SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
COREFUNDS, INC.
(Name of Registrant as Specified In Its Charter)
same
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11(1).
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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COREFUNDS, INC.
INTERNATIONAL GROWTH FUND
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IMPORTANT SHAREHOLDER INFORMATION
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The document you hold in your hands contains your proxy statement and proxy
card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells
us how to vote on your behalf on important issues relating to your Fund. Each
proxy card may be completed by checking the appropriate box and voting for or
against the specific proposals relating to your Fund. If you simply sign the
proxy without specifying a vote, your shares will be voted in accordance with
the recommendations of the board of directors.
We urge you to spend a few minutes with the proxy statement, fill out your proxy
card, and return it to us. Voting your proxy, and doing so promptly, ensures
that the Fund will not need to conduct additional mailings. When shareholders do
not return their proxies in sufficient numbers, the Fund will incur the expense
of follow-up solicitations, which will cost your Fund money.
Please take a few moments to exercise your right to vote. Thank you.
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COREFUNDS, INC.
International Growth Fund
c/o SEI Fund Resources
530 East Swedesford Road
Wayne, Pennsylvania 19087
Notice of Special Meeting of Shareholders
December 15, 1997
To the Shareholders of CoreFunds, Inc.
Notice is hereby given that a special meeting of shareholders (the "Meeting") of
the International Growth Fund (the "Fund") of CoreFunds, Inc. (the "Company"),
will be held at the offices of SEI Fund Resources, 530 East Swedesford Road,
Wayne, Pennsylvania 19087, on December 15, 1997, at 3:30 p.m., local time, for
the following purposes:
1. To consider and vote upon a proposal to approve a new sub-advisory
agreement between the CoreStates Investment Advisers, Inc.
("CoreStates Advisers"), and Aberdeen Fund Managers, Inc.
("Aberdeen") relating to the management of a portion of the assets
of the Fund.
2. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Proposal 1 relates to the consideration of a new sub-advisory agreement between
CoreStates Advisers and Aberdeen on behalf of the Fund. The current agreement
terminated upon the issuance by Aberdeen's parent corporation of capital stock
to Scottish Provident Institution in exchange for Scottish Provident's
investment management business. Under the Investment Company Act of 1940, this
transaction resulted in an "assignment," which caused a termination of the
agreement. The Fund is relying upon a SEC rule that permits Aberdeen to continue
to serve as sub-adviser after the termination of the current agreement for a
period of up to 120 days until shareholder approval is obtained, as more fully
described herein.
All Shareholders are cordially invited to attend the Meeting. Regardless of
whether you plan to attend the Meeting, please complete, sign and date the
enclosed Proxy and return it promptly in the enclosed envelope so that a quorum
will be present and a maximum number of shares may be voted. If you are present
at the Meeting, you may change your vote, if desired, at that time.
Shareholders of record at the close of business on October 24, 1997 are entitled
to notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
James W. Jennings
Secretary
October 31, 1997
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY
IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
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COREFUNDS, INC.
International Growth Fund
c/o SEI Fund Resources
530 East Swedesford Road
Wayne, Pennsylvania 19087
PROXY STATEMENT
Special Meeting of Shareholders
December 15, 1997
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of CoreFunds, Inc. (the "Company"), on
behalf of the International Growth Fund (the "Fund"), for use at the Special
Meeting of Shareholders to be held at the offices of SEI Fund Resources ("Fund
Resources"), 530 East Swedesford Road, Wayne, Pennsylvania 19087, on Monday,
December 15, 1997, at 3:30 p.m., local time, and at any adjourned session
thereof (such meeting and any adjournment thereof are hereinafter referred to as
the "Meeting"). Shareholders of record at the close of business on October 24,
1997 ("Shareholders"), are entitled to vote at the Meeting.
As of October 24, 1997, the Fund had _______ shares outstanding.
Each share is entitled to one vote and each fractional share is
entitled to a proportionate fractional vote on each matter as to which such
shares are to be voted at the Meeting. In addition to the solicitation of
proxies by mail, directors and officers of the Company and officers and
employees of Fund Resources, the Administrator for the Fund, may solicit proxies
in person or by telephone. Persons holding shares as nominees will, upon
request, be reimbursed for their reasonable expenses incurred in sending
soliciting materials to their principals. The cost of solicitation will be borne
by Aberdeen Fund Managers, Inc. ("Aberdeen"). The Proxy Card and this Proxy
Statement are being mailed to the Shareholders on or about October 31, 1997.
Shares represented by duly executed proxies will be voted in accordance
with the instructions given. Proxies may be revoked at any time before they are
exercised by a written revocation received by the President of the Company at
530 E. Swedesford Road, Wayne, Pennsylvania 19087, by properly executing a
later-dated proxy, or by attending at the Meeting and voting in person.
INTRODUCTION
The Company is organized as a Maryland corporation and is not required
to hold annual meetings of Shareholders. This Meeting is being called to permit
Shareholders of the Fund to vote on a new sub-advisory agreement, which
agreement is to take effect upon the termination of
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the existing agreement. The existing agreement terminated upon the completion of
the transaction between Aberdeen's parent corporation and Scottish
Provident Institution ("Scottish Provident"), as more fully described below.
This Proxy Statement solicits votes on the proposal to approve a new
sub-advisory agreement between CoreStates Advisers and Aberdeen relating to the
management of a portion of the assets of the Fund.
I. PROPOSAL 1. Approval of a New Sub-Advisory Agreement for the Fund
Background
At the Meeting, Shareholders will be asked to approve a new
sub-advisory agreement for the Fund by and between CoreStates Investment
Advisers, Inc. ("CoreStates Advisers"), and Aberdeen relating to the Fund. The
new agreement is needed to replace the existing sub-advisory agreement between
CoreStates Advisers and Aberdeen (the "Existing Sub-Advisory Agreement"), which
agreement terminated upon the conclusion of a transaction whereby Aberdeen's
parent corporation, Aberdeen Asset Management PLC (formerly, Aberdeen Trust PLC)
("AAM"), issued 58,414,994 of its ordinary shares to Scottish Provident in
exchange for Scottish Provident's investment management business (the
"Transaction"). The amount of shares so issued, when added to shares already
owned by Scottish Provident and its affiliates, amounts to approximately 41% of
AAM's total shares. The Transaction technically caused an "assignment" of the
current agreement and, as such, had the effect, under the Investment Company Act
of 1940, as amended (the "1940 Act"), of causing it to terminate.
Pursuant to Rule 15a-4 under the 1940 Act, an investment adviser may
serve pursuant to an investment advisory contract for a period of up to 120 days
following the termination of the contract by its assignment, provided that the
new contract has been approved by the investment company's board of directors
and the compensation payable under the contract does not exceed the compensation
payable under the former contract. On September 4, 1997, the Company's Board,
including a majority of the non-interested Directors approved a new sub-advisory
agreement by and between CoreStates Advisers and Aberdeen embodying exactly the
same terms and fees (the "New Sub-Advisory Agreement"). Accordingly,
Shareholders are being asked to approve the New Sub-Advisory Agreement.
The Transaction
On September 8, 1997, AAM, the parent of Aberdeen, acquired Prolific
Financial Management plc ("Prolific"), an investment adviser located in the
United Kingdom. As consideration for the acquisition, AAM issued 58,414,994 of
its ordinary shares to Prolific's parent, Scottish Provident. Scottish
Provident, which previously owned 1.7% of the outstanding shares of AAM,
now controls, directly or through affiliates, 41% of AAM's shares.
Because Aberdeen is a wholly-owned subsidiary of AAM, such change in ownership
also constitutes a corresponding change in the ownership of Aberdeen. Under
Section 15 of the 1940 Act, a change in control of an investment adviser is
deemed to cause an assignment of all investment advisory contracts executed
between the investment adviser and a registered investment company.
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Board approval of New Agreement
Rule 15a-4 under of the 1940 Act provides a mechanism for Aberdeen to
continue to serve as sub-adviser to the Fund for a period of up to 120 days
following the termination of its contract, provided that the New Sub-Advisory
Agreement has been approved by a majority of the Fund's Board of Directors,
including a majority of the Directors who are not "interested persons" of the
Fund, and the compensation payable under the New Sub-Advisory Agreement does not
exceed the compensation payable under the Existing Sub-Advisory Agreement.
The Fund's Board of Directors approved the New Sub-Advisory Agreement
and has called this special meeting of the Shareholders to approve the New
Sub-Advisory Agreement. Aberdeen has agreed to pay all expenses relating to the
procurement of a Shareholder vote. In the event that Shareholder approval is not
forthcoming, CoreStates Advisers will meet with the Fund's Board to discuss its
options, which may include allocating all of the Fund's assets to Martin Currie,
Inc. ("Martin Currie"), the Fund's other sub-adviser, or recommending the
hiring, subject to Board and Shareholder approval, of one or more new
sub-advisers.
Description of the Fund's Management Arrangements
The Fund operates using a multiple manager structure wherein CoreStates
Advisers acts as investment adviser and Aberdeen and Martin Currie each act as
sub-adviser with respect to a portion of the Fund's assets. Under this
arrangement, Aberdeen and Martin Currie each manage the day-to-day operations of
discrete portions of the Fund's assets under the supervision of CoreStates
Advisers. CoreStates Advisers receives an investment advisory fee for its
services, and pays Aberdeen and Martin Currie out of its investment advisory
fee.
Multiple Manager Arrangement
Under the multiple manager structure, CoreStates Advisers has general
oversight responsibility for the investment advisory services provided to the
Fund, including formulating the Fund's investment policies and analyzing
economic trends affecting the Fund. CoreStates Advisers is responsible, subject
to Board oversight, for managing the allocation of assets among the Fund's
Sub-Advisers and directing and evaluating the investment services provided by
each Sub-Adviser, including adherence to the Fund's investment objectives and
policies, performance and specific portfolio security advice. In accordance with
the Fund's investment objectives and policies, and under the supervision of
CoreStates Advisers and the Fund's Board of Directors, each Sub-Adviser is
responsible for the day-to-day investment management of a discrete portion of
the assets of a Fund. The Sub-Advisers make investment decisions for the Fund
and place orders on behalf of the Fund to effect the investment decisions made.
CoreStates Advisers also monitors the compliance of the Fund with legal
and tax regulations, such as those relating to portfolio concentration and
diversification. For the most part, compliance with these requirements by each
Sub-Adviser with respect to its portion of the Fund's assets will assure
compliance by the Fund as a whole. CoreStates Advisers monitors positions taken
by each Sub-Adviser and will notify such Sub-Adviser of any developing
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situations. To the extent that having multiple Sub-Advisers responsible for
investing separate portions of the Fund's assets creates the need for
coordination among Sub-Advisers, there is an increased risk that the Fund will
not comply with applicable regulatory and tax requirements.
It is possible that different Sub-Advisers to the Fund could take
opposite actions within a short period of time with respect to a particular
security. For example, one Sub-Adviser could buy a security for the Fund and
shortly thereafter another Sub-Adviser could sell the same security from the
portion of the Fund's assets allocated to it. If in these circumstances the
securities could be transferred from one Sub-Adviser's portion of the Fund to
another, the Fund could avoid transaction costs and could avoid creating
possible wash sales under the Code. Such transfers are not practicable, but the
Sub-Advisers and CoreStates Advisers do not believe that there will be material
adverse effects on the Fund as a result. First, it does not appear likely that
there will be substantial overlap in the securities acquired for the Fund by the
Sub-Advisers. Moreover, the Sub-Advisers would probably only rarely engage in
the types of offsetting transactions described above, especially within a short
time period. Therefore, it is a matter of speculation whether offsetting
transactions would result in any significant increases in transaction costs or
have significant tax consequences. It is true that wash sales could occur in
spite of the efforts of CoreStates Advisers, but it is believed that the
benefits of using multiple managers outweigh the consequences of any wash sales.
Information Regarding CoreStates Advisers
CoreStates Advisers is a registered investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act"), and currently acts as the
investment adviser to the Company's Equity Funds, Fixed Income Funds and Money
Market Funds. In addition, CoreStates Advisers performs most investment
management and investment advisory functions for the trust departments of
CoreStates's banking subsidiaries. In that connection, CoreStates Advisers
performs certain investment advisory, research, trading, and fund management
functions. It also provides investment management and advisory services to
customers unrelated to CoreStates. CoreStates Advisers does not currently
provide investment services to any other investment companies having an
investment objective similar to the Funds'.
The principal offices of CoreStates Advisers are located at 1500 Market
Street, Philadelphia, Pennsylvania 19102. CoreStates Advisers is a wholly-owned
subsidiary of CoreStates Bank, N.A. ("CoreStates Bank"), 1500 Market Street,
Philadelphia, Pennsylvania 19102, which in turn is a wholly-owned subsidiary of
CoreStates Financial Corp, 1500 Market Street, Philadelphia, Pennsylvania 19102.
For its investment advisory services to the Fund under the Investment
Advisory Agreement dated April 12, 1996, CoreStates Advisers receives a fee
which is calculated and paid monthly at an annual rate of .80% of the Fund's
average daily net assets. For the fiscal year ended June 30, 1997, CoreStates
Advisers received investment advisory fees from the Fund of $1,137,220. Out of
this amount, CoreStates retained $668,117 after paying sub-advisory fees to
Aberdeen and Martin Currie.
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Information Regarding Aberdeen
Aberdeen, a Delaware corporation located in Ft. Lauderdale, Florida, is
a wholly-owned subsidiary of AAM, which is owned by Scottish Provident,
_____________________ (41%), Phoenix Home Life Mutual Insurance Company,
____________________ (11.33%), and Philadelphia International Equities, Inc.,
_______________________, (10.27%), a subsidiary of CoreStates. In addition,
AAM's shares are listed on the London Stock Exchanges and are held by a number
of other individual and institutional investors in addition to those listed
above. AAM was formed in 1876, and has been managing investment funds since
1986. It formed Aberdeen in 1995 in order to, among other things, provide
investment advisory services in the U.S. Although Aberdeen has had extensive
experience in managing a variety of international equity investment companies,
the International Growth Fund is the first U.S. registered investment company
for which Aberdeen has acted in an investment advisory capacity. Aberdeen is
located at Nations Bank Tower, 22nd Floor, Ft. Lauderdale, Florida 33394.
Aberdeen does not currently provide investment services to any other investment
companies having an investment objective similar to the Fund's.
The portion of the Fund's assets allocated to Aberdeen will be managed
by Beverley Hendry. Mr. Hendry, Chief Executive Officer and Director of
Aberdeen, is a graduate of the University of Aberdeen, Scotland. He spent over
three years as the Financial Director of Norten Christensen, a business
specializing in oil exploration. Prior to joining Aberdeen, he was a Managing
Director of Aberdeen Unit Trust Managers Limited, another AAM subsidiary, from
1987 to 1995.
Listed below are the names, principal occupations and addresses of the
Directors and principal executive officers of Aberdeen. No Director of the Fund
purchased or sold shares of Aberdeen or AAM during the Fund's most recent fiscal
year.
<TABLE>
<S> <C> <C>
Name and Office or Title Principal Occupation
Address
Beverley Hendry Chief Executive Officer, Chief Chief Executive Officer of
Operations Officer, Vice Aberdeen
President, and Treasurer,
Director
Martin James President, Director Chief Executive of Aberdeen Asset
Gilbert Management PLC
James Legh Pope Assistant Treasurer, Director Managing Director of Philadelphia
International Corporation
=========================== ========================================= ==============================================
</TABLE>
Information Regarding Martin Currie, Inc.
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CoreStates Advisers also has entered into a sub-advisory agreement with
Martin Currie, Inc. with respect to the management of a portion of the Fund's
portfolio. The Transaction will have no effect upon Martin Currie and no changes
will be made with reference to Martin Currie's agreement.
Description of the Existing Sub-Advisory Agreement and the New Sub-Advisory
Agreement
General
Aberdeen has served as Sub-Adviser to the Fund pursuant to the Existing
Sub-Advisory Agreement, which was approved by the Fund's shareholders on March
15, 1996. This agreement terminated upon consummation of the Transaction.
The Board of Directors is recommending that Shareholders of the Fund
approve the New Sub-Advisory Agreement between CoreStates Advisers and Aberdeen,
a copy of which is attached as Exhibit A to this Proxy Statement. The
description of the New Sub-Advisory Agreement set forth in this Proxy Statement
is qualified in its entirety by reference to Exhibit A. The form of agreement is
identical to the Existing Sub-Advisory Agreement except for dates and the
current name of the Fund's Distributor.
Duties Under the New Sub-Advisory Agreement
Under the New Sub-Advisory Agreement, Aberdeen will make the investment
decisions for the assets of the Fund allocated to it by CoreStates Advisers, and
will continuously review, supervise, and administer the Fund's investment
program with respect to these assets. Aberdeen will discharge its
responsibilities subject to the supervision of CoreStates Advisers and the
Directors of the Fund in a manner consistent with the Fund's investment
objectives, policies and limitations. The New Sub-Advisory Agreement also
provides that Aberdeen will not be protected against any liability to the Fund,
its shareholders, or CoreStates Advisers by reason of willful misfeasance, bad
faith, or negligence on its part in the performance of its duties or from
reckless disregard by Aberdeen of its obligations or duties thereunder.
Directors' Consideration
The Directors of the Fund, including all of the Directors who are not
"interested persons" of the Fund, approved the general form of the New
Sub-Advisory Agreement with respect to the Fund at a meeting held on September
4, 1997. The Directors received written and oral information from both
CoreStates Advisers and Aberdeen. CoreStates Advisers recommended the
continuation of Aberdeen as an investment sub-adviser after the consummation of
the Transaction. The Directors reviewed the material presented by Aberdeen at
the last Board meeting and considered, among other factors, information about
key personnel, investment philosophy and process and performance track record.
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In recommending that the Shareholders approve the New Sub-Advisory
Agreement, the Directors carefully evaluated the investing experience of
Aberdeen's key personnel and the quality of services expected to be provided to
the Fund, including, but not limited to: (1) the nature and quality of the
services previously rendered and expected to be rendered to the Fund by
Aberdeen; (2) the distinct investment objective and policies of the Fund; (3)
the fact that the compensation payable to Aberdeen under the New Sub-Advisory
Agreement will be at the same rate currently payable to Aberdeen under the
Existing Sub-Advisory Agreement and the same as that payable to Martin Currie;
(4) the history, reputation, qualification and background of Aberdeen as well as
the qualifications of their personnel and their respective financial conditions;
(5) their performance records; (6) the fact that no change in the managers who
work with the Fund whatsoever will be made at Aberdeen as a result of the
Transaction; (7) the continuing benefits expected to be realized as a result of
the multiple manager structure; and (8) other factors deemed relevant.
Duration and Termination
Unless terminated earlier, the New Sub-Advisory Agreement will continue
in effect for a period of two years from the date of effectiveness, and
thereafter, for periods of one year for so long as such continuance is
specifically approved at least annually (i) by the vote of the holders of a
majority of the outstanding shares of the Fund or by the Board of Directors, and
(ii) by the vote of a majority of those Directors who are not parties to the
Investment Advisory Agreement or the New Sub-Advisory Agreement or who are not
"interested persons" (as that term is defined in the 1940 Act) of any party
thereto, cast in person at a meeting called for the purpose of voting on such
approval.
The New Sub-Advisory Agreement will terminate automatically in the
event of its assignment or in the event that CoreStates Advisers' investment
advisory agreement with the Fund is terminated. The New Sub-Advisory Agreement
is also terminable by, CoreStates Advisers or Aberdeen at any time, without
penalty, on 60 days' written notice by the Board of Directors or by vote of a
majority of the Fund's outstanding voting securities.
Compensation
Under the New Sub-Advisory Agreement, CoreStates Advisers will pay
Aberdeen a fee, which is calculated and paid monthly, at the rate of .375% of
the average daily net assets of the portion of the assets of the International
Growth Fund managed by Aberdeen. For the Fund's fiscal year ended June 30, 1997,
Aberdeen received $106,202 in compensation from CoreStates Advisers for its
services to the Fund under the Existing Sub-Advisory Agreement.
Required Vote
Approval of the New Sub-Advisory Agreement requires the affirmative
vote of a majority of the outstanding shares of the Fund. In the event
Shareholders of the International Growth Fund do not approve the adoption of the
New Sub-Advisory Agreement at the Special Meeting to
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which this Proxy Statement relates, or any adjournment thereof, CoreStates
Advisers and the Directors will consider the appropriate course of action.
THE DIRECTORS RECOMMEND THAT THE SHAREHOLDERS OF THE INTERNATIONAL
GROWTH FUND VOTE FOR APPROVAL OF THE "NEW" SUB-ADVISORY AGREEMENT WITH ABERDEEN.
Distribution
SEI Investments Distribution Co. (the "Distributor"), an affiliate of
Fund Resources, serves as Distributor of the Fund's shares pursuant to a
Distribution Agreement dated October 30, 1992. The principal offices at the
Distributor are located at One Freedom Valley Drive, Oaks, Pennsylvania 19456.
Portfolio Transactions
For the fiscal year ended June 30, 1997, the Company did not pay any
brokerage commissions to affiliates.
5% Shareholders
As of October 24, 1997 the following persons were the only persons who
were, to the knowledge of the Company, beneficial owners of 5% or more of shares
of the Portfolios of the Company voting at this Meeting:
<TABLE>
<CAPTION>
Name and Address Percentage of
Fund of Beneficial Owner Number of Shares Fund Shares
---- ------------------- ---------------- -----------
<S> <C> <C> <C>
International Growth ________________ ____________
Fund
</TABLE>
Adjournment
In the event that sufficient votes in favor of the Proposal set forth
in the Notice of the Special Meeting are not received by the time scheduled for
the meeting, the persons named as proxies may propose one or more adjournments
of the meeting for a period or periods of not more than 60 days in the aggregate
to permit further solicitation of proxies with respect to any of such Proposal.
Any such adjournment will require the affirmative vote of a majority of the
votes cast on the question in person or by proxy at the session of the meeting
to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal. They will vote against any such adjournment those proxies required to
be voted against any the Proposal. The costs of any such additional
solicitation and of any adjourned session will be borne by Aberdeen.
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Required Vote
Approval of the Proposal requires the affirmative vote of a majority of
the outstanding shares of a Fund. As defined in the 1940 Act, "majority of the
outstanding shares" means the vote of (i) 67% or more of the Fund's outstanding
shares present at a meeting, if the holders of more than 50% of the outstanding
shares of the Fund are present or represented by proxy, or (ii) more than 50% of
the Fund's outstanding shares, whichever is less.
Abstentions and "broker non-votes" will not be counted for or against
any Proposal to which it relates, but will be counted for purposes of
determining whether a quorum is present. Abstentions will be counted as votes
present for purposes of determining a "majority of the outstanding voting
securities" present at the Meeting, and will therefore have the effect of
counting against the Proposal to which it relates.
Shareholder Proposals
The Company does not hold annual Shareholder Meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a subsequent
meeting should send their written proposals to the Secretary of the Company c/o
SEI Investments Company, Legal Department, One Freedom Valley Drive, Oaks,
Pennsylvania 19456.
Reports to Shareholders
The Company will furnish, without charge, a copy of the most recent
Annual Report to Shareholders of the Company and the most recent Semi-Annual
Report succeeding such Annual Report, if any, on request. Requests should be
made by writing to the Company c/o Fund Resources, at 530 East Swedesford Road,
Wayne, Pennsylvania 19087, or by calling 1-800-355-CORE.
Other Matters
The Directors know of no other business to be brought before the
meeting. However, if any other matters properly come before the meeting, it is
their intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.
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EXHIBIT A
FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
COREFUNDS INTERNATIONAL GROWTH FUND
AGREEMENT made as of December 15, 1997 between CORESTATES
INVESTMENT ADVISERS, INC., a Pennsylvania corporation (hereinafter the
"Investment Adviser"), and ABERDEEN FUND MANAGERS, INC. a Delaware corporation
(hereinafter the "Sub-Adviser").
WHEREAS, CoreFunds, Inc., a Maryland corporation (the "Fund")
is registered as an open-end, diversified, management investment company under
the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of Common
Stock in separate series representing shares in a separate portfolio of
securities and other assets; and
WHEREAS, the Investment Adviser is a party to an Investment
Advisory Agreement, dated as of April 12, 1996 with the Fund, pursuant to which
the Investment Adviser provides investment advisory services to the Fund and
certain of its portfolios; and
WHEREAS, the Investment Adviser wishes to have the Sub-Adviser
act as a sub-investment adviser for a portion of the assets of the Fund's
International Growth Portfolio and as such to provide the Investment Adviser
with investment advisory services, including investment management, investment
research and investment recommendations, and the Sub-Adviser is willing to
provide such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
I. Appointment. The Investment Adviser hereby appoints the Sub-Adviser to act as
a sub-investment adviser to the Fund for the period and on the terms set forth
in this Agreement. The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
II. Delivery of Documents. The Fund or the Investment Adviser has furnished the
Sub-Adviser with copies properly certified or authenticated of each of the
following:
A. the Fund's Articles of Incorporation, as filed with the Secretary of
State of Maryland on September 11, 1984, and all amendments thereto (such
Articles, as presently in effect and as they shall from time to time be amended
or supplemented, are herein called the "Articles of Incorporation");
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B. the Fund's By-Laws and amendments thereto (such By-Laws, as
presently in affect and as they shall from time to time be amended, are herein
called the "By-Laws");
C. resolutions of the Fund's Board of Directors authorizing the
appointment of the Investment Adviser and approving this Agreement;
D. the Fund's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission on September 11, 1984
and all amendments thereto;
E. the Fund's Registration Statement on Form N-1A under the Securities
Act of 1933, as amended ("1933 Act") (File No. 2-93214) and under the 1940 Act
as filed with the Securities and Exchange Commission and all amendments thereto;
and
F. the Fund's most recent Prospectus and Statement of Additional
Information (such Prospectus and Statement of Additional Information, as
presently in effect and all amendments and supplements thereto, are herein
called the "Prospectus").
The Fund or the Investment Adviser will furnish the
Sub-Adviser from time to time with copies of all amendments of or supplements to
the foregoing.
III. Management. Subject to the supervision of the Fund's Board of Directors and
the Investment Adviser, the Sub-Adviser will provide a continuous investment
program for a portion of the assets of the International Growth Portfolio of the
Fund, as determined by the Investment Adviser, including investment research and
management with respect to that portion of securities and investments and cash
equivalents managed by the Sub-Adviser for the International Growth Portfolio of
the Fund and such other portfolios (hereinafter collectively, the "Portfolios")
offered by the Fund and identified by the Fund as appropriate to use a
sub-investment adviser. The Sub-Adviser will determine from time to time what
securities and other investments will be purchased, retained, or sold by the
Fund. The Sub-Adviser will provide the services under this Agreement in
accordance with the Fund's investment objective, policies, and restrictions as
stated in the Prospectus and resolutions of the Fund's Board of Directors. The
Sub-Adviser acknowledges and agrees that the Fund shall have no responsibility
to pay the Sub-Adviser, and that any compensation to be paid to the Sub-Adviser
shall be paid by the Investment Adviser pursuant to Section 7 of this Agreement.
The Sub-Adviser further agrees that it:
A. will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its activities
under this Agreement in accordance with any regulations of the Comptroller of
the Currency pertaining to the investment advisory activities of national banks;
B. will not make loans to any person to purchase or carry the Fund
shares or make loans to the Fund;
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C. will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer. In placing
orders with brokers and dealers the primary consideration of the Sub-Adviser
will be the prompt execution of orders in an effective manner at the most
favorable price. Subject to this consideration, brokers or dealers who provide
supplemental research to the Sub-Adviser may receive orders for transactions
with the Fund. In no instance will portfolio securities be purchased from or
sold to SEI Investments Distribution Company, CoreStates Financial Corp, or any
affiliated person of either the Fund, SEI Investments Distribution Company, or
CoreStates Financial Corp;
D. will maintain all books and records with respect to the Fund's
portfolio securities transactions and will furnish the Fund's Board of Directors
such periodic and special reports as the Board may request;
E. will treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund and prior, present, or
potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund;
F. will provide to the Fund and the Fund's other service providers, at
such intervals as may be reasonably requested by the Fund, information relating
to (i) the performance of services by the Sub-Adviser hereunder, and (ii) market
quotations of portfolio securities held by the Fund;
G. will direct and use its best efforts to cause the broker or dealer
involved in any portfolio transaction with the Fund to send a written
confirmation of such transaction to the Fund's Custodian and Transfer Agent; and
H. will not purchase shares of the Fund for itself or for accounts with
respect to which it is exercising sole investment discretion in connection with
such transactions.
IV. Services Not Exclusive. The investment management services furnished by the
Sub-Adviser hereunder are not to be deemed exclusive, and the Sub-Adviser shall
be free to furnish similar services to others so long as its services under this
Agreement are not impaired thereby.
V. Books and Records. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains
for the Fund are the property of the Fund and further agrees to surrender
promptly to the Fund any of such records upon the Fund's request. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act.
VI. Expenses. During the term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including
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brokerage commissions, if any) purchased for the Fund and the cost of obtaining
market quotations of portfolio securities held by the Fund.
VII. Compensation. For the services provided and the expenses assumed pursuant
to this Agreement, effective as of the date of this Agreement, the Investment
Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as full
compensation therefor a fee, computed daily and paid monthly, at an annual rate
of .375% of the portion of the Portfolio's average daily net assets allocated to
such Sub-Adviser. The Sub-Adviser may from time to time and at its discretion
voluntarily waive all or a portion of its sub-advisory fees in order to assist
the Fund in maintaining a competitive expense ratio.
VIII. Limitation of Liability. The Sub-Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of this Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith, or gross negligence on the
part of the Sub-Adviser in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
IX. Duration and Termination. This Agreement will become effective as of the
date first above written, provided that it shall have been approved by the
Fund's shareholders in accordance with the requirements under the 1940 Act, and,
unless sooner terminated as provided herein, shall continue in effect until July
1, 1999. Thereafter, if not terminated, this Agreement shall continue in effect
for successive periods of twelve months, each ending on July 1 each year,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Fund's Board of Directors who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Fund's Board of Directors or by vote of a majority of the Fund's
outstanding voting securities. Notwithstanding the foregoing, this Agreement may
be terminated at anytime on sixty days' written notice, without the payment of
any penalty, by the Fund (by vote of the Fund's Board of Directors or by vote of
a majority of the Fund's outstanding voting securities), by the Investment
Advisor or by the Sub-Adviser. This Agreement will immediately terminate in the
event of its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" shall have
the same meaning of such terms in the 1940 Act.)
X. Amendment of This Agreement. No provision 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. No amendment of this Agreement shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities.
XI. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule, or
otherwise, the remainder of this Agreement shall not be affected thereby. This
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Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by Pennsylvania
law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
CORESTATES INVESTMENT ADVISERS, INC.
By: ______________________________________
Name: ____________________________________
Title: _____________________________________
ABERDEEN FUND MANAGERS, INC.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
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COREFUNDS, INC.
International Growth Fund
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 15, 1997
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee, Kevin P. Robins and Marc H. Cahn as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the International Growth Fund (the "Fund") of
CoreFunds, Inc. (the "Company"), to be held in the offices of SEI Fund
Resources, 530 East Swedesford Road, Wayne, Pennsylvania 19087, on December 15,
1997, at 3:30 p.m., and any adjournments or postponements thereof (the
"Meeting") all shares of stock of said Company that the undersigned would be
entitled to vote if personally present at the Meeting ("Shares") on the proposal
set forth below respecting the approval of the selection of Aberdeen Fund
Managers, Inc. ("Aberdeen") as Sub-Adviser for a portion of the assets of the
Fund, and the approval of a new Sub-Advisory Agreement between the CoreStates
Investment Advisers, Inc. ("CoreStates Advisers") and Aberdeen relating to the
Fund and, in accordance with their own discretion, on any other matters properly
brought before the Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve the selection of Aberdeen as a sub-adviser
for a portion of the assets of the Fund, and to
approve a new Sub-Advisory Agreement between
CoreStates Advisers and Aberdeen relating to the
Fund.
____For ____Against ____Abstain
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THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Directors. Your
signature(s) on this proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, directors or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1997 ________________________________
Signature of Shareholder
--------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
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