HANCOCK HORIZON FAMILY OF FUNDS
PROSPECTUS
[JANUARY 31, 2001]
HANCOCK HORIZON GROWTH FUND
THE ARBOR FUND
TRUST CLASS, CLASS A AND CLASS C SHARES
ADVISED BY
HANCOCK BANK
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The information in the prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
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ABOUT THIS PROSPECTUS
The Hancock Horizon Family of Funds is a mutual fund family that offers
different classes of shares in separate investment portfolios (Hancock Horizon
Funds). The Hancock Horizon Funds have individual investment goals and
strategies. This prospectus gives you important information about the Trust
Class, Class A and Class C Shares of the Hancock Horizon Growth Fund (the
"Fund") that you should know before investing. Please read this prospectus and
keep it for future reference.
Trust Class, Class A and Class C Shares have different expenses and other
characteristics, allowing you to choose the class that best suits your needs.
You should consider the amount you want to invest, how long you plan to have it
invested, and whether you plan to make additional investments.
THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN
EASILY REVIEW THIS IMPORTANT INFORMATION. FOR MORE DETAILED INFORMATION ABOUT
THE FUND, PLEASE SEE:
PAGE
HANCOCK HORIZON GROWTH FUND......................................XXX
MORE INFORMATION ABOUT RISK......................................XXX
MORE INFORMATION ABOUT FUND INVESTMENTS..........................XXX
INVESTMENT ADVISER AND PORTFOLIO MANAGERS........................XXX
PURCHASING, SELLING AND EXCHANGING FUND SHARES...................XXX
DISTRIBUTION OF FUND SHARES......................................XXX
DIVIDENDS AND DISTRIBUTIONS......................................XXX
TAXES............................................................XXX
HOW TO OBTAIN MORE INFORMATION ABOUT THE
HANCOCK HORIZON FAMILY OF FUNDS..................... ........Back Cover
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HANCOCK HORIZON GROWTH FUND
FUND SUMMARY
INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS Large capitalization U.S. common stocks
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Investing in common stocks which the Adviser
believes have above average growth potential
based on its fundamental analysis
INVESTOR PROFILE Investors who seek long-term capital
appreciation who are willing to bear the risks
of investing in equity securities
INVESTMENT STRATEGY OF THE HANCOCK HORIZON GROWTH FUND
The Fund seeks capital appreciation by investing primarily (at least 65% of its
assets) in U.S. common stocks of companies with large market capitalizations (in
excess of $1 billion) whose sales and earnings are expected to grow at an above
average rate. The Adviser employs a strictly quantitative method of analysis in
its investment decision making. These measurable quantitative factors include
earnings surprise and estimate revision, relative price strength and return on
equity momentum, and relative price-to-earnings ratio and cash flow. The Adviser
attempts to keep a sector weighting similar to that of its benchmark, an
equal-weighted combination of the S&P 500 Index and the S&P MidCap 400 Index.
The Adviser continually monitors the Fund's portfolio and may sell a security
when it achieves a designated target price, there is a fundamental change in the
company's prospects or better investment opportunities become available.
PRINCIPAL RISKS OF INVESTING IN THE HANCOCK HORIZON GROWTH FUND
Since it purchases common stocks, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities will
fluctuate from day to day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments. The
prices of securities issued by such companies may suffer a decline in response.
These factors contribute to price volatility, which is the principal risk of
investing in the Fund.
The Fund is also subject to the risk that the Adviser's particular investment
style, which focuses on large capitalization stocks, may underperform other
segments of the equity markets or the equity markets as a whole.
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PERFORMANCE INFORMATION
The Fund is new and therefore did not have performance information at the time
this prospectus was printed.
FUND FEES AND EXPENSES
THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
TRUST CLASS SHARES CLASS A SHARES CLASS C SHARES
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases None 5.75% None
(as a percentage of offering price)*
Maximum Deferred Sales Charge (Load) None None None
(as a percentage of net asset value)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and None None None
other Distributions (as a percentage of offering price)
Redemption Fee (as a percentage of amount redeemed, if applicable)** None None 1.00%
Exchange Fee None None None
<FN>
* This sales charge varies depending upon how much you invest. See "Purchasing Fund Shares."
** This redemption fee is only applicable to shares sold within nine months of their purchase date.
This fee is not a sales charge and is payable directly to the Fund.
</FN>
</TABLE>
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
<TABLE>
<CAPTION>
TRUST CLASS SHARES CLASS A SHARES CLASS C SHARES
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Advisory Fees 0.80% 0.80% 0.80%
Distribution and Service (12b-1) Fees None None 0.75%
Other Expenses 0.35% 0.60% 0.60%
----- ----- -----
Total Annual Fund Operating Expenses 1.15%* 1.40%* 2.15%*
Fee Waivers and Expense Reimbursements 0.15% 0.15% 0.15%
Net Expenses 1.00% 1.25% 2.00%
--------------------------------------------------------------------------------------------------------------------
<FN>
* The Fund's Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating
expenses from exceeding the Net Expenses shown above for a period of one year from the date of this prospectus.
Other expenses are higher for Class A and Class C Shares due to shareholder services fees.
For more information about these fees, see "Investment Adviser" and "Distribution of Fund Shares."
</FN>
</TABLE>
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EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period.
The Example also assumes that each year your investment has a 5% return, Fund
operating expenses remain the same and you reinvest all dividends and
distributions. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS
TRUST CLASS SHARES $102 $350
CLASS A SHARES $671 $978
CLASS C SHARES $203 $658
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MORE INFORMATION ABOUT RISK
The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.
The Fund has its investment goal and strategies for reaching that goal. The
investment managers invest Fund assets in a way that they believe will help the
Fund achieve its goal. Still, investing in the Fund involves risk and there is
no guarantee that the Fund will achieve its goal. An investment manager's
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job an investment manager does, you could lose money on your investment in the
Fund, just as you could with other investments. A FUND SHARE IS NOT A BANK
DEPOSIT AND IT IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY GOVERNMENT
AGENCY.
The value of your investment in the Fund is based on the market prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities the Fund owns and the markets in which they trade. The
effect on the Fund of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.
EQUITY RISK -- Equity securities include public and privately issued equity
securities, common and preferred stocks, warrants, rights to subscribe to common
stock and convertible securities, as well as instruments that attempt to track
the price movement of equity indices. Investments in equity securities and
equity derivatives in general are subject to market risks that may cause their
prices to fluctuate over time. The value of securities convertible into equity
securities, such as warrants or convertible debt, is also affected by
prevailing interest rates, the credit quality of the issuer and any call
provision. Fluctuations in the value of equity securities in which a mutual
fund invests will cause a fund's net asset value to fluctuate. An investment
in a portfolio of equity securities may be more suitable for long-term
investors who can bear the risk of these share price fluctuations.
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MORE INFORMATION ABOUT FUND INVESTMENTS
In addition to the investments and strategies described in this prospectus, the
Fund also may invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in the Fund's Statement of
Additional Information.
The investments and strategies described in this prospectus are those that the
Adviser uses under normal conditions. During unusual economic or market
conditions, or for temporary defensive or liquidity purposes, the Fund may
invest up to 100% of its assets in cash or money market instruments that would
not ordinarily be consistent with the Fund's objectives. The Fund will do so
only if the Adviser believes that the risk of loss outweighs the opportunity for
capital gains. Of course, we cannot guarantee that the Fund will achieve its
investment goal.
INVESTMENT ADVISER
The Adviser makes investment decisions for the Fund and continuously reviews,
supervises and administers the Fund's investment program.
The Board of Trustees of the Hancock Horizon Family of Funds supervises the
Adviser and establishes policies that the Adviser must follow in its management
activities.
Hancock Bank serves as the Adviser to the Funds. Hancock Bank is headquartered
in Gulfport, Mississippi and has provided banking, trust and financial services
to individuals and businesses since 1899. As of [December 31, 2000], Hancock
Bank had approximately [$X.XX] billion in assets. The Adviser is entitled to
receive 0.80% of the Hancock Horizon Growth Fund's average daily net assets for
its investment advisory services, but may receive less due to its waivers.
ADDITIONAL COMPENSATION
Hancock Bank and its affiliates may act as fiduciary or provide services in
various non-fiduciary capacities with respect to plans subject to the Employee
Retirement Income Security Act of 1974 (ERISA) and other trust and agency
accounts that invest in the Fund. In addition to the compensation payable
directly by such accounts for fiduciary and non-fiduciary services, Hancock Bank
receives compensation for acting as the Fund's investment adviser and Hancock
Bank and its affiliates also receive compensation in connection with the
following:
CUSTODY SERVICES. Hancock Bank serves as custodian to the Fund, and for such
services is paid an annual fee payable from the Fund's assets of .03% of the
Fund's average daily net assets.
COMMISSIONS, DISTRIBUTION AND SERVICING FEES. Brokerage firms affiliated with
Hancock Bank, including Hancock Investment Services, Inc. (H.I.S., Inc.), acting
as dealer in connection with the sale of Class A Shares of the Fund will be
entitled to receive a commission of up to the entire amount of the sales charge.
In addition, to the extent that Class C Shares are held through Hancock Bank or
any of its affiliates providing custodial, brokerage or investment-related
services, including H.I.S., Inc., those entities may receive the distribution
and servicing fees, payable from the Fund's assets, applicable to that class of
shares.
H.I.S., Inc., member NASD and SIPC, is a wholly owned brokerage subsidiary of
Hancock Bank.
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TRANSFER AGENCY SERVICES. Hancock Bank provides transfer agency services to the
Fund. For providing these services, Hancock Bank is paid an annual fee payable
from the Fund's assets of $5,000 per class of the Fund.
SHAREHOLDER SERVICING FEES. To the extent that Class A or Class C Shares are
held through Hancock Bank or any of its affiliates providing custodial,
brokerage or investment-related services, including H.I.S., Inc., those entities
may receive shareholding servicing fees, payable from the Fund's assets, of up
to .25% of average daily net assets attributable to Class A and Class C Shares.
PORTFOLIO MANAGERS
David Lundgren Jr., CFA, will be primarily responsible for the day to day
management of the Fund. Mr. Lundgren serves as Director of Equities and Research
for Hancock Bank and is also responsible for managing the Hancock Horizon Growth
and Income Fund. Prior to joining Hancock Bank in 1998, he served in a similar
capacity for First Commerce Corporation. He has more than 10 years of investment
experience.
John Portwood, CFA, serves as Director of Trust Investments and Chief Investment
Strategist for Hancock Bank. Prior to joining Hancock Bank in 1998, Mr. Portwood
served in a similar capacity for First Commerce Corporation. He has more than
30 years of investment experience.
PURCHASING, SELLING AND EXCHANGING FUND SHARES
This section tells you how to purchase, sell (sometimes called "redeem") and
exchange Trust Class, Class A and Class C Shares of the Fund.
HOW TO PURCHASE FUND SHARES
You may buy shares through accounts with investment professionals and financial
institutions that are authorized to place trades in Fund shares for their
customers. If you invest through an authorized institution, you will have to
follow its procedures, which may be different from the procedures for investing
directly. Your investment professional or institution may charge a fee for its
services, in addition to the fees charged by the Fund. You will also generally
have to address your correspondence or questions regarding the Fund to your
institution.
GENERAL INFORMATION
You may purchase shares on any day that the New York Stock Exchange (NYSE) and
Hancock Bank are open for business (a Business Day). Shares cannot be purchased
by Federal Reserve Wire on days when either the NYSE or the Federal Reserve is
closed.
The Fund may reject any purchase order if it is determined that accepting the
order would not be in the best interests of the Fund or its shareholders.
The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Fund receives your purchase order plus, in the
case of Class A Shares, the applicable front-end sales charge.
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The Fund calculates its NAV once each Business Day at the regularly-scheduled
close of normal trading on the New York Stock Exchange (normally, 4:00 p.m.,
Eastern time). So, for you to receive the current Business Day's NAV, generally
the Fund must receive your purchase order before 4:00 p.m., Eastern time.
HOW WE CALCULATE NAV
NAV for one Fund share is the value of that share's portion of the net assets of
the Fund.
In calculating NAV, the Fund generally values its investment portfolio at market
price. If market prices are unavailable or the Fund thinks that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.
MINIMUM PURCHASES
To purchase shares of the Fund for the first time, you must invest at least:
CLASS DOLLAR AMOUNT
Class A Shares $1,000
Class C Shares $1,000
Your subsequent investments in the Fund must be made in amounts of at least
$500.
Trust Class Shares are for Hancock Bank's trust customers.
The Fund may accept investments of smaller amounts at its discretion.
SYSTEMATIC INVESTMENT PLAN
If you have a checking or savings account with a bank, you may purchase Class A
and Class C Shares automatically through regular deductions from your account in
amounts of at least $250 per month.
SALES CHARGES
FRONT-END SALES CHARGES -- CLASS A SHARES
The offering price of Class A Shares is the NAV next calculated after the Fund
receives your request, plus the front-end sales load.
The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:
<TABLE>
<CAPTION>
YOUR SALES CHARGE AS YOUR SALES CHARGE AS
A PERCENTAGE OF A PERCENTAGE OF YOUR
FUND IF YOUR INVESTMENT IS: OFFERING PRICE NET INVESTMENT
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
HANCOCK HORIZON GROWTH FUND LESS THAN $50,000 5.25% 5.54%
$50,000 BUT LESS THAN $100,000 4.50% 4.71%
$100,000 BUT LESS THAN $250,000 3.50% 3.63%
$250,000 BUT LESS THAN $500,000 2.50% 2.56%
$500,000 BUT LESS THAN $1,000,000 2.00% 2.04%
$1,000,000 AND OVER 0.00% 0.00%
</TABLE>
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WAIVER OF FRONT-END SALES CHARGE -- CLASS A SHARES
The front-end sales charge will be waived on Class A Shares purchased:
o through reinvestment of dividends and distributions;
o through a Hancock Investment Services asset allocation account;
o by persons repurchasing shares they redeemed within the last 30 days (see
Repurchase of Class A Shares);
o by investors who purchase shares with redemption proceeds (but only to the
extent of such redemption proceeds) from another investment company within 30
days of such redemption, provided that, the investors paid a front-end sales
charge on the original shares redeemed;
o by directors, employees, and members of their immediate family (living in
the same household), of Hancock Bank and its affiliates;
o by Trustees and officers of The Arbor Fund; or
o through dealers, retirement plans, asset allocation programs and financial
institutions that, under their dealer agreements with the Distributor or
otherwise, do not receive any portion of the front-end sales charge.
REPURCHASE OF CLASS A SHARES
You may repurchase any amount of Class A Shares of the Fund at NAV (without the
normal front-end sales charge), up to the limit of the value of any amount of
Class A Shares (other than those which were purchased with reinvested dividends
and distributions) that you redeemed within the past 30 days. In effect, this
allows you to reacquire shares that you may have had to redeem, without
re-paying the front-end sales charge. To exercise this privilege, the Fund must
receive your purchase order within 30 days of your redemption. In addition, you
must notify your investment professional or institution when you send in your
purchase order that you are repurchasing shares.
REDUCED SALES CHARGES -- CLASS A SHARES
RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this
right allows you to add the value of the Class A Shares you already own to the
amount that you are currently purchasing. The Fund will combine the value of
your current purchases with the current value of any Class A Shares you
purchased previously for (i) your account, (ii) your spouse's account, (iii) a
joint account with your spouse, or (iv) your minor children's trust or custodial
accounts. A trust purchasing shares for the same trust account, trust or estate
may also use this right of accumulation. The Fund will only consider the value
of Class A Shares purchased previously that were sold subject to a sales charge.
To be entitled to a reduced sales charge based on shares already owned, you must
ask us for the reduction at the time of purchase. You must provide the Fund with
your account number(s) and, if applicable, the account numbers for your spouse
and/or children (and provide the children's ages). The Fund may amend or
terminate this right of accumulation at any time.
LETTER OF INTENT. You may purchase Class A Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase Class
A Shares of a Fund over a 13-month period and receive the same sales charge as
if you had purchased all the shares at the same time. The Fund will only
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consider the value of Class A Shares sold subject to a sales charge. As a
result, shares of the Class A Shares purchased with dividends or distributions
will not be included in the calculation. To be entitled to a reduced sales
charge based on shares you intend to purchase over the 13-month period, you must
send the Fund a Letter of Intent. In calculating the total amount of purchases
you may include in your letter purchases made up to 90 days before the date of
the Letter. The 13-month period begins on the date of the first purchase,
including those purchases made in the 90-day period before the date of the
Letter. Please note that the purchase price of these prior purchases will not be
adjusted.
You are not legally bound by the terms of your Letter of Intent to purchase the
amount of your shares stated in the Letter. The Letter does, however, authorize
the Fund to hold in escrow 5.0% of the total amount you intend to purchase. If
you do not complete the total intended purchase at the end of the 13-month
period, the Fund's transfer agent will redeem the necessary portion of the
escrowed shares to make up the difference between the reduced rate sales charge
(based on the amount you intended to purchase) and the sales charge that would
normally apply (based on the actual amount you purchased).
COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, the Fund will combine same day purchases of Class A Shares
(that are subject to a sales charge) made by you, your spouse and your minor
children (under age 21). This combination also applies to Class A Shares you
purchase with a Letter of Intent.
GENERAL INFORMATION ABOUT SALES CHARGES
Your securities dealer is paid a commission when you buy your shares and is paid
a servicing fee as long as you hold your shares. Your securities dealer or
servicing agent may receive different levels of compensation depending on which
Class of shares you buy.
From time to time, some financial institutions, including brokerage firms
affiliated with the Adviser, may be reallowed up to the entire sales charge.
Firms that receive a reallowance of the entire sales charge may be considered
underwriters for the purpose of federal securities law.
The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide cash or non-cash
compensation as recognition for past sales or encouragement for future sales
that may include the following: merchandise, travel expenses, prizes, meals, and
lodgings, and gifts that do not exceed $100 per year, per individual.
HOW TO SELL YOUR FUND SHARES
If you own your shares through an account with an investment professional or
other institution, contact that investment professional or institution to sell
your shares. Your investment professional or institution may charge a fee for
its services, in addition to the fees charged by the Fund.
If you would like to sell $100,000 or more of your shares or wish to close your
account or send your sale proceeds to a third-party, please notify the Fund in
writing and include a signature guarantee by a bank or other financial
institution (a notarized signature is not sufficient). Additionally, a signature
guaranteed letter from you is required if your account registration has changed
in the previous 30 days, if funds are being sent to an address other than the
address of record, or if the check is made payable to someone other than the
account holder.
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The sale price of each share will be the next NAV determined after the Fund
receives your request.
Class C Shares will be subject to a 1.00% redemption fee if sold within nine
months of their purchase.
SYSTEMATIC WITHDRAWAL PLAN (CLASS A AND CLASS C SHARES ONLY)
If you have at least $10,000 in your account, you may use the systematic
withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $100 from the Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have a checking or
savings account with a bank, electronically transferred to your account.
RECEIVING YOUR MONEY
Normally, we will send your sale proceeds within seven days after we receive
your request. Your proceeds can be wired to your bank account (subject to a wire
fee) or sent to you by check. IF YOU RECENTLY PURCHASED YOUR SHARES BY CHECK OR
THROUGH ACH, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS
CLEARED (WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE).
REDEMPTIONS IN KIND
We generally pay sale (redemption) proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
Fund's remaining shareholders) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). It is highly unlikely that your shares would ever be
redeemed in kind, but if they were you would probably have to pay transaction
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.
INVOLUNTARY SALES OF YOUR SHARES
If your account balance drops below the required minimum you may be required to
sell your shares. The account balance minimums are:
CLASS DOLLAR AMOUNT
Class A Shares $1,000
Class C Shares $1,000
But, we will always give you at least 60 days' written notice to give you time
to add to your account and avoid the sale of your shares.
SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
The Fund may suspend your right to sell your shares during times when trading on
the NYSE is restricted or halted, or otherwise as permitted by the SEC. More
information about this is in our Statement of Additional Information.
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HOW TO EXCHANGE YOUR SHARES
You may exchange shares on any Business Day through your financial institution
by mail or telephone. Exchange requests must be for an amount of at least
$1,000.
You may exchange your shares up to 10 times during a calendar year. To avoid
excessive short-term trading or market timing activity, which can negatively
impact other shareholders, you may be charged a fee for each additional exchange
should you exchange your shares more than 10 times during a year. You will be
notified before any fee is charged.
IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH, YOU MAY NOT BE ABLE TO
EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS
FROM YOUR DATE OF PURCHASE). This exchange privilege may be changed or canceled
at any time upon 30 days' notice.
When you exchange shares, you are really selling your shares and buying other
Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after the Fund receives your exchange request.
TRUST CLASS SHARES
You may exchange Trust Class Shares of any Hancock Horizon Fund for Trust Class
Shares of any other Hancock Horizon Fund.
CLASS A SHARES
You may exchange Class A Shares of any Hancock Horizon Fund for Class A Shares
of any other Hancock Horizon Fund. If you exchange shares that you purchased
without a sales charge or with a lower sales charge into a Hancock Horizon Fund
with a sales charge or with a higher sales charge, the exchange is subject to an
incremental sales charge (E.G., the difference between the lower and higher
applicable sales charges). If you exchange shares into a Hancock Horizon Fund
with the same, lower or no sales charge there is no incremental sales charge for
the exchange.
CLASS C SHARES
You may exchange Class C Shares of any Hancock Horizon Fund for Class C Shares
of any other Hancock Horizon Fund.
TELEPHONE TRANSACTIONS
Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. Although the Fund has certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, the Fund is not responsible for any losses or costs incurred by
following telephone instructions we reasonably believe to be genuine. If you or
your financial institution transact with the Fund over the telephone, you will
generally bear the risk of any loss.
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DISTRIBUTION OF FUND SHARES
The Fund has adopted a distribution plan that allows Class C Shares of the Fund
to pay distribution and service fees for the sale and distribution of its
shares, and for services provided to shareholders. Because these fees are paid
out of the Fund's assets continuously, over time these fees will increase the
cost of your investment and may cost you more than paying other types of sales
charges. Distribution fees for Class C Shares, as a percentage of average daily
net assets are 0.75%.
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and distributes its income quarterly and makes distributions
of capital gains, if any, at least annually. If you own Fund shares on the
Fund's record date, you will be entitled to receive the distribution.
You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Fund in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after the Fund
receives your written notice. To cancel your election, simply send the Fund
written notice.
TAXES
PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Fund and its shareholders. This summary is based on current tax
laws, which may change.
The Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from the Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE OR EXCHANGE OF FUND SHARES IS A TAXABLE EVENT.
MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.
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HANCOCK HORIZON FAMILY OF FUNDS
INVESTMENT ADVISER
Hancock Bank
One Hancock Plaza
P.O. Box 4019
Gulfport, Mississippi 39502
DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
More information about the Fund is available without charge through the
following:
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI dated [January 31, 2001], includes detailed information about the
Hancock Horizon Family of Funds. The SAI is on file with the SEC and is
incorporated by reference into this prospectus. This means that the SAI, for
legal purposes, is a part of this prospectus.
ANNUAL AND SEMI-ANNUAL REPORTS
These reports list the Fund's holdings and contain information from the Fund's
managers about strategies, and recent market conditions and trends and their
impact on Fund performance. The reports also contain detailed financial
information about the Fund.
TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:
BY TELEPHONE: Call 1-800-738-2625, EXT. 7200
BY MAIL: Write to us
Hancock Trust Operations/Transfer Agent
301 Main Street
Baton Rouge, LA 70816
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FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about The Arbor Fund, from the EDGAR Database on
the SEC's website ("HTTP://WWW.SEC.GOV"). You may review and copy documents at
the SEC Public Reference Room in Washington, DC (for information on the
operation of the Public Reference Room, call 202-942-8090). You may request
documents by mail from the SEC, upon payment of a duplicating fee, by writing
to: Securities and Exchange Commission, Public Reference Section, Washington, DC
20549-0102. You may also obtain this information, upon payment of a duplicating
fee, by e-mailing the SEC at the following address: [email protected]. The
Arbor Fund's Investment Company Act registration number is 811-7102.
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HANCOCK HORIZON FAMILY OF FUNDS
TRUST:
THE ARBOR FUND
HANCOCK HORIZON GROWTH FUND
INVESTMENT ADVISER:
HANCOCK BANK
STATEMENT OF ADDITIONAL INFORMATION
This STATEMENT OF ADDITIONAL INFORMATION is not a prospectus. It is intended to
provide additional information about the activities and operations of the
Hancock Horizon Growth Fund (the "Fund"), an individual fund in a separate
series of funds of The Arbor Fund (the "Trust"). This Statement of Additional
Information should be read in conjunction with the Fund's Prospectus dated
[JANUARY 31, 2001]. The Prospectus may be obtained by calling 1-888-346-6300.
TABLE OF CONTENTS
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS........................S-2
INVESTMENT LIMITATIONS.......................................................S-8
THE ADVISER, TRANSFER AGENT AND CUSTODIAN...................................S-10
THE ADMINISTRATOR...........................................................S-11
THE DISTRIBUTOR.............................................................S-13
CODES OF ETHICS.............................................................S-13
INDEPENDENT PUBLIC ACCOUNTANTS..............................................S-14
LEGAL COUNSEL...............................................................S-14
TRUSTEES AND OFFICERS OF THE FUND...........................................S-14
PERFORMANCE INFORMATION.....................................................S-17
CALCULATION OF TOTAL RETURN.................................................S-17
PURCHASING SHARES...........................................................S-18
REDEEMING SHARES............................................................S-18
DETERMINATION OF NET ASSET VALUE............................................S-18
TAXES ......................................................................S-18
FUND TRANSACTIONS...........................................................S-21
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TRADING PRACTICES AND BROKERAGE.............................................S-21
DESCRIPTION OF SHARES.......................................................S-23
SHAREHOLDER LIABILITY.......................................................S-23
LIMITATION OF TRUSTEES' LIABILITY...........................................S-23
[January 31, 2001]
[fulfillment code]
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THE FUND AND THE TRUST
This Statement of Additional Information relates to the Hancock Horizon Growth
Fund (the "Fund"), a mutual fund in a series of mutual funds known as the
Hancock Horizon Family of Funds (the "Funds"). The Funds also include the
Treasury Securities Money Market Fund, Tax Exempt Money Market Fund, Strategic
Income Bond Fund and the Growth and Income Fund, and together, are a separate
series of The Arbor Fund (the "Trust"). The Trust is an open-end management
investment company established under Massachusetts law as a "Massachusetts
business trust" under an Agreement and Declaration of Trust dated as of July 24,
1992 (the "Declaration of Trust"). The Declaration of Trust permits the Trust to
offer separate series of units of beneficial interest ("shares") and different
classes of shares of each series. The Fund offers shares of the Trust, A and C
classes.
Each share of each class of the Fund represents an equal proportionate interest
in the Fund. SEE "Description of Shares."
The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.
The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management
services to the Trust.
INVESTMENT OBJECTIVE AND POLICIES OF THE FUND
HANCOCK HORIZON GROWTH FUND
The Hancock Horizon Growth Fund's investment objective is long-term capital
appreciation. This goal is fundamental and cannot be changed without the consent
of shareholders. There can be no assurance that the Fund will be able to achieve
its investment objective.
The Fund seeks capital appreciation by investing primarily (at least 65% of its
assets) in common stocks of U.S. companies with large capitalization (in excess
of $1 billion) whose sales and earnings are expected to grow at an above average
rate of return. The Fund will be as fully invested as practicable in common
stocks under normal conditions. The Fund may also purchase warrants, rights to
purchase common stocks, debt securities convertible to common stocks and
preferred stocks (together, "equity securities"). The Adviser employs a strictly
quantitative method of analysis in its investment decision making to choose
companies whose sales and earnings are expected to grow at an above average
rate. The Adviser's quantitative model screens the companies included in the S&P
500 Index and the S&P 400 MidCap Index and assigns weightings to the following
quantitative factors: 50% weighting to "earnings block" factors (such as
earnings surprise or estimate revision), 30% weighting to "momentum block"
factors (such as relative price strength or return on equity momentum), and 20%
weighting to "valuation block" factors (such as relative price-to-earnings ratio
and cash flow.) The Fund may invest in equity securities of foreign issuers
traded in the United States, including ADRs. The Fund may also invest in
securities issued by money market mutual funds for liquidity purposes.
Although not primary strategies employed by the Adviser in managing the Fund,
the Fund may engage in a number of investment practices in order to meet its
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investment objectives. In this regard, the Fund may invest in variable and
floating rate obligations, enter into forward commitments, purchase securities
on a when-issued basis and sell securities short against the box. The Fund may
also purchase put and call options and write covered call options on fixed
income and equity securities, and may enter into futures contracts (including
index futures contracts), purchase options on futures contracts, and lend its
securities.
For additional information regarding the permitted investments and investment
practices discussed above and the associated risks, SEE "Description of
Permitted Investments and Risk Factors."
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
The following are descriptions of the permitted investments and investment
practices discussed in the Fund's "Investment Objectives and Policies" section
and the associated risk factors. The Adviser will only invest in any of the
following instruments or engage in any of the following investment practices if
such investment or activity is consistent with and permitted by the Fund's
stated investment policies.
AMERICAN DEPOSITARY RECEIPTS ("ADRS") - ADRs are securities typically issued by
a U.S. financial institution. ADRs evidence ownership interests in a pool of
securities issued by a foreign issuer and deposited with the depositary.
Generally, ADRs are designed for trading in the U.S. securities market. ADRs may
be available for investment through "sponsored" or "unsponsored" facilities. A
sponsored facility is established jointly by the issuer of the security
underlying the receipt and a depositary, whereas an unsponsored facility may be
established by a depositary without participation by the issuer of the
underlying security. Holders of unsponsored depositary receipts generally bear
all the costs of the unsponsored facility. The depositary of an unsponsored
facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through, to the holders of the receipts, voting rights with respect to the
deposited securities.
BANK OBLIGATIONS - The Fund is not prohibited from investing in obligations of
banks that are clients of SEI Corporation ("SEI"). However, the purchase of
shares of the Fund by such banks or by their customers will not be a
consideration in determining which bank obligations the Fund will purchase. The
Fund will not purchase obligations of the Adviser.
BANKERS' ACCEPTANCES - Bankers' acceptances are bills of exchange or time drafts
drawn on and accepted by a commercial bank. Corporations finance the shipment
and storage of goods and furnish dollar exchange through the use of bankers'
acceptances. Maturities are generally six months or less.
BANK INVESTMENT CONTRACTS ("BICS") - BICs are contracts issued by U.S. banks and
savings and loan institutions. Pursuant to such contracts, the Fund makes cash
contributions to a deposit fund of the general account of the bank or savings
and loan institution. The bank or savings and loan institution then credits to
the Fund on a monthly basis guaranteed interest at either a fixed, variable or
floating rate. A BIC provides that this guaranteed interest will not be less
than a certain minimum rate. A BIC is a general obligation of the issuing bank
or savings and loan institution and not a separate account. The purchase price
paid for a BIC becomes part of the general assets of the issuer, and the
contract is paid at maturity from the general assets of the issuer.
BICs are generally not assignable or transferable without the permission of the
issuing bank or savings and loan institution. For this reason, an active
secondary market in BICs currently does not exist. Therefore, BICs are
considered to be illiquid investments.
CERTIFICATES OF DEPOSIT - Certificates of deposit are interest-bearing
instruments with a specific short-term maturity. They are issued by banks and
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savings and loan institutions in exchange for the deposit of funds and normally
can be traded in the secondary market prior to maturity. Certificates of deposit
with penalties for early withdrawal will be considered illiquid.
COMMERCIAL PAPER - Commercial paper is a term used to describe unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few to 270 days.
CONVERTIBLE SECURITIES - Convertible securities are corporate securities that
are exchangeable for a set number of another security at a pre-stated price.
Convertible securities typically have characteristics of both fixed income and
equity securities. Because of the conversion feature, the market value of
convertible securities tends to move together with the market value of the
underlying stock. The value of convertible securities is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions.
DERIVATIVES - Derivatives are securities that derive their value from other
securities. The following are considered derivative securities: options on
futures, futures, options (E.G., puts and calls), swap agreements,
mortgage-backed securities (CMOs, REMICS, IOs and Pos), when-issued securities
and forward commitments, floating and variable rate securities, convertible
securities, "stripped" U.S. Treasury securities (E.G., Receipts and STRIPs),
privately issued stripped securities (E.G., TGRs, TRs and CATS). SEE elsewhere
in this "Description of Permitted Investments" and "General Investment Policies
and Risk Factors" for discussion of these various instruments.
EQUITY SECURITIES - Equity securities include common stocks, preferred stocks,
warrants to acquire common stock, and securities convertible into common stock.
Investments in equity securities are subject to market risks that may cause
their prices to fluctuate over time. Changes in the value of portfolio
securities will not necessarily affect cash income derived from these securities
but will affect the Fund's net asset value.
FIXED INCOME SECURITIES - Fixed income securities include bonds, notes,
debentures and other interest-bearing securities that represent indebtedness.
The market value of the fixed income investments in which the Fund invests will
change in response to interest rate changes and other factors. During periods of
falling interest rates, the values of outstanding fixed income securities
generally rise. Conversely, during periods of rising interest rates, the values
of such securities generally decline. Moreover, while securities with longer
maturities tend to produce higher yields, the prices of longer maturity
securities are also subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies in the rating of any
fixed income security and in the ability of an issuer to make payments of
interest and principal also affect the value of these investments. Changes in
the value of these securities will not necessarily affect cash income derived
from these securities but will affect the Fund's net asset value.
FUTURES AND OPTIONS ON FUTURES - As consistent with the Fund's investment
objectives, the Fund may enter into futures contracts and options on futures
contracts traded on an exchange regulated by the Commodities Futures Trading
Commission ("CFTC") if, to the extent that such futures and options are not for
"bona fide hedging purposes" (as defined by the CFTC), the aggregate initial
margin and premiums on such positions (excluding the amount by which options are
in the money) do not exceed 5% of that Fund's net assets.
The Fund may buy and sell futures contracts and related options to manage its
exposure to changing interest rates and security prices. Some futures
strategies, including selling futures, buying puts and writing calls, reduce the
Fund's exposure to price fluctuations. Other strategies, including buying
futures, writing puts and buying calls, tend to increase market exposure.
Futures and options may be combined with each other in order to adjust the risk
and return characteristics of the overall portfolio. The Fund may invest in
futures and related options based on any type of security or index traded on
U.S. or foreign exchanges or over-the-counter, as long as the underlying
securities, or securities represented by an index, are permitted investments of
the Fund.
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Options and futures can be volatile instruments, and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges interest rates
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other instruments, or if it could not
close out its positions because of an illiquid secondary market.
In order to cover any obligations it may have under options or futures
contracts, the Fund will either own the underlying asset, have a contract to
acquire such an asset without additional cost or set aside, in a segregated
account, high quality liquid assets in an amount at least equal in value to such
obligations.
ILLIQUID SECURITIES - Illiquid securities are securities that cannot be disposed
of within seven business days at approximately the price at which they are being
carried on the Fund's books. An illiquid security includes a demand instrument
with a demand notice period exceeding seven days, if there is no secondary
market for such security and repurchase agreements of over seven days in length.
The Fund will not invest more than 15% of its net assets in such instruments.
TAXABLE MONEY MARKET SECURITIES - Money market securities are high-quality,
dollar-denominated, short-term debt instruments. They consist of: (i) bankers'
acceptances, certificates of deposits, notes and time deposits of highly-rated
U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations
and obligations issued or guaranteed by the agencies and instrumentalities of
the U.S. government; (iii) high quality commercial paper issued by U.S. and
foreign corporations; (iv) debt obligations with an original maturity of
one-year or less issued by corporations; and (v) repurchase agreements involving
any of the foregoing obligations entered into with highly-rated banks and
broker-dealers.
With respect to the Fund, money market securities are considered to include
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities; securities issued or guaranteed by non-U.S. governments,
which are rated at time of purchase A-2 or higher by S&P or P2 or higher by
Moody's, or are determined by the advisers to be of comparable quality;
repurchase agreements; certificates of deposit and bankers' acceptances issued
by banks or savings and loan associations having net assets of at least $500
million as of the end of their most recent fiscal year; high-grade commercial
paper; and other long-and short-term debt instruments which are rated at the
time of purchase A-2 or higher by S&P or P2 or higher by Moody's, and which,
with respect to such long-term debt instruments, are within 397 days of their
maturity, and have a long-term rating of BBB\Baa by Standard & Poor's and
Moody's respectively.
OPTIONS - Put and call options for various securities and indices are traded on
national securities exchanges. As consistent with the Fund's investment
objectives, options may be used by the Fund from time to time as the Adviser
deems to be appropriate. Options will generally be used for hedging purposes.
A put option gives the purchaser of the option the right to sell, and the writer
the obligation to buy, the underlying security at any time during the option
period. A call option gives the purchaser of the option the right to buy, and
the writer of the option the obligation to sell, the underlying security at any
time during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction." In
order to close out an option position, the Fund may enter into a "closing
transaction" - the sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the option contract
originally opened.
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Although the Fund may engage in option transactions as hedging transactions,
there are risks associated with such investments including the following: (i)
the success of a hedging strategy may depend on the ability of the Adviser to
predict movements in the prices of the individual securities, fluctuations in
markets and movements in interest rates; (ii) there may be an imperfect or no
correlation between the changes in market value of the securities held by the
Fund and the prices of options; (iii) there may not be a liquid secondary market
for options; and (iv) while the Fund will receive a premium when it writes
covered call options, it may not participate fully in a rise in the market value
of the underlying security. The Fund is permitted to engage in option
transactions with respect to securities that are permitted investments and
related indices. If the Fund writes call options, it will write only covered
call options.
The aggregate value of option positions may not exceed 10% of the Fund's net
assets as of the time such options are entered into by the Fund.
REPURCHASE AGREEMENTS - Repurchase agreements are agreements by which the Fund
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price on an agreed upon date within a number of days
from the date of purchase. Repurchase agreements must be fully collateralized at
all times. The Fund will have actual or constructive possession of the security
as collateral for the repurchase agreement. The Fund bears a risk of loss in the
event the other party defaults on its obligations and the Fund is delayed or
prevented from its right to dispose of the collateral securities or if the Fund
realizes a loss on the sale of the collateral securities. The Fund will enter
into repurchase agreements only with financial institutions deemed to present
minimal risk of bankruptcy during the term of the agreement based on established
guidelines. Repurchase agreements are considered loans under the 1940 Act.
RESTRICTED SECURITIES - Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933
or an exemption from registration. As consistent with the Fund's investment
objectives, the Fund may invest in Section 4(2) commercial paper. Section 4(2)
commercial paper is issued in reliance on an exemption from registration under
Section 4(2) of the Act and is generally sold to institutional investors who
purchase for investment. Any resale of such commercial paper must be in an
exempt transaction, usually to an institutional investor through the issuer or
investment dealers who make a market in such commercial paper. The Trust
believes that Section 4(2) commercial paper is liquid to the extent it meets the
criteria established by the Board of Trustees of the Trust. The Trust intends to
treat such commercial paper as liquid and not subject to the investment
limitations applicable to illiquid securities or restricted securities.
SECURITIES LENDING - As consistent with the Fund's investment objectives, the
Fund may engage in securities lending, under which securities are loaned
pursuant to agreements requiring that the loan be continuously secured by
collateral consisting of cash or securities of the U.S. government equal to at
least 100% of the market value of the securities lent. The Fund will continue to
receive interest on the securities lent while simultaneously earning interest on
the investment of cash collateral. Collateral is marked to market daily to
provide a level of collateral at least equal to the value of the securities
lent. There may be risks of delay in recovery of the securities or even loss of
rights in the collateral should the borrower of the securities fail financially
or become insolvent.
SHORT SALES - As consistent with the Fund's investment objectives, the Fund may
engage in short sales that are either "uncovered" or "against the box." A short
sale is "against the box" if at all times during which the short position is
open, the Fund owns at least an equal amount of the securities or securities
convertible into, or exchangeable without further consideration for, securities
of the same issue as the securities that are sold short.
Uncovered short sales are transactions under which the Fund sells a security it
does not own. To complete such a transaction, the Fund must borrow the security
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to make delivery to the buyer. The Fund then is obligated to replace the
security borrowed by purchasing the security at the market price at the time of
the replacement. The price at such time may be more or less than the price at
which the security was sold by the Fund. Until the security is replaced, the
Fund is required to pay the lender amounts equal to any dividends or interest
that accrue during the period of the loan. To borrow the security, the Fund also
may be required to pay a premium, which would increase the cost of the security
sold. The proceeds of the short sale will be retained by the broker, to the
extent necessary to meet margin requirements, until the short position is closed
out.
Until the Fund closes its short position or replaces the borrowed security, the
Fund will: (a) maintain a segregated account containing cash or liquid
securities at such a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the current value of
the security sold short; and (ii) the amount deposited in the segregated account
plus the amount deposited with the broker as collateral will not be less than
the market value of the security at the time the security was sold short, or (b)
otherwise cover the Fund's short position.
SWAPS, CAPS, FLOORS AND COLLARS - Interest rate swaps, mortgage swaps, currency
swaps and other types of swap agreements such as caps, floors and collars are
designed to permit the purchaser to preserve a return or spread on a particular
investment or portion of its portfolio, and to protect against any increase in
the price of securities, the Fund anticipates purchasing at a later date. In a
typical interest rate swap, one party agrees to make regular payments equal to a
floating interest rate times a "notional principal amount" in return for
payments equal to a fixed rate times the same amount for a specific period of
time. Swaps may also depend on other prices or rates such as the value of an
index or mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by the
other party.
Swap agreements will tend to shift the Fund's investment exposure from one type
of investment to another. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of the Fund's investment and its
share price and yield.
TIME DEPOSITS - Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it earns a
specified rate of interest over a definite period of time; however, it cannot be
traded in the secondary market. Time deposits with a withdrawal penalty or that
mature in more than seven days are considered to be illiquid securities.
U.S. GOVERNMENT AGENCY OBLIGATIONS - Obligations issued or guaranteed by
agencies of the U.S. government, including, but not limited to, the Federal Farm
Credit Bank, the Federal Housing Administration and the Small Business
Administration, and obligations issued or guaranteed by instrumentalities of the
U.S. government, including, among others, FHLMC, the Federal Land Banks and the
United States Postal Service. Some of these securities are supported by the full
faith and credit of the United States Treasury, others are supported by the
right of the issuer to borrow from the Treasury, while still others are
supported only by the credit of the instrumentality. Guarantees of principal by
agencies or instrumentalities of the U.S. government may be a guarantee of
payment at the maturity of the obligation so that in the event of a default
prior to maturity there might not be a market and thus no means of realizing on
the obligation prior to maturity. Guarantees as to the timely payment of
principal and interest do not extend to the value or yield of these securities
nor to the value of the Fund's shares.
U.S. TREASURY AND U.S. GOVERNMENT AGENCY SECURITIES - Any guarantee by the U.S.
government of the securities in which the Fund invests guarantees only the
payment of principal and interest on the guaranteed security and does not
guarantee the yield or value of that security or the yield or value of shares of
the Fund.
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U.S. TREASURY OBLIGATIONS - U.S. Treasury obligations consist of bills, notes
and bonds issued by the U.S. Treasury and separately traded interest and
principal component parts of such obligations that are transferable through the
Federal book-entry system known as Separately Traded Registered Interest and
Principal Securities ("STRIPs").
VARIABLE AND FLOATING RATE INSTRUMENTS - Certain of the obligations purchased by
the Fund may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. Such instruments bear interest at rates that are not fixed,
but which vary with changes in specified market rates or indices. The interest
rates on these securities may be reset daily, weekly, quarterly or some other
reset period, and may have a floor or ceiling on interest rate changes. There is
a risk that the current interest rate on such obligations may not accurately
reflect existing market interest rates. A demand instrument with a demand notice
exceeding seven days may be considered illiquid if there is no secondary market
for such securities.
WARRANTS - Warrants are instruments giving holders the right, but not the
obligation, to buy shares of a company at a given price during a specified
period.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES - When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
To the extent required by the 1940 Act, the Fund will maintain with the
custodian a separate account with liquid high-grade debt securities or cash in
an amount at least equal to these commitments. The interest rate realized on
these securities is fixed as of the purchase date and no interest accrues to the
Fund before settlement. These securities are subject to market fluctuation due
to changes in market interest rates and it is possible that the market value at
the time of settlement could be higher or lower than the purchase price if the
general level of interest rates has changed. Although the Fund generally
purchases securities on a when-issued or forward commitment basis with the
intention of actually acquiring securities for its portfolio, the Fund may
dispose of a when-issued security or forward commitment prior to settlement if
deems it appropriate.
INVESTMENT LIMITATIONS
FUNDAMENTAL POLICIES
The following investment limitations are fundamental policies of the Fund.
Fundamental policies cannot be changed without the consent of the holders of a
majority of the Fund's outstanding shares. The term "majority of the outstanding
shares" means the vote of (i) 67% or more of the Fund's shares present at a
meeting, if more than 50% of the outstanding shares of that Fund are present or
represented by proxy, or (ii) more than 50% of the Fund's outstanding shares,
whichever is less.
The Fund may not:
1. Purchase securities of any issuer (except securities issued or
guaranteed by the United States, its agencies or instrumentalities and
repurchase agreements involving such securities) if, as a result, more
than 5% of the total assets of the Fund would be invested in the
securities of such issuer or more than 10% of the outstanding voting
securities of such issuer would be owned by the Fund on the last day of
each fiscal quarter. This restriction applies to 75% of the Fund's
assets.
2. Purchase any securities that would cause more than 25% of the total
assets of the Fund to be invested in the securities of one or more
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issuers conducting their principal business activities in the same
industry. This limitation does not apply to (i) investments in the
obligations issued or guaranteed by the U.S. government or its agencies
and instrumentalities, and (ii) repurchase agreements involving such
securities.
For purposes of this limitation (i) utility companies will be divided
according to their services, for example, gas, gas transmission,
electric and telephone will each be considered a separate industry;
(ii) financial service companies will be classified according to the
end users of their services, for example, automobile finance, bank
finance and diversified finance will each be considered a separate
industry; (iii) supranational entities will be considered to be a
separate industry; and (iv) asset-backed securities secured by distinct
types of assets, such as truck and auto loan leases, credit card
receivables and home equity loans, will each be considered a separate
industry.
3. 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 that either obligate the Fund to purchase securities or
require the Fund to segregate assets are not considered to be
borrowing. Asset coverage of at least 300% is required for all
borrowing, except where the Fund has borrowed money for temporary
purposes in an amount not exceeding 5% of its total assets.
4. Make loans if, as a result, more than 33 1/3% of its total assets would
be lent to other parties, except that the Fund may (i) purchase or hold
debt instruments in accordance with its investment objectives and
policies; (ii) enter into repurchase agreements; and (iii) lend its
securities.
5. Act as an underwriter of securities of other issuers except as it may
be deemed an underwriter in selling a portfolio security.
6. Issue senior securities (as defined in the 1940 Act) except as
permitted by rule, regulation or order of the SEC.
NON-FUNDAMENTAL POLICIES
The following investment policies are non-fundamental policies of the Fund's and
may be changed with respect to the Fund by the Board of Trustees.
The Fund may not:
1. Invest in illiquid securities in an amount exceeding, in the aggregate,
15% of that Fund's net assets.
2. Purchase securities on margin or effect short sales, except that the
Fund may (i) obtain short-term credits as necessary for the clearance
of security transactions; (ii) provide initial and variation margin
payments in connection with transactions involving futures contracts
and options on such contracts; and (iii) 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.
3. Purchase securities of other investment companies except as permitted
by the 1940 Act, the rules and regulations thereunder or pursuant to an
exemption therefrom.
4. The Fund will not purchase securities while its borrowing exceeds 5% of
its total assets.
S-8
<PAGE>
5. Purchase or sell real estate, real estate limited partnership
interests, physical commodities or commodities contracts except that
the Fund may purchase commodities contracts relating to financial
instruments, such as financial futures contracts and options on such
contracts.
The foregoing percentages are: (i) based on total assets (except for the
limitation on illiquid securities which is based on net assets); (ii) will apply
at the time of purchase of a security; and (iii) shall not be considered
violated unless an excess or deficiency occurs or exists immediately after as a
result of a purchase of a security.
THE ADVISER, TRANSFER AGENT AND CUSTODIAN
ADVISORY SERVICES - The Trust and Hancock Bank (the "Adviser") have entered into
an advisory agreement (the "Advisory Agreement") dated as of May 31, 2000 with
respect to the Funds. The Advisory Agreement provides that the Adviser shall not
be protected against any liability to the Trust or its shareholders by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.
The continuance of the Advisory Agreement, after the first two years, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. An Advisory Agreement
will terminate automatically in the event of its assignment, and is terminable
at any time without penalty by the Trustees of the Trust or, with respect to the
Funds by a majority of the outstanding shares of the appropriate Funds, on not
less than 30 days' nor more than 60 days' written notice to the Adviser, or by
the Adviser on 90 days' written notice to the Trust.
Hancock Bank is a wholly owned subsidiary of Hancock Bank Holding Company, a
bank holding company headquartered in Gulfport, Mississippi. Hancock Bank's
banking activities date to 1899 when Hancock Bank opened its doors in Bay St.
Louis with a capitalization of $10,000. As of [DECEMBER 31, 2000], Hancock Bank
had total consolidated assets of approximately $[XX] billion and operates [97]
banking offices in the States of Mississippi and Louisiana. It offers
commercial, consumer and mortgage loans, deposit services, as well as trust and
fiduciary services, to individuals and middle market businesses in its
respective market areas.
The Bank's Trust & Financial Services Group provides investment management
services, personal trust, employee benefit, corporate trust and wealth
management services. The Trust and Financial Services Group employs
approximately [80] people and have approximately $[2.5 BILLION] in assets.
The Adviser is entitled to receive 0.80% of the Hancock Horizon Growth Fund's
average daily net assets for its investment advisory services, but may receive
less due to waivers.
TRANSFER AGENCY SERVICES - Hancock Bank also serves as the Fund's transfer agent
under a Transfer Agency and Service Agreement dated May 31, 2000. Hancock Bank
receives an annual fee of $5,000 per class of each Fund under the Transfer
Agency and Service Agreement.
CUSTODIAN SERVICES - Hancock Bank acts as custodian (the "Custodian") of the
Trust. The Custodian holds cash, securities and other assets of the Trust as
required by the 1940 Act. Under the Custody Agreement dated May 31, 2000, the
Trust shall pay Hancock Bank at an annual rate, based on each Fund's average
daily net assets, of 0.03%, subject to a minimum of $250 per month per Fund.
SHAREHOLDER SERVICES - The Fund and Hancock Bank have also entered into a
shareholder servicing agreement pursuant to which Hancock Bank provides certain
S-9
<PAGE>
shareholder services to Class A, Class C, and Institutional Sweep shareholders
(the "Service Plan"). Under the Service Plan, Hancock Bank may perform, or may
compensate other service providers, including Hancock Investment Services, Inc.,
for performing, the following shareholder services: maintaining client accounts;
arranging for bank wires; responding to client inquiries concerning services
provided on investments; assisting clients in changing dividend options, account
designations and addresses; sub-accounting; providing information on share
positions to client; forwarding shareholder communications to clients;
processing purchase, exchange and redemption orders; and processing dividend
payments. Under the Service Plan, the Fund may pay Hancock Bank a fee at a rate
of up to 0.25% annually of the average daily net assets of the Fund attributable
to Class A, Class C and Institutional Sweep Shares, respectively, subject to the
arrangement for provision of shareholder and administrative services. Hancock
Bank may retain as a profit any difference between the fee it receives and the
amount it pays to third parties.
THE ADMINISTRATOR
SEI Investments Mutual Funds Services (the "Administrator") serves as the
administrator of the Trust. The Administrator provides the Trust with
administrative services, including regulatory reporting and all necessary office
space, equipment, personnel and facilities. For these administrative services,
the Administrator is entitled to a fee, which is detailed below in the following
schedule:
--------------------------------------------------------------------------------
Fee (as a percentage of aggregate
average annual assets) Aggregate Trust Assets
--------------------------------------------------------------------------------
0.15% First $100 million
--------------------------------------------------------------------------------
0.125% Next $250 million
--------------------------------------------------------------------------------
0.10% Next $400 million
--------------------------------------------------------------------------------
0.08% Over $750 million
--------------------------------------------------------------------------------
The foregoing fee is subject to an annual minimum as follows:
The Trust's cumulative minimum annual fee for the initial four Funds:
$250,000 in the first year, broken down as follows:
$200,000* in the first six months (calculated on an annualized basis)
$300,000 in the next six months (calculated on an annualized basis)
$300,000 in the second year
$400,000 in years three, four and five
* Minimums during the first six months of this Agreement will accrue each month,
and, if not paid monthly, the total amount due for the six months will be paid
in full in the seventh month.
A maximum of five new Funds (in addition to the original four as noted above)
may be opened and applied to the cumulative pricing model during the original
five-year term. The following sets forth the cumulative minimum annual fee for
the Trust for the specified number of Funds:
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<PAGE>
--------------------------------------------------------------------------------
Year 1 Year 2 Year 3 and After
--------------------------------------------------------------------------------
5 Funds** $350,000 $400,000 $500,000
--------------------------------------------------------------------------------
6 Funds $475,000 $525,000 $625,000
--------------------------------------------------------------------------------
7 Funds $625,000 $675,000 $775,000
--------------------------------------------------------------------------------
8 Funds $800,000 $850,000 $950,000
--------------------------------------------------------------------------------
9 Funds $1,000,000 $1,050,000 $1,150,000
--------------------------------------------------------------------------------
** The Hancock Horizon Growth Fund is the fourth Fund.
For the tenth Fund and each Fund opened thereafter, the Trust will pay a minimum
fee of $75,000 per Fund in addition to the cumulative minimum set forth above.
The minimum annual fee for each additional class of Shares of a Fund established
after the initial three (3) classes of Shares per Fund is $10,000.
The Trust will be separately charged $6 per call for each incoming and outgoing
investor service call. Further, if the Trust opens a Fund or a class directed
toward retail investors, the Trust will use the Administrator's Voice Response
Unit at the then-prevailing fee.
The Administration Agreement provides that the Administrator shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Trust in connection with the matters to which the Administration Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Administrator in the performance of its duties or
from reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect with respect to the Funds until
May 31, 2005 and shall continue in effect for successive periods of three years
unless terminated by either party on not less than 90 days' written notice to
the other party.
The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Administrator. SEI Investments and its
subsidiaries and affiliates, including the Administrator, are leading providers
of funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors, and
money managers. The Administrator and its affiliates also serve as administrator
or sub-administrator to the following other mutual funds including, but without
limitation: The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha
Select Funds, Amerindo Funds Inc., ARK Funds, Armada Funds, The Armada Advantage
Fund, Bishop Street Funds, CNI Charter Funds, CUFUND, The Expedition Funds,
First American Funds, Inc., First American Investment Funds, Inc., First
American Strategy Funds, Inc., First Omaha Funds, Inc., Friends Ivory Funds,
HighMark Funds, Huntington Funds, Huntington VA Funds, iShares Inc., iShares
Trust, JohnsonFamily Funds, Inc., The Nevis Fund, Inc., Oak Associates Funds,
The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI
Asset Allocation Trust, Pitcairn Funds, SEI Daily Income Trust, SEI Index Funds,
SEI Institutional Inter-national Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP
Funds, UAM Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II.
S-11
<PAGE>
THE DISTRIBUTOR
SEI Investments Distribution Co. (the "Distributor"), a wholly owned subsidiary
of SEI, and the Trust are parties to a distribution agreement dated May 31, 2000
("Distribution Agreement"). The Distribution Agreement is renewable annually.
The Distribution Agreement may be terminated by the Distributor, by a majority
vote of the Trustees who are not interested persons and have no financial
interest in the Distribution Agreement or by a majority of the outstanding
shares of the Trust upon not more than 60 days' written notice by either party
or upon assignment by the Distributor.
THE DISTRIBUTION PLAN
The Distribution Plan (the "Plan") provides that Class C Shares of the Fund will
pay the Distributor a fee of .75% of the average daily net assets of the shares.
Under the Plan, the Distributor may make payments pursuant to written agreements
to financial institutions and intermediaries such as banks, savings and loan
associations, insurance companies including, without limit, investment
counselors, broker-dealers and the Distributor's affiliates and subsidiaries
(collectively, "Agents") as compensation for services, reimbursement of expenses
incurred in connection with distribution assistance. The Plan is characterized
as a compensation plan since the distribution fee will be paid to the
Distributor without regard to the distribution expenses incurred by the
Distributor or the amount of payments made to other financial institutions and
intermediaries. The Trust intends to operate the Plan in accordance with its
terms and with the NASD rules concerning sales charges.
The Trust has adopted the Plan in accordance with the provisions of Rule 12b-1
under the 1940 Act, which regulates circumstances under which an investment
company may directly or indirectly bear expenses relating to the distribution of
its shares. Continuance of the Plan must be approved annually by a majority of
the Trustees of the Trust and by a majority of the Trustees who are not parties
to the Distribution Agreement or interested persons (as defined by the 1940 Act)
of any party to the Distribution Agreement ("Qualified Trustees"). The Plan
requires that quarterly written reports of amounts spent under the Plan and the
purposes of such expenditures be furnished to and reviewed by the Trustees. The
Plan may not be amended to increase materially the amount that may be spent
thereunder without approval by a majority of the outstanding shares of the Fund.
All material amendments of the Plan will require approval by a majority of the
Trustees of the Trust and of the Qualified Trustees.
CODES OF ETHICS
The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the Investment Company Act of 1940. In addition, the Advisor and
Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of
Ethics (each a "Code" and together the "Codes") apply to the personal investing
activities of trustees, officers and certain employees ("access persons"). Rule
17j-1 and the Codes are designed to prevent unlawful practices in connection
with the purchase or sale of securities by access persons. Under each Code,
access persons are permitted to engage in personal securities transactions, but
are required to report their personal securities transactions for monitoring
purposes. The Codes further require certain access persons to obtain approval
before investing in initial public offerings and limited offerings. Copies of
these Codes of Ethics are on file with the Securities and Exchange Commission,
and are available to the public.
S-12
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
[TBD] serves as independent public accountants for the Trust.
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP serves as legal counsel to the Trust.
TRUSTEES AND OFFICERS OF THE FUND
The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management
services to the Trust. The Trust pays the fees for unaffiliated Trustees.
The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select
Funds, Amerindo Funds Inc., ARK Funds, Armada Funds, The Armada Advantage Fund,
Bishop Street Funds, CNI Charter Funds, CUFUND, The Expedition Funds, First
American Funds, Inc., First American Investment Funds, Inc., First American
Strategy Funds, Inc., First Omaha Funds, Inc., Friends Ivory Funds, HighMark
Funds, Huntington Funds, Huntington VA Funds, iShares Inc., iShares Trust,
JohnsonFamily Funds, Inc., The Nevis Fund, Inc., Oak Associates Funds, The PBHG
Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset
Allocation Trust, Pitcairn Funds, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Inter-national Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP
Funds, UAM Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II., each of which
is an open-end management investment company managed by SEI Investments Mutual
Funds Services or its affiliates and distributed by SEI Investments Distribution
Co.
ROBERT A. NESHER (DOB 08/17/46) -- Chairman of the Board of Trustees* --
Currently performs various services on behalf of SEI Investments for which Mr.
Nesher is compensated. Executive Vice President of SEI Investments, 1986-1994.
Director and Executive Vice President of the Administrator and the Distributor,
1981-1994. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, Bishop
Street Funds, Boston 1784 Funds(R), The Expedition Funds, Oak Associates Funds,
Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional International Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.
JOHN T. COONEY (DOB 01/20/27) -- Trustee** -- Vice Chairman of Ameritrust Texas
N.A., 1989-1992, and MTrust Corp., 1985-1989. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund, The Expedition Funds and Oak Associates Funds.
WILLIAM M. DORAN (DOB 05/26/40) -- Trustee* -- 1701 Market Street, Philadelphia,
PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust,
SEI Investments, the Administrator and the Distributor. Director of SEI
Investments since 1974; Secretary of SEI Investments since 1978. Trustee of The
Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, Oak
Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional International Trust, SEI Institutional Investments
S-13
<PAGE>
Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.
ROBERT A. PATTERSON (DOB 11/05/27) -- Trustee** -- Pennsylvania State
University, Senior Vice President, Treasurer (Emeritus); Financial and
Investment Consultant, Professor of Transportation since 1984; Vice
President-Investments, Treasurer, Senior Vice President (Emeritus), 1982-1984.
Director, Pennsylvania Research Corp.; Member and Treasurer, Board of Trustees
of Grove City College. Trustee of The Advisors' Inner Circle Fund, The Arbor
Fund, The Expedition Funds and Oak Associates Funds.
EUGENE B. PETERS (DOB 06/03/29) -- Trustee** -- Private investor from 1987 to
present. Vice President and Chief Financial Officer, Western Company of North
America (petroleum service company), 1980-1986. President of Gene Peters and
Associates (import company), 1978-1980. President and Chief Executive Officer of
Jos. Schlitz Brewing Company before 1978. Trustee of The Advisors' Inner Circle
Fund, The Arbor Fund, The Expedition Funds and Oak Associates Funds.
JAMES M. STOREY (DOB 04/12/31) -- Trustee** -- Partner, Dechert Price & Rhoads,
September 1987 - December 1993; Trustee of The Advisors' Inner Circle Fund, The
Arbor Fund, The Expedition Funds, Oak Associates Funds, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International
Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Insurance Products Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
GEORGE J. SULLIVAN, JR. (DOB 11/13/42) -- Trustee**-- Chief Executive Officer,
Newfound Consultants Inc. since April 1997. General Partner, Teton Partners,
L.P., June 1991- December 1996; Chief Financial Officer, Noble Partners, L.P.,
March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc.,
since 1991; Trustee, Navigator Securities Lending Trust, since 1995. Trustee of
The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, Oak
Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional International Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.
JAMES R. FOGGO (DOB 06/30/64) -- President -- Vice President and Assistant
Secretary of SEI Investments since 1998. Vice President and Assistant Secretary
of the Administrator and the Distributor since May 1999. Associate, Paul Weiss,
Rifkind, Wharton & Garrison (law firm), 1998. Associate, Baker & McKenzie (law
firm), 1995-1998. Associate, Battle Fowler L.L.P. (law firm), 1993-1995.
Operations Manager, The Shareholder Services Group, Inc., 1986-1990.
TIMOTHY D. BARTO (DOB 03/28/68) -- Vice President and Assistant Secretary
--Employed by SEI Investments since October 1999. Vice President and Assistant
Secretary of the Administrator and Distributor since December 1999. Associate at
Dechert Price & Rhoads, 1997-1999. Associate, at Richter, Miller & Finn,
1994-1997.
TODD B. CIPPERMAN (DOB 02/14/66) -- Vice President and Assistant Secretary --
Senior Vice President and General Counsel of SEI Investments; Senior Vice
President, General Counsel and Secretary of the Administrator and the
Distributor since 2000. Vice President and Assistant Secretary of SEI
Investments, the Administrator and the Distributor, 1995-2000. Associate, Dewey
Ballantine (law firm), 1994-1995. Associate, Winston & Strawn (law firm),
1991-1994.
S-14
<PAGE>
LYDIA A. GAVALIS (DOB 06/05/64) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI Investments, t he Administrator
and the Distributor since 1998. Assistant General Counsel and Director of
Arbitration, Philadelphia Stock Exchange, 1989-1998.
KATHY HEILIG (DOB 12/21/58) -- Vice President and Assistant Secretary --
Treasurer of SEI Investments since 1997; Vice President of SEI Investments since
1991. Vice President and Treasurer of the Administrator since 1997. Assistant
Controller of SEI Investments and Vice President of the Distributor since 1995;
Director of Taxes of SEI Investments, 1987 to 1991. Tax Manager, Arthur Andersen
LLP prior to 1987.
CHRISTINE M. MCCULLOUGH (DOB 12/02/60) -- Vice President and Assistant Secretary
-- Employed by SEI Investments since November 1, 1999. Vice President and
Assistant Secretary of the Administrator and the Distributor since December
1999. Associate at White and Williams LLP, 1991-1999. Associate at Montgomery,
McCracken, Walker & Rhoads, 1990-1991.
WILLIAM E. ZITELLI, JR. (DOB 6/14/68) - Vice President and Secretary - Vice
President and Assistant Secretary of the Administrator and Distributor since
August 2000. Vice President, Merrill Lynch & Co. Asset Management Group (1998 -
2000). Associate at Pepper Hamilton LLP (1997-1998). Associate at Reboul,
MacMurray, Hewitt, Maynard & Kristol (1994 - 1997).
ROBERT J. DELLACROCE (DOB 12/17/63) -- Controller and Chief Financial Officer --
Director, Funds Administration and Accounting of the Administrator since 1994.
Senior Audit Manager, Arthur Andersen LLP, 1986 - 1994.
JOHN H. GRADY, JR. (DOB 06/01/61) -- Secretary -- 1701 Market Street,
Philadelphia, PA 19103, Partner since 1995, Morgan, Lewis & Bockius LLP (law
firm), counsel to the Trust, SEI Investments, the Administrator and the
Distributor.
RICHARD W. GRANT (DOB 10/25/45) _ Assistant Secretary _ 1701 Market Street,
Philadelphia, PA 19103-2921. Partner, Morgan, Lewis & Bockius LLP (law firm),
counsel to the Trust, the Administrator and the Distributor.
* Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Fund as that term is defined in the 1940 Act.
** Messrs. Cooney, Patterson, Peters and Storey serve as members of the Audit
Committee of the Fund.
The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees.
S-15
<PAGE>
The following table exhibits Trustee compensation for the fiscal period ended
January 31, 2000.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Aggregate
Compensation Total Compensation From
From Registrant for Pension or Retirement Estimated Registrant and Fund Complex
the Fiscal Year Benefits Accrued as Annual Benefits Paid to Trustees for the Fiscal
Name of Person Ended 1/31/00 Part of Fund Expenses Upon Retirement Year Ended 1/31/00*
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Cooney $6,079 N/A N/A $6,079 for service on 1 board
-------------------------------------------------------------------------------------------------------------------------
Robert Patterson $7,443 N/A N/A $7,443 for service on 1 board
-------------------------------------------------------------------------------------------------------------------------
Eugene B. Peters $6,079 N/A N/A $6,079 for service on 1 board
-------------------------------------------------------------------------------------------------------------------------
James M. Storey $6,079 N/A N/A $6,079 for service on 1 board
-------------------------------------------------------------------------------------------------------------------------
George J. Sullivan $6,079 N/A N/A $6,079 for service on 1 board
-------------------------------------------------------------------------------------------------------------------------
William M. Doran $0 N/A N/A $0 for service on 1 board
-------------------------------------------------------------------------------------------------------------------------
Robert A. Nesher $0 N/A N/A $0 for service on 1 board
-------------------------------------------------------------------------------------------------------------------------
<FN>
* For the purposes of this table, the Trust is the only investment company in the Fund Complex.
</FN>
</TABLE>
PERFORMANCE INFORMATION
From time to time, the Trust may advertise total return of the Fund. These
figures will be based on historical earnings and are not intended to indicate
future performance. No representation can be made concerning actual future
returns.
The Fund may periodically compare its performance to other mutual funds tracked
by mutual fund rating services, to broad groups of comparable mutual funds, or
to unmanaged indices. These comparisons may assume reinvestment of dividends but
generally do not reflect deductions for administrative and management costs.
CALCULATION OF TOTAL RETURN
The total return of the Fund refers to the average compounded rate of return to
a hypothetical investment for designated time periods (including, but not
limited to, the period from which the Fund commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period. In particular, total return will be calculated according to the
following formula: P (1 + T)n = ERV, where P = a hypothetical initial payment of
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value, as of the end of the designated time period, of a hypothetical
$1,000 payment made at the beginning of the designated time period.
S-16
<PAGE>
PURCHASING SHARES
Purchases and redemptions may be made through the Distributor on a day on which
the New York Stock Exchange and Hancock Bank are open for business (a "Business
Day"). Shares of the Fund are offered on a continuous basis. Currently, the Fund
is closed for business when the following holidays are observed: New Year's Day,
Martin Luther King Jr. Day, President's Day, the Tuesday before Ash Wednesday
("Mardi Gras"), Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas.
REDEEMING SHARES
It is currently the Trust's policy to pay all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by the Fund in
lieu of cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions. The Trust has obtained an
exemptive order from the SEC that permits the Trust to make in-kind redemptions
to those shareholders of the Trust that are affiliated with the Trust solely by
their ownership of a certain percentage of the Trust's investment portfolios.
A Shareholder will at all times be entitled to aggregate cash redemptions from
the Fund during any 90-day period of up to the lesser of $250,000 or 1% of the
Trust's net assets.
The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
the disposal or valuation of the Fund's securities is not reasonably
practicable, or for such other periods as the SEC has by order permitted. The
Trust also reserves the right to suspend sales of shares of the Fund for any
period during which the New York Stock Exchange, the Adviser, the Administrator,
the Transfer Agent and/or the Custodian are not open for business.
Trading takes place in various markets on days that are not Business Days and
the Fund's net asset values are not calculated. As a result, events affecting
the values of the Fund's securities that occur between the time their prices are
determined and the close of the NYSE will not be reflected in the Fund's
calculation of net asset values unless the Adviser determines that the
particular event may materially affect net asset value, in which case an
adjustment will be made.
DETERMINATION OF NET ASSET VALUE
The securities of the Fund are valued by the Administrator pursuant to
valuations provided by an independent pricing service. The pricing service
relies primarily on prices of actual market transactions as well as trader
quotations. However, the service may also use a matrix system to determine
valuations of fixed income securities, which system considers such factors as
security prices, yields, maturities, call features, ratings and developments
relating to specific securities in arriving at valuations. The procedures of the
pricing service and its valuations are reviewed by the officers of the Trust
under the general supervision of the Trustees.
TAXES
The following is only a summary of certain additional federal income tax
considerations generally affecting the Fund and its shareholders that are not
described in the Fund's prospectus. No attempt is made to present a detailed
S-17
<PAGE>
explanation of the tax treatment of the Fund or its shareholders, and the
discussion here and in the Fund's prospectus is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisors with
specific reference to their own tax situations, including their state and local
tax liabilities.
FEDERAL INCOME TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS
The following general discussion of certain federal income tax consequences is
based on the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder as in effect on the date of this Statement of
Additional Information. New legislation, as well as administrative changes or
court decisions, may significantly change the conclusions expressed herein, and
may have a retroactive effect with respect to the transactions contemplated
herein.
QUALIFICATION AS REGULATED INVESTMENT COMPANY
The Fund intends to qualify and elect to be treated as a "regulated investment
company" ("RIC") as defined under Subchapter M of the Code. By following such a
policy, the Fund expects to eliminate or reduce to a nominal amount the federal
taxes to which it may be subject.
In order to qualify as a RIC, the Fund must distribute at least 90% of its net
investment income (which includes dividends, taxable interest, and the excess of
net short-term capital gains over net long-term capital losses less operating
expenses) and at least 90% of its net tax exempt interest income, for each tax
year, if any, to its shareholders and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of
the Fund's gross income each taxable year must be derived from dividends,
interest, payments with respect to securities loans and gains from the sale or
other disposition of stock or securities, or certain other income; (ii) at the
close of each quarter of the Fund's taxable year, at least 50% of the value of
its total assets must be represented by cash and cash items, U.S. government
securities, securities of other RICs and other securities, with such other
securities limited, in respect to any one issuer, to an amount that does not
exceed 5% of the value of the Fund's assets and that does not represent more
than 10% of the outstanding voting securities of such issuer; and (iii) at the
close of each quarter of the Fund's taxable year, not more than 25% of the value
of its assets may be invested in securities (other than U.S. government
securities or the securities of other RICs) of any one issuer or of two or more
issuers that the Fund controls and that are engaged in the same, similar or
related trades or business.
Although the Fund intends to distribute substantially all of its net investment
income and may distribute its capital gains for any taxable year, the Fund will
be subject to federal income taxation to the extent any such income or gains are
not distributed.
If a Fund fails to qualify for any taxable year as a RIC, all of its taxable
income will be subject to tax at regular corporate income tax rates without any
deduction for distributions to shareholders, and such distributions generally
will be taxable to shareholders as ordinary dividends to the extent of the
Fund's current and accumulated earnings and profits. In this event,
distributions generally will be eligible for the dividends-received deduction
for corporate shareholders. The Board of Trustees reserves the right to cause a
Fund to qualify as a RIC if it feels that such treatment is in the shareholders'
best interest.
FUND DISTRIBUTIONS
Distributions of investment company taxable income will be taxable to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in additional shares, to the extent of the Fund's
earnings and profits. The Fund anticipates that it will distribute substantially
all of its investment company taxable income for each taxable year.
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The Fund may either retain or distribute to shareholders its excess of net
long-term capital gains over net short-term capital losses (net capital gains).
If such gains are distributed as a capital gains distribution, they are taxable
to shareholders who are individuals at long-term capital gains rates regardless
of the length of time the shareholder has held shares. If any such gains are
retained, the Fund will pay federal income tax thereon.
In the case of corporate shareholders, distributions (other than capital gains
distributions) from a RIC, generally qualify for the dividends-received
deduction only to the extent of the gross amount of qualifying dividends
received by a portfolio for the year. Generally, and subject to certain
limitations, a dividend will be treated as a qualifying dividend if it has been
received from a domestic corporation. Accordingly, such distributions will
generally qualify for the corporate dividends-received deduction.
Ordinarily, investors should include all dividends as income in the year of
payment. However, dividends declared payable to shareholders of record in
October, November or December of one year, but paid in January of the following
year, will be deemed for tax purposes to have been received by the shareholder
and paid by the Fund in the year in which the dividends were declared.
The Fund will provide a statement annually to shareholders as to the federal tax
status of distributions paid (or deemed to be paid) by the Fund during the year,
including the amount of dividends eligible for the corporate dividends-received
deduction.
SALE OR EXCHANGE OF FUND SHARES
Generally, gain or loss on the sale or exchange of a share will be capital gain
or loss that will be long-term if the share has been held for more than twelve
months and otherwise will be short-term. However, if a shareholder realizes a
loss on the sale, exchange or redemption of a share held for six months or less
and has previously received a capital gains distribution with respect to the
share (or any undistributed net capital gains of the Fund with respect to such
share are included in determining the shareholder's long-term capital gains),
the shareholder must treat the loss as a long-term capital loss to the extent of
the amount of the prior capital gains distribution (or any undistributed net
capital gains of the Fund that have been included in determining such
shareholder's long-term capital gains). In addition, any loss realized on a sale
or other disposition of shares will be disallowed to the extent an investor
repurchases (or enters into a contract or option to repurchase) shares within a
period of 61 days (beginning 30 days before and ending 30 days after the
disposition of the shares). This loss disallowance rule will apply to shares
received through the reinvestment of dividends during the 61-day period.
In certain cases, the Fund will be required to withhold, and remit to the United
States Treasury, 31% of any distributions paid to a shareholder who (1) has
failed to provide a correct taxpayer identification number, (2) is subject to
backup withholding by the Internal Revenue Service, or (3) has failed to certify
to the Fund that such shareholder is not subject to backup withholding.
FEDERAL EXCISE TAX
If the Fund fails to distribute in a calendar year at least 98% of its ordinary
income for the year and 98% of its capital gain net income (the excess of short
and long term capital gains over short and long term capital losses) for the
one-year period ending October 31 of that year (and any retained amount from the
prior calendar year), the Fund will be subject to a nondeductible 4% federal
excise tax on the undistributed amounts. The Fund intends to make sufficient
distributions to avoid imposition of this tax, or to retain, at most its net
capital gains and pay tax thereon.
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STATE AND LOCAL TAXES
The Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the Fund to
shareholders and the ownership of shares may be subject to state and local
taxes.
FUND TRANSACTIONS
The Fund has no obligation to deal with any broker-dealer or group of
broker-dealers in the execution of transactions in portfolio securities. Subject
to policies established by the Trustees of the Trust, the Adviser is responsible
for placing the orders to execute transactions for the Fund. In placing orders,
it is the policy of the Trust to seek to obtain the best net results taking into
account such factors as price (including the applicable dealer spread), the
size, type and difficulty of the transaction involved, the firm's general
execution and operational facilities and the firm's risk in positioning the
securities involved. While the Adviser generally seeks reasonably competitive
spreads or commissions, the Fund will not necessarily be paying the lowest
spread or commission available.
The money market instruments in which the Fund invests are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded
over-the-counter, but may be traded on an exchange. Where possible, the Adviser
will deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
instruments are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes. The cost of executing portfolio
securities transactions of the Fund will primarily consist of dealer spreads and
underwriting commissions.
TRADING PRACTICES AND BROKERAGE
The Trust selects brokers or dealers to execute transactions for the purchase or
sale of Fund securities on the basis of its judgment of their professional
capability to provide the service. The primary consideration is to have brokers
or dealers provide transactions at best price and execution for the Trust. Best
price and execution includes many factors, including the price paid or received
for a security, the commission charged, the promptness and reliability of
execution, the confidentiality and placement accorded the order and other
factors affecting the overall benefit obtained by the account on the
transaction. The Trust's determination of what are reasonably competitive rates
is based upon the professional knowledge of its trading department as to rates
paid and charged for similar transactions throughout the securities industry. In
some instances, the Trust pays a minimal share transaction cost when the
transaction presents no difficulty. Some trades are made on a net basis where
the Trust either buys securities directly from the dealer or sells them to the
dealer. In these instances, there is no direct commission charged but there is a
spread (the difference between the buy and sell price) which is the equivalent
of a commission.
The Trust may allocate some or all commission brokerage business generated by
the Trust and accounts under management by the Adviser, to brokers or dealers
who provide brokerage and research services. These research services include
advice, either directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities or purchasers or sellers of securities;
furnishing of analyses and reports concerning issuers, securities or industries;
providing information on economic factors and trends, assisting in determining
portfolio strategy, providing computer software used in security analyses, and
providing portfolio performance evaluation and technical market analyses. Such
services are used by the Adviser in connection with its investment
decision-making process with respect to one or more funds and accounts managed
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by it, and may not be used exclusively with respect to the fund or account
generating the brokerage.
As provided in the Securities Exchange Act of 1934 (the "1934 Act"), higher
commissions may be paid to broker-dealers who provide brokerage and research
services than to broker-dealers who do not provide such services if such higher
commissions are deemed reasonable in relation to the value of the brokerage and
research services provided. Although transactions are directed to broker-dealers
who provide such brokerage and research services, the Trust believes that the
commissions paid to such broker-dealers are not, in general, higher than
commissions that would be paid to broker-dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In addition, Fund transactions that generate
commissions or their equivalent are directed to broker-dealers who provide daily
portfolio pricing services to the Trust. Subject to best price and execution,
commissions used for pricing may or may not be generated by the funds receiving
the pricing service.
The Adviser may place a combined order for two or more accounts or funds engaged
in the purchase or sale of the same security if, in its judgment, joint
execution is in the best interest of each participant and will result in best
price and execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or fund. It is believed that the ability
of the accounts to participate in volume transactions will generally be
beneficial to the accounts and funds. Although it is recognized that, in some
cases, the joint execution of orders could adversely affect the price or volume
of the security that a particular account or the Fund may obtain, it is the
opinion of the Adviser and the Trust's Board of Trustees that the advantages of
combined orders outweigh the possible disadvantages of separate transactions.
Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, a Trust, at the
request of the Distributor, gives consideration to sales of shares of the Trust
as a factor in the selection of brokers and dealers to execute Trust portfolio
transactions.
The Adviser may, consistent with the interest of the Fund, select brokers on the
basis of the research services they provide to the Adviser. Such services may
include analyses of the business or prospects of a company, industry or economic
sector, or statistical and pricing services. Information so received by the
Adviser will be in addition to and not in lieu of the services required to be
performed by the Adviser under the Advisory Agreement. If, in the judgment of
the Adviser, the Fund or other accounts managed by the Adviser will be benefited
by supplemental research services, the Adviser is authorized to pay brokerage
commissions to a broker furnishing such services which are in excess of
commissions which another broker may have charged for effecting the same
transaction. These research services include advice, either directly or through
publications or writings, as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; furnishing of analyses and
reports concerning issuers, securities or industries; providing information on
economic factors and trends; assisting in determining portfolio strategy;
providing computer software used in security analyses; and providing portfolio
performance evaluation and technical market analyses. The expenses of the
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to the Fund or account generating the brokerage, and there can be
no guarantee that the Adviser will find all of such services of value in
advising the Fund.
It is expected that the Fund may execute brokerage or other agency transactions
through the Distributor, which is a registered broker-dealer, for a commission
in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC.
Under these provisions, the Distributor is permitted to receive and retain
compensation for effecting portfolio transactions for the Fund on an exchange if
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a written contract is in effect between the Distributor and the Trust expressly
permitting the Distributor to receive and retain such compensation. These rules
further require that commissions paid to the Distributor by the Fund for
exchange transactions not exceed "usual and customary" brokerage commissions.
The rules define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." The Trustees, including
those who are not "interested persons" of the Trust, have adopted procedures for
evaluating the reasonableness of commissions paid to the Distributor and will
review these procedures periodically.
The Adviser may place portfolio orders with qualified broker-dealers who
recommend the Fund's shares to clients, and may, when a number of brokers and
dealers can provide best net results on a particular transaction, consider such
recommendations by a broker or dealer in selecting among broker-dealers.
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and shares of the Fund, each of which represents an equal
proportionate interest in the portfolio with each other share. Shares are
entitled upon liquidation to a pro rata share in the net assets of the
portfolio. Shareholders have no preemptive rights. The Declaration of Trust
provides that the Trustees of the Trust may create additional series of shares.
All consideration received by the Fund for shares of any additional series and
all assets in which such consideration is invested would belong to that series
and would be subject to the liabilities related thereto. Share certificates
representing shares will not be issued.
SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Trust were held to be a partnership, the
possibility of the shareholders incurring financial loss for that reason appears
remote because the Trust's Declaration of Trust contains an express disclaimer
of shareholder liability for obligations of the Trust and requires that notice
of such disclaimer be given in each agreement, obligation or instrument entered
into or executed by or on behalf of the Trust or the Trustees, and because the
Declaration of Trust provides for indemnification out of the Fund property for
any shareholder held personally liable for the obligations of the Trust.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee shall be liable only for his or
her own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Fund will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
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