As filed with the Securities and Exchange Commission
on August 18, 1998
Registration Nos. 333-44193
811-08605
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
-----
Post-Effective Amendment No. 3 [X]
------
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 5
---
(Check appropriate box or boxes.)
PBHG ADVISOR FUNDS, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
825 Duportail Road
Wayne, PA 19087
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, Including Area Code (610) 647-4100
Harold J. Baxter
825 Duportail Road
Wayne, Pennsylvania 19087
(Name and Address of Agent For Service)
Copies to:
William H. Rheiner, Esq. John M. Zerr, Esq.
Ballard Spahr Andrews & Ingersoll, LLP Pilgrim Baxter & Associates, Ltd.
1735 Market Street, 51st Floor 825 Duportail Road
Philadelphia, PA 19103-7599 Wayne, PA 19087
(215) 864-8600 (610) 578-1206
<PAGE>
Approximate Date of Proposed Public Offering: As soon as practicable after
effective date of this Filing.
It is proposed that this filing will become effective (check appropriate box)
___ immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on (date) pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
X on November 2, 1998 pursuant to paragraph (a)(2) of rule 485
- ---
If appropriate, check the following box:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities being registered: Common Stock
<PAGE>
PBHG ADVISOR FUNDS, INC.
CROSS REFERENCE SHEET
(as required by Rule 495)
PART A
<TABLE>
Item No. Location in Prospectus
- -------- ----------------------
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Summary; Expense Summary
3. Condensed Financial Information Performance Advertising
4. General Description of Registrant Investment Objectives and Policies;
General Investment Policies and
Strategies; Risk Factors; Investment
Limitations; General Information -- The
Company; Appendix-Glossary of
Permitted Investments
5. Management of the Fund General Information -- Directors of the
Company; General Information -- The
Advisor; General Information -- Value
Investors; General Information --
Analytic; General Information --
Wellington Management; General
Information -- The Administrator and the
Sub-Administrator; General
Information -- The Transfer Agent;
General Information -- Shareholder
Servicing Agents; General Information --
The Distributor
5A. Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other Securities Taxes; General Information -- Voting
Rights; General Information -- Dividends
and Distributions
7. Purchase of Securities Being Offered How to Purchase Fund Shares;
Shareholder Services; Determination of
Net Asset Value
8. Redemption or Repurchase How to Redeem Fund Shares;
Shareholder Services; Determination of
Net Asset Value
9. Pending Legal Proceedings Not Applicable
</TABLE>
1
<PAGE>
<TABLE>
<S> <C> <C>
PART B
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History The Company
13. Investment Objectives and Policies Description of Permitted Investments;
Investment Limitations; Description of
Shares; Appendix - Ratings of Securities
14. Management of the Fund Directors and Officers of the Company;
The Administrator and Sub-Administrator
15. Control Persons and Principal Holders 5% and 25% Shareholders; Directors
of Securities and Officers of the Company
16. Investment Advisory and Other The Adviser; The Sub-Advisers; The
Services Administrator and Sub-Administrator;
The Distributor
17. Brokerage Allocation and Other Portfolio Transactions
Practices
18. Capital Stock and Other Securities Description of Shares
19. Purchase, Redemption and Pricing of Purchase and Redemption of Shares;
Securities Being Offered Determination of Net Asset Value
20. Tax Status Taxes
21. Underwriters The Distributor
22. Calculation of Performance Data Computation of Yield; Calculation of
Total Return
23. Financial Statements Financial Statements
</TABLE>
2
<PAGE>
PART C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of the Registration Statement.
3
<PAGE>
PBHG ADVISOR FUNDS, INC.
PROSPECTUS DATED OCTOBER ___, 1998
PBHG Advisor Funds, Inc. (the "Company") is a mutual fund that offers a
convenient and economical means of investing in professionally managed
portfolios of securities. This Prospectus offers Class A and Class B shares of
each of the following portfolios (each a "PBHG Advisor Fund" or "Fund," and
together, the "PBHG Advisor Funds" or "Funds"):
<TABLE>
<S> <C>
o PBHG ADVISOR VALUE FUNDS PBHG ADVISOR FIXED INCOME FUNDS
o PBHG ADVISOR CORE VALUE FUND o PBHG ADVISOR MASTER FIXED INCOME FUND
o PBHG ADVISOR DEFENSIVE EQUITY FUND o PBHG ADVISOR SHORT-TERM GOVERNMENT FUND
o PBHG ADVISOR ENHANCED EQUITY FUND
PBHG ADVISOR GROWTH FUNDS PBHG ADVISOR MONEY MARKET FUNDS
o PBHG ADVISOR BLUE CHIP GROWTH FUND o PBHG ADVISOR CASH RESERVES FUND
o PBHG ADVISOR LARGE CAP CONCENTRATED FUND
o PBHG ADVISOR NEW OPPORTUNITIES FUND
PBHG ADVISOR SECTOR FUNDS
o PBHG ADVISOR FINANCIAL SERVICES FUND
o PBHG ADVISOR GLOBAL TECHNOLOGY & COMMUNICATIONS FUND
o PBHG ADVISOR HEALTH CARE FUND
</TABLE>
This Prospectus sets forth the information about the Company, the PBHG Advisor
Funds and the Class A and Class B shares that a prospective investor should know
before investing. Investors are advised to read this Prospectus and retain it
for future reference. A Statement of Additional Information dated October ____,
1998, which contains important information has been filed with the Securities
and Exchange Commission and is available upon request and without charge by
calling 1-888-800-2685. The Securities and Exchange Commission maintains a Web
site (http://www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference and other information regarding the Company
and other registrants that file electronically with the Securities and Exchange
Commission. The Statement of Additional Information is incorporated by reference
into this Prospectus.
AN INVESTMENT IN THE PBHG ADVISOR CASH RESERVES FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT ANY MONEY
MARKET FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Mutual fund shares are not deposits or obligations of, nor guaranteed by,
any depository institution. Mutual fund shares also are not insured by the
FDIC, the Federal Reserve Board, or any other agency and are subject to
investment risk, including the possible loss of principal.
SUBJECT TO COMPLETION
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
2
<PAGE>
TABLE OF CONTENTS
Page
----
SUMMARY ....................................................................3
THE COMPANY AND THE FUNDS.................................................. 15
INVESTMENT OBJECTIVE AND POLICIES.......................................... 15
GENERAL INVESTMENT POLICIES AND STRATEGIES................................. 26
RISK FACTORS............................................................... 30
INVESTMENT LIMITATIONS..................................................... 39
HOW TO PURCHASE FUND SHARES................................................ 40
SHAREHOLDER SERVICES....................................................... 48
HOW TO REDEEM FUND SHARES.................................................. 52
DETERMINATION OF NET ASSET VALUE........................................... 59
PERFORMANCE ADVERTISING.................................................... 59
RELATED PERFORMANCE........................................................ 60
TAXES...................................................................... 63
GENERAL INFORMATION........................................................ 65
SUMMARY
The Company is an open-end management investment company which provides
a convenient way to invest in professionally managed portfolios of securities.
This Prospectus provides basic information about the 12 separate series
currently offered by the Company: the PBHG Advisor Core Value Fund, the PBHG
Advisor Defensive Equity Fund, the PBHG Advisor Enhanced Equity Fund, the PBHG
Advisor Blue Chip Growth Fund, the PBHG Advisor Large Cap Concentrated Fund, the
PBHG Advisor New Opportunities Fund, the PBHG Advisor Financial Services Fund,
the PBHG Advisor Global Technology & Communications Fund, the PBHG Advisor
Health Care Fund, the PBHG Advisor Master Fixed
3
<PAGE>
Income Fund, the PBHG Advisor Short-Term Government Fund, and the PBHG Advisor
Cash Reserves Fund. Each Fund has three classes of shares (Class A, Class B and
Class I). Class A and Class B shares of each Fund, which are described below,
are offered by this Prospectus. Except for the PBHG Advisor Large Cap
Concentrated Fund, which is classified as a non-diversified investment company,
each PBHG Advisor Fund is classified as a diversified investment company.
Who are the Adviser and the sub-advisers? Pilgrim Baxter & Associates,
Ltd. (the "Adviser") serves as the investment adviser to each PBHG Advisor Fund.
Pilgrim Baxter Value Investors, Inc. ("Value Investors"), a wholly-owned
subsidiary of the Adviser, serves as the sub-adviser to the PBHG Advisor Core
Value Fund and the PBHG Advisor Financial Services Fund. Wellington Management
Company, LLP ("Wellington Management") serves as the sub-adviser to the PBHG
Advisor Cash Reserves Fund. Pilgrim Baxter Analytic Investors, Inc. ("Analytic
Investors"), a wholly-owned subsidiary of the Adviser, serves as sub-adviser
to the PBHG Advisor Enhanced Equity Fund, the PBHG Advisor Defensive Equity
Fund, the PBHG Advisor Master Fixed Income Fund, and the PBHG Advisor Short-Term
Government Fund. See "The Adviser," "Value Investors," "Analytic Investors," and
"Wellington Management" under the caption "General Information."
Who are the Administrator and Sub-Administrator? PBHG Fund Services
(the "Administrator"), a wholly owned subsidiary of the Adviser, serves as the
administrator for the Company, and SEI Investments Mutual Funds Services (the
"Sub-Administrator") serves as sub-administrator for the Company. See "General
Information - The Administrator and Sub-Administrator."
Who are the Transfer Agent and shareholder servicing agents? DST
Systems, Inc. serves as the transfer agent and dividend disbursing agent (the
"Transfer Agent") of the Company. The Administrator serves as shareholder
servicing agent of the Company. UAM Shareholder Service Center, Inc. ("UAM
SSC"), an affiliate of the Adviser, provides services to the Company pursuant to
a sub-shareholder servicing agreement between the Administrator and UAM SSC. The
Company may also pay amounts to certain third parties that provide sub-transfer
agency and other administrative services relating to the Company to persons who
beneficially own interests in the Company. See "General Information - The
Transfer Agent" and "General Information - Shareholder Servicing Agents."
Who is the Distributor? PBHG Fund Distributors (the "Distributor"), a
wholly owned subsidiary of the Adviser, provides the Company with distribution
services. See "General Information - The Distributor."
How Can I Purchase Shares? Purchases are made through your investment
dealer or selected financial institutions. Purchases may be made on any day on
which the New York Stock Exchange ("NYSE") is open for business ("Business
Day"). Shares of the PBHG Advisor Cash Reserves Fund cannot be purchased by
Federal Reserve wire on federal holidays restricting wire transfers. A purchase
order will be effective as of the Business Day received by the Company if the
Company receives sufficient information to execute the order and receive payment
by check or readily available funds prior to 2:00 p.m. Eastern time for the PBHG
4
<PAGE>
Advisor Cash Reserves Fund and 4:00 p.m. Eastern time for each of the other PBHG
Advisor Funds. This Prospectus offers Class A and Class B shares of each PBHG
Advisor Fund. Class A and Class B shares bear sales charges in different forms
and amounts and each class has different levels of expenses.
Class A Shares. Class A shares of the PBHG Advisor Cash Reserves Fund
are sold without an initial sales charge and are not subject to a contingent
deferred sales charge. Class A shares of all other PBHG Advisor Funds are
typically sold with an initial sales charge but are not subject to a contingent
deferred sales charge. However, certain Class A share purchases are not subject
to an initial sales charge. For example, Class A share purchases greater than $1
million are not subject to an initial sales charge, but would be subject to a
contingent deferred sales charge if these Class A shares were redeemed within 12
months of purchase. Class A shares of every PBHG Advisor Fund pay a 12b-1
distribution fee at the annual rate of 0.25% of the average daily net assets of
the Fund's Class A shares. See "How to Purchase Fund Shares - Class A Shares"
and "How to Redeem Fund Shares Contingent Deferred Sales Charge Program for
Large Purchases."
Class B Shares. Class B shares of the PBHG Advisor Cash Reserves Fund
can be purchased only in an exchange and are not available for direct purchase.
Class B shares of all other PBHG Advisor Funds are sold without an initial sales
charge, but are subject to a contingent deferred sales charge of up to 5% if
redeemed within six years. Class B shares of every PBHG Advisor Fund pay a 12b-1
distribution plan fee at the annual rate of 1.00% of the average daily net
assets of the Fund's Class B shares. Class B shares of every PBHG Advisor Fund
will automatically convert into Class A shares, based on relative net asset
value, eight years after the end of the calendar month in which the order to
purchase the Class B shares was accepted. When compared to Class A shares, Class
B shares provide the benefit of putting all invested funds to work from the time
the investment is made. However, the Class B shares pay a higher 12b-1
distribution plan fee than Class A shares. As a result, until converted into
Class A shares, Class B shares will have a higher expense ratio and pay lower
dividends than Class A shares. See "Class B Shares" under the caption "How to
Purchase Fund Shares."
Which Arrangement is Best for You? Deciding which class of shares
provides a more suitable investment for you depends on a number of factors,
including the amount and intended length of your investment. If your investment
qualifies for a reduced sales charge, you might consider Class A shares. If you
would prefer not to pay an initial sales charge, you might consider Class B
shares. Orders for Class B shares for $250,000 or more will be treated as orders
for Class A shares or will be declined. For more information about these sales
arrangements, consult your investment professional. Investment professionals may
receive different compensation depending on which class of shares they sell.
Shares may only be exchanged for shares of the same class of another PBHG
Advisor Fund offered for sale by this Prospectus. See "Shareholder Services -
Exchange Privileges."
Is There a Minimum Investment? Class A and Class B shares of each PBHG
Advisor Fund require a minimum initial investment of $2,500 for regular
accounts, $2,000 for
5
<PAGE>
traditional and Roth IRAs and $500 for Education IRAs. However, a minimum
initial investment of only $500 would be required for both regular accounts and
IRAs if an investor establishes a Systematic Investment Plan with a minimum
investment of $25 per month at the same time that the initial investment is
made. See "Shareholder Services - Systematic Investment Plan."
How Do I Redeem Shares? Redemptions may be made on any Business Day.
Redemption orders placed prior to 2:00 p.m. Eastern time for the PBHG Advisor
Cash Reserves Fund and 4:00 p.m. Eastern time for each of the other PBHG Advisor
Funds on any Business Day will be effective that day. The redemption price for
shares is the net asset value per share determined as of the end of the day the
order is effective less any applicable contingent deferred sales charge. See
"How to Redeem Fund Shares - Class B Shares" and "How to Redeem Fund Shares -
Contingent Deferred Sales Charge Program for Large Purchases."
EXPENSE SUMMARY
Shareholder Transaction Expenses (Class A Shares)
<TABLE>
<CAPTION>
Maximum
Maximum Sales Load Maximum Redemption
Sales Load Imposed on Deferred Sales Fees (as a
Imposed on Reinvested Loads (as a percentage of
Purchases (as Dividends (as percentage of amount
a percentage a percentage original redeemed, if
of offering of offering purchase applicable) Exchange
price) price) price)(1) (2) Fees
------------- ------------- -------------- ------------- --------
<S> <C> <C> <C> <C> <C>
PBHG Advisor Core 5.75% None None None None
Value Fund
PBHG Advisor 5.75% None None None None
Defensive Equity Fund
PBHG Advisor 5.75% None None None None
Enhanced Equity Fund
PBHG Advisor 5.75% None None None None
Blue Chip Growth Fund
PBHG Advisor 5.75% None None None None
Large Cap Concentrated Fund
PBHG Advisor New 5.75% None None None None
Opportunities Fund
PBHG Advisor 5.75% None None None None
Financial Services Fund
PBHG Advisor Global 5.75% None None None None
Technology &
Communications Fund
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Maximum
Maximum Sales Load Maximum Redemption
Sales Load Imposed on Deferred Sales Fees (as a
Imposed on Reinvested Loads (as a percentage of
Purchases (as Dividends (as percentage of amount
a percentage a percentage original redeemed, if
of offering of offering purchase applicable) Exchange
price) price) price)(1) (2) Fees
------------- ------------- -------------- ------------- --------
<S> <C> <C> <C> <C> <C>
PBHG Advisor 5.75% None None None None
Health Care Fund
PBHG Advisor 4.75% None None None None
Master Fixed Income Fund
PBHG Advisor 1.50% None None None None
Short-Term Government Fund
PBHG Advisor None None None None None
Cash Reserves Fund
</TABLE>
(1) A contingent deferred sales charge of up to 1% applies to purchases of $1
million or more of Class A shares that are redeemed within 12 months of the
date of purchase. See "How to Redeem Fund Shares-Contingent Deferred Sales
Charge Program for Large Purchases."
(2) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder. A charge of $12.00 may be imposed annually on accounts that
fall below the minimum account size as a result of shareholder redemptions.
See "How to Redeem Fund Shares Minimum Account Size" for the minimum
account size of each PBHG Advisor Fund.
Annual Operating Expenses (Class A Shares)
(as a percentage of average net assets after applicable fee waivers and expense
reimbursements)
7
<PAGE>
<TABLE>
<CAPTION>
Other Total Operating
Advisory Expenses (net of Expenses (net of fee
Fees (net of expense waivers and expense
fee waivers, 12b-1 reimbursements, reimbursements, if
if any)(1) Fees(2) if any) (1)(3) any) (1)(3)
------------ ------- ---------------- --------------------
<S> <C> <C> <C> <C>
PBHG Advisor Core Value Fund 0.00% 0.25% 1.16% 1.41%
PBHG Advisor Defensive Equity Fund 0.22% 0.25% 0.94% 1.41%
PBHG Advisor Enhanced Equity Fund 0.00% 0.25% 1.16% 1.41%
PBHG Advisor Blue Chip Growth Fund 0.00% 0.25% 1.16% 1.41%
PBHG Advisor Large Cap 0.40% 0.25% 1.01% 1.66%
Concentrated Fund
PBHG Advisor New Opportunities Fund 0.10% 0.25% 1.21% 1.56%
PBHG Advisor Financial Services Fund 0.20% 0.25% 1.21% 1.66%
PBHG Advisor Global Technology 0.20% 0.25% 1.21% 1.66%
& Communications Fund
PBHG Advisor Health Care Fund 0.20% 0.25% 1.21% 1.66%
PBHG Advisor Master Fixed 0.00% 0.25% 1.01% 1.26%
Income Fund
PBHG Advisor Short-Term 0.00% 0.25% 0.86% 1.11%
Government Fund
PBHG Advisor Cash Reserves Fund 0.00% 0.25% 0.86% 1.11%
</TABLE>
- ------------
(1) Because the PBHG Advisor Sector Funds had not yet commenced operations
prior to the date of this Prospectus, "Other Expenses" are based on
estimated amounts, net of any expense reimbursement. Because the PBHG
Advisor Value Funds, the PBHG Advisor Growth Funds, the PBHG Advisor Sector
Funds, the PBHG Advisor Fixed Income Funds and the PBHG Advisor Money
Market Funds have been in existence for less than six months, "Other
Expenses" are based on estimated amounts for the current fiscal year.
Absent any fee waiver or expense reimbursement arrangement, "Advisory
Fees," "12b-1 Fees," "Other Expenses" and "Total Operating Expenses,"
respectively, as a percentage of average net assets of each Fund are as
follows:
8
<PAGE>
<TABLE>
<CAPTION>
Total
Advisory 12b-1 Other Operating
Fees Fees Expenses Expenses
-------- ----- -------- ---------
<S> <C> <C> <C> <C>
PBHG Advisor Core Value Fund 0.60% 0.25% 1.21% 2.06%
PBHG Advisor Defensive Equity Fund 0.60% 0.25% 0.94% 1.79%
PBHG Advisor Enhanced Equity Fund 0.60% 0.25% 1.27% 2.12%
PBHG Advisor Blue Chip Growth Fund 0.60% 0.25% 1.27% 2.12%
PBHG Advisor Large Cap Concentrated Fund 0.85% 0.25% 1.02% 2.12%
PBHG Advisor New Opportunities Fund 0.75% 0.25% 1.21% 2.21%
PBHG Advisor Financial Services Fund 0.85% 0.25% 1.21% 2.31%
PBHG Advisor Global Technology
& Communications Fund 0.85% 0.25% 1.21% 2.31%
PBHG Advisor Health Care Fund 0.85% 0.25% 1.21% 2.31%
PBHG Advisor Master Fixed Income Fund 0.45% 0.25% 1.82% 2.52%
PBHG Advisor Short-Term Government Fund 0.30% 0.25% 1.82% 2.37%
PBHG Advisor Cash Reserves Fund 0.30% 0.25% 1.52% 2.07%
</TABLE>
(2) As a result of the 12b-1 fees, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by the
National Association of Securities Dealers, Inc.
(3) The Adviser has agreed to waive or limit its Advisory Fees or assume Other
Expenses in an amount that operates to limit the aggregate annual total of
certain operating expenses of each Fund as follows: 0.82% of the PBHG
Advisor Core Value Fund, the PBHG Advisor Defensive Equity Fund, the PBHG
Advisor Enhanced Equity Fund and the PBHG Advisor Blue Chip Growth Fund;
1.07% of the PBHG Advisor Large Cap Concentrated Fund, the PBHG Advisor
Financial Services Fund, the PBHG Advisor Global Technology &
Communications Fund and the PBHG Advisor Health Care Fund; 0.97% of the
PBHG Advisor New Opportunities Fund; 0.67% of the PBHG Advisor Master Fixed
Income Fund; and 0.52% of the PBHG Advisor Short-Term Government Fund and
the PBHG Advisor Cash Reserves Fund. The expenses subject to such
limitation are those which are not specifically allocated to a class of
shares of a Fund under the Company's multiple class plan (the "Rule 18f-3
Plan") including, but not limited to, investment advisory fees of the
Adviser, but excluding: (i) interest, taxes, brokerage commissions, and
other expenditures which are capitalized in accordance with generally
accepted accounting principles; (ii) expenses specifically allocated to a
class of shares of a Fund under the Rule 18f-3 Plan, such as Rule 12b-1
expenses and transfer agency fees; and (iii) other extraordinary expenses
not incurred in the ordinary course of a Fund's business. The fee
waiver/expense reimbursement arrangement for each Fund is expected to
remain in effect for the current fiscal year. Each waiver of Advisory Fees
or assumption of Other Expenses by the Adviser is subject to a possible
reimbursement by each Fund in future years if such reimbursement can be
made within the foregoing annual expense limits.
Example An investor in Class A shares of a PBHG Advisor Fund would pay the
following expenses on a $1,000 investment assuming (1) 5% annual return,
and (2) redemption at the end of each period.
1 Year 3 Years
------ -------
PBHG Advisor Core Value Fund $71 $100
PBHG Advisor Defensive Equity Fund $71 $100
PBHG Advisor Enhanced Equity Fund $71 $100
PBHG Advisor Blue Chip Growth Fund $71 $100
PBHG Advisor Large Cap Concentrated Fund $73 $107
PBHG Advisor New Opportunities Fund $72 $104
PBHG Advisor Financial Services Fund $73 $107
9
<PAGE>
PBHG Advisor Global Technology & Communications Fund $73 $107
PBHG Advisor Health Care Fund $73 $107
PBHG Advisor Master Fixed Income Fund $60 $86
PBHG Advisor Short-Term Government Fund $26 $50
PBHG Advisor Cash Reserves Fund $11 $35
The example is based upon Total Operating Expenses for the PBHG Advisor Funds as
set forth in the tables above. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. The purpose of this table is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class A shares of each PBHG Advisor Fund. See "General
Information - The Adviser" and "General Information - The Administrator and
Sub-Administrator."
Shareholder Transaction Expenses (Class B Shares)
<TABLE>
<CAPTION>
Maximum
Maximum Sales Load Redemption
Sales Load Imposed on Maximum Fees (as a
Imposed on Reinvested Deferred Sales percentage of
Purchases (as Dividends (as Loads (as a amount
a percentage a percentage percentage of redeemed, if
of offering of offering original applicable) Exchange
price) price) purchase price) (1) Fees
------------- ------------- --------------- ------------- --------
<S> <C> <C> <C> <C> <C>
PBHG Advisor Core None None 5.00% None None
Value Fund
PBHG Advisor None None 5.00% None None
Defensive Equity Fund
PBHG Advisor Enhanced None None 5.00% None None
Equity Fund
PBHG Advisor Blue None None 5.00% None None
Chip Growth Fund
PBHG Advisor None None 5.00% None None
10
<PAGE>
Large Cap
Concentrated Fund
PBHG Advisor New None None 5.00% None None
Opportunities Fund
PBHG Advisor None None 5.00% None None
Financial Services Fund
PBHG Advisor Global None None 5.00% None None
Technology &
Communications Fund
PBHG Advisor Health None None 5.00% None None
Care Fund
PBHG Advisor Master None None 5.00% None None
Fixed Income Fund
PBHG Advisor Short- None None 5.00% None None
Term Government Fund
PBHG Advisor Cash None None 5.00% None None
Reserves Fund
</TABLE>
- ----------
(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder. A charge of $12.00 may be imposed annually on accounts that
fall below the minimum account size as a result of shareholder redemptions.
See "How to Redeem Fund Shares Minimum Account Size" for the minimum
account size of each PBHG Advisor Fund.
Annual Operating Expenses (Class B Shares)
(as a percentage of average net assets after applicable fee waivers and expense
reimbursements)
<TABLE>
<CAPTION>
Advisory Other Total Operating
Fees (net Expenses (net of Expenses (net of fee
of fee expense waivers and expense
waivers, if 12b-1 reimbursements, reimbursements, if
any) (1) Fees (2) if any) (1)(3) any)(1)(3)
----------- -------- ---------------- --------------------
<S> <C> <C> <C> <C>
PBHG Advisor Core Value Fund 0.00% 1.00% 1.16% 2.16%
PBHG Advisor Defensive Equity 0.22% 1.00% 0.94% 2.16%
Fund
PBHG Advisor Enhanced Equity 0.00% 1.00% 1.16% 2.16%
Fund
PBHG Advisor Blue Chip Growth 0.00% 1.00% 1.16% 2.16%
Fund
PBHG Advisor Large Cap 0.40% 1.00% 1.01% 2.41%
Concentrated Fund
PBHG Advisor New Opportunities 0.10% 1.00% 1.21% 2.31%
Fund
PBHG Advisor Financial Services 0.20% 1.00% 1.21% 2.41%
Fund
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Advisory Other Total Operating
Fees (net Expenses (net of Expenses (net of fee
of fee expense waivers and expense
waivers, if 12b-1 reimbursements, reimbursements, if
any) (1) Fees (2) if any) (1)(3) any)(1)(3)
----------- -------- ---------------- --------------------
<S> <C> <C> <C> <C>
PBHG Advisor Global Technology 0.20% 1.00% 1.21% 2.41%
& Communications Fund
PBHG Advisor Health Care Fund 0.20% 1.00% 1.21% 2.41%
PBHG Advisor Master Fixed 0.00% 1.00% 1.01% 2.01%
Income Fund
PBHG Advisor Short-Term 0.00% 1.00% 0.86% 1.86%
Government Fund
PBHG Advisor Cash Reserves 0.00% 1.00% 0.86% 1.86%
Fund
</TABLE>
- --------------
(1) Because the PBHG Advisor Funds had not yet commenced operations prior to
the date of this Prospectus, "Other Expenses" are based on estimated
amounts, net of any expense reimbursement. Because the PBHG Advisor Value
Funds, the PBHG Advisor Growth Funds, the PBHG Advisor Sector Funds, the
PBHG Advisor Fixed Income Funds and the PBHG Advisor Money Market Funds
have been in existence for less than six months, "Other Expenses" are based
on estimated amounts for the current fiscal year. Absent any fee waiver or
expense reimbursement arrangement, "Advisory Fees," "Other Expenses" and
"Total Operating Expenses," respectively, as a percentage of average net
assets of each Fund are as follows:
<TABLE>
<CAPTION>
Total
Advisory 12b-1 Other Operating
Fees Fees Expenses Expenses
-------- ----- -------- ---------
<S> <C> <C> <C> <C>
PBHG Advisor Core Value Fund 0.60% 1.00% 1.21% 2.81%
PBHG Advisor Defensive Equity Fund 0.60% 1.00% 0.94% 2.54%
PBHG Advisor Enhanced Equity Fund 0.60% 1.00% 1.27% 2.87%
PBHG Advisor Blue Chip Growth Fund 0.60% 1.00% 1.27% 2.87%
PBHG Advisor Large Cap Concentrated Fund 0.85% 1.00% 1.02% 2.87%
PBHG Advisor New Opportunities Fund 0.75% 1.00% 1.21% 2.96%
PBHG Advisor Financial Services Fund 0.85% 1.00% 1.21% 3.06%
12
<PAGE>
PBHG Advisor Global Technology
& Communications Fund 0.85% 1.00% 1.21% 3.06%
PBHG Advisor Health Care Fund 0.85% 1.00% 1.21% 3.06%
PBHG Advisor Master Fixed Income Fund 0.45% 1.00% 1.82% 3.27%
PBHG Advisor Short-Term Government Fund 0.30% 1.00% 1.82% 3.12%
PBHG Advisor Cash Reserves Fund 0.30% 1.00% 1.52% 2.82%
</TABLE>
(2) As a result of the 12b-1 fees, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by the
National Association of Securities Dealers, Inc.
(3) The Adviser has agreed to waive or limit its Advisory Fees or assume Other
Expenses in an amount that operates to limit the aggregate annual total of
certain operating expenses of each Fund as follows: 0.82% of the PBHG
Advisor Core Value Fund, the PBHG Advisor Defensive Equity Fund, the PBHG
Advisor Enhanced Equity Fund and the PBHG Advisor Blue Chip Growth Fund;
1.07% of the PBHG Advisor Large Cap Concentrated Fund, the PBHG Advisor
Financial Services Fund, the PBHG Advisor Global Technology &
Communications Fund and the PBHG Advisor Health Care Fund; 0.97% of the
PBHG Advisor New Opportunities Fund; 0.67% of the PBHG Advisor Master Fixed
Income Fund; and 0.52% of the PBHG Advisor Short-Term Government Fund and
the PBHG Advisor Cash Reserves Fund. The expenses subject to such
limitation are those which are not specifically allocated to a class of
shares of a Fund under the Company's multiple class plan (the "Rule 18f-3
Plan") including, but not limited to, investment advisory fees of the
Adviser, but excluding: (i) interest, taxes, brokerage commissions, and
other expenditures which are capitalized in accordance with generally
accepted accounting principles; (ii) expenses specifically allocated to a
class of shares of a Fund under the Rule 18f-3 Plan, such as Rule 12b-1
expenses and transfer agency fees; and (iii) other extraordinary expenses
not incurred in the ordinary course of a Fund's business. The fee
waiver/expense reimbursement arrangement for each Fund is expected to
remain in effect for the current fiscal year. Each waiver of Advisory Fees
or assumption of Other Expenses by the Adviser is subject to a possible
reimbursement by each Fund in future years if such reimbursement can be
made within the foregoing annual expense limits.
Example An investor in Class B shares of a PBHG Advisor Fund would pay the
following expenses on a $1,000 investment assuming (1) 5% annual return,
and (2) redemption at the end of each period.
<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
PBHG Advisor Core Value Fund $73 $100
PBHG Advisor Defensive Equity Fund $73 $100
PBHG Advisor Enhanced Equity Fund $73 $100
PBHG Advisor Blue Chip Growth Fund $73 $100
PBHG Advisor Large Cap Concentrated Fund $76 $108
PBHG Advisor New Opportunities Fund $75 $105
PBHG Advisor Financial Services Fund $76 $108
PBHG Advisor Global Technology & Communications Fund $76 $108
PBHG Advisor Health Care Fund $76 $108
13
<PAGE>
PBHG Advisor Master Fixed Income Fund $72 $96
PBHG Advisor Short-Term Government Fund $70 $91
PBHG Advisor Cash Reserves Fund $70 $91
</TABLE>
You would pay the following expenses on the same investment, assuming no
redemption:
<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
PBHG Advisor Core Value Fund $22 $68
PBHG Advisor Defensive Equity Fund $22 $68
PBHG Advisor Enhanced Equity Fund $22 $68
PBHG Advisor Blue Chip Growth Fund $22 $68
PBHG Advisor Large Cap Concentrated Fund $24 $75
PBHG Advisor New Opportunities Fund $23 $72
PBHG Advisor Financial Services Fund $24 $75
PBHG Advisor Global Technology & Communications Fund $24 $75
PBHG Advisor Health Care Fund $24 $75
PBHG Advisor Master Fixed Income Fund $20 $63
PBHG Advisor Short-Term Government Fund $19 $58
PBHG Advisor Cash Reserves Fund $19 $58
</TABLE>
The example is based upon Total Operating Expenses for the PBHG Advisor Funds as
set forth in the tables above. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. The purpose of this table is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class B shares of each PBHG Advisor Fund. The amount shown
in the table as "Other Expenses" is based on estimated amounts for the current
fiscal year. See "General Information - The Adviser" and "General Information -
The Administrator and Sub-Administrator."
14
<PAGE>
THE COMPANY AND THE FUNDS
The Company is an open-end management investment company that offers by means of
this Prospectus Class A and Class B shares in 12 separate series:
<TABLE>
<CAPTION>
PBHG ADVISOR VALUE FUNDS PBHG ADVISOR FIXED INCOME FUNDS
<S> <C>
o PBHG ADVISOR CORE VALUE FUND o PBHG ADVISOR MASTER FIXED INCOME FUND
o PBHG ADVISOR DEFENSIVE EQUITY FUND o PBHG ADVISOR SHORT-TERM GOVERNMENT FUND
o PBHG ADVISOR ENHANCED EQUITY FUND
PBHG ADVISOR GROWTH FUNDS PBHG ADVISOR MONEY MARKET FUNDS
o PBHG ADVISOR BLUE CHIP GROWTH FUND o PBHG ADVISOR CASH RESERVES FUND
o PBHG ADVISOR LARGE CAP CONCENTRATED FUND
o PBHG ADVISOR NEW OPPORTUNITIES FUND
PBHG ADVISOR SECTOR FUNDS
o PBHG ADVISOR FINANCIAL SERVICES FUND
o PBHG ADVISOR GLOBAL TECHNOLOGY & COMMUNICATIONS FUND
o PBHG ADVISOR HEALTH CARE FUND
</TABLE>
Each share of each PBHG Advisor Fund represents an undivided interest in that
Fund. Each Fund's shares are currently divided into three classes of shares
(Class A, Class B and Class I) having different sales related and shareholder
servicing expenses and such other preferences and special or relative rights and
privileges as the Board of Directors determines. This Prospectus offers Class A
and Class B shares of each Fund. Additional information pertaining to the
Company may be obtained in writing from the PBHG Advisor Funds, P.O. Box 419229,
Kansas City, Missouri 64141-6229, or by calling 1-888-800-2685.
INVESTMENT OBJECTIVE AND POLICIES
The following sections describe the investment objective and primary investment
policies of each of the twelve series of PBHG Advisor Funds offered by this
Prospectus. For additional information see "Portfolio Turnover," "Temporary
Defensive Positions," and "Common Investment Policies" under the caption
"General Investment Policies and Strategies," "Risk Factors," and "Glossary of
Permitted Investments."
15
<PAGE>
PBHG ADVISOR VALUE FUNDS
PBHG Advisor Core Value Fund
The PBHG Advisor Core Value Fund, a diversified portfolio, seeks to achieve
above-average total return over a market cycle of three to five years,
consistent with reasonable risk, by investing in common stocks and other Equity
Securities of large, medium, and small companies which are considered to be
relatively undervalued based on certain proprietary measures of value. "Equity
Securities" as used in this Prospectus include common stocks, preferred stocks,
warrants and securities convertible into or exchangeable for common or preferred
stocks.
In selecting investments for the PBHG Advisor Core Value Fund, the Adviser and
Value Investors emphasize fundamental investment value and consider the
following factors, among others, in identifying and analyzing a security's
fundamental value and capital appreciation potential: the relationship of a
company's potential earnings power to its current stock price; current dividend
income and the potential for dividend growth; low price/earnings ratio relative
to other similar companies; strong competitive advantages, including a
recognized brand or trade name or niche market position; sufficient resources
for expansion; capability of management; and favorable overall business
prospects. The Fund may invest in securities of companies that are considered to
be financially sound and attractive investments based on their operating
history, but which may be experiencing temporary earnings declines due to
adverse economic conditions that may be company or industry specific or due to
unfavorable publicity. The Fund may invest in such companies when the Adviser
and Value Investors believe that those companies will react positively to
changing economic conditions or that such companies have taken or are expected
to take actions designed to improve their financial fundamentals or to otherwise
increase the market price of their securities. The use of a valuation approach
may result in investment selections that may be out-of-favor or counter to those
of other investors. However, such an approach may also produce significant
capital appreciation.
Under normal market conditions, the PBHG Advisor Core Value Fund will invest at
least 65% of its total assets in Equity Securities of undervalued issuers,
which are traded in the United States or Canada on a registered securities
exchange or established over-the-counter market.
PBHG Advisor Defensive Equity Fund
The PBHG Advisor Defensive Equity Fund, a diversified portfolio, seeks to
obtain a greater long-term total return and smaller fluctuations in quarterly
total return from a diversified, hedged common stock portfolio than would be
realized from the same portfolio unhedged.
The Fund seeks to achieve its investment objective by investing primarily in
dividend paying common stocks on which options are traded on national securities
exchanges and in securities convertible into common stocks, by selling covered
call options and secured put options and by
16
<PAGE>
entering into closing purchase transactions with respect to certain of such
options. The Fund may also hedge its portfolio securities by purchasing put and
call options on its portfolio securities, purchasing put and selling call
options on the same securities, and engaging in transactions in stock index and
interest rate futures, stock index options, and options on stock index and
interest rate futures. The Fund's strategy is to create a well diversified and
significantly hedged portfolio using combined stock and option and fixed income
and option positions. Typically, the Fund remains diversified across all
industries represented in the Standard & Poor's 500 Index with similar industry
weightings.
Total return will be obtained from the following sources:
o premiums from expired options.
o net profits, if any, from closing purchase or closing sale transactions.
o dividends received on the securities in the Fund's portfolio.
o net realized capital gains, if any.
o net changes in unrealized capital appreciation, if any.
o interest income from money market instruments, U.S. Government
securities, convertible securities, and short sales.
In seeking a greater long-term total return, the PBHG Advisor Defensive Equity
Fund will equally emphasize current return and long-term capital gains. Since
opportunities to realize net gains from covered option writing programs and
yields on stocks, money market instruments, U.S. Government securities
convertible debt securities, and short sales vary from time to time because of
general economic and market conditions and many other factors, it is anticipated
that the Fund's total return will fluctuate and therefore there can be no
assurance that the Fund will be able to achieve its investment objective.
Except as described below, at least 65% of the PBHG Advisor Defensive Equity
Fund's total assets, and at least 80% of the Fund's total assets (taken at
current value) excluding cash, cash equivalents and U.S. Government securities,
will be invested in dividend paying common stocks which have been approved by
one or more exchanges as underlying securities for listed call or put options,
or securities which are convertible into such common stocks without the payment
of further consideration. The Fund may invest its cash reserves in securities of
the U.S. Government and its agencies or the following cash equivalents: deposits
in domestic banks, bankers' acceptances, certificates or deposit, commercial
paper, or securities of registered investment companies. Commercial paper
investments will be limited to investment grade issues, rated A-1 or A-2 by
Standard & Poor's Corporation, or Prime 1 or Prime 2 by Moody's Investors
Service, Inc. The Fund may also enter into short-term repurchase agreements with
respect to the foregoing securities, the sellers of which, usually banks, agree
to repurchase the securities subject to the agreement at the Fund's cost plus
interest within a specified time, usually one day.
17
<PAGE>
The Fund may invest in the securities of other investment companies. Investments
in the securities of other investment companies are intended to (i) provide an
investment vehicle for the Fund's cash reserves that the Fund does not want to
commit to riskier investments, (ii) facilitate investment strategies in which
highgrade collateral is required, or (iii) facilitate investment strategies by
acquiring investments in portfolios of securities more diversified or with
specialized characteristics that could not be efficiently acquired directly.
The PBHG Advisor Defensive Equity Fund will not engage in transactions in
futures contracts or related options for speculation but only as a hedge against
changes resulting from market conditions in the values of its securities or
securities which it intends to purchase. The Fund will not enter into any stock
index or financial futures contract or related option if, immediately
thereafter, more than one-third of the Fund's net assets would be represented by
futures contracts or related options. In addition, the Fund may not purchase or
sell futures contracts or purchase or sell related options if, immediately
thereafter, the sum of the amount of margin deposits on its existing futures and
related options positions and premiums paid for related options would exceed 5%
of the market value of the Fund's total assets. In instances involving the
purchase of futures contracts or related call options, money market instruments
equal to the market value of the futures contract or related option will be
deposited in a segregated account with the custodian or broker to collateralize
such long positions and thereby insure that the use of such futures contracts or
related options is unleveraged.
The Fund's sale of futures contracts and purchase of put options on futures
contracts will be solely to protect its investments against declines in value.
The Fund expects that in the normal course it will purchase securities upon
termination of long futures contracts and long call options on futures contracts
most of the time, but under unusual market conditions it may terminate any of
such positions without a corresponding purchase of securities.
PBHG Advisor Enhanced Equity Fund
The PBHG Advisor Enhanced Equity Fund, a diversified portfolio, seeks above
average total returns through investments in Equity Securities. For this
purpose, "above average total returns" means returns above the average long-term
total returns of other mutual funds with similar investment policies and risk
characteristics. The Fund seeks to achieve its objective by investing primarily
in a diversified equity portfolio consisting of publicly traded Equity
Securities of U.S. domiciled corporations and options and futures that relate to
such securities.
While the Fund may invest in stocks of any market capitalization, it is
anticipated that the average capitalization of the Fund's stocks will be typical
of medium to large companies (typically $15 billion or higher). Under normal
market conditions, the PBHG Advisor Enhanced Equity Fund will invest at least
65% of its total assets in Equity Securities of U.S. domiciled corporations
PBHG ADVISOR GROWTH FUNDS
18
<PAGE>
PBHG Advisor Blue Chip Growth Fund
The PBHG Advisor Blue Chip Growth Fund, a diversified portfolio, seeks long-term
growth of capital by investing primarily in Equity Securities of well-known and
established companies, both domestic and foreign. The Adviser normally will
invest at least 65% of the Fund's net assets in Equity Securities of "blue chip"
companies, i.e., companies which have leading market positions in their
respective industries and strong financial characteristics, as determined by the
Adviser. The Adviser defines blue chip companies to include those in the
Standard & Poor's 500 Composite Stock Price Index ("S&P 500") or the Dow Jones
Industrial Average, or which have a market capitalization of at least $4
billion if not included in either index. Within this 65% policy, the Adviser may
also include Equity Securities of companies that demonstrate the potential to
become blue chip companies in the future.
Blue chip companies typically have a large number of publicly held shares and a
high trading volume, resulting in a high degree of liquidity. These tend to be
quality companies with strong management organizations.
When choosing the PBHG Advisor Blue Chip Growth Fund's domestic or foreign
investments, the Adviser will seek companies that it expects will demonstrate
greater long-term earnings growth than the average company included in the S&P
500. This method of selecting stocks is based on the belief that growth in a
company's earnings will eventually translate into growth in the price of its
stock. The Adviser looks at strong market sectors and then identifies those
companies that offer the most attractive values based upon earnings prospects.
The Fund's sector emphasis may shift based on changes in the sector's earnings
outlook.
Portfolio candidates for the PBHG Advisor Blue Chip Growth Fund can be
identified as companies that typically possess any of the following
characteristics and which, in the Adviser's opinion, exhibit high earnings
growth relative to their current valuation measures:
Market Leadership
o Superior potential for growth relative to other companies in the same
industry
o Proprietary technology with the potential to bring about major changes
within an industry
o Leading sales or market share within an industry
Financial Leadership
o Superior earnings growth rates or earnings growth prospects relative to
industry peers
o Higher profitability characteristics (e.g., higher profit margins and
returns on equity) than comparable industry competitors
19
<PAGE>
o Stronger balance sheet characteristics (e.g., low debt levels) relative
to industry competitors
PBHG Advisor Large Cap Concentrated Fund
The PBHG Advisor Large Cap Concentrated Fund, a non-diversified portfolio, seeks
long-term growth of capital. The Fund will normally invest at least 65% of its
total assets in securities of large capitalization companies. The Fund will
normally be substantially invested in Equity Securities (including ADRs and
foreign equity securities). The Fund may invest in convertible debt securities
but only if such securities are rated investment grade by an NRSRO (i.e., within
one of the four highest rating categories). The Adviser will consider a broad
range of industries in choosing investments for the Fund.
Under normal market conditions, the PBHG Advisor Large Cap Concentrated Fund
will invest substantially all of its assets in Equity Securities of a limited
number (i.e., no more than 20 issuers) of large capitalization companies that,
in the Adviser's opinion, have a strong earnings growth outlook and potential
for capital appreciation. Such large companies have market capitalization in
excess of $1 billion. Because the Fund focuses on Equity Securities of a small
number of companies, the impact of a change in value of a single stock holding
may be magnified.
The PBHG Advisor Large Cap Concentrated Fund may invest up to 10% of its net
assets in restricted securities and securities of foreign issuers traded outside
the United States and Canada. The Fund may also invest up to 15% of its net
assets in illiquid securities, but will not invest more than 5% of its net
assets in restricted securities that the Adviser determines are illiquid based
on guidelines approved by the Board of Directors of the Company.
Although the Fund is classified as a non-diversified investment company under
the 1940 Act, the Fund intends to conduct its operations so as to qualify as a
"regulated investment company" for purposes of the Code which requires that, at
the end of each quarter of the taxable year, (i) at least 50% of the market
value of the Fund's total assets be invested in cash, U.S. Government
securities, the securities of other regulated investment companies, and other
securities, with such other securities of any one issuer limited for the
purposes of this calculation to an amount not greater than 5% of the value of
the Fund's total assets, and (ii) not more than 25% of the value of its total
assets be invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated investment
companies).
PBHG Advisor New Opportunities Fund
The PBHG Advisor New Opportunities Fund, a diversified portfolio, seeks
long-term capital appreciation. The Fund seeks to achieve its objective by
investing principally in Equity Securities of companies in sectors of the
economy which the Adviser believes possess above average
20
<PAGE>
long-term growth potential. As a result of the Fund's long-term investment
strategy, it is possible that the Fund's total return over certain periods may
be less than that of other equity investment vehicles.
The PBHG Advisor New Opportunities Fund will generally invest in companies which
the Adviser identifies as offering the best prospects for long-term growth
within a particular sector. The Fund invests primarily in common stocks, but may
also purchase other Equity Securities and debt securities if the Adviser
believes they would help achieve the Fund's objective of capital appreciation.
The Fund may also hold a portion of its assets in cash or money market
instruments.
The sectors of the economy which offer above average growth potential will
change over time. At present, the Adviser has identified the following sectors
of the economy, and examples of industries within these sectors, as having an
above average growth potential over the next three to five years:
Personal Communications - long distance telephone, competitive local exchange
carriers, cellular telephone, paging, personal communication networks;
Media/Entertainment - cable television system operators, cable television
network programmers, film entertainment providers, theme park operators, radio
and television stations, billboard advertisers;
Medical Technology/Cost-Containment - home and outpatient care, medical device
companies, biotechnology, health care information services, physician practice
management, managed care providers;
Environmental Services - solid waste disposal, hazardous waste disposal,
remediation services, environmental testing;
Energy Related Services - contract drilling services;
Applied/Advanced Technology - database software, application software,
entertainment software, networking software, computer system integrators,
information services, semiconductors, manufacturing technology;
Personal Financial Services - specialty insurance companies, credit card
issuers, and other consumer-oriented financial services companies; and
Value-oriented Consuming - retailers, restaurants, hotel chains, casino
operators, travel companies, consumer franchise companies and other consumer
product or service companies able to provide quality products or service at
lower prices or offering greater perceived value than competitors.
21
<PAGE>
In addition, the PBHG Advisor New Opportunities Fund may also invest a portion
of its assets in securities of companies that, although not in any of the
sectors described above, are expected to experience above average growth.
The sectors described above represent the Adviser's current judgment of the
sectors of the economy which offer the most attractive growth opportunities. The
PBHG Advisor New Opportunities Fund will not necessarily be invested in each of
these market sectors at all times. Such sectors are likely to change over time
and may include a variety of industries. Subject to the Fund's restrictions, the
Fund may invest up to one-half of its assets in any one particular sector.
The PBHG Advisor New Opportunities Fund seeks to invest in companies that offer
above average growth prospects in their particular sector of the economy,
without regard to the company's size. Companies in the Fund's portfolio will
range from small, rapidly growing companies to larger, well-established firms.
The PBHG Advisor New Opportunities Fund will normally emphasize investments in
particular economic sectors. Although the Fund will not invest 25% or more of
its total assets in any one industry, the Fund's emphasis on particular sectors
of the economy may make the value of the Fund's shares more susceptible to any
single economic, political or regulatory development than the shares of an
investment company which is more widely diversified. As a result, the value of
the Fund's shares may fluctuate more than the shares of a more diversified
investment company.
PBHG ADVISOR SECTOR FUNDS
PBHG Advisor Financial Services Fund
The Financial Services Fund, a diversified portfolio, seeks long-term growth of
capital. The Fund pursues its investment objective by concentrating its
investments in Equity Securities of companies providing financial services to
consumers and industry. Under normal market conditions, the Financial Services
Fund will invest at least 65% of its total assets in such Equity Securities.
Examples of companies in the financial services group of industries include
commercial banks, savings and loan associations, brokerage companies, insurance
companies, real estate and leasing companies, companies that combine some or all
of these businesses and holding companies for each of the foregoing. Under SEC
regulations, the Fund may not invest more than 5% of its total assets in the
equity securities of any company that derives more than 15% of its revenues from
brokerage or investment management activities.
PBHG Advisor Global Technology & Communications Fund
The PBHG Advisor Global Technology & Communications Fund, a diversified
portfolio, seeks long-term growth of capital. Current income is incidental to
the Fund's objective.
22
<PAGE>
Under normal market conditions, the Fund will invest at least 65% of its total
assets in Equity Securities of companies, both foreign and domestic, which rely
extensively on technology or communications in their product development or
operations, or which are expected to benefit from technological advances and
improvements, and that may be experiencing exceptional growth in sales and
earnings driven by technology-related or communication-related products and
services. The Fund will make investments in securities of companies in at least
three different countries. At least 65% of the total assets of the Fund will be
in investments that reflects the Fund's global investment strategy. The Fund may
invest up to 100% of its assets in securities of foreign issuers.
Such technology and communications companies may be in many different industries
or fields, including computer software and hardware, electronic components and
systems, network and cable broadcasting, telecommunications, multimedia, mobile
communications, satellite communications, defense and aerospace, transportation
systems, data storage and retrieval, biotechnology and medical, and
environmental. As a result of this focus, the PBHG Advisor Global Technology &
Communications Fund hopes to participate in the significant growth potential of
companies that may be responsible for breakthrough products or technologies or
that are positioned to take advantage of cutting-edge developments.
The PBHG Advisor Global Technology & Communications Fund will normally be fully
invested in Equity Securities (including ADRs) of such technology and
communications companies. Stock selections will not be based on company size,
but rather on an assessment of a company's fundamental prospects. As a result,
the Fund's stock holdings can range from small companies developing new
technologies or pursuing scientific breakthroughs to large, established firms
with track records in developing and marketing such scientific advances.
PBHG Advisor Health Care Fund
The aging of the population in the United States and other industrialized
nations will likely have a fundamental impact on financial markets. The PBHG
Advisor Health Care Fund is designed to enable investors to participate in the
opportunities that changing demographic forces can be expected to create as
health care companies respond to the challenges ahead.
The Fund, a diversified portfolio, seeks long-term growth of capital by
investing primarily in Equity Securities of health care companies. Under normal
market conditions, the Fund intends to invest at least 65% of its total assets
in such Equity Securities. Health care companies are companies that the Adviser
considers to be principally engaged in the research, development, production or
distribution of products or services related to health care, medicine or the
life sciences (collectively termed "health care"). Pilgrim Baxter considers a
company to be "principally engaged" in health care when at least 50% of its
assets are committed to, or at least 50% of its revenues or operating profits
are derived from the activity described in the previous sentence. A company will
also be considered "principally engaged" in health care if, in the judgment of
the Adviser, that company has the potential for capital appreciation primarily
as a result of particular products, technology,
23
<PAGE>
patents or other market advantages in a health care business and (a) the company
holds itself out to the public as being primarily engaged in a health care
business and (b) a substantial percentage of the company's expenses are related
to a health care business and these expenses exceed revenues from non-health
care businesses. Examples of companies in the health care sector include
companies engaged in the ownership or management of hospitals, health
maintenance organizations, home health care providers, medical equipment
suppliers, pharmaceutical companies and companies involved in the design and/or
manufacturing of drug delivery technologies, medical instrumentation and medical
diagnostics.
The Fund intends to concentrate its investment in health care companies in three
industries: services, pharmaceuticals and medical devices. The Fund will, under
normal market conditions, invest at least 25% of its assets in the aggregate in
these three industries. This policy may expose the Fund to greater risk than a
health care fund that invests more broadly among industries.
PBHG ADVISOR FIXED INCOME FUNDS
PBHG Advisor Master Fixed Income Fund
The PBHG Advisor Master Fixed Income Fund, a diversified portfolio, seeks above
average total returns. The Fund will invest in a diversified bond portfolio
consisting primarily of U.S. Government, corporate, and mortgage-related fixed
income securities. For this purpose, "above average total returns" means returns
above the average long-term total returns of other mutual funds with similar
investment policies and risk characteristics.
The PBHG Advisor Master Fixed Income Fund seeks to achieve its objective by
investing primarily in U.S. Treasury, U.S. Government, and U.S. dollar
denominated high grade securities, including mortgage-related securities. The
weighted average duration of the Fund's fixed income investments is generally
expected, under normal market conditions, to range between three and ten years.
Under normal market conditions, the PBHG Advisor Master Fixed Income Fund will
invest at least 65% of its total assets in U.S. dollar denominated, high grade,
fixed income debt securities. The high grade investment standard for the Fund
includes only those securities with (i) over one year original maturity and
rated at the time of purchase a minimum of A by Moody's or Standard & Poor's,
(ii) under one year original maturity and rated at the time of purchase a
minimum of Prime 1 by Moody's or A-1 by Standard & Poor's, or (iii) unrated
securities determined by the Adviser or Analytic Investors at the time of
purchase to be equivalent to these ratings.
Subject to certain additional limitations, under normal market conditions, the
remainder of the PBHG Advisor Master Fixed Income Fund's assets may be invested
in floating rate and other types of debt securities, high grade non-U.S. dollar
denominated debt securities, below high grade fixed income securities,
convertible securities, "synthetic convertible" positions, covered call and
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cash secured put investments, preferred stock, and the shares of other
investment companies which invest primarily in high grade debt securities. The
Fund may also invest in interest and currency rate-related derivative
securities.
PBHG Advisor Short-Term Government Fund
The investment objective of the PBHG Advisor Short-Term Government Fund is to
provide a high level of income consistent with both low fluctuations in market
value and low credit risk. The Fund seeks to achieve its investment objective by
investing primarily in U.S. Treasury or U.S. Government agency securities to
minimize credit risk. To minimize fluctuations in market value, the Fund is
expected, under normal market conditions, to maintain a dollar weighted average
maturity and weighted average duration between one and three years. Duration is
the weighted average time to receipt of both principal and interest payments of
a debt security and also a measure of the sensitivity of fixed income related
investments to interest rate changes.
Under normal market conditions, the PBHG Advisor Short-Term Government Fund will
invest at least 80% of its total assets in U.S. Government securities. Subject
to certain additional limitations, the remainder of the Fund's assets may be
invested in other high grade debt securities, debt securities of foreign
governments and supranational organizations considered to be of high grade
investment quality, currency-rate and interest rate-related options and futures,
and cash and cash equivalents. The high grade investment standard for the Fund
includes only those securities with (i) over one year original maturity and
rated at the time of purchase a minimum of A by Moody's or Standard & Poor's,
(ii) under one year original maturity and rated at the time of purchase a
minimum of Prime 1 by Moody's or A-1 by Standard & Poor's, or (iii) unrated
securities determined by the Adviser or Analytic Investors at the time of
purchase to be equivalent to these ratings. The PBHG Advisor Short-Term
Government Fund may also invest in repurchase agreements collateralized by U.S.
Government securities. For temporary defensive purposes, the Fund may reduce the
average duration to less than one year.
PBHG ADVISOR MONEY MARKET FUNDS
PBHG Advisor Cash Reserves Fund
The PBHG Advisor Cash Reserves Fund, a diversified portfolio, seeks to preserve
principal value and maintain a high degree of liquidity while providing current
income. Under normal market conditions, the Fund will invest in obligations
denominated in U.S. dollars consisting of: (i) commercial paper issued by U.S.
and foreign issuers rated in one of the two highest rating categories by any two
NRSROs at the time of investment, or, if not rated, determined by the Adviser or
Wellington Management to be of comparable quality; (ii) obligations (including
certificates of deposit, time deposits, bank notes and bankers' acceptances) of
U.S. savings and loan and thrift institutions, U.S. commercial banks (including
foreign branches of such banks), and U.S. and foreign branches of foreign banks,
provided that such institutions (or, in the case of a branch, the parent
institution) have total assets of $500 million or more as shown on their last
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published financial statements at the time of investment; (iii) short-term
corporate obligations of U.S. and foreign issuers with a remaining term of not
more than one year of issuers with commercial paper of comparable priority and
security meeting the above ratings; (iv) U.S. Treasury obligations and
obligations issued or guaranteed as to principal and interest by the agencies or
instrumentalities of the U.S. government; (v) securities issued by foreign
governments, including Canadian and Provincial Government and Crown Agency
Obligations; (vi) short-term obligations issued by state and local governmental
issuers which are rated at the time of investment by at least two NRSROs in one
of the two highest municipal bond rating categories and that carry yields that
are competitive with those of other types of money market instruments of
comparable quality; and (vii) repurchase agreements involving any of the
foregoing obligations. The Fund will comply with regulations of the Securities
and Exchange Commission (the "SEC") applicable to money market funds. These
regulations impose certain quality, maturity and diversification restraints on
investments. Under these regulations, the Fund must maintain a dollar-weighted
average portfolio maturity of 90 days or less and, generally, may invest only in
securities with maturities of 397 days or less. The purchase of single rated or
unrated securities by the Adviser or Wellington Management is subject to
approval or ratification by the Board of Directors.
The PBHG Advisor Cash Reserves Fund intends to maintain a constant net asset
value of $1.00 per share. There can be no assurance that the Fund will be able
to maintain a net asset value of $1.00 per share on a continuing basis. The Fund
may invest in U.S. Treasury STRIPS. The Fund may also invest up to 10% of its
net assets in illiquid securities. Certain restricted securities, including Rule
144A securities and Section 4(2) commercial paper, which might otherwise be
presumed to be illiquid, may be considered liquid pursuant to guidelines
established by the Board of Directors. Rule 144A securities are unregistered
securities that may be resold only to "qualified institutional buyers."
Investments in Rule 144A securities could have the effect of increasing the
level of the Fund's illiquidity to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing these securities.
THERE CAN BE NO ASSURANCE THAT ANY PBHG ADVISOR FUND WILL BE ABLE TO ACHIEVE ITS
INVESTMENT OBJECTIVE.
GENERAL INVESTMENT POLICIES AND STRATEGIES
Investment Process of the Adviser
The Adviser's investment process is both quantitative and fundamental. With
respect to the PBHG Advisor Large Cap Concentrated Fund, the PBHG Advisor New
Opportunities Fund, the PBHG Global Technology & Communications Fund and the
PBHG Advisor Health Care Fund the Adviser's investment process is extremely
focused on quality earnings growth. In seeking to identify investment
opportunities, the Adviser begins by creating a universe of rapidly growing
companies with market capitalizations within the parameters described for each
of these respective Funds and that possess certain quality characteristics.
Using proprietary software and research models that incorporate important
attributes of successful growth, such as
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positive earnings surprises, upward earnings estimate revisions, and
accelerating sales and earnings growth, the Adviser creates a universe of
growing companies. Then, using fundamental research, the Adviser evaluates each
company's earnings quality and assesses the sustainability of the company's
current growth trends. Through this highly disciplined process, the Adviser
seeks to construct investment portfolios that possess strong growth
characteristics. The Adviser tries to keep each Fund fully invested at all
times. Because the universe of companies will undoubtedly experience volatility
in stock price, it is important that shareholders in these Funds maintain a
long-term investment perspective. Of course, there can be no assurance that use
of these techniques will be successful, even over the long term.
With respect to the PBHG Advisor Blue Chip Growth Fund, the Adviser employs
an investment process which is both quantitative and fundamental but which
differs from that employed for the PBHG Advisor Large Cap Concentrated Fund
and the PBHG Advisor New Opportunities Fund. The Adviser screens more than 9,000
companies and ranks them based upon their future earnings growth prospects
relative to their valuation, as calculated by multiple proprietary measures, as
well as measures such as earnings surprises, the ratio of relative price to
sales and the stability of their past sales growth. The Adviser focuses on those
companies which it has identified as having a low valuation relative to
potential earnings growth and then applies intensive fundamental research to
select the securities of only those companies which the Adviser believes are
undervalued relative to their earnings power or cash flow generation
capabilities. The Adviser will consider selling securities of companies that, in
the Adviser's opinion, have reached their full or fair value relative to their
growth prospects or that of their relevant peers. In constructing its investment
portfolios, the Adviser strives to reduce the risk of excessive volatility in
the net asset value of the PBHG Advisor Blue Chip Growth Fund by
diversifying investments for those funds across economic sectors. Of course,
there can be no assurance that the use of these techniques will be successful,
even over the long term.
Investment Process of Value Investors
Value Investors' investment process, like that of the Adviser, is both
quantitative and fundamental. Using custom designed research models and
proprietary software, which incorporate certain key elements of value investing
(such as consistency of dividend payment, balance sheet strength, and low stock
price relative to book, earnings, cash flow, sales and business franchise),
Value Investors screens more than 9,000 possible companies and creates an
initial universe of statistically attractive value companies. Following the
creation of this universe of possible investments, Value Investors uses its
strong fundamental research capabilities to carefully identify securities that
are currently out of favor but which have the potential to achieve significant
appreciation as the marketplace recognizes their fundamental value. Once
constructed, portfolios are continually monitored for change. Value Investors
follows a disciplined valuation approach that generally requires it to sell any
portfolio security that it believes has become overvalued relative to the
market. Sales of portfolio securities are primarily triggered by the relative
change in price/earnings ratio. Adverse changes in other key value elements are,
of course, factors that would also trigger a sale. Of course, there can be no
assurance that use of these techniques will be successful, even over the long
term.
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Investment Process of Analytic Investors
Since 1996, Analytic Investors has been using a proprietary model with more than
50 factors based on work pioneered by Professor Robert A. Haugen to manage an
equity portfolio with similar investment objectives and policies to those of the
PBHG Advisor Enhanced Equity Fund. Using this model, Analytic Investors
constructs a portfolio of stocks that it believes has the following attractive
characteristics: high return on equity and earnings growth; high cash flow to
price ratio and earnings to price ratio; positive price momentum over the last
six to twelve months; low "beta" and return volatility; and high trading volume
and low bid/ask price spreads.
Such a portfolio of stocks cannot be construed by simply "screening" an equity
data base for individual issues each of which meets all of the desired
characteristics. For example, companies with high profitability generally do not
have low valuations. Analytic Investors believes that the statistical modeling
process developed by Professor Haugen enables it to assemble a portfolio of
securities that in the aggregate has the desired characteristics (a portfolio
with an overall profile that Professor Haugen has called the profile of a "super
stock").
Analytic Investors believes that this approach, which has been discussed in
leading academic journals, has significant ability to identify portfolios of
attractive stocks. Analytic Investors believes that its disciplined multi-factor
approach will result in more consistent value added over a market cycle than
traditional strategies which focus on a single style or factor (e.g., value,
growth, small cap, or earnings momentum). However, because there are risks
inherent in all securities investments, there is no assurance that the PBHG
Advisor Enhanced Equity Funds's investment objective will be achieved.
Using factors from each of the five categories described above, Analytic
Investors determines the relative attractiveness (expected return) of each
security from a universe of approximately 1,100 of the largest publicly traded
domestic equity securities. Once these relative expected returns are calculated,
a portfolio is constructed from the entire universe with the following
constraints and objectives:
Targeted Return -- Expected portfolio return is typically targeted as 3%
higher than the annual return on the stocks comprising the S&P 500.
Industry Weightings - Typically, industry sector weightings are constrained
to closely match those of the S&P 500, deviating no more than 1% above or
below the S&P 500 weightings.
Size -- Average market capitalization is typically targeted to be greater
than $15 billion.
Growth -- Using specific accounting-related variables, such as return on
equity, the portfolio is constrained to have higher earnings growth than
the average growth of securities in the universe.
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Value -- Using specific accounting-related variables, such as the ratio of
cash flow to price, the portfolio is constrained to be of higher value than
securities in the universe (i.e., its cash flow and earnings are priced
relatively cheaply by the market).
Maximum Issuer Weighting -- The market value of the stock of any issuer,
when added to the portfolio, is constrained to be no greater than 3% of the
aggregate market value of the portfolio. The weighting of the stock of an
issuer may increase due to the relative performance of the stock during the
period in which it is held, but under no circumstances will the weighting
of any stock exceed 5% of the aggregate market value of the portfolio.
Liquidity -- The size of the Fund's position in each security is evaluated
relative to the total outstanding shares of the issuer, the market "float"
and the trading volume to ensure that all positions remain liquid and that
Analytic Investor's periodic rebalancing of the portfolio does not
significantly impact the price of the security.
Analytic Investors seeks to control overall portfolio risk by using a
mathematical model designed to minimize portfolio risk relative to that of the
overall stock market. Analytic Investors uses an optimizer to ensure that it
accurately takes into account the relationship among industries, sectors, and
individual securities in order to capture maximum diversification benefits given
its expected return target.
Analytic Investors monitors the stocks held by a portfolio on a real-time basis
using its proprietary portfolio management system. All holdings are monitored
for new developments in terms of new events (such as lawsuits or takeover bids)
as well as significant changes in fundamental factors. Expected returns are
updated monthly and are used to reoptimize the portfolio. Analytic Investors
enters into portfolio trades only when it believes the incremental return more
than exceeds the associated transaction costs.
Portfolio Turnover
Portfolio turnover will tend to rise during periods of economic turbulence and
decline during periods of stable growth. A higher turnover rate (100% or more)
increases transaction costs (e.g., brokerage commissions) and increases realized
gains and losses. It is expected that under normal market conditions, the annual
portfolio turnover rates for each of the PBHG Advisor Funds will not exceed the
following levels: the PBHG Advisor Core Value Fund, 200%; the PBHG Advisor
Defensive Equity Fund, 100%; the PBHG Advisor Enhanced Equity Fund, 150%; the
PBHG Advisor Blue Chip Growth Fund, 50%; the PBHG Advisor Large Cap Concentrated
Fund, 300%; the PBHG Advisor New Opportunities Fund, 150%; the PBHG Advisor
Health Care Fund, 300%; the PBHG Advisor Financial Services Fund, 300%; the PBHG
Advisor Global Technology & Communications Fund, 300%; the PBHG Master Fixed
Income Fund, 50%; and the PBHG Short-Term Government Fund, 50%. High rates of
portfolio turnover necessarily result in correspondingly greater brokerage and
portfolio trading costs, which are paid by a Fund. Trading in over-the-counter
and fixed-income securities does not generally involve the payment of brokerage
commissions, but does involve indirect transaction costs. In addition to
portfolio trading costs, higher rates of portfolio turnover may result in the
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realization of capital gains. To the extent net short-term capital gains are
realized, any distributions resulting from such gains are considered ordinary
income for federal income tax purposes.
Temporary Defensive Positions
Under normal market conditions, each PBHG Advisor Fund expects to be fully
invested in its primary investments, as described above. However, for temporary
defensive purposes, when the Adviser or the applicable sub-adviser, as
appropriate, determines that market conditions warrant, each Fund may invest up
to 100% of its assets in investment grade debt securities, cash and money market
instruments (consisting of securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; certificates of deposit, time
deposits and bankers' acceptances issued by banks or savings and loan
associations having net assets of at least $500 million as stated on their most
recently published financial statements; commercial paper rated in one of the
two highest rating categories by at least one NRSRO; repurchase agreements
involving such securities; and, to the extent permitted by applicable law and
each Fund's investment restrictions, shares of other investment companies
investing solely in money market securities). To the extent a Fund is invested
in temporary defensive instruments, it will not be pursuing its investment
objective. See "Glossary of Permitted Investments" and the Statement of
Additional Information for additional information.
Common Investment Policies
Except as otherwise discussed in the investment description for each PBHG
Advisor Fund, the following investment policies apply to each Fund except the
PBHG Advisor Master Fixed Income Fund, the PBHG Advisor Short-Term
Government Fund, and the PBHG Advisor Cash Reserves Fund:
Each PBHG Advisor Fund may invest up to 20% of its total assets in foreign
securities (i.e., securities traded outside the United States and Canada). For
purposes of this limitation, "foreign securities" do not include ADRs. Each Fund
may also utilize futures contracts (i.e., purchase and sell futures contracts)
to the extent that (i) aggregate initial margin deposits to establish other than
"bona fide hedging" positions do not exceed 5% of the Fund's net assets, and
(ii) the total market value of securities underlying all futures contracts does
not exceed 50% of the value of the Fund's total assets. In addition, each Fund
may invest up to 15% of its net assets in illiquid securities. This limitation
does not include any Rule 144A or similar security that has been determined to
be liquid pursuant to procedures established by the Board of Directors of the
Company. Each Fund may also engage in securities lending. Each Fund may use
high-quality money market investments or short-term bonds to reduce downside
volatility during uncertain or declining market conditions and, for temporary
defensive purposes, may invest in money market securities or short-term bonds
without limitation. See "Temporary Defensive Positions" for a fuller
description. In addition, each Fund may purchase securities on a when-issued or
delayed delivery basis. See "Glossary of Permitted Investments."
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RISK FACTORS
Small and Medium Capitalization Stocks
Investments in Equity Securities in general are subject to market risks that may
cause their prices to fluctuate over time. In certain cases, the PBHG Advisor
Core Value Fund, the PBHG Advisor Defensive Equity Fund, the PBHG Advisor
Enhanced Equity Fund, the PBHG Advisor New Opportunities Fund, the PBHG Advisor
Financial Services Fund, the PBHG Advisor Global Technology & Communications
Fund and the PBHG Advisor Health Care Fund may invest in securities of issuers
with small or medium market capitalizations. While the Adviser and Value
Investors intend to invest in small and medium capitalization companies that
have strong balance sheets and favorable business prospects, any investment in
small and medium capitalization companies involves greater risk and price
volatility than that customarily associated with investments in larger, more
established companies. This increased risk may be due to the greater business
risks of their small or medium size, limited markets and financial resources,
narrow product lines and frequent lack of management depth. The securities of
small and medium capitalization companies are often traded in the
over-the-counter market and might not be traded in volumes typical of securities
traded on a national securities exchange. Thus, the securities of small and
medium capitalization companies are likely to be less liquid, and subject to
more abrupt or erratic market movements, than securities of larger, more
established companies.
Over-the-Counter Market
Each PBHG Advisor Fund (except the PBHG Advisor Master Fixed Income Fund,
the PBHG Advisor Short-Term Government Fund, and the PBHG Advisor Cash Reserves
Fund) may invest in over-the-counter stocks. In contrast to the securities
exchanges, the over-the-counter market is not a centralized facility which
limits trading activity to securities of companies which initially satisfy
certain defined standards. Generally, the volume of trading in an unlisted or
over-the-counter common stock is less than the volume of trading in a listed
stock. This means that the depth of market liquidity of some stocks in which
each Fund invests may not be as great as that of other securities and, if a Fund
were to dispose of such a stock, it might have to offer the shares at a discount
from recent prices, or sell the shares in small lots over an extended period of
time.
Foreign Securities and Emerging Markets
Each PBHG Advisor Fund (except the PBHG Advisor Cash Reserves Fund) may invest
in foreign securities. Investing in the securities of foreign issuers involves
special risks and considerations not typically associated with investing in U.S.
companies. These risks and considerations include differences in accounting,
auditing and financial reporting standards, generally higher commission rates on
foreign portfolio transactions, the possibility of expropriation or of
confiscatory taxation, adverse changes in investment or exchange control
regulations, political instability which could affect U.S. investment in foreign
countries and potential restrictions on the flow of international capital and
currencies. Foreign issuers may also be subject to less government regulation
than U.S. companies. Moreover, the dividends and interest payable on foreign
securities may be
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subject to foreign withholding taxes, thus reducing the net amount of income
available for distribution to a Fund's shareholders. Further, foreign securities
often trade with less frequency and volume than domestic securities and,
therefore, may exhibit greater price volatility. Changes in foreign exchange
rates will affect, favorably or unfavorably, the value of those securities which
are denominated or quoted in currencies other than the U.S. dollar.
The PBHG Advisor Global Technology & Communications Fund's investments in
emerging markets may be considered speculative, and therefore may offer higher
potential for gains and losses than investments in developed markets of the
world. With respect to any emerging country, there may be greater potential for
nationalization, expropriation or confiscatory taxation, political changes,
government regulation, social instability or diplomatic developments (including
war) which could affect adversely the economies of such countries or the value
of the PBHG Advisor Global Technology & Communications Fund's investments in
those countries. In addition, it may be difficult to obtain and enforce a
judgment in the courts of such countries. Further, the economies of developing
countries generally are heavily dependent upon international trade and,
accordingly, have been and may continue to be adversely affected by trade
barriers, exchange controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with which
they trade.
Euro Currency
Many European countries are about to adopt a single European currency, the
"euro" which will become legal tender in Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, Netherlands, Portugal and Spain (the
members of the Economic and Monetary Union, the "EMU") effective January 1,
1999. The notable countries missing from the new unified currency arrangement
are Great Britain, Denmark, Greece, Switzerland and Sweden. A new European
Central Bank (ECB) will be created to manage the monetary policy of the new
unified region. On the same day, the exchange rates will be irrevocably fixed
between the EMU member countries. National currencies ("Legacy Currencies") will
continue to circulate until they are replaced by euro coins and bank notes
beginning on January 1, 2002.
This change is likely to impact significantly the European capital markets in
which the Advisor Funds may invest. The biggest changes will be the additional
risks that the Advisor Funds will face in pursuing their investment objectives.
All of the following uncertainties may increase the Advisor Funds's share price
volatility: (a) Volatility of Currency Exchange Rates. Exchange rates between
the U.S. dollar and European currencies may become more volatile and unstable,
particularly between now and January 1, 1999. (b) Capital Market Reaction.
Uncertainty in the lead-up to introduction of the euro may lead to a shift by
institutional money managers away from European currencies and into British
pounds, Swiss francs, or U.S. dollars. This reaction may make European
securities markets less liquid and thus more difficult for the Advisor Funds to
pursue their investment strategy. (c) Conversion costs. European issuers of
securities in which the Advisor Funds invest, particularly those that deal in
goods and services, may face substantial conversion costs. These costs may not
be accurately anticipated and therefore present another risk factor that
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may affect issuer profitability and creditworthiness. (d) Potential for Delay.
Despite all of the preparations by the participating European countries, it is
still possible that currency unification may be delayed from its January 1, 1999
implementation date. Such a delay could introduce still more risks, since
uncertainty could be increased and there would be economic costs to unwind some
of the infrastructure created in anticipation of the unification. And,(e) Lack
of European Unanimity. Because some European countries will not be participants
in the euro, there could be greater volatility in the exchange rate between
these nonparticipating countries and new unified currency. While this risk is
particularly high between now and the effective date of currency unification, it
could also remain during the initial periods after unification.
Investments in Technology Companies
Each PBHG Advisor Fund may invest in securities of technology companies. Such
securities have tended to be subject to greater volatility than securities of
companies that are not dependent upon or associated with technological issues. A
Fund may invest in the securities of technology companies operating in various
industries. Many of these industries share common characteristics. Therefore, an
event or issue affecting one such industry may have a significant impact on
these other, related industries and, thus, may affect the value of a Fund's
investments in technology companies. For example, technology companies may be
strongly affected by worldwide scientific or technological developments and
their products and services may be subject to governmental regulation or
adversely affected by governmental policies. The more extensively that a Fund
invests in securities of technology companies (e.g. the PBHG Advisor Global
Technology & Communications Fund which invest primarily in such securities),
the greater will be its exposure to these risks.
Investments in Health Care Companies
Each PBHG Advisor Fund may invest in securities of health care companies.
Many of these companies are subject to government regulation and approval of
their products and services, which could have a significant effect on the price
and availability of such products and services. Federal and state governments
provide a substantial percentage of revenues to health care service providers
via Medicare and Medicaid. These sources of revenue are subject to extensive
governmental regulation, and the level of governmental appropriations are a
continuing topic of political and governmental debate. Health care companies in
the pharmaceutical and medical devices business may also be affected by patent
considerations, rapid technology changes and obsolescence. The more extensively
that a Fund invests in securities of health care companies (e.g., the PBHG
Advisor Health Care Fund which invests primarily in such securities), the
greater will be its exposure to these risks.
Investments in Financial Services Companies
Each PBHG Advisor Fund may invest in securities of financial services companies.
Financial services companies are subject to extensive governmental regulation
which may limit both the amounts and types of loans and other financial
commitments they can make, and the
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interest rates and fees they can charge. Changes in governmental policies and
the need for regulatory approval may have a material effect on these companies.
Profitability is largely dependent on the availability and cost of capital
funds, and can fluctuate significantly when the interest rates change. Credit
losses resulting from financial difficulties of borrowers can negatively impact
the industry. Legislation is currently being considered which would reduce the
separation between commercial and investment banking businesses, which if
enacted, could significantly impact financial services companies and the Fund.
Commercial banks, savings and loan institutions and their holding companies are
especially influenced by adverse effects of volatile interest rates, portfolio
concentrations in loans to particular businesses, such as real estate and
energy, and competition from new entrants in their area of business. These
institutions are subject to extensive federal regulation and, in some cases, to
state regulation as well. However, neither federal insurance or deposits nor
regulation of the bank and savings and loan industries ensures the solvency or
profitability of commercial banks or savings and loan institutions or their
holding companies, or insures against the risk of investing in the equity
securities issued by these companies.
Investment banking, securities and commodities brokerage and investment advisory
companies are also subject to governmental regulation and investments in those
companies are subject to the risks related to securities and commodities trading
and securities underwriting activities.
Insurance companies are also subject to extensive governmental regulation,
including the imposition of maximum rate levels, which may be inadequate for
some lines of business. The performance of insurance companies will be affected
by interest rates, competition in the pricing of services, claims activities,
marketing competition and general economic conditions.
The more extensively that a Fund invests in securities of financial services
companies (e.g., the PBHG Advisor Financial Services Fund which invests
primarily in such securities), the greater will be its exposure to these risks.
Options and Futures Contracts
Each PBHG Advisor Fund (except the PBHG Advisor Cash Reserves Fund) may utilize
various call option, put option, and financial futures strategies in pursuit of
its objective. Option contracts, futures contracts, and various other financial
contracts are also known as derivative securities because their values depend on
the values of a more basic underlying security (or perhaps multiple underlying
securities), which may be a common stock, a fixed income or other debt security,
a foreign currency exchange rate, a stock index, or some other financial
instrument or index.
These techniques will be used to hedge against changes in securities prices,
interest rates, or foreign currency exchange rates on securities held or
intended to be acquired by a PBHG Advisor
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Fund, to reduce the volatility of the currency exposure associated with foreign
securities, or as an efficient means of adjusting exposure to stock or bond
markets, and not for speculation.
A call option on securities gives the purchaser of the option the right (but not
the obligation) to buy from the writer of the option the underlying securities
at the exercise price during the option period. Similarly, a put option on
securities gives the purchaser of the option the right (but not the obligation)
to sell to the writer of the option the underlying securities at the exercise
price during the option period.
A financial futures contract is a commitment by both the buyer and the seller of
the contract to trade the underlying financial instrument at a price and time
agreed upon when the contract is executed. The financial instrument may be a
stock index, bond index, interest rate, foreign currency exchange rate, or other
similar instrument. The contract may include an option held by the seller with
regard to the specific underlying instrument to be delivered from a class of
instruments and the specific day of delivery within a delivery month. Options on
futures contracts are similar to options on securities, with the futures
contract playing the role of the underlying security.
Options on indexes and currencies, and futures on indexes, are similar to
options and futures on securities, with the underlying index or currency playing
the role of the underlying security, and with the difference that at the end of
the option or future period there is generally a cash settlement between buyers
and sellers instead of delivery of the underlying security.
Options may be traded on an exchange ("exchange traded options") or may be
customized agreements between a PBHG Advisor Fund and a counter-party, often a
brokerage firm, bank, or other financial institution. These customized
agreements are also known as "over-the-counter" or OTC options. Futures
contracts are normally traded as standardized contracts on exchanges. When firm
commitment type agreements similar to futures are traded over-the-counter they
are usually known as forward contracts. Exchange-traded options and futures have
the additional financial backing of an intermediary known as a clearing
corporation, whereas OTC options and forwards have no such intermediary and are
subject to the credit risk that the counter-party will not fulfill its
obligations under the contract. While each Fund, to the extent that it utilizes
derivative securities, intends to primarily utilize exchange-traded options and
futures, it may also utilize OTC options, currency forward contracts, and other
OTC derivative securities. No Fund will invest, at the time of purchase, more
than 5% of its net assets in the purchase of OTC options or invest more than 5%
of its net assets in the purchase of forward contracts.
Although options on securities and financial futures by their terms call for
actual delivery and acceptance of securities, in many cases the contracts are
closed out before the expiration date by selling contracts that are owned or by
buying contracts that have been sold or written. Like any security transaction,
this may produce a realized gain or loss to the Fund. Open positions are valued
whenever a Fund's assets are valued and the Fund will have an unrealized gain or
loss depending on the difference between the current value of the position and
the opening value when the position was entered.
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Writing Covered Put and Call Options on Securities or Indexes. The PBHG Advisor
Funds will not write uncovered options or utilize written options to create
leverage, but instead will write only covered calls and covered puts.
Writing a covered call option on securities or indexes means that a Fund will
own at the time of selling the option (1) the underlying security (or securities
convertible into the underlying security without additional consideration), or
(2) in the case of an index, a portfolio of securities which correlates with the
index, or (3) a call option on the same security or index with the same or
lesser exercise price, or (4) a call option on the same security or index with a
greater exercise price, with the difference between the exercise prices
maintained as a segregated account containing cash, U.S. Government securities
or other liquid high-grade debt securities, or (5) liquid high-grade segregated
debt securities equal to the fluctuating market value of the optioned securities
which is marked-to-the-market daily.
Writing a covered put option on securities or indexes means that a PBHG Advisor
Fund will, at the time of selling the option (1) enter a short position in the
underlying security or index portfolio, or (2) purchase a put option on the same
security or index with the same or greater exercise price, or (3) purchase a put
option on the same security or index with a lesser exercise price, with the
difference between the exercise prices maintained as liquid high-grade
segregated debt securities, or (4) maintain the entire exercise price as liquid
high-grade segregated debt securities. No Fund will write put options if as a
result more than 25% of the Fund's assets would be represented by debt
securities segregated for such put options.
The PBHG Advisor Master Fixed Income Fund will only write an "in-the-money"
covered call option on common stock or an "out-of-the-money" covered put option
on common stock or stock indexes. An in-the-money covered call option is an
investment in which the Fund purchases common stock and sells a call option with
an exercise price that is below the market price of the stock at the time of the
option sale. An out-of-the-money covered put option is an investment in which
the Fund sells a put option on a common stock or stock index with an exercise
price that is below the market price of the stock or index at the time of the
option sale and maintains the exercise price as high-grade segregated debt
securities.
Purchasing Put and Call Options on Securities or Indexes. Each PBHG Advisor Fund
may purchase put and call options on securities or indexes in pursuit of its
objective. A Fund may, at the same time, have a long or covered short position
in the underlying security or index, and may have written covered options on the
same security or index. Hence the Fund's entire position in a particular
security may be complex, consisting of a number of different option positions, a
possible position in the underlying security, and a possible segregated debt
securities holding.
Convertible Securities, Synthetic Convertible Investments, Certain Covered Call
and Cash Secured Put Investments, and Warrants
Each PBHG Advisor Fund may invest to the extent permitted by its investment
objectives and policies in securities which may be exchanged for, converted
into, or exercised to acquire a predetermined number of shares of the
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issuer's common stock at the option of each such Fund during a specified time
period (such as convertible preferred stocks, convertible debentures and
warrants). A convertible security is generally a fixed income security which is
senior to common stock in an issuer's capital structure, but is usually
subordinated to similar non-convertible securities. No more than 5% of such
Funds' total assets will be invested in convertible securities rated at the time
of purchase lower than A or equivalent.
In general, the market value of a convertible security is at least the higher of
its "investment value" (i.e., its value as a fixed income security) or its
"conversion value" (i.e., its value upon conversion into its underlying common
stock). As a fixed income security, a convertible security tends to decrease in
value when interest rates rise. However, the price of a convertible security is
also influenced by the market value of the security's underlying common stock.
The price of a convertible security tends to increase as the market value of the
underlying stock rises, whereas it tends to decrease as the market value of the
underlying common stock declines. While no securities investment is without some
risk, investments in convertible securities and synthetic convertible positions
generally entail less risk than investments in the common stock of the same
issuer.
Investments in warrants involve certain risks, including the possible lack of a
liquid market for resale of the warrants, potential price fluctuations as a
result of speculation or other factors, and failure of the price of the
underlying security to reach or have reasonable prospects of reaching a level at
which the warrant can be prudently exercised (in which event the warrant may
expire without being exercised, resulting in a loss of a Fund's entire
investment therein).
The PBHG Advisor Defensive Equity Fund, the PBHG Advisor Enhanced Equity
Fund and the PBHG Advisor Master Fixed Income Fund may each invest up to
35% of their total assets in convertible securities, synthetic convertible and
certain combinations of covered call and cash secured put investments. A
synthetic convertible investment is a combination investment in which the Fund
purchases both (i) high-grade cash equivalents or a high grade debt obligation
of an issuer or U.S. Government securities and (ii) call options or warrants on
the common stock of the same or different issuer with some or all of the
anticipated interest income from the associated debt obligation that is earned
over the holding period of the option or warrant. The Funds may also write an
"in-the-money" covered call option on common stock or an "out-of-the-money"
covered put option on common stock or stock indexes. Convertible securities,
synthetic convertible and in-the-money covered calls and out-of-the-money cash
secured puts are not taken into account when determining whether the Funds have
met the requirements that 65% of their total assets be invested in fixed income
and equity securities.
While providing a fixed income stream (generally higher in yield than the income
derivable from common stock but lower than that afforded by a similar
non-convertible security), a convertible security also affords an investor the
opportunity, through its conversion feature, to participate in the capital
appreciation attendant upon a market price advance in the convertible security's
underlying common stock. A synthetic convertible position has similar investment
characteristics, but may differ with respect to credit quality, time to
maturity, trading characteristics, and other factors. Because the Fund will
create synthetic convertible positions only out of high grade fixed
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income securities, the credit rating associated with a Fund's synthetic
convertible investments is generally expected to be higher than that of the
average convertible security, many of which are rated below high grade. However,
because the options used to create synthetic convertible positions will
generally have expirations between one month and three years of the time of
purchase, the maturity of these positions will generally be shorter than average
for convertible securities. Since the option component of a convertible security
or synthetic convertible position is a wasting asset (in the sense of losing
"time value" as maturity approaches), a synthetic convertible position may lose
such value more rapidly than a convertible security of longer maturity; however,
the gain in option value due to appreciation of the underlying stock may exceed
such time value loss, the market price of the option component generally
reflects these differences in maturities, and the Adviser and applicable
sub-adviser take such differences into account when evaluating such positions.
When a synthetic convertible position "matures" because of the expiration of the
associated option, the Fund may extend the maturity by investing in a new option
with longer maturity on the common stock of the same or different issuer. If the
Fund does not so extend the maturity of a position, it may continue to hold the
associated fixed income security.
Covered call and cash secured put investments are subject to the risks
associated with common stocks and options described above. While such
investments have a combined volatility similar to that of long-term corporate
bonds, the Adviser and applicable sub-adviser believe they provide greater
returns than investment in such bonds.
Purchase and Sale of Financial Futures and Options on Financial Futures
Each PBHG Advisor Fund may purchase or sell financial and other futures
contracts and options on financial and other futures contracts in pursuit of its
objective.
Futures contracts and their related options may be purchased or sold for various
reasons: to hedge portfolio securities against adverse fluctuations, to adjust
the level of market exposure of a portfolio, to facilitate trading, to reduce
transaction costs, and/or to seek higher investment returns when a futures or
option contract is attractively priced relative to a typical Fund investment in
the underlying security or index or securities highly correlated to the
underlying index. As with all of the investment strategies that a Fund may
employ, there can be no assurance that any such strategy will achieve its
objective.
A Fund's futures and related options transactions will be conducted within the
following limitations:
(i) When a Fund sells a futures contract, the value of that contract will not
exceed the total market value of the portfolio securities being hedged;
(ii) A Fund will write only covered call and put options on futures;
(iii) When a Fund purchases a futures contract it will maintain the market value
of the contract in liquid high-grade segregated debt securities as described
above;
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(iv) A Fund will not enter into futures and options on futures contracts which
would cause the aggregate sum of the initial margins for such contracts and
related option premiums to exceed 5% of the Fund's net assets; provided,
however, that in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in computing such 5%.
Certain Risk Factors Associated with Hedging Strategies
When a PBHG Advisor Fund utilizes futures or options to hedge the price
fluctuations of securities it may own or want to purchase, the Fund is exposed
to the risk of imperfect correlation between the futures or options and the
securities being hedged. That is, the prices of the securities being hedged may
not move in the same amount, or even in the same direction, as the hedging
instrument. The Adviser or applicable sub-adviser will attempt to minimize this
risk by investing only in those contracts whose behavior is expected to resemble
the Fund securities being hedged. However, if the Adviser's or applicable
sub-adviser's judgment about the general direction of interest rates, market
value, volatility, and other economic factors is incorrect, the Fund would have
been better off without the use of such hedging techniques. In addition, there
is the risk of a possible lack of a liquid secondary market and the resultant
inability to close a futures or option position prior to its maturity or
expiration date. If the Adviser or applicable sub-adviser determines that the
ability to close such a position early is important to its investment strategy,
it will only enter such positions on an exchange with a secondary market that it
judges to be appropriately active.
For additional information regarding permitted investments for each PBHG Advisor
Fund and other risks, see "Glossary of Permitted Investments" and the Statement
of Additional Information.
INVESTMENT LIMITATIONS
The investment objective of each PBHG Advisor Fund and certain investment
limitations are fundamental policies of each Fund. A Fund's fundamental policies
cannot be changed without the consent of the holders of a majority of such
Fund's outstanding shares. The following description summarizes several of the
PBHG Advisor Funds' fundamental investment limitations which are fully set forth
in the Statement of Additional Information.
No PBHG Advisor Fund may:
1. Purchase more than 10% of the voting securities of any one issuer or
purchase securities of any one issuer if, at the time of purchase , more
than 5% of its total assets will be invested in that issuer except (a) with
respect to the PBHG Cash Reserves Fund, to the extent permitted by Rule
2a-7 under the 1940 Act and (b) with respect to each other PBHG Advisor
Fund, up to 25% of its assets may be invested without regard to these
limits.
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Investment limitation 1 does not apply to the PBHG Large Cap Concentrated
Fund. In addition, for purposes of this investment limitation, the term
"issuer" does not include obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and repurchase agreements
collateralized by such obligations.
2. Invest 25% or more of its total assets at the time of purchase in
securities of issuers (other than obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities and repurchase
agreements collateralized by such obligations) whose principal business
activities are in the same industry. With respect to the PBHG Advisor
Sector Funds, purchase securities of any issuer if, as a result, less than
25% of a Fund's total assets would be invested in the securities of issuers
principally engaged in the business activities of the industries in the
market sector identified for each PBHG Advisor Sector Fund.
3. Borrow money except in the amounts up to (a) 10% of the total assets of the
PBHG Advisor Defensive Equity Fund and the PBHG Advisor Large Cap
Concentrated Fund; (b) 15% of the total assets of the PBHG Advisor Enhanced
Equity Fund, the PBHG Advisor Master Fixed Income Fund and the PBHG Advisor
Short-Term Government Fund; and (c) 33 1/3 % of the total assets of each
other PBHG Advisor Fund.
HOW TO PURCHASE FUND SHARES
You may purchase shares of each PBHG Advisor Fund through select broker-dealers
or other financial institutions that are authorized to sell you shares of the
Funds. Such financial institutions may charge you a fee for this service in
addition to each Fund's public offering price. Purchases of shares of each PBHG
Advisor Fund may be made on any day on which the New York Stock Exchange
("NYSE") is open for business ("Business Day"). Shares of each Fund are offered
only to residents of states in which such shares are eligible for purchase.
Minimum Investment
The minimum initial investment in Class A and Class B shares of each PBHG
Advisor Fund is $2,500 for regular accounts and $2,000 for traditional or Roth
IRAs. However, investors who establish a Systematic Investment Plan, as
described below, with a minimum investment of $25 per month may at the same time
open a regular account or traditional or Roth IRA with any Fund with a minimum
initial investment of $500. There is no minimum for subsequent investments or
subsequent purchases effected by dividend reinvestment. As described below,
subsequent purchases through the Fund's Systematic Investment Plan must be at
least $25. The minimum initial investment for Education IRAs is $500.
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General Information Regarding Purchases
A purchase order will be effective as of the day received by the PBHG Advisor
Funds if the PBHG Advisor Funds receive sufficient information to execute the
order and receive payment before 2:00 p.m. Eastern time for the PBHG Advisor
Cash Reserves Fund and 4:00 p.m. Eastern time for all other PBHG Advisor Funds.
Payment may be made by check or readily available funds. The purchase price of
shares of a Fund is the public offering price per share next determined after a
purchase order is effective. The public offering price per share is, for Class A
shares, the net asset value plus any applicable sales load, and for Class B
shares, the net asset value. See "Determination of Net Asset Value" below.
Purchases will be made in full and fractional shares calculated to three decimal
places. A Fund will not issue certificates representing shares of the Funds.
For your purchase order to be effective on the day you place your order with
your broker-dealer or other financial institution, such broker-dealer or
financial institution must (i) receive your order before 2:00 p.m. Eastern time
for the PBHG Advisor Cash Reserves Fund and 4:00 p.m. Eastern time for all other
PBHG Advisor Funds and (ii) promptly transmit the order to the PBHG Advisor
Funds. The broker-dealer or financial institution is responsible for promptly
transmitting purchase orders to the PBHG Advisor Funds so that you may receive
the same day's net asset value.
If a check received for the purchase of shares does not clear, the purchase will
be canceled and you could be liable for any losses or fees incurred by the
applicable PBHG Advisor Fund. Each Fund reserves the right to reject a purchase
order when such Fund determines that it is not in the best interests of the Fund
or its shareholders to accept such an order.
No PBHG Advisor Fund or any of its agents will be responsible for any loss,
liability, cost or expenses for acting upon wire instructions or telephone
instructions that it reasonably believes to be genuine. Each Fund and its agents
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine including requiring a form of personal identification
prior to acting upon instructions received by telephone and recording telephone
instructions.
Each PBHG Advisor Fund reserves the right to reject any purchase order or to
suspend or modify the continuous offering of its shares. For example, the
investment opportunities for small or medium capitalization companies may from
time to time be more limited than those in other sectors of the stock market.
Therefore, in order to retain adequate investment flexibility, the Adviser may
from time to time recommend to the Board of Directors of the Company that a Fund
which invests extensively in such companies indefinitely discontinue the sale of
its shares to new or existing investors. In such event, the Board of Directors
would determine whether such discontinuance is in the best interests of the
applicable Fund and its shareholders.
Classes of Shares
Each PBHG Advisor Fund offers three classes of shares - Classes A, B and I.
Class A and Class B shares, which are described below, are offered by this
Prospectus. Class B shares of the PBHG Advisor Cash Reserves Fund are not
available for direct investment and may only be purchased through an exchange of
Class B shares of another Fund.
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Class A Shares. Class A shares are divided into four groups.
Group 1 - Equity Funds. Class A shares of the following PBHG Advisor Funds
(the "Equity Funds") are currently sold with a sales charge ranging from 5.75%
to 2.00% of the offering price on purchases of less than $1 million: the PBHG
Advisor Core Value Fund, the PBHG Advisor Defensive Equity Fund, the PBHG
Advisor Enhanced Equity Fund, the PBHG Advisor Blue Chip Growth Fund, the PBHG
Advisor Large Cap Concentrated Fund, the PBHG Advisor New Opportunities Fund,
the PBHG Advisor Financial Services Fund, the PBHG Global Technology &
Communications Fund and the PBHG Advisor Health Care Fund.
Dealer
Concession
Investor's Sales Charge ----------
------------------------------- As a
As a As a Percentage
Percentage Percentage of the
of the Public of the Net Public
Amount of Investment in Offering Amount Offering
Single Transaction Price Invested Price
----------------------- ------------- ---------- ----------
$0 - 49,999 5.75% 6.10% 5.00%
50,000 - 99,999 4.50% 4.71% 3.75%
100,000 - 249,999 3.50% 3.63% 2.75%
250,000 - 499,999 2.50% 2.56% 2.00%
500,000 - 999,999 2.00% 2.04% 1.75%
Group 2 - PBHG Advisor Master Fixed Income Fund. Class A shares of the PBHG
Advisor Master Fixed Income Fund are currently sold with a sales charge ranging
from 4.75% to 2.00% of the offering price on purchases of less than $1 million.
Dealer
Concession
Investor's Sales Charge ----------
------------------------------- As a
As a As a Percentage
Percentage Percentage of the
of the Public of the Net Public
Amount of Investment in Offering Amount Offering
Single Transaction Price Invested Price
----------------------- ------------- ---------- ----------
$0 - 49,999 4.75% 4.99% 4.25%
50,000 - 99,999 4.50% 4.71% 4.00%
100,000 - 249,999 3.50% 3.63% 3.00%
250,000 - 499,999 2.50% 2.56% 2.25%
500,000 - 999,999 2.00% 2.04% 1.75%
Group 3 - PBHG Advisor Short-Term Government Fund. Class A shares of the
PBHG Advisor Short-Term Government Fund are currently sold with a sales charge
ranging from 1.50% to 1.00% of the offering price on purchases of less than $1
million.
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Dealer
Concession
Investor's Sales Charge ----------
------------------------------- As a
As a As a Percentage
Percentage Percentage of the
of the Public of the Net Public
Amount of Investment in Offering Amount Offering
Single Transaction Price Invested Price
----------------------- ------------- ---------- ----------
$0 - 99,999 1.50% 1.52% 1.25%
100,000 - 499,999 1.25% 1.27% 1.00%
500,000 - 999,999 1.00% 1.01% 0.75%
Group 4 - PBHG Advisor Cash Reserves Fund. Class A shares of the PBHG
Advisor Cash Reserves Fund are currently sold without a sales charge.
Further Information on Class A Shares. There is no sales charge on
purchases of $1 million or more; however, the Distributor may pay a dealer
concession and/or advance a service fee on such transactions as described below.
Purchases of $1 million or more are at net asset value. Redemptions of Class A
shares purchased at net asset value may result in the imposition of a limited
contingent deferred sales charge if the dealer's concession referred to above
was paid by the Distributor in connection with the purchase of those shares. See
"How to Redeem Fund Shares-Contingent Deferred Sales Charge Program for Large
Purchases."
The Distributor may elect to re-allow the entire initial sales charge to dealers
for all sales with respect to which orders are placed with the Distributor
during a particular period. The SEC takes the position that dealers to whom
substantially the entire sales charge is re-allowed may be deemed to be
"underwriters" as that term is defined under the Securities Act of 1933.
In addition to amounts paid to dealers as a dealer concession out of the initial
sales charge paid by investors, the Distributor may, from time to time, at its
expense or as an expense for which it may be compensated under a distribution
plan, if applicable, pay a bonus or other consideration or incentive to dealers
who sell a minimum dollar amount of the shares of the PBHG Advisor Funds during
a specified period of time. In some instances, these incentives may be offered
only to certain dealers who have sold or may sell significant amounts of shares.
At the option of the dealer, such incentives may take the form of payment for
travel expenses, including lodging, incurred in connection with trips taken by
qualifying registered representatives and their families to places within or
outside the United States. The total amount of such additional bonus payments or
other consideration will not exceed 0.25% of the public offering price of the
shares sold. Any such bonus or incentive programs will not change the price paid
by investors for the purchase of the applicable Fund's shares or the amount that
any particular Fund will receive as proceeds from such sales. Dealers may not
use sales of the Funds' shares to qualify for any incentives to the extent that
such incentives may be prohibited by applicable law.
The Distributor may make payments to dealers and institutions who are dealers of
record for purchases of $1 million or more of Class A shares which are sold at
net asset value and are subject to a limited contingent deferred sales charge,
for each PBHG Advisor Fund other than the PBHG Advisor Short-Term Government
Fund and the PBHG Advisor Cash Reserves Fund as follows:
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1% of the first $2 million of such purchases, plus 0.80% of the next $1 million
of such purchases, plus 0.50% of the next $47 million of such purchases, plus
0.25% of amounts in excess of $50 million of such purchases. The Distributor may
make similar payments in an amount equal to 0.10% of purchases of $1 million or
more of Class A shares of the PBHG Advisor Short-Term Government Fund which are
sold at net asset value and are subject to a limited contingent deferred sales
charge. The Distributor pays dealers of record commissions on sales of Class A
shares based upon the investor's cumulative purchases during the one-year period
beginning with the date of the initial purchase at net asset value. Each
subsequent one-year measuring period for these purposes will begin with the
first net asset value purchase following the end of the prior period. See "How
to Redeem Fund Shares - Contingent Deferred Sales Charge Program for Large
Purchases."
Reductions in Initial Sales Charges. Reductions in the initial sales
charges shown in the sales charge tables (quantity discounts) apply to purchases
of shares of the PBHG Advisor Funds that are otherwise subject to an initial
sales charge, provided that such purchases are made by a "purchaser" as
hereinafter defined. Purchases of Class A shares of the PBHG Advisor Cash
Reserves Fund and Class B shares of the other PBHG Advisor Funds will not be
taken into account in determining whether a purchase qualifies for a reduction
in initial sales charges.
The term "purchaser" means:
o an individual and his or her spouse and children, including any trust
established exclusively for the benefit of any such person; or a pension,
profit-sharing, or other benefit plan established exclusively for the
benefit of any such person, such as an IRA, a single-participant
money-purchase/profit-sharing plan or an individual participant in a 403(b)
plan (unless such 403(b) plan qualifies as the purchaser as defined below);
o a 403(b) plan, the employer/sponsor of which is an organization described
under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"), provided that: --
a. the employer/sponsor must submit contributions for all
participating employees in a single contribution transmittal;
b. each transmittal must be accompanied by a single check or wire
transfer; and
c. all new participants must be added to the 403(b) plan by
submitting an application on behalf of each new participant with
the contribution transmittal;
o a trustee or fiduciary purchasing for a single trust, estate or single
fiduciary account (including a pension, profit-sharing or other employee
benefit trust created pursuant to a plan qualified under Section 401 of the
Code) and 457 plans, although more than one beneficiary or participant is
involved;
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o a Simplified Employee Pension ("SEP"), Salary Reduction and other Elective
Simplified Employee Pension account ("SAR-SEP") where the employer has
notified the Distributor in writing that all of its related employee SEP or
SAR-SEP accounts should be linked;
o any other organized group of persons, whether incorporated or not, provided
the organization has been in existence for at least six months and has some
purpose other than the purchase at a discount of redeemable securities of a
registered investment company.
Investors or dealers seeking to qualify orders for a reduced initial sales
charge must identify such orders and, if necessary, support their qualification
for the reduced charge. The Distributor reserves the right to determine whether
any purchaser is entitled, by virtue of the foregoing definition, to the reduced
sales charge. No person or entity may distribute shares of the PBHG Advisor
Funds without payment of the applicable sales charge other than to persons or
entities who qualify for a reduction in the sales charge as provided herein.
Letters of Intent. A "purchaser," as previously defined, may pay reduced
initial sales charges by completing the appropriate section of the account
application and by fulfilling the terms of a Letter of Intent ("LOI"). The LOI
confirms such purchaser's intention as to the total investment to be made in
Class A shares of the PBHG Advisor Funds (except for Class A shares of the PBHG
Advisor Cash Reserves Fund) within the following 13 consecutive months. By
marking the LOI section on the account application and by signing the account
application the pur chaser indicates that he understands and agrees to the terms
of the LOI and is bound by the provisions described below.
Each purchase of PBHG Advisor Fund shares normally subject to an initial sales
charge made during the 13-month period will be made at the public offering price
applicable to a single transaction of the total dollar amount indicated by the
LOI, as described under "How to Purchase Fund Shares - Classes of Shares." It is
the purchaser's responsibility at the time of purchase to specify the account
numbers that should be considered in determining the appropriate sales charge.
The offering price may be reduced further as described under "Rights of
Accumulation" if the PBHG Advisor Funds are advised of all other accounts at the
time of the investment. Shares acquired through reinvestment of dividends and
capital gains distributions will not be applied to the LOI. At any time during
the 13-month period after meeting the original obligation, a purchaser may
revise his intended investment amount upward by submitting a written and signed
request. Such a revision will not change the original expiration date. By
signing an LOI, a purchaser is not making a binding commitment to purchase
additional shares, but if purchases made within the 13-month period do not total
the amount specified, the investor will pay the increased amount of sales charge
as described below. Purchases made within 90 days before signing an LOI will be
applied toward completion of the LOI. The LOI effective date will be the date of
the first purchase within the 90-day period. The Transfer Agent will process
necessary adjustments upon the expiration or completion date of the LOI.
Purchases made more than 90 days before signing an LOI will be applied toward
completion of the LOI based on the value of the shares purchased calculated at
the public offering price on the effective date of the LOI.
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<PAGE>
To assure compliance with the provisions of the 1940 Act, out of the initial
purchase (or subsequent purchases if necessary) the purchaser will pledge and
the Transfer Agent will escrow in the form of shares an appropriate dollar
amount (computed to the nearest full share). All dividends and any capital gain
distributions on the escrowed shares will be credited to the purchaser. All
shares purchased, including those escrowed, will be registered in the
purchaser's name. If the total investment specified under this LOI is completed
within the 13-month period, the escrowed shares will be promptly released. If
the intended investment is not completed, the purchaser will pay the Transfer
Agent the difference between the sales charge on the specified amount and the
amount actually purchased. If the purchaser does not pay such difference within
20 days of the expiration date, the purchaser irrevocably constitutes and
appoints the Transfer Agent as his agent to surrender for redemption any or all
shares, to make up such difference within 60 days of the expiration date.
If at any time before completing the LOI program the purchaser wishes to cancel
the agreement, he must give written notice to the Distributor. If at any time
before completing the LOI program the purchaser requests the Transfer Agent to
liquidate or transfer beneficial ownership of his total shares, a cancellation
of the LOI will automatically be effected. If the total amount purchased is less
than the amount specified in the LOI, the Transfer Agent will redeem an
appropriate number of escrowed shares equal to the difference between the sales
charge actually paid and the sales charge that would have been paid if the total
purchases had been made at a single time.
Rights of Accumulation. A "purchaser," as previously defined, may also
qualify for reduced initial sales charges based upon such purchaser's existing
investment in shares of any of the PBHG Advisor Funds (except for Class A shares
of the PBHG Advisor Cash Reserves Fund). To determine whether or not a reduced
initial sales charge applies to a proposed purchase, the Distributor takes into
account not only the money which is invested upon such proposed purchase, but
also the value of all Class A shares of the PBHG Advisor Funds (except for Class
A shares of the PBHG Advisor Cash Reserves Fund) owned by such purchaser,
calculated at their then current public offering price. If a purchaser qualifies
for a reduced sales charge, the reduced sales charge applies to the total amount
of money then being invested by such purchaser and not just to the portion that
exceeds the breakpoint above which a reduced sales charge applies. For example,
if a purchaser already owns qualifying shares of any PBHG Advisor Fund with a
value of $20,000 and wishes to invest an additional $40,000 in a PBHG Advisor
Fund with a maximum initial sales charge of 5.75%, the reduced initial sales
charge of 4.50% will apply to the full $40,000 purchase and not just to the
$10,000 in excess of the $50,000 breakpoint. To qualify for obtaining the
discount applicable to a particular purchase, the purchaser or his dealer must
furnish the PBHG Advisor Fund with a list of the account numbers and the names
in which such accounts of the purchaser are registered at the time the purchase
is made.
Purchases At Net Asset Value. Purchases of Class A shares of any of the
PBHG Advisor Funds at net asset value (without payment of an initial sales
charge) may be made in connection with: (a) the reinvestment of dividends and
distributions from a PBHG Advisor Fund (see "General Information - Dividends and
Distributions"); (b) exchanges of shares of certain other PBHG Advisor Funds
(see "Shareholder Services - Exchange Privileges"); (c) use of the reinstatement
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privilege (see "How to Redeem Fund Shares"); or (d) a merger, consolidation or
acquisition of assets of a PBHG Advisor Fund.
The following persons may purchase Class A shares of the PBHG Advisor Funds
through the Distributor without payment of an initial sales charge: (a) the
Adviser and its affiliated companies; (b) any current or retired officer,
director, trustee or employee, or any member of the immediate family (including
spouse, children, parents and parents of spouse) of any such person, of the
Adviser or its affiliates or of certain mutual funds which are advised or
managed by the Adviser, or any trust established exclusively for the benefit of
such persons; (c) any employee benefit plan established for employees of the
Adviser or its affiliates; (d) discretionary advised clients of the Adviser and
its affiliates; (e) registered representatives and employees of dealers who have
entered into agreements with the Distributor (or financial institutions that
have arrangements with such dealers with respect to the sale of shares of the
PBHG Advisor Funds) and any member of the immediate family (including spouse,
children, parents and parents of spouse) of any such person, provided that
purchases at net asset value are permitted by the policies of such person's
employer; and (f) financial institution trust departments investing an aggregate
of $1 million or more in the PBHG Advisor Funds, (g) clients of certain
administrators of tax-qualified plans when proceeds from repayments of loans to
participants are invested (or reinvested) in the PBHG Advisor Funds, (h) managed
account programs for the benefit of clients of broker-dealers and financial
institutions or financial planners adhering to certain standards established by
the PBHG Advisor Funds that provide asset allocation or similar specialized
investment services or investment company transaction services for their
customers, that charge a minimum annual fee for such services, and that have
entered into an agreement with the Distributor with respect to their use of the
PBHG Advisor Funds in connection with such services, (i) clients of registered
representatives of an authorized investment dealer if such purchase is funded by
proceeds from an investment where a front-end sales charge, contingent deferred
sales charge, or other sales charge has been assessed, and (j) former
shareholders of the Analytic Enhanced Equity Portfolio, Analytic Master Fixed
Income Portfolio, or Analytic Short-Term Government Fund, each a series of The
Analytic Series Fund, and The Defensive Equity Portfolio of Analytic Optioned
Equity Fund, Inc. who obtained their initial shares of such PBHG Advisor Fund in
a reorganization of such Portfolio into a corresponding PBHG Advisor Fund.
In addition, Class A shares of any PBHG Advisor Fund may be purchased at net
asset value, without payment of a sales charge, by pension, profit-sharing or
other employee benefit plans created pursuant to a plan qualified under Section
401 of the Code or plans under Section 457 of the Code, or employee benefit
plans created pursuant to Section 403(b) of the Code and sponsored by nonprofit
organizations defined under Section 501(c)(3) of the Code. Such plans will
qualify for purchases at net asset value provided that (1) the total amount
invested is at least $1 million; (2) the sponsor signs a $1 million LOI; (3)
such shares are purchased by an employer-sponsored plan with at least 100
eligible employees; or (4) all of the plan's transactions are executed through a
single financial institution or service organization which has entered into an
agreement with the Distributor with respect to its use of the PBHG Advisor Funds
in connection with such accounts. Section 403(b) plans sponsored by public
educational institutions will not be eligible for net asset value purchases
based on the aggregate investment made by the plan or the number of eligible
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employees. Participants in such plans will be eligible for reduced sales charges
based solely on the aggregate value of their individual investments in the
applicable PBHG Advisor Fund.
Class B Shares. Class B shares are sold at net asset value without an
initial sales charge, but are subject to a contingent deferred sales charge of
up to 5% if redeemed within six years. See "How to Redeem Fund Shares - Class B
Shares." The Company has adopted a 12b-1 distribution plan applicable to Class B
shares. See "General Information - Class B Plan." Class B shares will
automatically convert into Class A shares, based on relative net asset value,
eight years after the end of the calendar month in which the order to purchase
such Class B shares was accepted. Class B shares of the PBHG Advisor Cash
Reserves Fund are only available for exchanges from other Class B shares and are
not available for direct purchase.
The Distributor may pay sales commissions to dealers and institutions who sell
Class B shares of the PBHG Advisor Funds at the time of such sales. Payments
with respect to Class B shares will equal 4.00% of the purchase price of the
Class B shares sold by the dealer or institution, and will consist of a sales
commission equal to 3.75% of the purchase price of the Class B shares sold plus
an advance of the first year service fee of 0.25% with respect to such shares.
These payments are recouped by the Distributor through the Class B Rule 12b-1
distribution plan. See "Distribution Plans."
Class A and Class B Shares. For any PBHG Advisor Fund offered by this
Prospectus, the Distributor and its agents reserve the right at any time (1) to
withdraw all or any part of the offering made by this Prospectus; (2) to reject
any purchase or exchange order or to cancel any purchase due to nonpayment of
the purchase price; (3) to increase, waive or lower the minimum investment
requirements; or (4) to modify any of the terms or conditions of purchase of
shares of such Fund. The Distributor and its agents will use their best efforts
to provide notice of any such actions through correspondence with broker-dealers
and existing shareholders, supplements to the PBHG Advisor Funds' prospectuses,
or other appropriate means, and will provide notice to the extent required by
law in the case of termination or material modification to the exchange
privilege discussed under "Shareholder Services - Exchange Privileges."
SHAREHOLDER SERVICES
Shareholder Services Offered
The PBHG Advisor Funds offer the shareholder services described below. Each PBHG
Advisor Fund reserves the right to amend such shareholder services or to change
the terms or conditions relating to such services. Shareholders will be notified
of such action to the extent required by law. You may, however, discontinue any
service you select, provided that with respect to the Systematic Investment and
Systematic Withdrawal Plans described below, the PBHG Advisor Funds receive your
notification to discontinue such service(s) at least ten (10) days before the
next scheduled investment or withdrawal date.
Systematic Investment Plan. The Systematic Investment Plan is a convenient
way for you to purchase shares in the PBHG Advisor Funds at regular monthly or
quarterly intervals selected
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by you. The Systematic Investment Plan enables you to achieve dollar-cost
averaging with respect to investments in the PBHG Advisor Funds despite their
fluctuating net asset values through regular purchases of a fixed dollar amount
of shares in the Funds. Dollar-cost averaging brings discipline to your
investing. Dollar-cost averaging results in more shares being purchased when a
Fund's net asset value is relatively low and fewer shares being purchased when a
Fund's net asset value is relatively high, thereby helping to decrease the
average price of your shares. Investors who establish a Systematic Investment
Plan may open an account with a minimum balance of $500. Through the Systematic
Investment Plan, shares are purchased by transferring monies (minimum of $25 per
transaction per Fund) from your designated checking or savings account or from
another PBHG Advisor Fund account. Your systematic investment in the PBHG
Advisor Funds designated by you will be processed on a regular basis at your
option beginning on any day (from the first through the twenty-eighth) of the
month or quarter you select. This Systematic Investment Plan must be established
on your account at least 15 days prior to the intended date of your first
systematic investment.
Systematic Withdrawal Plan. The Systematic Withdrawal Plan provides a
convenient way for you to receive current income while maintaining your
investments in the PBHG Advisor Funds. The Systematic Withdrawal Plan permits
you to have payments of $50 or more automatically transferred from your
account(s) in the Funds to your designated checking or savings account on a
monthly, quarterly, semi-annual or annual basis. The Systematic Withdrawal Plan
also provides the option of having a check mailed to the address of record for
your account. In order to start this Plan, you must have a minimum balance of
$5,000 in any account using this feature. Your systematic withdrawals will be
processed on a regular basis beginning on any day (from the first through the
twenty-eighth) of the month, quarter, semi-annual or annual period you select.
You may request a specific dollar amount or an annualized percentage of the
market value of your account.
Exchange Privileges. You can exchange your shares for shares of the same
class of other PBHG Advisor Funds at net asset value.
Certain Class A Exchanges. As noted above, the Equity Funds are the PBHG
Advisor Core Value Fund, the PBHG Advisor Defensive Equity Fund, the PBHG
Advisor Enhanced Equity Fund, the PBHG Advisor Blue Chip Growth Fund, the PBHG
Advisor Large Cap Concentrated Fund, the PBHG Advisor New Opportunities Fund,
the PBHG Advisor Financial Services Fund, the PBHG Advisor Global Technology &
Communications Fund and the PBHG Advisor Health Care Fund. Class A shares of the
Equity Funds may be exchanged for Class A shares of any PBHG Advisor Fund at
relative net asset value without payment of sales charges.
Class A shares of the PBHG Advisor Master Fixed Income Fund, the PBHG Advisor
Short-Term Government Fund, and the PBHG Advisor Cash Reserves Fund (the "Fixed
Income Funds") may be exchanged for Class A shares of any PBHG Advisor Fund and
the exchange will be made at: the public offering price if the PBHG Advisor Cash
Reserves Fund shares are being exchanged for Class A shares of another PBHG
Advisor Fund; net asset value if the Fixed Income Fund shares being exchanged
were acquired upon an exchange of an Equity Fund's shares; and
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the difference in sales charge will apply if Equity Fund shares are being
acquired upon exchange of Fixed Income Fund shares. See "How To Purchase Fund
Shares -- Purchases at Net Asset Value."
Class A Large Purchases and Class B Shares. If you exchange shares that are
subject to a contingent deferred sales charge, the exchange transaction will not
be subject to the contingent deferred sales charge. However, when you redeem the
shares acquired through the exchange, the redemption may be subject to the
contingent deferred sales charge, depending upon when you originally purchased
the shares. For purposes of computing the contingent deferred sales charge, the
length of time you have owned your shares will be measured from the date of
original purchase and will not be affected by any exchange.
For federal income tax purposes, an exchange is treated as a sale of shares and
generally results in a capital gain or loss.
The exchange privilege is not intended as a vehicle for short-term trading.
Excessive exchange activity may interfere with portfolio management and have an
adverse effect on all shareholders. In order to limit excessive exchange
activity and in other circumstances where the Adviser or the Board of Directors
believe doing so would be in the best interests of a PBHG Advisor Fund, each
Fund reserves the right to revise or terminate the exchange privilege, limit the
amount or number of exchanges or reject any exchange. The exchange privilege is
not an option or right to purchase shares but is permitted under the respective
policies of the participating PBHG Advisor Funds, and may be modified or
discontinued by any of such Funds or by the Distributor at any time, and to the
extent permitted by applicable law, without notice.
Shares of any PBHG Advisor Fund (other than the PBHG Advisor Cash Reserves Fund)
to be exchanged are redeemed at their net asset value as determined at the close
of the NYSE, which is normally 4:00 p.m. Eastern Time ("NYSE Close") on the day
that an exchange request in proper form (described below) is received. Exchange
requests received after the NYSE Close will result in the redemption of shares
at their net asset value at the NYSE Close on the next business day. Normally,
shares of a Fund to be acquired by exchange are purchased at their net asset
value or applicable offering price, as the case may be, determined on the date
that such request is received, but under unusual market conditions such
purchases may be delayed for up to five business days if it is determined that
such Fund would be materially disadvantaged by an immediate transfer of the
proceeds of the exchange.
Exchanging by Mail. You may exchange your shares by mail by sending a
written request to the PBHG Advisor Funds. The request should contain the
account registration and account number, the dollar amount or number of shares
to be exchanged, and the names of the PBHG Advisor Funds from which and into
which the exchange is to be made. Your request should comply with all of the
requirements for redemption by mail, except those required for redemption of
IRAs. See "How to Redeem Fund Shares."
Exchanging by Telephone. You or your investment professional may request an
exchange by telephone. If you do not wish to allow telephone exchanges by any
person in your account,
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you should decline that option on the account application. The Distributor has
made arrangements with certain dealers and investment advisory firms to accept
telephone instructions to exchange shares among any of the PBHG Advisor Funds.
The Distributor reserves the right to impose conditions on dealers or investment
advisers who make telephone exchanges of shares among the Funds, including the
condition that any such dealer or investment adviser enter into an agreement
(which contains additional conditions with respect to exchanges of shares) with
the Distributor. To exchange shares by telephone, you or your investment
professional who has satisfied the foregoing conditions must call the PBHG
Advisor Funds at 1-888-800-2685. If you are unable to reach the PBHG Advisor
Funds by telephone, you may use overnight courier services to expedite exchanges
by mail, which will be effective on the Business Day received by the PBHG
Advisor Funds as long as such request is received prior to the NYSE Close. No
PBHG Advisor Fund or any of its agents will be liable for any loss, expense or
cost arising out of any telephone exchange request that it reasonably believes
to be genuine, but may be liable in certain cases for losses due to unauthorized
or fraudulent transactions if they do not follow reasonable procedures for
verification of telephone transactions. Such reasonable procedures may include
recordings of telephone transactions (maintained for six months), requests for
confirmation of the shareholder's Social Security Number and current address,
and mailings of confirmations promptly after the transaction.
The exchange privilege may be exercised only in those states where the shares of
the PBHG Advisor Fund being purchased in an exchange may legally be sold.
Tax-Sheltered Retirement Plans. A variety of retirement plans, including
IRAs, SEP-IRAs, 401(a) Keogh and corporate money purchase pension and profit
sharing plans, and 401(k) and 403(b) plans are available to investors in the
PBHG Advisor Funds.
Traditional IRAs. You may save for your retirement and shelter your
investment income from current taxes by either: (a) establishing a new
traditional IRA; or (b) "rolling-over" to a PBHG Advisor Fund monies from other
IRAs or lump sum distributions from a qualified retirement plan. If you are
between 18 and 70 1/2 years of age, you can use a traditional IRA to invest up
to $2,000 per year of your earned income in any of the PBHG Advisor Funds. You
may also invest up to $2,000 per year in a spousal IRA if your spouse has no
earned income. There is a $10.00 annual maintenance fee charged for each type of
IRA. If you maintain IRA accounts in more than one PBHG Advisor Fund, you will
only be charged one fee. This fee can be prepaid or will be debited from your
account if not received by the announced deadline.
Roth IRAs. Roth IRAs are similar to traditional IRAs in many respects and
provide a unique opportunity for qualifying individuals to accumulate investment
earnings tax free. Contributions to Roth IRAs are not tax-deductible (while
contributions to traditional IRAs may be), however, if you meet the distribution
requirements, you can withdraw your investments without paying any taxes on the
earnings. In addition to establishing a new Roth IRA, you may be eligible to
convert a traditional IRA into a Roth IRA. Maintenance fees charged for Roth
IRAs are similar to those for traditional IRAs.
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SEP-IRAs. If you are a self-employed person, you can establish a
Simplified Employee Pension Plan ("SEP-IRA"). A SEP-IRA is designed to provide
persons with self-employed income (and their eligible employees) with many of
the same tax advantages as a Keogh, but with fewer administrative requirements.
401(a) Keogh and Corporate Retirement Plans. Both a prototype money
purchase pension plan and a profit sharing plan, which may be used alone or in
combination, are available for self-employed individuals and their partners, and
corporations to provide tax-sheltered retirement benefits for individuals and
employees.
401(k) Plans. Through the establishment of a 401(k) plan by a
corporation of any size, employees can invest a portion of their wages in the
PBHG Advisor Funds on a tax-deferred basis in order to help them meet their
retirement needs.
403(b) Plans. Section 403(b) plans are custodial accounts which are
available to employees of most non-profit organizations and public schools.
Other Special Accounts. The PBHG Advisor Funds also offer the following
special accounts to meet your needs:
Education IRAs. Education IRAs allow you to save for qualified higher
education expenses of designated beneficiaries. Like traditional and Roth IRAs,
Education IRAs provide an opportunity for your investment to grow tax-free until
distributed. Contributions to an Education IRA are not tax deductible, however,
distributions from an Education IRA which are used to pay qualified higher
education expenses are tax-free. You may contribute up to $500 per year for the
benefit of each prospective student under the age of 18. There is a $7.00 annual
maintenance fee charged to Education IRA accounts. This fee can be prepaid or
will be deducted from your account if not received by the announced deadline.
Uniform Gift to Minors/Uniform Transfers to Minors. By establishing a
Uniform Gift to Minors Account/Uniform Transfers to Minors Account with the PBHG
Advisor Funds you can build a fund for your children's education or a nest egg
for their future and, at the same time, potentially reduce your own income
taxes.
Custodial and Fiduciary Accounts. The PBHG Advisor Funds provide a
convenient means of establishing custodial and fiduciary accounts for investors
with fiduciary responsibilities.
For further information regarding any of the above retirement plans and
accounts, please contact your investment or tax professional.
HOW TO REDEEM FUND SHARES
General
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You may sell (redeem) shares in your account by contacting your investment
dealer or the Company. If you sell shares through an investment dealer you may
be charged for this service. Shares held for you in your dealer's street name
must be sold through the dealer.
Redemption orders received by the PBHG Advisor Funds prior to 2:00 p.m. Eastern
time for the PBHG Advisor Cash Reserves Fund and 4:00 p.m. Eastern time for each
of the other PBHG Advisor Funds on any Business Day will be effective that day.
The redemption price of shares is the net asset value per share of a Fund next
determined after the redemption order is effective. The redemption price of
Class B shares and Class A shares subject to a contingent deferred sales
charge will be reduced by any applicable contingent deferred sales charge. The
contingent deferred sales charge may be deducted from your redemption proceeds
or from your account balance. If no preference is stated at the time of
redemption, the charge will be deducted from the redemption proceeds. Payment of
redemption proceeds will be made as promptly as possible and, in any event,
within seven days after the redemption order is received, provided, however,
that redemption proceeds for shares purchased by check (including certified or
cashier's checks) or by ACH will be forwarded only upon collection of payment
for such shares; collection of payment will take 15 days.
In order for your redemption order to be effective on the day you place your
redemption order with your broker-dealer or other financial institution, such
broker-dealer or financial institution must (i) receive your order before 2:00
p.m. Eastern time for the PBHG Advisor Cash Reserves Fund and 4:00 p.m. Eastern
Time for each other PBHG Advisor Fund and (ii) promptly transmit the order to
the Transfer Agent. See "Determination of Net Asset Value." The financial
institution is responsible for promptly transmitting redemption orders to the
Transfer Agent so that your shares are redeemed at the same day's net asset
value per share.
You may receive redemption payments in the form of a check or by Federal Reserve
wire or ACH transfer.
By Mail
Redemption requests must be in writing and sent to the PBHG Advisor Funds.
Requests for redemption must include: (a) original signatures of each registered
owner exactly as the shares are registered; (b) the name of the PBHG Advisor
Fund, the account number and number of shares to be redeemed; (c) signature
guarantees, as described below; and (d) any additional documents that may be
required for redemption by corporations, partnerships, trusts or other entities.
The burden is on the shareholder to inquire as to whether any additional
documentation is required. Any request not in proper form may be rejected and in
such case must be renewed in writing.
In addition to these requirements, shareholders who have invested in a PBHG
Advisor Fund to establish an IRA should include the following information along
with a written request for either partial or full liquidation of Fund shares:
(a) a statement as to whether or not the shareholder has
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attained age 59 1/2; and (b) a statement as to whether or not the shareholder
elects to have federal income tax withheld from the proceeds of the liquidation.
By Telephone
Shareholders may request a redemption by telephone. If a shareholder does not
wish to allow telephone redemptions by any person for his account, the
shareholder should decline that option on the account application. The telephone
redemption feature can be used only if: (a) the redemption proceeds are to be
mailed to the address of record or wired to the pre-authorized bank account as
indicated on the account application; (b) there has been no change of address of
record on the account within the preceding 30 days; (c) the person requesting
the redemption can provide proper identification information; and (d) the
proceeds of the redemption do not exceed $50,000. Accounts in the Distributor's
prototype retirement plans (such as IRA and IRA/SEP) or 403(b) plans are not
eligible for the telephone redemption option. The Distributor has made
arrangements with certain dealers and investment advisers to accept telephone
instructions for the redemption of shares. The Distributor reserves the right to
impose conditions on these dealers and investment advisers, including the
condition that they enter into agreements (which contain additional conditions
with respect to the redemption of shares) with the Distributor. No PBHG Advisor
Fund or any of its agents will be liable for any loss, expense or cost arising
out of any telephone redemption request effected in accordance with the
authorization set forth in the account application if it reasonably believes
such request to be genuine, but may in certain cases be liable for losses due to
unauthorized or fraudulent transactions if they do not follow reasonable
procedures for verification of telephone transactions. Such reasonable
procedures may include recordings of telephone transactions, requests for
confirmation of the shareholder's Social Security Number and current address,
and mailings of confirmations promptly after the transaction.
By Wire
The Transfer Agent will deduct a wire charge, currently $10.00, from the amount
of a Federal Reserve wire redemption payment made at the request of a
shareholder. Shareholders cannot receive proceeds from redemptions of shares of
a PBHG Advisor Fund by Federal Reserve wire on federal holidays restricting wire
transfers.
By ACH
The PBHG Advisor Funds do not charge for ACH transactions; however, proceeds
from such transactions will not be posted to your bank account until the second
Business Day following the transaction. In order to process a redemption by ACH,
banking information must be established on your account at least 15 days prior
to initiating a transaction. A voided check or deposit slip must accompany
requests to establish this option.
Expedited Redemptions (PBHG Advisor Cash Reserves Fund only)
If a redemption order is received by the PBHG Advisor Funds prior to 2:00 p.m.
Eastern Time, the redemption will be effective on that day and the PBHG Advisor
Cash Reserves Fund will
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endeavor to transmit payment on that same business day. If the redemption order
is received after 2:00 p.m. and prior to the NYSE Close, the redemption will be
made at the next determined net asset value and payment will generally be
transmitted on the next business day.
Redemptions by Check (PBHG Advisor Cash Reserves Fund only)
After completing the appropriate authorization form, shareholders may use checks
to effect redemptions from the PBHG Advisor Cash Reserves Fund. This privilege
does not apply to retirement accounts or qualified plans. Checks may be drawn in
any amount of $250 or more. Checks drawn against insufficient shares in the
account, against shares held less than fifteen business days, or in amounts of
less than the applicable minimum will be returned to the payee. The payee of the
check may cash or deposit it in the same way as an ordinary bank check. When a
check is presented to the Transfer Agent for payment, the Transfer Agent will
cause a sufficient number of shares of such Fund to be redeemed to cover the
amount of the check. Shareholders are entitled to dividends on the shares
redeemed through the day on which the check is presented to the Transfer Agent
for payment.
Check writing service is offered free of charge to shareholders of the PBHG
Advisor Cash Reserves Fund. If you have an account balance of $5,000 or more,
you may redeem shares by writing checks on your account for $250 or more. To
establish this privilege, please call 1-888- 800-2685 to request a signature
card. Once you have signed and returned a signature card, you will receive a
supply of checks. A check may be made payable to any person, and your account
will continue to earn dividends until the check clears. Because of the
difficulty of determining in advance the exact value of your account, you may
not use a check to close your account. Your account will be charged a fee for
stopping payment of a check upon your request, or if the check cannot be honored
because of insufficient funds or other valid reasons.
Signature Guarantees
A signature guarantee is a widely accepted way to protect you by verifying the
signature on certain redemption requests. The PBHG Advisor Funds require
signature guarantees to be provided in the following circumstances: (1) written
requests for redemptions in excess of $50,000; (2) all written requests to wire
redemption proceeds; (3) redemption requests that provide that the redemption
proceeds should be sent to an address other than the address of record or to a
person other than the registered shareholder(s) for the account; (4) redemptions
requesting proceeds to be sent to a new address or an address that has been
changed within the past 30 days; (5) requests to transfer the registration of
shares to another owner; (6) written requests to add tele phone exchange and
telephone redemption options to an account; and (7) changes in previously
designated wiring instructions. These requirements may be waived or modified
upon notice to shareholders.
Acceptable guarantors include banks, broker-dealers, credit unions, national
securities exchanges, savings associations and any other organization, provided
that such institution or organization qualifies as an "eligible guarantor
institution" as that term is defined in rules adopted by the Securities and
Exchange Commission ("SEC"), and further provided that such guarantor
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institution is listed in one of the reference guides contained in the Transfer
Agent's current Signature Guarantee Standards and Procedures, such as certain
domestic banks, credit unions, securities dealers, or securities exchanges. The
Transfer Agent will also accept signatures with either: (1) a signature
guaranteed with a medallion stamp of the STAMP Program, or (2) a signature
guaranteed with a medallion stamp of the NYSE Medallion Signature Program,
provided that in either event, the amount of the transaction involved does not
exceed the surety coverage amount indicated on the medallion. For information
regarding whether a particular institution or organization qualifies as an
"eligible guarantor institution," an investor should contact your investment
dealer. The PBHG Advisor Funds do not accept guarantees from notaries public or
organizations that do not provide reimbursement in the case of fraud.
Minimum Account Size
Due to the relatively high cost of maintaining smaller accounts, each PBHG
Advisor Fund, with respect to its Class A shares and Class B shares, will impose
an annual $12.00 minimum account charge and reserves the right to redeem shares
in any non-retirement account if, as the result of redemptions, the value of any
account drops below the minimum initial investment amount, specified above, for
such Fund. See "Minimum Investment," "Systematic Investment Plans" and
"Systematic Withdrawal Plans" for minimum investments. You will be allowed at
least 60 days after notice from the applicable PBHG Advisor Fund to make an
additional investment to bring your account value up to at least the applicable
minimum account size before the annual $12.00 minimum account fee is charged
and/or the redemption of a non-retirement account is processed. The applicable
minimum account charge will be imposed annually on any such account until the
account is brought up to the applicable minimum account size.
The right of redemption may be suspended or the date of payment of redemption
proceeds postponed during certain periods as set forth more fully in the
Statement of Additional Information.
Class B Shares
Class B shares may be redeemed on any Business Day at the net asset value per
share next determined following receipt of the redemption order, less the
applicable contingent deferred sales charge shown in the table below. No
contingent deferred sales charge will be imposed (i) on redemptions of Class B
shares following six years from the date such shares were purchased, (ii) on
Class B shares acquired through reinvestments of dividends and distributions
attributable to Class B shares, or (iii) on amounts that represent capital
appreciation in the shareholder's account above the purchase price of the Class
B shares.
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Contingent Deferred Sales Charge as % of
Year Since Purchase Made Dollar Amount Subject to Change
- ------------------------ ----------------------------------------
First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh 0%
In determining whether a contingent deferred sales charge is applicable, it will
be assumed that a redemption is made: first, of any shares held in the
shareholder's account that are not subject to such charge; second, of shares
derived from reinvestment of dividends and distributions; third, of shares held
for more than six years from the date such shares were purchased; and fourth, of
shares held less than six years from the date such shares were purchased. The
applicable sales charge will be applied against the original cost of the
redeemed shares.
The contingent deferred sales charge on Class B shares will be waived on
redemptions (1) following the death or post purchase disability, as defined in
Section 72(m)(7) of the Code, of a shareholder or as settlor of a living trust
(provided the PBHG Advisor Funds are notified of such death or post-purchase
disability at the time of the redemption request and are provided with
satisfactory evidence of such death or post-purchase disability), (2) in
connection with certain distributions from individual retirement accounts,
custodial accounts maintained pursuant to Code Section 403(b), deferred
compensation plans qualified under Code Section 457 and plans qualified under
Code Section 401 (collectively, "Retirement Plans"), (3) pursuant to a
Systematic Withdrawal Plan, provided that amounts withdrawn under such plan do
not exceed on an annual basis 12% of the value of the shareholder's investment
in Class B shares at the time the shareholder elects to participate in the
Systematic Withdrawal Plan, (4) effected pursuant to the right of each PBHG
Advisor Fund to liquidate a shareholder's account if the aggregate net asset
value of shares held in the account is less than the designated minimum account
size described in the prospectus of such Fund, and (5) effected by the Adviser,
the sub-advisers or their affiliates of any of their investments in Class B
shares.
Waiver category (1) above applies only to redemptions of Class B shares held at
the time of death or initial determination of post-purchase disability.
Waiver category (2) above applies only to redemptions resulting from:
(i) required minimum distributions to plan participants or
beneficiaries who are age 70 1/2 or older, and only with respect to that portion
of such distributions which does not exceed 12% annually of the participant's or
beneficiary's account value;
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(ii) in kind transfers of assets where the participant or beneficiary
notifies the PBHG Advisor Funds of such transfer no later than the time such
transfer occurs;
(iii) tax-free rollovers or transfers of assets to another Retirement
Plan invested in Class B shares of one or more of the PBHG Advisor Funds;
(iv) tax-free returns of excess contributions or returns of excess
deferral amounts; and
(v) distributions upon the death or disability (as defined in the Code)
of the participant or beneficiary.
Contingent Deferred Sales Charge Program for Large Purchases
A contingent deferred sales charge applies to purchases of $1 million or more of
Class A shares of each PBHG Advisor Fund other than the PBHG Advisor Cash
Reserves Fund that are redeemed within 12 months of the date of purchase. This
charge will be of based on the lesser of the value of the shares redeemed
(excluding reinvested dividends and capital gain distributions) or the total
original cost of such shares and will be charged at rates as follows: (i) for
each Fund other than the PBHG Advisor Short-Term Government Fund, 1% of the
first $2 million of purchases, plus 0.80% of the next $1 million of purchases,
plus 0.50% of the next $47 million of purchases, plus 0.25% of purchases in
excess of $50 million; and (ii) for the PBHG Advisor Short-Term Government Fund,
0.10% of all purchases of $1 million or more. In determining whether a
contingent deferred sales charge is payable, and the amount of any such charge,
shares not subject to the contingent deferred sales charge are redeemed first
(including shares purchased by reinvested dividends and capital gains
distributions and amounts representing increases from capital appreciation), and
then other shares are redeemed in the order of purchase. No such charge will be
imposed upon exchanges unless the shares acquired by exchange are redeemed
within 12 months of the date the shares were originally purchased. The charge
will be waived in the following circumstances: (1) redemptions of shares by
employee benefit plans ("Plans") qualified under Sections 401 or 457 of the
Code, or Plans created under Section 403(b) of the Code and sponsored by
nonprofit organizations as defined under Section 501(c)(3) of the Code, where
shares are being redeemed in connection with employee terminations or
withdrawals, and (a) the total amount invested in a Plan is at least $1 million;
(b) the sponsor of a Plan signs a Letter of Intent to invest at least $1 million
in one or more of the PBHG Advisor Funds, or (c) the shares being redeemed were
purchased by an employer-sponsored Plan with at least 100 eligible employees;
provided, however, that Plans created under Section 403(b) of the Code which are
sponsored by public educational institutions shall qualify under (a), (b) or (c)
above on the basis of the value of each Plan participant's aggregate investment
in the PBHG Advisor Funds, and not on the aggregate investment made by the Plan
or on the number of eligible employees; (2) redemptions of shares following the
death or post-purchase disability, as defined in Section 72(m)(7) of the Code,
of a shareholder or a settlor of a living trust; (3) redemptions of shares
purchased at net asset value by private foundations or endowment funds where the
initial amount invested was at least $1 million; (4) redemptions of shares
purchased by an investor in amounts of $1 million or more where such investor's
dealer of record, due to the nature of the investor's account, notifies the
Distributor prior to the time of investment that the dealer waives the payments
otherwise payable to the dealer; and (5) pursuant to a Systematic Withdrawal
Plan, provided that amounts withdrawn under such plan do not exceed on an annual
basis 12% of the
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value of the shareholder's investment in Class A shares at the time the
shareholder elects to participate in the Systematic Withdrawal Plan.
Reinstatement Privilege (Class A Shares only)
Within 90 days of a redemption, a shareholder may reinvest all or part of the
redemption proceeds in Class A shares of any PBHG Advisor Fund (except Class A
shares of the PBHG Advisor Cash Reserves Fund) at the net asset value next
computed after receipt by the Distributor of the proceeds to be reinvested. The
shareholder must ask for such privilege at the time of reinvestment. A realized
gain on the redemption is taxable, and reinvestment may alter any capital gains
payable. If there has been a loss on the redemption and shares of the same Fund
are repurchased, all of the loss may not be tax deductible, depending on the
timing and amount reinvested. Under the Code, if the redemption proceeds of Fund
shares on which a sales charge was paid are reinvested in (or exchanged for)
shares of another PBHG Advisor Fund at a reduced sales charge within 90 days of
the payment of the sales charge, the shareholder's basis in the Fund
shares redeemed may not include the amount of the sales charge paid, thereby
reducing the loss or increasing the gain recognized from the redemption;
however, the shareholder's basis in the Fund shares purchased will include the
sales charge. Each PBHG Advisor Fund may amend, suspend or cease offering this
privilege at any time as to shares redeemed after the date of such amendment,
suspension or cessation. This privilege may only be exercised once each year by
a shareholder with respect to each Fund.
Shareholders who are assessed a contingent deferred sales charge in connection
with the redemption of Class A shares and who subsequently reinvest a portion or
all of the value of the redeemed shares in Class A shares of any PBHG Advisor
Fund within 90 days after such redemption may do so at net asset value if such
privilege is claimed at the time of reinvestment. Such reinvested proceeds will
not be subject to either a front-end sales charge at the time of reinvestment or
an additional contingent deferred sales charge upon subsequent redemption. In
order to exercise this reinvestment privilege, the shareholder must notify the
PBHG Advisor Funds of his or her intent to do so at the time of reinvestment.
This reinvestment privilege does not apply to Class B shares.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of each PBHG Advisor Fund, other than the PBHG
Advisor Cash Reserves Fund, is determined by dividing the total market value of
such Fund's investments and other assets, less any liabilities, by the total
outstanding shares of the Fund. Net asset value per share is determined daily as
of the NYSE Close on any Business Day. The net asset value per share of each
PBHG Advisor Fund, other than the PBHG Advisor Cash Reserves Fund, is listed
under PBHG Advisor in the mutual fund section of most major daily newspapers,
including The Wall Street Journal. Each Fund's assets (other than the PBHG
Advisor Cash Reserves Fund) are valued primarily on the basis of market
quotations. Foreign securities are valued on the basis of quotations from the
primary market in which they are traded, and are translated from the local
currency into U.S. dollars using current exchange rates. In addition, if
quotations are not readily
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available, or if the values have been materially affected by events occurring
after the closing of a foreign market, assets may be valued by another method
that the Board of Directors believes accurately reflects fair value.
The PBHG Advisor Cash Reserves Fund values its portfolio securities using the
amortized cost method of valuation, approximating market value. Net asset value
per share is determined daily as of 2:00 p.m. Eastern time on each Business Day.
PERFORMANCE ADVERTISING
From time to time, each PBHG Advisor Fund may advertise its yield and total
return. These figures will be based on historical earnings and are not intended
to indicate future performance. No representation can be made regarding actual
future yields or returns. For Funds other than the PBHG Advisor Cash Reserves
Fund, yield refers to the annualized income generated by an investment in such
Fund over a specified 30-day period. The yield is calculated by assuming that
the same amount of income generated by the investment during that period is
generated in each 30-day period over one year and is shown as a percentage of
the investment.
The "current yield" of the PBHG Advisor Cash Reserves Fund refers to the net
change (excluding capital changes and income other than investment income) in
the value of an investment in such Fund over a seven-day period (which period
will be stated in the advertisement). This income is then "annualized." That is,
the amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" (also called "effective compound yield") is
calculated similarly but, when annualized, the income earned by an investment in
the PBHG Advisor Cash Reserves Fund is assumed to be reinvested. The effective
yield will be slightly higher than the current yield because of the compounding
effect of this assumed reinvestment. The Fund may also from time to time
advertise its total return along with the current yield. The current yield
quotation more closely reflects the current earnings of the Fund than the total
return. The total return of each PBHG Advisor Fund refers to the average
compounded rate of return on a hypothetical investment for designated time
periods (including but not limited to the period from which the applicable Fund
commenced operations through the specified date), assuming that the entire
investment is redeemed at the end of each period and assuming the reinvestment
of all dividend and capital gain distributions.
Each PBHG Advisor Fund may periodically compare its performance to that of other
mutual funds tracked by mutual fund rating services (such as Lipper Analytical
Services, Inc.) or by financial and business publications and periodicals, broad
groups of comparable mutual funds, unmanaged indices which may assume investment
of dividends but generally do not reflect deductions for administrative and
management costs and other investment alternatives. Each Fund may quote services
such as Morningstar, Inc., a service that ranks mutual funds on the basis of
risk-adjusted performance, and Ibbotson Associates of Chicago, Illinois, which
provides historical returns of the capital markets in the U.S. Each Fund may use
long-term performance of these capital markets to demonstrate general long-term
risk versus reward scenarios and could include the value of a hypothetical
investment in any of the capital markets. Each Fund may also quote financial and
business publications and periodicals as they relate to fund management,
investment philosophy, and investment techniques.
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Each PBHG Advisor Fund may quote various measures of volatility and benchmark
correlation in advertising and may compare these measures to those of other
funds. Measures of volatility attempt to compare historical share price
fluctuations or total returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark might be. Measures of
volatility and correlation are calculated using averages of historical data and
cannot be calculated precisely.
RELATED PERFORMANCE
Certain of the PBHG Advisor Funds have not commenced operations as of
the date of this Prospectus. Consequently, these Funds have not yet
established their own performance records. However, the investment
objective, policies and strategies of several of the Funds are substantially
similar to those of the portfolios of certain other mutual funds whose
performance may be relevant to an investor deciding whether to invest in such
Funds.
PBHG Advisor Defensive Equity Fund
The PBHG Advisor Defensive Equity Fund will acquire the assets and assume the
liabilities of The Defensive Equity Portfolio, a series of Analytic Optional
Equity Fund, Inc., pursuant to a reorganization of The Defensive Equity
Portfolio expected to be effective August 28, 1998. The Defensive Equity
Portfolio is managed by Analytic Investors, which manages the PBHG Advisor
Defensive Equity Fund as its sub-adviser. The investment objective, policies
and strategies of the Fund are substantially similar to those of The Defensive
Equity Portfolio. For the one year period ended June 30, 1998, the total
return of The Defensive Equity Portfolio was 26.20%. The average annual
total return of The Defensive Equity Portfolio for the three year period
ended June 30, 1998 was 20.77%. The average annual total return of The
Defensive Equity Portfolio for the five year period ended June 30, 1998 was
15.71%. The average annual total return of The Defensive Equity Portfolio
for the ten year period ended June 30, 1998 was 12.55%.
PBHG Advisor Enhanced Equity Fund
The PBHG Advisor Enhanced Equity Fund acquired the assets and assumed the
liabilities of the Analytic Enhanced Equity Portfolio (the "Enhanced Equity
Portfolio"), a series of The Analytic Series Fund, pursuant to a reorganization
of the Enhanced Equity Portfolio effective July 24, 1998. The Enhanced Equity
Portfolio is managed by Analytic Investors, which manages the PBHG Advisor
Enhanced Equity Fund as its sub-adviser. The investment objective, policies and
strategies of the Fund are substantially similar to those of the Enhanced Equity
Portfolio. For the one year period ended June 30, 1998, the total return of the
Enhanced Equity Portfolio was 38.45%. The average annual total return of the
Enhanced Equity Portfolio for the three year period ended June 30, 1998 was
30.88%. The average annual total return of the Enhanced Equity Portfolio for the
five year period ended June 30, 1998 was 22.85%. The average annual total return
of the Enhanced Equity
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Portfolio from July 1, 1993 (commencement of public offering) through June 30,
1998 was 22.85%.
PBHG Advisor Blue Chip Growth Fund
Robert Urquhart, CFA, is the portfolio manager for the PBHG Advisor Blue Chip
Growth Fund and is primarily responsible for the day-to-day management of the
Fund. See "General Information-The Adviser." Before joining the Adviser, Mr.
Urquhart was Managing Director of PNC Equity Advisor where he was responsible
for managing the Compass Capital Large Cap Growth Equity Portfolio (the "Compass
Large Cap Growth Portfolio"). Mr. Urquhart had full discretionary authority over
the selection of investments for that fund during the period June 30, 1995
through August 29, 1997. The investment objective, policies and strategies
of the PBHG Advisor Blue Chip Growth Fund are substantially similar to those of
the Compass Large Cap Growth Portfolio.
The following table compares the performance of the Compass Large Cap Growth
Portfolio during Mr. Urquhart's tenure as its portfolio manager to the Russell
1000 Growth Index during the same time period.
<TABLE>
<CAPTION>
One Year June 30, 1995
Period Ended through
August 29, August 29,
1997(1) 1997(2)
------------ -------------
<S> <C> <C>
Compass Large Cap Growth Portfolio (Institutional Shares) 37.93% 27.34%
Compass Large Cap Growth Portfolio (Class A Shares) 37.31% 26.77%
Compass Large Cap Growth Portfolio (Class B Shares) 36.32% N/A
Russell 1000 Growth Index 39.36% 28.37%
</TABLE>
- ---------------
(1) Total Return for the period.
(2) Annualized.
The PBHG Advisor Blue Chip Growth Fund and the Compass Large Cap Growth
Portfolio are separate funds and the historical performance of the Compass Large
Cap Growth Portfolio is not indicative of the potential performance of the PBHG
Advisor Blue Chip Growth Fund.
The performance data shown above reflect the deduction of historical fees and
expenses paid by the series corresponding to the applicable PBHG Advisor Funds,
and not those expected to be paid by such PBHG Advisor Funds. The data also do
not reflect the sales load borne by investors in Class A shares of the PBHG
Advisor Funds, expenses paid under the Rule 12b-1 distribution plans for Class A
and Class B shares of such Funds, or the contingent deferred sales charge
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applicable to Class B shares and certain Class A share purchases. In addition,
although it is anticipated that each applicable PBHG Advisor Fund and its
corresponding series will invest in similar securities, their investment results
are expected to differ. In particular, differences in asset size and in cash
flow resulting from purchases and redemptions of shares may result in different
security selections, differences in the relative weightings of securities or
differences in the price paid for particular portfolio holdings. The results
shown reflect the reinvestment of dividends and distributions, and were
calculated in the same manner that will be used by the PBHG Advisor Funds to
calculate their own performance.
PBHG Advisor Large Cap Concentrated Fund
The investment objective, policies and strategies of the PBHG Advisor Large Cap
Concentrated Fund are substantially similar to those of the PBHG Large Cap 20
Fund (the "Large Cap 20 Fund"), a series of The PBHG Funds, Inc. The Large Cap
20 Fund is also managed by the Adviser. The total return of the Large Cap 20
Fund for the one-year period ended June 30, 1998 was 52.65%. The average annual
return of the Large Cap 20 Fund since commencement of operations (December 2,
1996) through June 30, 1998 was 42.85%.
PBHG Advisor Master Fixed Income Fund
The PBHG Advisor Master Fixed Income Fund acquired the assets and assumed the
liabilities of the Analytic Master Fixed Income Portfolio (the "Master Fixed
Income Portfolio"), a series of The Analytic Series Fund, pursuant to a
reorganization of the Master Fixed Income Portfolio effective July 24, 1998. The
Master Fixed Income Portfolio is managed by Analytic Investors, which manages
the PBHG Advisor Master Fixed Income Fund as its sub-adviser. The investment
objective, policies and strategies of the Fund are substantially similar to
those of the Master Fixed Income Portfolio. For the one year period ended June
30, 1998, the total return of the Master Fixed Income Portfolio was 10.76%. The
average annual return of the Master Fixed Income Portfolio for the three year
period ended June 30, 1998 was 8.57%. The average annual total return of the
Master Fixed Income Portfolio for the five year period ended June 30, 1998 was
7.60%. The average annual total return of the Master Fixed Income Portfolio from
July 1, 1993 (commencement of public offering) through June 30, 1998 was 7.60%.
PBHG Advisor Short-Term Government Fund
The PBHG Advisor Short-Term Government Fund acquired the assets and assumed the
liabilities of the Analytic Short-Term Government Portfolio (the "Short-Term
Government Portfolio"), a series of The Analytic Series Fund, pursuant to a
reorganization of the Short-Term Government Portfolio effective July 24, 1998.
The Short-Term Government Portfolio is managed by Analytic Investors, which
manages the PBHG Advisor Short-Term Government Fund as its sub-adviser. The
investment objective, policies and strategies of the Fund are substantially
similar to those of the Short-Term Government Portfolio. For the one year period
ended June 30, 1998, the total return of the Short-Term Government Portfolio was
6.29%. The average annual return of the Short-Term Government Portfolio for the
three year period ended June 30, 1998 was 5.88%. The average annual total return
of the Short-Term Government Portfolio for the five year period ended June 30,
1998 was 5.20%. The average annual total return of the Short-Term Government
Portfolio from July 1, 1993 (commencement of public offering) through June 30,
1998 was 5.20%.
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TAXES
The following summary of federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a detailed
explanation of the federal, state or local income tax treatment of the PBHG
Advisor Funds or their shareholders. Accordingly, you are urged to consult your
tax advisers regarding specific questions as to federal, state and local income
taxes. See the Statement of Additional Information.
Tax Status of the Funds
Each PBHG Advisor Fund is treated as a separate entity for federal income tax
purposes and is not combined with the other PBHG Advisor Funds. Each Fund
intends to qualify or to continue to qualify for the special tax treatment
afforded RICs as defined under Subchapter M of the Code. So long as a Fund
qualifies for this special tax treatment, it will be relieved of federal income
tax on that part of its net investment income and net capital gain (the excess
of net long-term capital gain over net short-term capital loss) which it
distributes to shareholders.
Tax Status of Distributions
Each PBHG Advisor Fund will distribute all of its net investment income
(including, for this purpose, net short-term capital gain) to shareholders.
Dividends from net investment income will be taxable to shareholders as ordinary
income whether received in cash or in additional shares. Dividends from net
investment income will qualify for the dividends-received deduction for
corporate shareholders only to the extent such distributions are derived from
dividends paid by domestic corporations. It can be expected that only certain
dividends of a Fund will qualify for that deduction. Any net capital gains will
be distributed annually and will be taxed to shareholders as long-term capital
gains, regardless of how long the shareholder has held shares and regardless of
whether the distributions are received in cash or in additional shares. The PBHG
Advisor Funds will make annual reports to shareholders of the federal income tax
status of all distributions, including the amount of dividends eligible for the
dividends-received deduction.
Certain securities purchased by the PBHG Advisor Funds (such as U.S. Treasury
STRIPS, defined in the "Glossary of Permitted Investments") are sold with
original issue discount and thus do not make periodic cash interest payments.
Each Fund will be required to include as part of its current net investment
income the accrued discount on such obligations for purposes of the distribution
requirement even though such Fund has not received any interest payments on such
obligations during that period. Because a Fund distributes all of its net
investment income to its shareholders, the Fund may have to sell portfolio
securities to distribute such accrued income, which may occur at a time when the
Adviser or sub-adviser would not have chosen to sell such securities and which
may result in a taxable gain or loss.
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Income received on direct U.S. obligations is exempt from income tax at the
state level when received directly by a PBHG Advisor Fund and may be exempt,
depending on the state, when received by a shareholder as income dividends from
such Fund provided certain state-specific conditions are satisfied. Not all
states permit such income dividends to be tax exempt and some require that a
certain minimum percentage of an investment company's income be derived from
state tax-exempt interest. Each Fund will inform shareholders annually of the
percentage of income and distributions derived from direct U.S. obligations. You
should consult your tax adviser to determine whether any portion of the income
dividends received from a PBHG Advisor Fund is considered tax exempt in your
particular state.
Dividends declared by a PBHG Advisor Fund in October, November or December of
any year and payable to shareholders of record on a date in one of those months
will be deemed to have been paid by such Fund and received by the shareholders
on December 31 of that year if paid by the Fund at any time during the following
January.
Each PBHG Advisor Fund intends to make sufficient distributions prior to the end
of each calendar year to avoid liability for the federal excise tax applicable
to regulated investment companies.
Tax Treatment of Transactions
Each sale, exchange or redemption of a PBHG Advisor Fund's shares is a taxable
event to the shareholder.
Income derived by a PBHG Advisor Fund from securities of foreign issuers may be
subject to foreign withholding taxes. The PBHG Advisor Funds may be able to
treat shareholders as having paid their proportionate share of such foreign
taxes.
GENERAL INFORMATION
The Company
PBHG Advisor Funds, Inc., an open-end management investment company, was
incorporated in Maryland on January 9, 1998. The Company reserves the right to
create and issue shares of additional portfolios. Each PBHG Advisor Fund pays
its respective expenses relating to its operation, including fees of its service
providers, audit and legal expenses, expenses of preparing prospectuses, proxy
solicitation material and reports to shareholders, costs of custodial services
and registering the shares of the Funds under federal and state securities laws,
pricing and insurance expenses, and pays additional expenses including
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses. In addition to the Class A and Class B shares
offered for sale by this Prospectus, the Company offers Class I shares which are
available only to certain institutional investors and are not offered by this
Prospectus. Class I shares do not carry the same sales charges and other
expenses as Class A and Class B shares, which may affect performance. Class I
shares have no preference over Class A and Class B shares. Investors may obtain
more information concerning Class I shares by calling 1-888-800-2685.
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The Adviser
Pilgrim Baxter & Associates, Ltd. is a professional investment management firm
and registered investment adviser that, along with its predecessors, has been in
business since 1982. The sole shareholder of the Adviser is United Asset
Management Corporation ("UAM"), a NYSE listed holding company principally
engaged, through affiliated firms, in providing institutional investment
management services and acquiring institutional investment management firms.
UAM's corporate headquarters are located at One International Place, Boston,
Massachusetts 02110. The Adviser currently has discretionary management
authority with respect to approximately $15 billion in assets. In addition
to advising the PBHG Advisor Funds, the Adviser provides advisory services to
pension and profit-sharing plans, charitable institutions, corporations, trusts
and estates, and other investment companies. The principal business address of
the Adviser is 825 Duportail Road, Wayne, Pennsylvania 19087.
The Adviser serves as the investment adviser to each PBHG Advisor Fund under an
investment advisory agreement with the Company (the "Advisory Agreement"), on
behalf of each of the Funds. The Adviser makes the investment decisions for the
assets of each Fund and continuously reviews, supervises and administers the
investment program of each Fund, subject to the supervision of, and policies
established by, the Board of Directors of the Company.
For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of: 0.60% for the PBHG Advisor Core Value
Fund; 0.60% for the PBHG Advisor Defensive Equity Fund; 0.60% for the
PBHG Advisor Enhanced Equity Fund; 0.60% for the PBHG Advisor Blue Chip
Growth Fund; 0.85% for the PBHG Large Cap Concentrated Fund, the PBHG
Advisor Financial Services Fund, the PBHG Advisor Global Technology &
Communications Fund and the PBHG Advisor Health Care Fund; 0.75% for the PBHG
Advisor New Opportunities Fund; 0.45% for the PBHG Advisor Master Fixed
Income Fund; 0.30% for the PBHG Advisor Short-Term Government Fund; and 0.30%
for the PBHG Advisor Cash Reserves Fund.
In the interest of limiting the expenses of the PBHG Advisor Funds, the Adviser
has entered into an Expense Limitation Agreement with the Company, on behalf of
each Fund. The Adviser has agreed to waive or limit its advisory fees or assume
other expenses in an amount that operates to limit the aggregate annual total of
certain operating expenses of each Fund as follows: 0.82% of the PBHG Advisor
Core Value Fund, the PBHG Advisor Defensive Equity Fund, the PBHG Advisor
Enhanced Equity Fund and the PBHG Advisor Blue Chip Growth Fund; 1.07% of
the PBHG Advisor Large Cap Concentrated Fund, the PBHG Advisor Financial
Services Fund, the PBHG Advisor Global Technology & Communications Fund and
the PBHG Advisor Health Care Fund; 0.97% of the PBHG Advisor New
Opportunities Fund; 0.67% of the PBHG Advisor Master Fixed Income Fund;
and 0.52% of the PBHG Advisor Short-Term Government Fund and the PBHG Advisor
Cash Reserves Fund. The expenses subject to such limitation are those that are
not specifically allocated to a class of shares of a Fund under the Company's
multiple class plan (the "Rule 18f-3 Plan") including, but not limited to,
investment advisory fees of the Adviser, but excluding: (i) interest, taxes,
brokerage commissions, and other expenditures which are capitalized in
accordance with generally accepted accounting principles; (ii) expenses
specifically allocated to a class of shares of a Fund under the Rule 18f-3 Plan,
such as Rule 12b-1 expenses and transfer agency fees; and (iii) other
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extraordinary expenses not incurred in the ordinary course of a Fund's business.
Reimbursement by the Funds of the advisory fees waived or limited and other
expenses paid by the Adviser pursuant to the Expense Limitation Agreement may be
made at a later date when such Funds have reached a sufficient asset size to
permit reimbursement to be made without causing the total annual expense ratio
of each Fund to exceed the percentages discussed in this paragraph.
Consequently, no reimbursement by a Fund will be made unless: (i) the Fund's
assets exceed $75 million; (ii) the Fund's total annual expense ratio is less
than the specified percentage; and (iii) the payment of such reimbursement was
approved by the Board of Directors on a quarterly basis.
Gary L. Pilgrim, CFA serves as the portfolio manager of the PBHG Advisor New
Opportunities Fund. Mr. Pilgrim has served as the Chief Investment Officer for
the Adviser for the past six years and is also a Director of the Adviser.
James D. McCall, CFA manages the PBHG Advisor Large Cap Concentrated Fund. Mr.
McCall has been a portfolio manager with the Adviser since 1994. Prior to
joining the Adviser, Mr. McCall was a portfolio manager with First National Bank
of Maryland.
Robert Urquhart, CFA manages the PBHG Advisor Blue Chip Growth Fund. Mr.
Urquhart joined the Adviser from PNC Equity Advisor, where he was Managing
Director responsible for management of approximately $1.5 billion in assets
concentrated in large cap growth and growth and income products. Previously, Mr.
Urquhart was Chief Financial Officer for Cole Financial Group where he had
portfolio management responsibilities. Mr. Urquhart earned an MBA degree from
Harvard University and a bachelors degree in Business/Finance from the
University of Colorado.
_________________ will serve as manager of the PBHG Advisor Financial Services
Fund.
_________________ will serve as manager of the PBHG Advisor Global Technology &
Communications Fund.
_________________ will serve as manager of the PBHG Advisor Health Care Fund.
Value Investors
Pilgrim Baxter Value Investors, Inc. (formerly, Newbold's Asset Management,
Inc.), 825 Duportail Road, Wayne, PA 19087, a registered investment adviser that
was formed in 1940, is a wholly-owned subsidiary of the Adviser. Value Investors
currently has discretionary management authority with respect to over $4 billion
in assets. In addition to sub-advising certain of the PBHG Advisor Funds, Value
Investors provides advisory services to pension and profit-sharing plans,
charitable institutions, trusts, estates and other investment companies. Value
Investors serves as the investment sub-adviser for the PBHG Advisor Core
Value Fund and the PBHG Advisor Financial Services Fund pursuant to an
investment sub-advisory agreement with the Company, on behalf of such Funds, and
the Adviser (the "Sub-Advisory Agreements"). Under the Sub-Advisory
Agreements, Value Investors manages the investments of the Funds, selects
investments, and places all orders for purchases and sales
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of the Fund's securities, subject to the general supervision of the Board of
Directors of the Company and the Adviser.
For the services provided and expenses incurred pursuant to the Sub-Advisory
Agreements for the PBHG Advisor Core Value Fund and PBHG Advisor Financial
Services Fund, Value Investors is entitled to receive from the Adviser a
sub-advisory fee with respect to the average daily net assets of the Funds that
is computed daily and paid monthly at annual rates of 0.40% and 0.65%
respectively.
Gary D. Haubold, CFA manages the PBHG Advisor Core Value Fund. Mr. Haubold
joined Value Investors in January 1997. Prior to joining Value Investors, Mr.
Haubold was employed by Miller Anderson & Sherrerd ("MAS") from 1993 until 1997.
At MAS, Mr. Haubold served as the co-manager of the Mid-Cap Value Fund of the
MAS Fund from its inception in December 1994 through January 1997 and the
co-manager of the Small Cap Value Fund of the MAS Fund from December 1994
through January 1997. Mr. Haubold was the person primarily responsible for the
day-to-day management of those two mutual funds during the periods noted. Prior
to joining MAS, Mr. Haubold was Senior Vice President of Wood, Struthers &
Winthrop.
Michael S. Morris, CFA manages the PBHG Financial Services Fund. Mr. Morris
joined Value Investors in June 1997 as a Senior Research Analyst following the
financial stocks. Prior to joining Value Investors, Mr. Morris was employed by
The Ohio State Teachers Retirement System ("STRS") from June 1996 to June 1997.
At STRS, Mr. Morris served as the equity analyst covering the financial stocks.
Mr. Morris provided analytical support and rendered investment opinions to
portfolio managers who managed approximately $17 billion in equity assets. From
1991 to 1996, Mr. Morris was an equity analyst at The Ohio Casualty Group.
Analytic Investors
Effective July 20, 1998, Analytic Investors became a wholly-owned subsidiary of
the Adviser and changed its name from Analytic o TSA Global Asset
Management, Inc. to Pilgrim Baxter Analytic Investors, Inc.
Analytic Investors was founded in 1970 as Analytic Investment Management, Inc.,
one of the first independent investment counsel firms specializing in the
creation and continuous management of optioned equity and optioned debt
portfolios for fiduciaries and other long term investors. It is one of the
oldest and largest independent investment management firms in this specialized
area. In January 1996, Analytic Investment Management, Inc. acquired and merged
with TSA Capital Management ("TSA") which emphasizes U.S. and global tactical
asset allocation, currency management, quantitative equity and fixed income
management, as well as option yield curve strategies. Analytic Investors serves,
among others, pension and profit-sharing plans, endowments, foundations,
corporate investment portfolios, mutual savings banks, and insurance companies,
for which it manages in excess of $1 billion. It has also managed another
registered investment company since 1978.
Pursuant to an investment sub-advisory agreement with the Company and the
Adviser, on behalf
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of the PBHG Advisor Defensive Equity Fund, the PBHG Advisor Enhanced Equity
Fund, the PBHG Advisor Master Fixed Income Fund and the PBHG Advisor Short-Term
Government Fund, Analytic Investors, subject to the control and direction of the
Adviser and the Board of Directors of the Company, will manage the Funds in
accordance with each Fund's stated investment objective and policies and will
make investment decisions for the Funds.
Dennis M. Bein and Harindra de Silva are the portfolio managers for the PBHG
Advisor Defensive Equity Fund and the PBHG Advisor Enhanced Equity Fund. Mr.
Bein has been a member of the portfolio management and research team for
Analytic Investors since August 1995. He concurrently served as a senior
associate for Analysis Group, Inc. from August 1990 until April 1998. Dr. de
Silva is the President of the Analytic Optioned Equity Fund and serves as a
President of Analytic Investors, which he joined in May of 1995. He concurrently
served as a principal of Analysis Group, Inc. from March 1986 until April 1998.
The portfolio managers are subject to the supervision of Analytic Investors'
investment management committee.
Scott Barker, Greg McMurran and Bob Bannon are the portfolio managers for the
PBHG Advisor Master Fixed Income Fund and the PBHG Advisor Short-Term Government
Fund. Mr. Barker has been a member of the portfolio management and research team
for Analytic Investors since August 1995. He concurrently served as a research
analyst with Analysis Group, Inc. from October 1993 until April 1998. Previously
he was with Zontech, Inc. for six years as a scientific analyst. Mr. McMurran is
the Chief Investment Officer of Analytic Investors and has been with the firm
since October of 1976 as a portfolio manager. Mr. Bannon is a managing director
of Analytic Investors specializing in the fixed income area. He initially joined
the firm in January 1996 when TSA merged with Analytic Investment Management,
Inc. He was formerly a managing director with TSA since April 1995. Previously,
he served as a senior bond strategist with IDEA for four years. The portfolio
managers are subject to the supervision of Analytic Investors' investment
management committee.
As compensation for furnishing investment advisory, management, and other
services, and costs and expenses assumed, pursuant to the sub-advisory
agreement, the Adviser pays Analytic Investors an annual fee based on the
average daily net assets of each Fund as follows:
PBHG Advisor Defensive Equity Fund 0.40%
PBHG Advisor Enhanced Equity Fund 0.40%
PBHG Advisor Master Fixed Income Fund 0.25%
PBHG Advisor Short-Term Government Fund 0.10%
Wellington Management
Wellington Management Company, LLP serves as the investment sub-adviser for the
PBHG Advisor Cash Reserves Fund pursuant to an investment sub-advisory agreement
with the Company, on behalf of the PBHG Advisor Cash Reserves Fund, and the
Adviser. Under the sub-advisory agreement, Wellington Management manages the
investments of the Fund, selects
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investments, and places all orders for purchases and sales of the Fund's
securities, subject to the general supervision of the Board of Directors of the
Company and the Adviser.
For the services provided and expenses incurred pursuant to the sub-advisory
agreement, Wellington Management is entitled to receive from the Adviser a fee,
computed daily and paid monthly, at the annual rate equal to 0.075% of the PBHG
Advisor Cash Reserves Fund's average daily net assets up to and including $500
million and 0.020% of the Fund's average daily net assets over $500 million, but
subject to a minimum annual fee of $50,000.
Wellington Management is a professional investment counseling firm which
provides investment services to investment companies, employee benefit plans,
endowments, foundations, and other institutions and individuals. As of December
31, 1997, Wellington Management had investment management authority with respect
to approximately $174.5 billion of assets. Wellington Management and its
predecessor organizations have provided investment advisory services to
investment companies since 1933 and to investment counseling clients since 1960.
Wellington Management, 75 State Street, Boston, Massachusetts 02109, is a
Massachusetts limited liability partnership, of which the following persons are
managing partners: Robert W. Doran, Duncan M. McFarland and John R. Ryan.
The Administrator and Sub-Administrator
The Administrator provides the Company with administrative services, including
regulatory reporting and all necessary office space, equipment, personnel and
facilities. For these administrative services, the Administrator is entitled to
a fee, which is calculated daily and paid monthly, at an annual rate of 0.15% of
the average daily net assets of the Company. The principal place of business of
the Administrator is 825 Duportail Road, Wayne, PA 19087.
The Sub-Administrator, an indirect wholly-owned subsidiary of SEI Investments
Company ("SEI"), assists the Administrator in providing administrative services
to the Company. For acting in this capacity, the Administrator pays the
Sub-Administrator fees at an annual rate based on the combined average daily net
assets of the Company, The PBHG Funds, Inc. and PBHG Insurance Series Fund,
Inc., calculated as follows: (i) 0.040% of the first $2.5 billion, plus (ii)
0.025% of the next $7.5 billion, plus (iii) 0.020% of the excess over $10
billion.
The Transfer Agent
DST Systems, Inc., P.O. Box 419534, Kansas City, Missouri, 64141-6534, serves as
the transfer agent and dividend disbursing agent for the Company under a
transfer agency agreement with the Company. From time to time, the Company may
pay amounts to third parties that provide sub-transfer agency and other
administrative services relating to the Company to persons who beneficially own
interests in the Company, such as participants in 401(k) plans. These services
may include, among other things, sub-accounting services, answering inquiries
relating to the PBHG Advisor Funds, delivering, on behalf of the Company, proxy
statements, annual reports, updated prospectuses, other communications regarding
the Company, and related services as the Company or the beneficial owners may
reasonably request.
Shareholder Servicing Agents
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The Administrator acts as shareholder servicing agent for the Company. UAM SSC
acts as sub-shareholder servicing agent for the Company.
The Distributor
The Company has entered into distribution agreements relating to the PBHG
Advisor Funds (the "Distribution Agreements"), dated April 1, 1998, with the
Distributor, a registered broker-dealer, pursuant to which the Distributor acts
as the distributor of Class A and Class B shares of the PBHG Advisor Funds. The
address of the Distributor is 825 Duportail Road, Wayne, Pennsylvania 19087.
Certain directors and officers of the Company are affiliated with the
Distributor.
The Distribution Agreements provide the Distributor with the exclusive right to
distribute shares of the Funds directly and through institutions with whom the
Distributor has entered into selected dealer agreements. Under the Distribution
Agreement for the Class B shares, the Distributor sells Class B shares at net
asset value subject to a contingent deferred sales charge established by the
Distributor. The Distributor is authorized to advance to institutions through
whom Class B shares are sold a sales commission under schedules established by
the Distributor. The Distribution Agreement for the Class B shares provides that
the Distributor (or its assignee or transferee) will receive 0.75% (of the total
1.00% payable under the 12b-1 distribution plan applicable to Class B shares) of
each Fund's average daily net assets attributable to Class B shares attributable
to the sales efforts of the Distributor. In the event the Class B shares
Distribution Agreement is terminated, the Distributor would continue to receive
payments of asset-based sales charges in respect of the outstanding Class B
shares attributable to the distribution efforts of the Distributor; provided,
however, that a complete termination of the Class B shares distribution plan (as
defined in the plan) would terminate all payments to the Distributor.
Termination of the Class B shares distribution plan or Distribution Agreement
does not affect the obligation of Class B shareholders to pay contingent
deferred sales charges.
Distribution Plans
The PBHG Advisor Funds have adopted Distribution Plans applicable to Class A and
Class B shares.
Class A Plan. The Distribution Plan applicable to Class A shares of the
PBHG Advisor Funds (the "Class A Plan") pursuant to Rule 12b-1 under the 1940
Act authorizes the Company to pay an aggregate amount of up to 0.35% of the
average daily net assets of Class A shares of each Fund on an annualized basis
to compensate the Distributor for certain promotional and other sales-related
costs, and to pay selected dealers who furnish continuing personal shareholder
services to their customers who purchase and own Class A shares of a Fund. The
Company's directors have determined that payments under the 12b-1 distribution
plan will currently be limited to 0.25%. Notice will be given to shareholders of
any proposed increase in such amount. Payments can also be directed to selected
institutions who have entered into service agreements with respect to Class A
shares of the Funds and who provide continuing personal services to their
customers who own Class A shares of a Fund. The service fees payable to selected
institutions are calculated at the annual rate of 0.25% of the average daily net
asset value of those Fund shares that are held in such institution's customers'
accounts.
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Of the aggregate amount payable under the Class A Plan, payments to dealers and
other financial institutions that provide continuing personal shareholder
services to their customers who purchase and own shares of a PBHG Advisor Fund,
in amounts of up to 0.25% of the average net assets of such Fund attributable to
the customers of such dealers or financial institutions, are characterized as a
service fee, and payments to dealers and other financial institutions in excess
of such amount and payments to the Distributor in excess of 0.25% are
characterized as an asset-based sales charge pursuant to the Class A Plan.
Class B Plan. Each PBHG Advisor Fund also has adopted a Distribution
Plan applicable to Class B shares of the Funds (the "Class B Plan"). Under the
Class B Plan, each Fund pays an aggregate amount of 1.00% of the average daily
net assets on an annualized basis attributable to such Fund's Class B shares. Of
such amount, the Fund pays a service fee of 0.25% of the average daily net
assets attributable to such Fund's Class B shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own Class B shares of the Fund. Any amounts not
paid as a service fee would constitute an asset based sales charge. Amounts paid
in accordance with the Class B Plan with respect to any Fund may be used to
finance any activity primarily intended to result in the sale of Class B shares
of such Fund.
Class A and Class B Plans. Activities that may be financed under the
Class A Plan and the Class B Plan (collectively, the "Plans") include, but are
not limited to: printing of prospectuses and statements of additional
information and reports for other than existing shareholders, overhead,
preparation and distribution of advertising material and sales literature,
supplemental payments to dealers and other institutions such as asset-based
sales charges or payments of service fees under shareholder service
arrangements, and the cost of administering the Plans. These amounts payable by
a PBHG Advisor Fund under the Plans need not be directly related to the expenses
actually incurred by the Distributor on behalf of each Fund. Thus, even if the
Distributor's actual expenses exceed the fee payable to the Distributor
thereunder at any given time, the Company will not be obligated to pay more than
that fee, and if the Distributor's expenses are less than the fee it receives,
the Distributor will retain the full amount of the fee. Payments pursuant to the
Plans are subject to any applicable limitations imposed by the rules of NASD
Regulation, Inc.
Each of the Plans may be terminated at any time by a vote of the majority of
those directors who are not "interested persons" of the Company, as defined by
the 1940 Act, or by a vote of the holders of the majority of the outstanding
shares of the applicable class.
Under the Plans, the Distributor may, in its discretion, from time to time agree
to waive voluntarily all or any portion of its fee that has not been assigned or
transferred, while retaining its ability to be reimbursed for such fee prior to
the end of each fiscal year.
Financial intermediaries and any other person entitled to receive compensation
for selling PBHG Advisor Fund shares may receive different compensation for
selling shares of one class than another class.
For additional information concerning the operation of the Plans see the
Statement of Additional Information.
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Directors of the Company
The management and affairs of the Company are supervised by the Board of
Directors under the laws of the State of Maryland. The Directors have approved
contracts under which, as described above, certain companies provide essential
management services to the Company.
Voting Rights
Each share held entitles the shareholder of record to one vote for each dollar
of net asset value of shares of stock owned by the shareholder. Shareholders of
each PBHG Advisor Fund will vote separately on matters relating solely to it,
such as approval of advisory agreements and changes in fundamental policies, and
matters affecting some but not all Funds of the Company will be voted on only by
shareholders of the affected series. Shareholders of all series of the Company
will vote together in matters affecting the Fund generally, such as the election
of Directors or selection of independent accountants. Shareholders of each class
of shares of the Company will vote separately on matters relating solely to that
class of shares and not on matters relating solely to another class of shares.
As a Maryland corporation, the Company is not required to hold annual meetings
of shareholders, but shareholder approval will be sought for certain changes in
the operation of the Company and for the election of directors under certain
circumstances. In addition, a director may be removed by the remaining directors
or by shareholders at a special meeting called upon written request of
shareholders owning at least 10% of the outstanding shares of the Company. In
the event that such a meeting is requested, the Company will provide appropriate
assistance and information to the shareholders requesting the meeting.
Reporting
The Company issues unaudited financial information semi-annually and audited
financial statements annually for each PBHG Advisor Fund. The Company also
furnishes periodic reports and, as necessary, proxy statements to shareholders
of record.
Year 2000 Compliance
There is general concern throughout the industry that a number of computer
systems and software packages in use today may not be able to recognize the Year
2000 or accurately process information after December 31, 1999. The Company is
actively working with the Adviser, the sub-advisers and the Company's other
service providers, including but not limited to, the Administrator,
Sub-Administrator, Distributor, Transfer Agent and shareholder servicing agents
to identify potential problems and develop plans reasonably designed to address
these potential problems before the Year 2000. While there can be no absolute
assurance that all service providers will be fully Year 2000-compliant or that
non-compliant systems or software will have no impact at all, the Company
believes that these steps are reasonable and will be successful in identifying
and minimizing any negative impact associated with Year 2000 processing
problems. Furthermore, the Company does not currently anticipate that there will
be any material cost to the Company or any PBHG Advisor Fund as a result of this
project.
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Shareholder Inquiries
You may direct inquiries to the Company by writing to PBHG Advisor Funds, Inc.,
P.O. Box 419229, Kansas City, Missouri 64141-6229.
Dividends and Distributions
Substantially all of the net investment income (exclusive of capital gains) of a
PBHG Advisor Fund (except the PBHG Advisor Master Fixed Income Fund, the
PBHG Advisor Short-Term Government Fund and the PBHG Advisor Cash Reserves
Fund) is distributed in the form of annual dividends. If any capital gain is
realized, substantially all of it will be distributed by each Fund at least
annually. The PBHG Advisor Master Fixed Income Fund, the PBHG Advisor
Short-Term Government Fund and the PBHG Advisor Cash Reserves Fund accrue
dividends daily and pay them monthly to shareholders.
Shareholders automatically receive all dividends and capital gain distributions
in additional shares at the net asset value determined on the next Business Day
after the record date, unless the shareholder has elected to take such payment
in cash. Shareholders may change their election by providing written notice to
the Transfer Agent at least 15 days prior to the distribution. Shareholders may
receive payments for cash distributions in the form of a check or by Federal
Reserve wire or ACH transfer. If a shareholder has elected to receive dividends
and/or capital gains distributions in cash and the postal or other delivery
service is unable to deliver checks to the shareholder's address of record, such
shareholder's distribution option will automatically be converted to having all
dividend and other distributions reinvested in additional shares. No interest
will accrue on amounts represented by uncashed distribution or redemption
checks.
Dividends and distributions of the PBHG Advisor Funds are paid on a per share
basis. The value of each share will be reduced by the amount of the payment. If
shares are purchased shortly before the record date for a dividend or
distribution of capital gains, a shareholder will pay the full price for the
shares and receive some portion of the price back as a taxable dividend or
distribution.
Counsel and Independent Accountants
Ballard Spahr Andrews & Ingersoll, LLP serves as counsel to the Company.
PriceWaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) serves as the
independent accountants of the Company.
Custodian
First Union National Bank (successor to CoreStates Bank, N.A.), 530 Walnut
Street, Philadelphia, Pennsylvania 19106, serves as the custodian for the
Company and each PBHG Advisor Fund (the "Custodian"). The Custodian holds cash,
securities and other assets of the Funds as required by the 1940 Act.
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Appendix
GLOSSARY OF PERMITTED INVESTMENTS
The following is a description of permitted investments for certain of the PBHG
Advisor Funds:
American Depositary Receipts ("ADRs") and Global Depositary Receipts ("GDRs") --
ADRs are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer and deposited with the depositary. ADRs
include American Depositary Shares and New York Shares. GDRs, which are
sometimes referred to as Continental Depositary Receipts ("CDRs"), are
securities, typically issued by a non-U.S. financial institution, that evidence
ownership interests in a security or a pool of securities issued by either a
U.S. or foreign issuer. ADRs, GDRs and CDRs may be available for investment
through "sponsored" or "unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the security underlying the receipt and a
depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's underlying security.
Holders of an unsponsored depositary receipt generally bear all the costs of the
unsponsored facility. The depositary of an unsponsored facility frequently is
under no obligation to distribute shareholder communications received from the
issuer of the deposited security or to pass through to the holders of the
receipts voting rights with respect to the deposited securities.
Bankers' Acceptance -- A bill of exchange or time draft drawn on and accepted by
a commercial bank. It is used by corporations to finance the shipment and
storage of goods and to furnish dollar exchange. Maturities are generally six
months or less.
Certificate of Deposit -- A negotiable interest bearing instrument with a
specific maturity. Certificates of deposit are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity. Certificates of deposit
generally carry penalties for early withdrawal.
Commercial Paper -- The term used to designate unsecured short-term promissory
notes issued by corporations and other entities. Maturities on these issues
typically vary from a few days to nine months.
Convertible Securities -- Securities such as rights, bonds, notes and preferred
stocks which are convertible into or exchangeable for common stocks. Convertible
securities have characteristics similar to both fixed income and equity
securities. Because of the conversion feature, the market value of convertible
securities tends to move together with the market value of the underlying common
stock. As a result, a Fund's selection of convertible securities is based, to a
great extent, on the potential for capital appreciation that may exist in the
underlying stock. The value of convertible securities is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions.
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Demand Instruments -- Certain instruments may involve a conditional or
unconditional demand feature which permits the holder to demand payment of the
principal amount of the instrument. Demand instruments may include variable
amount master demand notes.
Derivatives -- Derivatives are securities that derive their value from other
securities. The following are considered derivative securities: futures, options
on futures, options (e.g., puts and calls), swap agreements, mortgage-backed
securities (e.g., CMOs, REMICs, IOs and POs), when-issued securities and forward
commitments, floating and variable rate securities, convertible securities,
"stripped" U.S. Treasury securities (e.g., Receipts and STRIPS) and privately
issued stripped securities (e.g., TGRs, TRs and CATS). See elsewhere in this
"Glossary of Permitted Investments" for discussions of these various
instruments, and see "Investment Objective and Policies" for more
information about the investment policies and limitations applicable to their
use.
Equity Securities -- Securities that evidence ownership interests in a company,
including common stock, preferred stock, warrants and securities convertible
into or exchangeable for common or preferred stocks. See "Convertible
Securities" above for further information. Investments in equity securities are
subject to market risks which may cause their prices to fluctuate over time.
Foreign Currency Transactions -- Each PBHG Advisor Fund may hold foreign
currency deposits from time to time, and may convert dollars and foreign
currencies in the foreign exchange markets. Currency conversion involves dealer
spreads and other costs, although commissions usually are not charged.
Currencies may be exchanged on a spot (i.e., cash) basis, or by entering into
forward contracts to purchase or sell foreign currencies at a future date and
price. Forward contracts generally are traded in an interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. The parties to a forward contract may agree to offset or terminate
the contract before maturity, or may hold the contract to maturity and complete
the contemplated currency exchange.
A PBHG Advisor Fund may use currency forward contracts to manage currency risks
and to facilitate transactions in foreign securities. The following discussion
summarizes the principal currency management strategies involving forward
contracts that could be used by the Funds.
In connection with purchases and sales of securities denominated in foreign
currencies, a PBHG Advisor Fund may enter into currency forward contracts to fix
a definite price for the purchase or sale in advance of the trade's settlement
date. This technique is sometimes referred to as a "settlement hedge" or
"transaction hedge." The Adviser or the applicable sub-adviser may enter into
settlement hedges in the normal course of managing the Fund's foreign
investments. A Fund may also enter into forward contracts to purchase or sell a
foreign currency in anticipation of future purchases or sales of securities
denominated in foreign currency, even if the specific investments have not yet
been selected by the Adviser or the sub-adviser.
A PBHG Advisor Fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For example,
if a Fund owned securities denominated in pounds sterling, it could enter into a
forward contract to sell pounds sterling in
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return for U.S. dollars to hedge against possible declines in the pound's value.
Such a hedge, sometimes referred to as a "position hedge," would tend to offset
both positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A Fund could also hedge the position
by selling another currency expected to perform similarly to the pound sterling
- - for example, by entering into a forward contract to sell Deutschemarks in
return for U.S. dollars. This type of hedge, sometimes referred to as a "proxy
hedge," could offer advantages in terms of cost, yield, or efficiency, but
generally would not hedge currency exposure as effectively as a simple hedge
into U.S. dollars. Proxy hedges may result in losses if the currency used to
hedge does not perform similarly to the currency in which the hedged securities
are denominated.
Under certain conditions, guidelines of the Securities and Exchange Commission
("SEC") require mutual funds to set aside appropriate liquid assets in a
segregated account to cover currency forward contracts. As required by SEC
guidelines, each PBHG Advisor Fund will segregate assets to cover currency
forward contracts, if any, whose purpose is essentially speculative. A Fund will
not segregate assets to cover forward contracts entered into for hedging
purposes, including settlement hedges, position hedges, and proxy hedges.
Successful use of forward currency contracts will depend on the skill of the
Adviser or the applicable sub-adviser in analyzing and predicting currency
values. Forward contracts may substantially change a PBHG Advisor Fund's
investment exposure to changes in currency exchange rates, and could result in
losses to a Fund if currencies do not perform as the Adviser or the applicable
sub-adviser anticipates. For example, if a currency's value rose at a time when
the Adviser or sub-adviser had hedged a Fund by selling that currency in
exchange for dollars, a Fund would be unable to participate in the currency's
appreciation. If the Adviser or a sub-adviser hedges a Fund's currency exposure
through proxy hedges, the Fund could realize currency losses from the hedge and
the security position at the same time if the two currencies do not move in
tandem. Similarly, if the Adviser or the applicable sub-adviser increases a
Fund's exposure to a foreign currency and that currency's value declines, the
Fund will realize a loss. There is no assurance that the use of forward currency
contracts by the Adviser or the sub-advisers will be advantageous to a Fund or
that it will hedge at an appropriate time.
Futures Contracts and Options on Futures Contracts -- The PBHG Advisor Funds may
enter into futures contracts for the purchase or sale of securities, including,
for the Fund, index contracts on foreign currencies. A purchase of a futures
contract means the acquisition of a contractual right to obtain delivery of the
securities or foreign currency called for by the contract at a specified price
during a specified future month. When a futures contract is sold, the Fund
incurs a contractual obligation to deliver the securities or foreign currency
underlying the contract at a specified price on a specified date during a
specified future month. Each of the specified Funds may sell stock index futures
contracts in anticipation of, or during, a market decline to attempt to offset
the decrease in market value of its common stocks that might otherwise result;
and it may purchase such contracts in order to offset increases in the cost of
common stocks that it intends to purchase. Each of the specified Funds may enter
into futures contracts, and with respect to the Fund options thereon, to the
extent that (i) aggregate initial margin deposits to establish positions other
than "bona fide hedging" positions (and premiums paid for unexpired
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options on futures contracts) do not exceed 5% of the Fund's net assets and (ii)
the total market value of obligations underlying all futures contracts does not
exceed 20% of the value of the Fund's total assets or 50% of the value of each
of the other specified Fund's total assets.
The PBHG Advisor Funds may also purchase and write options to buy or sell
futures contracts. The Funds may write options on futures only on a covered
basis. Options on futures are similar to options on securities except that
options on futures give the purchaser the right, in return for the premium paid,
to assume a position in a futures contract, rather than actually to purchase or
sell the futures contract, at a specified exercise price at any time during the
period of the option.
Each PBHG Advisor Fund will maintain assets sufficient to meet its obligations
under such futures contracts in a segregated margin account with the custodian
bank or will otherwise comply with the SEC's position on asset coverage. The
prices of futures contracts are volatile and are influenced by, among other
things, actual and anticipated changes in the market and interest rates.
Illiquid Securities -- Illiquid securities are investments that cannot be sold
or disposed of in the ordinary course of business within seven (7) days at
approximately the prices at which they are valued. Under the supervision of the
Board of Directors of the Company, the Adviser (as defined hereinafter) or
applicable sub-adviser determines the liquidity of each PBHG Advisor Fund's
investments and, through reports from the Adviser or sub-adviser, the Board
monitors investments in illiquid instruments. In determining the liquidity of a
Fund's investments, the Adviser or sub-adviser may consider various factors
including: (i) the frequency of trades and quotations; (ii) the number of
dealers and prospective purchasers in the marketplace; (iii) dealer undertakings
to make a market; (iv) the nature of the security (including any demand or
tender features); and (v) the nature of the marketplace for trades (including
the ability to assign or offset a Fund's rights and obligations relating to the
investment). Investments currently considered by a Fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage backed securities. Also, the Adviser or sub-adviser
may determine that some government-stripped fixed-rate mortgage backed
securities, loans and other direct debt instruments, and swap agreements are
illiquid. However, with respect to over-the-counter options a Fund writes, all
or a portion of the value of the underlying instrument may be illiquid depending
on the assets held to cover the option and the nature and terms of any agreement
a Fund may have to close out the option before expiration. In the absence of
market quotations, illiquid investments are priced at fair value as determined
in good faith by a committee appointed by the Board of Directors. If, through a
change in values, net assets or other circumstances, a Fund was in a position
where more than 15% of its net assets were invested in illiquid securities (10%
for the PBHG Advisor Cash Reserves Fund), it would seek to take appropriate
steps to protect liquidity.
Mortgage-Related Securities -- Securities that include interests in pools of
mortgage loans made to U.S. residential home buyers, including mortgage loans
made by savings and loan institutions, mortgage bankers, commercial banks, and
others. Mortgage-related securities not issued or guaranteed by U.S. Government
agencies or instrumentalities are not considered U.S. Government securities for
purposes of the 80% test for such securities in the PBHG Advisor Short-Term
Government Fund. Pools of mortgage loans are assembled as securities for sale to
investors by
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<PAGE>
various governmental, government-related and private organizations. The interest
rates earned on such securities may be fixed, in the case of pools of fixed-rate
mortgages, or variable, in the case of pools of adjustable-rate mortgages. Each
PBHG Advisor Fund may also invest in debt securities which are secured with
collateral consisting of U.S. mortgage-related securities, such as
collateralized mortgage obligations, and in other types of mortgage-related
securities.
An example of a mortgage-related security is a GNMA mortgage-backed certificate.
Although the mortgage loans in the pool underlying the certificate will have
maturities of up to 30 years, the actual average life of a GNMA certificate will
be substantially less because the mortgages may be prepaid prior to maturity.
Prepayment rates vary widely and may be affected by changes in mortgage interest
rates. In periods of falling interest rates, the rate of prepayment on higher
interest rate mortgages increases, thereby shortening the average life of the
GNMA certificate. Conversely, when interest rates are rising, the rate of
prepayment decreases, thereby lengthening the actual average life of the
certificate. Reinvestment of prepayments may occur at higher or lower rates than
the original yield on the certificates. Due to the possibility of prepayment and
the need to reinvest prepayments of principal at current rates, GNMA
certificates can be less effective then typical non-callable bonds of similar
maturities at "locking in" higher yields during periods of declining rates,
although they may have comparable risks to decline in value during periods of
rising interest rates.
Options -- The PBHG Advisor Funds may invest in put and call options for various
stocks and stock indices that are traded on national securities exchanges, from
time to time as the Adviser deems to be appropriate. Options will be used for
hedging purposes and will not be engaged in for speculative purposes. The
aggregate value of option positions may not exceed 10% of a Fund's net assets as
of the time a Fund enters into such options.
A put option gives the purchaser of the option the right to sell, and the writer
the obligation to buy, the underlying security at any time during the option
period. A call option gives the purchaser of the option the right to buy, and
the writer of the option the obligation to sell, the underlying security at any
time during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option contract.
Although the Funds will engage in option transactions only as hedging
transactions and not for speculative purposes, there are risks associated with
such investment including the following: (i) the success of a hedging strategy
may depend on the ability of the Adviser or the sub-adviser to predict movements
in the prices of the individual securities, fluctuations in markets and
movements in interest rates; (ii) there may be an imperfect correlation between
the changes in market value of the stocks held by the Funds and the prices of
options; (iii) there may not be a liquid secondary market for options; and (iv)
while the Funds will receive a premium when it writes covered call options, it
may not participate fully in a rise in the market value of the underlying
security. When writing options (other than covered call options), the Funds must
establish and maintain a segregated account with the Fund's Custodian containing
cash or other liquid assets in an amount at least equal to the market value of
the option.
Receipts -- Separately traded interest and principal component parts of U.S.
Treasury obligations that are issued by banks or brokerage firms and are created
by depositing U.S. Treasury
A-5
<PAGE>
obligations into a special account at a custodian bank. The custodian bank holds
the interest and principal payments for the benefit of the registered owners of
the receipts. The custodian bank arranges for the issuance of the receipts
evidencing ownership and maintains the register.
Repurchase Agreements -- Repurchase agreements are agreements by which a person
(e.g., a PBHG Advisor Fund) obtains a security and simultaneously commits to
return the security to the seller (a member bank of the Federal Reserve System
or primary securities dealer as recognized by the Federal Reserve Bank of New
York) at an agreed upon price (including principal and interest) on an agreed
upon date within a number of days (usually not more than seven) from the date of
purchase. The resale price reflects the purchase price plus an agreed upon
market rate of interest which is unrelated to the coupon rate or maturity of the
underlying security. A repurchase agreement involves the obligation of the
seller to pay the agreed upon price, which obligation is in effect secured by
the value of the underlying security.
Repurchase agreements are considered to be loans by a PBHG Advisor Fund for
purposes of its investment limitations. The repurchase agreements entered into
by the Funds will provide that the underlying security at all times shall have a
value at least equal to 102% of the resale price stated in the agreement. With
respect to all repurchase agreements entered into by a Fund, the Fund's
custodians or their agents must take possession of the underlying collateral.
However, if the seller defaults, the Fund could realize a loss on the sale of
the underlying security to the extent that the proceeds of the sale, including
accrued interest, are less than the resale price provided in the agreement
including interest. In addition, even though the Bankruptcy Code provides
protection for most repurchase agreements, if the seller should be involved in
bankruptcy or insolvency proceedings, the Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor of the seller and is required to
return the underlying security to the seller's estate.
Restricted Securities -- Securities that may not be sold freely to the public
absent registration under the Securities Act of 1933, as amended ("1933 Act"),
or an exemption from registration. A Fund may invest in restricted securities
that the Adviser determines are not illiquid, based on guidelines and procedures
developed and established by the Board of Directors of the Company. The Board of
Directors will periodically review such procedures and guidelines and will
monitor the Adviser's implementation of such procedures and guidelines. Under
these procedures and guidelines, the Adviser will consider the frequency of
trades and quotes for the security, the number of dealers in, and potential
purchasers for, the securities, dealer undertakings to make a market in the
security, and the nature of the security and of the marketplace trades. A Fund
may purchase restricted securities sold in reliance upon the exemption from
registration provided by Rule 144A under the 1933 Act. Investing in Rule 144A
securities may increase the level of a Fund's illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in purchasing
these securities. Restricted securities may be difficult to value because market
quotations may not be readily available. Because of the restrictions on the
resale of restricted securities, they may pose liquidity problems for the Funds.
Securities Lending -- In order to generate additional income, certain of the
PBHG Advisor Funds may lend the securities in which they are invested pursuant
to agreements requiring that the loan
A-6
<PAGE>
be continuously secured by cash, securities of the U.S. Government or its
agencies or any combination of cash and such securities as collateral equal at
all times to 100% of the market value of the securities lent. Each Fund will
continue to receive interest on the securities lent while simultaneously earning
interest on the investment of cash collateral in U.S. Government securities.
Collateral is marked to market daily to provide a level of collateral at least
equal to the value of the securities lent. There may be risks of delay in
recovery of the securities or even loss of rights in the collateral should the
borrower of the securities fail financially. However, loans will only be made to
borrowers deemed by the Adviser or sub-advisers to be of good standing and when,
in the judgment of the Adviser or sub-advisers, the consideration which can be
earned currently from such securities loans justifies the attendant risk.
Swaps -- As a way of managing its exposure to different types of investments, a
PBHG Advisor Fund may enter into interest rate swaps, currency swaps and other
types of swap agreements such as caps, collars and floors. In a typical interest
rate swap, one party agrees to make regular payments equal to a floating
interest rate times a "notional principal amount" in return for payments equal
to a fixed rate times the same amount, for a specific period of time. If a swap
agreement provides for payment in different currencies, the parties might agree
to exchange the notional principal amount as well. Swaps may also depend on
other prices or rates, such as the value of an index or mortgage prepayment
rates.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by the
other party. For example, the buyer of an interest rate cap obtains the right to
receive payments to the extent that a specific interest rate exceeds an
agreed-upon level, while the seller of an interest rate floor is obligated to
make payments to the extent that a specified interest rate falls below an
agreed-upon level. An interest rate collar combines elements of buying a cap and
selling a floor.
Swap agreements will tend to shift a Fund's investments exposure from one type
of investment to another. For example, if the Fund agrees to exchange payments
in dollars for payments in foreign currency, the swap agreement would tend to
decrease the Fund's exposure to U.S. interest rates and increase its exposure to
foreign currency and interest rates. Caps and floors have an effect similar to
buying or writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of investments and their share price
and yield. Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks assumed.
As a result, swaps can be highly volatile and have a considerable impact on a
Fund's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform and may decline in value if the counterparty's
creditworthiness deteriorates. The Fund may also suffer losses if it is unable
to terminate outstanding swap agreements or reduce its exposure through
offsetting transactions. Any obligation the Fund may have under these types of
arrangements will be covered by setting aside high quality liquid securities in
a segregated account. The Fund will enter into swaps only with counterparties
deemed creditworthy by the Adviser.
Time Deposit -- A non-negotiable receipt issued by a bank in exchange for the
deposit of funds. Like a certificate of deposit, it earns a specified rate of
interest over a definite period of time;
A-7
<PAGE>
however, it cannot be traded in the secondary market. Time deposits with a
withdrawal penalty are considered to be illiquid securities.
U.S. Government Agency Obligations -- Certain Federal agencies such as the
Government National Mortgage Association ("GNMA") have been established as
instrumentalities of the United States Government to supervise and finance
certain types of activities. Issues of these agencies, while not direct
obligations of the United States Government, are either backed by the full faith
and credit of the United States (e.g., GNMA securities) or supported by the
issuing agencies' right to borrow from the Treasury. The issues of other
agencies are supported by the credit of the instrumentality (e.g., Fannie Mae
securities).
U.S. Government Securities -- Bills, notes and bonds issued by the U.S.
Government and backed by the full faith and credit of the United States.
U.S. Treasury Obligations -- Bills, notes and bonds issued by the U.S. Treasury,
and separately traded interest and principal component parts of such obligations
that are transferable through the Federal book-entry system known as Separately
Traded Registered Interest and Principal Securities ("STRIPS"). STRIPS are
usually structured with two classes that receive different proportions of the
interest and principal distributions on a pool of mortgage assets. One type of
STRIPS will have one class receiving all of the interest ("interest only" or "IO
class"), while the other class will receive all of the principal
("principal-only" or "PO class"). The yield to maturity on IO classes and PO
classes is extremely sensitive to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on the portfolio yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, a Fund may fail to fully recoup its initial investment
in these securities, even if the security is in one of the highest rating
categories.
Variable and Floating Rate Instruments -- Certain of the obligations purchased
by the Fund may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. Such instruments bear interest at rates which are not
fixed, but which vary with changes in specified market rates or indices, such as
a Federal Reserve composite index. The interest rates on these securities may be
reset daily, weekly, quarterly or some other reset period, and may have a floor
or ceiling on interest rate changes. There is a risk that the current interest
rate on such obligations may not accurately reflect existing market interest
rates. A demand instrument with a demand notice exceeding seven days may be
considered illiquid if there is no secondary market for such securities.
When-Issued and Delayed-Delivery Securities -- When-issued and delayed-delivery
securities are securities subject to settlement on a future date. For fixed
income securities, the interest rate realized on when-issued or delayed-delivery
securities is fixed as of the purchase date and no interest accrues to the Fund
before settlement. These securities are subject to market fluctuation due to
changes in market interest rates and will have the effect of leveraging the
Fund's assets. The PBHG Advisor Funds are permitted to invest in forward
commitments or when-issued securities where such purchases are for investment
and not for leveraging purposes. One or more
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segregated accounts will be established with the Custodian, and the Funds will
maintain liquid assets in such accounts in an amount at least equal in value to
each Fund's commitments to purchase when-issued securities.
A-9
<PAGE>
LOGO
PBHG ADVISOR FUNDS, INC.
PROSPECTUS
OCTOBER __, 1998
<PAGE>
PBHG Advisor Funds, Inc.
Investment Adviser:
Pilgrim Baxter & Associates, Ltd.
Distributor:
PBHG Funds Distributor
LOGO
The Power of Discipline.
The rewards of time.(Servicemark)
To open an account, receive information,
make inquiries or request literature:
1-888-800-2685
<PAGE>
Company:
PBHG ADVISOR FUNDS, INC.
Portfolios:
PBHG ADVISOR CORE VALUE FUND
PBHG ADVISOR VALUE OPPORTUNITIES FUND
PBHG ADVISOR NEW CONTRARIAN FUND
PBHG ADVISOR REIT FUND
PBHG ADVISOR DEFENSIVE EQUITY FUND
PBHG ADVISOR BLUE CHIP GROWTH FUND
PBHG ADVISOR GROWTH OPPORTUNITIES FUND
PBHG ADVISOR ENHANCED EQUITY FUND
PBHG ADVISOR TREND FUND
PBHG ADVISOR LARGE CAP CONCENTRATED FUND
PBHG ADVISOR GROWTH II FUND
PBHG ADVISOR NEW OPPORTUNITIES FUND
PBHG ADVISOR FINANCIAL SERVICES FUND
PBHG ADVISOR GLOBAL TECHNOLOGY & COMMUNICATIONS FUND
PBHG ADVISOR HEALTH CARE FUND
PBHG ADVISOR MASTER FIXED INCOME FUND
PBHG ADVISOR HIGH YIELD FUND
PBHG ADVISOR SHORT-TERM GOVERNMENT FUND
PBHG ADVISOR CASH RESERVES FUND
(each, a "PBHG Advisor Fund" or "Fund," collectively,
the "PBHG Advisor Funds" or "Funds")
Adviser:
PILGRIM BAXTER & ASSOCIATES, LTD.
This Statement of Additional Information is not a prospectus and relates only to
each of the Funds listed above. It is intended to provide additional information
regarding the activities and operations of PBHG Advisor Funds, Inc. and the
Funds. The Statement of Additional Information should be read in conjunction
with the Prospectus for the Fund shares dated October ___, 1998. The Prospectus
for the Funds may be obtained by calling 1-888-800-2685.
TABLE OF CONTENTS
Page
----
THE COMPANY..................................................................S-1
DESCRIPTION OF PERMITTED INVESTMENTS.........................................S-1
INVESTMENT LIMITATIONS......................................................S-10
THE ADVISER.................................................................S-14
THE SUB-ADVISERS............................................................S-15
THE ADMINISTRATOR AND SUB-ADMINISTRATOR.....................................S-17
THE DISTRIBUTION PLANS......................................................S-18
THE DISTRIBUTOR.............................................................S-20
HOW TO PURCHASE AND REDEEM SHARES...........................................S-21
THE CUSTODIAN...............................................................S-22
DIRECTORS AND OFFICERS OF THE COMPANY.......................................S-22
COMPUTATION OF YIELD........................................................S-25
CALCULATION OF TOTAL RETURN.................................................S-26
PURCHASE AND REDEMPTION OF SHARES...........................................S-27
DETERMINATION OF NET ASSET VALUE............................................S-27
TAXES.......................................................................S-29
PORTFOLIO TRANSACTIONS......................................................S-34
DESCRIPTION OF SHARES.......................................................S-35
5% AND 25% SHAREHOLDERS.....................................................S-36
FINANCIAL STATEMENTS........................................................S-39
October __, 1998
<PAGE>
THE COMPANY
This Statement of Additional Information relates to PBHG Advisor Funds, Inc.
(the "Company") and each of the PBHG Advisor Funds listed on the first page of
this Statement of Additional Information. Each Fund is a separate series of the
Company, which was incorporated in Maryland on January 9, 1998 and is registered
as an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"). The charter of the Company permits the
Company to offer separate classes of shares of each Fund. Shareholders may
purchase shares through separate classes, which provide for differences in
distribution costs, voting rights and dividends ("Classes"). Except for these
differences, each share of each Class of a Fund represents an equal
proportionate interest in that Fund. See "Description of Shares." This Statement
of Additional Information relates to all Classes of shares of the Company. No
investment in shares of a Fund should be made without first reading the Fund's
Prospectus. Capitalized terms not defined herein are defined in each Prospectus
offering shares of the PBHG Advisor Funds.
DESCRIPTION OF PERMITTED INVESTMENTS
Repurchase Agreements
Repurchase agreements are agreements by which a person (e.g., a PBHG Advisor
Fund) obtains a security and simultaneously commits to return the security to
the seller (a member bank of the Federal Reserve System or primary securities
dealer as recognized by the Federal Reserve Bank of New York) at an agreed upon
price (including principal and interest) on an agreed upon date within a number
of days (usually not more than seven) from the date of purchase. The resale
price reflects the purchase price plus an agreed upon market rate of interest
which is unrelated to the coupon rate or maturity of the underlying security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the underlying
security.
Repurchase agreements are considered to be loans by a PBHG Advisor Fund for
purposes of its investment limitations. The repurchase agreements entered into
by the Funds will provide that the underlying security at all times shall have a
value at least equal to 102% of the resale price stated in the agreement. With
respect to all repurchase agreements entered into by a Fund, the Fund's
custodians or their agents must take possession of the underlying collateral.
However, if the seller defaults, the Fund could realize a loss on the sale of
the underlying security to the extent that the proceeds of the sale, including
accrued interest, are less than the resale price provided in the agreement
including interest. In addition, even though the Bankruptcy Code provides
protection for most repurchase agreements, if the seller should be involved in
bankruptcy or insolvency proceedings, the Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor of the seller and is required to
return the underlying security to the seller's estate.
Investment Company Shares
Investment company shares that each PBHG Advisor Fund may invest in are limited
to shares of money market mutual funds, except as set forth under "Investment
Limitations" below. Since such mutual funds pay management fees and other
expenses, shareholders of the Funds would indirectly pay both Fund expenses and
the expenses of underlying funds with respect to Fund assets invested therein.
Applicable regulations prohibit an investment company from acquiring the
securities of other investment companies that are not "part of the same group of
investment companies" if, as a result of
S-1
<PAGE>
such acquisition: (i) the investment company owns more than 3% of the total
voting stock of the company; (ii) more than 5% of the investment company's total
assets are invested in securities of any one investment company; or (iii) more
than 10% of the total assets of the investment company are invested in
securities (other than treasury stock of the investment company) issued by all
investment companies. Each PBHG Advisor Fund has no intention currently or in
the foreseeable future of investing more than 5% of its assets in investment
company securities.
Illiquid Investments
Illiquid investments are investments that cannot be sold or disposed of in the
ordinary course of business within seven (7) days at approximately the prices at
which they are valued. Under the supervision of the Board of Directors of the
Company, the Adviser (as defined hereinafter) or applicable sub-adviser
determines the liquidity of each PBHG Advisor Fund's investments and, through
reports from the Adviser or sub-adviser, the Board monitors investments in
illiquid instruments. In determining the liquidity of a Fund's investments, the
Adviser or Sub-Adviser may consider various factors including: (i) the frequency
of trades and quotations; (ii) the number of dealers and prospective purchasers
in the marketplace; (iii) dealer undertakings to make a market; (iv) the nature
of the security (including any demand or tender features); and (v) the nature of
the market place for trades (including the ability to assign or offset a Fund's
rights and obligations relating to the investment). Investments currently
considered by a Fund to be illiquid include repurchase agreements not entitling
the holder to payment of principal and interest within seven days,
over-the-counter options, and non-government stripped fixed-rate mortgage backed
securities. Also, the Adviser or sub-adviser may determine that some
government-stripped fixed-rate mortgage backed securities, loans and other
direct debt instruments, and swap agreements are illiquid. However, with respect
to over-the-counter options a Fund writes, all or a portion of the value of the
underlying instrument may be illiquid depending on the assets held to cover the
option and the nature and terms of any agreement a Fund may have to close out
the option before expiration. In the absence of market quotations, illiquid
investments are priced at fair value as determined in good faith by a committee
appointed by the Board of Directors. If, through a change in values, net assets
or other circumstances, a Fund was in a position where more than 15% of its net
assets were invested in illiquid securities (10% for the PBHG Advisor Cash
Reserves Fund), it would seek to take appropriate steps to protect liquidity.
Restricted Securities
Restricted securities generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the Securities
Act of 1933, as amended (the "1933 Act"), or in a registered public offering.
Where registration is required, a PBHG Advisor Fund may be obligated to pay all
or part of the registration expense and a considerable period may elapse between
the time it decides to seek registration and the time a Fund may be permitted to
sell a security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a Fund might obtain a less
favorable price than prevailed when it decided to seek registration of the
security. Moreover, investing in Rule 144A securities (i.e., securities that
qualify for resale under Rule 144A under the 1933 Act) would have the effect of
increasing the level of a Fund's liquidity to the extent that qualified
institutional buyers become, for a time, uninterested in purchasing these
securities. Restricted securities may be deemed to be liquid in the same manner
as determined under the preceding paragraph ("Illiquid Investments").
S-2
<PAGE>
Foreign Currency Transactions
A PBHG Advisor Fund may hold foreign currency deposits from time to time, and
may convert dollars and foreign currencies in the foreign exchange markets.
Currency conversion involves dealer spreads and other costs, although
commissions usually are not charged. Currencies may be exchanged on a spot
(i.e., cash) basis, or by entering into forward contracts to purchase or sell
foreign currencies at a future date and price. Forward contracts generally are
traded in an interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. The parties to a forward
contract may agree to offset or terminate the contract before maturity, or may
hold the contract to maturity and complete the contemplated currency exchange.
A PBHG Advisor Fund may use currency forward contracts to manage currency risks
and to facilitate transactions in foreign securities. The following discussion
summarizes the principal currency management strategies involving forward
contracts that could be used by the Funds.
In connection with purchases and sales of securities denominated in foreign
currencies, a PBHG Advisor Fund may enter into currency forward contracts to fix
a definite price for the purchase or sale in advance of the trade's settlement
date. This technique is sometimes referred to as a "settlement hedge" or
"transaction hedge." The Adviser or the applicable sub-adviser may enter into
settlement hedges in the normal course of managing the Fund's foreign
investments. A Fund may also enter into forward contracts to purchase or sell a
foreign currency in anticipation of future purchases or sales of securities
denominated in foreign currency, even if the specific investments have not yet
been selected by the Adviser or the sub-adviser.
A PBHG Advisor Fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For example,
if a Fund owned securities denominated in pounds sterling, it could enter into a
forward contract to sell pounds sterling in return for U.S. dollars to hedge
against possible declines in the pound's value. Such a hedge, sometimes referred
to as a "position hedge," would tend to offset both positive and negative
currency fluctuations, but would not offset changes in security values caused by
other factors. A Fund could also hedge the position by selling another currency
expected to perform similarly to the pound sterling - for example, by entering
into a forward contract to sell Deutsche marks in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer advantages
in terms of cost, yield, or efficiency, but generally would not hedge currency
exposure as effectively as a simple hedge into U.S. dollars. Proxy hedges may
result in losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.
Under certain conditions, guidelines of the Securities and Exchange Commission
("SEC") require mutual funds to set aside appropriate liquid assets in a
segregated account to cover currency forward contracts. As required by SEC
guidelines, each PBHG Advisor Fund will segregate assets to cover currency
forward contracts, if any, whose purpose is essentially speculative. A Fund will
not segregate assets to cover forward contracts entered into for hedging
purposes, including settlement hedges, position hedges, and proxy hedges.
Successful use of forward currency contracts will depend on the skill of the
Adviser or the applicable sub-adviser in analyzing and predicting currency
values. Forward contracts may substantially change a PBHG Advisor Fund's
investment exposure to changes in currency exchange rates, and could result in
S-3
<PAGE>
losses to a Fund if currencies do not perform as the Adviser or the applicable
sub-adviser anticipates. For example, if a currency's value rose at a time when
the Adviser or sub-adviser had hedged a Fund by selling that currency in
exchange for dollars, a Fund would be unable to participate in the currency's
appreciation. If the Adviser or a sub-adviser hedges a Fund's currency exposure
through proxy hedges, the Fund could realize currency losses from the hedge and
the security position at the same time if the two currencies do not move in
tandem. Similarly, if the Adviser or the applicable sub-adviser increases a
Fund's exposure to a foreign currency and that currency's value declines, the
Fund will realize a loss. There is no assurance that the use of forward currency
contracts by the Adviser or the sub-advisers will be advantageous to a Fund or
that it will hedge at an appropriate time.
Futures Contracts
A futures contract is a bilateral agreement to buy or sell a security (or
deliver a cash settlement price, in the case of a contract relating to an index
or otherwise not calling for physical delivery at the end of trading in the
contracts) for a set price in the future. Futures contracts are designated by
boards of trade which have been designated "contracts markets" by the
Commodities Futures Trading Commission ("CFTC").
No purchase price is paid or received when the contract is entered into.
Instead, a PBHG Advisor Fund, upon entering into a futures contract (and to
maintain that Fund's open positions in futures contracts), would be required to
deposit with its custodian in a segregated account in the name of the futures
broker an amount of cash, or other assets, known as "initial margin." The margin
required for a particular futures contract is set by the exchange on which the
contract is traded, and may be significantly modified from time to time by the
exchange during the term of the contract. Futures contracts are customarily
purchased and sold on margin that may range upward from less than 5% of the
value of the contract being traded. By using futures contracts as a risk
management technique, given the greater liquidity in the futures market than in
the cash market, it may be possible to accomplish certain results more quickly
and with lower transaction costs.
If the price of an open futures contract changes (by increase in the case of a
sale or by decrease in the case of a purchase) so that the loss on the futures
contract reaches a point at which the margin on deposit does not satisfy margin
requirements, the broker will require an increase in the margin. However, if the
value of a position increases because of favorable price changes in the futures
contract so that the margin deposit exceeds the required margin, the broker will
pay the excess to the applicable PBHG Advisor Fund. These subsequent payments,
called "variation margin," to and from the futures broker, are made on a daily
basis as the price of the underlying assets fluctuate making the long and short
positions in the futures contract more or less valuable, a process known as
"marking to the market." A Fund expects to earn interest income on its initial
and variation margin deposits.
A PBHG Advisor Fund will incur brokerage fees when it purchases and sells
futures contracts. Positions taken in the futures markets are not normally held
until delivery or cash settlement is required, but are instead liquidated
through offsetting transactions which may result in a gain or a loss. While
futures positions taken by a Fund will usually be liquidated in this manner, a
Fund may instead make or take delivery of underlying securities whenever it
appears economically advantageous to that Fund to do so. A clearing organization
associated with the exchange on which futures are traded assumes responsibility
for closing out transactions and guarantees that, as between the clearing
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members of an exchange, the sale and purchase obligations will be performed with
regard to all positions that remain open at the termination of the contract.
Securities Index Futures Contracts. Purchases or sales of securities index
futures contracts may be used in an attempt to protect each PBHG Advisor Fund's
current or intended investments from broad fluctuations in securities prices. A
securities index futures contract does not require the physical delivery of
securities, but merely provides for profits and losses resulting from changes in
the market value of the contract to be credited or debited at the close of each
trading day to the respective accounts of the parties to the contract. On the
contract's expiration date a final cash settlement occurs and the futures
positions are simply closed out. Changes in the market value of a particular
index futures contract reflect changes in the specified index of securities on
which the future is based.
By establishing an appropriate "short" position in index futures, a PBHG Advisor
Fund may also seek to protect the value of its portfolio against an overall
decline in the market for such securities. Alternatively, in anticipation of a
generally rising market, a Fund can seek to avoid losing the benefit of
apparently low current prices by establishing a "long" position in securities
index futures and later liquidating that position as particular securities are
in fact acquired. To the extent that these hedging strategies are successful, a
Fund will be affected to a lesser degree by adverse overall market price
movements than would otherwise be the case.
Limitations on Purchase and Sale of Futures Contracts. A PBHG Advisor Fund,
except the PBHG Advisor Value Opportunities Fund, PBHG Advisor New Contrarian
Fund, PBHG Enhanced Equity Fund, PBHG Advisor Defensive Equity Fund, PBHG Master
Fixed Income Fund, and PBHG Advisor Short-Term Government Fund, will not
purchase or sell futures contracts unless either (i) the futures contracts are
purchased for "bona fide hedging" purposes (as that term is defined under the
CFTC regulations) or (ii) if purchased for other than "bona fide hedging"
purposes, the sum of the amounts of initial margin deposits on a Fund's existing
futures contracts and premiums required to establish non-hedging positions would
not exceed 5% of the liquidation value of that Fund's total assets, provided
that, in the case of an option that is "in-the-money" at the time of purchase,
the "in-the-money" amount may be excluded in computing such 5%. In instances
involving the purchase of futures contracts by a Fund, an amount of cash or
other liquid assets, equal to the cost of such futures contracts (less any
related margin deposits), will be deposited in a segregated account with its
custodian, thereby insuring that the use of such futures contracts is
unleveraged. In instances involving the sale of futures contracts by a Fund, the
securities underlying such futures contracts or options will at all times be
maintained by that Fund or, in the case of index futures contracts, the Fund
will own securities the price changes of which are, in the opinion of the
Adviser, expected to replicate substantially the movement of the index upon
which the futures contract is based.
The PBHG Advisor Value Opportunities Fund, PBHG Advisor New Contrarian Fund,
PBHG Enhanced Equity Fund, PBHG Advisor Defensive Equity Fund, PBHG Master Fixed
Income Fund, and PBHG Advisor Short-Term Government Fund may purchase and sell
("write") both put options and call options on securities, securities indices
and foreign currencies, enter into interest rate, foreign currency and index
futures contracts, and purchase and sell options on such futures contracts
("Futures options") for various reasons: to hedge portfolio securities against
adverse fluctuations, to adjust the level of market exposure of a portfolio, to
facilitate trading, to reduce transaction costs, and/or to seek higher
investment returns when a futures or option contract is attractively priced
relative to a typical portfolio investment in the underlying security or index
or securities highly correlated to the underlying
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index, and not for speculation. These Funds may purchase and sell foreign
currency options for purposes of increasing exposure to a foreign currency or to
shift exposure to foreign currency fluctuations from one country to another. If
other types of options, futures contracts, or futures options are traded in the
future, these Funds may also use those instruments, provided the Board of
Directors determines that their use is consistent with such Fund's investment
objective, and their use is consistent with restrictions applicable to options
and futures contracts currently eligible for use by such Fund.
For information concerning the risks associated with utilizing futures
contracts, please see "Risks of Transactions in Futures Contracts Options"
below.
Options
The types of options transactions that each PBHG Advisor Fund is permitted to
utilize are discussed below.
Writing Call Options. A call option is a contract which gives the purchaser of
the option (in return for a premium paid) the right to buy, and the writer of
the option (in return for a premium received) the obligation to sell, the
underlying security at the exercise price at expiration and/or any time prior to
the expiration of the option, regardless of the market price of the security
during the option period. A call option on a security is covered, for example,
when the writer of the call option owns the security on which the option is
written (or on a security convertible into such a security without additional
consideration) throughout the option period.
A PBHG Advisor Fund will write covered call options both to reduce the risks
associated with certain of its investments and to increase total investment
return through the receipt of premiums. In return for the premium income, a Fund
will give up the opportunity to profit from an increase in the market price of
the underlying security above the exercise price so long as its obligations
under the contract continue, except insofar as the premium represents a profit.
Moreover, in writing the call option, a Fund will retain the risk of loss should
the price of the security decline. The premium is intended to offset that loss
in whole or in part. Unlike the situation in which a Fund owns securities not
subject to a call option, a Fund, in writing call options, must assume that the
call may be exercised at any time prior to the expiration of its obligation as a
writer, and that in such circumstances the net proceeds realized from the sale
of the underlying securities pursuant to the call may be substantially below the
prevailing market price.
A PBHG Advisor Fund may terminate its obligation under an option it has written
by buying an identical option. Such a transaction is called a "closing purchase
transaction." A Fund will realize a gain or loss from a closing purchase
transaction if the amount paid to purchase a call option is less or more than
the amount received from the sale of the corresponding call option. Also,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from the exercise or closing out of a call option is likely to be offset in
whole or part by unrealized appreciation of the underlying security owned by the
Fund. When an underlying security is sold from a Fund's securities portfolio,
that Fund will effect a closing purchase transaction so as to close out any
existing covered call option on that underlying security.
Writing Put Options. The writer of a put option becomes obligated to purchase
the underlying security at a specified price during the option period if the
buyer elects to exercise the option before its
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expiration date. A PBHG Advisor Fund when it writes a put option will be
required to "cover" it, for example, by depositing and maintaining in a
segregated account with its custodian cash or other liquid obligations having a
value equal to or greater than the exercise price of the option.
A PBHG Advisor Fund may write put options either to earn additional income in
the form of option premiums (anticipating that the price of the underlying
security will remain stable or rise during the option period and the option will
therefore not be exercised) or to acquire the underlying security at a net cost
below the current value (e.g., the option is exercised because of a decline in
the price of the underlying security, but the amount paid by such Fund, offset
by the option premium, is less than the current price). The risk of either
strategy is that the price of the underlying security may decline by an amount
greater than the premium received. The premium which a Fund receives from
writing a put option will reflect, among other things, the current market price
of the underlying security, the relationship of the exercise price to that
market price, the historical price volatility of the underlying security, the
option period, supply and demand and interest rates.
A PBHG Advisor Fund may effect a closing purchase transaction to realize a
profit on an outstanding put option or to prevent an outstanding put option from
being exercised.
Purchasing Put and Call Options. A PBHG Advisor Fund may purchase put options on
securities to protect its holdings against a substantial decline in market
value. The purchase of put options on securities will enable a Fund to preserve,
at least partially, unrealized gains in an appreciated security in its portfolio
without actually selling the security. In addition, a Fund will continue to
receive interest or dividend income on the security. A Fund may also purchase
call options on securities to protect against substantial increases in prices of
securities that the Fund intends to purchase pending its ability to invest in an
orderly manner in those securities. A Fund may sell put or call options it has
previously purchased, which could result in a net gain or loss depending on
whether the amount received on the sale is more or less than the premium and
other transaction costs paid on the put or call option which was bought.
Securities Index Options. Each PBHG Advisor Fund may write covered put and call
options and purchase call and put options on securities indexes for the purpose
of hedging against the risk of unfavorable price movements adversely affecting
the value of the Fund's securities or securities it intends to purchase. A Fund
will only write "covered" options. A call option on a securities index is
considered covered, for example, if, so long as the Fund is obligated as the
writer of the call, it holds securities the price changes of which are, in the
opinion of the Adviser, expected to replicate substantially the movement of the
index or indexes upon which the options written by the Fund are based. A put on
a securities index written by a Fund will be considered covered if, so long as
it is obligated as the writer of the put, the Fund segregates with its custodian
cash or other liquid obligations having a value equal to or greater than the
exercise price of the option. Unlike a stock option, which gives the holder the
right to purchase or sell a specified stock at a specified price, an option on a
securities index gives the holder the right to receive a cash "exercise
settlement amount" equal to (i) the difference between the exercise price of the
option and the value of the underlying stock index on the exercise date,
multiplied by (ii) a fixed "index multiplier." A securities index fluctuates
with changes in the market value of the securities so included. For example,
some securities index options are based on a broad market index such as the S&P
500 or the NYSE Composite Index, or a narrower market index such as the S&P 100.
Indexes may also be based on an industry or market segment such as the AMEX Oil
and Gas Index or the Computer and Business Equipment Index.
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Over-the-Counter Options. Each PBHG Advisor Fund may enter into contracts with
primary dealers with whom it may write over-the-counter options. Such contracts
will provide that the Fund has the absolute right to repurchase an option it
writes at any time at a repurchase price which represents the fair market value,
as determined in good faith through negotiation between the parties, but which
in no event will exceed a price determined pursuant to a formula contained in
the contract. Although the specific details of the formula may vary between
contracts with different primary dealers, the formula will generally be based on
a multiple of the premium received by a Fund for writing the option, plus the
amount, if any, of the option's intrinsic value (i.e., the amount the option is
"in-the-money"). The formula will also include a factor to account for the
difference between the price of the security and the strike price of the option
if the option is written "out-of-the-money." Each PBHG Advisor Fund has
established standards of creditworthiness for these primary dealers, although
such Fund may still be subject to the risk that firms participating in such
transactions will fail to meet their obligations. In instances in which a Fund
has entered into agreements with respect to the over-the-counter options it has
written, and such agreements would enable the Fund to have an absolute right to
repurchase at a pre-established formula price the over-the-counter option
written by it, the Fund would treat as illiquid only securities equal in amount
to the formula price described above less the amount by which the option is
"in-the-money," i.e., the amount by which the price of the option exceeds the
exercise price.
For information concerning the risks associated with utilizing options and
futures contracts, please see "Risks of Transactions in Futures Contracts and
Options" below.
Risks of Transactions in Futures Contracts and Options
Futures. The prices of futures contracts are volatile and are influenced, among
other things, by actual and anticipated changes in the market and interest
rates, which in turn are affected by fiscal and monetary policies and national
and international political and economic events.
Most United States futures exchanges limit the amount of fluctuation permitted
in futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
futures contract, no trades may be made on that day at a price beyond that
limit. The daily limit governs only price movement during a particular trading
day and therefore does not limit potential losses, because the limit may prevent
the liquidation of unfavorable positions. Futures contract prices have
occasionally moved to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses.
Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the futures contract is deposited as margin, a subsequent 10%
decrease in the value of the futures contract would result in a total loss of
the margin deposit, before any deduction for the transaction costs, if the
account were then closed out. A 15% decrease would result in a loss equal to
150% of the original margin deposit, if the futures contract were closed out.
Thus, a purchase or sale of a futures contract may result in losses in excess of
the amount invested in the futures contract.
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A decision of whether, when, and how to hedge involves skill and judgment, and
even a well-conceived hedge may be unsuccessful to some degree because of
unexpected market behavior, market trends or interest rate trends. There are
several risks in connection with the use by a Fund of futures contracts as a
hedging device. One risk arises because of the imperfect correlation between
movements in the prices of the futures contracts and movements in the prices of
the underlying instruments which are the subject of the hedge. The Adviser or
applicable sub-adviser will, however, attempt to reduce this risk by entering
into futures contracts whose movements, in its judgment, will have a significant
correlation with movements in the prices of a PBHG Advisor Fund's underlying
instruments sought to be hedged.
Successful use of futures contracts by a PBHG Advisor Fund for hedging purposes
is also subject to the Fund's ability to correctly predict movements in the
direction of the market. It is possible that, when a Fund has sold futures to
hedge its portfolio against a decline in the market, the index, indices, or
instruments underlying futures might advance and the value of the underlying
instruments held in that Fund's portfolio might decline. If this were to occur,
the Fund would lose money on the futures and also would experience a decline in
value in its underlying instruments.
Positions in futures contracts may be closed out only on an exchange or a board
of trade which provides the market for such futures. Although the PBHG Advisor
Funds intend to purchase or sell futures only on exchanges or boards of trade
where there appears to be an active market, there is no guarantee that such will
exist for any particular contract or at any particular time. If there is not a
liquid market at a particular time, it may not be possible to close a futures
position at such time, and, in the event of adverse price movements, the Fund
would continue to be required to make daily cash payments of variation margin.
However, in the event futures positions are used to hedge portfolio securities,
the securities will not be sold until the futures positions can be liquidated.
In such circumstances, an increase in the price of securities, if any, may
partially or completely offset losses on the futures contracts.
Options. A closing purchase transaction for exchange-traded options may be made
only on a national securities exchange. There is no assurance that a liquid
secondary market on an exchange will exist for any particular option, or at any
particular time, and for some options, such as over-the-counter options, no
secondary market on an exchange may exist. If a Fund is unable to effect a
closing purchase transaction, that Fund will not sell the underlying security
until the option expires or the Fund delivers the underlying security upon
exercise.
Options traded in the over-the-counter market may not be as actively traded as
those on an exchange. Accordingly, it may be more difficult to value such
options. In addition, it may be difficult to enter into closing transactions
with respect to options traded over-the-counter. A Fund will engage in such
transactions only with firms of sufficient credit so as to minimize these risks.
Such options and the securities used as "cover" for such options may be
considered illiquid securities.
The effectiveness of hedging through the purchase of securities index options
will depend upon the extent to which price movements in the portion of the
securities portfolio being hedged correlate with price movements in the selected
securities index. Perfect correlation is not possible because the securities
held or to be acquired by a Fund will not exactly match the composition of the
securities indexes on which options are written. In the purchase of securities
index options the principal risk is that the premium and transaction costs paid
by a Fund in purchasing an option will be lost if the
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changes (increase in the case of a call, decrease in the case of a put) in the
level of the index do not exceed the cost of the option.
An exchange may establish limitations governing the maximum number of calls and
puts in each class (whether or not covered) which may be written by a single
investor or group of investors acting in concert (regardless of whether the
options are written on the same or different exchanges or are held or written in
one or more accounts or through one or more brokers). It is possible that the
Fund and clients advised by the Adviser may constitute such a group. An exchange
may order the liquidation of positions found to be in violation of these limits,
and it may impose certain other sanctions. These position limits may limit the
number of options which a Fund can write on a particular security.
INVESTMENT LIMITATIONS
Fundamental Policies
Each Fund has adopted certain investment restrictions which, in addition to
those restrictions summarized in the Prospectus, are fundamental and may not be
changed without approval by a majority vote of the Fund's shareholders. Such
majority is defined in the 1940 Act as the lesser of (i) 67% or more of the
voting securities of the Fund present in person or by proxy at a meeting, if the
holders of more than 50% of the outstanding voting securities are present or
represented by proxy; or (ii) more than 50% of the outstanding voting securities
of the Fund.
No PBHG Advisor Fund may:
1. Make loans except that each PBHG Advisor Fund, in accordance with its
investment objective and policies, may (a) purchase debt obligations,
(b) enter into repurchase agreements and (c) lend its portfolio
securities.
2. Act as an underwriter of securities of other issuers, except as it may
be deemed to be an underwriter under the 1933 Act in connection with
the purchase and sale of portfolio securities.
3. Purchase or sell commodities or commodity contracts, except that a PBHG
Advisor Fund, in accordance with its investment objective and policies,
may: (i) invest in readily marketable securities of issuers which
invest or engage in such activities; and (ii) enter into forward
contracts, futures contracts and options thereon.
4. Purchase or sell real estate, or real estate partnership interests,
except that this limitation shall not prevent a PBHG Advisor Fund from
investing directly or indirectly in readily marketable securities of
issuers which can invest in real estate, institutions that issue
mortgages, or real estate investment trusts which deal with real estate
or interests therein.
5. Issue senior securities (as defined in the 1940 Act) except as
permitted in connection with the Fund's policies on borrowing and
pledging, or as permitted by rule, regulation or order of the SEC.
6. Purchase more than 10% of the voting securities of any one issuer or
purchase securities of any one issuer if, at the time of purchase, more
than 5% of its total assets will be invested in that
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issuer except (a) with respect to the PBHG Advisor Cash Reserves Fund,
to the extent permitted by Rule 2a-7 under the 1940 Act and (b) with
respect to each other PBHG Advisor Fund, up to 25% of its assets may be
invested without regard to these limits.
This limitation does not apply to the PBHG Advisor Large Cap
Concentrated Fund. In addition, for purposes of this investment
limitation, the term "issuer" does not include obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities
and repurchase agreements collateralized by such obligations.
7. Invest 25% or more of its total assets at the time of purchase in
securities of issuers (other than obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and repurchase
agreements collateralized by such obligations) whose principal business
activities are in the same industry, except that the PBHG Advisor Cash
Reserves Fund may, when otherwise consistent with its investment
policies and the provisions of Rule 2a-7 under the 1940 Act,
concentrate its investments in obligations (other than commercial
paper) issued or guaranteed by U.S. Banks (including foreign branches
of U.S. banks) and U.S. branches of foreign banks and repurchase
agreements and securities loans collateralized by such bank
obligations. For purposes of this investment limitation, state and
municipal governments and their agencies and authorities are not deemed
to be industries; utility companies will be divided according to their
services (e.g., gas, gas transmission, electric, electric and gas, and
telephone) and financial service companies will be classified according
to end use of their service (e.g., automobile finance, bank finance,
and diversified finance).
With respect to the PBHG Advisor Sector Funds, purchase securities of
any issuer if, as a result, less than 25% of a Fund's total assets
would be invested in the securities of issuers principally engaged in
the business activities of the industries in the market sector
identified for each PBHG Advisor Sector Fund. (See the Prospectus for
a description of the groups of industries in which each Fund will
concentrate its investments.)
8. Borrow money (other than pursuant to reverse repurchase agreements)
except for temporary or emergency purposes and then only in amounts up
to (a) 10% of the total assets of the PBHG Advisor Large Cap
Concentrated Fund and the PBHG Advisor Defensive Equity Fund; (b) 15%
of the total assets of the PBHG Advisor Enhanced Equity Fund, PBHG
Advisor Master Fixed Income Fund and the PBHG Advisor Short-Term
Government Fund; and (c) 33 1/3% of the total assets of each other PBHG
Advisor Fund. The temporary borrowing will include, for example,
borrowing to facilitate the orderly sale of portfolio securities to
accommodate substantial redemption requests if they should occur, to
facilitate the settlement of securities transactions, and is not for
investment purposes. All borrowings in excess of 5% of a Fund's total
assets will be repaid before making additional investments.
The foregoing percentages will apply at the time of each purchase of a security
(except with respect to borrowings in excess of limitation 8(c) above which will
be reduced consistent with the requirements of Section 18(f) of the 1940 Act.)
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Non-fundamental Policies
In addition to the foregoing, and the policies set forth in each PBHG Advisor
Fund's Prospectus, each Fund has adopted additional investment restrictions
which may be amended by the Board of Directors without a vote of shareholders.
As a non-fundamental investment policy, no PBHG Advisor Fund may:
1. Pledge more than 10% of it's total assets, except that each PBHG
Advisor Fund may pledge assets to the extent permitted by the 1940 Act
in order to (i) secure permitted borrowings or (ii) as may be necessary
in connection with the Fund's use of options and futures contracts.
2. Purchase or hold the securities of an issuer if, at the time thereof,
any such purchase or holding would cause more than 15% of the Fund's
net assets to be invested in illiquid securities. This limitation does
not include any Rule 144A security that has been determined by, or
pursuant to procedures established by, the Board, based on trading
markets for such security, to be liquid.
3. Purchase or sell puts, calls, straddles, spreads, and any combination
thereof except that a PBHG Advisor Fund may, in accordance with its
investment objective and policies, write covered call options wit
respect to all of its portfolio securities, write covered put options
and enter into closing purchase transactions with respect to such
options, engage in put and call option transactions and engage in
interest rate and stock index futures contracts and related options
transactions.
4. Purchase securities of open-end or closed-end investment companies,
except to the extent permitted by the 1940 Act.
5. Invest in companies for the purpose of exercising control.
6. Except for the PBHG Advisor New Contrarian Fund, the PBHG Advisor
Enhanced Equity Fund, the PBHG Advisor Master Fixed Income Fund and the
PBHG Advisor Short-Term Government Fund, make short sales of securities
or maintain a short position. With respect to the PBHG Advisor
Defensive Equity Fund, the Fund will not make short sales of securities
or maintain a short position, unless at all times when a short position
is open, the Fund owns an equal amount of such securities or owns
securities convertible into or exchangeable for securities, without
payment of additional consideration (except upon exercise of covered
call options on such securities with a strike price no higher than the
price at which the securities were sold short or, if higher, if the
difference between the strike price and the price at which the
securities were sold short is maintained in U.S. Government securities
in a segregated account with the Fund's custodian or a broker), which
are at least equal in amount to and of the same issue as the securities
sold short and such securities are not subject to outstanding call
options, and unless not more than 10% of the Fund's net assets (taken
at current value) are held as collateral for such sales at any one
time.
7. Purchase securities on margin, except that each PBHG Advisor Fund may:
(i) obtain short-term credits as necessary for the clearance of
security transactions; and (ii) establish
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margin accounts as may be necessary in connection with the Fund's use
of options and futures contracts.
8. Invest in interests in oil, gas or other mineral leases, exploration or
development programs, except that this shall not prevent a PBHG Advisor
Fund from investing in readily marketable securities of issuers that
invest or engage in oil, gas or other mineral leases, exploration or
development programs or issuers secured by interest in such activities.
In addition to the above, the PBHG Advisor Enhanced Equity Fund, the PBHG
Advisor Master Fixed Income Fund, the PBHG Advisor Short-Term Government Fund
and the PBHG Advisor Defensive Equity Fund, as a non-fundamental policy, may
not:
1. Invest more than 5% of the value of its net assets (total assets with
respect to the PBHG Advisor Defensive Equity Fund) in securities of
issuers which have a record of less than three years continuous
operation, including in such three years the operation of any
predecessor company or companies, partnership or individual
proprietorship if the company whose securities are to be purchased by
the Fund has come into existence as a result of a distribution, merger,
consolidation, reorganization or the purchase of all or substantially
all of the assets of such predecessor.
2. Purchase or retain the securities of any issuer if, to the knowledge of
the Fund, any of the officers or directors of the Fund or its
investment adviser owns individually more than one-half of one percent
of the securities of such issuer and together own more than 5% of the
securities of such issuer.
In addition to the above, the PBHG Advisor Defensive Equity Fund, as a
non-fundamental policy, may not:
1. Invest more than 10% of the value of its total assets in securities
restricted as to disposition under the Federal securities laws.
2. Participate on a joint or a joint and several basis in any trading
account in securities.
3. Sell or buy options which are not listed for trading on a national
securities exchange if, as a result, more than 5% of the Fund's net
assets would be a risk in connection with all such unlisted options.
4. Sell any covered put stock option if, as a result, the Fund would then
have more than 50% of its total assets at current value subject to
being invested upon the exercise of put options.
5. Make short sales "against the box," except for the purpose of deferring
realization of gain or loss for Federal income tax purposes and/or to
receive interest on the proceeds of such sales when made in connection
with convertible securities. Such sales will not be made of securities
subject to outstanding options.
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The foregoing percentages will apply at the time of each purchase of a security
(except with respect to the limitation on investments in illiquid securities).
THE ADVISER
The Company and Pilgrim Baxter & Associates, Ltd. (the "Adviser") have entered
into an investment advisory agreement with respect to the Funds (the "Advisory
Agreement"). The Advisory Agreement provides certain limitations on the
Adviser's liability, but also provides that the Adviser shall not be protected
against any liability to the Company or each of its Funds or its shareholders by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.
The Advisory Agreement obligates the Adviser to: (i) provide a program of
continuous investment management for the Company in accordance with the
Company's investment objectives, policies and limitations; (ii) make investment
decisions for the Company; and (iii) place orders to purchase and sell
securities for the Company, subject to the supervision of the Board of
Directors. The Advisory Agreement provides that the Adviser is not responsible
for other expenses of operating the Company. (See the Prospectuses for a
description of expenses borne by the Company.)
In the interest of limiting the expenses of the PBHG Advisor Funds, the Adviser
has entered into an Expense Limitation Agreement with the Company, on behalf of
each Fund. The Adviser has agreed to waive or limit its advisory fees or assume
other expenses in an amount that operates to limit the aggregate annual total of
certain operating expenses of each Fund as follows: 0.82% of the PBHG Advisor
Core Value Fund, the PBHG Advisor New Contrarian Fund, the PBHG Advisor Blue
Chip Growth Fund, the PBHG Advisor Enhanced Equity Fund and 0.82% of the PBHG
Advisor Defensive Equity Fund; 1.07% of the PBHG Advisor Value Opportunities
Fund, the PBHG Advisor Large Cap Concentrated Fund, the PBHG Advisor Growth II
Fund, the PBHG Advisor Financial Services Fund, the PBHG Advisor Global
Technology & Communications Fund and the PBHG Advisor Health Care Fund; 0.97% of
the PBHG Advisor REIT Fund and the PBHG Advisor New Opportunities Fund; 0.87% of
the PBHG Advisor Growth Opportunities Fund and the PBHG Advisor Trend Fund;
0.67% of the PBHG Advisor Master Fixed Income Fund; 0.72% of the PBHG Advisor
High Yield Fund; and 0.52% of the PBHG Advisor Short-Term Government Fund and
the PBHG Advisor Cash Reserves Fund. The expenses subject to such limitation are
those which are not specifically allocated to a class of shares of a Fund under
the Company's multiple class plan (the "Rule 18f-3 Plan") including, but not
limited to, investment advisory fees of the Adviser, but excluding: (i)
interest, taxes, brokerage commissions, and other expenditures which are
capitalized in accordance with generally accepted accounting principles; (ii)
expenses specifically allocated to a class of shares of a Fund under the Rule
18f-3 Plan, such as Rule 12b-1 expenses and transfer agency fees; and (iii)
other extraordinary expenses not incurred in the ordinary course of a Fund's
business. Because the expenses subject to the foregoing limitations are not
specifically allocated to a class of shares of a fund, the expense identified in
the notes to the Classes' Annual Operating Expenses in the Prospectus may not
correlate to the fees provided in the respective fee table provided in the
Prospectus (which includes waivers and expense limitations). The expenses do not
correlate because only Fund-related expenses are limited. Reimbursement by the
Funds of the advisory fees waived or limited and other expenses paid by the
Adviser pursuant to the Expense Limitation Agreement may be made at a later date
when such Funds have reached a sufficient asset size to permit reimbursement to
be made without causing the total
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annual expense ratio of each Fund to exceed the percentages discussed in this
paragraph. Consequently, no reimbursement by a Fund will be made unless: (i) the
Fund's assets exceed $75 million; (ii) the Fund's total annual expense ratio is
less than the specified percentage; and (iii) the payment of such reimbursement
was approved by the Board of Directors on a quarterly basis. The total amount of
reimbursement to which the Adviser may be entitled shall equal, at any time, the
sum of all investment advisory fees previously waived or reduced by the Adviser
and all other payments remitted by the Adviser to the Fund during any of the
previous two (2) fiscal years, less any reimbursement previously paid by the
Fund to the Adviser with respect to such waivers, reductions, or payments.
The continuance of the Advisory Agreement with respect to a PBHG Advisor Fund
after the first two years must be specifically approved at least annually (i) by
the Company's Board of Directors or by vote of a majority of the Fund's
outstanding voting securities and (ii) by the affirmative vote of a majority of
the directors who are not parties to the agreement or interested persons of any
such party by votes cast in person at a meeting called for such purpose. The
Advisory Agreement may be terminated (i) at any time without penalty by the Fund
upon the vote of a majority of the directors or by vote of the majority of the
Fund's outstanding voting securities upon 60 days' written notice to the Adviser
or (ii) by the Adviser at any time without penalty upon 60 days' written notice
to the Company. The Advisory Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act).
THE SUB-ADVISERS
Pilgrim Baxter Value Investors, Inc.
The Company, on behalf of each of the PBHG Advisor Core Value Fund, PBHG Advisor
New Contrarian Fund, PBHG Advisor Value Opportunities Fund, PBHG Advisor REIT
Fund and PBHG Advisor Financial Services Fund, and the Adviser have entered into
a sub-advisory agreement (the "Value Investors Sub-Advisory Agreement") with
Pilgrim Baxter Value Investors, Inc. ("Value Investors"), a wholly owned
subsidiary of the Adviser. The Value Investors Sub-Advisory Agreement provides
certain limitations on Value Investors' liability, but also provides that Value
Investors shall not be protected against any liability to the Company or its
shareholders by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard of its
obligations or duties thereunder.
The Value Investors Sub-Advisory Agreement obligates Value Investors to: (i)
manage the investment operations of the applicable PBHG Advisor Fund and the
composition of such Fund's investment portfolios, including the purchase,
retention and disposition thereof in accordance with such Fund's investment
objective, policies and limitations; (ii) provide supervision of such Fund's
investments and to determine from time to time what investments and securities
will be purchased, retained or sold by such Fund and what portion of the assets
will be invested or held uninvested in cash; and (iii) determine the securities
to be purchased or sold by such Fund and will place orders with or through such
persons, brokers or dealers to carry out the policy with respect to brokerage
set forth in the Fund's Prospectus or as the Board of Directors or the Adviser
may direct from time to time, in conformity with federal securities laws.
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With respect to each applicable PBHG Advisor Fund, the continuance of the Value
Investors Sub-Advisory Agreement after the first two years must be specifically
approved at least annually (i) by the Company's Board of Directors or by vote of
a majority of the outstanding voting securities of such Fund and (ii) by the
affirmative vote of a majority of the Directors who are not parties to the
agreement or interested persons of any such party by votes cast in person at a
meeting called for such purpose. The Value Investors Sub-Advisory Agreement may
be terminated with respect to a Fund (i) by the Company, without the payment of
any penalty, by the vote of a majority of the Directors of the Company or by the
vote of a majority of the outstanding voting securities of the applicable Fund,
(ii) by the Adviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the other parties, or
(iii) by Value Investors at any time, without the payment of any penalty, on 90
days' written notice to the other parties. The Value Investors Sub-Advisory
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
Pilgrim Baxter Analytic Investors, Inc.
Effective July 20, 1998, Pilgrim Baxter Analytic Investors, Inc. became a
wholly-owned subsidiary of the Adviser and changed its name from Analytic o TSA
Global Asset Management, Inc. to Pilgrim Baxter Analytic Investors, Inc.
("Analytic Investors"). The Company, on behalf of the PBHG Advisor Enhanced
Equity Fund, PBHG Advisor Defensive Equity Fund Portfolio, PBHG Advisor Master
Fixed Income Fund, and PBHG Advisor Short-Term Government Fund, and the Adviser
have entered into a sub-advisory agreement (the "Analytic Sub-Advisory
Agreement") with Analytic Investors, 700 South Flower Street, Suite 2400, Los
Angeles, CA 90017.
Analytic Investors was founded in 1970 as Analytic Investment Management, Inc.,
one of the first independent investment counsel firms specializing in the
creation and continuous management of optioned equity and optioned debt
portfolios for fiduciaries and other long term investors. It is one of the
oldest and largest independent investment management firms in this specialized
area. In January 1996, Analytic Investment Management, Inc. acquired and merged
with TSA Capital Management which emphasizes U.S. and global tactical asset
allocation, currency management, quantitative equity and fixed income
management, as well as option yield curve strategies. Analytic Investors serves,
among others, pension and profit-sharing plan, endowments, foundations,
corporate investment portfolios, mutual savings banks, and insurance companies,
for which it manages in excess of $1 billion. It has also managed another
registered investment company since 1978.
Pursuant to the Analytic Sub-Advisory Agreement, Analytic Investors, subject to
the control and direction of the Company's Officers and Board of Directors,
manages the PBHG Advisor Enhanced Equity Fund, PBHG Advisor Defensive Equity
Fund, PBHG Advisor Master Fixed Income Fund, and PBHG Advisor Short-Term
Government Fund in accordance with each Fund's stated investment objective and
policies and makes investment decisions for the Funds.
Wellington Management Company, LLP
The Company, on behalf of the PBHG Advisor Cash Reserves Fund, and the Adviser
have entered into a sub-advisory agreement (the "Wellington Sub-Advisory
Agreement") with Wellington Management Company, LLP ("Wellington Management").
The Wellington Sub-Advisory Agreement provides certain limitations on Wellington
Management's liability, but also provides that Wellington
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Management shall not be protected against any liability to the Company or its
shareholders by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from a breach of fiduciary duty
with respect to the receipt of compensation for services thereunder.
The Wellington Sub-Advisory Agreement obligates Wellington Management to: (i)
manage the investment operations of the PBHG Advisor Cash Reserves Fund and the
composition of such Fund's portfolio, including the purchase, retention and
disposition thereof in accordance with the Fund's investment objective, policies
and restrictions; (ii) provide supervision of the Fund's investments and
determine from time to time what investments and securities will be purchased,
retained or sold by the Fund, and what portion of the assets will be invested or
held uninvested in cash; and (iii) determine the securities to be purchased or
sold by the Fund and will place orders with or through such persons, brokers or
dealers to carry out the policy with respect to brokerage set forth in the
Fund's Registration Statement or as the Board of Directors or the Adviser may
direct from time to time, in conformity with federal securities laws.
The Wellington Sub-Advisory Agreement will continue in effect for a period of
more than two years from the date thereof only so long as continuance is
specifically approved at least annually in conformance with the 1940 Act;
provided, however, that this Agreement may be terminated with respect to the
Company (i) by the Company at any time, without the payment of any penalty, by
the vote of a majority of Directors of the Company or by the vote of a majority
of the outstanding voting securities of the PBHG Advisor Cash Reserves Fund,
(ii) by the Adviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the other parties, or
(iii) by Wellington Management at any time, without the payment of any penalty,
on 90 days' written notice to the other parties. The Wellington Sub-Advisory
Agreement shall terminate automatically and immediately in the event of its
assignment as defined in the 1940 Act.
THE ADMINISTRATOR AND SUB-ADMINISTRATOR
The Company and PBHG Fund Services (the "Administrator") have entered into an
Administrative Services Agreement (the "Administrative Agreement") pursuant to
which the Administrator oversees the administration of the Company's and each
Fund's business and affairs, including services performed by various third
parties. The Administrator, a wholly-owned subsidiary of the Adviser, is
organized as a Pennsylvania business trust and has its principal place of
business at 825 Duportail Road, Wayne, Pennsylvania 19087. The Administrator is
entitled to a fee from the Company, which is calculated daily and paid monthly
at an annual rate of 0.15% of the average daily net assets of each Fund. The
Administrative Agreement provides that the Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which the Administrative Agreement relates,
except a loss resulting from willful misfeasance, bad faith or negligence on the
part of the Administrator in the performance of its duties. The Administrative
Agreement shall remain in effect until December 31, 1999 and shall thereafter
continue for successive periods of one year, unless terminated by either party
upon not less than 90 days' prior written notice to the other party.
The Company, the Administrator and SEI Investments Mutual Funds Services (the
"Sub-Administrator") entered into a Sub-Administrative Services Agreement on
April 1, 1998, as amended May 1, 1998, pursuant to which the Sub-Administrator
assists the Administrator in connection with the administration of the business
and affairs of the Company. SEI Investment Management Corporation ("SEI
Investments"), which is a
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wholly owned subsidiary of SEI Investment Company ("SEI"), owns all beneficial
interest in the Sub-Administrator. The Sub-Administrator is organized as a
Delaware business trust, and has its principal business offices at One Freedom
Valley Road, Oaks, Pennsylvania 19456. The Sub-Administrative Services Agreement
provides that the Sub-Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by a Fund in connection with
the matters to which the Sub-Administrative Service Agreement relates, except a
loss resulting from willful misfeasance, bad faith or negligence on the part of
the Sub-Administrator in the performance of its duties. The Sub-Administrative
Service Agreement shall remain in effect until December 31, 2000, and shall
continue for successive periods of one year, unless terminated by either party
upon not less than 90 days' prior written notice to the other party.
Under the Sub-Administrative Services Agreement, the Administrator pays the
Sub-Administrator fees at an annual rate based on the combined average daily net
assets of the Company, The PBHG Funds, Inc., and PBHG Insurance Series Fund,
Inc., calculated as follows: (i) 0.040% of the first $2.5 billion, plus (ii)
0.025% of the next $7.5 billion, plus (iii) 0.020% of the excess over $10
billion.
THE DISTRIBUTION PLANS
The Class A Plan. The Company has adopted a Distribution Plan pursuant to Rule
12b-1 under the 1940 Act relating to the Class A shares of each PBHG Advisor
Fund (the "Class A Plan"). The Class A Plan provides that the Class A shares pay
up to 0.35% per annum of their daily average net assets as compensation to the
Distributor for the purpose of financing any activity which is primarily
intended to result in the sale of Class A shares and for shareholder services.
Activities appropriate for financing under the Class A Plan include, but are not
limited to, the following: printing of prospectuses and statements of additional
information and reports for other than existing shareholders; overhead;
preparation and distribution of advertising material and sales literature;
expenses of organizing and conducting sales seminars; supplemental payments to
dealers and other institutions such as asset-based sales charges or as payments
of service fees under shareholder service arrangements; and costs of
administering the Class A Plan. The directors of the Company have determined to
limit payments under the Class A Plan to 0.25% per annum of the Class A shares
daily net assets for the time being.
The Class B Plan. The Company has also adopted a Distribution Plan pursuant to
Rule 12b-1 under the 1940 Act relating to Class B shares of each PBHG Advisor
Fund (the "Class B Plan", and collectively with the Class A Plan, the "Plans").
Under the Class B Plan, the Funds pay compensation to the Distributor at an
annual rate of 1.00% of the average daily net assets attributable to Class B
shares. Of such amount, the Funds pay a service fee of 0.25% of the average
daily net assets attributable to Class B shares to selected dealers and other
institutions which furnish continuing personal shareholder services to their
customers who purchase and own Class B shares. Amounts paid in accordance with
the Class B Plan may be used to finance any activity primarily intended to
result in the sale of Class B shares, including, but not limited to, printing of
prospectuses and statements of additional information and reports for other than
existing shareholders; overhead; preparation and distribution of advertising
material and sales literature; expenses or organizing and conducting sales
seminars; supplemental payments to dealers and other institutions such as
asset-based sales charges or as payments of service fees under shareholder
service arrangements; and costs of administering the Class B Plan. The
Distributor may transfer and sell its right under the Class B Plan in order to
finance distribution expenditures in respect of Class B shares.
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Both Plans. The Distributor may enter into agreements ("Shareholder Service
Agreements") with investment dealers, banks and other financial institutions
selected from time to time by the Distributor for the provision of shareholder
service assistance in connection with the sale of the Funds' shares to such
dealers' customers, and for the provision of continuing personal shareholder
services to customers who may from time to time directly or beneficially own
shares of the Funds. The distribution assistance and continuing personal
shareholder services to be rendered by dealers under the Shareholder Service
Agreements may include, but shall not be limited to, the following: distributing
sales literature; answering routine customer inquiries concerning the Funds;
assisting customers in changing dividend options, account designations and
addresses, and in enrolling in any of several special investment plans offered
in connection with the purchase of the Fund's shares; assisting in the
establishment and maintenance of customer accounts and records and in the
processing of purchase and redemption transactions; investing dividends and any
capital gains distributions automatically in the Fund's shares; and providing
such other information and services as the Funds or the customer may reasonably
request.
Under a Shareholder Service Agreement, the Funds agree to pay periodically fees
to selected dealers and other institutions who render the foregoing services to
their customers. The fees payable under a Shareholder Service Agreement
generally will be calculated at the end of each payment period for each business
day of the Funds during such period at the annual rate of 0.25% of the average
daily net asset value of the Funds' shares purchased or acquired through
exchange. Fees calculated in this manner shall be paid only to those selected
dealers or other institutions who are dealers or institutions of record at the
close of business on the last business day of the applicable payment period for
the account in which the Funds' shares are held.
The Plans are subject to any applicable limitations imposed from time to time by
rules of the National Association of Securities Dealers, Inc.
The Plans require the Distributor to provide the Board of Directors at least
quarterly with a written report of the amounts expended pursuant to the Plans
and the purposes for which such expenditures were made. The Board of Directors
reviews these reports in connection with their decisions with respect to the
Plans.
As required by Rule 12b-1, the Plans were approved by the Board of Directors,
including a majority of the directors who are not "interested persons" (as
defined in the 1940 Act) of the Company and who have no direct or indirect
financial interest in the operation of the Plans or in any agreements related to
the Plans ("Qualified Directors"). In approving the Plans in accordance with the
requirements of Rule 12b-1, the directors considered various factors and
determined that there is a reasonable likelihood that the Plans would benefit
each class of the Fund and its respective shareholders.
The Plans do not obligate the Fund to reimburse the Distributor for the actual
expenses the Distributor may incur in fulfilling its obligations under the
Plans. Thus, even if the Distributor's actual expenses exceed the fee payable to
the Distributor thereunder at any given time, the Fund will not be obligated to
pay more than that fee. If the Distributor's expenses are less than the fee it
receives, the Distributors will retain the full amount of the fee.
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<PAGE>
Unless the Plans are terminated earlier in accordance with their terms, both
Plans continue as long as such continuance is specifically approved at least
annually by the Board of Directors, including a majority of the Qualified
Directors.
The Plans may be terminated with respect to any or all Funds by the vote of a
majority of the Qualified Directors, or, with respect to a particular class, by
the vote of a majority of the outstanding voting securities of that class.
Any change in the Plans that would increase materially the distribution expenses
paid by the applicable class requires shareholder approval; otherwise, it may be
amended by the directors, including a majority of the Qualified Directors, by
votes cast in person at a meeting called for the purpose of voting upon such
amendment. As long as the Plans are in effect, the selection or nomination of
the Qualified Directors is committed to the discretion of the Qualified
Directors. In the event the Class A Plan is amended in a manner which the Board
of Directors determines would materially increase the charges paid by holders of
Class A shares under the Class A Plan, the Class B shares of the Fund will no
longer convert into Class A shares of the Fund unless the Class B shares, voting
separately, approve such amendment. If the Class B shareholders do not approve
such amendment, the Board of Directors will (i) create a new class of shares of
the Fund which is identical in all material respects to the Class A shares as
they existed prior to the implementation of the amendment, and (ii) ensure that
the existing Class B shares of the Fund will be exchanged or converted into such
new class of shares no later than the date the Class B shares were scheduled to
convert into Class A shares.
The principal differences between the Class A Plan and the Class B Plan are: (i)
the Class A Plan allows payment to the Distributor or to dealers or financial
institutions of up to .35% of average daily net assets of Class A Shares
(although the payments are currently limited to 0.25% of average net assets);
(ii) the Class B Plan obligates the Class B shares to continue to make payments
to the Distributor following termination of the Class B shares Distribution
Agreement with respect to Class B shares sold by or attributable to the
distribution efforts of the Distributor unless there has been a complete
termination of the Class B Plan (as defined in such Plan); and (iii) the Class B
Plan expressly authorizes the Distributor to assign, transfer or pledge its
rights to payments pursuant to the Class B Plan.
THE DISTRIBUTOR
Information concerning the Distributor and the continuous offering of the Funds'
shares is set forth in the Prospectus under the headings "How to Purchase Fund
Shares." A Distribution Agreement with the Distributor relating to the Class A
shares of the PBHG Advisor Funds was approved by the Board of Directors on
February 20, 1998. A Distribution Agreement with the Distributor relating to the
Class B shares of the Funds was also approved by the Board of Directors on
February 20, 1998. A third Distribution Agreement which relates to the Class I
shares of the Funds was approved by the Board of Directors on February 20, 1998.
Such Distribution Agreements are hereinafter, collectively, referred to as the
"Distribution Agreements."
The Distribution Agreements provide that the Distributor will bear the expenses
of printing from the final proof and distributing prospectuses and statements of
additional information of the Funds relating to public offerings made by the
Distributor pursuant to the Distribution Agreements (other than those
prospectuses and statements of additional information distributed to existing
shareholders of the Funds),
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and any promotional or sales literature used by the Distributor or furnished by
the Distributor to dealers in connection with the public offering of the Funds'
shares, including expenses of advertising in connection with such public
offerings. The Distributor has not undertaken to sell any specified number of
shares of any classes of the Funds.
The Distributor expects to pay sales commissions from its own resources to
dealers and institutions who sell Class B shares of the Funds at the time of
such sales. Payments with respect to Class B shares will equal 4.0% of the
purchase price of the Class B shares sold by the dealer or institution, and will
consist of a sales commission equal to 3.75% of the purchase price of the Class
B shares sold plus an advance of the first year service fee of 0.25% with
respect to such shares. The portion of the payments to the Distributor under the
Class B Plan which constitutes an asset-based sales charge (0.75%) is intended
in part to permit the Distributor to recoup a portion of such sales commissions
plus financing costs. The Distributor anticipates that it will require a number
of years to recoup from Class B Plan payments the sales commissions paid to
dealers and institutions in connection with sales of Class B shares.
In the future, if multiple distributors serve the Funds, each such distributor
(or its assignee or transferee) would receive a share of the payments under the
Class B Plan based on the portion of such Fund's Class B shares sold by or
attributable to the distribution efforts of that distributor.
The Company (on behalf of any class of the Funds) or the Distributor may
terminate the Distribution Agreements on sixty (60) days' written notice without
penalty. The Distribution Agreements will terminate in the event of their
assignment. In the event the Class B shares Distribution Agreement is
terminated, the Distributor would continue to receive payments of asset-based
distribution fees in respect of the outstanding Class B shares attributable to
the distribution efforts of the Distributor; provided, however, that a complete
termination of the Class B Plan (as defined in such Plan) would terminate all
payments to the Distributor. Termination of the Class B Plan or Distribution
Agreement does not affect the obligations of Class B shareholders to pay
contingent deferred sales charges.
HOW TO PURCHASE AND REDEEM SHARES
A complete description of the manner by which shares of the Funds may be
purchased appears in the Prospectus under the caption "How to Purchase Fund
Shares."
The sales charge normally deducted on purchases of Class A shares of the Funds
is used to compensate the Distributor and participating dealers for their
expenses incurred in connection with the distribution of such shares. Since
there is little expense associated with unsolicited orders placed directly with
the Distributor by persons, who because of their relationship with the Funds or
with the Adviser and its affiliates, are familiar with the Funds, or whose
programs for purchase involve little expense (e.g., because of the size of the
transaction and shareholder records required), the Distributor believes that it
is appropriate and in the Funds' best interests that such persons be permitted
to purchase Class A shares of the Funds through the Distributor without payment
of a sales charge. The persons who may purchase Class A shares of the Funds
without a sales charge are shown in the Prospectus.
Complete information concerning the method of exchanging shares of the Funds for
shares of the other Funds is set forth in the Prospectus under the Caption
"Exchange Privileges."
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Information concerning redemption of the Funds' shares is set forth in the
Prospectus under the caption "How to Redeem Fund Shares." The Funds intend to
redeem all shares of the Funds in cash. See "Purchase and Redemption of Shares."
In addition to the Funds' obligation to redeem shares, the Distributor may also
repurchase shares as an accommodation to shareholders. To effect a repurchase,
those dealers who have executed Selected Dealer Agreements with the Distributor
must phone orders to the order desk of the Fund telephone, 1-888-800-2685, and
guarantee delivery of all required documents in good order. A repurchase is
effected at the net asset value of the Fund next determined after such order is
received. Such arrangement is subject to timely receipt of all required
documents in good order. If such documents are not received within a reasonable
time after the order is placed, the order is subject to cancellation. While
there is no charge imposed by the Funds or by the Distributor (other than any
applicable contingent deferred sales charge) when shares are redeemed or
repurchased, dealers may charge a service fee for handling the transaction.
The right of redemption may be suspended or the date of payment postponed when
(a) trading on the New York Stock Exchange is restricted, as determined by
applicable rules and regulations of the SEC, (b) the New York Stock Exchange is
closed for other than customary weekend and holiday closings, (c) the SEC has by
order permitted such suspension, or (d) an emergency as determined by the SEC
exists making disposition of portfolio securities or the valuation of the net
assets of the Fund not reasonably practicable.
THE CUSTODIAN
First Union National Bank (successor to CoreStates Bank, N.A.), 530 Walnut
Street, Philadelphia, Pennsylvania 19106, serves as the custodian for the
Company and each PBHG Advisor Fund (the "Custodian"). The Custodian holds cash,
securities and other assets of the Funds as required by the 1940 Act.
DIRECTORS AND OFFICERS OF THE COMPANY
The management and affairs of the Company are supervised by the Directors under
the laws of the State of Maryland. The Directors and executive officers of the
Company and the principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Each Director serves as a Director of two other registered investment
companies advised by the Adviser and each officer serves as an officer in a
similar capacity of two other investment companies advised by the Adviser. The
age of each Director and officer is indicated in the parentheses.
JOHN R. BARTHOLDSON (51) - Director - Triumph Group Holdings, Inc.
(manufacturing), 1255 Drummers Lane, Suite 200, Wayne, PA 19087-1590. Chief
Financial Officer and Director, the Triumph Group Holdings, Inc. since 1992.
Senior Vice President and Chief Financial Officer, Lukens, Inc., 1978-1992.
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HAROLD J. BAXTER (51)* - Chairman of the Board and Director - Chairman, Chief
Executive Officer and Director, the Adviser, 825 Duportail Road, Wayne, PA
19087. Trustee, the Administrator since May 1996. Chief Executive Officer, Value
Investors, 825 Duportail Road, Wayne, PA 19087, since June 1996. Trustee, the
Distributor since January 1998.
JETTIE M. EDWARDS (49) - Director - Syrus Associates, 76 Seaview Drive, Santa
Barbara, California 93108. Consultant, Syrus Associates since 1986. Trustee,
Provident Investment Counsel Trust (investment company) since 1992.
ALBERT A. MILLER (62) - Director - 7 Jennifer Drive, Holmdel, New Jersey 07733.
Principal and Treasurer, JK Equipment Exporters since 1995. Advisor and
Secretary, the Underwoman Shoppes Inc. (retail clothing stores) since 1980.
Merchandising Group Vice President, R.H. Macy & Co., 1958-1995 (retired).
GARY L. PILGRIM (57) - President - Chief Investment Officer and Director, the
Adviser since 1982. Trustee, the Administrator since May 1996. Director, Value
Investors since June 1996.
PAUL J. HONDROS (49) - Executive Vice President - President and Chief Operating
Officer, the Adviser since October 1997. President and Chief Operating Officer,
Value Investors since January 1998. Trustee, the Distributor since January 1998.
President and Chief Executive Officer, Fidelity Investments Retail Group,
1990-1997.
BRIAN F. BEREZNAK (36) - Vice President - Trustee and President, the
Administrator since May 1996. Chief Operating Officer, the Adviser from 1989
through December 31, 1996. Director, Value Investors since June 1996. President,
the Distributor since January 1998.
LEE T. CUMMINGS (34) - Treasurer, Chief Financial Officer and Controller -
Director of Mutual Fund Operations, the Adviser since 1996. Treasurer, the
Administrator since May 1996. Vice President and Treasurer, the Distributor
since January 1998. Investment Accounting Officer, Delaware Group of Funds,
1994-1996. Vice President, Fund/Plan Services, Inc., 1992-1994.
MICHAEL J. HARRINGTON (29) - Vice President - Director of Fund Services, the
Adviser since 1994. Secretary, the Administrator since May 1996. Vice President,
the Distributor since January 1998. Account Manager, SEI, 1991-1994.
BARBARA A. NUGENT (41) - Vice President, Assistant Secretary - Counsel, the
Adviser since February 1998. Vice President and Assistant Secretary, SEI,
1996-1998. Associate, Drinker, Biddle & Reath (law firm), 1994-1996. Assistant
Vice President/Operations, Delaware Group of Funds, 1980-1994.
JOHN M. ZERR (35) - Vice President and Secretary - General Counsel and
Secretary, the Adviser since November 1996. General Counsel and Secretary, Value
Investors since November 1996. General Counsel and Secretary, the Distributor
since January 1998. Vice President and Assistant
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* Mr. Baxter is a Director who may be deemed to be an "interested person" of
the Company as that term is defined in the 1940 Act.
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<PAGE>
Secretary, Delaware Management Company, Inc. and the Delaware Group of Funds,
1995-1996. Associate, Ballard Spahr Andrews & Ingersoll (law firm), 1987-1995.
MEGHAN MAHON (30) - Vice President and Assistant Secretary since June 1998.
Counsel, the Adviser since April 1998. Assistant Vice President, Assistant
Secretary and Counsel, Delaware Management Company Inc. and the Delaware
Group of Funds, 1997-1998. Associate, Drinker Biddle & Reath, LLP (law firm)
1994-1997. Associate, McAleese, McGoldrick & Susanin (law firm) 1993-1994.
TODD CIPPERMAN (32) - Vice President, Assistant Secretary - Vice President and
Assistant Secretary of SEI and the Sub-Administrator since 1995 and SEI
Investments since 1996. Associate, Dewey Ballantine (law firm) 1994-1995.
Associate, Winston & Strawn, (law firm) 1991-1994.
SANDRA K. ORLOW (44) - Vice President - Vice President and Assistant Secretary
of SEI and the Sub-Administrator since 1983 and SEI Investments since 1996.
KATHRYN L. STANTON (39) - Vice President, Assistant Secretary - Vice President
and Assistant Secretary of SEI and the Sub-Administrator since 1994 and SEI
Investments since 1996. Associate, Morgan, Lewis & Bockius LLP (law firm),
1989-1994.
S-24
<PAGE>
Each current Director of the Company who is not an "interested person" of the
Company received the following compensation during the year ended December 31,
1997:
<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Estimated Compensation
Aggregate Accrued as Annual from Registrant
Compensation Part Benefits and Complex
Name of Person, from of Company Upon Fund Paid to
Position Registrant(1) Expenses Retirement Directors(2)
- -------- ------------- -------- ---------- ------------
<S> <C> <C> <C> <C>
John R. Bartholdson, $0 N/A N/A $47,583
Director
Harold J. Baxter, N/A N/A N/A N/A
Director(3)
Jettie M. Edwards, $0 N/A N/A $47,583
Director
Albert A. Miller, $0 N/A N/A $47,583
Director
</TABLE>
(1) The Company was not in existence during 1997.
(2) The Company is expected to pay approximately $27,500 to each Director who
is not an "interested person" of the Company for the fiscal year ending
October 31, 1998, which includes $1000 for each Board meeting and $500 for
each committee meeting attended. Each Portfolio pays its proportionate
share of the total compensation, based on its total net assets relative to
the total net assets of the Company.
(3) Mr. Baxter is a Director who may be deemed to be an "interested person" of
the Company, as that term is defined in the 1940 Act, and consequently will
be receiving no compensation from the Company.
As of the date of this Statement of Additional Information, the Directors and
officers of the Company as a group owned less than 1% of the outstanding shares
of each class of shares of each PBHG Advisor Fund.
COMPUTATION OF YIELD
From time to time, the PBHG Advisor Cash Reserves Fund may advertise its
"current yield" and "effective compound yield." Both yield figures are based on
historical earnings and are not intended to indicate future performance. The
"yield" of the PBHG Advisor Cash Reserves Fund refers to the income generated by
an investment in such Fund over a seven-day period (which period will be stated
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<PAGE>
in the advertisement). This income is then "annualized," that is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the investment.
The "effective yield" is calculated similarly but, when annualized, the income
earned by an investment in the Fund is assumed to be reinvested. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment.
The current yield of the PBHG Advisor Cash Reserves Fund will be calculated
daily based upon the seven days ending on the date of calculation ("base
period"). The yield is computed by determining the net change (exclusive of
capital changes and income other than investment income) in the value of a
hypothetical pre-existing shareholder account having a balance of one share at
the beginning of the period, subtracting a hypothetical charge reflecting
deductions from shareholder accounts, and dividing the difference by the value
of the account at the beginning of the base period to obtain the base period
return and multiplying the result by (365/7). Realized and unrealized gains and
losses are not included in the calculation of the yield. The effective compound
yield of the Fund is determined by computing the net change (exclusive of
capital changes and income other than investment income) in the value of a
hypothetical pre-existing account having a balance of one share at the beginning
of the period, subtracting a hypothetical charge reflecting deductions from
shareholder accounts, and dividing the difference by the value of the account at
the beginning of the base period to obtain the base period return, and then
compounding the base period return by adding 1, raising the sum to a power equal
to 365 divided by 7, and subtracting 1 from the result, according to the
following formula: Effective Yield = ((Base Period Return + 1) 365/7) - 1. The
current and the effective yields reflect the reinvestment of net income earned
daily on portfolio assets.
The yield of the PBHG Advisor Cash Reserves Fund fluctuates, and the
annualization of a week's dividend is not a representation by the Fund as to
what an investment in the Fund will actually yield in the future. Actual yields
will depend on such variables as asset quality, average asset maturity, the type
of instruments the Fund invests in, changes in interest rates on money market
instruments, changes in the expenses of the Fund and other factors.
Yields are one basis upon which investors may compare the PBHG Advisor Cash
Reserves Fund with other money market funds; however, yields of other money
market funds and other investment vehicles may not be comparable because of the
factors set forth above and differences in the methods used in valuing portfolio
instruments.
CALCULATION OF TOTAL RETURN
From time to time, each of the PBHG Advisor Funds may advertise its total
returns. The total return refers to the average compounded rate of return to a
hypothetical investment for designated time periods (including, but not limited
to, the period from which a Fund commenced operations through the specified
date), assuming that the entire investment is redeemed at the end of each
period. In particular, total return will be calculated according to the
following formula: P (1 + T)n = ERV, where P = a hypothetical initial payment of
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
designated time period as of the end of such period.
S-26
<PAGE>
PURCHASE AND REDEMPTION OF SHARES
Purchases and redemptions may be made on any day on which the New York Stock
Exchange is open for business. However, shares of the PBHG Advisor Cash Reserves
Fund cannot be purchased, exchanged or redeemed (i) on days when the Federal
Reserve is closed, or (ii) by Federal Reserve wire on federal holidays
restricting wire transfers. Currently, the following holidays are observed by
the PBHG Advisor Funds: New Year's Day, Martin Luther King, Jr.'s Birthday,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Shares of the Funds are offered on a
continuous basis.
It is currently the Company's policy to pay all redemptions in cash. The Company
retains the right, however, to provide for redemptions in whole or in part by a
distribution in-kind of securities held by the Funds in lieu of cash in certain
cases. Each PBHG Advisor Fund has made an election pursuant to Rule 18f-1 under
the 1940 Act by which such Fund has committed itself to pay in cash all requests
for redemption by any shareholder of record, limited in amount with respect to
each shareholder during any 90-day period to the lesser of (1) $250,000 or (2)
one percent of the net asset value of the Fund at the beginning of such 90-day
period. Shareholders may incur brokerage charges on the sale of any securities
received in payment of redemptions.
The Company reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of a PBHG Advisor Fund's securities is not reasonably
practicable, or for such other periods as the SEC has by order permitted. The
Company also reserves the right to suspend sales of shares of a Fund for any
period during which the New York Stock Exchange, the Adviser, the Administrator,
Sub-Administrator, the Transfer Agent and/or the Custodian are not open for
business.
DETERMINATION OF NET ASSET VALUE
The securities of each PBHG Advisor Fund are valued by the Sub-Administrator.
The Sub-Administrator will use an independent pricing service to obtain
valuations of securities. The pricing service relies primarily on prices of
actual market transactions as well as trade quotations. The procedures of the
pricing service and its valuations are reviewed by the officers of the Company
under the general supervision of the Directors.
Securities listed on an exchange or quoted on a national market system are
valued at the last sales price. Other securities are quoted at the last bid
price. In the event a listed security is traded on more than one exchange, it is
valued at the last sale price on the exchange on which it is principally traded.
If there are no transactions in a security during the day, it is valued at the
most recent bid price. However, debt securities (other than short-term
obligations), including listed issues, are valued on the basis of valuations
furnished by a pricing service which utilizes electronic data processing
techniques to determine valuations for normal institutional size trading units
of debt securities, without exclusive reliance upon exchange or over-the-counter
prices. Short-term obligations are valued at amortized cost. Securities for
which market quotations are not readily available and other assets held by the
PBHG Advisor Funds, if any, are valued at their fair value as determined in good
faith by the Board of Directors.
S-27
<PAGE>
Foreign securities are valued on the basis of quotations from the primary market
in which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates. In addition, if quotations are not readily
available, or if the values have been materially affected by events occurring
after the closing of a foreign market, assets may be valued by another method
that the Board of Directors believes accurately reflects fair value.
The net asset value per share of the PBHG Advisor Cash Reserves Fund is
calculated by adding the value of securities and other assets, subtracting
liabilities and dividing by the number of outstanding shares. Securities will be
valued by the amortized cost method which involves valuing a security at its
cost on the date of purchase and thereafter (absent unusual circumstances)
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuations in general market rates of interest on
the value of the instrument. While this method provides certainty in valuation,
it may result in periods during which a security's value, as determined by this
method, is higher or lower than the price the Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily yield of the
PBHG Advisor Cash Reserves Fund may tend to be higher than a like computation
made by a company with identical investments utilizing a method of valuation
based upon market prices and estimates of market prices for all of its portfolio
securities. Thus, if the use of amortized cost by the Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in the
Fund would be able to obtain a somewhat higher yield than would result from
investment in a company utilizing solely market values, and existing investors
in the Fund would experience a lower yield. The converse would apply in a period
of rising interest rates.
The use of amortized cost valuation by the PBHG Advisor Cash Reserves Fund and
the maintenance of the Fund's net asset value at $1.00 are permitted by
regulations set forth in Rule 2a-7 under the 1940 Act, provided that certain
conditions are met. Under Rule 2a-7, as amended, a money market portfolio must
maintain a dollar-weighted average maturity in the Fund of 90 days or less and
not purchase any instrument having a remaining maturity of more than 397 days.
In addition, money market funds may acquire only U.S. dollar denominated
obligations that present minimal credit risks and that are "eligible securities"
which means they are (i) rated, at the time of investment, by at least two
nationally recognized statistical rating organizations (one if it is the only
organization rating such obligation) in the highest short-term rating category
or, if unrated, determined to be of comparable quality (a "first tier
security"), or (ii) rated according to the foregoing criteria in the second
highest short-term rating category or, if unrated, determined to be of
comparable quality ("second tier security"). The Adviser will determine that an
obligation presents minimal credit risks or that unrated instruments are of
comparable quality in accordance with guidelines established by the Directors.
The Directors must approve or ratify the purchase of any unrated securities or
securities rated by only one rating organization. In addition, investments in
second tier securities are subject to the further constraints that (i) no more
than 5% of the Fund's assets may be invested in such securities in the
aggregate, and (ii) any investment in such securities of one issuer is limited
to the greater of 1% of the Fund's total assets or $1 million. The regulations
also require the Directors to establish procedures which are reasonably designed
to stabilize the net asset value per share at $1.00 for the Fund. However, there
is no assurance that the Fund will be able to meet this objective. The Fund's
procedures include the determination of the extent of deviation, if any, of the
Fund's current net asset value per unit calculated using available market
quotations from the Fund's amortized cost price per share at such intervals as
the Directors deem appropriate and reasonable in light of market conditions and
periodic reviews of the amount of the deviation and the methods used to
calculate such deviation. In the event that such
S-28
<PAGE>
deviation exceeds 1/2 of 1%, the Directors are required to consider promptly
what action, if any, should be initiated. If the Directors believe that the
extent of any deviation may result in material dilution or other unfair results
to shareholders, the Directors are required to take such corrective action as
they deem appropriate to eliminate or reduce such dilution or unfair results to
the extent reasonably practicable. In addition, if the Fund incurs a significant
loss or liability, the Directors have the authority to reduce pro rata the
number of shares of that Fund in each shareholder's account and to offset each
shareholder's pro rata portion of such loss or liability from the shareholder's
accrued but unpaid dividends or from future dividends.
TAXES
The following is only a summary of certain income tax considerations generally
affecting the PBHG Advisor Funds and their shareholders and is not intended as a
substitute for careful tax planning. Shareholders are urged to consult their tax
advisors with specific reference to their own tax situations, including their
state and local income tax liabilities.
Federal Income Tax
The following discussion of federal income tax consequences is based on the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
issued thereunder as in effect on the date of this Statement of Additional
Information. New legislation, as well as administrative changes or court
decisions, may significantly change the conclusions expressed herein, and may
have a retroactive effect with respect to the transactions contemplated herein.
Qualification as a Regulated Investment Company
Each PBHG Advisor Fund intends to qualify as a "regulated investment company"
("RIC") as defined under Subchapter M of the Code. In order to qualify for
treatment as a RIC under the Code, each Fund must distribute annually to its
shareholders at least the sum of 90% of its net interest income excludable from
gross income plus 90% of its investment company taxable income (generally, net
investment income plus net short-term capital gain) ("Distribution
Requirement"). In addition to the Distribution Requirement, each Fund must meet
several other requirements. Among these requirements are the following: (i) each
Fund must derive at least 90% of its gross income in each taxable year from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities or foreign currencies
and other income (including but not limited to gains from options, futures or
forward contracts derived with respect to the Fund's business of investing in
such stock, securities or currencies) (the "Income Requirement"); and (ii) at
the close of each quarter of the Fund's taxable year, (a) at least 50% of the
value of its total assets must be represented by cash and cash items, U.S.
Government securities, securities of other RICs and securities of other issuers,
with such securities of other issuers limited, in respect to any one issuer, to
an amount that does not exceed 5% of the value of the Fund's assets and that
does not represent more than 10% of the outstanding voting securities of such
issuer, and (b) no more than 25% of the value of a Fund's total assets may be
invested in the securities of any one issuer (other than U.S. Government
securities and securities of other regulated investment companies), or in two or
more issuers which the Fund controls and which are engaged in the same or
similar trades or businesses (the "Asset Diversification Test"). For purposes of
the Asset Diversification Test, it is unclear under present law who should be
treated as the issuer of forward foreign currency exchange contracts, of options
on foreign currencies,
S-29
<PAGE>
or of foreign currency futures and related options. It has been suggested that
the issuer in each case may be the foreign central bank or foreign government
backing the particular currency. Consequently, a Fund may find it necessary to
seek a ruling from the Internal Revenue Service on this issue or to curtail its
trading in forward foreign currency exchange contracts in order to stay within
the limits of the Asset Diversification Test.
For purposes of the Income Requirement, foreign currency gains (including gains
from options, futures or forward contracts on foreign currencies) that are not
"directly related" to a Fund's principal business may, under regulations not yet
issued, be excluded from qualifying income.
If a PBHG Advisor Fund fails to qualify as a RIC for any taxable year, it will
be taxable at regular corporate rates on its net investment income and net
capital gain without any deductions for amounts distributed to shareholders. In
such an event, all distributions (including capital gains distributions) will be
taxable as ordinary dividends to the extent of that Fund's current and
accumulated earnings and profits and such distributions will generally be
eligible for the corporate dividends-received deduction.
Fund Distributions
Notwithstanding the Distribution Requirement described above, which does not
require any minimum distribution of net capital gain (the excess of net
long-term capital gain over net short-term capital loss), the Fund will be
subject to a nondeductible 4% federal excise tax to the extent it fails to
distribute by the end of any calendar year 98% of its ordinary income for that
year and 98% of its capital gain net income (the excess of short- and long-term
capital gains over short- and long-term capital losses) for the one-year period
ending on October 31 of that calendar year, plus certain other amounts.
Treasury regulations permit a RIC in determining its investment company taxable
income and undistributed net capital gain for any taxable year to elect to treat
all or part of any net capital loss, any net long-term capital loss, or any net
foreign currency loss incurred after October 31 as if it had been incurred in
the succeeding year.
Distributions of investment company taxable income will be taxable to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in shares. Capital gain dividends are taxable to
shareholders as a long-term capital gain, regardless of the length of time a
shareholder has held his shares. Under the Taxpayer Relief Act of 1997, the
Internal Revenue Service is authorized to issue regulations that will enable
shareholders to determine the tax rates applicable to such capital gain
distributions. For calendar year 1997, the Internal Revenue Service required
RICs to report to their shareholders the amount of capital gain dividends
subject to taxation at the 28 percent tax rate.
Withholding
In certain cases, a PBHG Advisor Fund will be required to withhold, and remit to
the U.S. Treasury, 31% of any distributions paid to a shareholder who (i) has
failed to provide a correct taxpayer identification number, (ii) is subject to
backup withholding by the Internal Revenue Service, or (iii) has not certified
to the Fund that such shareholder is not subject to backup withholding.
S-30
<PAGE>
Redemption or Exchange of Shares
Upon a redemption or exchange of shares, a shareholder will recognize a taxable
gain or loss depending upon his or her basis in the shares. Unless the shares
are disposed of as part of a conversion transaction, such gain or loss will be
treated as capital gain or loss if the shares are capital assets in the
shareholder's hands and will be long-term or short-term, depending upon the
shareholder's holding period for the shares. Any loss recognized by a
shareholder on the sale of Fund shares held six months or less will be treated
as a long-term capital loss to the extent of any distributions of net capital
gains received by the shareholder with respect to such shares.
Any loss recognized on a sale or exchange will be disallowed to the extent that
Fund shares are sold and replaced within the 61-day period beginning 30 days
before and ending 30 days after the disposition of such shares. In such a case,
the basis of the shares acquired will be increased to reflect the disallowed
loss. Shareholders should particularly note that this loss disallowance rule
applies even where shares are automatically replaced under the dividend
reinvestment plan.
Investment in Foreign Financial Instruments
Under Code Section 988, gains or losses from certain foreign currency forward
contracts or fluctuations in currency exchange rates will generally be treated
as ordinary income or loss. Such Code Section 988 gains or losses will increase
or decrease the amount of a PBHG Advisor Fund's investment company taxable
income available to be distributed to shareholders as ordinary income, rather
than increasing or decreasing the amount of the Fund's net capital gains.
Additionally, if Code Section 988 losses exceed other investment company taxable
income during a taxable year, the Fund would not be able to pay any ordinary
income dividends, and any such dividends paid before the losses were realized,
but in the same taxable year, would be recharacterized as a return of capital to
shareholders, thereby reducing the tax basis of Fund shares.
Shareholders should also note that the Internal Revenue Service is currently
considering whether and when the introduction of a single European currency
(euro) in 1999 will cause a gain or loss to be realized on foreign financial
instruments denominated in certain European currencies, which could affect the
amount of distributions made by a Fund.
Hedging Transactions
Some of the forward foreign currency exchange contracts, options and futures
contracts that the Funds may enter into will be subject to special tax treatment
as "Section 1256 contracts." Section 1256 contracts are treated as if they are
sold for their fair market value on the last business day of the taxable year,
regardless of whether a taxpayer's obligations (or rights) under such contracts
have terminated (by delivery, exercise, entering into a closing transaction or
otherwise) as of such date. Any gain or loss recognized as a consequence of the
year-end deemed disposition of Section 1256 contracts is combined with any other
gain or loss that was previously recognized upon the termination of Section 1256
contracts during that taxable year. The net amount of such gain or loss for the
entire taxable year (including gain or loss arising as a consequence of the
year-end deemed sale of such contracts) is deemed to be 60% long-term and 40%
short-term gain or loss. However, in the case of Section 1256 contracts that are
forward foreign currency exchange contracts, the net gain or loss is separately
determined and (as discussed above) generally treated as ordinary income or
loss.
S-31
<PAGE>
Generally, the hedging transactions in which the PBHG Advisor Funds may engage
may result in "straddles" or "conversion transactions" for U.S. federal income
tax purposes. The straddle and conversion transaction rules may affect the
character of gains (or in the case of the straddle rules, losses) realized by
the Funds. In addition, losses realized by the Funds on positions that are part
of a straddle may be deferred under the straddle rules, rather than being taken
into account in calculating the taxable income for the taxable year in which the
losses are realized. Because only a few regulations implementing the straddle
rules and the conversion transaction rules have been promulgated, the tax
consequences to the Funds of hedging transactions are not entirely clear. The
hedging transactions may increase the amount of short-term capital gain realized
by the Funds (and, if they are conversion transactions, the amount of ordinary
income) which is taxed as ordinary income when distributed to shareholders.
Each PBHG Advisor Fund may make one or more of the elections available under the
Code which are applicable to straddles. If a Fund makes any of the elections,
the amount, character, and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.
Transactions that may be engaged in by certain of the Funds (such as short sales
"against the box") may be subject to special tax treatment as "constructive
sales" under section 1259 of the Code if a Fund holds certain "appreciated
financial positions" (defined generally as any interest (including a futures or
forward contract, short sale or option) with respect to stock, certain debt
instruments, or partnership interests if there would be a gain were such
interest sold, assigned, or otherwise terminated at its fair market value). Upon
entering into a constructive sales transaction with respect to an appreciated
financial position, a Fund will be deemed to have constructively sold such
appreciated financial position and will recognize gain as if such position were
sold, assigned, or otherwise terminated at its fair market value on the date of
such constructive sale (and will take into account any gain for the taxable year
which includes such date).
Because application of the straddle, conversion transaction and constructive
sale rules may affect the character of gains or losses, defer losses and/or
accelerate the recognition of gains or losses from the affected straddle or
investment positions, the amount which must be distributed to shareholders and
which will be taxed to shareholders as ordinary income or long-term capital gain
may be increased or decreased as compared to a fund that did not engage in such
transactions.
Requirements relating to each PBHG Advisor Fund's tax status as a RIC may limit
the extent to which a Fund will be able to engage in transactions in options and
futures contracts.
State Taxes
Distributions by a PBHG Advisor Fund to shareholders and the ownership of shares
may be subject to state and local taxes.
S-32
<PAGE>
Foreign Income Taxes
Foreign Tax Consequences
Investment Income received from foreign sources may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on a PBHG Advisor Fund's securities. Tax conventions
between certain countries and the United States may reduce or eliminate these
taxes. Foreign countries generally do not impose taxes on capital gains with
respect to investments by foreign investors. If a Fund meets the Distribution
Requirement and if more than 50% of the value of the Fund's total assets at the
close of its taxable year consists of securities of foreign corporations, the
Fund will be eligible to file an election with the Internal Revenue Service that
will enable shareholders, in effect, to receive the benefit of the foreign tax
credit with respect to any foreign and U.S. possessions income taxes paid by the
Fund (the "Foreign Tax Credit Election"). Pursuant to the Foreign Tax Credit
Election, the Fund will treat those taxes as dividends paid to its shareholders.
Each shareholder will be required to include a proportionate share of those
taxes in gross income as income received from a foreign source and must treat
the amount so included as if the shareholder had paid the foreign tax directly.
The shareholder may then either deduct the taxes deemed paid by him or her in
computing his or her taxable income or, alternatively, use the foregoing
information in calculating the foreign tax credit against the shareholder's
federal income tax. However, the Taxpayer Relief Act of 1997 has imposed holding
period requirements that must be satisfied by both the Fund and the shareholder
before the Foreign Tax Credit election may be made. If the Fund makes the
Foreign Tax Credit Election, it will report annually to its shareholders the
respective amounts per share of the Fund's income from sources within, and taxes
paid to, foreign countries and U.S. possessions.
Foreign Shareholders
Dividends from a PBHG Advisor Fund's investment company taxable income and
distributions constituting returns of capital paid to a nonresident alien
individual, a foreign trust or estate, foreign corporation, or foreign
partnership (a "foreign shareholder") generally will be subject to U.S.
withholding tax at a rate of 30% (or lower treaty rate) upon the gross amount of
the dividend. Foreign shareholders may be subject to U.S. withholding tax at a
rate of 30% on the income resulting from a Fund's Foreign Tax Credit Election,
but may not be able to claim a credit or deduction with respect to the
withholding tax for the foreign taxes treated as having been paid by them.
A foreign shareholder generally will not be subject to U.S. taxation on gain
realized upon the redemption or exchange of shares of a PBHG Advisor Fund or on
capital gain dividends. In the case of a foreign shareholder who is a
nonresident alien individual, however, gain realized upon the sale or redemption
of shares of a Fund and capital gain dividends ordinarily will be subject to
U.S. income tax at a rate of 30% (or lower applicable treaty rate) if such
individual is physically present in the U.S. for 183 days or more during the
taxable year and certain other conditions are met. In the case of a foreign
shareholder who is a nonresident alien individual, a Fund may be required to
withhold U.S. federal income tax at a rate of 31% unless proper notification of
such shareholder's foreign status is provided.
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<PAGE>
Notwithstanding the foregoing, if distributions by a PBHG Advisor Fund are
effectively connected with a U.S. trade or business of a foreign shareholder,
then dividends from such Fund's investment company taxable income, capital
gains, and any gains realized upon the sale of shares of the Fund will be
subject to U.S. income tax at the graduated rates applicable to U.S. citizens or
domestic corporations.
Transfers by gift of shares of a PBHG Advisor Fund by a foreign shareholder who
is a nonresident alien individual will not be subject to U.S. federal gift tax.
An individual who, at the time of death, is a foreign shareholder will
nevertheless be subject to U.S. federal estate tax with respect to shares at the
graduated rates applicable to U.S. citizens and residents, unless a treaty
exception applies. In the absence of a treaty, there is a $13,000 statutory
estate tax credit.
The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein. Foreign
shareholders are urged to consult their own tax advisors with respect to the
particular tax consequences to them of an investment in any of the PBHG Advisor
Funds.
Miscellaneous Considerations
The foregoing general discussion of federal income tax consequences is based on
the Code and the regulations issued thereunder as in effect on July 1, 1998.
Future legislative or administrative changes or court decisions may
significantly change the conclusions expressed herein, and any such changes or
decisions may have a retroactive effect with respect to the transactions
contemplated herein.
Prospective shareholders are encouraged to consult their tax advisors as to the
consequences of these and other U.S., state, local, and foreign tax rules
affecting investments in the PBHG Advisor Funds.
PORTFOLIO TRANSACTIONS
The Adviser or sub-advisers are authorized to select brokers and dealers to
effect securities transactions for the PBHG Advisor Funds. The Adviser or
sub-advisers will seek to obtain the most favorable net results by taking into
account various factors, including price, commission, if any, size of the
transactions and difficulty of executions, the firm's general execution and
operational facilities and the firm's risk in positioning the securities
involved. While the Adviser or sub-advisers generally seek reasonably
competitive spreads or commissions, the Fund will not necessarily be paying the
lowest spread or commission available. The Adviser or sub-advisers seek to
select brokers or dealers that offer the Funds best price and execution or other
services which are of benefit to the Funds. Certain brokers or dealers assist
their clients in the purchase of shares from the Distributor and charge a fee
for this service in addition to a Fund's public offering price. In the case of
securities traded in the over-the-counter market, the Adviser or sub-advisers
expect normally to seek to select primary market makers.
The Adviser or sub-advisers may, consistent with the interests of the PBHG
Advisor Funds, select brokers on the basis of the research services they provide
to the Adviser or sub-advisers. Such services may include analyses of the
business or prospects of a company, industry or economic sector, or
S-34
<PAGE>
statistical and pricing services. Information so received by the Adviser will be
in addition to and not in lieu of the services required to be performed by the
Adviser under the Advisory Agreement. If, in the judgment of the Adviser or
sub-adviser, a Fund or other accounts managed by the Adviser or sub-adviser will
be benefitted by supplemental research services, the Adviser or sub-advisers are
authorized to pay brokerage commissions to a broker furnishing such services
which are in excess of commissions which another broker may have charged for
effecting the same transaction. These research services include advice, either
directly or through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software used in security analyses; and providing
portfolio performance evaluation and technical market analyses. The expenses of
the Adviser or sub-advisers will not necessarily be reduced as a result of the
receipt of such information, and such services may not be used exclusively, or
at all, with respect to the Fund or account generating the brokerage, and there
can be no guarantee that the Adviser or sub-advisers will find any specific
service of value in advising the Funds.
It is expected that the PBHG Advisor Funds may execute brokerage or other agency
transactions through the Distributor, which is a registered broker-dealer, for a
commission in conformity with the 1940 Act, the Securities Exchange Act of 1934,
as amended, and rules promulgated by the SEC. In addition, the Adviser or
sub-advisers may direct commission business to one or more designated
broker-dealers, including the Distributor, in connection with such
broker-dealer's payment of certain of the Fund's or the Company's expenses. In
addition, the Adviser or sub-adviser may place orders for the purchase or sale
of Fund securities with qualified broker-dealers that refer prospective
shareholders to the Funds. The Directors, including those who are not
"interested persons" of the Company, have adopted procedures for evaluating the
reasonableness of commissions paid to the Distributor and will review these
procedures periodically.
Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc. ("NASD") and subject to seeking best execution and such other
policies as the Board of Directors may determine, the Adviser may consider sales
of a PBHG Advisor Fund's shares as a factor in the selection of broker-dealers
to execute portfolio transactions for the Fund.
The Company's Board of Directors has adopted a Code of Ethics governing personal
trading by persons who manage, or who have access to trading activity by a PBHG
Advisor Fund. The Code of Ethics allows trades to be made in securities that may
be held by the Fund, however, it prohibits a person from taking advantage of
Fund trades or from acting on inside information.
DESCRIPTION OF SHARES
The Company may increase the number of shares which each PBHG Advisor Fund is
authorized to issue and may create additional portfolios of the Company. Each
share of a Fund represents an equal proportionate interest in that Fund with
each other share. Shares are entitled upon liquidation to a pro rata share in
the net assets of the Fund available for distribution to shareholders.
Shareholders have no preemptive rights. All consideration received by the
Company for shares of any Fund and all assets in
S-35
<PAGE>
which such consideration is invested would belong to that Fund and would be
subject to the liabilities related thereto.
5% AND 25% SHAREHOLDERS
As of July 31, 1998, the following persons were the only persons who were record
owners of 5% or more of the shares of the Portfolios. The Company believes that
most of the shares referred to below were held by the persons indicated in the
accounts for their fiduciary, agency or custodial clients.
PBHG Advisor Core Value Fund - Class A
Gary D. Haubold & Denise M. Glennon 8.49%
3 Greenstone Way
Malvern, PA 19355-3500
UAM Investment Corporation 87.24%
P.O. Box 7048
Wilmington, DE 19803-0048
PBHG Advisor Core Value Fund - Class B
Pilgrim Baxter & Associates, Ltd. 100.00%
825 Duportail Road
Wayne, PA 19087-5525
PBHG Advisor Enhanced Equity - Class A
Charles Schwab & Co. Inc. 48.56%
101 Montgomery Street
San Francisco, CA 94104-4122
Pilgrim Baxter Analytic Investors, Inc. 8.48%
700 South Flower Street, Suite 2400
Los Angeles, CA 90017-4211
Pilgrim Baxter Analytic Investors, Inc. 8.80%
f/b/o Mountain Grove Cemetery Association
700 South Flower Street, Suite 2400
Los Angeles, CA 90017-4211
National Financial Services Corp. 12.08%
200 Liberty Street
New York, NY 10281-1003
PBHG Advisor Enhanced Equity Fund - Class B
Pilgrim Baxter & Associates, Ltd. 100.00%
825 Duportail Road
Wayne, PA 19087-5525
S-36
<PAGE>
PBHG Advisor Blue Chip Growth - Class A
UAM Investment Corporation 99.99%
P.O. Box 7048
Wilmington, DE 19803-0048
PBHG Advisor Blue Chip Growth - Class B
Pilgrim Baxter & Associates, Ltd. 100.00%
825 Duportail Road
Wayne, PA 19087-5525
PBHG Advisor Large Cap Concentrated Fund - Class A
Julianne Bendheim 13.29%
311 Lancaster Avenue, #7305
Malvern, PA 19355-1803
Phil D. Meserve 7.37%
311 Lancaster Avenue, #7305
Malvern, PA 19355-1803
UAM Investment Corporation 78.77%
P.O. Box 7048
Wilmington, DE 19803-0048
PBHG Advisor Large Cap Concentrated Fund - Class B
Pilgrim Baxter & Associates, Ltd. 100.00%
825 Duportail Road
Wayne, PA 19087-5525
PBHG Advisor New Opportunities Fund - Class A
Ruth E. Pilgrim 18.00%
121 Mine Road
Malvern, PA 19355-9649
Frank P. Slattery, Jr. 7.67%
5 Radnor Corporate Center, Suite 520
Radnor, PA 19087-4539
S-37
<PAGE>
UAM Investment Corporation 73.37%
P.O. Box 7048
Wilmington, DE 19803-0048
PBHG Advisor New Opportunities Fund - Class B
Pilgrim Baxter & Associates, Ltd. 100.00%
825 Duportail Road
Wayne, PA 19087-5525
PBHG Master Fixed Income Fund - Class A
SEI Trust Company 9.27%
IRA R/O R. Borzilleri
4 Landmark Square
Stamford, CT 06901-2502
Charles Schwab & Co. Inc. 9.32%
101 Montgomery Street
San Francisco, CA 94104-4122
Donaldson Lufkin & Jenrette 5.51%
Securities Corporation
P.O. Box 2052
Jersey City, NJ 07303-2052
Pilgrim Baxter Analytic Investors, Inc. 10.75%
700 South Flower Street, Suite 2400
Los Angeles, CA 90017-4211
National Financial Services Corp. 5.78%
200 Liberty Street
New York, NY 10281-1003
SEI Trust Company 6.21%
IRA R/O Greg McMurray
Tucker Anthony Inc. 9.67%
4 Landmark Square
Stamford, CT 06901-2502
PBHG Master Fixed Income Fund - Class B
Pilgrim Baxter & Associates, Ltd. 100.00%
825 Duportail Road
Wayne, PA 19087-5525
S-38
<PAGE>
PBHG Advisor Short-Term Government Fund - Class A
Pilgrim Baxter Analytic Investors, Inc. 59.49%
f/b/o Southern Baptist Foundation
700 South Flower Street, Suite 2400
Los Angeles, CA 90017-4211
Pilgrim Baxter Analytic Investors, Inc. 15.69%
Investment Manager for Prison Law Office
700 South Flower Street, Suite 2400
Los Angeles, CA 90017-4211
PBHG Advisor Short-Term Government Fund - Class B
Pilgrim Baxter & Associates, Ltd. 100.00%
825 Duportail Road
Wayne, PA 19087-5525
PBHG Advisor Cash Reserves Fund - Class A
UAM Investment Corporation 99.28%
P.O. Box 7048
Wilmington, DE 19803-0048
PBHG Advisor Cash Reserves Fund - Class B
Pilgrim Baxter & Associates, Ltd. 100.00%
825 Duportail Road
Wayne, PA 19087-5525
FINANCIAL STATEMENTS
PriceWaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) serves as
the independent accountants for the Company. An audited Statement of Assets and
Liabilities with notes thereto of each Fund (other than the PBHG Advisor
Defensive Equity Fund, the PBHG Advisor Financial Services Fund and the PBHG
Advisor Health Care Fund) as of March 20, 1998, and the reports of
PriceWaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) with respect
thereto are set forth below.
S-39
<PAGE>
PBHG Advisor Funds, Inc.
Statements of Assets and Liabilities
March 20, 1998
<TABLE>
<CAPTION>
PBHG Advisor
PBHG Advisor Value PBHG Advisor PBHG Advisor
Core Value Opportunities New Contrarian REIT
Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Cash $ 300 $10,900 $10,875 $ 300
Organizational Cost $25,875 $ 2,875 $ 2,875 $2,875
------- ------- ------- ------
Total Assets $26,175 $13,775 $13,750 $3,175
Liabilities:
Accrued Expenses $25,875 $ 2,875 $ 2,875 $2,875
------- ------- ------- ------
Total Liabilities $25,875 $ 2,875 $ 2,875 $2,875
Net Assets:
Portfolio shares of Class A (authorized 100,000,000 shares -
$0.001 par value for each fund) based on 10, 365, 363 and 10
outstanding shares of common stock, respectively $ 100 $ 3,650 $ 3,625 $ 100
Net Assets:
Portfolio shares of Class B (authorized 100,000,000 shares -
$0.001 par value for each fund) based on 10, 363, 363 and 10
outstanding shares of common stock, respectively $ 100 $ 3,625 $ 3,625 $ 100
Net Assets:
Portfolio shares of Class I (authorized 100,000,000 shares -
$0.001 par value for each fund) based on 10, 363, 363 and 10
outstanding shares of common stock, respectively $ 100 $ 3,625 $ 3,625 $ 100
- --------------------------------------------------------------------------------------------------------------------------------
Total Net Assets $ 300 $10,900 $10,875 $ 300
- --------------------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share - Class A $ 10.00 $ 10.00 $ 10.00 $10.00
Net Asset Value Per Share - Class B $ 10.00 $ 10.00 $ 10.00 $10.00
Net Asset Value Per Share - Class I $ 10.00 $ 10.00 $ 10.00 $10.00
The accompanying notes are an integral part of the statements of assets and liabilities.
</TABLE>
S-40
<PAGE>
PBHG Advisor Funds, Inc.
Statements of Assets and Liabilities
March 20, 1998
<TABLE>
<CAPTION>
PBHG
PBHG PBHG PBHG PBHG Advisor
Advisor Advisor Advisor PBHG Advisor Global
Blue Chip Growth Enhanced Advisor New Technology &
Growth Opportunities Equity Trend Opportunities Communications
Fund Fund Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 300 $10,875 $10,875 $ 300 $10,875 $10,875
Organizational Cost $29,571 $ 2,555 $29,571 $2,555 $ 2,555 $ 2,555
------- ------- ------- ------ ------- -------
Total Assets $29,871 $13,430 $40,446 $2,855 $13,430 $13,430
Liabilities:
Accrued Expenses $29,571 $ 2,555 $29,571 $2,555 $ 2,555 $ 2,555
------- ------- ------- ------ ------- -------
Total Liabilities $29,571 $ 2,555 $29,571 $2,555 $ 2,555 $ 2,555
Net Assets:
Portfolio shares of Class A
(authorized 100,000,000 shares -
$0.001 par value for each fund)
based on 10, 363, 363, 10, 363 and 363
outstanding shares of common stock,
respectively $ 100 $ 3,625 $ 3,625 $ 100 $ 3,625 $ 3,625
Net Assets:
Portfolio shares of Class B
(authorized 100,000,000 shares -
$0.001 par value for each fund)
based on 10, 363, 363, 10, 363 and 363
outstanding shares of common stock,
respectively $ 100 $ 3,625 $ 3,625 $ 100 $ 3,625 3,625
Net Assets:
Portfolio shares of Class I
(authorized 100,000,000 shares -
$0.001 par value for each fund)
based on 10, 363, 363, 10, 363 and 363
outstanding shares of common stock,
respectively $ 100 $ 3,625 $ 3,625 $ 100 $ 3,625 $ 3,625
- -----------------------------------------------------------------------------------------------------------------------------
Total Net Assets $ 300 $10,875 $10,875 $ 300 $10,875 $10,875
- -----------------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share - Class A $ 10.00 $ 10.00 $ 10.00 $10.00 $ 10.00 $ 10.00
Net Asset Value Per Share - Class B $ 10.00 $ 10.00 $ 10.00 $10.00 $ 10.00 $ 10.00
Net Asset Value Per Share - Class I $ 10.00 $ 10.00 $ 10.00 $10.00 $ 10.00 $ 10.00
The accompanying notes are an integral part of the statements of assets and liabilities.
</TABLE>
S-41
<PAGE>
PBHG Advisor Funds, Inc.
Statements of Assets and Liabilities
March 20, 1998
<TABLE>
<CAPTION>
PBHG
PBHG Advisor PBHG PBHG
PBHG Advisor PBHG Master Advisor Advisor
Advisor Large Cap Advisor Fixed Short-Term Cash
Growth II Concentrated High Yield Income Government Reserves
Fund Fund Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 300 $10,875 $ 300 $10,875 $ 300 $10,875
Organizational Cost $ 2,555 $29,571 $2,555 $29,571 $29,571 $29,571
------- ------- ------ ------- ------- -------
Total Assets $ 2,855 $40,446 $2,855 $40,446 $29,871 $40,446
Liabilities:
Accrued Expenses $ 2,555 $29,571 $2,555 $29,571 $29,571 $29,571
------- ------- ------ ------- ------- -------
Total Liabilities $ 2,555 $29,571 $2,555 $29,571 $29,571 $29,571
Net Assets:
Portfolio shares of Class A
(authorized 100,000,000 shares -
$0.001 par value for each fund)
based on 10, 363, 10, 363, 10 and 3,625
outstanding shares of common stock,
respectively $ 100 $ 3,625 $ 100 $ 3,625 $ 100 $ 3,625
Net Assets:
Portfolio shares of Class B
(authorized 100,000,000 shares -
$0.001 par value for each fund)
based on 10, 363, 10, 363, 10 and 3,625
outstanding shares of common stock,
respectively $ 100 $ 3,625 $ 100 $ 3,625 $ 100 $ 3,625
Net Assets:
Portfolio shares of Class I
(authorized 100,000,000 shares -
$0.001 par value for each fund)
based on 10, 363, 10, 363, 10 and 3,625
outstanding shares of common stock,
respectively $ 100 $ 3,625 $ 100 $ 3,625 $ 100 $ 3,625
- -----------------------------------------------------------------------------------------------------------------------------
Total Net Assets $ 300 $10,875 $ 300 $10,875 300 $10,875
- ------------------------------------------------------------------------------------------------------------------------------
Net Asset Value Per Share - Class A $ 10.00 $ 10.00 $10.00 $ 10.00 $ 10.00 $ 1.00
Net Asset Value Per Share - Class B $ 10.00 $ 10.00 $10.00 $ 10.00 $ 10.00 $ 1.00
Net Asset Value Per Share - Class I $ 10.00 $ 10.00 $10.00 $ 10.00 $ 10.00 $ 1.00
The accompanying notes are an integral part of the statements of assets and liabilities.
</TABLE>
S-42
<PAGE>
Notes To Statements of Assets and Liabilities PBHG Advisor Funds, Inc.
March 20, 1998
(1) Organization
PBHG Advisor Funds, Inc. (the "Funds"), a Maryland corporation, is registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company with sixteen series: the PBHG Advisor Core Value Fund (the
"Core Value Fund"), the PBHG Advisor Value Opportunities Fund (the "Value
Opportunities Fund"), the PBHG Advisor New Contrarian Fund (the "New Contrarian
Fund"), the PBHG Advisor REIT Fund (the "REIT Fund"), the PBHG Advisor Large Cap
Concentrated Fund (the "Large Cap Concentrated Fund"), the PBHG Advisor Growth
II Fund (the "Growth II Fund"), the PBHG Advisor New Opportunities Fund (the
"New Opportunities Fund"), the PBHG Advisor Global Technology & Communications
Fund (the "Global Technology & Communications Fund"), the PBHG Advisor Blue Chip
Growth Fund (the "Blue Chip Growth Fund"), the PBHG Advisor Growth Opportunities
Fund (the "Growth Opportunities Fund"), the PBHG Advisor Enhanced Equity Fund
(the "Enhanced Equity Fund"), the PBHG Advisor Trend Fund (the "Trend Fund"),
(collectively referred to as the "Equity Portfolios"), the PBHG Advisor Master
Fixed Income Fund (the "Master Fixed Income Fund"), the PBHG Advisor High Yield
Fund (the "High Yield Fund"), the PBHG Advisor Cash Reserves Fund (the "Cash
Reserves Fund"), and the PBHG Advisor Short-Term Government Fund (the
"Short-Term Government Fund") (each a "Fund" and, collectively, the "Funds"). To
date, the Fund has had no transactions other than those relating to
organizational matters and the issuance of 10,000 shares of common stock to
Pilgrim Baxter & Associates, Ltd. (the "Adviser"). Each of the Funds has
distinct investment objectives and policies that are described in the
prospectus.
(2) Significant Accounting Policies
The following is a summary of the significant accounting policies followed by
the Funds.
Security Valuation -- Investment securities of the Equity Funds that are listed
on a securities exchange for which market quotations are available are valued at
the last quoted sales price on each business day. If there is no such reported
sale, these securities and unlisted securities for which market quotations are
readily available, are valued at the most recently quoted bid price. However,
debt securities (other than short-term obligations), including listed issues,
are valued on the basis of valuations furnished by the pricing service which
utilizes electronic data processing techniques to determine valuations for
normal institutional size trading units of debt securities, without exclusive
reliance upon exchange or over-the-counter prices. Short-term investments may be
valued at amortized cost which approximates market value. Foreign securities are
valued based upon quotations from the primary market in which they are traded,
and are translated from the local currency into U.S. dollars using current
exchange rates. In addition, if quotations are not readily available, or if the
values have been materially affected by events occurring after the closing of a
foreign market, assets may be valued by another method that the Board of
Directors believes accurately reflects fair value. The values of investment
securities held by the Cash Reserves Fund are stated at amortized cost, which
approximates market value. Under this valuation method, acquisition discounts
and premiums are accreted and amortized ratably to maturity and are included in
interest income.
Security Transactions and Investment Income - Security transactions are
accounted for on the date the securities are purchased or sold (trade date).
Dividend income and distributions to shareholders are recognized on the
ex-dividend date; interest income is recognized on the accrual basis. Costs used
in determining realized capital gains and losses on the sale of investment
securities are those of the specific securities sold adjusted for the accretion
and amortization of acquisition discounts and premiums during
S-43
<PAGE>
Notes To Statements of Assets and Liabilities PBHG Advisor Funds, Inc.
March 20, 1998 (continued)
the respective holding periods. Acquisition discounts and premiums are accreted
and amortized to maturity using a method which approximates the effective
interest method.
Dividends - Dividends from net investment income for the Equity Funds are
declared annually, if available. Dividends from net investment income for the
Master Fixed Income Fund, the High Yield Fund, the Short-Term Government Fund
and the Cash Reserves Fund are declared daily and paid monthly. Distributions of
net realized capital gains, for all funds, are generally made to shareholders
annually. Dividends from net investment income and distributions from net
realized capital gains are determined in accordance with U.S. Federal income tax
regulations, which may differ from those amounts determined under generally
accepted accounting principles. These book/tax differences are either temporary
or permanent in nature. To the extent these differences are permanent, they are
charged or credited to paid-in-capital or accumulated net realized gain, as
appropriate, in the period that the differences arise.
Organizational Costs -- All organizational costs incurred with the start up of
the Funds will be amortized on a straight line basis over a period of sixty
months commencing with operations provided that the series commence operations
prior to June 30, 1998. For those series that commence operations after June 30,
1998 such costs will be expensed over a period not to exceed one year. In the
event that any of the initial shares of the Fund are redeemed by any holder
thereof during the period that the Fund is amortizing its organizational costs,
the redemption proceeds payable to the holder thereof will be reduced by the
unamortized organizational costs in the same ratio as the number of initial
shares being redeemed bears to the number of initial shares outstanding at the
time of redemption.
Federal Income Taxes -- It is each Fund's intention to qualify as a regulated
investment company for federal income tax purposes, and to distribute all of its
taxable income and net capital gains. Accordingly, no provision has been made
for Federal income taxes.
Net Asset Value Per Share - The net asset value per share is calculated each
business day by dividing the total value of each Fund's assets, less
liabilities, by the number of shares outstanding.
Repurchase Agreements - Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements and procedures adopted by
Pilgrim Baxter & Associates, Ltd. (the "Adviser") ensure that the market value
of the collateral including accrued interest thereon, is sufficient in the event
of default by the counterparty. If the counterparty defaults and the value of
the collateral declines, or if the counterparty enters into insolvency
proceedings, realization of the collateral by a Fund may be delayed or limited.
Other - Expenses that are directly related to one of the Funds are charged
directly to that Fund. Other operating expenses are prorated to the Funds on the
basis of relative net assets. Class specific expenses, such as l2b-1 service
fees and transfer agent fees, are borne directly by that class. Income, other
expenses and realized and unrealized gains and losses of a Fund are allocated to
the respective class on the basis of the relative net assets each day.
(3) Investment Advisory Fees, Administrative Fees and Other Transactions with
Affiliates
The Funds and the Adviser are parties to an Investment Advisory Agreement (the
"Advisory Agreement"). Under the terms of the Advisory Agreement, the Adviser is
entitled to a fee, which is calculated daily and paid monthly, at an annual rate
of 0.85% of the average daily net assets of the Value Opportunities, Large Cap
Concentrated, Growth II, and Global Technology & Communications Funds; 0.75% of
the average net assets of the REIT and New Opportunities Funds; 0.65% of the
average net assets of the Growth Opportunities and Trend Funds; 0.60% of the
average net assets of the Core Value, New Contrarian, Blue Chip Growth, and
Enhanced Equity Funds; 0.50% of the average net assets of the
S-44
<PAGE>
Notes To Statements of Assets and Liabilities PBHG Advisor Funds, Inc.
March 20, 1998 (continued)
High Yield Fund; 0.45% of the average net assets of the Master Fixed Income
Fund; and 0.30% of the average net assets of the Cash Reserves and Short-Term
Government Funds.
Pilgrim Baxter Value Investors ("Value Investors") serves as the sub-adviser to
the Core Value, New Contrarian, REIT, and Value Opportunities Funds. For its
services provided pursuant to its Investment Sub-Advisory Agreement with the
Adviser and the Fund, Value Investors is entitled to receive, from the Adviser,
a sub-advisory fee with respect to the average daily net assets of each such
Fund that is computed daily and paid monthly at annual rates of 0.40%, 0.40%,
0.55% and 0.65%, respectively. Value Investors receives no fees directly from
the Core Value, New Contrarian, REIT, and Value Opportunities Funds.
Wellington serves as the sub-adviser to the Cash Reserves Fund. For its services
provided pursuant to its Investment Sub-Advisory Agreement with the Adviser and
the Fund, Wellington is entitled to receive, from the Adviser, a sub-advisory
fee that is computed daily and paid monthly at an annual rate of 0.075% of the
average daily net assets up to and including $500 million and 0.020% of the
Fund's average daily net assets over $500 million, but subject to a minimum
annual fee of $50,000. Wellington receives no fees directly from the Cash
Reserves Fund.
Analytic TSA serves as the sub-adviser to the Enhanced Equity, Master Fixed
Income, and Short-Term Government Funds. For its services provided pursuant to
its Investment Sub-Advisory Agreement with the Adviser and the Fund, Analytic
TSA is entitled to receive, from the Adviser, a sub-advisory fee with respect to
the average daily net assets of each such Fund that is computed daily and paid
monthly at annual rates of 0.40%, 0.25%, and 0.10%, respectively. Analytic TSA
receives no fees directly from the Enhanced Equity, Master Fixed Income, and
Short-Term Government Funds.
In the interest of limiting the expenses of the PBHG Advisor Funds, the Adviser
has entered into an Expense Limitation Agreement with the Company, on behalf of
each Fund. The Adviser has agreed to waive or limit its advisory fees or assume
other expenses in an amount that operates to limit the aggregate annual total of
certain operating expenses of each Fund as follows: 0.82% of the PBHG Advisor
Core Value Fund, PBHG Advisor New Contrarian Fund, PBHG Advisor Blue Chip Growth
Fund, and PBHG Advisor Enhanced Equity Fund; 1.07% of the PBHG Advisor Value
Opportunities Fund, PBHG Advisor Large Cap Concentrated Fund, PBHG Advisor
Growth II Fund, and PBHG Advisor Global Technology & Communications Fund; 0.97%
of the PBHG Advisor REIT Fund and PBHG Advisor New Opportunities Fund; 0.87% of
the PBHG Advisor Growth Opportunities Fund and PBHG Advisor Trend Fund; 0.67% of
the PBHG Advisor Master Fixed Income Fund; 0.72% of the PBHG Advisor High Yield
Fund; and 0.52% of the PBHG Advisor Short-Term Government Fund and PBHG Advisor
Cash Reserves Fund. The expenses subject to such limitation are those that are
not specifically allocated to a class of shares of a Fund under the Company's
multiple class plan (the "Rule l8f-3 Plan") including, but not limited to,
investment advisory fees of the Adviser, but excluding: (i) interest, taxes,
brokerage commissions, and other expenditures which are capitalized in
accordance with generally accepted accounting principles; (ii) expense
specifically allocated to a class of shares of a Fund under the Rule l8f-3 Plan,
such as Rule l2b-1 expenses and transfer agency fees; and (iii) other
extraordinary expenses not incurred in the ordinary course of a Fund's business.
Reimbursement by the Funds of the advisory fees waived or limited and other
expenses paid by the Adviser pursuant to the Expense Limitation Agreement may be
made at a later date when such Funds have reached a sufficient asset size to
permit reimbursement to be made without causing the total annual expense ratio
of each Fund to exceed the percentages discussed in this paragraph.
Consequently, no reimbursement by a Fund will be made unless: (i) the Fund's
assets exceed $75 million; (ii) the Fund's total annual expense ratio is less
than the specified percentage; and (iii) the payment of such reimbursement was
approved by the Board of Directors on a quarterly basis. The total amount of
reimbursement to which the Adviser may be entitled shall equal, at any time, the
sum of all investment advisory fees previously waived or reduced by the Adviser
and all other payments remitted by the Adviser to the Fund, during any of the
previous two fiscal years, less any reimbursement previously paid by such Fund
to the Adviser.
S-45
<PAGE>
Notes To Statements of Assets and Liabilities PBHG Advisor Funds, Inc.
March 20, 1998 (continued)
PBHG Fund Services (the "Administrator"), a wholly-owned subsidiary of the
Adviser, provides the Funds with administrative services, including regulatory
reporting and all necessary office space, equipment, personnel and facilities.
For these administrative services, the Administrator is entitled to a fee, which
is calculated daily and paid monthly, at an annual rate of 0.15% of the average
daily net assets of the Funds.
SEI Financial Management Corporation, a wholly-owned subsidiary of SEI
Corporation, is the owner of all beneficial interest in SEI Fund Resources (the
"Sub-Administrator"). The Sub-Administrator assists the Administrator in
providing administrative services to the Funds.
PBHG Fund Distributors, a wholly owned subsidiary of the Adviser, provides the
Funds with distribution services.
DST Systems, Inc. serves as the transfer agent, dividend disbursing agent for
the Funds under a transfer agent agreement with the Funds. PBHG Fund Services
provides shareholder support and other shareholder account-related services with
assistance from UAM Shareholder Service Center. CoreStates Bank, N.A. serves as
the custodian for the Funds.
The Funds have adopted Distribution Plans (the "12b-1 Plan") for those Funds
offering Class A and B shares. The Plan provides for the payment by the Funds to
the Distributor of up to 0.35% of each Fund's average net assets attributable to
Class A shares and up to 1.00% for Class B shares. The Funds' directors have
determined that payments under the l2b-1 distribution plan for Class A shares
will currently be limited to 0.25%. Class I shares are not subject to l2b-1
fees.
Certain officers and directors of the Fund who are or were officers of the
Adviser, Administrator, Sub-Administrator and the Distributor receive no
compensation from the Fund for their services.
(4) Reorganization
On February 20, 1998, the Board of Directors of the Fund and the Board of
Trustees of The Analytic Series Fund approved an Agreement and Plan of
Reorganization to reorganize the Analytic Enhanced Equity Portfolio, Analytic
Master Fixed Income Portfolio, and Analytic Short-Term Government Portfolios
into the PBHG Advisor Enhanced Equity Fund, PBHG Advisor Master Fixed Income
Fund and PBHG Advisor Short-Term Government Fund, respectively. This
reorganization is pending approval of the shareholders of the Analytic Series
Fund at a special meeting currently scheduled to be held on May 28, 1998.
The reorganization is expected to be performed on May 31, 1998 with all of the
property and assets of the Analytic Series Fund to be transferred to the
corresponding PBHG Advisor Fund. Upon this transfer, the PBHG Advisor Fund will
issue Class A shares of the voting common stock. The portfolios of the Analytic
Series Fund will be accounting survivors for financial reporting purposes.
S-46
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholder and Board of Directors
of PBHG Advisor Series Fund, Inc.:
We have audited the accompanying Statements of Assets and Liabilities of PBHG
Advisor Funds, Inc. (the "Fund"), comprised of the PBHG Advisor Core Value, PBHG
Advisor Value Opportunities, PBHG Advisor New Contrarian, PBHG Advisor REIT,
PBHG Advisor Blue Chip Growth, PBHG Advisor Growth Opportunities, PBHG Advisor
Enhanced Equity, PBHG Advisor Trend, PBHG Advisor New Opportunities, PBHG
Advisor Global Technology & Communications, PBHG Advisor Growth II, PBHG Advisor
Large Cap Concentrated, PBHG Advisor High Yield, PBHG Advisor Master Fixed
Income, PBHG Advisor Short-Term Government and PBHG Advisor Cash Reserves Funds,
as of March 20, 1998. These financial statements are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Fund as of March 20, 1998
in conformity with generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 30, 1998
S-47
<PAGE>
Appendix
RATINGS OF SECURITIES
The following is a description of the factors underlying the commercial paper
and debt ratings of Moody's, S&P and Fitch:
Moody's Bond Ratings
Moody's describes its ratings for corporate bonds as follows:
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risk appear somewhat larger than the Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest. Ca: Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.
S-A-1
<PAGE>
C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa to B. The modifier 1 indicates that the company ranks in
the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the company ranks in the
low end of its generic rating category.
Moody's Commercial Paper Ratings
Moody's commercial paper ratings are opinions of the ability of issuers to repay
punctually promissory obligations not having an original maturity in excess of
nine months.
Prime-1: Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structures with moderate reliance on
debt and ample asset protection; broad margins in earning coverage of fixed
financial charges and high internal cash generation; and well established access
to a range of financial markets and assured sources of alternate liquidity.
Prime-2: Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.
Prime-3: Issuers rated Prime-3 (or related supported institutions) have an
acceptable capacity for repayment of short-term promissory obligations. The
effects of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.
Not Prime: Issuers rated Not Prime do not fall within any of the Prime rating
categories.
S&P Bond Ratings
S&P describes its ratings for corporate bonds as follows:
AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.
S-A-2
<PAGE>
A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB: Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it nominally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. BB indicates the least degree of speculation and C
the highest. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or large exposure
to adverse conditions.
S&P Dual Ratings
S&P assigns "dual" ratings to all debt issues that have a put option or demand
feature as part of their structure.
The first rating addresses the likelihood of repayment of principal and interest
as due, and the second rating addresses only the demand feature. The long-term
debt rating symbols are used for bonds to denote the long-term maturity and the
commercial paper rating symbols for the put option (for example, AAA/A-1+). With
short-term demand debt, the note rating symbols are used with the commercial
paper rating symbols (for example, SP-1+/A-1+).
S&P Commercial Paper Ratings
A S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Rating categories are as follows:
A-1: This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.
A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
A-3: Issues carrying this designation have adequate capacity for timely payment.
They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
B: Issues with this rating are regarded as having only speculative capacity for
timely payment.
C: This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
S-A-3
<PAGE>
D: Debt with this rating is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date due, even
if the applicable grace period has not expired, unless it is believed that such
payments will be made during such grace period.
Fitch Investment Grade Bond Ratings
Fitch investment grade bond ratings provide a guide to investors in determining
the credit risk associated with a particular security. The ratings represent
Fitch's assessment of the issuer's ability to meet the obligations of a specific
debt issue in a timely manner.
The rating takes into consideration special features of the issue, its
relationship to other obligations of the issuer, the current and prospective
financial condition and operating performance of the issuer and any guarantor,
as well as the economic and political environment that might affect the issuer's
future financial strength and credit quality.
Fitch ratings do not reflect any credit enhancement that may be provided by
insurance policies or financial guaranties unless otherwise indicated.
Bonds carrying the same rating are of similar but not necessarily identical
credit quality since the rating categories do not fully reflect small
differences in the degrees of credit risk.
Fitch ratings are not recommendations to buy, sell or hold any security. Ratings
do not comment on the adequacy of market price, the suitability of any security
for a particular investor, or the tax-exempt nature or taxability of payments
made in respect of any security.
Fitch ratings are based on information obtained from issuers, other obligors,
underwriters, their experts, and other sources Fitch believes to be reliable.
Fitch does not audit or verify the truth or accuracy of such information.
Ratings may be changed, suspended, or withdrawn as a result of changes in, or
the unavailability of, information or for other reasons.
AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+".
A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and,
S-A-4
<PAGE>
therefore, impair timely payment. The likelihood that the ratings of these bonds
will fall below investment grade is higher than for bonds with higher ratings.
Plus (+) Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the "AAA" category.
NR: Indicates that Fitch does not rate the specific issue.
Conditional: A conditional rating is premised on the successful completion of a
project or the occurrence of a specific event.
Suspended: A rating is suspended when Fitch deems the amount of information
available from the issuer to be inadequate for rating purposes.
Withdrawn: A rating will be withdrawn when an issue matures or is called or
refinanced, and, at Fitch's discretion, when an issuer fails to furnish proper
and timely information.
FitchAlert: Ratings are placed on FitchAlert to notify investors of an
occurrence that is likely to result in a rating change and the likely direction
of such change. These are designated as "Positive," indicating a potential
upgrade, "Negative," for potential downgrade, or "Evolving," where ratings may
be raised or lowered. FitchAlert is relatively short-term and should be resolved
within 12 months.
Ratings Outlook
An outlook is used to describe the most likely direction of any rating change
over the intermediate term. It is described as "Positive" or "Negative." The
absence of a designation indicates a stable outlook.
Fitch Speculative Grade Bond Ratings
Fitch speculative grade bond ratings provide a guide to investors in determining
the credit risk associated with a particular security. The ratings ("BB" to "C")
represent Fitch's assessment of the likelihood of timely payment of principal
and interest in accordance with the terms of obligation for bond issues not in
default. For defaulted bonds, the rating ("DDD" to "D") is an assessment of the
ultimate recovery value through reorganization or liquidation.
The rating takes into consideration special features of the issue, its
relationship to other obligations of the issuer or possible recovery value in
bankruptcy, the current and prospective financial condition and operating
performance of the issuer and any guarantor, as well as the economic and
political environment that might affect the issuer's future financial strength.
Bonds that have the same rating are of similar but not necessarily identical
credit quality since rating categories cannot fully reflect the differences in
degrees of credit risk.
S-A-5
<PAGE>
BB: Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified, which could assist the
obligor in satisfying its debt service requirements.
B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
CCC: Bonds have certain identifiable characteristics that, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C: Bonds are in imminent default in payment of interest or principal.
DDD, DD, and D: Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.
Plus (+) Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the "DDD", "DD", or "D" categories.
Fitch Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
The short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner. Fitch short-term ratings are as follows:
F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1: Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
"F-1+."
F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as for
issues assigned "F-1+" and "F-1" ratings.
S-A-6
<PAGE>
F-3: Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate, however,
near-term adverse changes could cause these securities to be rated below
investment grade.
F-S: Weak Credit Quality. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance for timely payment and are vulnerable
to near-term adverse changes in financial and economic conditions.
D: Default. Issues assigned this rating are in actual or imminent payment
default.
LOC: The symbol LOC indicates that the rating is based on a letter of credit
issued by a commercial bank.
S-A-7
<PAGE>
PART C: OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
The Report of Independent Accountants and Statements of Assets and
Liabilities, along with Notes to Financial Statements, are being filed
as part of the Statement of Additional Information.
(b) Exhibits:
1(a) Articles of Amendment and Restatement of the Registrant dated
April 9, 1998 (2)
1(b) Articles Supplementary of Registrant dated April 9, 1998 (2)
1(c) Articles Supplementary of Registrant dated July 28, 1998
2 Amended and Restated Bylaws of the Registrant adopted
effective April 9, 1998 (2)
3 Voting trust agreement - none
4 Not Applicable
5(a) Investment Advisory Agreement between the Registrant and
Pilgrim Baxter & Associates, Ltd. dated as of April 1, 1998
(1)
5(b) Schedule A dated June 4, 1998 to Investment Advisory Agreement
between the Registrant and Pilgrim Baxter & Associates, Ltd.
dated as of April 1, 1998 (3)
5(c) Investment Sub-Advisory Agreement by and among the Registrant,
Pilgrim Baxter & Associates, Ltd. and Pilgrim Baxter Analytic
Investors, Inc. dated as of July 20, 1998
5(d) Investment Sub-Advisory Agreement by and among the Registrant,
Pilgrim Baxter & Associates, Ltd. and Wellington Management
Company, LLP dated as of April 1, 1998 (1)
5(e) Investment Sub-Advisory Agreement by and among the Registrant,
Pilgrim Baxter & Associates, Ltd. and Pilgrim Baxter Value
Investors, Inc. dated as of April 1, 1998 (1)
6(a) Distribution Agreement between the Registrant and PBHG Fund
Distributors relating to Class A Shares dated as of April 1,
1998 (1)
6(b) Schedule A dated June 4, 1998 to Distribution Agreement
between the Registrant and PBHG Fund Distributors relating to
Class A Shares dated as of April 1, 1998 (3)
6(c) Distribution Agreement between the Registrant and PBHG Fund
Distributors relating to Class B Shares dated as of April 1,
1998 (1)
6(d) Schedule A dated June 4, 1998 to Distribution Agreement
between the Registrant and PBHG Fund Distributors relating to
Class B Shares dated as of April 1, 1998 (3)
C-1
<PAGE>
6(e) Distribution Agreement between the Registrant and PBHG Fund
Distributors relating to Class I Shares dated as of April 1,
1998 (1)
6(f) Schedule A dated June 4, 1998 to Distribution Agreement
between the Registrant and PBHG Fund Distributors relating to
Class I Shares dated as of April 1, 1998 (3)
6(g) Form of Selected Dealer Agreement (1)
6(h) Form of Bank Agency Agreement relating to shares of the
Registrant (1)
6(i) Form of Shareholder Service Agreement for sale of shares of
the Registrant (1)
7 Bonus, profit sharing or pension plans - none
8(a) Custodian Agreement between the Registrant and CoreStates
Bank, N.A. dated as of April 1, 1998 (2)
8(b) Schedule A dated June 4, 1998 to Custodian Agreement between
the Registrant and CoreStates Bank, N.A. dated as of April 1,
1998 (3)
9(a) Administrative Services Agreement by and between the
Registrant and PBHG Fund Services dated as of April 1, 1998
(1)
9(b) Schedule A dated June 4, 1998 to Administrative Services
Agreement by and between the Registrant and PBHG Fund Services
dated as of April 1, 1998 (3)
9(c) Sub-Administrative Services Agreement by and among the
Registrant, PBHG Fund Services and SEI Fund Resources dated as
of April 9, 1998 (2)
9(d) Schedule A dated June 4, 1998 to Sub-Administrative Services
Agreement by and among the Registrant, PBHG Fund Services and
SEI Fund Resources dated as of April 9, 1998 (3)
9(e) Amendment to Sub-Administrative Services Agreement by and
among the Registrant, PBHG Fund Services and SEI Fund
Resources dated as of May 1, 1998 (2)
9(f) Schedule A dated June 4, 1998 to Amendment to
Sub-Administrative Services Agreement by and among the
Registrant, PBHG Fund Services and SEI Fund Resources dated as
of May 1, 1998 (3)
9(g) Expense Limitation Agreement by and between the Registrant, on
behalf of each portfolio of the Registrant, and Pilgrim Baxter
& Associates, Ltd. dated as of April 1, 1998 (1)
9(h) Schedule A dated June 4, 1998 to Expense Limitation Agreement
by and between the Registrant, on behalf of each portfolio of
the Registrant, and Pilgrim Baxter & Associates, Ltd. dated as
of April 1, 1998 (3)
9(i) Shareholder Services Agreement between the Registrant and PBHG
Fund Services dated as of April 1, 1998 (2)
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<PAGE>
9(j) Sub-Shareholder Services Agreement between the PBHG Fund
Services and UAM Shareholder Service Center, Inc. dated as of
April 1, 1998 (2)
9(k) Transfer Agency Agreement dated January 1, 1998 between the
Registrant and DST Systems, Inc. (3)
10 Opinion and Consent of Ballard Spahr Andrews & Ingersoll, LLP
11 Consent of Independent Accountants
12 Not Applicable
13 Stock Subscription Agreement between the Registrant and
Pilgrim Baxter & Associates, Ltd. dated as of February 20,
1998 (2)
14 Not Applicable
15(a) Distribution Plan of the Registrant pursuant to Rule 12b-1
relating to Class A Shares dated as of April 1, 1998 (1)
15(b) Distribution Plan of the Registrant pursuant to Rule 12b-1
relating to Class B Shares dated as of April 1, 1998 (1)
16 Not applicable
17 Not Applicable
18 Amended and Restated Multiple Class Plan of the Registrant
pursuant to Rule 18f-3 dated April 9, 1998 (2)
24(a) Directors' Power of Attorney
24(b) Officers' Power of Attorney
27 Financial Data Schedule
(1) Incorporated herein by reference to Registrant's Pre-Effective
Amendment No. 1 and Amendment No. 1 to Registration Statement on Form
N-1A (File Nos. 333-44193 and 811-08605) as filed electronically with
the Commission on March 9, 1998.
(2) Incorporated herein by reference to Registrant's Pre-Effective
Amendment No. 2 and Amendment No. 2 to Registration Statement on Form
N-1A (File Nos. 333-44193 and 811-08605) as filed electronically with
the Commission on April 17, 1998.
(3) Incorporated herein by reference to Registrant's Post-Effective
Amendment No. 2 and Amendment No. 4 to Registration Statement on Form
N-1A (File Nos. 333-44193 and 811-08605) as filed electronically with
the Commission on June 25, 1998.
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<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of July 31, 1998, the number of shareholders of each Fund of PBHG
Advisor Funds, Inc. was as follows:
Number of Record
Title of Class Holders
-------------- ----------------
PBHG Advisor Core Value Fund - Class A 4
PBHG Advisor Core Value Fund - Class B 1
PBHG Advisor Enhanced Equity - Class A 261
PBHG Advisor Enhanced Equity - Class B 1
PBHG Advisor Blue Chip Growth - Class A 2
PBHG Advisor Blue Chip Growth - Class B 1
PBHG Advisor Large Cap Concentrated Fund - Class A 6
PBHG Advisor Large Cap Concentrated Fund - Class B 1
PBHG Advisor New Opportunities Fund - Class A 11
PBHG Advisor New Opportunities Fund - Class B 1
PBHG Master Fixed Income Fund - Class A 89
PBHG Master Fixed Income Fund - Class B 1
PBHG Advisor Short-Term Government Fund - Class A 62
PBHG Advisor Short-Term Government Fund - Class B 1
PBHG Advisor Cash Reserves Fund - Class A 2
PBHG Advisor Cash Reserves Fund - Class B 1
ITEM 27. INDEMNIFICATION
The Articles of Incorporation of the Registrant include the following:
C-4
<PAGE>
ARTICLE VI
Section 6.1 Directors. To the maximum extent permitted by Maryland law in effect
from time to time, but subject to the limits on indemnification contained in the
1940 Act and the Bylaws, the Corporation shall indemnify and, without requiring
a preliminary determination of the ultimate entitlement to indemnification,
shall pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director of the
Corporation or (b) any individual who, while a director of the Corporation and
at the request of the Corporation, serves or has served another corporation,
real estate investment trust, partnership, joint venture, trust, employee
benefit plan or any other enterprise as a director, officer, partner, trustee,
employee, agent or fiduciary of such corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise
from and against any claim or liability to which such person may become subject
or which such person may incur by reason of his status as a present or former
director of the Corporation. The Corporation may, with the approval of the Board
of Directors, provide such indemnification and advance for expenses to a person
who served a predecessor of the Corporation in any of the capacities described
in (a) or (b) above.
Section 6.2 Officers. The Corporation shall have the power, to the maximum
extent permitted by Maryland law in effect from time to time, but subject to the
limits on indemnification contained in the 1940 Act and the Bylaws, to obligate
itself to indemnify, and to pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to, (a) any individual who is a present or
former officer of the Corporation or (b) any individual who, while an officer of
the Corporation and at the request of the Corporation, serves or has served as a
director, officer, partner, trustee, employee, agent or fiduciary of another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of his status as a present or former officer of the Corporation. The
Corporation shall have the power, with the approval of the Board of Directors,
to provide such indemnification and advance for expenses to a person who served
a predecessor of the Corporation in any of the capacities described in (a) or
(b) above and to any employee or agent of the Corporation or a predecessor of
the Corporation.
The By-Laws of the Registrant include the following:
ARTICLE IX
INDEMNIFICATION AND ADVANCE OF EXPENSES
Section 1. Indemnification of Directors and Officers. The Corporation
shall indemnify its directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The Corporation
shall indemnify its officers to the same extent as its directors and to such
further extent as is consistent with law. The Corporation shall indemnify its
directors and officers who, while serving as directors or officers, also serve
at the request of the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint venture,
real estate investment trust, trust, other enterprise or employee benefit plan
to the fullest extent consistent with law. The indemnification and other rights
provided for by this Article shall continue as to a person who has ceased to be
a director or officer, and shall inure to the benefit of the heirs, executors
and administrators of such a person. This Article shall not protect any such
person against any liability to the Corporation or any stockholder thereof to
which such person would otherwise be subject by reason of willful misfeasance,
bad
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<PAGE>
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office ("disabling conduct").
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suite or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
To the extent that the Articles of Incorporation, By-Laws or any other
instrument pursuant to which the Registrant is organized or administered
indemnify any director or officer of the Registrant, or that any contract or
agreement indemnifies any person who undertakes to act as investment adviser or
principal underwriter to the Registrant, any such provision protecting or
purporting to protect such persons against any liability to the Registrant or
its security holders to which he would otherwise by subject by reason of willful
misfeasance, bad faith, or gross negligence, in the performance of his duties,
or by reason of his contract or agreement, will be interpreted and enforced in a
manner consistent with the provisions of Sections 17(h) and (i) of the
Investment Company Act of 1940, as amended, and Release No. IC-11330 issued
thereunder.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Other business, profession, vocation, or employment of a substantial nature in
which each director or principal officer of Pilgrim Baxter & Associates, Ltd.,
Pilgrim Baxter Value Investors, Inc., Pilgrim Baxter Analytic Investors, Inc.,
and Wellington Management Company, LLP, is or has been, at any time during the
last two fiscal years, engaged for his own account or in the capacity of
director, officer, employee, partner or trustee are as follows:
C-6
<PAGE>
<TABLE>
<CAPTION>
Name and Position with Pilgrim
Baxter & Associates, Ltd. Name of Other Company Connection with Other Company
- ------------------------------ --------------------- -----------------------------
<S> <C> <C>
Harold J. Baxter Pilgrim Baxter Value Investors, Inc. Director, Chairman and Chief
Director, Chairman and Executive Officer
Chief Executive Officer
PBHG Fund Services Trustee
PBHG Fund Distributors Trustee
825 Duportail Road
Wayne, PA 19087
United Asset Management Director
Corporation
Gary L. Pilgrim PBHG Fund Services Trustee
Director, President and Chief 825 Duportail Road
Investment Officer Wayne, PA 19087
Pilgrim Baxter Value Investors, Inc. Director
Paul J. Hondros Pilgrim Baxter Value Investors, Inc. Director, President and Chief Operating
President and Chief Operating Officer
Officer PBHG Fund Distributors
825 Duportail Road Trustee
Wayne, PA 19087
Brian F. Bereznak PBHG Fund Services President and Trustee
Chief Operating Officer
(5/95 - 10/97)
Eric C. Schneider Pilgrim Baxter Value Investors, Inc. Chief Financial Officer and Treasurer
Chief Financial Officer and
Treasurer PBHG Fund Services Chief Financial Officer
PBHG Fund Distributors Trustee
825 Duportail Road
Wayne, PA 19087
</TABLE>
C-7
<PAGE>
<TABLE>
<S> <C> <C>
John M. Zerr Pilgrim Baxter Value Investors, Inc. General Counsel and Secretary
General Counsel and Secretary
PBHG Fund Services General Counsel and Secretary
PBHG Fund Distributors General Counsel and Secretary
825 Duportail Road
Wayne, PA 19087
</TABLE>
<TABLE>
<CAPTION>
Name and Position with Pilgrim
Baxter Value Investors, Inc. Name of Other Company Connection with Other Company
- ------------------------------ --------------------- -----------------------------
<S> <C> <C>
Harold J. Baxter Pilgrim Baxter & Associates, Ltd. Director, Chairman and Chief Executive
Director, Chairman and Chief Officer
Executive Officer
PBHG Fund Services Trustee
PBHG Fund Distributors Trustee
825 Duportail Road
Wayne, PA 19087
United Asset Management Corporation Director
Brian F. Bereznak Pilgrim Baxter & Associates, Ltd. Chief Operating Officer (5/95 - 12/97)
Director
PBHG Fund Services President and Trustee
Gary L. Pilgrim Pilgrim Baxter & Associates, Ltd. Director, Chief Investment Officer,
Director President, (4/95 - 10/97), Secretary (5/95 -
12/96)
PBHG Fund Services Trustee
825 Duportail Road
Wayne, PA 19087
Paul J. Hondros Pilgrim Baxter & Associates, Ltd President and Chief Operating Officer
President and Chief Operating
Officer PBHG Fund Distributors President and Trustee
825 Duportail Road
Wayne, PA 19087
David W. Jennings Pilgrim Baxter & Associates, Ltd. Director of Client
Director, President and Chief 825 Duportail Road Service
Operating Officer (10/96 - 1/98) Wayne, PA 19087
</TABLE>
C-8
<PAGE>
<TABLE>
<S> <C> <C>
Eric C. Schneider Pilgrim Baxter & Associates, Ltd. Chief Financial Officer and Treasurer
Chief Financial Officer and
Treasurer PBHG Fund Services Chief Financial Officer
PBHG Fund Distributors Trustee
825 Duportail Road
Wayne, PA 19087
John M. Zerr Pilgrim Baxter & Associates, Ltd. General Counsel and Secretary
General Counsel and Secretary
PBHG Fund Services General Counsel and Secretary
PBHG Fund Distributors General Counsel and Secretary
825 Duportail Road
Wayne, PA 19087
</TABLE>
The list required by this Item 28 of officers and directors of Pilgrim
Baxter Analytic Investors, Inc., together with information as to any other
business, profession, vocation or employment of a substantial nature engaged in
by such officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV, filed by Pilgrim Baxter Analytic
Investors, Inc. pursuant to the Investment Advisers Act of 1940, as amended
("Advisers Act"), (SEC File No. 801-7082).
The list required by this Item 28 of officers and directors of
Wellington Management Company, LLP, a Massachusetts limited partnership,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV, filed by Wellington Management Company, LLP pursuant to the Advisers
Act, (SEC File No. 801-15908).
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing the securities of the
Registrant also acts as a principal underwriter, distributor or investment
adviser.
None.
(b) Furnish the information required by the following table with respect to each
director, officer or partner of each principal underwriter named in the answer
to Item 21 of Part B.
C-9
<PAGE>
The principal business address of each person named in the table below is PBHG
Fund Distributors, 825 Duportail Road, Wayne, Pennsylvania 19087.
<TABLE>
<CAPTION>
Positions and Offices with
Name Positions and Offices with Underwriter Registrant
---- -------------------------------------- --------------------------
<S> <C> <C>
Harold J. Baxter Trustee Director and Chairman
Paul J. Hondros Trustee and President Executive Vice President
Eric C. Schneider Trustee None
Phillip D. Meserve President Senior Vice President
Lee T. Cummings Vice President Treasurer, Chief Financial Officer and
Controller
John M. Zerr General Counsel and Secretary Vice President and Secretary
Michael T. Brophy Chief Financial Officer and Chief None
Financial Compliance Officer
Amy S. Yuter Chief Compliance Officer None
</TABLE>
(c) None.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the Rules promulgated thereunder, are
maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1), (2)(a) and (b), (3), (6), (8),
(12); and 31a-1(d), the required books and records are maintained at the offices
of Registrant's Custodian:
First Union National Bank (successor to CoreStates Bank, N.A.)
530 Walnut Street
Philadelphia, PA 19106
(b) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D); (4); (5);
(6); (8); (9); (10); (11) and 31a-1(f), the required books and records are
currently maintained at the offices of Registrant's Sub-Administrator:
SEI Investments Mutual Funds Services (formerly SEI Fund Resources)
One Freedom Valley Road
Oaks, PA 19456
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Adviser or Sub-Advisers:
C-10
<PAGE>
Pilgrim Baxter & Associates, Ltd.
825 Duportail Road
Wayne, PA 19087
Pilgrim Baxter Value Investors, Inc.
825 Duportail Road
Wayne, PA 19087
Wellington Management Company, LLP
75 State Street
Boston, MA 02109
Pilgrim Baxter Analytic Investors, Inc.
700 South Flower Street, Suite 2400
Los Angeles, CA 90017
ITEM 31. MANAGEMENT SERVICES
None
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes to file a post-effective amendment, including
financial statements which need not be audited, within 4-6 months from the later
of the commencement of operations of the Registrant or the effective date of the
Registrant's 1933 Act Registration Statement.
C-11
<PAGE>
SIGNATURES
Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
the Registrant has duly caused this Post-Effective Amendment No. 3 to the
Registration Statement to be signed on its behalf by the undersigned thereto
duly authorized, in the City of Wayne, and Commonwealth of Pennsylvania, on the
13th day of August, 1998.
PBHG ADVISOR FUNDS, INC.
Registrant
By: *
---------------------
Harold J. Baxter
Chairman and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 3 to the Registration Statement has been signed below by the
following persons on the 13th day of August, 1998 in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
<S> <C> <C>
/s/Harold J. Baxter Chairman and Director August 13, 1998
- --------------------------- -----------------
Harold J. Baxter
* Director August 13, 1998
- --------------------------- -----------------
John R. Bartholdson
* Director August 13, 1998
- --------------------------- -----------------
Jettie M. Edwards
* Director August 13, 1998
- --------------------------- -----------------
Albert A. Miller
/s/Gary L. Pilgrim President August 13, 1998
- --------------------------- -----------------
Gary L. Pilgrim
/s/Paul J. Hondros Executive Vice President August 13, 1998
- ---------------------------- ------------------
Paul J. Hondros
/s/Brian F. Bereznak Vice President August 13, 1998
- ------------------------- -----------------
Brian F. Bereznak
/s/Lee T. Cummings Treasurer, Chief Financial August 13, 1998
- --------------------------- Officer and Controller -----------------
Lee T. Cummings
</TABLE>
*By: /s/John M. Zerr
-------------------
John M. Zerr
Attorney-in-Fact
<PAGE>
EXHIBIT LIST
Exhibit
Number Description
- ------- -----------
EX-99.B1(c) Articles Supplementary of Registrant dated July 28, 1998
EX-99.B5(c) Investment Sub-Advisory Agreement by and among the
Registrant, Pilgrim Baxter & Associates, Ltd. and Pilgrim
Baxter Analytic Investors, Inc. dated as of July 20, 1998
EX-99.B10 Opinion and Consent of Ballard Spahr Andrews &
Ingersoll, LLP
EX-99.B11 Consent of Independent Accountants
EX-99.B24(a) Directors' Power of Attorney
EX-99.B24(b) Officers' Power of Attorney
EX-99.B27 Financial Data Schedule
PBHG ADVISOR FUNDS, INC.
ARTICLES SUPPLEMENTARY
PBHG Advisor Funds, Inc., a Maryland corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Under authority contained in the charter of the Corporation (the
"Charter"), the Board of Directors of the Corporation, by unanimous written
consent dated July 28, 1998, (a) classified and designated (i) 300,000,000
shares of Common Stock (as defined in the Charter) as shares of the PBHG Advisor
Financial Services Fund series and (ii) 300,000,000 shares of Common Stock (as
defined in the Charter) as shares of the PBHG Advisor Health Care Fund series,
and (b) further classified and designated such shares, in equal numbers, within
each such series as Class A Shares, Class B Shares and Class I Shares, with the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of Class A Shares, Class B Shares and Class I Shares of Common Stock,
respectively, as set forth in Article IV of the Charter and in any other
provisions of the Charter relating to stock of the Corporation generally, except
that Class B Shares shall have the additional preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption as set forth in Section
4.4(b) of the Charter.
SECOND: As of the filing of these Articles Supplementary, the
Corporation shall have authority to issue 10,000,000,000 shares of Common Stock,
$0.001 par value per share, having an aggregate par value of $10,000,000. Of
these shares:
(a) 5,700,000,000 shares have been classified in the following
series (portfolios): 300,000,000 shares of the PBHG Advisor Core Value Fund
series (of which 100,000,000 shares are classified as Class A Shares,
100,000,000 as Class B Shares and 100,000,000 as Class I Shares); 300,000,000
shares of the PBHG Advisor Blue Chip Growth Fund series (of which 100,000,000
shares are classified as Class A Shares, 100,000,000 as Class B Shares and
100,000,000 as Class I Shares); 300,000,000 shares of the PBHG Advisor Cash
Reserves Fund series (of which 100,000,000 shares are classified as Class A
Shares, 100,000,000 as Class B Shares and 100,000,000 as Class I Shares);
300,000,000 shares of the PBHG Advisor High Yield Fund series (of which
100,000,000 shares are classified as Class A Shares, 100,000,000 as Class B
Shares and 100,000,000 as Class I Shares); 300,000,000 shares of the PBHG
Advisor Enhanced Equity Fund series (of which 100,000,000 shares are classified
as Class A Shares, 100,000,000 as Class B Shares and 100,000,000 as Class I
Shares); 300,000,000 shares of the PBHG Advisor Growth II Fund series (of which
100,000,000 shares are classified as Class A Shares, 100,000,000 as Class B
Shares and 100,000,000 as Class I Shares); 300,000,000 shares of the PBHG
Advisor Large Cap Concentrated Fund series (of which 100,000,000 shares are
classified as Class A Shares, 100,000,000 as Class B Shares and 100,000,000 as
Class I Shares); 300,000,000 shares of the PBHG Advisor Trend Fund series (of
which 100,000,000 shares are classified as Class A
<PAGE>
Shares, 100,000,000 as Class B Shares and 100,000,000 as Class I Shares);
300,000,000 shares of the PBHG Advisor Value Opportunities Fund series (of which
100,000,000 shares are classified as Class A Shares, 100,000,000 as Class B
Shares and 100,000,000 as Class I Shares); 300,000,000 shares of the PBHG
Advisor Global Technology & Communications Fund series (of which 100,000,000
shares are classified as Class A Shares, 100,000,000 as Class B Shares and
100,000,000 as Class I Shares); 300,000,000 shares of the PBHG Advisor Growth
Opportunities Fund series (of which 100,000,000 shares are classified as Class A
Shares, 100,000,000 as Class B Shares and 100,000,000 as Class I Shares);
300,000,000 shares of the PBHG Advisor New Contrarian Fund series (of which
100,000,000 shares are classified as Class A Shares, 100,000,000 as Class B
Shares and 100,000,000 as Class I Shares); 300,000,000 shares of the PBHG
Advisor New Opportunities Fund series (of which 100,000,000 are classified as
Class A Shares; 100,000,000 as Class B Shares and 100,000,000 as Class I
Shares); 300,000,000 shares of the PBHG Advisor REIT Fund series (of which
100,000,000 shares are classified as Class A Shares, 100,000,000 as Class B
Shares and 100,000,000 as Class I Shares); 300,000,000 shares of the PBHG
Advisor Master Fixed Income Fund series (of which 100,000,000 are classified as
Class A Shares, 100,000,000 as Class B Shares and 100,000,000 as Class I
Shares); 300,000,000 shares of the PBHG Advisor Short-Term Government Fund
series (of which 100,000,000 are classified as Class A Shares, 100,000,000 as
Class B Shares and 100,000,000 as Class I Shares); 300,000,000 shares of the
PBHG Advisor Defensive Equity Fund (of which 100,000,000 are classified as Class
A Shares, 100,000,000 as Class B Shares and 100,000,000 as Class I Shares);
300,000,000 shares of the PBHG Advisor Financial Services Fund series (of which
100,000,000 are classified as Class A Shares, 100,000,000 as Class B Shares and
100,000,000 as Class I Shares); 300,000,000 shares of the PBHG Advisor Health
Care Fund (of which 100,000,000 are classified as Class A Shares, 100,000,000 as
Class B Shares and 100,000,000 as Class I Shares); and
(b) 4,300,000,000 shares are shares of Common Stock without
further classification.
2
<PAGE>
THIRD: The undersigned President of the Corporation acknowledges these
Articles Supplementary to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on July 28, 1998.
WITNESS: PBHG ADVISOR FUNDS, INC.
/s/ John M. Zerr By: /s/ Gary L. Pilgrim (SEAL)
- ----------------------- -----------------------------------
John M. Zerr, Secretary Gary L. Pilgrim, President
3
PBHG ADVISOR FUNDS, INC.
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this 20th day of July, 1998, by and among Pilgrim
Baxter & Associates, Ltd. (the "Adviser"), Pilgrim Baxter Analytic Investors,
Inc. (the "Sub-Adviser") and PBHG Advisor Funds, Inc., a Maryland corporation
(the "Company").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, pursuant to the Investment Advisory Agreement dated April 1, 1998
and Schedule A dated April 1, 1998 between the Adviser and the Company, the
Adviser will act as investment adviser to certain series of the Company as set
forth in Schedule A attached hereto ("Funds"); and
WHEREAS, the Adviser and the Company each desire to retain the Sub-Adviser
to provide investment advisory services to the Company in connection with the
management of the Funds, and the Sub-Adviser is willing to render such
investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows.
1. (a) Subject to supervision by the Adviser and the Company's Board of
Directors, the Sub-Adviser shall manage the investment operations of each Fund
and the composition of each Fund's investment portfolio, including the purchase,
retention and disposition thereof, in accordance with each Fund's investment
objectives, policies and restrictions as stated in such Fund's Prospectus (such
Prospectus and Statement of Additional Information, as currently in effect and
as amended or supplemented from time to time, being herein called the
"Prospectus"), and subject to the following understandings:
(1) The Sub-Adviser shall provide supervision of each Fund's
investments and determine from time to time what investments and securities will
be purchased, retained or sold by each Fund, and what portion of the assets will
be invested or held uninvested in cash.
(2) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Company's Charter
and the Prospectus and with the instructions and directions of the Adviser and
of the Board of Directors and will conform and comply with the requirements of
the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other
applicable federal and state laws and regulations, as each is amended from time
to time.
(3) The Sub-Adviser shall determine the securities to be purchased or
sold by each Fund and will place orders with or through such persons, brokers or
dealers to carry out the policy with respect to brokerage set forth in such
Funds' Registration Statement and Prospectus or as the
<PAGE>
Board of Directors or the Adviser may direct from time to time, in conformity
with federal securities laws. In providing each Fund with investment
supervision, the Sub-Adviser will give primary consideration to securing the
most favorable price and efficient execution. Within the framework of this
policy, the Sub-Adviser may consider the financial responsibility, research and
investment information and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other transactions to which the
Sub-Adviser's other clients may be a party. It is understood that it is
desirable for each Fund that the Sub-Advisor have access to supplemental
investment and market research and security and economic analysis provided by
brokers who may execute brokerage transactions at a higher cost to the Fund than
may result when allocating brokerage to other brokers on the basis of seeking
the most favorable price and efficient execution. Therefore, the Sub-Adviser is
authorized to place orders for the purchase and sale of securities for each Fund
with brokers, subject to review by the Company's Board of Directors from time to
time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Sub-Adviser in connection with the Sub-Adviser's services to other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of a Fund as well as other clients of the
Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be so purchased or sold in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to the Fund in
question and to such other clients.
(4) The Sub-Adviser shall maintain all books and records with respect
to each Fund's portfolio transactions required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and
shall render to the Company's Board of Directors such periodic and special
reports as the Company's Board of Directors may reasonably request.
(5) The Sub-Adviser shall provide the Funds' Custodian on each business
day with information relating to all transactions concerning each Fund's assets
and shall provide the Adviser with such information upon request of the Adviser.
(6) The investment management services provided by the Sub-Adviser
under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Company
(b) Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's officers or employees.
It is understood that the Sub-Adviser may obtain certain administrative
services, including, without limitation, services relating to trade
reconciliation and the production of client reports, from its parent company in
carrying out its obligations under this Agreement.
(c) The Sub-Adviser shall keep each Fund's books and records required to be
maintained by the Sub-Adviser pursuant to paragraph 1(a) of this Agreement and
shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services under this Agreement needed by the Adviser to keep the
other books and records of the Funds required by Rule 31 a-1 under the 1940
Act. The Sub-Adviser agrees that ail records that it maintains on behalf of
each Fund are property of the Funds and the Sub-Adviser will surrender promptly
to a Fund any of such records upon that Fund's
2
<PAGE>
request; provided, however, that the Sub-Adviser may retain a copy of such
records. The Sub-Adviser further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) of this Agreement.
2. The Adviser shall continue to have responsibility for all services to be
provided to each Fund pursuant to the Advisory Agreement and shall oversee and
review the Sub-Adviser's performance of its duties under this Agreement.
3. The Adviser has delivered to the Sub-Adviser copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:
(a) Articles of Incorporation, as filed with the Statement Department of
Assessments and Taxation of the State of Maryland (such Articles of
Incorporation as in effect on the date of this Agreement, and as amended or
supplemented from time to time, are herein called the "Charter");
(b) By-Laws of the Company (such By-Laws, as in effect on the date of this
Agreement, and as amended from time to time, are herein called the "ByLaws");
(c) A copy of the resolutions of the Company's Board of Directors
authorizing the appointment of the Adviser and the Sub-Adviser and approving the
form of this Agreement; and
(d) Registration Statement under the 1940 Act and the Securities Act of
1933, as amended, on Form N-1A (the "Registration Statement"), as filed with the
Securities and Exchange Commission (the "Commission") relating to the Funds and
shares of common stock of the Funds, and all amendments thereto
4. For the services to be provided by the Sub-Adviser pursuant, to this
Agreement for each of the Funds set forth in Schedule A, the Adviser will pay to
the Sub-Adviser as full compensation therefor a fee at an annual rate as
specified in Schedule A. Each such fee will be paid to the Sub-Adviser from the
Adviser's advisory fee for such Fund.
5. The Sub-Adviser shall not be liable for any error of judgment or for any loss
suffered by a Fund or the Adviser in connection with performance of its
obligations under this Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful
misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the
performance of its duties or from reckless disregard of its obligations and
duties under this Agreement, except as may otherwise be provided under
provisions of applicable state law which cannot be waived or modified hereby
6. This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved at
least annually in conformance with the 1940 Act; provided, however, that this
Agreement may be terminated (a) by a Fund at any time, without the payment of
any penalty, by the vote of a majority of Directors of the Company or by the
vote of a majority of the outstanding voting securities of a Fund, (b) by the
Adviser at any time, without the payment of any penalty, on not more than 60
days' nor less than 30 days' written notice to the other parties, or (c) by the
Sub-Adviser at any time, without the payment of any penalty, on 90 days' written
notice to the other parties. This Agreement shall terminate automatically and
immediately in the event of its assignment. As used in this Section 6, the terms
"assignment" and "vote of a
3
<PAGE>
majority of the outstanding voting securities" shall have the respective
meanings set forth in the 1940 Act and the rules and regulations thereunder,
subject to such exceptions as may be granted by the Commission under the 1940
Act.
7. Nothing in this Agreement shall limit or restrict the right of any of the
Sub-Adviser's directors, officers, or employees to engage in any other business
or to devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or dissimilar nature, nor limit or
restrict the Sub-Adviser's right to engage in any other business or to render
services of any kind to any other corporation, firm, individual or association.
8. During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all prospectuses, proxy statements, reports
to shareholders, sales literature or other materials prepared for distribution
to shareholders of the Funds, the Company or the public that refers to the
Sub-Adviser or its clients in any way prior to use thereof and not to use
material if the Sub-Adviser reasonably objects in writing within five business
days (or such other period as may be mutually agreed) after receipt thereof- The
Sub-Adviser's right to object to such materials is limited to the portions of
such materials that expressly relate to the Sub-Adviser, its services and its
clients. The Adviser agrees to use its reasonable best efforts to ensure that
materials prepared by its employees or agents or its affiliates that refer to
the Sub-Adviser or its clients in any way are consistent with those materials
previously approved by the Sub-Adviser as referenced in the first sentence of
this paragraph. Sales literature may be furnished to the Sub-Adviser by
first-class or overnight mail, facsimile transmission equipment or hand
delivery.
9. No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
the vote of the majority of the outstanding voting securities of a Fund.
10. This Agreement shall be governed by the laws of the state of Maryland;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.
11. This Agreement embodies the entire agreement and understanding among the
parties hereto, and supersedes all prior agreements and understandings relating
to this Agreement's subject matter. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
12. Should any part of this Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
13. Any notice, advice or report to be given pursuant to this Agreement shall be
delivered or mailed:
To the Adviser at:
825 Duportail Road
Wayne, PA 19097
To the Sub-Adviser at:
700 South Flower Street
Suite 2400
Los Angeles, CA 90017
To the Company or a Fund at:
825 Duportail Road
Wayne,PA 19087
4
<PAGE>
14. Where the effect of a requirement of the 1940 Act reflected in any provision
of this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
PILGRIM BAXTER & ASSOCIATES, LTD. PBHG ADVISOR FUNDS, INC.
By: /s/ Illegible By: /s/ Illegible
----------------------------- -------------------------------
Title: Title:
PILGRIM BAXTER ANALYTIC INVESTORS, INC.
By: /s/ Illegible
-----------------------------
Title
5
<PAGE>
SCHEDULE A DATED APRIL 1, 1998
Pursuant to Section 4 of this Agreement, the Sub-Adviser for each Fund listed
below shall be entitled to compensation, to be paid by the Adviser, which shall
be computed daily and paid monthly at the annual rate specified below with
respect to each Fund's average daily net assets:
FUND FEE
---- ---
PBHG Advisor Enhanced Equity Fund 0.40%
PBHG Advisor Master Fixed Income Fund 0.25%
PBHG Advisor Short-Term Government Fund 0.10%
PBHG Advisor Defensive Equity Fund 0.40%
August 17, 1998
PBHG Advisor Funds, Inc.
825 Duportail Road
Wayne, PA 19087
Re: PBHG Advisor Funds, Inc.
Post-Effective Amendment No. 3
to the Registration Statement on Form N-1A
Gentlemen:
We have acted as counsel to PBHG Advisor Funds, Inc. (the
"Company"), a corporation organized under the laws of the State of Maryland
registered under the Investment Company Act of 1940, as amended, as an open-end
series management investment company.
This opinion is given in connection with the filing by the
Company of its Post-Effective Amendment No. 3 to the Registration Statement on
Form N-1A ("Registration Statement") under the Securities Act of 1933, as
amended, relating to the registration of an indefinite number of Class A and
Class B shares of common stock, par value $.001 per share (the "Shares"),
representing interests in the PBHG Advisor Core Value Fund, the PBHG Advisor
Defensive Equity Fund, the PBHG Advisor Enhanced Equity Fund, the PBHG Advisor
Blue Chip Growth Fund, the PBHG Advisor Large Cap Concentrated Fund, the PBHG
Advisor New Opportunities Fund, the PBHG Advisor Health Care Fund, the PBHG
Advisor Financial Services Fund, the PBHG Advisor Global Technology &
Communications Fund, the PBHG Advisor Master Fixed Income Fund, the PBHG Advisor
Short-Term Government Fund, and the PBHG Advisor Cash Reserves Fund, each a
portfolio of the Company.
In connection with our giving this opinion, we have examined a
copy of the Charter of the Company, and originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, corporate
records and other instruments as we have deemed necessary or advisable for
purposes of this opinion. We have also examined the prospectus included in the
Registration Statement substantially in the form in which it is to
<PAGE>
PBHG Advisor Funds, Inc.
August 17, 1998
Page 2
become effective (the "Prospectus"). As to various questions of fact material to
our opinion, we have relied upon information provided by officers of the
Company.
Based on the foregoing, we are of the opinion that the Shares
to be offered for sale pursuant to the Prospectus are, to the extent of the
number of Shares authorized to be issued by the Company in its Charter, duly
authorized and, when sold, issued and paid for as described in the Prospectus,
will have been legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"General Information - Counsel and Independent Accountants" in the Prospectus
included in the Registration Statement.
Very truly yours,
/s/Ballard Spahr Andrews & Ingersoll, LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our report, dated March 30, 1998, on
our audit of the Statements of Assets and Liabilities of PBHG Advisor
Funds, Inc., comprised of the PBHG Advisor Core Value, PBHG Advisor Value
Opportunities, PBHG Advisor New Contrarian, PBHG Advisor REIT, PBHG Advisor Blue
Chip Growth, PBHG Advisor Growth Oportunities, PBHG Advisor Enhanced Equity,
PBHG Advisor Trend, PBHG Advisor New Opportunities, PBHG Advisor Global
Technology & Communications, PBHG Advisor Growth II, PBHG Advisor Large Cap
Concentrated, PBHG Advisor High Yield, PBHG Advisor Master Fixed Income, PBHG
Advisor Short-Term Government and PBHG Advisor Cash Reserves Funds, as of March
20, 1998 under the heading "Financial Statements" in the Statement of Additional
Information. We also consent to the reference to our Firm under the heading
"Counsel and Independent Accountants" in the Prospectus and under the heading
"Financial Statements" in the Statement of Additional Information with respect
to this Post-Effective Amendment No. 3 to the Registration Statement under the
Securities Act of 1933 on Form N-1A (File No. 333-44193).
/s/PriceWaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
August 17, 1998
Exhibit 24(a)
POWER OF ATTORNEY
We, the undersigned Directors of PBHG Advisor Funds, Inc. (the
"Company"), whose signatures appear below, hereby make, constitute and appoint
Harold J. Baxter, John M. Zerr and William H. Rheiner, and each of them acting
individually, to be our true and lawful attorneys and agents, each of them with
the power to act without any other and with full power of substitution, to
execute, deliver and file in each undersigned Director's capacity as shown
below, any and all instruments that said attorneys and agents may deem necessary
or advisable to enable the Company to comply with the Securities Act of 1933, as
amended, including any and all pre-effective and post-effective amendments to
the Company's registration statement, and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission thereunder in
connection with the registration of shares or additional shares of common stock
of the Company or any of its series or classes thereof, and the registration of
the Company or any of its series under the Investment Company Act of 1940, as
amended, including any and all amendments to the Company's registration
statement; and without limitation of the foregoing, the power and authority to
sign the name of the the Company on its behalf, and to sign the name of each
such Director on his or her behalf, and we hereby grant to said attorney or
attorneys, full power and authority to do and perform each and every act and
thing whatsoever as said attorney or attorneys may deem necessary or advisable
to carry out fully the intent of this Power of Attorney to the same extent and
with the same effect as if we might or could do personally in our capacity as
aforesaid and we ratify, confirm and approve all acts and things which said
attorney or attorneys might do or cause to be done by virtue of this Power of
Attorney and his and her signatures as the same may be signed by said attorney
or attorneys.
SIGNATURE TITLE DATE
/s/ Harold J. Baxter Director 2/20/98
- ----------------------- -------
Harold J. Baxter
/s/ John R. Bartholdson Director 2/20/98
- ----------------------- -------
John R. Bartholdson
/s/ Jettie M. Edwards Director 2/20/98
- ----------------------- -------
Jettie M. Edwards
/s/ Albert A. Miller Director 2/20/98
- ----------------------- -------
Albert A. Miller
Exhibit 24(b)
POWER OF ATTORNEY
We, the undersigned Officers of PBHG Advisor Funds, Inc. (the
"Company"), whose signatures appear below, hereby make, constitute and appoint
Harold J. Baxter, John M. Zerr and William H. Rheiner, and each of them acting
individually, to be our true and lawful attorneys and agents, each of them with
the power to act without any other and with full power of substitution, to
execute, deliver and file in each undersigned Officer's capacity as shown below,
any and all instruments that said attorneys and agents may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, including any and all pre-effective and post-effective amendments to
the Company's registration statement, and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission thereunder in
connection with the registration of shares or additional shares of common stock
of the Company or any of its series under the Investment Company Act of 1940, as
amended, including any and all amendments to the Company's registration
statement; and without limitation of the foregoing, the power and authority to
sign the name of the Company on its behalf, and to sign the name of each such
Officer on his behalf and we grant to said attorney or attorneys, full power and
authority to do and perform each and every act and thing whatsoever as said
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of this Power of Attorney to the same extent and with the same effect as
if we might or could do personally in our capacity as aforesaid and we ratify,
confirm and approve all acts and things which said attorney or attorneys might
do or cause to be done by virtue of this Power of Attorney and his signatures as
the same may be signed by said attorney or attorneys.
SIGNATURE TITLE DATE
/s/ Gary L. Pilgrim President 2/20/98
- ------------------------ ---------
Gary L. Pilgrim
/s/ Paul J. Hondros Executive Vice 2/20/98
- ------------------------ President ---------
Paul J. Hondros
/s/ Brian F. Bereznak Vice President 2/20/98
- ------------------------ ---------
Brian F. Bereznak
/s/ Lee T. Cummings Treasurer, Chief 2/20/98
- ------------------------ Financial Officer ---------
Lee T. Cummings and Controller
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</TABLE>
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
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<NUMBER> 142
<NAME> GROWTH OPPORTUNITIES CLASS I
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</TABLE>
<TABLE> <S> <C>
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<NUMBER> 141
<NAME> GROWTH OPPORTUNITIES FUND CLASS B
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
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<NUMBER> 140
<NAME> GROWTH OPPORTUNITIES FUND CLASS A
<MULTIPLIER> 1
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<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> MAR-20-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
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<NUMBER> 132
<NAME> BLUE CHIP GROWTH FUND CLASS I
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> MAR-20-1998
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<EXCHANGE-RATE> 1.000
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 131
<NAME> BLUE CHIP GROWTH FUND CLASS B
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> MAR-20-1998
<PERIOD-END> MAR-20-1998
<EXCHANGE-RATE> 1.000
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
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<SHARES-COMMON-STOCK> 10
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<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
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<DIVIDEND-INCOME> 0
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<NUMBER-OF-SHARES-SOLD> 10
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<NET-CHANGE-IN-ASSETS> 10
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 130
<NAME> BLUE CHIP GROWTH FUND CLASS A
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> MAR-20-1998
<PERIOD-END> MAR-20-1998
<EXCHANGE-RATE> 1.000
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<TOTAL-ASSETS> 26,175
<PAYABLE-FOR-SECURITIES> 0
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<TOTAL-LIABILITIES> 25,875
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 100
<SHARES-COMMON-STOCK> 10
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
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<NUMBER-OF-SHARES-SOLD> 10
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 122
<NAME> REIT CLASS I
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> MAR-20-1998
<PERIOD-END> MAR-20-1998
<EXCHANGE-RATE> 1.000
<INVESTMENTS-AT-COST> 0
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<TOTAL-LIABILITIES> 2,875
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 100
<SHARES-COMMON-STOCK> 10
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<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 100
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<NUMBER-OF-SHARES-SOLD> 10
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10
<ACCUMULATED-NII-PRIOR> 0
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 121
<NAME> REIT CLASS B
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> MAR-20-1998
<PERIOD-END> MAR-20-1998
<EXCHANGE-RATE> 1.000
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
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<PAYABLE-FOR-SECURITIES> 0
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<TOTAL-LIABILITIES> 2,875
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 100
<SHARES-COMMON-STOCK> 10
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<ACCUMULATED-NII-CURRENT> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 100
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<NUMBER-OF-SHARES-SOLD> 10
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10
<ACCUMULATED-NII-PRIOR> 0
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<AVERAGE-NET-ASSETS> 100
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<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 120
<NAME> REIT CLASS A
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> MAR-20-1998
<PERIOD-END> MAR-20-1998
<EXCHANGE-RATE> 1.000
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
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<ASSETS-OTHER> 3,175
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<TOTAL-LIABILITIES> 2,875
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 100
<SHARES-COMMON-STOCK> 10
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<ACCUMULATED-NII-CURRENT> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 100
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<NUMBER-OF-SHARES-SOLD> 10
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<NET-CHANGE-IN-ASSETS> 10
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 112
<NAME> NEW CONTRARIAN CLASS I
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> MAR-20-1998
<PERIOD-END> MAR-20-1998
<EXCHANGE-RATE> 1.000
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<TABLE> <S> <C>
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<NUMBER> 111
<NAME> NEW CONTRARIAN CLASS B
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<NAME> NEW CONTRARIAN CLASS A
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<TABLE> <S> <C>
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<NAME> VALUE OPPORTUNITIES CLASS I
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<TABLE> <S> <C>
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<NAME> VALUE OPPORTUNITIES CLASS B
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</TABLE>
<TABLE> <S> <C>
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<NAME> VALUE OPPORTUNITIES CLASS A
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</TABLE>
<TABLE> <S> <C>
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<NUMBER> 092
<NAME> CORE VALUE CLASS I
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<CURRENCY> U.S. DOLLARS
<S> <C>
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</TABLE>
<TABLE> <S> <C>
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<NUMBER> 091
<NAME> CORE VALUE CLASS B
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<S> <C>
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</TABLE>
<TABLE> <S> <C>
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<NUMBER> 090
<NAME> CORE VALUE CLASS A
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</TABLE>
<TABLE> <S> <C>
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<NUMBER> 082
<NAME> ADVISOR CASH RESERVE CLASS I
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<TABLE> <S> <C>
<ARTICLE> 6
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<NUMBER> 081
<NAME> ADVISOR CASH RESERVE CLASS B
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<CURRENCY> U.S. DOLLARS
<S> <C>
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</TABLE>
<TABLE> <S> <C>
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<NUMBER> 080
<NAME> ADVISOR CASH RESERVE CLASS A
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<CURRENCY> U.S. DOLLARS
<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 072
<NAME> ADVISOR SHORT-TERM GOVERNMENT CLASS I
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 071
<NAME> ADVISOR SHORT-TERM GOVERNMENT CLASS B
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 070
<NAME> ADVISOR SHORT-TERM GOVERMENT CLASS A
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<CURRENCY> U.S. DOLLARS
<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 062
<NAME> PBHG MASTER FIXED INCOME CLASS I
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLAR
<S> <C>
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<FISCAL-YEAR-END> OCT-31-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 061
<NAME> PBHG MASTER FIXED INCOME CLASS B
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 060
<NAME> PBHG MASTER FIXED INCOME CLASS A
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 052
<NAME> ADVISOR HIGH YIELD CLASS I
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<CURRENCY> U.S. DOLLAR
<S> <C>
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<NAME> ADVISOR HIGH YIELD CLASS B
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<NAME> ADVISOR HIGH YIELD CLASS A
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<NAME> ADVISOR LARGE CAP CONCENTRATED CLASS I
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<NAME> ADVISOR LARGE CAP CONCENTRATED CLASS B
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<NAME> ADVISOR LARGE CAP CONCENTRATED CLASS A
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<NAME> ADVISOR GROWTH II CLASS I
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<NAME> ADVISOR GROWTH II CLASS B
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<NAME> ADVISOR GROWTH II CLASS A
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<NAME> GLOBAL TECHNOLOGY & COMMUNICATIONS CLASS I
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<NUMBER> 021
<NAME> GLOBAL TECHNOLOGY & COMMUNICATIONS CLASS B
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