SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
The Advisors' Inner Circle Fund
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same
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CLOVER CAPITAL EQUITY VALUE PORTFOLIO
CLOVER CAPITAL SMALL CAP VALUE PORTFOLIO
CLOVER CAPITAL 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.
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
Clover Capital Equity Value Portfolio
Clover Capital Small Cap Value Portfolio
Clover Capital Fixed Income Portfolio
Dear Shareholder:
A Special Meeting of Shareholders of the Clover Capital Equity Value,
Clover Capital Small Cap Value and Clover Capital Fixed Income Portfolios (each
a "Portfolio" and, together, the "Portfolios") of The Advisors' Inner Circle
Fund has been scheduled for Tuesday, June 10, 1997. If you are a Shareholder of
record as of the close of business on April 11, 1997, you are entitled to vote
at the meeting and for any adjournment of the meeting.
While you are, of course, welcome to join us at the meeting, most
Shareholders will cast their votes by filling out and signing the enclosed Proxy
Card(s). Whether or not you plan to attend the meeting, we need your vote.
Please mark, sign, and date the enclosed Proxy Card(s) 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(s) upon which you will be asked to vote. The Board of
Trustees is recommending that you approve a reorganization of the Portfolios
under which each Portfolio would be combined with and into a corresponding
portfolio (each, a "Fund") of TIP Funds (the "TIP Trust"). While Shareholders of
each Portfolio will vote separately, the reorganization is contingent upon the
approval of the Shareholders of all three Portfolios. Assuming approval by
Shareholders of each Portfolio: (i) each holder of shares of the Clover Capital
Equity Value Portfolio will receive a number of shares of the Clover Equity
Value Fund equal in dollar value and in the number of shares of the Clover
Capital Equity Value Portfolio owned by such holder at the time of the
combination; (ii) each holder of shares of the Clover Capital Small Cap Value
Portfolio will receive a number of shares of the Clover Small Cap Value Fund
equal in dollar value and in the number of shares of the Clover Capital Small
Cap Value Portfolio owned by such holder at the time of the combination; and
(iii) each holder of shares of the Clover Capital Fixed Income Portfolio will
receive a number of shares of the Clover Fixed Income Fund equal in dollar value
and in the number of shares of the Clover Capital Fixed Income Portfolio owned
by such holder at the time of the combination. As further explained in the
accompanying proxy statement, the Board of Trustees expects such a combination
to result in operational efficiencies. We encourage you to support the Trustees'
recommendation to approve the proposals.
Your vote is important to us. Please do not hesitate to call
1-800-932-7781 if you have any questions about the proposals under
consideration. Thank you for taking the time to consider these important
proposals and for your investment in the Portfolios.
Sincerely,
David G. Lee
President
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THE ADVISORS' INNER CIRCLE FUND
2 Oliver Street
Boston, MA 02109
Notice of Special Meeting of Shareholders
June 10, 1997
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Clover Capital Equity Value Portfolio, the Clover Capital
Small Cap Value Portfolio and the Clover Capital Fixed Income Portfolio (each a
"Portfolio" and, together, the "Portfolios") of The Advisors' Inner Circle Fund
(the "AIC Trust") will be held at the offices of SEI Investments ("SEI"), Cliffs
1A, Oaks, Pennsylvania 19456, on Tuesday, June 10, 1997 at 3:00 p.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 a portfolio of TIP Funds (the "TIP Trust") with an identical
investment objective and comparable investment policies in exchange for shares
of the applicable portfolio. The names of the new portfolios of the TIP Trust
designated to acquire the assets and liabilities are as follows: the Clover
Equity Value Fund, the Clover Small Cap Value Fund and the Clover Fixed Income
Fund (each a "Fund" and, together, the "Funds"). The proposals, which are
identical for each Portfolio and which are more fully described in the attached
Proxy Statement, are as follows:
1. Clover Capital Equity Value Portfolio
Approval of an Agreement and Plan of Reorganization and Liquidation
between The Advisors' Inner Circle Fund and the TIP Funds, on behalf of
the Clover Capital Equity Value Portfolio.
2. Clover Capital Small Cap Value Portfolio
Approval of an Agreement and Plan of Reorganization and Liquidation
between The Advisors' Inner Circle Fund and the TIP Funds, on behalf of
the Clover Capital Small Cap Value Portfolio.
3. Clover Capital Fixed Income Portfolio
Approval of an Agreement and Plan of Reorganization and Liquidation
between The Advisors' Inner Circle Fund and the TIP Funds, on behalf of
the Clover Capital Fixed Income Portfolio.
Shareholders of each Portfolio will vote separately on the Proposal
applicable to them. However, the reorganization is contingent upon, and will be
effectuated only if, all three Proposals are approved.
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The persons named as proxies are authorized to vote on such other
business as may properly come before the Meeting in accordance with their own
discretion.
All Shareholders are cordially invited to attend the Meeting. However,
if you are unable to attend the Meeting, you are requested to mark, sign and
date the enclosed Proxy Card(s) 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 April 11, 1997 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Trustees
Richard W. Grant, Secretary
April 25, 1997
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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 "AIC
Trust") for use at a Special Meeting of Shareholders to be held on Tuesday, June
10, 1997 at 3:00 p.m. at the offices of SEI Investments ("SEI"), Oaks,
Pennsylvania 19456, and at any adjourned session thereof (such meeting and any
adjournments thereof are hereinafter referred to as the "Meeting"). Shareholders
of the Clover Capital Equity Value, Clover Capital Small Cap Value and Clover
Capital Fixed Income Portfolios (each a "Portfolio" and, together, the
"Portfolios") of the AIC Trust of record at the close of business on April 11,
1997 ("Shareholders"), are entitled to vote at the Meeting. As of April 11,
1997, the approximate number of units of beneficial interest ("shares") issued
and outstanding for each of the Portfolios is set forth below:
Portfolios Shares Outstanding
Clover Capital Equity Value 6,073,209.6550
Clover Capital Small Cap Value 652,705.7910
Clover Capital Fixed Income 2,256,260.4280
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 AIC Trust and officers and employees of SEI, the administrator
and shareholder servicing agent for the AIC Trust, and Clover Capital
Management, Inc. ("CCM") may solicit proxies in person or by telephone.
Employees of SEI and CCM will not be compensated by the AIC Trust for their
solicitation activities. 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") and CCM. The proxy card(s)
and this Proxy Statement are being mailed to Shareholders on or about April 25,
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
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by the President of the Trust at Oaks, Pennsylvania 19456, by properly executing
a later-dated proxy, or by attending the Meeting and voting in person.
PROPOSALS
1. Clover Capital Equity Value Portfolio
Approval of an Agreement and Plan of Reorganization and Liquidation
between The Advisors' Inner Circle Fund and the TIP Funds, on behalf of
the Clover Capital Equity Value Portfolio.
2. Clover Capital Small Cap Value Portfolio
Approval of an Agreement and Plan of Reorganization and Liquidation
between The Advisors' Inner Circle Fund and the TIP Funds, on behalf of
the Clover Capital Small Cap Value Portfolio.
3. Clover Capital Fixed Income Portfolio
Approval of an Agreement and Plan of Reorganization and Liquidation
between The Advisors' Inner Circle Fund and the TIP Funds, on behalf of
the Clover Capital Fixed Income Portfolio.
INTRODUCTION
The Meeting is being called in order to permit the Shareholders of the
Clover Capital Equity Value, Clover Capital Small Cap Value and Clover Capital
Fixed Income Portfolios of the AIC Trust to vote on an Agreement and Plan of
Reorganization and Liquidation (the "Agreement"). Shareholders of each Portfolio
will vote separately, but the Agreement will be executed and the transactions
called for thereunder only if the Shareholders of all three Portfolios approve.
Assuming approval by the Shareholders of each Portfolio, each Portfolio will
transfer all of its assets and liabilities to one of three corresponding "shell"
portfolios of the TIP Funds (the "TIP Trust") in exchange for shares of such
portfolios, which are called the Clover Equity Value, Clover Small Cap Value and
Clover Fixed Income Fund (each a "Fund" and, together, the "Funds"). The Board
of Trustees of the AIC Trust is recommending that Shareholders of the Portfolios
approve the Agreement between the AIC Trust, on behalf of the Portfolios, and
the TIP Trust, on behalf of the Funds. The Agreement provides for the transfer
of all of the assets of each Portfolio to the corresponding Fund in exchange
solely for shares of beneficial interest of such Fund and the assumption by such
Fund of the liabilities of such Portfolio and the distribution of such Fund's
shares to the Shareholders of such Portfolio in liquidation of such Portfolio
(the "Reorganization"). Once shares of a Fund have been distributed to
Shareholders of the corresponding Portfolio, such Portfolio will be liquidated.
The Board of Trustees anticipates that the exchange of assets of such Portfolios
for shares of such Funds will occur on June 20, 1997. A copy of the Agreement is
attached to this Proxy Statement as Exhibit A. The description of the
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Agreement in this Proxy Statement is qualified in its entirety by reference to
Exhibit A.
SUMMARY OF THE TRANSACTION
The AIC 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 Clover Capital Equity Value, Clover
Capital Small Cap Value and Clover Capital Fixed Income Portfolios of the AIC
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 TIP Trust in exchange for shares of the TIP Trust's Clover
Equity Value, Clover Small Cap Value, and Clover Fixed Income Funds. Once shares
of the TIP Trust have been distributed to Shareholders of the Portfolios, the
Portfolios will be liquidated. It is currently anticipated that the
Reorganization will occur on June 20, 1997.
DESCRIPTION OF THE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
The Agreement by and between the AIC Trust, on behalf of each of the
Portfolios, and the TIP Trust, on behalf of each of the Funds, provides for:
(i) the transfer of all or substantially all of the assets of the Clover Capital
Equity Value Portfolio solely in exchange for shares of beneficial interest of
the Clover Equity Value Fund and the assumption by the Clover Equity Value Fund
of all or substantially all of the liabilities of the Clover Capital Equity
Value Portfolio, followed by the distribution on the closing date of the Clover
Equity Value Fund's shares to the holders of the Clover Capital Equity Value
Portfolio's shares; (ii) the transfer of all or substantially all of the assets
of the Clover Capital Small Cap Value Portfolio solely in exchange for shares of
beneficial interest of the Clover Small Cap Value Fund and the assumption by the
Clover Small Cap Value Fund of all or substantially all of the liabilities of
the Clover Capital Small Cap Value Portfolio, followed by the distribution on
the closing date of the Clover Small Cap Value Fund's shares to the holders of
the Clover Capital Small Cap Value Portfolio's shares; and (iii) the transfer of
all or substantially all of the assets of the Clover Capital Fixed Income
Portfolio solely in exchange for shares of beneficial interest of the Clover
Fixed Income Fund and the assumption by the Clover Fixed Income Fund of all or
substantially all of the liabilities of the Clover Capital Fixed Income
Portfolio, followed by the distribution on the closing date of the Clover Fixed
Income Fund's shares to the holders of the Clover Capital Fixed Income
Portfolio's shares. On the closing date for the Reorganization, anticipated to
be June 20, 1997, if all three Portfolios obtain shareholder approval of the
appropriate proposal for the Reorganization, each Portfolio will assign,
deliver, and otherwise transfer all of its assets and assign all or
substantially all of its liabilities to the corresponding Fund free and clear of
all liens and encumbrances, and such Fund will acquire all the assets and will
assume all such liabilities of the corresponding Portfolios, in exchange for
shares of such Fund. In addition, the Agreement provides that the net asset
value per share of each Portfolio and of each corresponding Fund will
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be equal and the number of shares of each Fund issued in exchange for shares of
the corresponding Portfolio will equal the number of shares of such Portfolio
issued and outstanding at the time of the Reorganization. Thereafter, the AIC
Trust will take all necessary and proper steps to effect the complete
termination of each Portfolio.
The Agreement also provides that the TIP Trust will receive, prior to
the closing, an opinion of counsel to the effect that: (i) the AIC Trust and the
Portfolios are duly organized and validly existing under the laws of the
Commonwealth of Massachusetts; (ii) the AIC Trust is an open-end management
investment company registered under the Investment Company Act of 1940 (the
"1940 Act"); (iii) the Agreement, the Reorganization provided for therein and
the execution of the Agreement have been duly authorized and approved by all
requisite action of the AIC Trust and has been duly executed and delivered by
the AIC 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 AIC Trust to enter into the Agreement or carry out its terms on behalf of
the Portfolios 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, the AIC Trust shall have received, prior to the closing,
an opinion of counsel to the effect that: (i) the TIP Trust and the Funds are
duly organized and validly existing under the laws of the Commonwealth of
Massachusetts; (ii) the TIP Trust is an open-end management investment company
registered under the 1940 Act; (iii) the Agreement, the Reorganization provided
for therein, and the execution of the Agreement have been duly authorized and
approved by all requisite corporate action of the TIP Trust and the Agreement
has been duly executed and delivered by the TIP Trust and is a valid and binding
obligation of the TIP Trust, 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 administration or regulatory agency is required for
the TIP Trust to enter into the Agreement or carry out its terms on behalf of
the Funds that has not already 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 TIP Trust or the Funds; and
(v) the TIP Trust 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.
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TAX CONSEQUENCES OF THE REORGANIZATION
At the time of the closing, the AIC Trust and the TIP Trust 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 by a Portfolio upon
the transfer of its assets in exchange, solely for the corresponding Fund's
shares and the assumption by such Fund of that Portfolio's stated liabilities;
(2) no gain or loss will be recognized by such Fund on its receipt of such
Portfolio's assets in exchange for that Fund's shares and the assumption by that
Fund of such Portfolio's liabilities; (3) the basis of such Portfolio's assets
in such Fund's hands will be the same as the basis of those assets in that
Portfolio's hands immediately before the conversion; (4) such Fund's holding
period for the assets transferred to the Fund by such Portfolio will include the
holding period of those assets in the Portfolio's hands immediately before the
conversion; (5) no gain or loss will be recognized by such Portfolio on the
distribution of such Fund's to that Portfolio's shareholders in exchange for
their shares of the Portfolio; (6) no gain or loss will be recognized to a
shareholder of such Portfolio as a result of the Portfolio's distribution of
such Fund's shares to that Portfolio's shareholder in exchange for the
Portfolio's shareholder's shares of the Portfolio; (7) the basis of such Fund's
shares received by such 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 such Fund's
shares received by such Portfolio's shareholders will include the Portfolio's
shareholders' holding period for the Portfolio's shareholders' shares of the
Portfolio surrendered in exchange therefor, provided that such 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)(F) of the Internal Revenue Code of 1986, as
amended (the "Code"), with each of the 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 Funds, the
Portfolios and their respective Shareholders.
DESCRIPTION OF THE AIC TRUST AND THE PORTFOLIOS
The AIC Trust was organized under Massachusetts law as a business trust
pursuant to a Declaration of Trust dated July 18, 1991. The AIC 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 AIC Trust. Each of the
Portfolios is a duly organized and validly existing series of the AIC Trust.
The Clover Capital Equity Value Portfolio seeks long-term total return.
It invests in a diversified portfolio of equity securities that, in the opinion
of its investment adviser, are undervalued relative to the market or the
historic valuation of such securities. The Clover Capital Small Cap Value
Portfolio seeks long-term total return. It invests primarily in a diversified
portfolio of equity securities of domestic issuers with market capitalizations
of $750 million or
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less that the Portfo lio's adviser believes are undervalued relative to the
market or the historic valuation of such securities. The Clover Capital Fixed
Income Portfolio seeks a high level of income consistent with reasonable risk to
capital. It invests primarily in a diversified portfolio of fixed income
securities.
CCM serves as investment adviser to each Portfolio pursuant to an
investment advisory agreement dated November 14, 1991 (the "Advisory
Agreement"). The Portfolios' Advisory Agreement with CCM provides, in part, that
CCM 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, CCM is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .74%, the average daily net assets of the Clover
Capital Equity Value Portfolio, .85% of those of the Clover Capital Small Cap
Value Portfolio, and .45% of those of the Clover Capital Fixed Income Portfolio.
CCM has voluntarily agreed to waive all or a portion of its fee and to reimburse
expenses of the Equity Value, Small Cap Value and 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 1.10%, 1.40% and .75%,
respectively. CCM 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 Clover Capital
Equity Value, Clover Capital Small Cap Value and the Clover Capital Fixed Income
Portfolios during the most recent fiscal year would have been 1.21%, 5.29% and
1.11%, respectively.
DESCRIPTION OF THE TIP TRUST AND THE FUNDS
The TIP Trust was organized under Massachusetts law as a business trust
pursuant to an Agreement and Declaration of Trust dated January 26, 1996. The
TIP Trust 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 the TIP Trust. The Clover Equity Value Fund, the Clover Small Cap
Value Fund, and the Clover Fixed Income Fund are each duly organized and validly
existing series of the TIP Trust.
The Clover Equity Value Fund seeks long-term total return by investing
in a diversified portfolio of equity securities that, in the opinion of its
investment adviser, are undervalued relative to the market or the historic
valuation of such securities. This Fund has the same investment objective as the
Clover Capital Equity Value Portfolio. The Clover Small Cap Value Fund seeks
long-term total return. It invests primarily in a diversified portfolio of
equity securities of domestic issuers with market capitalizations of $750
million or less that the Fund's adviser believes are undervalued relative to the
market or the historic valuation of such securities. This Fund has the same
investment objective as the Clover Capital Small Cap Value Portfolio. The
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Clover Fixed Income Fund seeks a high level of current income consistent with
reasonable risk by investing primarily in a diversified portfolio of fixed
income securities. This Fund has the same investment objective as the Clover
Capital Fixed Income Portfolio.
Following the conclusion of the reorganization, Clover Capital
Management, Inc. ("CCM") will serve as investment adviser to each corresponding
series of the TIP Trust. The investment advisory agreement between CCM and TIP
Trust is substantially identical to the advisory agreement that exists between
CCM and the AIC Trust, on behalf of the Portfolios. Significantly, both
investment advisory agreements provide for the same fees, duties, and standards
of care. For its services, CCM is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .74% of the average daily net assets of
the Clover Equity Value Fund, .85% of those of the Clover Small Cap Value Fund
and .45% of those of the Clover Fixed Income Fund. CCM has voluntarily agreed to
waive all or a portion of its fee and to reimburse expenses of the Clover Equity
Value, the Clover Small Cap Value and Clover Fixed Income Funds in order to
limit their total operating expenses (as a percentage of average daily net
assets on an annualized basis) to not more than 1.10%, 1.40% and .80%,
respectively. CCM 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 Clover Equity Value
Fund, the Clover Small Cap Value Fund and the Clover Fixed Income Fund are
estimated to be 1.10%, 2.81% and 1.16%, respectively.
The tables below set forth comparative fee information (after waivers
and reimbursements) for both the Portfolios and the Funds:
Clover Capital Equity Clover Equity Value
Value Portfolio(1) Fund(2)
======================== ======================== ======================
Advisory Fees .63% .74%
(after fee waivers)
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Other Expenses .47% .36%
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Total Operating Expenses 1.10% 1.10%
(after fee waivers)
======================== ======================== ======================
Clover Capital Small Cap Clover Small Cap Value
Value Portfolio(1) Fund(2)
======================== ======================== ======================
Advisory Fees .00% .00%
(after fee waivers)
- --------------------------------------------------------------------------------
Other Expenses 1.40% 1.40%
(after expense reimbursements)
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Total Operating Expenses 1.40% 1.40%
(after fee waivers and
expense reimbursements)
======================== ======================== ======================
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Clover Capital Fixed Clover Fixed Income
Income Portfolio(1) Fund(2)
========================= ========================= ======================
Advisory Fees .09% .04%
(after fee waivers)
Other Expenses .66% .71%
Total Operating Expenses .75% .75%
(after fee waivers)
========================= ========================= ======================
(1) The "Advisory Fees" and "Other Expenses" shown reflect current
voluntary waivers and/or reimbursements by CCM. Absent such waivers
and/or reimbursements, "Advisory Fees" for the Clover Capital Equity
Value Portfolio, Clover Capital Small Cap Value Portfolio and Clover
Capital Fixed Income Portfolio would be .74%, .85% and .45%,
respectively; "Other Expenses" would be .36%, 4.44% and .66%,
respectively; and "Total Operating Expenses" would be 1.21%, 5.29% and
1.11%, respectively.
(2) CCM has agreed for the first year of the Funds' operations, on a
voluntary basis, to waive its advisory fee for the Clover Equity Value
Fund, Clover Small Cap Value Fund and the Clover Fixed Income Fund to
the extent necessary to keep the "Total Operating Expenses" of the
Funds from exceeding 1.10%, 1.40% and .75%, respectively. CCM reserves
the right to terminate its waivers at any time in its sole discretion.
Absent such waivers and/or reimbursements, "Advisory Fees" for the
Clover Equity Value Fund, Clover Small Cap Value Fund and Clover Fixed
Income Fund would be .74%, .85% and .45%, respectively, and "Total
Operating Expenses" would be 1.10%, 2.81% and 1.16%, respectively.
In addition to these differences in fees, one of the principal
differences between the Funds and the Portfolios is that the Funds' shareholders
are entitled to 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 are entitled to one full vote for each share held
and a proportionate fractional vote for each fraction share held. After the
reorganization, shareholders of the Funds may have diminished voting power as a
result of the impact of the different net asset value per share of each Fund.
For example, if, on the date of the Transaction a shareholder of the Equity
Value Portfolio owns 1000 shares with a net asset value of $15 per share, that
shareholder may vote 1000 shares in favor of the Reorganization. If a
shareholder of the Small Cap Value Portfolio owns 1000 shares with a net asset
value per share $12 per share, that shareholder also will be able to vote 1000
shares in favor of the Reorganization. After the Reorganization, however, the
shareholder of the Equity Value Fund will have 15,000 votes (i.e., 1000 shares
times $15 per share) while the shareholder of the Small Cap Value Fund would
only have 12,000 votes (i.e., 1000 shares times $12 per share). Nevertheless,
despite this diminished voting power relative to the other Funds, Fund
shareholders will continue to have the same voting power relative to other
shareholders in the same Fund. Another difference between the AIC Trust and the
TIP Trust are
8
<PAGE>
that each has a different Board of Trustees. However, the Funds have the same
administrator, custodian, distributor and transfer agent as the Portfolios.
REASONS FOR THE REORGANIZATION
CCM has served as investment adviser to each of the Portfolios since
its inception. Each Portfolio is a separate series of the AIC Trust, a
Massachusetts business trust that has numerous other investment portfolios
advised by a variety of investment advisers. In the interests of obtaining
increased flexibility respecting investment management and operational issues,
CCM determined to propose to the AIC Trustees and to the Portfolios'
Shareholders, the transfer of the assets of the Clover Capital Equity Value,
Clover Capital Small Cap Value and Clover Capital Fixed Income Portfolios of the
AIC Trust to newly-organized portfolios (i.e., the Funds) of the TIP Trust. Each
of the Funds has an investment objective identical and comparable investment
policies to that of its corresponding Portfolio. It is believed that the total
operating expenses of TIP Trust and each of its Funds (after fee waivers) will
be equal to or lower than that of the corresponding Portfolio of the AIC Trust.
CONSIDERATIONS OF THE TRUSTEES OF THE AIC TRUST
At a Meeting held on March 17, 1997, the Trustees of the AIC Trust
reviewed the Agreement and determined that the Reorganization is in the best
interests of the Portfolios and the Portfolios' Shareholders, 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 substantial similarity of the objectives,
policies and restrictions of the Portfolios and the corresponding Funds, the tax
consequences of the Reorganization to the Portfolios and their Shareholders, and
the expense ratios of the Funds and the Portfolios. In addition, the Trustees
considered the performance of the Portfolios since their inception, the nature
and quality of the services expected to be rendered to the Funds by CCM, as well
as the services provided by CCM to the Portfolios, the fact that the
compensation payable to CCM will be the same for the Funds as for the
Portfolios, the history, reputation, qualification and background of CCM 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 consideration, the Trustees have determined to
recommend that the Shareholders of the Portfolios approve the Agreement and the
Reorganization transaction. The Reorganization is contingent upon the
affirmative vote of the Shareholders of all three Portfolios voting separately.
If this recommendation is not adopted by Shareholders of one or more
9
<PAGE>
Portfolios, the Reorganization will not be effectuated with respect to any
Portfolio and all three Portfolios will continue to operate in the same manner
as prior to the proposed Reorganization.
COMPARISON OF THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS AND THE
FUNDS
Each of the newly organized Funds of the TIP Trust has an investment
objective that is identical to the investment objective of each corresponding
Portfolio of the AIC Trust. The 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 CCM FOR THE FUNDS WILL BE MATERIALLY DIFFERENT THAN THOSE
CCM HAS EMPLOYED FOR THE PORTFOLIOS.
As mentioned above, the Funds will have an increased flexibility to
invest in futures, options, options on futures and commodities contracts based
on financial instruments, despite the fact that CCM has no present intention of
changing the investment strategy of each of the Funds. This increased investment
flexibility, however, will allow CCM to engage in these transactions if market
conditions so warrant. In addition to this increased investment flexibility with
regard to futures and options, the Funds will have an enhanced ability to borrow
money, to lend securities, and to make other types of investments that are
presently unavailable to the Portfolios. While these new investment techniques
may allow the Funds to react quickly to changing market conditions, and to earn
additional income by lending securities, CCM has no present intention of
engaging in these additional investment techniques.
Current Limitation:
The Clover Capital Portfolios may not purchase futures contracts,
commodities or commodities contracts, provided that this shall not prevent a
Portfolio from investing in readily markerable securities of issuers that can
invest in real estate or commodities, institutions that issue mortgages and real
estate investment trusts pursuant to a Portfolio's investment objective and
policies.
New Limitation:
The Clover Funds may not purchase physical commodities or commodities
contracts, except that each Fund may purchase (i) marketable securities issued
by companies which own or invest in real estate (including real estate
investment trusts), commodities, or commodities contracts; and (ii) commodities
contracts relating to financial instruments, such as financial futures contracts
and options on such contracts.
Reason for Change:
The 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 still 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
10
<PAGE>
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.
Current Limitation:
The Clover Capital Portfolios may not borrow money except for temporary
or emergency purposes and then only in an amount not exceeding 10% of the value
of total assets.
New Limitation:
The Clover Funds may not borrow money in an amount exceeding 33 1/3% of
the value of its total assets, provided that, for purposes of this limitation,
investment strategies which either obligate fund to purchase securities or
require a Fund to segregate assets are not considered to be borrowing.
Reason for Change:
The 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.
Current Limitation:
The Clover Capital Portfolios may not make loans, except that a
Portfolio may purchase or hold debt instruments in accordance with its
investment objective and policies, and a Portfolio may not enter into repurchase
agreements, as described in the Prospectus and the statement of Additional
Information.
New Limitation:
The Clover Funds may not make loans if, as a result, more than 33 1/3%
of its total asets would be lent to other parties, except that each Fund may
(i) purchase or hold debt instruments in accordance with its investment
objective and policies; (ii) enter into repurchase agreements; and (iii) lend
its securities.
Reason for Change:
The 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.
Current Limitation:
The Clover Capital Portfolios may not make short sales of securities,
maintain a short position or purchase securities on margin, except that a
Portfolio may obtain short-term credits as necessary for the clearance of
security transactions.
New Limitation:
The Clover Funds may make short sales "against the box" or in
compliance with the SEC's position regarding the asset segregation requirements
imposed by Section 18 of the 1940 Act.
Reason for Change:
The 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 identical 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.
11
<PAGE>
DESCRIPTION OF CLOVER CAPITAL MANAGEMENT, INC.
Clover Capital Management, Inc. ("CCM" or the "Adviser") is a
professional investment management firm founded in 1984 by Michael Edward Jones,
CFA, and Geoffrey Harold Rosenberger, CFA, who are Managing Directors of the
Adviser and control all of the Adviser's outstanding voting stock. As of
December 31, 1996, the Adviser had discretionary management authority with
respect to approximately $1.914 billion of assets. The principal business
address of the Adviser is 11 Tobey Village Office Park, Pittsford, New York
14534.
The Adviser serves as each Portfolio's investment adviser under an
investment advisory agreement (the "Advisory Agreement") with the AIC Trust.
Under the Advisory Agreement, the Adviser makes the 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 AIC Trust. In addition to advising the
Portfolios, the Adviser provides advisory services to pension plans, religious
and educational endowments, corporations, 401(k) plans, profit sharing plans,
individual investors and trusts and estates.
The Equity Value Portfolio has, since its inception, been managed by a
committee led by Michael E. Jones, CFA and Paul W. Spindler, CFA. Mr. Jones is a
co-founder of the Adviser and for the past five years has been the Managing
Director of the Adviser. For the past five years Mr. Spindler has been a Vice
President of Investments for the Adviser.
The Fixed Income Portfolio has, since its inception, been managed by a
committee led by Richard J. Huxley and Paul W. Spindler, CFA. For the past five
years Richard Huxley has been the Executive Vice President and Fixed Income
Manager for the Adviser.
The Small Cap Value Portfolio has, since its inception, been managed by
a committee of research professionals led by Michael E. Jones, CFA, and Lawrence
Creatura. For the past two years Mr. Creatura has been a Vice President for
Investments for the Adviser. For the previous three years he was a Laser Systems
Engineer/Researcher for Laser Surge, Inc.
For its services, the Adviser is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .74%, .45% and .85% of the average
daily net assets of the Clover Capital Equity Value, Clover Capital Fixed Income
and Clover Capital Small Cap Value Portfolios, respectively. The Adviser has
voluntarily agreed to waive all or a portion of its fees and/or to reimburse
Portfolio expenses in order to limit total operating expenses of the Clover
Capital Equity Value and Clover Capital Fixed Income Portfolios to an annual
rate of not more than 1.20% and .80%, respectively, of average daily net assets
when net assets are below $20 million and to not more than 1.10% and .75%,
respectively, when net assets are $20 million or more and to limit total
operating expenses of the Clover Capital Small Cap Value Portfolio to 1.40% of
the Portfolio's average daily net assets. The Adviser reserves the right, in its
sole discretion, to terminate its voluntary fee waivers and any reimbursements
at any time. For the fiscal year ended October 31, 1996, the Adviser received a
fee equal to .63% and .14% of the Clover Capital Equity Value Portfolio's and
Clover Capital Fixed
12
<PAGE>
Income Portfolio's average daily net assets and waived all fees due it from the
Clover Capital Small Cap Value Portfolio. The Adviser reimbursed expenses of the
Clover Capital Small Cap Value Portfolio totaling $51,578, which equals 3.03% of
the Portfolio's average daily net assets.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE AIC TRUST VOTE FOR
THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION AND
LIQUIDATION.
GENERAL INFORMATION ABOUT THE AIC TRUST AND OTHER MATTERS
Distribution. CCM Securities, Inc. ("CCMS"), a wholly-owned subsidiary
of CCM, 11 Tobey Village Office Park, Pittsford, New York 14534, acts as the
Distributor of the AIC Trust shares advised by CCM pursuant to a Distribution
Agreement dated February 28, 1997, between the AIC Trust and CCMS.
Portfolio Transactions. For the AIC Trust's fiscal year ended October
31, 1996, the Portfolios paid the following amounts in brokerage commissions to
affiliates of the Portfolios.
<TABLE>
<CAPTION>
Total Amount Paid to % Paid to
Portfolio Brokerage Commissions Affiliated Broker Affiliated Broker
- --------- --------------------- ----------------- -----------------
<S> <C> <C> <C>
Clover Capital Equity Value $152,253 $3,360 .02%
Clover Capital Small Cap
Value $ 22,829 $ 108 .005%
Clover Capital Fixed Income N/A N/A N/A
</TABLE>
5% Shareholders. As of April 11, 1997, the following persons were the only
persons who were, to the knowledge of the AIC 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>
Clover Capital Small Cap Clover Capital Management, Inc. 78,646.436 12.05%
Value Portfolio Employee 401K Savings and Deferrred
Profit Sharing Plan
11 Tobey Village Office Park
Pittsford, NY 14534-1755
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Name and Address Percentage of
Portfolio of Beneficial Owner Number of Shares Portfolio's Shares
- --------- ------------------- ---------------- ------------------
<S> <C> <C> <C>
Clover Capital Fixed Clover Capital Management, Inc. 148,888.2720 6.59%
Income Portfolio Employee 401K Savings and Deferrred
Profit Sharing Plan
11 Tobey Village Office Park
Pittsford, NY 14534-1755
</TABLE>
The AIC Trust's Trustees and officers beneficially own less than 1% of the
shares of the AIC Trust.
Adjournment. In the event that sufficient votes in favor of a Proposal for one
or more Portfolios 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 Turner
Partners and CCM.
Required Vote. Approval of a Proposal with respect to a Portfolio requires the
affirmative vote of a majority of the Shareholders of that Portfolio. However,
the reorganization is contingent upon, and will be effectuated only if, all
three Proposals are approved by the Shareholders of the respective Portfolios.
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 and broker non-votes 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.
Shareholder Proposals. The AIC 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
AIC Trust c/o SEI Investments Company, Legal Department, Oaks, Pennsylvania
19456.
Reports to Shareholders. The AIC Trust will furnish, without charge, a copy of
the most recent Annual Report to Shareholders of the AIC Trust and the most
recent Semi-Annual Report succeeding such Annual Report, if any, on request.
Requests should be directed to the AIC Trust at Oaks, Pennsylvania 19456, or by
calling 1-800-738-2922.
14
<PAGE>
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.
15
<PAGE>
EXHIBIT A
FORM OF AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
_______, 1997 (the "Agreement"), by and between The Advisors' Inner Circle Fund
(the "Trust"), a Massachusetts business trust, on behalf of the Clover Capital
Equity Value Portfolio, the Clover Capital Small Cap Value Portfolio and the
Clover Capital Fixed Income Portfolio (collectively, the "Acquired Funds"), and
TIP Funds ("TIP Funds") a Massachusetts business trust, on behalf of the Clover
Equity Value Fund, the Clover Small Cap Value Fund and the Clover 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, TIP Funds was organized under Massachusetts law as a business
trust under a Declaration of Trust dated January 26, 1996. TIP Funds is an
open-end management investment company registered under the 1940 Act. TIP Funds
has authorized capital consisting of an unlimited number of units of beneficial
interest with a par value of $.00001 of separate series of TIP Funds. Each of
the Acquiring Funds is a duly organized and validly existing series of the TIP
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, 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
A-1
<PAGE>
provided in this Agreement, and the corresponding Acquiring Funds shall acquire
all such assets, and shall assume all such liabilities of the corresponding
Acquired Funds, in exchange for delivery to the Acquired Funds by the
corresponding Acquiring Funds of a number of corresponding 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 corresponding 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 July 31, 1997, 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. TIP Funds is a business trust
duly organized and validly existing 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. TIP Funds is registered
under the 1940
A-2
<PAGE>
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 unaudited financial statements, if
any, of TIP Funds relating to the Acquiring Funds dated as of March 31,
1997 (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. TIP 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 TIP 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 date of the Statements and up 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. The TIP Funds' 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 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 Funds, under which no default exists, each of the
Acquiring Funds is not a party to or
A-3
<PAGE>
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 and validly existing 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, 1996, and the unaudited financial statements of the Acquired Funds
dated as of April 30, 1997 (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
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
A-4
<PAGE>
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 April 30, 1997, 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
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
A-5
<PAGE>
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 TIP Funds under the laws of the
Commonwealth of Massachusetts; (ii) TIP 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 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
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, 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.
A-6
<PAGE>
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 Shares and the assumption by the
Acquiring Funds of the corresponding Acquired Fund's
liabilities;
A-7
<PAGE>
(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 TIP 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 corresponding 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 June 20, 1997, 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 or by a resolution of the Board of Trustees of
TIP Funds, at any time prior to the Effective Time, if circumstances should
develop that, in the opinion of the respective 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 Commonwealth 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:
Barbara Nugent, Esq.
SEI Investments Company
One Freedom Valley Drive
Oaks, PA 19456
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. and Clover Capital Management, Inc. pursuant
to a separate agreement. 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; (vi)
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.
A-10
<PAGE>
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 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 TIP Funds, the Acquiring Funds, the
Trust 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 TIP
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, nor are they
binding upon the Trust's other officers and Trustees, 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
Clover Capital Equity Value Portfolio, the
Clover Capital Small Cap Value Portfolio and the
Clover Capital Fixed Income Portfolio
________________________ By:______________________________
Attest: TIP FUNDS, on behalf of its series, the
Clover Equity Value Fund, the Clover Small Cap
Value Fund and the Clover Fixed Income Fund
________________________ By:______________________________
A-11
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
Clover Capital Equity Value Portfolio
Special Meeting of the Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 10, 1997
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints David G. Lee, Kevin P. Robins and Todd
Cipperman as proxies and each of them, each with full power of
substitution, to vote at the Special Meeting of Shareholders of the Clover
Capital Equity Value Portfolio of The Advisors' Inner Circle Fund (the
"Trust") to be held in the offices of SEI Investments ("SEI"), Oaks,
Pennsylvania 19456, on Tuesday, June 10, 1997, at 3:00 p.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 Clover Capital Equity
Value Portfolio, and TIP Funds (the "TIP Funds"), on behalf of the Clover
Equity Value 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 Clover Capital Equity Value Portfolio,
and TIP Funds (the "TIP Funds"), on behalf of the Clover Equity
Value 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: ___________________, 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.
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
Clover Capital Small Cap Value Portfolio
Special Meeting of the Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 10, 1997
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee, Kevin P. Robins and Todd Cipperman as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Clover Capital Small Cap Value Portfolio
of The Advisors' Inner Circle Fund (the "Trust") to be held in the offices of
SEI Investments ("SEI"), Oaks, Pennsylvania 19456, on Tuesday, June 10, 1997, at
3:00 p.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 Clover Capital Small Cap Value
Portfolio, and the TIP Funds (the "TIP Funds"), on behalf of the Clover Small
Cap Value 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 Clover Capital Small Cap Value
Portfolio, and the TIP Funds (the "TIP Funds"), on behalf of the
Clover Small Cap Value 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: ___________________, 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.
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
Clover Capital Fixed Income Portfolio
Special Meeting of the Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 10, 1997
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee, Kevin P. Robins and Todd Cipperman as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Clover Capital Fixed Income Portfolio of
The Advisors' Inner Circle Fund (the "Trust") to be held in the offices of SEI
Investments ("SEI"), Oaks, Pennsylvania 19456, on Tuesday, June 10, 1997, at
3:00 p.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 Clover Capital Fixed Income
Portfolio, and the TIP Funds (the "TIP Funds"), on behalf of the Clover 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 Clover Capital Fixed Income Portfolio,
and the TIP Funds (the "TIP Funds"), on behalf of the Clover
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.
<PAGE>
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.
