December 29, 2016 for Trust for Professional Managers
(the "Target Trust"), with respect to the Geneva Advisors All Cap Growth Fund
and Geneva Advisors Equity Income Fund (the "Target Funds") is incorporated
herein by reference to Post-Effective Amendment No. 591 to the Target Trust's
Registration Statement on Form N-1A, filed with the SEC via EDGAR on December
20, 2016, Accession No. 0001135428-16-001529 (the "Target Funds Prospectus").
(17)(c) Supplement dated September 19, 2017 to the Target Funds Prospectus is
incorporated herein by reference to the Target Trust's 497 filing filed with
the SEC via EDGAR on September 19, 2017, Accession No. 0000894189-17-004950.
(17)(d) Statement of Additional Information dated December 29, 2016, with
respect to the Target Funds is incorporated herein by reference to
Post-Effective Amendment No. 591 to the Target Trust's Registration Statement
on Form N-1A, filed with the SEC via EDGAR on December 20, 2016, Accession No.
0000894189-16-013558 (the "Target Funds SAI").
(17)(e) Supplement dated September 19, 2017 to the Target Funds SAI is
incorporated herein by reference to the Target Trust's 497 filing filed with
the SEC via EDGAR on September 19, 2017, Accession No. 0000894189-17-004950.
(17)(f) Prospectus dated December 13, 2017 for the Registrant, with respect to
the AT All Cap Growth Fund and AT Equity Income Fund (the "Acquiring Funds"), is
incorporated herein by reference to Post-Effective Amendment No. 288 to the
Registrant's Registration Statement on Form N-1A filed with the SEC via EDGAR on
December 13, 2017, Accession No. 0001135428-17-001113.
(17)(g) Statement of Additional Information dated December 13, 2017 for the
Registrant, with respect to the Acquiring Funds, is incorporated herein by
reference to Post-Effective Amendment No. 288 to the Registrant's Registration
Statement on Form N-1A filed with the SEC via EDGAR on December 13, 2017,
Accession No. 0001135428-17-001113.
(17)(h) Audited financial statements and related report of the independent
public accounting firm included in the Target Trust's Annual Report to
Shareholders for the fiscal year ended August 31, 2017, with respect to the
Target Funds is incorporated herein by reference to the Target Trust's N-CSR
filed with the SEC via EDGAR on November 3, 2017, Accession No.
0000898531-17-000541.
ITEM 17. UNDERTAKINGS:
(1) The undersigned Registrant agrees that, prior to any public reoffering of
the securities registered through the use of a prospectus which is part of this
registration statement by any person or party who is
C- 14
deemed to be an underwriter within the meaning of Rule 145(c) of the Securities
Act of 1933, the reoffering prospectus will contain the information called for
by the applicable registration form for the reofferings by persons who may be
deemed underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as 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 Securities Act of 1933, 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.
(3) The undersigned Registrant agrees to file, by post-effective amendment, an
opinion of counsel supporting the tax consequences of the Reorganization within
a reasonably prompt time after receipt of such opinion.
C- 15
SIGNATURES
As required by the Securities Act of 1933, as amended, this registration
statement has been signed on behalf of the Registrant, in the City of Oaks,
Commonwealth of Pennsylvania on the 13th day of December, 2017
THE ADVISORS' INNER CIRCLE FUND
By: *
--------------------------
Michael Beattie, President
As required by the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
* Trustee December 13, 2017
------------------------------
John K. Darr
* Trustee December 13, 2017
------------------------------
William M. Doran
* Trustee December 13, 2017
------------------------------
Joseph T. Grause, Jr.
* Trustee December 13, 2017
------------------------------
Mitchell A. Johnson
* Trustee December 13, 2017
------------------------------
Betty L. Krikorian
* Trustee December 13, 2017
------------------------------
Robert A. Nesher
* Trustee December 13, 2017
------------------------------
Bruce Speca
* Trustee December 13, 2017
------------------------------
George J. Sullivan, Jr.
* President December 13, 2017
------------------------------
Michael Beattie
* Treasurer, Controller & December 13, 2017
------------------------------ Chief Financial Officer
Stephen Connors
*By: /s/ Dianne M. Descoteaux
------------------------------
Dianne M. Descoteaux
Attorney-in-Fact
C- 16
EXHIBIT INDEX
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(14)(a) Consent of Independent Registered Public Accounting Firm, Cohen &
Company, Ltd.
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