As filed with the Securities and Exchange Commission on June 2, 2000
File No: 333-___________
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVISORS SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
(602) 952-1100
(Registrant's Telephone Number, Including Area Code)
4455 E. Camelback Road, Suite 261E
Phoenix, AZ 85018
(Address of Principal Executive Offices)
Robert H. Wadsworth
Advisors Series Trust
4455 E. Camelback Road, Suite 261E
Phoenix, AZ 85018
(Name and Address of Agent for Service)
Copy to:
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective. The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
No filing fee is required under the Securities Act of 1933, as amended, because
an indefinite number of shares of beneficial interest, with par value $0.01 per
share, has previously been registered pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended.
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THE FOLLOWING ITEMS ARE HEREBY INCORPORATED BY REFERENCE:
From Post-Effective Amendment No. 63 of Advisors Series Trust, filed May 22,
2000 (SEC File No. 811-07959):
Preliminary Prospectus of the Van Deventer & Hoch American Value Fund,
dated _______, 2000.
Preliminary Statement of Additional Information for Van Deventer & Hoch
American Value Fund, dated _________, 2000.
From Post-Effective Amendment No. 1 of Allegiance Investment Trust, filed March
1, 2000 (SEC File No. 811-09185):
Prospectus of Allegiance Investment Trust American Value Fund, dated March
1, 2000.
Statement of Additional Information for the Allegiance Investment Trust
American Value Fund, dated March 1, 2000.
As previously sent to shareholders of Allegiance Investment Trust American Value
Fund for the fiscal year ended October 31, 1999, as contained in the Annual
Report for Allegiance Investment Trust dated as of and for the period ended
October 31, 1999.
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-----------------------------------------
PART A
COMBINED PROXY STATEMENT AND PROSPECTUS
FOR THE REORGANIZATION OF
ALLEGIANCE INVESTMENT TRUST
AMERICAN VALUE FUND
INTO
ADVISORS SERIES TRUST
VAN DEVENTER & HOCH AMERICAN VALUE FUND
-----------------------------------------
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Van Deventer & Hoch
800 North Brand Boulevard, Suite 300
Glendale, California 91203
(800) 548-7787
June __, 2000
DEAR ALLEGIANCE AMERICAN VALUE FUND SHAREHOLDER:
We are seeking your approval to reorganize the Allegiance American
Value Fund (the "AIT Fund"), a series of the Allegiance Investment Trust (the
"Trust"), into the Van Deventer & Hoch American Value Fund (the "New Fund"), a
newly created series of the Advisors Series Trust ("AST"). Van Deventer & Hoch
is the investment adviser to both Funds. As you may recall, the AIT Fund
formerly was a series of AST.
We propose this transaction because when we launched the Trust, and
reorganized the AIT Fund from AST, our intention was to combine the AIT Fund
with other proprietary funds into our own fund group. We believed that we could
more effectively control costs and efficiencies through our own fund group. For
various reasons, that has not happened and we have determined that it would be
in the best interests of the Fund to reorganize back into AST - a complex
familiar to us, and that has previously served the AIT Fund well. The transition
would be a smooth one, as the New Fund would have the same administrator as the
AIT Fund. We have agreed to pay all expenses of the reorganization so
shareholders will not bear those costs.
The Board of Trustees of the Allegiance Investment Trust has approved
the transaction and we urge your approval.
Please read the enclosed proxy materials and consider the information
provided. We encourage you to complete and mail your proxy card promptly.
Sincerely,
VAN DEVENTER & HOCH
Richard A. Snyders, President
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ALLEGIANCE AMERICAN VALUE FUND
ALLEGIANCE INVESTMENT TRUST
800 North Brand Boulevard, Suite 300
Glendale, California 91203
(800) 548-7787
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
ALLEGIANCE AMERICAN VALUE FUND SHAREHOLDERS
TO BE HELD July __, 2000
To the Shareholders of the Allegiance American Value Fund:
Your Fund will host a special meeting of shareholders at the offices of
Allegiance American Value Fund, 800 North Brand Boulevard, Suite 300, Glendale,
California 91203 on [day of week], July __, 2000, at 10:00 a.m., local time. At
the meeting, we will ask you to vote on:
1. A proposal to reorganize the Allegiance American Value Fund, a series
of the Allegiance Investment Trust, into the Van Deventer & Hoch
American Value Fund, a newly created series of the Advisors Series
Trust.
2. Any other business that properly comes before the meeting.
Only shareholders of record at the close of business on May __, 2000
(the Record Date), will be entitled to receive this notice and to vote at the
meeting.
By Order of the Board of Trustees
Charles L. Bock
Secretary
YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY
SHARES YOU OWNED ON THE RECORD DATE.
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PLEASE VOTE ON THE ENCLOSED PROXY FORM, DATE AND SIGN IT, AND RETURN IT IN THE
PRE-ADDRESSED ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE AND DISRUPTION OF FURTHER
SOLICITATION, WE REQUEST YOUR COOPERATION IN VOTING PROMPTLY.
<PAGE>
ALLEGIANCE AMERICAN VALUE FUND
ALLEGIANCE INVESTMENT TRUST
800 North Brand Boulevard, Suite 300
Glendale, California 91203
(800) 548-7787
COMBINED PROXY STATEMENT AND PROSPECTUS
Dated: June __, 2000
WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?
The Board of Trustees approved a plan to reorganize the Allegiance American
Value Fund (the "AIT Fund") that is part of Allegiance Investment Trust (the
"Trust") into the newly created Van Deventer & Hoch American Value Fund (the
"New Fund"), a series of Advisors Series Trust (the "AST Trust") (that
transaction is referred to as the "Reorganization"). Shareholder approval is
needed to proceed with the Reorganization. The shareholder meeting will be held
on July __, 2000 (the "Shareholder Meeting"). We are sending this document to
you for your use in deciding whether to approve the Reorganization at the
Shareholder Meeting.
This document includes a Notice of Special Meeting of Shareholders, a
Proxy Statement and a form of Proxy.
As a technical matter, the Reorganization will have three steps:
* the transfer of the assets and liabilities of the AIT Fund to the New
Fund in exchange for shares of the New Fund (the "New Fund Shares") of
equivalent value to the net assets transferred;
* the pro rata distribution of those New Fund Shares to shareholders of
record of the AIT Fund as of the effective date of the Reorganization
(the "Effective Date") in full redemption of those shareholders'
shares in the AIT Fund; and
* the immediate liquidation and termination of the AIT Fund.
As a result of the Reorganization, each shareholder of the AIT Fund
would instead hold New Fund Shares having the same total value as the shares of
the AIT Fund held immediately before the Reorganization. Lawyers for the AIT
Fund and the New Fund have issued a legal opinion to the Trust that, for federal
income tax purposes, the Reorganization will be treated as a tax-free
reorganization that will not cause the AIT Fund's shareholders to recognize a
gain or loss for federal income tax purposes.
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This Combined Proxy Statement and Prospectus sets forth the basic
information that you should know before voting on the proposal. You should read
it and keep it for future reference.
WHAT OTHER IMPORTANT DOCUMENTS SHOULD I KNOW ABOUT?
The AIT Fund is a series of the Trust, an open-end management
investment company. The following documents are on file with the Securities and
Exchange Commission (the "SEC") and are deemed to be legally part of this
document:
* Prospectus for the AIT Fund dated March 1, 2000.
* Statement of Additional Information relating to the AIT Fund also
dated March 1, 2000.
Those documents are available without charge by writing to the AIT Fund
at 800 North Brand Boulevard, Suite 300, Glendale, California 91203, or by
calling (800) 548-7787.
The registration statement for the New Fund (which includes the
preliminary Prospectus and the preliminary Statement of Additional Information
for the New Fund, dated ____, 2000) was filed with the SEC on May 22, 2000. The
preliminary Prospectus and the preliminary Statement of Additional Information
for the New Fund, dated ______, 2000, are incorporated herein and are deemed to
be legally part of this document. The preliminary Prospectus and the preliminary
Statement of Additional Information for the New Fund are available without
charge by writing to the New Fund at 800 North Brand Boulevard, Suite 300,
Glendale, California 91203, or by calling (800) 548-7787.
The Annual Report to Shareholders of the AIT Fund for the fiscal year
ended October 31, 1999, containing audited financial statements of the AIT Fund,
has been previously mailed to shareholders. If you do not have a copy,
additional copies of that Annual Report are available without charge by writing
or calling the AIT Fund at its address and telephone number listed above. The
New Fund is a new fund of the AST Trust and has not yet commenced operations.
Therefore, no Annual Report to Shareholders is available.
All of these documents are available through the SEC's web site at
www.sec.gov. (Information about the AIT Fund can be found under Allegiance
Investment Trust and information about the New Fund can be found under Advisors
Series Trust.)
It is expected that this Proxy Statement will be mailed to shareholders
on or about June __, 2000.
AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Page
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I. INTRODUCTION...........................................................1
A. GENERAL.............................................................1
B. THE PROPOSAL........................................................1
C. SHARES AND VOTING...................................................2
II. THE PROPOSAL...........................................................3
A. DESCRIPTION OF THE PROPOSED REORGANIZATION..........................3
1. The Reorganization...............................................3
2. Effect of the Reorganization.....................................4
3. Reasons for the Reorganization...................................4
4. Federal Income Tax Consequences..................................5
5. Description of the New Fund Shares...............................5
6. Capitalization...................................................5
B. COMPARISON OF THE FUNDS.............................................5
1. Objective, Strategy, Risks and Policies..........................5
(a) Objective..................................................6
(b) Strategy...................................................6
(c) Risks......................................................6
(d) Policies and Investment Restrictions.......................7
2. Comparison of Fees and Expenses.................................10
3. Comparative Performance Information.............................11
4. Distribution and Shareholder Services...........................11
(a) Distribution..............................................11
(b) Administration............................................11
5. Investments, Redemptions and Exchanges..........................12
C. RECOMMENDATION OF THE BOARD OF TRUSTEES............................12
D. DISSENTERS' RIGHTS OF APPRAISAL....................................13
E. FURTHER INFORMATION ABOUT THE AIT FUND AND THE NEW FUND............13
F. VOTE REQUIRED......................................................14
III. MISCELLANEOUS ISSUES..................................................14
A. OTHER BUSINESS.....................................................14
B. NEXT MEETING OF SHAREHOLDERS.......................................14
C. LEGAL MATTERS......................................................14
D. EXPERTS............................................................15
i
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I. INTRODUCTION
A. GENERAL
The Board of Trustees called this shareholder meeting (the "Shareholder
Meeting") to allow shareholders to consider and vote on the proposed
Reorganization of the AIT Fund. The Board of Trustees (including a majority of
the independent trustees, meaning those trustees who are not "interested"
persons under the Investment Company Act of 1940, as amended (the "Investment
Company Act")) approved the Reorganization at a meeting held on March 13, 2000,
subject to the approval of the AIT Fund's shareholders.
B. THE PROPOSAL
At the Shareholder Meeting, the shareholders of the AIT Fund will be
asked to approve the proposed Reorganization of the AIT Fund into the New Fund.
The Reorganization will include the transfer of all of the assets and
liabilities of the AIT Fund to the New Fund. All remaining AIT Fund shareholders
will receive New Fund Shares in exchange. The AIT Fund will then be terminated
and liquidated.
The net asset value per share of the New Fund and the number of shares
owned by each New Fund shareholder immediately after the Reorganization will be
identical to the net asset value per share of the AIT Fund and identical to the
number of shares owned by each AIT Fund shareholder immediately before the
Reorganization.
Van Deventer & Hoch (the "Adviser") currently serves as the investment
adviser of the AIT Fund and will also serve as the adviser to the New Fund. The
New Fund will have an identical investment objective and identical strategies
and policies as the AIT Fund. The AIT Fund's investment objective is long-term
growth of capital and above average current income with investments primarily in
the equity securities of U.S. companies. The AIT Fund seeks to achieve its
investment objective by investing primarily in the equity securities of seasoned
U.S. companies that the Adviser believes are undervalued relative to their
assets and potential earnings and dividends.
Investments in the New Fund will be subject to identical risks as
investments are currently subject to in the AIT Fund. The purchase and
redemption arrangements of the New Fund will be identical to the current
purchase and redemption arrangements of the AIT Fund. The New Fund will have the
identical distribution arrangements as the AIT Fund. The only difference between
the AIT Fund and the New Fund will be the higher expenses expected for the New
Fund. See Section B.2 "Comparison of Fees and Expenses."
The Adviser and the Board of Trustees believe that the proposed
Reorganization is in the best interests of the AIT Fund and its shareholders,
and that the interests of existing shareholders of the AIT Fund will not be
diluted as a result of the proposed Reorganization.
The Adviser will pay the costs of the Reorganization, the Shareholder
Meeting and solicitation of proxies, including the cost of copying, printing and
mailing proxy materials. In addition to solicitations by mail, the Adviser and
<PAGE>
the Board also may solicit proxies, without special compensation, by telephone,
facsimile or otherwise.
C. SHARES AND VOTING
The Trust is a Delaware business trust and is registered with the SEC
as an open-end management investment company. The Trust currently has two
operating series, or funds, including the AIT Fund. Each series has its own
identity, investment objective and policies and operates independently for
purposes of investments, dividends, other distributions and redemptions.
The AIT Fund has only one class of shares, with one fee and expense
structure. The AIT Fund's shareholders will receive shares of the New Fund in
exchange for their shares if the Reorganization is approved and completed.
Each whole or fractional share of the AIT Fund is entitled to one vote
or corresponding fraction at the Shareholder Meeting. At the close of business
on May __, 2000, the record date for the determination of shareholders entitled
to vote at the Shareholder Meeting (the "Record Date"), there were ___________
shares outstanding held by ___ record holders (including omnibus accounts
representing multiple underlying beneficial owners such as those in the names of
brokers).
All shares represented by each properly signed proxy received before
the meeting will be voted at the Shareholder Meeting. If a shareholder specifies
how the proxy is to be voted on any business properly to come before the
Shareholder Meeting, it will be voted in accordance with instruction given. If
no choice is indicated on the proxy, it will be voted FOR approval of the
Reorganization, as more fully described in this Prospectus. A proxy may be
revoked by a shareholder at any time before its use by written notice to the AIT
Fund, by submission of a later-dated proxy or by voting in person at the
Shareholder Meeting. If any other matters come before the Shareholder Meeting,
proxies will be voted by the persons named as proxies in accordance with their
best judgment.
The holders of 40% of the outstanding shares entitled to vote present
in person or by proxy will constitute a quorum. When a quorum is present,
approval of the proposal will require the affirmative vote of a "majority of the
outstanding voting securities" of the AIT Fund. The term "majority of the
outstanding voting securities" of the AIT Fund, as defined in the Investment
Company Act, means: the affirmative vote of the lesser of (i) 67% of the voting
securities of the AIT Fund present at the meeting if more than 50% of the
outstanding shares of the AIT Fund are present in person or by proxy or (ii)
more than 50% of the outstanding shares of the AIT Fund. This approval is
required (rather than a simple majority of those votes present) because the
Reorganization requires approval of a new investment management agreement for
the New Fund.
The Shareholder Meeting may be adjourned from time to time by a
majority of the votes properly cast upon the question of adjourning the
Shareholder Meeting to another date and time, whether or not a quorum is
present, and the Shareholder Meeting may be held as adjourned without further
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notice. The persons named in the proxy will vote in favor of such adjournment
those shares which they are entitled to vote if such adjournment is necessary to
obtain a quorum or to obtain a favorable vote on any proposal.
Proxies must be voted by mail or facsimile transmission.
All proxies voted, including abstentions and broker non-votes (where
the underlying holder has not voted and the broker does not have discretionary
authority to vote the shares), will be counted toward establishing a quorum.
Approval of the Reorganization will occur only if a sufficient number of votes
are cast FOR that proposal. Abstentions do not constitute a vote "for" and
effectively result in a vote "against." Broker non-votes do not represent vote
"for" or "against" and are disregarded in determining whether the proposal has
received enough votes.
As of the Record Date, the AIT Fund's shareholders of record and (to
the Trust's knowledge) beneficial owners who owned more than five percent of the
AIT Fund's shares are as follows:
Percentage of the Fund's
Shareholder Outstanding Shares
----------- ------------------
Charles Schwab & Co. Inc. [ ]%
Reinvest Account
Attn: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122
The Officers and Trustees of the Trust, as a group, owned of record and
beneficially less than one percent of the outstanding voting securities of the
AIT Fund as of the Record Date. The Officers and Directors of the Adviser, as a
group, owned of record and beneficially (directly or indirectly through a
retirement plan) [ ]% of the outstanding voting securities of the AIT Fund.
Because those shareholders are expected to vote in favor of the Reorganization,
that ownership level means that a sufficient number of shareholders are expected
to approve the Reorganization.
II. THE PROPOSAL
A. DESCRIPTION OF THE PROPOSED REORGANIZATION
1. THE REORGANIZATION
If the Reorganization is approved, on the Effective Date the New Fund
will acquire all of the assets and liabilities of the AIT Fund. At that time,
the New Fund will issue to the AIT Fund the same number of shares as the
shareholders of the AIT Fund held of record on the day before the Effective
Date.
At the same time as that asset transfer, the AIT Fund will distribute
the New Fund Shares it receives pro rata to each remaining shareholder of the
AIT Fund, distributing the same number of shares as the outstanding shares of
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the AIT Fund held of record by that shareholder on the day before the Effective
Date.
This distribution of the New Fund Shares to the AIT Fund's shareholders
will be accomplished by the establishment of accounts on the New Fund's share
records in the names of those shareholders, representing the respective pro rata
number of New Fund Shares deliverable to them. Fractional shares will be carried
to the third decimal place. Certificates evidencing the New Fund Shares will not
be issued to the AIT Fund's shareholders.
Immediately following the AIT Fund's pro rata liquidating distribution
of the New Fund Shares to the AIT Fund shareholders, the AIT Fund will liquidate
and terminate.
Completion of the Reorganization is subject to approval by the
shareholders of the AIT Fund. The Reorganization may be abandoned at any time
before the Effective Date by a majority of the Trust's Board of Trustees.
The Adviser will pay all costs and expenses of the Reorganization,
including those associated with the Shareholder Meeting, the copying, printing
and distribution of this Combined Proxy Statement and Prospectus, and the
solicitation of proxies for the Shareholder Meeting.
The above is a summary of the Reorganization. The summary is not a
complete description of the terms of the Reorganization, which are set forth in
the Agreement and Plan of Reorganization attached as Exhibit A to this document.
2. EFFECT OF THE REORGANIZATION
If the Reorganization is approved by the AIT Fund's shareholders and
completed, shareholders of the AIT Fund as of the Effective Date will become
shareholders of the New Fund. The total net asset value of the New Fund Shares
held by each shareholder of the AIT Fund immediately after completion of the
Reorganization will be equivalent to the total net asset value of the AIT Fund
Shares held by that same shareholder immediately before completion of the
Reorganization.
After the Reorganization, the investment adviser for the New Fund will
continue to be Van Deventer & Hoch. First Fund Distributors, Inc. will continue
as the New Fund's Distributor. Investment Company Administration, L.L.C. will
continue as the administrator for the New Fund. PricewaterhouseCoopers LLP also
will serve as auditors for the New Fund.
3. REASONS FOR THE REORGANIZATION
The Board of Trustees has determined that the cost of operating the AIT
Fund under its current and anticipated size is prohibitively expensive and that
the goals of the Trust to start new funds under a new investment management
company have not been met. Further, the Board of Trustees recognizes that the
AIT Fund and its Adviser have a favorable history with the AST Trust.
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4. FEDERAL INCOME TAX CONSEQUENCES
Management of the AIT Fund and the New Fund has been advised by its
counsel, Paul, Hastings, Janofsky & Walker LLP, that the Reorganization will
constitute a tax-free reorganization for federal income tax purposes under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, and will not
affect the federal tax status of AIT Fund shares held before the Reorganization.
Counsel has issued a legal opinion to this effect. Therefore, shareholders
should not recognize any gain or loss on the AIT Fund shares for federal income
tax purposes as a result of the Reorganization. Subject to limited exceptions,
most states use federal taxable income as a taxable base for this purpose.
Consequently, the Trust believes that the state income tax treatment of the
proposed Reorganization for most shareholders is more likely than not to be the
same as the federal tax consequences. Although the Trust is not aware of any
adverse state income tax consequences, the Trust has not made any investigation
as to those consequences for the shareholders. Because each shareholder's tax
situation may have unique issues, shareholders should consult their own tax
advisers.
5. DESCRIPTION OF THE NEW FUND SHARES
Each New Fund Share issued to AIT Fund shareholders pursuant to the
Reorganization will be duly authorized, validly issued, fully paid and
nonassessable when issued, will be transferable without restriction and will
have no preemptive or conversion rights. Each New Fund Share will represent an
equal interest in the assets of the New Fund. The New Fund Shares will be sold
and redeemed based upon the net asset value of the New Fund next determined
after receipt of the purchase or redemption request, as described in the New
Fund's Prospectus.
6. CAPITALIZATION
The capitalization of the Funds as of October 31, 1999 and their pro
forma combined capitalization as of that date after giving effect to the
proposed Reorganization are as follows:
New Fund AIT Fund Pro Forma Combined
-------- -------- ------------------
Aggregate net assets $0** $10,617,546 $10,617,546
Shares outstanding* 0** 891,693 891,693
Net asset value per share $0** $11.91 $11.91
----------- -----------
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* Each Fund is authorized to issue an indefinite number of shares.
** The New Fund is a new series of the AST Trust that is currently under
registration with the SEC. It has not yet commenced operations and
currently has no assets and no assets outstanding.
B. COMPARISON OF THE FUNDS
1. OBJECTIVE, STRATEGY, RISKS AND POLICIES
The New Fund will have an identical investment objective and identical
strategies and policies as the AIT Fund.
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(a) OBJECTIVE
The AIT Fund's investment objective is long-term growth of capital and
above average current income with investments primarily in the equity securities
of U.S. companies. The AIT Fund seeks to achieve its investment objective by
investing primarily in the equity securities of seasoned U.S. companies that the
Adviser believes are undervalued relative to their assets and potential earnings
and dividends.
(b) STRATEGY
In selecting investments for the Fund, the Adviser generally seeks
companies it believes exhibit characteristics of financial soundness and are
undervalued by the market. In seeking to identify financially sound companies,
the Fund's Adviser looks for companies with strongly capitalized balance sheets,
an ability to generate substantial cash flow, relatively low levels of leverage,
an ability to meet debt service requirements and a history of paying dividends.
In seeking to identify undervalued companies, the Adviser looks for companies
with substantial tangible assets such as land, timber, oil and other natural
resources, or important brand names, patents, franchises or other intangible
assets that may have greater value than what is reflected in the company's
financial statements. The Fund's Adviser will often select investments for the
Fund that are considered to be unattractive by other investors or are unpopular
with the financial press.
(c) RISKS
By investing in stocks, the AIT Fund may expose shareholders to certain
market risks that could cause them to lose money, particularly a sudden decline
in a holding's share price or an overall decline in the stock market. As with
any stock fund, the value of an investment in the AIT Fund will fluctuate on a
day-to-day basis with movements in the stock market, as well as in response to
activities of individual companies. Although the AIT Fund seeks to provide a
consistent level of income to shareholders, its yield may fluctuate
significantly in the short term. The primary risks of investing in the Fund are:
(1) MARKET RISK
This is the risk that the price of a security will rise or fall
because of changing economic, political or market conditions, or because of a
company's individual situation. Additional market-related risks for the AIT Fund
include the risk that:
* Value stocks continue to fall out of favor.
* The market continues indefinitely to undervalue the stocks
in the AIT Fund's portfolio.
* The stocks in the AIT Fund's portfolio turn out to be
undervalued because the Adviser's initial evaluation of the
stock was mistaken
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(2) SMALLER COMPANIES
The securities of smaller companies may have more risks than those
of larger companies -- they may be more susceptible to market downturns, and
their prices may be more volatile.
(3) FOREIGN SECURITIES
Although the AIT Fund emphasizes investments in stocks of U.S.
companies, it also may invest up to 20% of its total assets in foreign
securities, including American Depositary Receipts (ADRs). The AIT Fund expects
that its investments in foreign issuers, if any, will generally be in companies
that generate substantial revenues from U.S. operations and that are listed on
U.S. securities exchanges. Because foreign securities are normally denominated
and traded in foreign currencies, the value of the AIT Fund's foreign
investments may be influenced by currency exchange rates and exchange control
regulations. There may be less information publicly available about foreign
issuers than U.S. issuers, and they are not generally subject to accounting,
auditing and financial reporting standards and practices comparable to those in
the U.S. Foreign securities may be less liquid and more volatile than comparable
U.S. securities.
(4) INTEREST RATE RISK
In general, the prices of debt securities rise when interest rates
fall and the prices of debt securities fall when interest rates rise. However,
the stock market and stocks that pay dividends also can be affected.
(5) SPECIAL RISKS OF CONVERTIBLE SECURITIES
Convertible securities are subject to the market risk of stocks,
while also subject to interest rate risk and the credit risk of the companies
that issue them. Call provisions may allow the issuer to repay the debt before
it matures.
(D) POLICIES AND INVESTMENT RESTRICTIONS
The following fundamental investment restrictions of the New Fund are
identical to that of the AIT Fund and cannot be changed by a Fund without the
affirmative vote of a majority of that Fund's outstanding voting securities as
defined in the Investment Company Act: These restrictions include the following
with respect to each Fund:
(1) The Fund may not purchase any securities which would cause
more than 25 percent of the total assets of the Fund to be invested in the
securities of one or more issuers conducting their principal business activities
in the same industry. This limitation does not apply to investments in
obligations issued or guaranteed by the U.S. Government or its agencies and
instrumentalities and repurchase agreements involving such securities. For
purposes of this limitation, (i) utility companies will be divided according to
their services; for example, gas, gas transmission, electric and telephone will
each be considered a separate industry; (ii) financial service companies will be
7
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classified according to the end users of their services; for example, automobile
finance, bank finance and diversified finance will each be considered a separate
industry; (iii) supranational entities will be considered to be a separate
industry; and (iv) loan participations are considered to be issued by both the
issuing bank and the underlying corporate borrower. Otherwise, for purposes of
this restriction, the Fund generally relies on the U.S. Office of Management and
Budget's Standard Industrial Classifications.
(2) The Fund may not make loans, except that a Fund may (a)
purchase or hold debt instruments in accordance with its investment objective
and policies; (b) enter into repurchase agreements; and (c) engage in securities
lending in an aggregate amount not exceeding 30 percent of its total assets.
(3) The Fund may not acquire more than 10 percent of the voting
securities of any one issuer (except securities issued or guaranteed by the
United States, its agencies or instrumentalities and repurchase agreements
involving such securities) or invest more than 5 percent of the total assets of
the Fund in the securities of an issuer (except securities issued or guaranteed
by the United States, its agencies or instrumentalities and repurchase
agreements involving such securities); provided, that the foregoing limitation
shall not apply to 25 percent of the total assets of the Fund.
(4) The Fund may not borrow, except that a Fund may borrow money
from banks and may enter into reverse repurchase agreements, in either case in
an amount not to exceed 33-1/3 percent of that Fund's total assets and then only
as a temporary measure for extraordinary or emergency purposes (which may
include the need to meet shareholder redemption requests). This borrowing
provision is included solely to facilitate the orderly sale of Fund securities
to accommodate heavy redemption requests if they should occur and is not for
investment purposes. A Fund will not purchase any securities for its portfolio
at any time at which its borrowings equal or exceed 10 percent of its total
assets (taken at market value), and any interest paid on such borrowings will
reduce income. Transactions that are fully collateralized in a manner that does
not involve the prohibited issuance of a "senior security" within the meaning of
Section 18(f) of the 1940 Act shall not be regarded as borrowings for the
purposes of this restriction.
(5) The Fund may not pledge, mortgage or hypothecate assets except
to secure temporary borrowings permitted by 4 above.
(6) The Fund may not purchase or sell real estate, including real
estate limited partnership interests, commodities and commodities contracts, but
excluding interests in a pool of securities that are secured by interests in
real estate. However, subject to its permitted investments, any Fund may invest
in companies that invest in real estate, commodities or commodities contracts.
The Fund may invest in futures contracts and options thereon to the extent
described in the Prospectus and elsewhere in the Fund's Statement of Additional
Information.
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(7) The Fund may not act as an underwriter of securities of other
issuers, except as it may be deemed an underwriter under federal securities laws
in selling a security held by the Fund.
(8) The Fund may not purchase securities of other investment
companies except as permitted by the Investment Company Act and the rules and
regulations thereunder. Under these rules and regulations, the Fund is
prohibited from acquiring the securities of other investment companies if, as a
result of such acquisition, (a) such Fund owns more than 3 percent of the total
voting stock of the company; (b) securities issued by any one investment company
represent more than 5 percent of the total assets of such Fund; or (c)
securities (other than treasury stock) issued by all investment companies
represent more than 10 percent of the total assets of such Fund. A Fund's
purchase of such investment company securities results in the layering of
expenses, such that shareholders would indirectly bear a proportionate share of
the operating expenses of such investment companies, including advisory fees. It
is the position of the SEC's staff that certain non-governmental issuers of CMOs
and REMICs constitute investment companies pursuant to the Investment Company
Act and either (a) investments in such instruments are subject to the
limitations set forth above or (b) the issuers of those instruments have
received orders from the Securities and Exchange Commission exempting such
instruments from the definition of investment company.
(9) The Fund may not issue senior securities, as defined in the
Investment Company Act, except that this restriction shall not be deemed to
prohibit that Fund from (a) making any permitted borrowings, mortgages or
pledges, (b) entering into permissible repurchase and dollar roll transactions,
or (c) entering other borrowings as permitted by rule, regulation or order of
the SEC.
The non-fundamental restrictions of the Fund may be changed by the
Board of Trustees without the prior approval of shareholders. The
non-fundamental restrictions of the Fund are updated to reflect changes in state
law: The Fund observes the following restrictions as a matter of operating but
not fundamental policy, pursuant to positions taken by federal regulatory
authorities: The Fund may not:
(1) Invest in the securities of other investment companies or
purchase any other investment company's voting securities or make any other
investment in other investment companies except to the extent permitted by
federal law;
(2) Invest more than 15% of its net assets in securities which are
restricted as to disposition or otherwise are illiquid or have no readily
available market (except for securities which are determined by the Board of
Trustees to be liquid); or
(3) Borrow money from banks to purchase securities.
The Trust and the AST Trust are both Delaware business trusts with
substantially similar Agreements and Declarations of Trust and By-Laws.
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<PAGE>
2. COMPARISON OF FEES AND EXPENSES
The following table shows the comparative fees and expenses you may pay
if you buy and hold shares of the AIT Fund as compared to the New Fund. The
Funds do not impose any front-end or deferred sales loads and they do not charge
shareholders for exchanging shares or reinvesting dividends.
FEES AND EXPENSES OF EACH FUND
New Fund
AIT Fund (pro forma)
-------- -----------
SHAREHOLDER FEES (fees paid
directly from your investment)
Redemption Fee 0.00% 0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from
Fund assets)
Management Fee 0.70% 0.70%
Distribution/Service
(12b-1) Fee 0.25% 0.25%
Administrative Services Fee 0.35% 0.70%
----- -----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.30% 1.65%
===== =====
The Administrative Services Fee compensates the Adviser for retaining
other service providers needed by a Fund and paying all of the operating costs
of the Fund, regardless whether those costs are more or less than the
Administrative Services Fee. Should the shareholders of the AIT Fund approve the
Reorganization, the Administrative Service Fee will increase from an annual rate
of 0.35% of net assets to an annual rate of 0.70%. The Boards of the Trust and
of AST have determined that the increase of the Administrative Services Fee is
reasonable given that the Adviser will continue to be responsible for paying all
of the New Fund's operating costs including the costs of certain service
providers to the New Fund - I.E., fund accounting, transfer agency and printing
fees. The Board has determined that the Administrative Services Fee increase is
designed to adequately ensure that the Adviser has the ability to pay the New
Fund's operating costs while still giving the Shareholders a fixed cost
limitation of 1.65% of annual net assets. The Board also was persuaded that the
AIT Fund's actual operating expenses covered by the Administrative Services Fees
exceeds the 0.35% fee and, therefore, requires the Adviser to subsidize the AIT
Fund's operations.
EXAMPLE OF FUND EXPENSES: This example is intended to help you compare
the cost of investing in the Funds with the cost of investing in other mutual
funds. The table below shows what you would pay in expenses over time, whether
or not you sold your shares at the end of each period. It assumes a $10,000
initial investment, 5% total return each year and the changes specified above.
This example is for comparison purposes only. It does not necessarily represent
a Fund's actual expenses or returns.
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Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------
AIT Fund $132 $412 $713 $1,568
New Fund (pro forma) $168 $520 $897 $1,955
3. COMPARATIVE PERFORMANCE INFORMATION
No performance information is presented because the AIT Fund does not
yet have a full calendar year of performance and because the New Fund has not
yet commenced operations.
4. DISTRIBUTION AND SHAREHOLDER SERVICES
(a) DISTRIBUTION
First Fund Distributors, Inc. (the "Distributor") and the AIT Trust are
parties to a distribution agreement ("Distribution Agreement"). The Distributor
has its principal business offices at 4455 East Camelback Road, Suite 261E,
Phoenix, Arizona 85018. The Trust has adopted a distribution plan (the "Plan")
with respect to the AIT Fund. The Plan has been adopted pursuant to Rule 12b-1
under the Investment Company Act. The Distribution Agreement and the Plan
provide that the Trust will pay the Adviser, as the Distribution Coordinator, a
fee calculated daily and paid monthly at an annual rate of up to 0.25% of the
average daily net assets of the of the AIT Fund. The Adviser can use these fees
only to reimburse itself for eligible expense, such as to compensate
broker/dealers and service providers (including the Adviser and its affiliates)
that provide administrative and/or distribution services to holders of these
shares or their customers who beneficially own these shares. The AIT Fund paid
$14,421 in distribution fees for the period May 7, 1999 to October 31, 1999. An
identical Rule 12b-1 plan would apply to the New Fund.
Upon completion of the Reorganization, the Distributor will act as the
distributor for the New Fund.
(b) ADMINISTRATION
The AIT Trust, on behalf of the AIT Fund, entered into an
Administrative Services Agreement with the Adviser (the "Administrative Services
Agreement"). The AIT Fund pays the Adviser an Administrative Services Fee at an
annual rate of 0.35% of its daily average net assets, accrued daily and paid
monthly. The fee payable to the Adviser by the Fund under the Administrative
Services Agreement is the only fee or expense payable by the fund for the
following ordinary services: all administrative services, primarily by retaining
the Subadministrator, as described below, custody and transfer agency services
by retaining the Custodian and Transfer Agent named below, and all other
ordinary services and operating expenses (other than brokerage commissions,
dealer mark-ups, taxes, interest and extraordinary items). The Administrative
Services Fee paid to the Adviser effectively limits the Fund's operating
expenses. The Adviser may potentially earn greater profits under the
Administrative Services Agreement if assets of the Fund grow sufficiently large
to reduce actual operating expenses to less than the Adviser's Administrative
Services Fee.
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<PAGE>
After the Reorganization, the Administrative Services Fee will increase
from an annual rate of 0.35% of the AIT Fund's average daily net assets to an
annual rate of 0.70% of the New Fund's average daily net assets.
(1) SUBADMINISTRATION
The Adviser and Investment Company Administration, L.L.C. (the
"Subadministrator") are parties to a subadministration agreement (the
"Subadministration Agreement") with respect to the Fund. The Adviser pays the
Subadministrator's fee out of the Administrative Services Fee. Under the
Subadministration Agreement, the Subadministrator provides administrative and
fund accounting services to the Fund.
(2) DIVIDEND DISBURSING AGENT AND TRANSFER AGENT
National Financial Data Services, 330 West 9th Street, Kansas
City, MO 64105 is the Fund's dividend disbursing and payment agent, and the
transfer agent. The Adviser pays the dividend disbursing and transfer agent's
fee out of the Administrative Services Fee.
(3) CUSTODIAN
Pursuant to a Custodian Agreement, United Missouri Bank, N.A., 928
Grand Boulevard, Kansas City, MO 64106, acts as custodian of the Fund' assets
(the "Custodian"). The Custodian's responsibilities include holding and
administering the Fund's cash and securities, handling the receipt and delivery
of securities, furnishing a statement of all transactions and entries for the
account of the Fund, and furnishing the Fund with such other reports covering
securities held by it or under its control as may be agreed upon from time to
time. The Adviser pays the Custodian's fees out of the Administrative Services
Fee.
5. INVESTMENTS, REDEMPTIONS AND EXCHANGES
Both Funds generally require a minimum initial investment of $2,500
($1,000 for retirement plans), and subsequent investments of $100 or more. They
offer an automatic investment plan under which selected amounts are
electronically withdrawn from shareholders' accounts with banks and are applied
to purchase shares of the applicable Fund. Redemption procedures are identical
for both Funds. Shareholders in the AIT Fund are not able to exchange their
shares for shares of any other mutual fund (unless their shares are held through
an independent intermediary such as a broker-dealer who would effect the
exchange). Shareholders in the New Fund (after the Reorganization) would be able
to exchange their shares for other funds offered by the New Trust (in addition
to exchanges of shares permitted through an intermediary broker or mutual fund
market place).
C. RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees of the Trust (including a majority of the
noninterested Trustees), after due consideration, has unanimously determined
that the Reorganization is in the best interests of the shareholders of the AIT
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<PAGE>
Fund and that the interests of the existing shareholders of the AIT Funds would
not be diluted.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ADOPTION OF THE REORGANIZATION.
D. DISSENTERS' RIGHTS OF APPRAISAL
Shareholders of the AIT Fund who object to the proposed Reorganization
will not be entitled to any "dissenters' rights" under Delaware law. However,
those shareholders have the right at any time up to when the Reorganization
occurs to redeem shares of the AIT Fund at net asset value. After the
Reorganization, shareholders of the AIT Fund will hold shares of the New Fund,
which may also be redeemed at net asset value in accordance with the procedures
substantially similar to those described in the AIT Fund's Prospectus dated
March 1, 2000, subject to applicable redemption procedures.
E. FURTHER INFORMATION ABOUT THE AIT FUND AND THE NEW FUND
Further information about the AIT Fund is contained in the following
documents:
* AIT Fund Prospectus dated March 1, 2000.
* AIT Fund Statement of Additional Information also dated March 1, 2000.
* Documents that relate to the AIT Fund are available, without charge,
by writing to the AIT Fund, 800 North Brand Boulevard, Suite 300,
Glendale, California 91203.
The Trust is subject to the informational requirements of the
Securities Exchange Act of 1934 and the Investment Company Act, and it files
reports, proxy materials and other information with the SEC. These reports,
proxy materials and other information can be inspected and copied at the Public
Reference Room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the SEC's regional offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of these materials can be obtained at prescribed rates from the
Public Reference Branch, Office of Consumer Affairs and Information Services, of
the SEC, Washington, D.C. 20549.
The New Fund is not now an operating mutual fund nor does it have a
prospectus that has been declared effective by the SEC. Shareholders may,
however, obtain a preliminary Prospectus and Statement of Additional Information
relating to the New Fund without charge by writing to the New Fund at 800 North
Brand Boulevard, Suite 300, Glendale, California 91203, or by calling (800)
548-7787. Those documents are subject to completion and revision before becoming
effective with the SEC.
13
<PAGE>
All of these documents are available through the SEC's web site at
www.sec.gov. (Information about the AIT Fund can be found under Allegiance
Investment Trust and information about the New Fund can be found under Advisors
Series Trust.)
It is expected that this Proxy Statement will be mailed to shareholders
on or about June __, 2000.
F. VOTE REQUIRED
Approval of the proposed Reorganization requires the affirmative vote
of the holders of a "majority of the outstanding voting securities" of the AIT
Fund within the meaning of the Investment Company Act. If the shareholders of
the AIT Fund do not approve the proposed Reorganization, or if the
Reorganization is not consummated for any other reason, then the Board of
Trustees will take any further action as it deems to be in the best interest of
the AIT Fund and its shareholders, including liquidation, subject to approval by
the shareholders of the AIT Fund if required by applicable law.
III. MISCELLANEOUS ISSUES
A. OTHER BUSINESS
The Board of Trustees of the Trust knows of no other business to be
brought before the Shareholder Meeting. If any other matters come before the
Shareholder Meeting, it is the Board's intention that proxies that do not
contain specific restrictions to the contrary will be voted on those matters in
accordance with the judgment of the persons named in the enclosed form of proxy.
B. NEXT MEETING OF SHAREHOLDERS
The Trust is not required and does not intend to hold annual or other
periodic meetings of shareholders except as required by the Investment Company
Act. If the Reorganization is not completed, the next meeting of the
shareholders of the AIT Fund will be held at such time as the Board of Trustees
may determine or at such time as may be legally required. Any shareholder
proposal intended to be presented at such meeting must be received by the Trust
at its office at a reasonable time before the meeting, as determined by the
Board of Trustees, to be included in the Trust's proxy statement and form of
proxy relating to that meeting, and must satisfy all other legal requirements.
C. LEGAL MATTERS
Certain legal matters in connection with the issuance of the New Fund
Shares will be passed upon for the Trust by Paul, Hastings, Janofsky & Walker
LLP.
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<PAGE>
D. EXPERTS
The financial statements of the AIT Fund for the year ended October 31,
1999, contained in the Trust's 1999 Annual Report to Shareholders, has been
audited by PricewaterhouseCoopers, LLP, independent accountants, as stated in
their report dated November 30, 1999, which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given
their authority as experts in accounting and auditing.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
15
<PAGE>
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AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as
of this ___ day of May, 2000, by and between Advisors Series Trust, a Delaware
business trust ("AST"), for itself and on behalf of the Van Deventer & Hoch
American Value Fund (the "Acquiring Fund"), a series of AST, and Allegiance
Investment Trust, a Delaware business trust ("AIT"), on behalf of the Allegiance
American Value Fund (the "Target Fund"), a series of AIT.
In accordance with the terms and conditions set forth in this
Agreement, the parties desire that all of the assets of the Target Fund be
transferred to the Acquiring Fund, and that the Acquiring Fund assume the Stated
Liabilities (as defined in paragraph 1.3) of the Target Fund, in exchange for
shares of the Acquiring Fund ("Acquiring Fund Shares"), and that these Acquiring
Fund Shares be distributed immediately after the Closing, as defined in this
Agreement, by the Target Fund to its shareholders in liquidation of the Target
Fund. This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code").
In consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto, intending to be legally bound hereby,
covenant and agree as follows:
1. REORGANIZATION OF TARGET FUND
1.1 Subject to the terms and conditions herein set forth, and on the
basis of the representations and warranties contained herein, the Target Fund
shall assign, deliver and otherwise transfer its assets as set forth in
paragraph 1.2 (the "Fund Assets") to the Acquiring Fund and the Acquiring Fund
shall assume the Target Fund's Stated Liabilities. The Acquiring Fund shall, as
consideration therefor, on the Closing Date (as defined in paragraph 3.1),
deliver to the Target Fund full and fractional Acquiring Fund Shares, the number
of which shall be determined by dividing (a) the value of the Target Fund
Assets, net of the Target Fund's Stated Liabilities, computed in the manner and
as of the time and date set forth in paragraph 2.1, by (b) the net asset value
of one share of the Acquiring Fund computed in the manner and as of the time and
date set forth in paragraph 2.2. Such transfer, delivery and assumption shall
take place at the closing provided for in paragraph 3.1 (hereinafter sometimes
referred to as the "Closing"). Immediately following the Closing, the Target
Fund shall distribute the Acquiring Fund Shares to the shareholders of the
Target Fund in liquidation of the Target Fund as provided in paragraph 1.4
hereof. These transactions are hereinafter sometimes collectively referred to as
the "Reorganization."
<PAGE>
1.2 (a) With respect to the Target Fund, the Target Fund Assets shall
consist of all property and assets of any nature whatsoever, including, without
limitation, all cash, cash equivalents, securities, instruments, claims and
receivables (including dividend and interest receivables) owned by the Target
Fund, and any prepaid expenses shown as an asset on the Target Fund's books on
the Closing Date.
(b) Before the Closing Date, the Target Fund will provide the
Acquiring Fund with a schedule of its assets and its known liabilities, and the
Acquiring Fund will provide the Target Fund with a copy of the current
investment objective and policies applicable to the Acquiring Fund. The Target
Fund reserves the right to sell or otherwise dispose of any of the securities or
other assets shown on the list of the Target Fund's Assets before the Closing
Date but will not, without the prior approval of the Acquiring Fund, acquire any
additional securities other than securities which the Acquiring Fund is
permitted to purchase in accordance with its stated investment objective and
policies. Before the Closing Date, the Acquiring Fund will advise the Target
Fund of any investments of the Target Fund shown on such schedule which the
Acquiring Fund would not be permitted to hold, pursuant to its stated investment
objective and policies or otherwise. If the Target Fund holds any investments
that the Acquiring Fund would not be permitted to hold under its stated
investment objective or policies, the Target Fund, if requested by the Acquiring
Fund, will dispose of those securities before the Closing Date to the extent
practicable. In addition, if it is determined that the portfolios of the Target
Fund and the Acquiring Fund, when aggregated, would contain investments
exceeding certain percentage limitations to which the Acquiring Fund is or will
be subject with respect to such investments, the Target Fund, if requested by
the Acquiring Fund, will dispose of and/or reinvest a sufficient amount of such
investments as may be necessary to avoid violating such limitations as of the
Closing Date.
1.3 The Target Fund will endeavor to discharge all of its known
liabilities and obligations prior to the Closing Date. The Acquiring Fund will
assume all liabilities and obligations reflected on an unaudited statement of
assets and liabilities of the Target Fund prepared by the administrator of AST
as of the Applicable Valuation Date (as defined in paragraph 2.1), in accordance
with generally accepted accounting principles consistently applied from the
prior audited period ("Stated Liabilities"). The Acquiring Fund shall assume
only the Stated Liabilities of the Target Fund, and no other liabilities or
obligations, whether absolute or contingent, known or unknown, accrued or
unaccrued.
1.4 Immediately following the Closing, the Target Fund will distribute
the Acquiring Fund Shares received by the Target Fund pursuant to paragraph 1.1
pro rata to its shareholders of record determined as of the close of business on
the Closing Date ("Target Fund Investors") in complete liquidation of the Target
Fund. That distribution will be accomplished by an instruction, signed by an
appropriate officer of AIT, to transfer the Acquiring Fund Shares then credited
to the Target Fund's account on the books of the Acquiring Fund to open accounts
on the books of the Acquiring Fund established and maintained by the Acquiring
Fund's transfer agent in the names of record of the Target Fund Investors and
2
<PAGE>
representing the respective pro rata number of shares of the Acquiring Fund due
such Target Fund Investor based on the net asset value per share of the shares
of the Target Fund. All issued and outstanding shares of the Target Fund will be
cancelled simultaneously therewith on the Target Fund's books, and any
outstanding share certificates representing interests in the Target Fund will
represent only the right to receive such number of Acquiring Fund Shares after
the Closing as determined in accordance with paragraph 1.l.
1.5 If any request is made for a change of the registration of shares
of the Acquiring Fund to another person from the account of the stockholder in
which name the shares are registered in the records of the Target Fund, it shall
be a condition of such registration of shares that there be furnished to the
Acquiring Fund an instrument of transfer properly endorsed, accompanied by
appropriate signature guarantees and otherwise in proper form for transfer and
that the person requesting such registration shall pay to the Acquiring Fund any
transfer or other taxes required by reason of such registration or establish to
the reasonable satisfaction of the Acquiring Fund that such tax has been paid or
is not applicable.
1.6 Following the transfer of assets by the Target Fund to the
Acquiring Fund, the assumption of the Target Fund's Stated Liabilities by the
Acquiring Fund, and the distribution by the Target Fund of the Acquiring Fund
Shares received by it pursuant to paragraph 1.4, AIT shall terminate the
qualification, classification and registration of the Target Fund with all
appropriate federal and state agencies. Any reporting or other responsibility of
AIT is and shall remain the responsibility of AIT up to and including the date
on which the Target Fund is terminated and deregistered, subject to any
reporting or other obligations described in paragraph 4.8.
2. VALUATION
2.1 The value of the Target Fund's Fund Assets shall be the value of
those assets computed as of the time at which its net asset value is calculated
pursuant to the valuation procedures set forth in the Acquiring Fund's
then-current Prospectus and Statement of Additional Information on the business
day immediately preceding the Closing Date, or at such time on such earlier or
later date as may mutually be agreed upon in writing among the parties hereto
(such time and date being herein called the "Applicable Valuation Date").
2.2 The net asset value of each share of the Acquiring Fund shall be
the net asset value per share computed on the Applicable Valuation Date, using
the market valuation procedures set forth in the Acquiring Fund's then-current
Prospectus and Statement of Additional Information.
2.3 All computations of value contemplated by this Article 2 shall be
made by the Acquiring Fund's administrator in accordance with its regular
practice as pricing agent. The Acquiring Fund shall cause its administrator to
deliver a copy of its valuation report to AIT and to the Target Fund at the
Closing.
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<PAGE>
3. CLOSING(S) AND CLOSING DATE
3.l The Closing for the Reorganization shall occur on July __, 2000,
and/or on such other date(s) as may be mutually agreed upon in writing by the
parties hereto (each, a "Closing Date"). The Closing(s) shall be held at the
offices of the Acquiring Fund, 4455 E. Camelback Road, Suite 261E, Phoenix,
Arizona 85018 or at such other location as is mutually agreeable to the parties
hereto. All acts taking place at the Closing(s) shall be deemed to take place
simultaneously as of 10:00 a.m., local time on the Closing Date unless otherwise
provided.
3.2 The Acquiring Fund's custodian shall deliver at the Closing a
certificate of an authorized officer stating that: (a) the Fund Assets have been
delivered in proper form to the Acquiring Fund on the Closing Date and (b) all
necessary taxes including all applicable federal and state stock transfer
stamps, if any, have been paid, or provision for payment shall have been made,
by the Target Fund in conjunction with the delivery of portfolio securities.
3.3 Notwithstanding anything herein to the contrary, if on the
Applicable Valuation Date (a) the New York Stock Exchange shall be closed to
trading or trading thereon shall be restricted or (b) trading or the reporting
of trading on such exchange or elsewhere shall be disrupted so that, in the
judgment of AIT, accurate appraisal of the value of the net assets of the
Acquiring Fund or the Target Fund is impracticable, the Applicable Valuation
Date shall be postponed until the first business day after the day when trading
shall have been fully resumed without restriction or disruption and reporting
shall have been restored.
4. COVENANTS WITH RESPECT TO THE ACQUIRING FUND AND THE TARGET FUND
4.1 With respect to the Target Fund, AIT has called or will call a
meeting of Target Fund shareholders to consider and act upon this Agreement and
to take all other actions reasonably necessary to obtain the approval of the
transactions contemplated herein, including approval for the Target Fund's
liquidating distribution of Acquiring Fund Shares contemplated hereby, and for
AIT to terminate the Target Fund's qualification, classification and
registration if requisite approvals are obtained with respect to the Target
Fund. AIT, on behalf of the Target Fund, shall prepare the notice of meeting,
form of proxy and proxy statement (collectively, "Proxy Materials") to be used
in connection with that meeting. Those Proxy Materials will be included in the
Registration Statement (as defined in Section 5.1(c)) for the Acquiring Fund, as
filed by AST.
4.2 AIT, on behalf of the Target Fund, covenants that the Acquiring
Fund Shares to be issued hereunder are not being Target for the purpose of
making any distribution thereof, other than in accordance with the terms of this
Agreement.
4.3 AIT, on behalf of the Target Fund, will assist the Acquiring Fund
in obtaining such information as the Acquiring Fund reasonably requests
concerning the beneficial ownership of shares of the Target Fund.
4
<PAGE>
4.4 Subject to the provisions hereof, AST, on its own behalf and on
behalf of the Acquiring Fund, and AIT, on its own behalf and on behalf of the
Target Fund, will take, or cause to be taken, all actions, and do, or cause to
be done, all things reasonably necessary, proper or advisable to consummate and
make effective the transactions contemplated herein.
4.5 AIT, on behalf of the Target Fund, shall furnish to the Acquiring
Fund on the Closing Date, a final statement of the total amount of the Target
Fund's assets and liabilities as of the Closing Date.
4.6 As soon after the Closing Date as is reasonably practicable, AIT,
on behalf of the Target Fund: (a) shall prepare and file all federal and other
tax returns and reports of the Target Fund required by law to be filed with
respect to all periods ending on/or before the Closing Date but not theretofore
filed and (b) shall pay all federal and other taxes shown as due thereon and/or
all federal and other taxes that were unpaid as of the Closing Date.
4.7 Following the transfer of Fund Assets by the Target Fund to the
Acquiring Fund and the assumption of the Stated Liabilities of the Target Fund
in exchange for Acquiring Fund Shares as contemplated herein, AIT will file any
final regulatory reports, including but not limited to any Form N-SAR and Rule
24f-2 filings with respect to the Target Fund, promptly after the Closing Date
and also will take all other steps as are necessary and proper to effect the
termination or declassification of the Target Fund in accordance with the laws
of the State of Delaware and other applicable requirements.
5. REPRESENTATIONS AND WARRANTIES
5.1 AST, on behalf of the Acquiring Fund, represents and warrants to
the Target Fund as follows:
(a) AST was duly created pursuant to its Agreement and Declaration
of Trust by the Trustees for the purpose of acting as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and is validly existing under the laws of the State of Delaware, and the
Declaration of Trust directs the Trustees to manage the affairs of AST and
grants them all powers necessary or desirable to carry out such responsibility,
including administering AST's business as currently conducted by AIT and as
described in the current prospectuses of AST. AST is registered as an investment
company classified as an open-end management company, under the 1940 Act and its
registration with the SEC as an investment company is in full force and effect;
(b) The Registration Statement on Form N-1A filed by AST with the
Securities and Exchange Commission ("SEC"), including the preliminary prospectus
and statement of additional information of the Acquiring Fund (together, the
"Prospectus"), the conforms or will conform, at all times up to and including
the Closing Date, in all material respects to the applicable requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act and the
regulations thereunder and does not include or will not include any untrue
5
<PAGE>
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 misleading;
(c) The Registration Statement on Form N-14 filed by AST (the
"Registration Statement"), with the Securities and Exchange Commission ("SEC"),
including the combined proxy statement and prospectus of the Acquiring Fund,
conforms or will conform, at all times up to and including the Closing Date, in
all material respects to the applicable requirements of the Securities Act of
1933, as amended (the "1933 Act"), and the 1940 Act and the regulations
thereunder and does not include or 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 misleading.
(d) The Acquiring Fund is not in violation of, and the execution,
delivery and performance of this Agreement by AST for itself and on behalf of
the Acquiring Fund does not and will not (i) violate AST's Declaration of Trust
or By-Laws, or (ii) result in a breach or violation of, or constitute a default
under, any material agreement or material instrument, to which AIT is a party or
by which its properties or assets are bound;
(e) Except as previously disclosed in writing to the Target Fund,
no litigation or administrative proceeding or investigation of or before any
court or governmental body is presently pending or, to AST's knowledge,
threatened against AST or its business, the Acquiring Fund or any of its
properties or assets, which, if adversely determined, would materially and
adversely affect AST or the Acquiring Fund's financial condition or the conduct
of their business. AST knows of no facts that might form the basis for the
institution of any such proceeding or investigation, and the Acquiring Fund is
not a party to or subject to the provisions of any order, decree or judgment of
any court or governmental body which materially and adversely affects, or is
reasonably likely to materially and adversely affect, its business or its
ability to consummate the transactions contemplated herein;
(f) All issued and outstanding shares, including shares to be
issued in connection with the Reorganization, of the Acquiring Fund will, as of
the Closing Date, be duly authorized and validly issued and outstanding, fully
paid and nonassessable, the shares of each class of the Acquiring Fund issued
and outstanding before the Closing Date were offered and sold in compliance with
the applicable registration requirements, or exemptions therefrom, of the 1933
Act, and all applicable state securities laws, and the regulations thereunder,
and the Acquiring Fund does not have outstanding any option, warrants or other
rights to subscribe for or purchase any of its shares nor is there outstanding
any security convertible into any of its shares;
(g) The execution, delivery and performance of this Agreement on
behalf of the Acquiring Fund will have been duly authorized prior to the Closing
Date by all necessary action on the part of AST, the Trustees and the Acquiring
Fund, and this Agreement will constitute a valid and binding obligation of AST
and the Acquiring Fund enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium
6
<PAGE>
and other similar laws of general applicability relating to or affecting
creditors, rights and to general equity principles;
(h) On the effective date of the Registration Statement, at the
time of the meeting of the Target Fund shareholders and on the Closing Date, any
written information furnished by AST with respect to the Acquiring Fund for use
in the Proxy Materials, the Registration Statement or any other materials
provided in connection with the Reorganization does not and will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the information provided not misleading;
(i) No governmental consents, approvals, authorizations or filings
are required under the 1933 Act, the Securities Exchange Act of 1934 (the "1934
Act"), the 1940 Act or Delaware law for the execution of this Agreement by AST,
for itself and on behalf of the Acquiring Fund, or the performance of the
Agreement by AST for itself and on behalf of the Acquiring Fund, except for such
consents, approvals, authorizations and filings as have been made or received,
and except for such consents, approvals, authorizations and filings as may be
required after the Closing Date;
(j) Since the date of the most recent audited financial
statements, there has not been any material adverse change in the Acquiring
Fund's financial condition, assets, liabilities or business, other than changes
occurring in the ordinary course of business; or any incurrence by the Acquiring
Fund of indebtedness maturing more than one year from the date such indebtedness
was incurred, except as otherwise disclosed in writing to and accepted by the
Target Fund, prior to the Closing Date (for the purposes of this subparagraph
(i), neither a decline in the Acquiring Fund's net asset value per share nor a
decrease in the Acquiring Fund's size due to redemptions shall be deemed to
constitute a material adverse change); and
(k) All federal and other tax returns and reports of AST and the
Acquiring Fund required by law to be filed on or before the Closing Date shall
have been filed, and all taxes owed by AST or the Acquiring Fund shall have been
paid so far as due, and to the best of AST's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to any
such return.
5.2 AIT, on behalf of the Target Fund, represents and warrants to the
Acquiring Fund as follows:
(a) AIT was duly created pursuant to its Agreement and Declaration
of Trust by the Trustees for the purpose of acting as a management investment
company under the 1940 Act and is validly existing under the laws of the State
of Delaware, and the Agreement and Declaration of Trust directs the Trustees to
manage the affairs of AIT and grants them all powers necessary or desirable to
carry out such responsibility, including administering AIT's business as
currently conducted by AIT and as described in the current prospectuses of AIT.
AIT is registered as an investment company classified as an open-end management
company, under the 1940 Act and its registration with the SEC as an investment
company is in full force and effect;
7
<PAGE>
(b) All of the issued and outstanding shares of the Target Fund
have been offered and sold in compliance in all material respects with
applicable registration or notice requirements of the 1933 Act and state
securities laws; all issued and outstanding shares of each class of the Target
Fund are, and on the Closing Date will be, duly authorized and validly issued
and outstanding, and fully paid and non-assessable, and the Target Fund does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any of its shares, nor is there outstanding any security convertible
into any of its shares;
(c) The Target Fund is not in violation of, and the execution,
delivery and performance of this Agreement by AIT for itself and on behalf of
the Target Fund does not and will not (i) violate AIT's Agreement and
Declaration of Trust or By-Laws, or (ii) result in a breach or violation of, or
constitute a default under, any material agreement or material instrument to
which AIT is a party or by its properties or assets are bound;
(d) Except as previously disclosed in writing to the Acquiring
Fund, no litigation or administrative proceeding or investigation of or before
any court or governmental body is presently pending or, to AIT's knowledge,
threatened against the Target Fund or any of its properties or assets which, if
adversely determined, would materially and adversely affect the Target Fund's
financial condition or the conduct of its business, AIT knows of no facts that
might form the basis for the institution of any such proceeding or
investigation, and the Target Fund is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
that materially and adversely affects, or is reasonably likely to materially and
adversely affect, its business or its ability to consummate the transactions
contemplated herein;
(e) The Statement of Assets and Liabilities, Statements of
Operations and Statements of Changes in Net Assets of the Target Fund as of and
for the period ended October 31, 1999, audited by PricewaterhouseCoopers LLP
(copies of which have been or will be furnished to the Acquiring Fund) fairly
present, in all material respects, the Target Fund's financial condition as of
such date and its results of operations for such period in accordance with
generally accepted accounting principles consistently applied, and as of such
date there were no liabilities of the Target Fund (contingent or otherwise)
known to AIT that were not disclosed therein but that would be required to be
disclosed therein in accordance with generally accepted accounting principles;
(f) Since the date of the most recent audited financial
statements, 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, or any incurrence by the Target
Fund of indebtedness maturing more than one year from the date such indebtedness
was incurred, except as otherwise disclosed in writing to and accepted by the
Acquiring Fund, prior to the Closing Date (for the purposes of this subparagraph
(f), neither a decline in the Target Fund's net asset value per share nor a
decrease in the Target Fund's size due to redemptions shall be deemed to
constitute a material adverse change);
8
<PAGE>
(g) All federal and other tax returns and reports of AIT and the
Target Fund required by law to be filed on or before the Closing Date shall have
been filed, and all taxes owed by AIT or the Target Fund shall have been paid so
far as due, and to the best of AIT's knowledge, no such return is currently
under audit and no assessment has been asserted with respect to any such return;
(h) For each full and partial taxable year from its inception
through the Closing Date, the Target Fund has qualified as a separate regulated
investment company under the Code and has taken all necessary and required
actions to maintain such status;
(i) At the Closing Date, the Target Fund will have good and
marketable title to the Fund Assets and full right, power and authority to
assign, deliver and otherwise transfer such Fund Assets hereunder, and upon
delivery and payment for such Fund Assets as contemplated herein, the Acquiring
Fund will acquire good and marketable title thereto, subject to no restrictions
on the ownership or transfer thereof other than such restrictions as might arise
under the 1933 Act;
(j) The execution, delivery and performance of this Agreement on
behalf of the Target Fund will have been duly authorized prior to the Closing
Date by all necessary action on the part of AIT, the Trustees and the Target
Fund, and this Agreement will constitute a valid and binding obligation AIT and
the Target Fund enforceable 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;
(k) From the effective date of the Registration Statement, through
the time of the meeting of the Target Fund Investors, and on the Closing Date,
the Proxy Materials (exclusive of the portions of the Acquiring Fund's
Prospectus contained or incorporated by reference therein, and exclusive of any
written information furnished by AIT with respect to the Acquiring Fund): (i)
will comply in all material respects with the applicable provisions of the 1933
Act, the 1934 Act and the 1940 Act and the regulations thereunder and (ii) do
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
not misleading, and as of such dates and times, any written information
furnished by AIT, on behalf of the Target Fund, for use in the Registration
Statement or in any other manner that may be necessary in connection with the
transactions contemplated hereby does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the information
provided not misleading; and
(l) No governmental consents, approvals, authorizations or filings
are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for
the execution of this Agreement by AIT, for itself and on behalf of the Target
Fund, or the performance of the Agreement by AIT for itself and on behalf of the
Target Fund, except for such consents, approvals, authorizations and filings as
have been made or received, and except for such consents, approvals,
authorizations and filings as may be required subsequent to the Closing Date.
9
<PAGE>
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET FUND
The obligations of AIT to consummate the Reorganization with respect to
the Target Fund shall be subject to the performance by AST, for itself and on
behalf of the Acquiring Fund, of all the obligations to be performed by it
hereunder on or before the Closing Date and, in addition thereto, the following
conditions with respect to the Acquiring Fund:
6.1 All representations and warranties of AST with respect to the
Acquiring Fund contained herein 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 herein, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
6.2 AST, on behalf of the Acquiring Fund, shall have delivered to the
Target Fund at the Closing a certificate executed on behalf of the Acquiring
Fund by AST's President, Vice President, Assistant Vice President, Secretary or
Assistant Secretary in a form reasonably satisfactory to the Target Fund and
dated as of the Closing Date, to the effect that the representations and
warranties of AST with respect to the Acquiring Fund made herein are true and
correct at and as of the Closing Date, except as they may be affected by the
transactions contemplated herein, and as to such other matters as the Target
Fund shall reasonably request.
6.3 The Target Fund shall have received at the Closing a favorable
opinion of Paul, Hastings, Janofsky & Walker LLP, counsel to AST, dated as of
the Closing Date, in a form reasonably satisfactory to the Target Fund,
substantially to the effect that:
(a) AST 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;
(b) the Acquiring Fund is a separate portfolio of AST, which is a
business trust duly created pursuant to its Agreement and Declaration of Trust,
is legally existing and in good standing under the laws of the State of
Delaware, and the Agreement and Declaration of Trust directs the Trustees to
manage the affairs of AST and grants them all powers necessary or desirable to
carry out such responsibility, including administering AST's business as
described in the current prospectuses of AST;
(c) this Agreement has been duly authorized, executed and
delivered by AST on behalf of AST and the Acquiring Fund and, assuming due
authorization, execution and delivery of this Agreement on behalf of the Target
Fund, is a valid and binding obligation of AST, enforceable against AST 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;
(d) the Acquiring Fund Shares to be issued to the Target Fund and
then distributed to the Target Fund Investors 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 and
fully paid and non-assessable, and no shareholder of the Acquiring Fund has any
preemptive rights to subscription or purchase in respect thereof;
10
<PAGE>
(e) the Registration Statement has become effective with the SEC
and, to the best of 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;
(f) no consent, approval, authorization, filing or order of any
court or governmental authority of the United States or any state is required
for the consummation of the Reorganization with respect to the Acquiring Fund,
except for such consents, approvals, authorizations and filings as have been
made or received, and except for such consents, approvals, authorizations and
filings as may be required after the Closing Date; and
(g) to the best knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to AST or the Acquiring
Fund or any of their properties or assets and neither AST nor the Acquiring Fund
is a party to or subject to the provisions of any order, decree or judgment of
any court or governmental body that materially and adversely affects its
business.
6.4 As of the Closing Date, there shall have been no material change in
the investment objective, policies and restrictions nor any material change in
the investment management fees, fee levels payable pursuant to any 12b-1 plan of
distribution, other fees payable for services provided to the Acquiring Fund,
fee waiver or expense reimbursement undertakings, or sales loads of the
Acquiring Fund from those fee amounts, undertakings and sales load amounts
described in the prospectus of the Acquiring Fund delivered to the Target Fund
pursuant to paragraph 4.1 and in the Proxy Materials.
6.5 With respect to the Acquiring Fund, the Board of Trustees of AST
shall have determined that the Reorganization is in the best interests of the
Acquiring Fund and that the interests of any existing shareholders of the
Acquiring Fund would not be diluted as a result of the Reorganization.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND
The obligations of AST to consummate the Reorganization with respect to
the Acquiring Fund shall be subject to the performance by AIT of all the
obligations to be performed by it hereunder, with respect to the Target Fund, on
or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of AIT with respect to the
Target Fund contained herein 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.
7.2 AIT, on behalf of the Target Fund, shall have delivered to the
Acquiring Fund at the Closing a certificate executed on behalf of the Target
Fund, by AIT's President, Vice President, Assistant Vice President, Secretary or
Assistant Secretary, in form and substance satisfactory to the Acquiring Fund
11
<PAGE>
and dated as of the Closing Date, to the effect that the representations and
warranties of AIT with respect to the Target Fund made herein are true and
correct at and as of the Closing Date, except as they may be affected by the
transactions contemplated herein and as to such other matters as the Acquiring
Fund shall reasonably request.
7.3 Unless waived by the Acquiring Fund shall have received at the
Closing a favorable opinion from Paul, Hastings, Janofsky & Walker LLP, counsel
to AIT, dated as of the Closing Date, in a form reasonably satisfactory to the
Acquiring Fund, substantially to the effect that:
(a) AIT 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;
(b) the Target Fund is a separate portfolio of AIT, which is a
business trust duly created pursuant to its Agreement and Declaration of Trust,
is validly existing and in good standing under the laws of the State of
Delaware, and the Agreement and Declaration of Trust directs the Trustees to
manage the affairs of AIT and grants them all powers necessary or desirable to
carry out such responsibility, including administering AIT's business as
described in the current prospectuses of AIT;
(c) this Agreement has been duly authorized, executed and
delivered by AIT on behalf of AIT and the Target Fund and, assuming due
authorization, execution and delivery of this Agreement on behalf of the
Acquiring Fund, is a valid and binding obligation of AIT, enforceable against
AIT 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;
(d) no consent, approval, authorization, filing or order of any
court or governmental authority of the United Sates or any state is required for
the consummation of the Reorganization with respect to the Target Fund, except
for such consents, approvals, authorizations and filings as have been made or
received, and except for such consents, approvals, authorizations and filings as
may be required subsequent to the Closing Date; and
(e) to the best knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to AIT or the Target
Fund or any of their properties or assets and neither AIT nor the Target Fund is
a party to or subject to the provisions of any order, decree or judgment of any
court or governmental body that materially and adversely effects its business.
7.4 With respect to the Target Fund, the Board of Trustees of AIT shall
have determined that the Reorganization is in the best interests of the Target
Fund.
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8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE
TARGET FUND The obligations of the Acquiring Fund and of the Target Fund herein
are each subject to the further conditions that on or before the Closing Date
with respect to the Acquiring Fund and the Target Fund:
8.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Target Fund in accordance with the provisions of AIT's Agreement and
Declaration of Trust and the requirements of the 1940 Act, and certified copies
of the resolutions evidencing such approval shall have been delivered to the
Acquiring Fund.
8.2 On the Closing Date, no action, suit or other proceeding shall be
pending 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 any of the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders,
approvals and permits of federal, state and local regulatory authorities
(including, without limitation, those of the SEC and of state securities
authorities) deemed necessary by AST, on behalf of the Acquiring Fund, or AIT,
on behalf of the Target Fund, to permit consummation, in all material respects,
of the transactions contemplated herein shall have been obtained, except where
failure to obtain any such consent, order or permit would not, in the opinion of
the party asserting that the condition to closing has not been satisfied,
involve a risk of a material adverse effect on the assets or properties of the
Acquiring Fund or the Target Fund.
8.4 The Registration Statement shall have become effective under the
1933 Act, 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 contemplated under the 1933 Act.
8.5 The Target Fund shall have declared and paid a dividend or
dividends which, together with all previous such dividends, shall have the
effect of distributing to the Target Fund's shareholders substantially all of
the Target Fund's investment company taxable income for all taxable years ending
on or prior to the Closing Date (computed without regard to any deduction for
dividends paid) and substantially all of its net capital gain realized in all
taxable years ending on or prior to the Closing Date (after reduction for any
capital loss carryover).
8.6 AIT shall have received a favorable opinion from Paul, Hastings,
Janofsky & Walker LLP counsel to both the Acquiring Fund and the Target Fund
(and if deemed appropriate by that firm, based on customary representation
certificates from AST, AIT and the Target Fund) substantially to the effect
that, for federal income tax purposes:
(a) the transfer by the Target Fund of the Fund Assets in exchange
for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the
Stated Liabilities will constitute a "reorganization" within the meaning of
Section 368(a)(1) of the Code and the Acquiring Fund and the Target Fund each
are a "party to a reorganization" within the meaning of Section 368(b) of the
Code;
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<PAGE>
(b) no gain or loss will be recognized by the Acquiring Fund upon
the receipt of the Fund Assets solely in exchange for the Acquiring Fund Shares
and the assumption by the Acquiring Fund of the Stated Liabilities;
(c) no gain or loss will be recognized by the Target Fund upon the
transfer of the Fund Assets to the Acquiring Fund and the assumption by the
Acquiring Fund of the Stated Liabilities in exchange for the Acquiring Fund
Shares or upon the distribution (whether actual or constructive) of the
Acquiring Fund Shares to the Target Fund shareholders in exchange for their
shares of the Target Fund;
(d) no gain or loss will be recognized by the Target Fund
Investors upon the exchange of their Target Fund Shares for the Acquiring Fund
Shares;
(e) the aggregate tax basis for the Acquiring Fund Shares received
by each of the Target Fund Investors pursuant to the Reorganization will be the
same as the aggregate tax basis of the Target Fund shares held by such
shareholder immediately prior to the Reorganization, and the holding period of
the Acquiring Fund Shares to be received by each Target Fund Investors will
include the period during which the Target Fund shares exchanged therefor were
held by such shareholder (provided the Target Fund shares were held as capital
assets on the date of the Reorganization); and
(f) the tax basis of the Target Fund assets Target by the
Acquiring Fund will be same as the tax basis of such assets to the Target Fund
immediately prior to the Reorganization, and the holding period of the assets of
the Target Fund in the hands of the Acquiring Fund will include the period
during which those assets were held by the Target Fund.
9. EXPENSES
9.1 Except as may be otherwise provided herein, each of the Target Fund
and the Acquiring Fund shall be liable for its respective expenses incurred in
connection with entering into and carrying out the provisions of this Agreement,
whether or not the transactions contemplated hereby are consummated. The
expenses payable by the Target Fund hereunder shall include (i) fees and
expenses of its counsel and independent auditors incurred in connection with the
Reorganization; (ii) expenses associated with printing and mailing the
Prospectus/Proxy Statement and soliciting proxies in connection with the meeting
of shareholders of the Target Fund referred to in paragraph 4.1 hereof; (iii)
all fees and expenses related to the liquidation of the Target Fund; (iv) fees
and expenses of the Target Fund's custodian and transfer agent(s) incurred in
connection with the Reorganization; and (v) any special pricing fees associated
with the valuation of the Target Fund's portfolio on the Applicable Valuation
Date. Van Deventer & Hoch, the investment adviser to the Target Fund, has agreed
to reimburse the Target Fund for the expenses listed in items (i), (ii), (iii)
(iv) and (v) above. The expenses payable by the Acquiring Fund hereunder shall
include (i) fees and expenses of its counsel and independent auditors incurred
in connection with the Reorganization; (ii) expenses associated with preparing
this Agreement and preparing and filing the Registration Statement under the
1933 Act; (iii) registration or qualification fees and expenses of preparing and
14
<PAGE>
filing such forms, if any, as are necessary under applicable state securities
laws to qualify the Acquiring Fund Shares to be issued in connection with the
Reorganization; (iv) any fees and expenses of the Acquiring Fund's custodian and
transfer agent(s) incurred in connection with the Reorganization; and (v) any
special pricing fees associated with the valuation of the Acquiring Fund's
portfolio on the Applicable Valuation Date. Van Deventer & Hoch, the investment
adviser to the Acquiring Fund, has agreed to reimburse the Acquiring Fund for
the expenses listed in items (i), (ii), (iii), (iv) and (v) above.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 This Agreement constitutes the entire agreement between the
parties and supersedes any prior or contemporaneous understanding or arrangement
with respect to the subject matter hereof.
10.2 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 herein.
11. TERMINATION
11.1 This Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time before the Closing by the mutual written
consent of the Acquiring Fund and the Target Fund.
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of AIT,
acting on behalf of the Target Fund and AST, acting on behalf of the Acquiring
Fund; provided, however, that following the meeting of the shareholders of the
Target Fund, no such amendment may have the effect of changing the provisions
for determining the number of shares of the Acquiring Fund to be to the Target
Fund Investors under this Agreement to the detriment of such Target Fund
Investors, or otherwise materially and adversely affecting the Target Fund,
without the Target Fund obtaining the Target Fund Investors' further approval
except that nothing in this paragraph 12 shall be construed to prohibit the
Acquiring Fund and the Target Fund from amending this Agreement to change the
Closing Date or Applicable Valuation Date by mutual agreement.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy, certified mail or overnight express courier addressed to:
15
<PAGE>
For AST, on behalf of itself and the Acquiring Fund:
Advisors Series Trust
4455 E. Camelback Road, Suite 261E
Phoenix, Arizona 85018
Attention: Robert H. Wadsworth
With a copy to:
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California St., 29th Floor
San Francisco, California 94104
For AIT, on behalf of itself and the Target Fund:
Allegiance Investment Trust
c/o Van Deventer & Hoch
800 North Brand Boulevard, Suite 300
Glendale, California 91203
Attention: Richard A. Snyders,
President and Chief Executive Officer
With a copy to:
David A. Hearth, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California St., 29th Floor
San Francisco, California 94104
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
14.1 The article and paragraph headings contained herein are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. All references herein to Articles, paragraphs,
subparagraphs or Exhibits shall be construed as referring to Articles,
paragraphs or subparagraphs hereof or Exhibits hereto, respectively. Whenever
the terms "hereto", "hereunder", "herein" or "hereof" are used in this
Agreement, they shall be construed as referring to this entire Agreement, rather
than to any individual Article, paragraph, subparagraph or sentence.
16
<PAGE>
14.2 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
14.3 This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
14.4 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
17
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed by its authorized officer.
AST and Acquiring Fund:
----------------------
Advisors Series Trust,
for itself and on behalf of
Van Deventer & Hoch
American Value Fund
By:
----------------------
Eric M. Banhazl
President
AIT and Target Fund:
-------------------
Allegiance Investment Trust,
for itself and on behalf of
the Allegiance
American Value Fund
By:
----------------------
Richard A. Snyders
President and Chairman of the Board
of Trustees
Van Deventer & Hoch,
for purposes of Section 9.1 only
By:
----------------------
Richard A. Snyders
Chief Executive Officer
18
<PAGE>
PROXY CARD
ALLEGIANCE INVESTMENT TRUST - AMERICAN VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
JUNE __, 2000
The undersigned hereby appoints each of Richard A. Snyders and Charles L. Bock,
as proxy, with the power to appoint his substitute, and hereby authorizes him to
represent and to vote, as designated below, all shares of the American Value
Fund (the "Fund"), a series of the Allegiance Investment Trust (the "Trust"),
held of record by the undersigned on May __, 2000 or any adjournment thereof.
You are encouraged to specify your choices by marking the appropriate boxes
BELOW. If you do not mark any boxes, your Proxy will be voted in accordance with
the Board of Trustees' recommendations. Please sign, date and return this card.
The Board of Trustees recommends a vote FOR the proposals.
Please mark your votes as in this example. [X]
Proposal For Against Abstain
1. Proposal to approve a reorganization of the [ ] [ ] [ ]
Allegiance American Value Fund providing for (i)
the transfer of substantially all of the assets
and liabilities of the Allegiance American Value
Fund to the Van Deventer & Hoch American Value
Fund, a series of the Advisors Series Trust, in
exchange for shares of the New Fund (the "New Fund
Shares") of identical number and value, (ii) the
pro rata distribution of those New Fund Shares to
the shareholders of the Allegiance American Value
Fund in full redemption of those shareholders'
shares in the Allegiance American Value Fund, and
(iii) the immediate liquidation and termination of
the Allegiance American Value Fund, all as
described in the accompanying Proxy Statement.
2. To transact such other business as may properly [ ] [ ] [ ]
come before the Special Meeting, or any
adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
FOR Proposal 1. By signing and dating the lower portion of this Proxy Card, you
authorize the proxies to vote the Proposal as marked, or if not marked to vote
FOR the Proposal, and to take their discretion to vote any other matter as may
properly come before the Special Meeting. If you do not intend to personally
attend the Special Meeting, please complete and mail this Proxy Card at one in
the enclosed envelope.
--------------------------------------------------------------------------------
------------------------------------- ------------------------------------
Signature Date Signature Date
--------------------------------------------------------------------------------
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS YOUR SHAREHOLDER NAME OR NAMES APPEAR ON
THE ACCOUNT. THIS WILL AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED. WHERE
SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS
SIGNING AS EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD SO INDICATE.
--------------------------------------------------------------------------------
<PAGE>
-----------------------------------------
PART B
STATEMENT OF ADDITIONAL INFORMATION
FOR THE REORGANIZATION OF
ALLEGIANCE INVESTMENT TRUST
AMERICAN VALUE FUND
INTO
ADVISORS SERIES TRUST
VAN DEVENTER & HOCH AMERICAN VALUE FUND
-----------------------------------------
<PAGE>
THE ADVISORS SERIES TRUST
----------
4455E East Camelback Road, Suite 261E
Phoenix, Arizona 85018
(602) 952-1100
----------
STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE __, 2000
FOR REGISTRATION STATEMENT ON FORM N-14
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the preliminary Combined Proxy Statement and
Prospectus dated ________, 2000, which has been filed by Advisors Series Trust
(the "Trust"), on behalf of a new series of the Trust - the Van Deventer & Hoch
American Value Fund (the "New Fund") in connection with a Special Meeting of
Shareholders of the American Value Fund (the "AIT Fund"), a series of Allegiance
Investment Trust ("AIT") that has been called to vote on an Agreement and Plan
of Reorganization (and the transactions contemplated thereby).
Copies of the Combined Proxy Statement and Prospectus may be obtained
at no charge by writing to the Trust at the address indicated above or by
calling (602) 952-1100. Unless otherwise indicated, capitalized terms used
herein and not otherwise defined have the same meanings as are given to them in
the Combined Proxy Statement and Prospectus. Further information about the New
Fund and the Trust, the AIT Fund and AIT, is contained in the AIT Fund's
Prospectus dated March 1, 2000, the New Fund's Preliminary Prospectus dated
______, 2000, and the Annual Report of the AIT Fund for the fiscal year ended
October 31, 1999. The AIT Fund's Statement of Additional Information dated March
1, 2000, and the New Fund's Preliminary Statement of Additional Information
dated ________, 2000, are incorporated by reference in this Statement of
Additional Information and are available without charge by calling the Trust at
(602) 952-1100.
<PAGE>
TABLE OF CONTENTS
Page
----
General Information ...................................................... B-2
GENERAL INFORMATION
The Board of Trustees of AIT called a shareholder meeting (the
"Shareholder Meeting") to allow shareholders to consider and vote on the
proposed Reorganization of the AIT Fund. That Board of Trustees (including a
majority of the independent trustees, meaning those trustees who are not
"interested" persons under the Investment Company Act of 1940, as amended (the
"Investment Company Act")) approved the Reorganization at a meeting held on
March 13, 2000, subject to the approval of the AIT Fund's shareholders.
At the Shareholder Meeting, the shareholders of the AIT Fund will be
asked to approve the proposed Reorganization of the AIT Fund into the New Fund.
The Reorganization will include the transfer of all of the assets and
liabilities of the AIT Fund to the New Fund. All remaining AIT Fund shareholders
will receive New Fund Shares in exchange. The AIT Fund will then be terminated
and liquidated.
The net asset value per share of the New Fund and the number of shares
owned by each New Fund shareholder immediately after the Reorganization will be
identical to the net asset value per share of the AIT Fund and identical to the
number of shares owned by each AIT Fund shareholder immediately before the
Reorganization.
Van Deventer & Hoch (the "Adviser") currently serves as the investment
adviser of the AIT Fund and will also serve as the adviser to the New Fund. The
New Fund will have an identical investment objective and identical strategies
and policies as the AIT Fund. The AIT Fund's investment objective is long-term
growth of capital and above average current income with investments primarily in
the equity securities of U.S. companies. The AIT Fund seeks to achieve its
investment objective by investing primarily in the equity securities of seasoned
U.S. companies that the Adviser believes are undervalued relative to their
assets and potential earnings and dividends.
Investments in the New Fund will be subject to identical risks as
investments are currently subject to in the AIT Fund. The purchase and
redemption arrangements of the New Fund will be identical to the current
purchase and redemption arrangements of the AIT Fund. The New Fund will have the
identical distribution arrangements as the AIT Fund. The only material
difference between the AIT Fund and the New Fund will be the higher expenses
expected for the New Fund.
The Adviser and the Board of Trustees believe that the proposed
Reorganization is in the best interests of the AIT Fund and its shareholders,
and that the interests of existing shareholders of the AIT Fund will not be
diluted as a result of the proposed Reorganization.
The Adviser will pay the costs of the Reorganization, the Shareholder
Meeting and solicitation of proxies, including the cost of copying, printing and
mailing proxy materials. In addition to solicitations by mail, the Adviser and
the Board also may solicit proxies, without special compensation, by telephone,
facsimile or otherwise.
B-2
<PAGE>
-----------------------------------------
PART C
ADVISORS SERIES TRUST
OTHER INFORMATION
-----------------------------------------
<PAGE>
ADVISORS SERIES TRUST
----------
FORM N-14
----------
PART C
----------
ITEM 15. INDEMNIFICATION
Article VI of Registrant's By-Laws states as follows:
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.
Section 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed: (a) in the case of conduct in his official
capacity as a Trustee of the Trust, that his conduct was in the Trust's best
interests, and (b) in all other cases, that his conduct was at least not opposed
to the Trust's best interests, and (c) in the case of a criminal proceeding,
that he had no reasonable cause to believe the conduct of that person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of this
Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.
Section 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action by or in the right of this Trust to procure a
judgment in its favor by reason of the fact that that person is or was an agent
of this Trust, against expenses actually and reasonably incurred by that person
in connection with the defense or settlement of that action if that person acted
in good faith, in a manner that person believed to be in the best interests of
this Trust and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances.
Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision
to the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust. No indemnification shall be made under
Sections 2 or 3 of this Article: (a) In respect of any claim, issue, or matter
as to which that person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the person's official capacity; or (b) In
respect of any claim, issue or matter as to which that person shall have been
adjudged to be liable in the performance of that person's duty to this Trust,
unless and only to the extent that the court in which that action was brought
C-2
<PAGE>
shall determine upon application that in view of all the circumstances of the
case, that person was not liable by reason of the disabling conduct set forth in
the preceding paragraph and is fairly and reasonably entitled to indemnity for
the expenses which the court shall determine; or (c) of amounts paid in settling
or otherwise disposing of a threatened or pending action, with or without court
approval, or of expenses incurred in defending a threatened or pending action
which is settled or otherwise disposed of without court approval, unless the
required approval set forth in Section 6 of this Article is obtained.
Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this Trust has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article or in defense of any claim, issue
or matter therein, before the court or other body before whom the proceeding was
brought, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith, provided that the Board of
Trustees, including a majority who are disinterested, non-party Trustees, also
determines that based upon a review of the facts, the agent was not liable by
reason of the disabling conduct referred to in Section 4 of this Article.
Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by: (a) A majority vote of a quorum
consisting of Trustees who are not parties to the proceeding and are not
interested persons of the Trust (as defined in the Investment Company Act of
1940); or (b) A written opinion by an independent legal counsel.
Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i)security for the undertaking; or (ii) the existence
of insurance protecting the Trust against losses arising by reason of any lawful
advances; or (iii) a determination by a majority of a quorum of Trustees who are
not parties to the proceeding and are not interested persons of the Trust, or by
an independent legal counsel in a written opinion, based on a review of readily
available facts that there is reason to believe that the agent ultimately will
be found entitled to indemnification. Determinations and authorizations of
payments under this Section must be made in the manner specified in Section 6 of
this Article for determining that the indemnification is permissible.
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.
Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 5 or 6 in any circumstances
where it appears: (a) that it would be inconsistent with a provision of the
Agreement and Declaration of Trust of the Trust, a resolution of the
shareholders, or an agreement in effect at the time of accrual of the alleged
cause of action asserted in the proceeding in which the expenses were incurred
or other amounts were paid which prohibits or otherwise limits indemnification;
or (b) that it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.
C-3
<PAGE>
Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.
ITEM 16. EXHIBITS.
1. Agreement and Declaration of Trust (1)
2. By-laws, as amended. (1)
3. Not Applicable.
4. Form of Agreement and Plan of Reorganization (filed herewith as Exhibit A
to Combined Prospectus and Proxy Statement).
5. Specimen share certificate. (3)
6. Investment Advisory Agreement (4)
7. Distribution Agreement. (4)
8. Not Applicable.
9. Custody Agreement. (4)
10. Share Marketing Plan (Rule 12b-1 Plan). (4)
11. Opinion of Counsel regarding legality of issuance of shares and other
matters. (5)
12. Opinion of Counsel on tax matters. (5)
13. (a) Administrative Services Agreement with Van Deventer & Hoch (4)
(b) Subadministration Agreement with Investment Company Administration,
LLC. (4)
14. Independent Auditors Consent of PricewaterhouseCoopers LLP (4)
15. Not Applicable.
16. Power of Attorney (4)
17. Not Applicable
----------
(1) Previously filed with the Registration Statement on Form N-1A (File No.
333-17391) on December 6, 1996, and incorporated herein by this reference.
(2) Previously filed with Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 333-17391) on January 29, 1997, and
incorporated herein by this reference.
(3) Previously filed with Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 333-17391) on February 28, 1997, and
incorporated herein by this reference.
(4) Filed herewith.
(5) To be filed by amendment.
C-4
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus which is
a part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form. (b) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (a) 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 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
C-5
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this registration statement
has been signed on behalf of the Registrant, in the City of Phoenix and State of
Arizona, on the 2nd day of June, 2000.
ADVISORS SERIES TRUST
/s/ Eric M. Banhazl*
-----------------------------
Eric M. Banhazl
President
As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated:.
SIGNATURE TITLE DATE
--------- ----- ----
Eric M. Banhazl* President, Principal June 2, 2000
------------------------ Financial and Accounting
Eric M. Banhazl Officer, Trustee
Walter E. Auch, Sr. * Trustee June 2, 2000
------------------------
Walter E. Auch, Sr.
Donald E. O'Connor* Trustee June 2, 2000
------------------------
Donald E. O'Connor
George T. Wofford III* Trustee June 2, 2000
------------------------
George T. Wofford III
*By: /s/ Robert H. Wadsworth
----------------------------------------
Robert H. Wadsworth, Attorney-in-Fact
Pursuant to Power of Attorney
as previously filed
C-6
<PAGE>
SEC File No. 333- _____
ADVISORS SERIES TRUST
FORM N-14
EXHIBIT INDEX
Number Exhibit
------ -------
6 Investment Advisory Agreement
7 Distribution Agreement
9 Custodian Agreement
10 Share Marketing Plan (Rule 12b-1 Plan)
13(a) Administration Agreement with Van Deventer & Hoch
13(b) Subadministration Agreement with Investment Company
Administration LLC
14 Independent Auditors' Consent - PricewaterhouseCoopers LLP
16 Power of Attorney
