Investment Company Administration Corporation
4455 E. Camelback Rd., Suite 261E
Phoenix, Arizona 85018
(602) 952-1100
May 28, 1998
Securities and Exchange Commission
Attn: Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, DC 20549
Re: Advisors Series Trust
File No. 333-17391 and 811-07959
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Dear Sir or Madam:
On behalf of the above Registrant and pursuant to Rule 14a-6(b) under the
Securities Exchange Act of 1934, I enclose for filing via EDGAR for the Ridgeway
Helms Millennium Fund series of the registrant a copy of the series'
reorganization proxy materials.
Sincerely yours,
/s/ Robert H. Wadsworth
Robert H. Wadsworth
<PAGE>
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ADVISORS SERIES TRUST
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration No.
Schedule 14A
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3) Filing party:
Registrant
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4) Date filed:
May 22, 1998
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<PAGE>
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RIDGEWAY HELMS MILLENNIUM FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
June 11, 1998
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Ridgeway Helms Millennium Fund
c/o Investment Company Administration Corporation
4455 E. Camelback Rd., Suite 261-E
Phoenix, AZ 85018
A Special Meeting of Shareholders of Ridgeway Helms Millennium Fund (the
"Fund"), a series of Advisors Series Trust (the "Trust"), will be held at 9:00
a.m. on June 11, 1998 at the offices of the Fund's administrator, Investment
Company Administration Corporation ("ICAC"), 4455 E. Camelback Rd., Suite 261-E,
Phoenix, AZ 85018 for the following purpose, which is more fully described in
the accompanying Proxy Statement dated May 15, 1998.
1. To approve or disapprove a proposed Agreement and Plan of
Reorganization and the transactions contemplated thereby, including (a)
the transfer of all of the assets of the Fund, currently a series of
the Trust, to a newly-formed series--the Millennium Growth Fund (the
"Growth Fund") of The Millennium RHIM Funds, Inc. (the "Corporation"),
a newly-created Maryland corporation, in exchange for shares of the
Growth Fund, and the assumption by the Growth Fund of all of the
liabilities of the Fund; and (b) the distribution to Fund shareholders
of shares of the Growth Fund; and, in connection therewith, to
authorize the Fund as the initial sole shareholder of the Growth Fund:
(i) to approve a new investment advisory agreement between the
Corporation on behalf of the Growth Fund and Ridgeway Helms Investment
Management, Inc. (the "Advisor"); (ii) to approve a new distribution
agreement between the Corporation and Ridgeway Helms Securities
Corporation (the "Distributor"); (iii) to elect four directors of the
Corporation, each to hold office until his successor is duly elected
and qualified; and (iv) to ratify or reject the selection of McGladrey
& Pullen LLP as independent accountants of the Corporation for its
fiscal year ending June 30, 1999; and
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on May 15, 1998 are
entitled to notice of, and to vote at, the meeting.
By Order of the Board of Trustees
Chris O. Kissack, Secretary
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY BALLOT, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK FOR YOUR
COOPERATION IN MAILING YOUR PROXY PROMPTLY.
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<PAGE>
RIDGEWAY HELMS MILLENNIUM FUND
303 TWIN DOLPHIN DRIVE, SUITE 530
REDWOOD SHORES, CA 94065
PROXY STATEMENT
INTRODUCTION
This statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of the Trust on behalf of the Fund for use at a
Special Meeting of Shareholders of the Fund to be held at the offices of the
Fund's administrator, 4455 E. Camelback Rd., Suite 261-E, Phoenix, AZ 85018 on
June 11, 1998 at 9 a.m. Such solicitation will be made primarily by the mailing
of this statement and the materials accompanying it. Supplemental solicitations
may be made by mail, telephone, or personal interviews by officers and
representatives of the Fund. The expenses in connection with preparing and
mailing this statement and the material accompanying it, and of such
supplemental solicitations, will be borne by the Advisor. This Proxy Statement
and the accompanying Proxy are first being sent to shareholders on or about May
18, 1998. The Fund's Semi-annual report has previously been sent to shareholders
and is available upon request.
There existed 893,685.446 shares of beneficial interest of the Fund
outstanding as of the close of business on May 15, 1998, each whole share being
entitled to one vote and each fraction of a share being entitled to a
proportionate fraction of a vote. Only shareholders of record at the close of
business on May 15, 1998 are entitled to vote at the meeting. Any shareholder
may revoke his or her proxy at any time prior to its exercise by a written
notification of such revocation, such notification to include the shareholder's
name and account number, and which must be signed, addressed to the Fund c/o
ICAC, 4455 E. Camelback Rd., Suite 261-E, Phoenix, AZ 85018, and received prior
to the meeting to be effective, or by signing another proxy of a later date, or
by personally casting his or her vote at the meeting of shareholders.
The purpose of this Special Meeting of the Shareholders of the Fund is
(i) to consider the approval of the Agreement and Plan of Reorganization
providing for the transfer of all of the assets of the Fund, as a series of the
Trust, to a newly-formed series (the Growth Fund) of the Corporation in exchange
for shares of the Growth Fund and the assumption by the Growth Fund of all of
the liabilities of the Fund, and the distribution to Fund shareholders of shares
of the Growth Fund; and in connection therewith, to authorize the Fund as the
initial sole shareholder of the Growth Fund: (ii) to approve a new investment
advisory agreement between the Corporation on behalf of the Growth Fund and the
Advisor; (iii) to approve a new distribution agreement between the Corporation
and the Distributor; (iv) to elect four directors of the Corporation; and (v) to
ratify the selection of McGladrey & Pullen LLP as the Corporation's independent
accountants. The Trustees of the Trust have approved, and recommend that the
shareholders of the Fund approve the Agreement and Plan of Reorganization (the
"Reorganization") to be effective on or before June 30, 1998. As a result of the
Reorganization, the proposed new Investment Advisory and Distribution Agreements
will be substantially identical in all material respects to the Fund's current
Investment Advisory and Distribution Agreements in effect immediately prior to
the Reorganization, except for the dates of execution and termination. As a
result, the Advisor will continue to perform investment advisory services for
the Growth Fund and the Distributor will continue to sell shares of the Fund
after the Reorganization on the same terms as were in effect immediately before
the Acquisition.
Forty (40%) percent of the outstanding shares of the Fund, represented
in person or by proxy, shall be required to constitute a quorum at the meeting.
When a quorum is present, a majority of the outstanding shares normally is
sufficient to pass a proposal. However, for purpose of Proposal 1, in connection
with the approval of a new investment advisory agreement and a new distribution
agreement, the Investment Company Act of 1940 (the "1940 Act") requires that a
"majority" vote be obtained. The percentage required by the 1940 Act that
constitutes a majority is the lesser of (a) 67% or more of the outstanding
shares present at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy; or (b) more
than 50% of the outstanding shares of the Fund. If a quorum is not present at
the meeting, or if a quorum is present but sufficient votes to approve the
Proposal are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting, the following factors may be
considered: the nature of the Proposal that is the subject of the meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
represented at the meeting in person or by proxy. Any signed proxy will be voted
in favor of Proposal 1 unless a choice is indicated to vote against or to
abstain from voting
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<PAGE>
on the Proposal. An abstention on the Proposal will have the same legal effect
as a vote against such Proposal. Further, the Proposal is considered
"discretionary" and brokers that are record or nominee holders of shares of the
Fund who have received no instructions from their clients have discretion to
vote on this matter. Absent voting by the particular beneficial owners of such
shares, such "broker non-votes" will be considered as votes cast in determining
the outcome of the Proposal.
As of May 15, 1998, the following persons or entities owned 5% or more
of the Fund's outstanding shares:
<TABLE>
<CAPTION>
Nature of
Name & Address % of Class Ownership
- -------------- ---------- ---------
<S> <C> <C>
Esther F. Nagao, TTEE, 5.74% Beneficial
Bear Stearns Securities Corp., 1 Metrotech Center North
Brooklyn, NY 11201-3859
Hines 8.93% Beneficial
Bear Stearns Securities Corp., 1 Metrotech Center North
Brooklyn, NY 11201-3859
Middlemist 8.24% Beneficial
Bear Stearns Securities Corp., 1 Metrotech Center North
Brooklyn, NY 11201-3859
</TABLE>
As of May 15, 1998, the officers and Trustees of the Fund beneficially
owned, directly or indirectly (including the power to vote or to dispose of any
shares), less than 1% of the shares of the total outstanding shares of
beneficial interest of the Fund.
PROPOSAL 1. APPROVAL OR DISAPPROVAL OF THE PROPOSED AGREEMENT AND PLAN OF
REORGANIZATION
At a meeting held on March 13, 1998, the Board of Trustees of the
Trust, on behalf of the Fund, approved, subject to shareholder approval, the
Agreement and Plan of Reorganization (the "Plan of Reorganization") whereby the
Fund, currently a series of the Trust, would be reorganized as a series of the
Corporation (referred to herein as the "Reorganization"). A copy of the Plan of
Reorganization is attached as Exhibit A. If the Plan of Reorganization is
approved by the shareholders and consummated, all the assets, liabilities and
operations of the Fund will be assumed by and transferred to the Growth Fund, a
newly created series of the Corporation created for the purpose of succeeding to
the business of the Fund.
In exchange, the Growth Fund will deliver its shares of common stock,
equal in number and type to the full and fractional shares of the Fund
outstanding prior to the Effective Time of the Reorganization. Each shareholder
of record of the Fund will receive a number of shares of the Growth Fund equal
to the number and type of shares of the Fund held at the
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<PAGE>
Effective Time of the Reorganization and the Growth Fund will establish an open
account on its stock records in the name of each shareholder of the Fund.
In addition, the Plan of Reorganization authorizes the Fund, as the
sole shareholder of the Growth Fund immediately prior to the Reorganization, to
take certain actions without further shareholder involvement. The Fund has been
advised by counsel to the Advisor that no independent shareholder approval is
necessary for any of such actions, which include: (a) approval of the new
Investment Advisory Agreement between the Corporation on behalf of the Growth
Fund and the Advisor; (b) approval of the new Distribution Agreement between the
Corporation and the Distributor; (c) election of four directors of the
Corporation; and (d) ratification of the selection of McGladrey & Pullen LLP as
independent accountants. Each of these actions is discussed more completely
below.
The purpose of the Reorganization is to consolidate the Fund (in the
form of the Growth Fund) with another newly-registered mutual fund, the
Millennium Growth & Income Fund, as well as with future series of the
Corporation to be organized subsequent to the Reorganization, each of which will
be advised by the Advisor. The Advisor expects that by placing the Fund in a
newly-formed family of funds for which the Advisor serves as the investment
advisor to each Fund in the family, shareholders may benefit through the
eventual increase in the number of funds available for an exchange privilege, as
well as a reduction of total expenses. The total expenses for the Growth Fund
are projected to be no less than, and subject to continued growth, lower than
the current total expenses of the Fund because of the benefits to be derived by
certain economies of scale connected with the Growth Fund eventually being a
part of a larger fund family for which the Advisor serves as the investment
advisor to each such Fund. Also, the Advisor expects that with an increased
marketing effort, the total assets of the Growth Fund may increase over time,
thereby spreading fixed costs over an even larger asset base. Of course, there
can be no guarantee that the total expenses of the Fund will be reduced as a
result of the Reorganization. The Reorganization will also allow the Growth Fund
to consolidate both transfer agency and administration services with one service
provider, American Data Services, Inc. It is anticipated that the Growth Fund
may derive efficiencies from this combination of the transfer agent and
administration services.
Following the Reorganization, there will be no material change in the
operations of the Growth Fund from that of the predecessor Fund other than as
stated below. The investment objective, policies and restrictions of the Growth
Fund following the Reorganization will be substantially identical in all
material respects to those of the Fund, other than as stated below. The net
asset value of a share of the Growth Fund will be the same immediately after the
Reorganization as the net asset value of a share of the Fund immediately prior
to the Reorganization, and the Growth Fund will continue to sell and redeem its
shares in the same manner as is set forth in the Fund's prospectus. The Advisor
will continue to manage the Growth Fund's investments and provide other
services, subject to such policies as the Corporation's Board of Directors may
determine, pursuant to a new investment advisory agreement.
The Advisor has agreed to pay all costs associated with the
Reorganization, including the costs associated with the preparation and mailing
of this proxy statement and any proxy solicitation. Therefore, shareholders will
bear none of these costs. In addition, the Reorganization will be a tax-free
transaction as described below.
If the Plan of Reorganization is not approved, the Fund will continue
to operate as a separate series of the Trust and the Trustees may consider
alternative plans.
Prior to the reorganization, the Fund will receive the opinion of
Spitzer & Feldman PC, counsel to the Corporation, that the Reorganization
pursuant to the Plan of Reorganization will constitute a tax-free reorganization
for federal income tax purposes and will not affect the federal tax status in
the Fund held prior to the Reorganization.
The following table provides a pro forma comparative analysis of
expenses for the Fund and for the Growth Fund (after the proposed
Reorganization). This analysis assumes that the total assets in the Fund and the
Growth Fund for the periods indicated are the approximate current total assets
of the Fund.
-3-
<PAGE>
Pro Forma Comparison of Annual Shareholder Expenses
(based on assets of $10 million)
<TABLE>
<CAPTION>
Current Expenses of Fund*
(based on December 31, 1997 financial information (unaudited)) As a %of Assets
<S> <C>
Advisory Fee .95%
Other Operating Expenses .50%
---
Total Operating Expense 1.45%
====
Anticipated Expenses of Series*
(if Proposal 1 is approved) As a % of Assets
Advisory Fee .95%
Other Operating Expenses (estimated) .50%
---
Total Operating Expenses (estimated) 1.45%
====
</TABLE>
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*The Advisor currently reimburses the Fund for expenses in excess of 1.45% of
the Fund's average net assets annually. The Advisor has agreed to continue this
reimbursement after the Reorganization if Proposal 1 is approved.
Comparison of Shareholder Transaction Expenses
An investor would pay the following charges when buying or redeeming
shares of the Fund and the Growth Fund.
Current Fund Growth Fund
Sales charge on purchases None None
Sales charge on reinvested dividends None None
Redemption fee None None
Exchange fee None None
12b-1 fee None None
Summary of the Plan of Reorganization. The Reorganization will be
structured as a transfer of assets in a tax-free reorganization. In order to
accomplish the Reorganization, on the closing date the Fund will transfer all of
its assets to the Growth Fund, which will assume all of the Fund's liabilities
and will issue a number and type of its shares of common stock to the Fund equal
to the number and type of the Fund's shares of beneficial interest outstanding
as of the closing date. Immediately thereafter, the Fund will distribute these
shares to its shareholders. Each shareholder of record of the Fund will receive
a number and type of shares of the Growth Fund equal to the number and type of
shares of the Fund held at the Effective Time of the Reorganization and the
Growth Fund will establish on its stock records an open account in the name of
each shareholder of the Fund, representing the number and type of shares of the
Growth Fund due to each shareholder. Fractional shares will be carried to the
third decimal place. Following the Reorganization, new share certificates will
not be issued for the Growth Fund. As soon as practicable after the Effective
Date of the Reorganization, the Fund will be dissolved and its existence will be
terminated.
-4-
<PAGE>
The Plan of Reorganization authorizes the Fund as the sole shareholder
of the Growth Fund, immediately prior to the Reorganization to: (i) approve the
new Investment Advisory Agreement between the Corporation, on behalf of the
Growth Fund and the Advisor; (ii) approve the Distribution Agreement with the
Distributor; (iii) elect four directors of the Corporation; and (iv) ratify the
selection of McGladrey & Pullen LLP as the Corporation's independent
accountants. Each of the Investment Advisory and Distribution Agreements will be
substantially identical in all material respects to the Agreements in effect for
the Fund prior to the Reorganization, except for the dates of execution and
termination. In addition, there will be no increase in the fees paid under such
Agreements. If approved, the Reorganization will become effective on or about
June 30, 1998.
The obligations of the Fund and the Growth Fund under the Plan or
Reorganization are subject to various conditions as stated herein. In order to
provide against unforeseen events, the Reorganization may be terminated or
amended at any time prior to the closing thereof by action of the Board of
Trustees, notwithstanding the approval of the Plan or Reorganization by the
shareholders of the Fund. However, after the Fund's shareholders have approved
the Plan of Reorganization, no amendments may be made that materially adversely
affect the interests of the shareholders of the Fund. The Fund and the Growth
Fund may at any time waive compliance with any of the conditions contained in
the Plan of Reorganization, provided that such waiver does not materially
adversely affect the interests of the shareholders of the Fund.
Temporary Amendment to Investment Restrictions and Operating Policies.
The Fund's present investment restrictions in part preclude it from purchasing
securities of any issuer if such purchase would cause the Fund, with respect to
50% of its assets, to acquire more than 10% of the outstanding securities of any
one issuer or invest for the purpose of exercising control over management of
any company. This restriction cannot be removed or waived without shareholder
approval. Furthermore, the Fund's operating policies (which may be changed
without shareholder approval) also provide, in part, that the Fund will not
invest in the securities of other investment companies or purchase other
investment company's voting securities or make any other investment in other
investment companies. Unless temporarily waived, these investment restrictions
and operating policies might preclude the acquisition by the Fund of more than a
nominal number of shares of the Growth Fund at and/or just prior to Effective
Time of the Reorganization (as contemplated by the Plan of Reorganization) which
is necessary for the Fund's shareholders to vote indirectly to: (i) approve the
Investment Advisory Agreement with the Advisor; (ii) approve the Distribution
Agreement with the Distributor; (iii) elect four directors of the Corporation;
and (iv) ratify the selection of McGladrey & Pullen LLP as the Corporation's
independent accountants. Because the above-noted investment restrictions would
preclude the Fund from carrying out the Reorganization in the manner
contemplated in the Plan of Reorganization, the shareholders of the Fund are
being asked to amend such restrictions temporarily in order to permit the
consummation of the Reorganization.
Approval of the new Investment Advisory Agreement with the Advisor. At
the organizational meeting of the Board of Directors of the Corporation
scheduled to be held prior to this Meeting, the Board of Directors, including a
majority of the Directors who are not interested persons of the Corporation,
(the "Independent Directors") will be asked to approve, among other items, the
adoption of an Investment Advisory Agreement with the Advisor, on behalf of the
Growth Fund. If shareholders of the Fund approve this proposal, the Fund, as
sole shareholder of the Growth Fund, will approve the new Investment Advisory
Agreement between the Corporation, on behalf of the Growth Fund, and the
Advisor. The new Investment Advisory Agreement will be substantially identical
in all material respects to the Investment Advisory Agreement between the Trust,
on behalf of the Fund, and the Advisor in effect immediately prior to the
Reorganization.
Approval of Distribution Agreement with the Distributor. At the
organizational meeting of the Board of Directors of the Corporation scheduled to
be held prior to this Meeting, the Board of Directors, including a majority of
the Directors who are not interested persons of the Corporation, (the
"Independent Directors") will be asked to approve, among other items, the
applicability to the Growth Fund of the Distribution Agreement with the
Distributor. If shareholders approve this Proposal, the Fund, as the sole
shareholder of the Growth Fund, will approve the Distribution Agreement, which
is substantially identical in all material respects to the current Distribution
Agreement applicable to the Fund.
The Administrator. American Data Services, Inc. (the "Administrator")
will serve as the Growth Fund's administrator pursuant to an Administrative
Service Agreement entered into with the Corporation and will provide the Growth
Fund with administrative services, including, but not limited to, preparing
various federal and state regulatory filings, preparing various financial
reports for the Growth Fund to be supplied to the Corporation's Board of
Directors, monitoring the activities of the Growth Fund's custodian, shareholder
servicing agents and accountants and coordinating the preparation and payment of
Growth Fund expenses and the Growth Fund's expense accruals. For its services,
the Administrator receives
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<PAGE>
an annual fee based on the average daily net assets of the Growth Fund and of
other series of the Corporation. Because of this affiliation, the Administrator
will not be able to provide independent oversight of the Transfer Agent (this
function will be shifted to the Advisor). With this exception, the Administrator
will be providing substantially similar services to the Growth Fund and the
Corporation that Investment Company Administration Corporation currently
provides to the Fund and the Trust. The Administrator currently serves as the
Transfer Agent for the Fund and will serve as the Transfer Agent for the Growth
Fund, as well as other series of the Corporation.
Custodian. Star Bank, N.A. will serve as the custodian for the Growth
Fund's assets. Such Bank currently serves as the custodian for the Fund's
assets.
Continuation of shareholder Accounts and Plans. If the Plan of
Reorganization is approved, an account will be established for each shareholder
containing the appropriate number of shares of the Growth Fund. Such account
will be identical in all respects to the account currently maintained for each
shareholder of the Fund. In addition, no further action will be necessary in
order to continue any retirement plan currently maintained on behalf of a
shareholder with respect to Fund shares.
Tax Consequences. The Fund has been provided with an opinion from
Spitzer & Feldman PC, counsel to the Corporation, that the transaction
contemplated by the Plan of Reorganization will constitute a tax-free
reorganization for federal income tax purposes under Section 368 of the Internal
Revenue Code of 1986, as amended. Accordingly, for federal income tax purposes,
shareholders will not recognize gain or loss on their exchange of shares of the
Fund for shares of the Growth Fund, each shareholder's tax basis in the shares
of the Growth Fund received will equal the shareholder's tax basis in the shares
of the Fund exchanged therefor, and each shareholder's holding period in the
shares of the Growth Fund received will include the shareholder's holding period
in the shares of the Fund exchanged, provided the shares of the Fund were held
as capital assets at the time of the exchange. While the Fund is not aware of
any adverse state or local tax consequences of the proposed Reorganization, it
has not made any investigation as to such consequences. Shareholders should
consult their own tax advisers with respect to such matters.
Liability and Indemnification of Officers and Directors. As a general
matter, comparable to the Trust's Declaration of Trust, the Corporation's
Articles of Incorporation require indemnification of Directors and officers to
the extent consistent with the Maryland law and the federal securities laws.
The Articles of Incorporation do not protect a Director against any
liability to which the Director would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involving the conduct of his office. The By-laws provide for indemnification by
the Corporation of the Directors and officers to the extent permitted by law.
Such person may not be indemnified against any liability to the Corporation or
its shareholders to which such person would otherwise be subject by reason of
wilful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office. The Corporation may
purchase liability insurance on behalf of Directors and officers. In addition,
the Growth Fund, in the Plan of Reorganization, has agreed to indemnify the
Trustees (in their capacity as Trustees and as officers of the Fund) for a
period of one year after the date of the Reorganization from all liabilities
that may arise in connection with, or as a result of, the Reorganization, the
proxy statement and the proxy solicitation.
Annual Meetings. As a general matter, neither the Trust nor the
Corporation is required to hold regular annual or other meetings of
shareholders. Instead, the By-laws of each of the Trust and the Corporation
provide for shareholder voting only as required under applicable state law, as
the same may be amended from time to time, and the 1940 Act. A special meeting
of shareholders shall be called upon the written request of the holders of 10%
of a Fund's outstanding shares for the removal of Directors.
Trustees' Recommendations and Required Vote. With respect to the Fund,
the Board of Trustees, based solely on the representations of the Advisor,
recommends that shareholders vote FOR the Plan of Reorganization providing for
the transfer of all of the assets of the Fund to the Growth Fund, a newly-formed
series of the Corporation, in exchange for shares of the Growth Fund, the
assumption by the Growth Fund of all of the liabilities of the Fund and the
distribution to Fund shareholders of the shares of the Growth Fund. The Board of
Trustees has performed no independent due diligence on the Corporation or on the
individuals who will serve as Directors of the Corporation. Under the Trust's
Declaration of Trust,
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<PAGE>
the affirmative vote of holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund entitled to vote thereon is
required to approve the adoption of the Plan of Reorganization.
OTHER MATTERS
As a Delaware business trust, the Trust, and, as a Maryland
corporation, the Corporation, are not required, and do not intend, to hold
regular annual meetings. Shareholders of the Fund and, subsequently,
shareholders of the Growth Fund who wish to present proposals at any future
shareholder meeting must present such proposals to the Board of Directors of the
Corporation at a reasonable time prior to the solicitation of any shareholder
proxy.
Management does not know of any matters to be presented at this Special
Meeting of Shareholders other than those mentioned in this Proxy Statement. If
any other matters properly come before the meeting, the shares represented by
proxies will be voted with respect thereto in accordance with the best judgment
of the person or persons voting the proxies.
By Order of the Board of Trustees
Chris O. Kissack, Secretary
May 18, 1998
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<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION is made as of the day of
June, 1998, by and between ADVISORS SERIES TRUST (the "Trust"), a Delaware
business trust, on behalf of RIDGEWAY HELMS MILLENNIUM FUND (the "Fund") and THE
MILLENNIUM RHIM FUNDS, INC. (the "Corporation"), a Maryland corporation, on
behalf of THE MILLENNIUM GROWTH FUND (the "Growth Fund").
In consideration of the mutual promises herein contained, the parties
hereto agree as follows:
1. Approval by Shareholders
A meeting of the shareholders of the Fund shall be called and held for
the purpose of acting upon this Agreement and Plan of Reorganization (the
"Agreement") and the transactions contemplated herein.
2. Plan of Reorganization
(a) On behalf of the Fund, the Trust will convey, transfer and
deliver to the Corporation at the closing provided for in Section 3
(hereinafter called the "Closing") all of the Fund's then existing
assets, the assets belonging to the Fund to be conveyed, transferred
and delivered to the Growth Fund, a newly-formed series of the
Corporation. In consideration thereof, the Corporation agrees at the
Closing (i) to assume and pay, to the extent that they exist on or
after the Effective Time of the Reorganization (as defined in Section 3
hereof), all of the Fund's obligations and liabilities, whether
absolute, accrued, contingent or otherwise, the obligations and
liabilities of the Fund to become the obligations and liabilities of
the Growth Fund; and (ii) to deliver to the Fund full and fractional
shares of common stock of the Growth Fund, $0.001 par value (the
"Shares"), equal in number and type to the number and type of full and
fractional shares of beneficial interest of the Fund, no par value,
outstanding immediately prior to the Effective Time of the
Reorganization.
(b) At the Effective Time of the Reorganization, the Trust
will distribute pro rata to the shareholders of record of the Fund as
of the Effective Time of the Reorganization the Shares of the Growth
Fund received by the Fund pursuant to this Section 2. Each shareholder
of record of the Fund will receive a number and type of Shares of the
Growth Fund equal to the number and type of Shares of the Fund held at
the Effective Time of the Reorganization. Such distribution will be
accompanied by the establishment of an open account on the stock
records of the Corporation in the name of each such shareholder of the
Fund and representing the number and type of Shares due such
shareholder. Fractional
B-1
<PAGE>
Shares will be carried to the third decimal place. Certificates
representing Shares will not be issued.
(c) Prior to the Closing, all redemption requests received in
proper order and form will be aggregated and the total dollars to be
paid out resulting from the redemptions will be set aside by the
Trust's transfer agent. After the Closing, the Corporation's transfer
agent will honor all such pre-Closing redemptions on behalf of the
Trust and its transfer agent.
(d) As soon as practicable after the Effective Time of the
Reorganization, the Trust shall take all necessary steps under Delaware
law to effect a complete liquidation and dissolution of the Fund.
(e) The transactions contemplated herein are referred to as
the "Reorganization".
3. Closing and Effective Time of the Reorganization
With respect to the Fund, the Closing shall occur on (a) the final
adjournment of the meeting of shareholders of the Fund at which this Agreement
will be considered or (b) such later date as the parties may mutually agree (the
"Effective Time of the Reorganization").
4. Conditions Precedent
The obligations of the Trust and the Corporation to effectuate the
Agreement hereunder shall be subject to the satisfaction of each of the
following conditions:
(a) Such authority, including "no-action" letters, and orders
from the Securities and Exchange Commission (the "Commission") and
state securities commissions, as may be necessary to permit the parties
to carry out the transactions contemplated by this Agreement shall have
been received.
(b) (i) The Corporation's Registration Statement and any
amendments thereto, as may be deemed necessary and appropriate,
prepared on Form N-1A shall have been filed with the Commission under
the Securities Act of 1933, as amended, and the Investment Company Act
of 1940, as amended (the "Act"); and (ii) no stop-order suspending the
effectiveness of the Registration Statement shall have been issued, and
no proceeding for that purpose shall have been initiated or threatened
by the Commission (and not withdrawn or terminated).
(c) Confirmation shall have been received from the Commission
or its staff that the Corporation, effective upon or before the
Effective Time of the Reorganization, shall be duly registered as an
open-end management investment company under the Act.
B-2
<PAGE>
(d) Each party shall have received an opinion from Spitzer &
Feldman, P.C., addressed to both parties substantially to the effect
that, for federal income tax purposes: (i) the transfer by the Fund of
substantially all of its assets to the Growth Fund solely in exchange
for the Shares, as described above, is a reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended (the "Code"); (ii) no gain or loss is recognized by the Fund
upon the transfer of substantially all of its assets to the Growth Fund
in exchange solely for the Shares; (iii) no gain or loss is recognized
by the Growth Fund on receipt of the Fund assets in exchange for the
Growth Fund Shares; (iv) the basis of the assets of the Fund in the
hands of the Growth Fund is, in each instance, the same as the basis of
those assets in the hands of the Fund immediately prior to the
transaction; (v) the holding period of the Fund's assets in the hands
of the Growth Fund includes the period during which the assets were
held by the Fund; (vi) no gain or loss is recognized to the
shareholders of the Fund upon the receipt of the Growth Fund Shares
solely in exchange for the Fund's shares; (vii) the basis of the Growth
Fund Shares received by the Fund shareholders is, in each instance, the
same as the basis of the Fund shares surrendered in exchange therefor;
and (viii) the holding period of the Growth Fund Shares received by the
Fund shareholders includes the holding period during which shares of
the Fund surrendered and exchanged therefor were held, provided that
such shares were held as a capital asset in the hands of the Fund
shareholders on the date of the exchange. Furthermore, notwithstanding
anything herein to the contrary, neither the Growth Fund nor the Fund
may waive the condition set forth in this paragraph Section 4(d).
(e) The Trust shall have received an opinion from Spitzer &
Feldman, P.C., addressed to the Trust and the Fund, in a form
reasonably satisfactory to the Trust and the Fund, substantially to the
effect that: (i) the Corporation is a duly registered, open-end,
management investment company, and its registration with the SEC as an
investment company under the 1940 Act is in full force and effect and
the Growth Fund is a validly established separate series of the
Corporation; (ii) the Shares to be issued to the Fund and then
distributed to the shareholders of the Fund pursuant to this Agreement
are duly registered under the 1933 Act on the appropriate form, and are
duly authorized and upon such issuance will be validly issued and
outstanding, fully paid and non-assessable; (iii) to such counsel's
knowledge, no stop order suspending the effectiveness thereof has been
issued and no proceedings for that purpose have been instituted or are
pending or threatened; and (iv) Spitzer & Feldman, P.C. has
participated in conference with officers and other representatives of
the Fund and the Growth Fund and the independent public accountants for
the Fund at which the contents of the proxy statement of the Fund and
the prospectus and statement of additional information of the Growth
Fund and related matters were discussed and, although Spitzer &
Feldman, P.C. does not pass upon nor assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
proxy statement, the prospectus of the Growth Fund or the statement of
additional information of the Growth Fund, no facts came Spitzer &
Feldman's attention that would lead it to believe that either the proxy
statement, at the time such proxy statement became effective and at the
date hereof, contained an untrue statement of a material fact or
omitted
B-3
<PAGE>
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that the prospectus and
the statement of additional information of the Growth Fund, as of its
date and at the date hereof, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(f) The Trust shall have received an opinion from Venable,
Baetjer and Howard, LLP, Maryland counsel addressed to the Trust and
the Fund, in a form reasonably satisfactory to the Trust and the Fund,
substantially to the effect that: (i) the Corporation is a corporation
duly created pursuant to its Articles of Incorporation, is validly
existing and in good standing under the laws of the State of Maryland,
and has the corporate power to operate its business as described in its
prospectus; and (ii) this Agreement has been duly authorized, executed
and delivered by the Corporation on behalf of the Growth Fund and,
assuming due authorization, execution and delivery of this Agreement on
behalf of the Growth Fund, is a valid and binding obligation of the
Corporation, enforceable against the Corporation in accordance with its
terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, arrangement, moratorium and other similar laws of
general applicability relating to or affecting creditors' rights and to
general equity principles.
(g) The Shares shall have been duly qualified for offering to
the public in such jurisdictions (except where such qualifications are
not required) so as to permit the transfers contemplated by this
Agreement to be consummated.
(h) With respect to the Fund, a vote approving this Agreement
and the Reorganization contemplated hereby, including a temporary
amendment of those of the Fund's investment restrictions that might
otherwise preclude the consummation of the Reorganization, and
liquidation and dissolution of the Fund, shall have been adopted by at
least a majority of the outstanding shares of beneficial interest of
the Fund entitled to vote at an annual or special meeting.
(i) With respect to the Growth Fund, the Directors of the
Corporation shall have taken the following action at a meeting duly
called for such purposes:
(1) the approval of the Investment Advisory Agreement
between the Corporation on behalf of the Growth Fund, and
Ridgeway Helms Investment Management, Inc.;
(2) the approval of the Distribution Agreement
between the Corporation and Ridgeway Helms Securities
Corporation;
(3) the ratification of the selection of McGladrey &
Pullen LLP as independent certified public accountants for the
Corporation;
B-4
<PAGE>
(4) the election of four directors for the
Corporation;
(5) the authorization of the issuance by the
Corporation prior to the Effective Time of the Reorganization,
of one or more Shares of the Growth Fund to the Fund in
consideration for the payment of $1.00 per Share for the
purpose of enabling the Fund to vote on the matters referred
to above in this Section 4;
(6) the submission of the matters referred to in
paragraph (g) of this Section 4 to the sole stockholder of the
Growth Fund; and
(7) the authorization of the issuance by the
Corporation of Shares at the Effective Time of the
Reorganization in exchange for the Fund's assets pursuant to
the terms and provisions of this Agreement.
(j) With respect to the Fund, the shareholders of the Fund
shall have voted to direct the Fund to vote, and the Fund shall have
voted, immediately after it becomes sole shareholder of the Growth
Fund, to:
(1) approve all actions necessary to carry out the
Plan of Reorganization, including to;
(i) approve the Investment Advisory
Agreement;
(ii) approve the Distribution Agreement;
(iii) approve the selection of McGladrey
& Pullen LLP as independent
certified public accountants for
the Corporation; and
(iv) elect four directors for the
Corporation.
(k) With respect to the Fund, the shareholders of the Fund
shall have voted to approve its reorganization into the Growth Fund.
At any time prior to the Closing for the Fund, any of the
foregoing conditions (other than the condition set forth in Section
4(d)) may be waived by the Board of Trustees of the Trust if, in the
judgment of such Board, such waiver will not have a material adverse
effect on the benefits intended under this Agreement to the
shareholders of the Fund.
(l) The Trust shall have received a letter from McGladrey &
Pullen, LLP addressed to the Trust substantially to the effect that the
transfer of any unamortized organization cost currently recorded on the
books of the Fund to the Growth Fund is in
B-5
<PAGE>
compliance with Generally Accepted Accounting Principles and does not
violate (i) any federal securities law and (ii) any rule and regulation
of the Commission.
(m) All accrued and unpaid expenses of the Fund, including all
administrative, legal and other expenses owed by the Fund or Ridgeway
Helms Investment Management, Inc. to the Trust or its agents shall have
been paid in full. In addition, an amount equal to $500 shall be
deposited in an escrow account for payment of all expenses owed, or
expected to be owed, to the Trust or its agents relating to the
Reorganization not otherwise accrued and paid at Closing.
5. Expenses
The expenses of entering into and carrying out the provisions of this
Agreement and the Reorganization and the proxy solicitation contemplated herein
will be borne by Ridgeway Helms Investment Management, Inc., whether or not the
Reorganization is consummated.
6. Indemnification
Ridgeway Helms Investment Management, Inc., its successors or assigns,
the Corporation and the Growth Fund each agree to indemnify the Trust, the Fund,
its trustees (in their capacity as trustees or officers), and agents from all
liabilities that may arise in connection with, or as a result of, the
Reorganization or the proxy material distributed to shareholders of the Fund and
the proxy solicitation contemplated in this Agreement. No party shall be
entitled to indemnification under this Agreement unless written notice of the
events or circumstances giving rise to such claim for indemnification has been
provided to the indemnifying party or parties no later than two (2) years after
the date of the Closing. Notwithstanding the above, any such indemnification for
acts occurring after the date of the Closing shall be for a period not later
than one (1) year after such Closing.
7. Termination
With respect to the Fund and the Growth Fund, the Boards of Trustees of
the Trust or the Board of Directors of the Corporation, respectively, may
terminate this Agreement and abandon the Reorganization contemplated hereby, at
any time prior thereto, notwithstanding approval thereof by the shareholders of
the Fund if, in the judgment of such Boards, proceeding with the Agreement would
be inadvisable.
8. Entire Agreement
This Agreement embodies the entire agreement between the parties and
there are no agreements, understandings, restrictions or warranties among the
parties other than those set forth herein or herein provided for. Furthermore,
after the Fund's shareholders have approved this
B-6
<PAGE>
Agreement, no amendments may be made that materially adversely affect the
interests of the shareholders of the Fund unless such amendments are submitted
for shareholder approval.
9. Further Assurances
Each of the Trust and the Corporation shall take such further action as
may be necessary or desirable and proper to consummate the transactions
contemplated hereby.
10. Governing Law
This Agreement and the transactions contemplated hereby shall be
governed by and construed and enforced in accordance with the laws of the State
of Maryland.
IN WITNESS WHEREOF, each of the Trust and the Corporation has caused
this Agreement and Plan of Reorganization to be executed on its behalf by its
Chairman, President or a Vice President and attested by its Secretary or
Assistant Secretary, all as of the day and year first above written.
ADVISORS SERIES TRUST, a Delaware
business trust, on behalf of The
Ridgeway Helms Millennium Fund
________________________________________
ATTEST:
____________________________________
Secretary
THE MILLENNIUM RHIM FUNDS, INC, a
Maryland corporation, on behalf of The
Millennium Growth Fund
________________________________________
ATTEST:
____________________________________
Secretary
Accepted and agreed to as to Sections 5 and 6 only:
RIDGEWAY HELMS INVESTMENT MANAGEMENT, INC.
By:_________________________________
(Name)
(Title)
B-7
<PAGE>
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE FOR PROPOSAL NO. 1 AS MARKED, OR, IF NOT MARKED TO VOTE, "FOR
THE PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY
PROPERLY COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT ONCE
IN THE ENCLOSE ENVELOPE.
RIDGEWAY HELMS MILLENNIUM FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS - JUNE 11, 1998
THE UNDERSIGNED SHAREHOLDER OF THE RIDGEWAY HELMS MILLENNIUM FUND (THE
"FUND") HEREBY APPOINTS ROBERT A. WADSWORTH AND THOMAS W. MARSCHEL AND EACH OF
THEM, AS ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION,
TO VOTE ALL OF THE SHARES OF BENEFICIAL INTEREST OF THE FUND STANDING IN THE
NAME OF THE UNDERSIGNED AT THE CLOSE OF BUSINESS ON MAY 15, 1998 AT THE SPECIAL
MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD AT THE OFFICES OF THE FUND'S
ADMINISTRATOR, INVESTMENT COMPANY ADMINISTRATION CORPORATION ("ICAC"), 4455 E.
CAMELBACK RD., SUITE 261-E, PHOENIX, AZ 85018 AT 9:00 A.M. ON JUNE 11, 1998 AND
AT ALL ADJOURNMENTS THEREOF, WITH ALL OF THE POWERS THE UNDERSIGNED WOULD
POSSESS IF THEN AND THERE PERSONALLY PRESENT AND ESPECIALLY (BUT WITHOUT
LIMITING THE GENERAL AUTHORIZATION AND POWER THEREBY GIVEN) TO VOTE AS INDICATED
ON THE PROPOSAL. AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING,
AND VOTE AND ACT ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES AND WILL BE VOTED
"FOR" THE PROPOSAL LISTED BELOW UNLESS OTHERWISE INDICATED.
<TABLE>
<CAPTION>
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X] KEEP THIS PORTION FOR YOUR RECORDS
- ----------------------------------------------------------------------------------------------------------------------------
(DETACH HERE AND RETURN THIS PORTION ONLY)
<S> <C> <C> <C>
RIDGEWAY HELMS MILLENNIUM FUND
VOTE ON PROPOSAL
FOR AGAINST ABSTAIN
[_] [_] [_] 1. TO APPROVE THE PLAN OF REORGANIZATION AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
============================================================================================================================
- --------------------------------------------------- -------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE, WHERE SHARES
ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC.
SHOULD SO INDICATE.
</TABLE>
