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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:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
THE ADVISORS' INNER CIRCLE FUND
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(Name of Registrant as Specified In Its Charter)
same
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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TURNER GROWTH EQUITY PORTFOLIO
TURNER SMALL CAP PORTFOLIO
TURNER FIXED INCOME PORTFOLIO
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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 CARD, IT
TELLS US HOW TO VOTE ON YOUR BEHALF ON IMPORTANT ISSUES RELATING TO YOUR
PORTFOLIO. IF YOU SIMPLY SIGN THE PROXY CARD WITHOUT SPECIFYING A VOTE, YOUR
SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
TRUSTEES. YOU WILL RECEIVE ONE PROXY CARD FOR EACH PORTFOLIO IN WHICH YOU OWN
SHARES.
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 YOUR PORTFOLIO WILL NOT NEED TO CONDUCT ADDITIONAL MAILINGS. WHEN
SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE HAVE TO MAKE
FOLLOW-UP SOLICITATIONS, WHICH MAY COST YOUR PORTFOLIO MONEY.
PLEASE TAKE A FEW MOMENTS TO EXERCISE YOUR RIGHT TO VOTE. THANK YOU.
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THE ADVISORS' INNER CIRCLE FUND
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THE ADVISORS' INNER CIRCLE FUND
TURNER GROWTH EQUITY PORTFOLIO
TURNER SMALL CAP PORTFOLIO
TURNER FIXED INCOME PORTFOLIO
Dear Shareholder:
A Special Meeting of Shareholders of the Turner Growth Equity, Turner Small
Cap, and Turner Fixed Income Portfolios (each a "Portfolio" and, together, the
"Portfolios") of The Advisors' Inner Circle Fund has been scheduled for Monday,
April 15, 1996. If you are a Shareholder of record as of the close of business
on February 23, 1996, you are entitled to vote at the meeting for any
adjournment of the meeting.
While you are, of course, welcome to join us at the meeting, most
Shareholders cast their votes by filling out and signing the enclosed Proxy
Card. Whether or not you plan to attend the meeting, we need your vote. Please
mark, sign, and date the enclosed Proxy Card and return it promptly in the
enclosed, postage-paid envelope so that the maximum number of shares may be
voted.
The attached Proxy Statement is designed to give you information relating
to the proposal which you will be asked to vote upon. We encourage you to
support the Trustees' recommendation. The proposal described in the Proxy
Statement relates to the following matter:
1. APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (THE
"AGREEMENT") BETWEEN THE ADVISORS' INNER CIRCLE FUND (THE "TRUST"), ON
BEHALF OF THE TURNER GROWTH EQUITY, TURNER SMALL CAP AND TURNER FIXED
INCOME PORTFOLIOS, AND THE TURNER FUNDS ("TURNER FUNDS"), ON BEHALF THE
GROWTH EQUITY, SMALL CAP, AND FIXED INCOME FUNDS.
Your vote is important to us. Please do not hesitate to call 1-800-932-7781
if you have any questions about the proposal under consideration. Thank you for
taking the time to consider this important proposal and for your investment in
the Portfolios.
Sincerely,
/s/ David G. Lee
David G. Lee
President
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
2 OLIVER STREET
BOSTON, MA 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
April 15, 1996
Notice is hereby given that a Special Meeting of Shareholders of the Turner
Growth Equity Portfolio, the Turner Small Cap Portfolio and the Turner Fixed
Income Portfolio (each a "Portfolio" and, together, the "Portfolios") of The
Advisors' Inner Circle Fund (the "Trust") will be held at the offices of SEI
Financial Management Corporation ("SFM"), 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658, on Monday, April 15, 1996 at 10:00 a.m.
At the Meeting, Shareholders of each Portfolio will be asked to consider
and act upon a proposed Agreement and Plan of Reorganization and Liquidation
pursuant to which each Portfolio will transfer all of its assets and liabilities
to, as appropriate, the Growth Equity Fund, the Small Cap Fund, and the Fixed
Income Fund (each a "Fund" and, together, the "Funds") of the Turner Funds
("Turner Funds"), in exchange for shares of the applicable Fund. This proposal,
which is more fully described in the attached Proxy Statement, is as follows:
1. APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (THE
"AGREEMENT") BETWEEN THE ADVISORS' INNER CIRCLE FUND (THE "TRUST"), ON
BEHALF OF THE TURNER GROWTH EQUITY, TURNER SMALL CAP AND TURNER FIXED
INCOME PORTFOLIOS, AND THE TURNER FUNDS ("TURNER FUNDS"), ON BEHALF OF THE
GROWTH EQUITY, SMALL CAP, AND FIXED INCOME FUNDS.
In accordance with their own discretion, the proxies are authorized to vote
on such other business as may properly come before the Meeting.
BY ORDER OF THE BOARD OF TRUSTEES
/s/ Richard W. Grant
RICHARD W. GRANT, SECRETARY
All Shareholders are cordially invited to attend the Meeting. However, if
you are unable to be present at the Meeting, you are requested to mark, sign,
and date the enclosed Proxy Card and return it promptly in the enclosed,
postage-paid envelope so that the Meeting may be held and a maximum number of
shares may be voted.
Shareholders of record at the close of business on February 23, 1996 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
March 8, 1996
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THE ADVISORS' INNER CIRCLE FUND
2 OLIVER STREET
BOSTON, MA 02109
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Advisors' Inner Circle Fund (the
"Trust") for use at the Special Meeting of Shareholders to be held on Monday,
April 15, 1996 at 10:00 a.m. at the offices of SEI Financial Management
Corporation ("SFM"), 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658,
and at any adjourned session thereof (such meeting and any adjournments thereof
are hereinafter referred to as the "Meeting"). Shareholders of the Turner
Growth Equity, the Turner Small Cap, and the Turner Fixed Income Portfolios
(each a "Portfolio" and, together, the "Portfolios") of the Trust of record at
the close of business on February 23, 1996 ("Shareholders"), are entitled to
vote at the Meeting. As of February 23, 1996, the approximate number of units of
beneficial interest ("shares") issued and outstanding for each of the Portfolios
is set forth below:
SHARES OUTSTANDING AS
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PORTFOLIOS OF FEBRUARY 23, 1996
- ---------- ---------------------
Turner Growth Equity 6,877,054.7570
Turner Small Cap 777,957.8030
Turner Fixed Income 10.0000
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, Trustees and officers
of the Trust and officers and employees of SFM, the administrator and
shareholder servicing agent for the Trust, 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 the solicitation will be borne by Turner Investment
Partners, Inc. ("Turner Partners"). The proxy and this Proxy Statement are being
mailed to Shareholders on or about March 8, 1996.
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 Trust at 680
East Swedesford Road, Wayne, Pennsylvania 19087-1658, by properly executing a
later-dated proxy, or by attending the Meeting and voting in person.
<PAGE>
PROPOSAL I. APPROVAL OF AN AGREEMENT AND PLAN OF
REORGANIZATION AND LIQUIDATION.
INTRODUCTION
The Board of Trustees of the Trust is recommending that Shareholders of the
Portfolios approve an Agreement and Plan of Reorganization and Liquidation (the
"Agreement") between the Trust, on behalf of the Turner Growth Equity, Turner
Small Cap, and Turner Fixed Income Portfolios, and the Turner Funds ("Turner
Funds"), on behalf of the Growth Equity, Small Cap, and Fixed Income Funds (each
a "Fund" and, together, the "Funds"). The Agreement provides for the transfer of
all of the assets of the Trust's Portfolios to the Turner Funds in exchange
solely for shares of beneficial interest of the Turner Funds and the assumption
by the Turner Funds of the liabilities of the Portfolios and the distribution of
Turner Funds' shares to the Shareholders of the Portfolios in liquidation of the
Portfolios (the "Reorganization"). A copy of the Agreement is attached to this
Proxy Statement as Exhibit A. The description of the Agreement in this Proxy
Statement is qualified in its entirety by reference to Exhibit A.
SUMMARY OF THE TRANSACTION
The Trust is organized as a Massachusetts business trust and is not
required to hold annual meetings of Shareholders. The Meeting is being called in
order to permit the Shareholders of the Turner Growth Equity, Turner Small Cap,
and Turner Fixed Income Portfolios of the Trust to vote on an Agreement pursuant
to which each of the Portfolios will transfer all of its assets and liabilities
to one of three newly-organized portfolios of the Turner Funds in exchange for
shares of the Turner Funds' Growth Equity, Small Cap, and Fixed Income Funds.
Once shares of the Turner Funds have been distributed to Shareholders of the
Portfolios, the Portfolios will be liquidated.
DESCRIPTION OF THE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
The Agreement dated February 12, 1996, by and between the Trust, on behalf
of the Portfolios, and the Turner Funds, on behalf of the Funds, provides for
the transfer of all or substantially all of the assets of the Portfolios solely
in exchange for the assumption by Turner Funds of all or substantially all of
the liabilities and units of beneficial interest of the Portfolios, followed by
the distribution on the closing date of such Turner Funds' shares to the holders
of units of beneficial interest of the Portfolios' shares. On the closing date
for the Reorganization, the Portfolios will assign, deliver, and otherwise
transfer all of their assets and assign all or substantially all of their
liabilities to Turner Funds free and clear of all liens and encumbrances, and
the Turner Funds will acquire all the assets and will assume all such
liabilities, in exchange for all of the Portfolios' shares outstanding
immediately prior to the effective time of the closing. In addition, the
Agreement provides that the net asset value per share of
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the Portfolios and the Turner Funds and the number of shares of the Turner Funds
issued in exchange for shares of the Portfolios will be equal. On the closing
date for the Reorganization, all or substantially all of the assets and
liabilities of the Portfolios will be exclusively assigned to and assumed by the
Turner Funds, and all debts, liabilities, obligations and duties of the
Portfolios, to the extent that they exist at the closing, shall attach to the
Turner Funds and may be enforced against the Turner Funds to the same extent as
if they had been incurred by the Turner Funds.
After the transfer of Shares from the Turner Funds to the Portfolios, the
Portfolios will liquidate, and the full and fractional shares of the Turner
Funds received by the Portfolios will be distributed to the Shareholders of
record of the Portfolios as of the closing in exchange for their respective
shares in complete liquidation of the Portfolios. Each Shareholder of the
Portfolios will receive the same number of Turner Funds shares as he or she
owned at the time of the closing. This liquidation and distribution will be
accompanied by the establishment of an account on the share records of the
Turner Funds in the name of each Shareholder of the Portfolios and representing
the respective number of Turner Funds' shares distributed to such Shareholder.
Thereafter, the Portfolios will take all necessary and proper steps to effect
the complete termination of the Portfolios.
The Agreement also provides that the Turner Funds will receive, prior to
the closing, an opinion of counsel for the Portfolios to the effect that: (i)
the Portfolios are duly organized and validly existing series of the Trust under
the laws of the Commonwealth of Massachusetts; (ii) that the Trust is an open-
end management investment company registered under the Investment Company Act of
1940 (the "1940 Act"); (iii) that the Agreement and the execution of the
Agreement have been duly authorized and approved by all requisite action of the
Portfolios and has been duly executed and delivered by the Trust on behalf of
the Portfolios and is a valid and binding obligation of the Portfolios, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, and similar laws or
court decisions regarding enforcement of creditors' rights generally; and (iv)
to the best of counsel's knowledge after reasonable inquiry, no consent,
approval, order or other authorization of any federal or state court or
administrative or regulatory agency is required for the Portfolios to enter into
the Agreement or carry out its terms that has not been obtained other than where
the failure to obtain such consent, approval, order, or authorization would not
have a material adverse affect on the operations of the Portfolios.
In addition, Portfolios shall have received an opinion of counsel for the
Turner Funds to the effect that: (i) each portfolio of the Turner Funds is a
duly organized and validly existing series of the Turner Funds under the laws of
the Commonwealth of Massachusetts; (ii) the Turner Funds is an open-end
management investment company registered under the 1940 Act; (iii) the Agreement
and the Reorganization provided for herein in the execution of the Agreement
have been duly authorized and approved by all requisite corporate action of the
Turner Funds and the Agreement has been duly executed and delivered by the
Turner Funds and is a valid and binding obligation of the Turner Funds, subject
to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or
court decisions regarding enforcement of creditors' rights generally; (iv) to
the best of counsel's knowledge, after reasonable inquiry, no consent,
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approval, order or other authorization of any federal or state court or
administration or regulatory agency is required for Turner Funds to enter into
the Agreement or carry out its terms that has not already been obtained, other
than where the failure to obtain any such consent, approval, order or
authorization would not a material adverse effect on the operations of the
Turner Funds; and (v) the Turner Funds shares to be issued in the reorganization
have been duly authorized and upon issuance thereof in accordance with the
Agreement, will be validly issued, fully paid, and non-assessable.
TAX CONSEQUENCES OF THE REORGANIZATION
At the time of the closing, the Portfolios and the Turner Funds shall have
received an opinion of counsel substantially to the effect that for federal
income tax purposes: (1) no gain or loss will be recognized to the Portfolios
upon the transfer of their assets in exchange, solely for Turner Funds' shares
and the assumption by the Turner Funds of the Portfolios' stated liabilities;
(2) no gain or loss will be recognized to the Turner Funds on their receipt of
the Portfolios' assets in exchange for Turner Funds' shares and the assumption
by the Turner Funds of the Portfolios' liabilities; (3) the basis of the
Portfolios' assets in the Turner Funds hands will be the same as the basis of
those assets in the Portfolios' hands immediately before the conversion; (4) the
Turner Funds' holding period for the assets transferred to the Turner Funds by
the Portfolios will include the holding period of those assets in the
Portfolios' hands immediately before the conversion; (5) no gain or loss will be
recognized to the Portfolios on the distribution of Turner Funds' shares to the
Portfolios' shareholders in exchange for their shares of the Portfolios; (6) no
gain or loss will be recognized to a shareholder of a Portfolio as a result of
the Portfolio's distribution of Turner Funds' shares to that Portfolio's
shareholder in exchange for the Portfolio's shareholder's shares of the
Portfolio; (7) the basis of the Turner Funds' shares received by a Portfolio's
shareholders will be the same as the adjusted basis of that Portfolio's
shareholders' shares of the Portfolio surrendered in exchange therefor; and (8)
the holding period of the Turner Funds' shares received by a Portfolio's
shareholders will include the Portfolio's shareholders' holding period for a
Portfolio's shareholders' shares of the Portfolio surrendered in exchange
therefore, provided that said Portfolio's shares were held as capital assets on
the date of the conversion.
The Reorganization is expected to qualify as a "reorganization" within the
meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended
(the "Code"), with each of the Turner Funds and the Portfolios being "parties to
a reorganization" within the meaning of Section 368(b) of the Code. As a
consequence, the Reorganization will be tax-free for each of the Turner Funds
and the Portfolios, their respective Shareholders.
DESCRIPTION OF THE PORTFOLIOS
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The Trust has been organized under Massachusetts law as a business trust
pursuant to a Declaration of Trust dated July 18, 1991. The Trust is an open-end
management investment company registered under the 1940 Act, and has authorized
capital consisting of an unlimited number of units of beneficial interest
without par value of separate series of the Trust. Each of the Portfolios is a
duly organized and validly existing series of the Trust.
The Turner Growth Equity Portfolio seeks capital appreciation. It invests
in a diversified portfolio of common stocks that, in the opinion of its adviser,
have strong earnings growth potential. The Turner Small Cap Portfolio seeks
capital appreciation. It invests primarily in a diversified portfolio of common
stocks of issuers with market capitalizations that are not more than $1 billion
that the Portfolio's adviser believes offers strong earnings growth potential.
The Turner Fixed Income Portfolio seeks total return through both current income
and capital appreciation. It invests primarily in fixed income securities of
varying maturities.
Turner Partners serves as investment adviser to each Portfolio pursuant to
an Investment Advisory Agreement dated February 21, 1992. The Portfolios'
Advisory Agreement with Turner Partners provides, in part, that Turner Partners
makes investment decisions for the assets of each Portfolio and continuously
reviews, supervises and administers each Portfolio's investment program,
subject to the supervision of, and policies established by, the Trustees of the
Trust. For its services, Turner Partners is entitled to a fee, which is
calculated daily and paid monthly, at an annual rate of .75%, the average daily
net assets of the Turner Growth Equity Portfolio, 1.00% of those of the Turner
Small Cap Portfolio, and .50% of those of the Turner Fixed Income Portfolio.
Turner Partners has voluntarily agreed to waive all or a portion of its fee and
to reimburse expenses of the Turner Small Cap and Turner Fixed Income Portfolios
in order to limit their total operating expenses (as a percentage of average
daily net assets on an annualized basis) to not more than 1.25% and .75%,
respectively. Turner Partners reserves the right, in its sole discretion, to
terminate these voluntary fee waivers and reimbursements at any time. Absent
these fee waivers and expense reimbursements, the total operating expenses of
the Turner Small Cap Portfolio and the Turner Fixed Income Portfolio during the
most recent fiscal year would have been 1.92% and 1.65%, respectively.
DESCRIPTION OF THE TURNER FUNDS
The Turner Funds has been organized under Massachusetts law as a business
trust pursuant to an Agreement and Declaration of Trust dated February 1, 1996.
The Turner Funds is an open-end management investment company registered under
the 1940 Act which has authorized capital consisting of an unlimited number of
units of beneficial interest, each with a par value of $.00001, of each of the
separate series of Turner Funds. The Growth Equity Fund, the Small Cap Fund, and
the Fixed Income Fund are each duly organized and validly existing series of
Turner Funds.
The Growth Equity Fund seeks capital appreciation by investing in a
diversified portfolio of common stocks that, in the opinion of its investment
adviser, have a strong earnings growth
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potential. This Fund has the same investment objective as the Turner Growth
Equity Portfolio. The Small Cap Fund seeks capital appreciation. It invests
primarily in a diversified portfolio of common stocks of issuers with market
capitalizations of not more than $1 billion that the Fund's adviser believes
offer strong earnings growth potential. This Fund has the same investment
objective as the Turner Small Cap Portfolio. The Fixed Income Fund seeks total
return with both current income and capital appreciation by investing primarily
in fixed income securities of varying maturities. This Fund has the same
investment objective as the Turner Fixed Income Portfolio.
Turner Partners serves as investment adviser to each series of the Turner
Funds. The Investment Advisory Agreement between Turner Partners and Turner
Funds is substantially identical to the Investment Advisory Agreement that
exists between Turner Partners and the Trust, on behalf of the Portfolios.
Significantly, both Investment Advisory Agreements provide for the same fees,
duties, and standards of care. For its services, Turner Partners is entitled to
a fee, which is calculated daily and paid monthly, at an annual rate of .75% of
the average daily net assets of each the Growth Equity Fund, .50% of those of
the Fixed Income Fund and 1.00% of those of the Small Cap Fund. Turner Partners
has voluntarily agreed to waive all or a portion of its fee and to reimburse
expenses of the Fixed Income Fund and the Small Cap Fund in order to limit their
total operating expenses (as a percentage of average daily net assets on an
annualized basis) to not more than 0.75% and 1.25%, respectively. Turner
Partners reserves the right, in its sole discretion, to terminate these
voluntary fee waivers and reimbursements at any time. Absent these fee waivers
and expense reimbursements, total operating expenses for the Small Cap Fund and
the Fixed Income Fund are estimated to be 1.70% and 1.20%, respectively.
The tables below set forth comparative fee information (after waivers and
reimbursements) for both the Portfolios and the Funds:
Turner Growth
Equity Growth Equity
Portfolio (1) Fund (1)
------------- -------------
Advisory Fees .75% .75%
Other Expenses .28% .28%
Total Operating Expenses 1.03% 1.03%
Turner Small
Cap Small Cap
Portfolio (2) Fund (3)
------------- -------------
Advisory Fees .33% .55%
Other Expenses .92% .70%
Total Operating Expenses 1.35% 1.25%
Turner Fixed
Income Fixed Income
Portfolio (2) Fund (3)
------------- -------------
Advisory Fees .00% .05%
Other Expenses .75% .70%
Total Operating Expenses .75% .75%
(1) "Other Expenses" do not reflect the Adviser's use of arrangements whereby
certain broker-dealers have agreed to pay expenses in return for the
direction to them of brokerage transactions. As a result of these
arrangements, "Other Expenses" and "Total Operating Expenses" equal .19% and
.94%, respectively.
(2) The "Advisory Fees" and "Other Expenses" shown reflect voluntary waivers
and/or reimbursements by the Adviser. Absent such waivers and/or
reimbursements, "Advisory Fees" for the Turner Small Cap Portfolio and
Turner Fixed Income Portfolio would be 1.00% and .50%, respectively; "Other
Expenses" would be .92% and 1.15%, respectively; and "Total Operating
Expenses" would be 1.92% and 1.65%, respectively.
(3) The Adviser has agreed, on a voluntary basis, to waive its advisory fee for
the Small Cap Fund and the Fixed Income Fund to the extent necessary to keep
the "Total Operating Expenses" of the Funds from exceeding 1.25% and .75%,
respectively. The Adviser reserves the right to terminate its waivers at any
time in its sole discretion. Absent such waivers and/or reimbursements,
"Advisory Fees" for the Small Cap Fund and Fixed Income Fund would be 1.00%
and .50%, respectively, and "Total Operating Expenses" would be 1.70% and
1.20%, respectively.
In addition to these differences in fees, one of the principal differences
between the Funds and the Portfolios is that the Funds' shareholders get one
vote for each dollar and a proportionate fractional vote for each fraction of a
dollar they have invested in the Funds. In contrast, Shareholders of the
Portfolios get one full vote for each share held and a proportionate fractional
vote for each fraction share held. Another difference between the Trust and the
Turner Funds is that each has a different Board of Trustees. However, each Fund
has the same administrator, distributor, custodian and transfer agent as the
Portfolios.
REASONS FOR THE REORGANIZATION
Turner Investment Partners, Inc. has served as investment adviser to each
of the Portfolios since its inception. Each Portfolio is a separate series of
the Trust, a Massachusetts business trust that has numerous other Portfolios
advised by a variety of investment advisers. In the interests of obtaining
increased flexibility respecting investment management and operational issues,
Turner Partners determined to propose the transfer the assets of the Turner
Growth Equity, Turner Small Cap, and Turner Fixed Income Portfolios from the
Trust to newly-organized portfolios of the Turner Funds. Each of the newly-
organized portfolios has an investment objective identical to that of the
corresponding Portfolio of the Trust. It is believed that the total operating
expenses of Turner Funds and each of its portfolios will be equal
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to or lower than that of the corresponding Portfolios of the Trust.
CONSIDERATIONS OF THE TRUSTEES OF THE TRUST
At a Meeting held on February 12, 1996, the Trustees of the Trust reviewed
the Agreement and determined that the Reorganization is in the best interests of
the Portfolios and the Shareholders of the Portfolios, and that the interests of
the Portfolios' Shareholders will not be diluted as a result of the
Reorganization.
In making this determination, the Trustees carefully reviewed the terms and
provisions of the Agreement, the compatibility of the objectives, policies and
restrictions of the Portfolios and the Turner Funds, the tax consequences of the
Reorganization to the Portfolios and its Shareholders, and the expense ratios of
the Turner Funds and the Portfolios. In addition, the Trustees evaluated the
performance of the Portfolios since their inception, nature and quality of the
services expected to be rendered to the Turner Funds by Turner Partners, as well
as the services provided by Turner Partners to the Portfolios, that the
compensation payable to Turner Partners will be the same for the Turner Funds as
for the Portfolios, the history, reputation, qualification and background of
Turner Partners and the qualifications of its personnel and its financial
condition, and the benefits expected to be realized by the Shareholders of the
Portfolios as a result of the Reorganization.
After careful review and evaluation, the Trustees have determined to
recommend that the Shareholders of the Portfolios approve the Agreement and Plan
of Reorganization and Liquidation and the Reorganization transaction. If this
recommendation is not adopted by Shareholders of the Portfolios, the Portfolios
will continue to operate in the same manner as prior to the proposed
Reorganization. In order for the Agreement to be approved, a majority of the
Shareholders of all of the Portfolios, voting together, must approve of the
Agreement.
COMPARISON OF THE INVESTMENT OBJECTIVES AND POLICIES OF THE
PORTFOLIOS AND THE TURNER FUNDS
Each of the newly organized portfolios of the Turner Funds has an
investment objective that is identical to the investment objective of each
corresponding Portfolio of the Trust. The newly-organized portfolios of the
Turner Funds, however, have slightly increased investment flexibility,
especially with regard to making investments in futures, options and commodities
contracts based on financial instruments. Despite this increased flexibility,
however, it is not anticipated that the actual investment strategies employed by
Turner Partners for the Turner Funds will be materially different than those of
the Portfolios.
As mentioned above, the Turner Funds have increased flexibility to invest
in futures, options, options on futures and commodities contracts based on
financial instruments, despite the fact that Turner Partners has no intention of
changing the investment strategy of each of the
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newly-organized portfolios. This increased investment flexibility, however,
will allow Turner Partners to engage in these transactions if market conditions
so warrant. In addition to this increased investment flexibility with regard to
futures and options, the Turner Funds have enhanced their ability to borrow
money, to lend their securities, and to make other types of investments that
were previously unavailable to the Portfolios. While these new investment
techniques may allow the Turner Funds to react quickly to changing market
conditions, and to earn additional income by lending securities, Turner Partners
has no present intention of engaging in these additional investment techniques.
The Turner Funds' new limitation on borrowing will allow the Funds
substantial flexibility to borrow money. Under positions established by the SEC
staff, investment strategies which obligate a fund to purchase securities at a
future date or otherwise require that a fund segregate assets, are considered
to be "borrowings." However, by segregating assets equal to the amount of such
"borrowings" as required by Section 18 of the 1940 Act, these investment
strategies will not result in the issuance of "senior securities" by the Funds
and, as a result, will not lead the Funds to be leveraged in the traditional
sense since the Funds' ability to borrow is reduced by one dollar for every
dollar of their assets that is segregated.
The Turner Funds' new limitation on lending will afford the Funds
substantial flexibility to lend their securities. In securities lending
transactions, although there may be risks of delay in recovery of the loaned
securities or even loss of rights in the collateral should the borrower of the
securities fail financially or become insolvent, a fund may be able to realize
additional income.
The Turner Funds' new limitation regarding commodities and commodities
contracts is intended to allow the Funds to engage to the extent permitted by
law in transactions involving commodities contracts relating to financial
instruments (i.e., financial futures contracts and options on such contracts).
Thus, while the Funds may not acquire physical commodities or futures contracts
thereon, the Funds may invest in financial futures and options.
Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified future
time and at a specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a position in a
futures contract at a specified exercise price during the term of the option.
The Funds may use futures contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held or expected to be
acquired or be disposed of, to minimize fluctuations in foreign currencies, or
to gain exposure to a particular market or instrument. Similarly, the Funds may
buy and sell futures contracts and related options to manage their exposure to
changing interest rates and securities prices. The Funds will minimize the risk
that they will be unable to close out a futures contract by only entering into
futures contracts which are traded on national futures exchanges. Further, the
Funds will limit their use of futures to the extent necessary to qualify for
exemption from regulation by the Commodities Futures Trading Commission.
The Turner Funds' new limitation on short sales and margin sales will
afford the Funds substantial flexibility to engage in these types of
transaction. In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the indentical security. In an
investment technique known as a short sale "against the box," an investor sells
securities short while owning the same securities in the same amount, or having
the right to obtain equivalent securities through, for example, its ownership of
warrants, options, or convertible bonds. The proposed non-fundamental
limitation would clarify that short sales against the box are not deemed to
constitute short sales of securities. Margin purchases involve the purchase of
securities with money borrowed from a broker, "Margin" is the cash or eligible
securities that the borrower places with a broker as collateral against the
loan. The Funds' limitation prohibits purchases of securities on margin, except
that the Funds may obtain such short-term credits as may be necessary for the
clearance of transactions, and may make initial and variation margin payments in
connection with the purchase and sale of futures contracts and options thereon.
Approval of the Agreement and the Reorganization transaction is not
expected to have a material impact in the foreseeable future on the management
of the assets of the Funds, the investment performance of the Funds,
with securities or instruments in which each of the Funds may invest. The
Funds will, however, have increased ability to compete in the competitive mutual
fund industry and to adapt to regulatory, market or other changes.
8
<PAGE>
DESCRIPTION OF TURNER INVESTMENT PARTNERS, INC.
Turner Investment Partners, Inc. ("Turner Partners" or the "Adviser") is a
professional investment management firm founded in March, 1990. Robert E. Turner
is the Chairman and controlling shareholder of the Adviser. As of December 31,
1995, the Adviser had discretionary management authority with respect to
approximately $2.5 billion of assets. The Adviser has provided investment
advisory services to investment companies since 1992. The principal business
address of the Adviser is 1235 Westlakes Drive, Suite 350, Berwyn, Pennsylvania
19312.
Robert E. Turner, CFA, Chairman and Chief Investment Officer of the
Adviser, has managed the Turner Growth Equity Portfolio since its inception and
will manage the Growth Equity Fund. Mr. Turner founded Turner Partners in 1990.
Prior to 1990, he was Senior Investment Manager with Meridian Investment
Company. He has 15 years of investment experience.
William H. Chenoweth, CFA, Senior Equity Portfolio Manager of the Adviser,
has managed the Turner Small Cap Portfolio since its inception and will manage
the Small Cap Fund. Mr. Chenoweth joined Turner Partners in 1993. Prior to 1993,
he was Second Vice President with Jefferson-Pilot Corporation. He has 11 years
of investment experience.
Mark D. Turner, President and Director of Fixed Income Management of the
Adviser, is the manager of the Turner Fixed Income Portfolio and the Fixed
Income Fund. Mr. Turner joined Turner Partners in 1990. Prior to 1990, he was
Vice President and Senior Portfolio Manager with First Maryland Asset
Management. He has 14 years of investment experience.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE TRUST VOTE FOR THE
---
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION.
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
Distribution. SEI Financial Services Company ("SFS"), a wholly-owned
subsidiary of SEI
9
<PAGE>
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658 ("SEI"),
acts as the Distributor of the Trust's shares pursuant to a Distribution
Agreement dated November 14, 1991, as amended August 8, 1994, between the Trust
and SFS. Alfred P. West, Jr. serves as Chairman of the Board and Chief Executive
Officer of SFS and SEI, and Henry H. Greer serves as Director, President and
Chief Operating Officer of SFS and SEI.
Portfolio Transactions. For the Trust's fiscal year ended October 31, 1995,
the portfolios paid the following amounts in brokerage commissions to affiliates
of the portfolios.
Total Amount Paid to % Paid to
Portfolio Brokerage Commissions Affiliated Broker Affiliated Broker
- --------- --------------------- ----------------- -----------------
Growth Equity $581,138 $1,314 .23%
Small Cap $ 41,882 $ 157 .37%
5% Shareholders. As of February 23, 1996, the following persons were the only
persons who were, to the knowledge of the Trust, beneficial owners of 5% or more
of shares of the Portfolios:
<TABLE>
<CAPTION>
NAME AND ADDRESS PERCENTAGE OF
PORTFOLIO OF BENEFICIAL OWNER NUMBER OF SHARES PORTFOLIO'S SHARES
- ----------- ------------------- ---------------- ------------------
<S> <C> <C> <C>
Turner Growth Corestates Bank NA TTEE 419,566.5930 6.10%
Equity Portfolio Montgomery, McCracken,
Walker & Rhoads
Retirement Plan
02320-07-A
PO Box 7829
Philadephia, PA 19101-7829
Plumbers Local Union #690 411,215.8970 5.98%
Pension Fund
2791 Southampton Rd.
Philadelphia, PA 19154
Batrus & Co. 806,350.1820 11.73%
C/O Bankers Trust Co.
PO Box 9005
Church Street Station
New York, NY 10006
Retirement Plan for Employees 523,528.8840 7.61%
of Bridgeport Hospital
C/O People's Bank Trust Dept.
850 Main Street 13th Fl
Bridgeport, CT 06604
Saul & Co. 447,348.9210 6.50%
FBO Sheet Metal Annuity
C/O First Fidelity Bank
PO Box 1289
Newark, NJ 07102
McNeil Acquistion 428,717.3220 6.23%
Partners LP
PO Box 803598
Dallas, TX 75380-3598
Turner Small John C. Weber Jr. 78,304.8940 10.07%
Cap Portfolio PO Drawer 2108 C
Ocala, FL 32678
Christina Weber Trust 77,809.4340 10.00%
U/A 6-2-91
Live Oak Farm
9275 SW 9th Street Rd.
Ocala, FL 32674
Chester C. Weber Trust 52,221.1100 6.71%
Live Oak Farm
9275 SW 9th STreet Rd.
Ocala, FL 32674
Charles Schwab & Co. Inc. 110,503.6030 14.20%
Spec. Cust. Acct. P/B/O of
Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104
The Rosses Investments LP 62,220.7050 8.00%
Attn: Mike Boyle
203 McKnight Park Drive
Pittsburgh, PA 15237
</TABLE>
SFM owns all of the outstanding shares of the Turner Fixed Income Portfolio.
The Trust's Trustees and Officers beneficially own less than 1% of the shares
of the trust.
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 the
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 the Proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Trust.
Required Vote. Approval of the Proposal with respect to a Portfolio requires
the affirmative vote of a majority of the Shareholders of the Portfolios voting
together.
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 the number of voting securities present at the Meeting,
and will therefore have the effect of counting against the Proposal.
10
<PAGE>
Shareholder Proposals. The Trust 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
Trust c/o SEI Corporation, Legal Department, 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658.
Reports to Shareholders. The Trust will furnish, without charge, a copy of the
most recent Annual Report to Shareholders of the Trust and the most recent Semi-
Annual Report succeeding such Annual Report, if any, on request. Requests should
be directed to the Trust at 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, or by calling 1-800-738-2922.
Other Matters. The Trustees 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 CARD
AND RETURN IT PROMPTLY.
11
<PAGE>
EXHIBIT A
FORM OF AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of _________,
1996 (the "Agreement"), by and between The Advisors' Inner Circle Fund (the
"Trust"), a Massachusetts business trust, on behalf of the Turner Growth Equity
Portfolio, the Turner Small Cap Portfolio and the Turner Fixed Income Portfolio
(collectively, the "Acquired Funds"), and Turner Funds ("Turner Funds") a
Massachusetts business trust, on behalf of the Growth Equity Fund, the Small Cap
Fund and the Fixed Income Fund (collectively, the "Acquiring Funds").
WHEREAS, the Trust was organized under Massachusetts law as a business
trust under a Declaration of Trust dated July 18, 1991. The Trust is an open-
end management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). The Trust has authorized capital consisting
of an unlimited number of units of beneficial interest without par value of
separate series of the Trust. The Acquired Funds are duly organized and validly
existing series of the Trust;
WHEREAS, Turner Funds was organized under Massachusetts law as a business
trust under a Declaration of Trust dated February 1, 1996. Turner Funds is an
open-end management investment company registered under the 1940 Act. Turner
Funds has authorized capital consisting of an unlimited number of units of
beneficial interest with a par value of $.00001 of separate series of Turner
Funds. The Acquiring Funds is a duly organized and validly existing series of
the Turner Funds;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree to effect the transfer of all of the assets of the
Acquired Funds solely in exchange for the assumption by the corresponding series
of the Acquiring Funds of all or substantially all of the liabilities of the
Acquired Funds and units of beneficial interest of the corresponding series of
the Acquiring Funds ("Acquiring Funds Shares") followed by the distribution, at
the Effective Time (as defined in Section 9 of this Agreement), of such
Acquiring Funds Shares to the holders of units of beneficial interest of the
Acquired Funds ("Acquired Funds Shares") on the terms and conditions hereinafter
set forth in liquidation of the Acquired Funds. The parties hereto covenant and
agree as follows:
1. Plan of Reorganization. At the Effective Time, the Acquired Funds will
----------------------
assign, deliver and otherwise transfer all of their assets and good and
marketable title thereto,
A-1
<PAGE>
and assign all or substantially all of the liabilities as are set forth in a
statement of assets and responsibilities, to be prepared as of the Effective
Time (the "Statement of Assets and Liabilities") to the Acquiring Funds free and
clear of all liens, encumbrances and adverse claims except as provided in this
Agreement, and the Acquiring Funds shall acquire all such assets, and shall
assume all such liabilities of the Acquired Funds, in exchange for delivery to
the Acquired Funds by the Acquiring Funds of a number of Acquiring Funds Shares
(both full and fractional) equivalent in number and value to the Acquired Funds
Shares outstanding immediately prior to the Effective Time. The assets and
stated liabilities of the Acquired Funds, as set forth in the Statement of
Assets and Liabilities attached hereto as Exhibit A, shall be exclusively
assigned to and assumed by the Acquiring Funds. All debts, liabilities,
obligations and duties of the Acquired Funds, to the extent that they exist at
or after the Effective Time and are stated in the Statement of Assets and
Liabilities, shall after the Effective Time attach to the Acquiring Funds and
may be enforced against the Acquiring Funds to the same extent as if the same
had been incurred by the Acquiring Funds.
2. Transfer of Assets. The assets of the Acquired Funds to be acquired by the
------------------
corresponding series of the Acquiring Funds and allocated thereto shall include,
without limitation, all cash, cash equivalents, securities, receivables
(including interest and dividends receivable) as set forth in the Statement of
Assets and Liabilities, as well as any claims or rights of action or rights to
register shares under applicable securities laws, any books or records of the
Acquired Funds and other property owned by the Acquired Funds at the Effective
Time.
3. Liquidation and Dissolution of the Acquired Funds. At the Effective Time,
-------------------------------------------------
the Acquired Funds will liquidate and the Acquiring Funds Shares (both full and
fractional) received by the Acquired Funds will be distributed to the
shareholders of record of the Acquired Funds as of the Effective Time in
exchange for their respective Acquired Funds Shares and in complete liquidation
of the Acquired Funds. Each shareholder of the Acquired Funds will receive a
number of Acquiring Funds Shares equal in number and value to the Acquired Funds
Shares held by that shareholder, and each Acquiring Funds and Acquired Funds
share will be of equivalent net asset value per share. Such liquidation and
distribution will be accompanied by the establishment of an open account on the
share records of the Acquiring Funds in the name of each shareholder of the
Acquired Funds and representing the respective number of Acquiring Funds Shares
due such shareholder. As soon as practicable after the Effective Time, but not
later than June 30, 1996, the Trust shall take all steps as shall be necessary
and proper to effect a complete termination of the Acquired Funds.
4. Representations and Warranties of the Acquiring Funds. The Acquiring Funds
-----------------------------------------------------
represent and warrant to the Acquired Funds as follows:
(a) Organization, Existence, etc. Turner Funds is a business trust duly
-----------------------------
organized, validly existing and in good standing under the laws of the
A-2
<PAGE>
Commonwealth of Massachusetts and has the power to carry on its business as
it is now being conducted.
(b) Registration as Investment Company. Turner Funds is registered under
----------------------------------
the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and is [WILL BE] in full
force and effect.
(c) Financial Statements. The unaudited financial statements, if any, of
--------------------
Turner Funds relating to the Acquiring Funds dated as of _____________,
1996 (the "Acquiring Funds Financial Statements"), which will, if
available, be delivered to the Acquired Funds as of the Effective Time,
will fairly present the financial position of the Acquiring Funds as of the
date thereof.
(d) Shares to be Issued Upon Reorganization. The Acquiring Funds Shares to
---------------------------------------
be issued in connection with the Reorganization have been duly authorized
and upon consummation of the Reorganization will be validly issued, fully
paid and nonassessable. Prior to the Effective Time, there shall be no
issued and outstanding Acquiring Funds Shares or any other securities
issued by the Acquiring Funds.
(e) Authority Relative to this Agreement. Turner Funds, on behalf of the
------------------------------------
Acquiring Funds, has the power to enter into this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated
hereby, have been duly authorized by the Turner Funds Board of Trustees,
and no other proceedings by the Acquiring Funds are necessary to authorize
its officers to effectuate this Agreement and the transactions contemplated
hereby. Each of the Acquiring Funds is not a party to or obligated under
any charter, by-law, indenture or contract provision or any other
commitment or obligation, or subject to any order or decree, which would be
violated by its executing and carrying out this Agreement.
(f) Liabilities. There are no liabilities of the Acquiring Funds, whether
-----------
or not determined or determinable, other than liabilities disclosed or
provided for in the Acquiring Funds Financial Statements and liabilities
incurred in the ordinary course of business subsequent to the Effective
Time or otherwise previously disclosed to the Acquired Funds, none of which
has been materially adverse to the business, assets or results of
operations of the Acquiring Funds.
(g) Litigation. Except as previously disclosed to the Acquired Funds,
----------
there are no claims, actions, suits or proceedings pending or, to the
actual knowledge of the Acquiring Funds, threatened which would materially
adversely affect the Acquiring Funds or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
(h) Contracts. Except for contracts and agreements disclosed to the
---------
Acquired
A-3
<PAGE>
Funds, under which no default exists, each of the Acquiring Funds is not a
party to or subject to any material contract, debt instrument, plan, lease,
franchise, license or permit of any kind or nature whatsoever with respect
to the Acquiring Funds.
(i) Taxes. As of the Effective Time, all Federal and other tax returns and
-----
reports of the Acquiring Funds required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquiring Funds' knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
5. Representations and Warranties of the Acquired Funds. The Acquired Funds
----------------------------------------------------
represent and warrant to the Acquiring Funds as follows:
(a) Organization, Existence, etc. The Trust is a business trust duly
-----------------------------
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its business as
it is now being conducted.
(b) Registration as Investment Company. The Trust is registered under the
----------------------------------
1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
(c) Financial Statements. The audited financial statements of the Trust
--------------------
relating to the Acquired Funds for the fiscal year ended October 31, 1995,
and the unaudited financial statements of the Acquired Funds dated as of
March 31, 1996 (the "Acquired Funds Financial Statements"), as delivered to
the Acquiring Funds, fairly present the financial position of the Acquired
Funds as of the dates thereof, and the results of its operations and
changes in its net assets for the periods indicated.
(d) Marketable Title to Assets. Each of the Acquired Funds will have, at
--------------------------
the Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the assets to be
transferred to the Acquiring Funds. Upon delivery and payment for such
assets, each of the Acquiring Funds will have good and marketable title to
such assets without restriction on the transfer thereof free and clear of
all liens, encumbrances and adverse claims.
(e) Authority Relative to this Agreement. The Trust, on behalf of the
------------------------------------
Acquired Funds, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by the Trust's Board of Trustees, and, except for
approval by the shareholders of the Acquired Funds, no other proceedings by
the Acquired Funds are necessary to authorize its officers to effectuate
this Agreement and the
A-4
<PAGE>
transactions contemplated hereby. Each of the Acquired Funds is not a
party to or obligated under any charter, by-law, indenture or contract
provision or any other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out this
Agreement.
(f) Liabilities. There are no liabilities of the Acquired Funds, whether
-----------
or not determined or determinable, other than liabilities disclosed or
provided for in the Acquired Funds Financial Statements and liabilities
incurred in the ordinary course of business subsequent to March 31, 1996,
or otherwise previously disclosed to the Acquiring Funds, none of which has
been materially adverse to the business, assets or results of operations of
the Acquired Funds. The Trust's Registration Statement, which is on file
with the Securities and Exchange Commission, does not contain an untrue
statement of a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(g) Litigation. Except as previously disclosed to the Acquiring Funds,
----------
there are no claims, actions, suits or proceedings pending or, to the
knowledge of the Acquired Funds, threatened which would materially
adversely affect the Acquired Funds or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
(h) Contracts. Except for contracts and agreements disclosed to the
---------
Acquiring Funds, under which no default exists, each of the Acquired Funds,
at the Effective Time, is not a party to or subject to any material
contract, debt instrument, plan, lease, franchise, license or permit of any
kind or nature whatsoever.
(i) Taxes. As of the Effective Time, all Federal and other tax returns and
-----
reports of the Acquired Funds required by law to have been filed shall have
been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquired Funds' knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
6. Conditions Precedent to Obligations of the Acquiring Funds.
----------------------------------------------------------
(a) All representations and warranties of the Acquired Funds contained in
this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time.
(b) The Acquiring Funds shall have received an opinion of counsel for the
Acquired Funds, dated as of the Effective Time, addressed to and in form
and substance satisfactory to counsel for the Acquiring Funds, to the
effect that (i) the Acquired Funds are duly organized and validly existing
series of the Trust under the laws of the Commonwealth of Massachusetts;
(ii) the Trust is an open-end management investment
A-5
<PAGE>
company registered under the 1940 Act; (iii) this Agreement and the
Reorganization provided for herein and the execution of this Agreement have
been duly authorized and approved by all requisite action of each of the
Acquired Funds and this Agreement has been duly executed and delivered by
the Trust on behalf of the Acquired Funds and is a valid and binding
obligation of the Acquired Funds, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions
regarding enforcement of creditors' rights generally; (iv) to the best of
counsel's knowledge after reasonable inquiry, no consent, approval, order
or other authorization of any Federal or state court or administrative or
regulatory agency is required for each of the Acquired Funds to enter into
this Agreement or carry out its terms that has not been obtained other than
where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of
the Acquired Funds; and (v) upon consummation of this Agreement, the
Acquiring Funds shall have acquired all of the Acquired Funds's assets
listed in the Statement of Assets and Liabilities, free and clear of all
liens encumbrances or adverse claims.
(c) The Acquired Funds shall have delivered to the Acquiring Funds at the
Effective Time the Acquired Funds' Statement of Assets and Liabilities,
prepared in accordance with generally accepted accounting principles
consistently applied, together with a certificate of the Treasurer or
Assistant Treasurer of the Acquired Funds as to the aggregate asset value
of the Acquired Funds' portfolio securities.
7. Conditions Precedent to Obligations of the Acquired Funds.
---------------------------------------------------------
(a) All representations and warranties of the Acquiring Funds contained in
this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time.
(b) The Acquired Funds shall have received an opinion of counsel for the
Acquiring Funds, dated as of the Effective Time, addressed to and in form
and substance satisfactory to counsel for the Acquired Funds, to the effect
that: (i) the Acquiring Funds are duly organized and validly existing
series of Turner Funds under the laws of the Commonwealth of Massachusetts;
(ii) Turner Funds is an open-end management investment company registered
under the 1940 Act; (iii) this Agreement and the Reorganization provided
for herein and the execution of this Agreement have been duly authorized
and approved by all requisite corporate action of each of the Acquiring
Funds and this Agreement has been duly executed and delivered by the
Acquiring Funds and is a valid and binding obligation of the Acquiring
Funds, subject to applicable bankruptcy, insolvency, fraudulent conveyance
and similar laws or court decisions regarding enforcement of creditors'
rights generally; (iv) to the best of counsel's knowledge, no consent,
approval, order or other authorization of any Federal or state court or
administrative or regulatory agency is required for each of the Acquiring
Funds to enter into this Agreement or carry out its terms that has not
already been obtained, other than where the failure to obtain any such
consent,
A-6
<PAGE>
approval, order or authorization would not have a material adverse effect
on the operations of the Acquiring Funds; and (v) the Acquiring Funds
Shares to be issued in the Reorganization have been duly authorized and
upon issuance thereof in accordance with this Agreement will be validly
issued, fully paid and nonassessable.
8. Further Conditions Precedent to Obligations of the Acquired Funds and the
-------------------------------------------------------------------------
Acquiring Funds. The obligations of the Acquired Funds and the Acquiring
---------------
Funds to effectuate this Agreement shall be subject to the satisfaction of
each of the following conditions:
(a) Such authority from the Securities and Exchange Commission (the "SEC")
and state securities commissions as may be necessary to permit the parties
to carry out the transactions contemplated by this Agreement shall have
been received.
(b) With respect to the Acquired Funds, the Trust will call a meeting of
shareholders to consider and act upon this Agreement and to take all other
actions reasonably necessary to obtain the approval by shareholders of each
of the Acquired Funds of this Agreement and the transactions contemplated
herein, including the Reorganization and the termination of the Acquired
Funds if the Reorganization is consummated. The Trust has prepared or will
prepare the notice of meeting, form of proxy and proxy statement
(collectively, "Proxy Materials") to be used in connection with such
meeting; provided that the Acquiring Funds has furnished or will furnish a
current, effective Prospectus relating to the Acquiring Funds Shares for
incorporation within and/or distribution with the Proxy Materials, and with
such other information relating to the Acquiring Funds as is reasonably
necessary for the preparation of the Proxy Materials.
(c) The Registration Statement on Form N-1A of the Acquiring Funds shall
be effective under the Securities Act of 1933 and, to the best knowledge of
the Acquiring Funds, no investigation or proceeding for that purpose shall
have been instituted or be pending, threatened or contemplated under the
1933 Act.
(d) The shares of the Acquiring Funds shall have been duly qualified for
offering to the public in all states of the United States, the Commonwealth
of Puerto Rico and the District of Columbia (except where such
qualifications are not required) so as to permit the transfer contemplated
by this Agreement to be consummated.
(e) The Acquired Funds and the Acquiring Funds shall have received on or
before the Effective Time an opinion of counsel satisfactory to the
Acquired Funds and the Acquiring Funds substantially to the effect that for
Federal income tax purposes:
(1) No gain or loss will be recognized to the Acquired Funds upon
the transfer of its assets in exchange solely for the Acquiring Funds
Shares and the assumption by the Acquiring Funds of the corresponding
Acquired Fund's stated liabilities;
(2) No gain or loss will be recognized to the Acquiring Funds on its
receipt of the Acquired Funds' assets in exchange for the Acquiring
Funds
A-7
<PAGE>
Shares and the assumption by the Acquiring Funds of the corresponding
Acquired Fund's liabilities;
(3) The basis of an Acquired Fund's assets in the corresponding
Acquiring Fund's hands will be the same as the basis of those assets
in the Acquired Fund's hands immediately before the conversion;
(4) The Acquiring Funds' holding period for the assets transferred to
the Acquiring Funds by the Acquired Funds will include the holding
period of those assets in the corresponding Acquired Fund's hands
immediately before the conversion;
(5) No gain or loss will be recognized to the Acquired Funds on the
distribution of the Acquiring Funds Shares to the Acquired Funds'
shareholders in exchange for their Acquired Funds Shares;
(6) No gain or loss will be recognized to the Acquired Funds'
shareholders as a result of the Acquired Funds' distribution of
Acquiring Funds Shares to the Acquired Funds' shareholders in exchange
for the Acquired Funds' shareholders' Acquired Funds Shares;
(7) The basis of the Acquiring Funds Shares received by the Acquired
Funds' shareholders will be the same as the adjusted basis of that
Acquired Funds' shareholders' Acquired Funds Shares surrendered in
exchange therefor; and
(8) The holding period of the Acquiring Funds Shares received by the
Acquired Funds' shareholders will include the Acquired Funds'
shareholders' holding period for the Acquired Funds' shareholders'
Acquired Funds Shares surrendered in exchange therefor, provided that
said Acquired Funds Shares were held as capital assets on the date of
the conversion.
(f) A vote approving this Agreement and the Reorganization contemplated
hereby shall have been adopted by at least a majority of the outstanding
shares of each of the Acquired Funds entitled to vote at an annual or
special meeting.
(g) The Board of Trustees of Turner Funds, at a meeting duly called for
such purpose, shall have authorized the issuance by each of the Acquiring
Funds of Acquiring Funds Shares at the Effective Time in exchange for the
assets of the Acquired Funds pursuant to the terms and provisions of this
Agreement.
9. Effective Time of the Reorganization. The exchange of the Acquired Funds's
------------------------------------
assets for Acquiring Funds Shares shall be effective as of close of business on
April 30, 1996, or at such other time and date as fixed by the mutual consent of
the parties (the "Effective Time").
A-8
<PAGE>
10. Termination. This Agreement and the transactions contemplated hereby may
-----------
be terminated and abandoned without penalty by resolution of the Board of
Trustees of the Trust, at any time prior to the Effective Time, if circumstances
should develop that, in the opinion of the Board, make proceeding with the
Agreement inadvisable.
11. Amendment. This Agreement may be amended, modified or supplemented in such
---------
manner as may be mutually agreed upon in writing by the parties; provided,
however, that following the Shareholders' Meeting called on behalf of the
Acquired Funds pursuant to Section 8 of this Agreement, no such amendment may
have the effect of changing the provisions for determining the number or value
of Acquiring Funds Shares to be paid to the Acquired Funds' shareholders under
this Agreement to the detriment of the Acquired Funds, shareholders without
their further approval.
12. Governing Law. This Agreement shall be governed and construed in
-------------
accordance with the laws of the State of Massachusetts.
13. Notices. Any notice, report, statement or demand required or permitted by
-------
and provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
if to the Acquiring Funds:
Mr. Robert E. Turner
Turner Investment Partners, Inc.
1235 Westlakes Drive, Suite 350
Berwyn, PA 19312
with a copy to:
James W. Jennings, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
if to the Acquired Funds:
Robert B. Carroll, Esq.
SEI Corporation
680 East Swedesford Road
Wayne, PA 19087-1658
A-9
<PAGE>
with a copy to:
Richard W. Grant, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
14. Fees and Expenses.
-----------------
(a) Each of the Acquiring Funds and the Acquired Funds represents and
warrants to the other that there are no brokers or finders entitled to
receive any payments in connection with the transactions provided for
herein.
(b) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by each of the
Acquired Funds and the Acquiring Funds will be borne by Turner Investment
Partners, Inc. Such expenses include, without limitation, (i) expenses
incurred in connection with the entering into and the carrying out of the
provisions of this Agreement; (ii) expenses associated with the preparation
and filing of the Proxy Statement under the 1934 Act; (iii) registration or
qualification fees and expenses of preparing and filing such forms as are
necessary under applicable state securities laws to qualify the Acquiring
Funds Shares to be issued in connection herewith in each state in which the
Acquired Funds' shareholders are resident as of the date of the mailing of
the Proxy Statement to such shareholders; (iv) postage; (v) printing; (iv)
accounting fees; (vii) legal fees; and (viii) solicitation costs of the
transaction. Notwithstanding the foregoing, the Acquiring Funds shall pay
its own Federal and state registration fees.
15. Headings, Counterparts, Assignment.
----------------------------------
(a) The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm or corporation other than the parties
hereto and their respective successors and assigns any rights or remedies
under or by reason of this Agreement.
16. Entire Agreement. Each of the Acquiring Funds and the Acquired Funds agree
----------------
that neither party has made any representation, warranty or covenant not set
forth herein and that
A-10
<PAGE>
this Agreement constitutes the entire agreement between the parties. The
representations, warranties and covenants contained herein or in any document
delivered pursuant hereto or in connection herewith shall survive the
consummation of the transactions contemplated hereunder.
17. Further Assurances. Each of the Acquiring Funds and the Acquired Funds
------------------
shall take such further action as may be necessary or desirable and proper to
consummate the transactions contemplated hereby.
18. Binding Nature of Agreement. As provided in each Trust's Declaration of
---------------------------
Trust on file with the Secretary of State of the Commonwealth of Massachusetts,
this Agreement was executed by the undersigned officers of Turner Funds and the
Trust, on behalf of each of the Acquiring Funds and the Acquired Funds,
respectively, as officers and not individually, and the obligations of this
Agreement are not binding upon the undersigned officers individually, but are
binding only upon the assets and property of each Trust. Moreover, no series of
a trust shall be liable for the obligations of any other series of that trust.
Attest: THE ADVISORS' INNER CIRCLE FUND,
on behalf of its series, the
Turner Growth Equity Portfolio, the Turner Small
Cap Portfolio and the Turner Fixed Income Fund
________________________ By:______________________________
Attest: TURNER FUNDS, on behalf of its series,
the Growth Equity Fund, the Small Cap Fund and
the Fixed Income Fund
_______________________ By:_______________________________
A-11
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
TURNER GROWTH EQUITY PORTFOLIO
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, APRIL 15, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Robert B. Carroll as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting of
Shareholders of the Turner Growth Equity Portfolio of The Advisors' Inner Circle
Fund (the "Trust") to be held in the offices of SEI Financial Management
Corporation ("SFM"), 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658,
on Monday, April 15, 1996, at 10:00 a.m., and any adjournments or postponements
thereof (the "Meeting") all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below respecting the proposed Agreement and
Plan of Reorganization and Liquidation between the Trust, on behalf of the
Turner Growth Equity Portfolio, and the Turner Funds (the "Turner Funds"), on
behalf of the Growth Equity Fund and, in accordance with their own discretion,
any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve an Agreement and Plan of Reorganization and Liquidation
(the "Agreement") between The Advisors' Inner Circle Fund (the
"Trust"), on behalf of the Turner Growth Equity Portfolio, and
the Turner Funds (the "Turner Funds"), on behalf of the Growth
Equity Fund.
For Against Abstain
---- ---- ----
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 Trustees. 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, trustees or guardians should
indicate the full title and capacity in which they are signing.
<PAGE>
Dated: , 1996
----------------- --------------------------------
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.
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
TURNER SMALL CAP PORTFOLIO
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, APRIL 15, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Robert B. Carroll as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting of
Shareholders of the Turner Small Cap Portfolio of The Advisors' Inner Circle
Fund (the "Trust") to be held in the offices of SEI Financial Management
Corporation ("SFM"), 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658,
on Monday, April 15, 1996, at 10:00 a.m., and any adjournments or postponements
thereof (the "Meeting") all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below respecting the proposed Agreement and
Plan of Reorganization and Liquidation between the Trust, on behalf of the
Turner Small Cap Portfolio, and the Turner Funds (the "Turner Funds"), on behalf
of the Small Cap Fund and, in accordance with their own discretion, any other
matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve an Agreement and Plan of Reorganization and Liquidation
(the "Agreement") between The Advisors' Inner Circle Fund (the
"Trust"), on behalf of the Turner Small Cap Portfolio, and the
Turner Funds (the "Turner Funds"), on behalf of the Small Cap
Fund.
For Against Abstain
---- ---- ----
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 Trustees. 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, trustees or guardians should
indicate the full title and capacity in which they are signing.
<PAGE>
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.
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
TURNER FIXED INCOME PORTFOLIO
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, APRIL 15, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee and Robert B. Carroll as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting of
Shareholders of the Turner Fixed Income Portfolio of The Advisors' Inner Circle
Fund (the "Trust") to be held in the offices of SEI Financial Management
Corporation ("SFM"), 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658,
on Monday, April 15, 1996, at 10:00 a.m., and any adjournments or postponements
thereof (the "Meeting") all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below respecting the proposed Agreement and
Plan of Reorganization and Liquidation between the Trust, on behalf of the
Turner Fixed Income Portfolio, and the Turner Funds (the "Turner Funds"), on
behalf of the Fixed Income Fund and, in accordance with their own discretion,
any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve an Agreement and Plan of Reorganization and Liquidation
(the "Agreement") between The Advisors' Inner Circle Fund (the
"Trust"), on behalf of the Turner Fixed Income Portfolio, and the
Turner Funds (the "Turner Funds"), on behalf of the Fixed Income
Fund.
For Against Abstain
---- ---- ----
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 Trustees. 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, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996
----------------- --------------------------------
<PAGE>
Dated: , 1996
----------------- --------------------------------
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.
