<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1999
1933 Act File No. 333-________
1940 Act File No. 811-8046
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. / /
Post-Effective Amendment No. / /
(Check appropriate box or boxes)
BERGER INVESTMENT PORTFOLIO TRUST
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(Exact Name of Registrant as Specified in Charter)
210 University Boulevard, Suite 900, Denver, Colorado 80206
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (303) 329-0200
-----------------------------
Gerard M. Lavin, 210 University Boulevard, Suite 900, Denver, CO 80206
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.
It is proposed that this filing will become effective on May 16, 1999, pursuant
to Rule 488.
Title of Securities Being Registered: Shares of Beneficial Interest of
the Berger
------------------------------------------
Information Technology Fund - Institutional Shares
- --------------------------------------------------------------------------------
No filing fee is due because Registrant has previously registered an indefinite
number of shares of beneficial interest pursuant to Rule 24f-2 under the
Investment Company Act of 1940.
<PAGE>
BERGER INVESTMENT PORTFOLIO TRUST
SHARES OF BENEFICIAL INTEREST
CROSS-REFERENCE SHEET PURSUANT TO RULE 481
I. Berger Information Technology Fund - Institutional Shares
Item No. and Caption in Form N-14 Section Heading
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Part A. Prospectus
----------
1. Beginning of Registration Cover pages of Proxy Statement/Prospectus
Statement and Outside Front
cover page of Prospectus
2. Beginning and Outside Back Page immediately following the front cover
Cover Page of Prospectus page of the Prospectus
3. Fee Table, Synopsis Why Has a Shareholders' Meeting Been Called?
Information and Risk Factors How and When Will the Reorganization Be
Implemented?
What Will I Get in the Reorganization?
What Changes Will Result from the
Reorganization?
Who Will Manage the Fund's Portfolio
Following the Reorganization?
Who Is Berger?
How Does the New Fund Compare to the Fund?
What are the Principal Risks of Investing in
the New Fund?
4. Information About the How and When Will the Reorganization Be
Transaction Implemented?
What Will I Get in the Reorganization?
Why Has a Shareholders' Meeting Been Called?
What are the Expected Federal Income Tax
Consequences of the Reorganization?
How Does the New Fund Compare to the Fund? -
Shareholders' Rights
How Will the New Fund Be Capitalized?
5. Information About the
Registrant How Does the New Fund Compare to the Fund?
Organization of the New Fund
Preliminary Prospectus of the New Fund --
Institutional Shares, incorporated by
reference into the Proxy Statement/Prospectus
6. Information About the Company How Does the New Fund Compare to the Fund?
Being Acquired Prospectus of the Fund, incorporated by
reference into the Proxy Statement/Prospectus
7. Voting Information Cover page of Proxy Statement/Prospectus
No Dissenters' Rights of Appraisal
Solicitation of Proxies
Vote Required
Quorum and Voting
Organization of the New Fund
Principal Holders of Voting Securities
<PAGE>
8. Interest of Certain Persons Not Applicable
and Experts
9. Additional Information Not Applicable
Required for Reoffering by
Persons Deemed to be
Underwriters
Part B. STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Front cover page of Statement of Additional
Information
11. Table of Contents Table of Contents on front cover page of
Statement of Additional Information
12. Additional Information about Preliminary Statement of Additional
the Registrant Information of the New Fund -- Institutional
Shares, incorporated by reference into the
Statement of Additional Information in N-14
13. Additional Information about Statement of Additional Information of the
the Company Being Acquired Fund, incorporated by reference into the
Statement of Additional Information in N-14
14. Financial Statements Financial Statements in the Annual Report to
Shareholders of the Fund dated February 28,
1999, incorporated by reference into the
Statement of Additional Information in N-14
Part C.
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of Form N-14.
<PAGE>
THE FOLLOWING ITEMS ARE HEREBY INCORPORATED BY REFERENCE:
From Post-Effective Amendment No. 20 of the Berger Investment Portfolio Trust,
filed April 16, 1999 (SEC File No. 33-69460) and scheduled to become effective
on June 30, 1999:
Preliminary Prospectus for Berger Information Technology Fund --
Institutional Shares, dated ____________, 1999
Preliminary Statement of Additional Information for Berger Information
Technology Fund -- Institutional Shares, dated ____________, 1999
From Post-Effective Amendment No. 26 of Advisors Series Trust, filed June 29,
1998 (SEC File No. 333-17391):
Prospectus for InformationTech 100-Registered Trademark- Fund, dated June
29, 1998
Statement of Additional Information for InformationTech 100-Registered
Trademark- Fund, dated June 29, 1998
As previously sent to shareholders of the InformationTech 100-Registered
Trademark- Fund and filed with the SEC pursuant to Rule 30b2-1:
Financial Statements and schedules of the InformationTech 100-Registered
Trademark- Fund, as contained in the Annual Report to Shareholders of the
InformationTech 100-Registered Trademark- Fund for the fiscal year ended
February 28, 1999
<PAGE>
PART A. PROSPECTUS
<PAGE>
BAY ISLE FINANCIAL CORPORATION
160 SANSOME STREET
SAN FRANCISCO, CA 94104
Dear Shareholders of the InformationTech 100 Fund:
A Special Meeting of Shareholders of the InformationTech 100-Registered
Trademark- Fund of the Advisors Series Trust has been scheduled for
[____________],[ ___________] [____], 1999. At the meeting, you will be asked
to vote on a proposal to reorganize the Fund into the newly created Berger
Information Technology Fund and become part of the Berger Funds family of mutual
funds. More detail concerning the proposal is contained in the accompanying
documents.
The reorganization is expected to result in:
- - LOWER EXPENSE RATIOS RESULTING FROM ECONOMIES OF SCALE. In the initial
stages following the reorganization, operating costs that you will bear
indirectly as a shareholder of the Berger Information Technology Fund will
be no higher than you currently bear as a shareholder of the Fund.
Moreover, we expect that these costs will drop over time, in part because
of the distribution capabilities offered by the Berger Funds, which we hope
will help us grow the Fund's size and decrease the costs borne by each
dollar invested in the Fund.
- - ADDED SHAREHOLDER SERVICES that the Fund does not currently offer, such as
the ability to exchange your shares into shares of other Berger Funds and
enhanced telephone and on-line transaction privileges.
Note that the Berger Information Technology Fund will not be required to
invest at least 75% of its assets in companies comprising the INFORMATIONWEEK
100-Registered Trademark- Index as is currently the case with the
InformationTech 100-Registered Trademark- Fund. However, the Fund's focus on
"information technology" companies will continue. Moreover, the Fund's
day-to-day investment manager will not change as a result of the reorganization.
Bill Schaff at Bay Isle Financial Corporation will handle stock selection for
the Berger Information Technology Fund, as he does today for the Fund. Bill
does not expect his approach to stock selection for the portfolio to materially
change as a result of the reorganization.
If the reorganization is approved and completed, each shareholder of the
Fund will receive a number of shares of Berger Information Technology Fund equal
in dollar value to the shares of the Fund owned by the shareholder at the time
of the reorganization. The reorganization is expected to be tax-free for
federal income tax purposes.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, PLEASE SIGN THE ENCLOSED PROXY AND RETURN IT AS SOON AS POSSIBLE IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE. THE FUND'S BOARD OF TRUSTEES RECOMMENDS
THAT YOU VOTE "FOR" THE PROPOSED REORGANIZATION.
Accompanying this letter is a Summary of Key Points and a Proxy
Statement/Prospectus, which you should consider carefully before voting. Please
do not hesitate to call 1-800-733-8481 ext. 403 if you have any questions about
the proxy solicitation. Thank you for taking the time to consider this
important proposal and for your investment in the Fund.
Sincerely,
Gary G. Pollock
President
<PAGE>
SUMMARY OF KEY POINTS IN THE
ENCLOSED PROXY STATEMENT/PROSPECTUS
YOU MAY FIND THIS SUMMARY OF KEY POINTS HELPFUL IN UNDERSTANDING THE
PENDING PROPOSAL. YOU ARE ENCOURAGED TO READ THE ACCOMPANYING MATERIALS BEFORE
MAKING YOUR FINAL DECISION.
Q. WHY DID YOU SEND ME THE PROXY STATEMENT/PROSPECTUS?
A. Because you are being asked to vote on a proposed reorganization of the
Fund into the newly created Berger Information Technology Fund, part of the
Berger Funds family of mutual funds. The enclosed document is referred to
as a Proxy Statement/Prospectus because it serves as a Proxy Statement for
the InformationTech 100-Registered Trademark- Fund shareholder vote and as
a Prospectus for the Berger Information Technology Fund shares you would
receive in the reorganization if shareholders vote to approve the proposal.
Q. HOW WILL THE REORGANIZATION WORK?
A. Fund shareholders will simply and effectively be converted into
shareholders of the Berger Information Technology Fund. A more technical
explanation is the Fund will transfer all of its assets and all of its
liabilities to the Berger Information Technology Fund in return for shares
of the Berger Information Technology Fund having equal value. The Fund
will then distribute the Berger Information Technology Fund shares it
receives to its shareholders in a liquidating distribution. Shareholders
will receive in the reorganization shares from the "Institutional Shares"
class of the Berger Information Technology Fund.
Q. WHY WOULD I GET "INSTITUTIONAL SHARES" IN THE NEW BERGER FUND?
A. The Institutional Shares will have a lower expense ratio than the other
class of shares (called Investor Shares), because Institutional Shares will
not bear a 0.25% 12b-1 distribution fee that will be borne by the Investor
Shares. As a result, the Institutional Shares will more closely resemble
the shares of the Fund you currently own.
Even though the Institutional Shares class has higher minimum account
balance requirements for new investors, you as existing Fund shareholders
who receive shares in the reorganization will be permitted to hold and
purchase more Institutional Shares in any existing accounts as you may
wish, and will not be subject to the minimum account balance requirements
applicable to new holders of Institutional Shares.
Q. HOW WILL THIS AFFECT MY ACCOUNT?
A. The value of your shares will remain the same after the reorganization.
However, following the reorganization, you will be a shareholder of the
Berger Information Technology Fund in the Berger Funds family of funds,
rather than a shareholder in the Fund. Unless you tell us otherwise, your
current account registration (including your distribution options) will be
carried over to the Berger Information Technology Fund. If you hold your
shares through a mutual fund supermarket, such as Schwab or Waterhouse
Securities, Inc., you will be able to continue holding your shares there,
since the Berger Funds participate in these and other major fund
supermarkets.
Q. WHY DO I NEED TO VOTE?
A. Your vote is needed to ensure that the proposal can be properly acted on at
the shareholder meeting. Your immediate response on the enclosed Proxy
card will help prevent the need for any further solicitations for a
shareholder vote. We encourage all shareholders to participate.
-1-
<PAGE>
Q. HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?
A. After careful consideration, the Advisors Series Trust Board of Trustees
recommends that you vote "FOR" the proposed reorganization because it
believes the reorganization is in the best interests of shareholders and
may lower the Fund's expense ratios over time.
Q. WHO IS PAYING FOR EXPENSES RELATED TO THE SHAREHOLDER MEETING?
A. Berger Associates, Inc., the investment advisor of the Berger Funds, has
agreed to pay or otherwise bear the costs of the Proxy
Statement/Prospectus, the meeting and completion of the reorganization.
Neither you as a shareholder nor the Fund will bear any of those costs.
Q. WHERE DO I MAIL MY PROXY CARD?
A. You may use the enclosed postage-paid envelope or mail your Proxy card to:
INFORMATIONTECH 100 FUND
c/o ADP Investor Communications
P.O. Box 9143
Farmingdale, NY 11735
Please be sure to mark and sign your Proxy card before mailing.
Q. WHO SHOULD I CALL IF I HAVE QUESTIONS?
A. Your questions about the proxy solicitation can be directed to
1-800-733-8481 ext. 403 during regular business hours, Monday through
Friday.
-2-
<PAGE>
INFORMATIONTECH 100-Registered Trademark- FUND
160 SANSOME STREET
SAN FRANCISCO, CA 94104
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD [______________], 1999
A special meeting of the shareholders of the InformationTech 100-Registered
Trademark- Fund (the Fund), a series of Advisors Series Trust, a Delaware
business trust, will be held at 10:00 a.m. (local time), at the office of the
Fund, 160 Sansome Street, San Francisco, California, on [____________], 1999,
for the purpose of voting on the following proposal (the Proposal), and to
transact such other business as may properly come before the special meeting or
any adjournment thereof:
PROPOSAL 1: To approve a proposed Reorganization of the Fund by which:
(i) the Fund would be reorganized from a series of the Advisors
Series Trust into the Berger Information Technology Fund
(the New Fund), a newly organized series of the Berger
Investment Portfolio Trust,
(ii) the Fund would transfer to the New Fund all or substantially
all of its assets in exchange for Institutional Shares of
the New Fund and assumption of the Fund's liabilities, and
(iii) the New Fund Institutional Shares would be distributed to
shareholders of the Fund in complete liquidation of the
Fund.
YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE 'FOR' THE PROPOSAL.
By Order of the Board of Trustees,
Chris O. Moser
[_________], 1999 Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING STAMPED ENVELOPE. IN ORDER TO
AVOID UNNECESSARY DELAY, WE ASK YOUR COOPERATION IN MAILING THE PROXY PROMPTLY.
IF YOU DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
<PAGE>
ACQUISITION OF THE ASSETS OF
INFORMATIONTECH 100-Registered Trademark- FUND
(A SERIES OF ADVISORS SERIES TRUST)
BY AND IN EXCHANGE FOR SHARES OF
BERGER INFORMATION TECHNOLOGY FUND-TM-
(A SERIES OF BERGER INVESTMENT PORTFOLIO TRUST)
PROXY STATEMENT/PROSPECTUS
DATED [_______________], 1999
This Proxy Statement/Prospectus is being furnished in connection with the
solicitation of the enclosed Proxy by the Board of Trustees of Advisors Series
Trust (AST), to be used at the Special Meeting of Shareholders of the series of
AST known as the InformationTech 100-Registered Trademark- Fund (the Fund) to be
held on [________________], 1999, at 10:00 a.m. (local time), at the office of
the Fund, 160 Sansome Street, San Francisco, California, for the purposes set
forth in the accompanying Notice of Special Meeting of Shareholders, as further
described below. This document is referred to as a Proxy Statement/Prospectus
because it serves as a Proxy Statement for the solicitation of Proxies for the
Fund shareholder meeting and as a Prospectus for the Berger Information
Technology Fund-TM- (the New Fund) shares that Fund shareholders would receive
in the reorganization if the Proposal is approved.
Fund shareholders of record at the close of business on [____________],
1999 (the Record Date), are entitled to attend and to vote at the meeting and at
any and all adjournments of the meeting. On the Record Date, there were
outstanding [_________] shares of the Fund, the only outstanding shares of AST
entitled to vote at the meeting. Each proposal and each item of other business
which may properly come before the meeting will be voted on separately.
Shareholders entitled to vote at the meeting will be entitled to one vote for
each full share and a fractional vote for each fractional share.
If the accompanying form of Proxy is properly executed, returned in time to
be voted at the meeting and not revoked, the shares covered by that Proxy will
be voted in accordance with the instructions marked on the Proxy by the
shareholder. In the event that the shareholder signs and returns the Proxy, but
does not indicate a choice as to the Proposal on the Proxy, the persons named in
the accompanying Proxy will vote those shares in favor of the Proposal set forth
in the Notice of Special Meeting of Shareholders and in their discretion with
regard to any other proposal presented at the meeting. An executed and returned
Proxy may nevertheless be revoked by a shareholder at any time before it is
voted by sending written notice of the revocation to AST or by appearing
personally and voting at the meeting.
This Proxy Statement/Prospectus and the accompanying Notice of Special
Meeting of Shareholders and Proxy are first being mailed to shareholders on or
about [____________], 1999. The cost of preparing and mailing the Notice of
Special Meeting of Shareholders, the Proxy, this Proxy Statement/Prospectus, and
any additional proxy material, will be borne by the New Fund's investment
advisor, Berger Associates, Inc. (Berger Associates).
THE PROPOSAL TO BE VOTED UPON
At the meeting, shareholders will be asked to vote their shares on the
following Proposal, and to transact such other business as may properly come
before the meeting or any adjournment thereof:
1. To approve a proposed Reorganization of the Fund by which:
(i) the Fund would be reorganized from a series of AST into the
New Fund, a newly formed series of the Berger Investment
Portfolio Trust,
(ii) the Fund would transfer to the New Fund all or substantially
all of its assets in exchange for Institutional Shares of
the New Fund and assumption of the Fund's liabilities, and
<PAGE>
(iii) the New Fund Institutional Shares would be distributed to
shareholders of the Fund in complete liquidation of the
Fund.
The principal executive offices of AST are located at 4455 E. Camelback
Road, Suite 261E, Phoenix, Arizona 85018 (telephone: 602-952-1100). The
principal executive offices of the Berger Investment Portfolio Trust are located
at 210 University Blvd., Suite 900, Denver, Colorado 80206 (telephone:
303-329-0200).
This Proxy Statement/Prospectus sets forth concisely the information that a
shareholder of the Fund should know before voting on the Proposal. It should be
read and retained for future reference. The Statement of Additional Information
relating to and having the same date as this Proxy Statement/Prospectus is on
file with the Securities and Exchange Commission (SEC) and is incorporated by
reference in its entirety into this Proxy Statement/Prospectus. It can be
obtained without charge upon written or oral request by writing to Shareholder
Communications, 17 State Street, 28th Floor, New York, NY 10004, or by calling
1-800-733-8481 ext. 403.
In addition, the following documents, which also have been filed with
the SEC, are incorporated herein in their entirety by reference:
1. The Preliminary Prospectus of the Institutional Shares class of shares
offered by the New Fund, dated ______________, 1999. The New Fund
Institutional Shares Preliminary Prospectus accompanies this Proxy
Statement/Prospectus.
2. The current Prospectus of the Fund, dated June 29, 1998. This may be
obtained without charge by writing to American Data Services, Inc.,
150 Motor Parkway, Suite 109, Hauppage, NY 11788, or by calling
1-800-385-7003.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
SECTION Page
- --------------------------------------------------------------------------------
PROPOSAL TO APPROVE A REORGANIZATION OF THE FUND
INTO THE BERGER INFORMATION TECHNOLOGY FUND . . . . . . . . . . . . . .
- --------------------------------------------------------------------------------
Why Has a Shareholders' Meeting Been Called? . . . . . . . . . . . . .
How and When Will the Reorganization Be Implemented? . . . . . . . . .
What Will I Get in the Reorganization? . . . . . . . . . . . . . . . .
What Changes Will Result from the Reorganization? . . . . . . . . . . .
Who Will Manage the Fund's Portfolio Following the Reorganization? . .
Who Is Berger? . . . . . . . . . . . . . . . . . . . . . . . . . . . .
How Does the New Fund Compare to the Fund? . . . . . . . . . . . . . .
What are the Principal Risks of Investing in the New Fund? . . . . . .
What are the Expected Federal Income Tax Consequences of the
Reorganization? . . . . . . . . . . . . . . . . . . . . . . . . . . . .
How Will the New Fund Be Capitalized? . . . . . . . . . . . . . . . . .
What Did the Board of Trustees Consider and What Do They Recommend? . .
Where Can I Get More Information About the Fund and the New Fund? . . .
- --------------------------------------------------------------------------------
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- --------------------------------------------------------------------------------
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . .
Quorum and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . .
No Dissenters' Rights of Appraisal . . . . . . . . . . . . . . . . . .
Organization of New Fund . . . . . . . . . . . . . . . . . . . . . . .
Principal Holders of Voting Securities . . . . . . . . . . . . . . . .
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Next Meeting of Shareholders . . . . . . . . . . . . . . . . . . . . .
- --------------------------------------------------------------------------------
EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION . . . . . . . . . . .
- --------------------------------------------------------------------------------
INFORMATIONTECH 100 is a registered trademark of Bay Isle Financial Corporation;
BERGER INFORMATION TECHNOLOGY FUND is a trademark of Berger Associates, Inc.;
and other marks referred to herein are the trademarks or registered trademarks
of the respective owners thereof.
-i-
<PAGE>
PROPOSAL TO APPROVE A REORGANIZATION OF THE FUND
INTO THE BERGER INFORMATION TECHNOLOGY FUND
WHY HAS A SHAREHOLDERS' MEETING BEEN CALLED?
Fund management is asking shareholders to vote on a Proposal by which the
Fund would be reorganized into the New Fund. The New Fund is a newly created
mutual fund called the Berger Information Technology Fund, part of the Berger
Funds family of funds. In the Reorganization, Fund shareholders would in effect
be converted into New Fund shareholders. The Reorganization cannot be completed
without shareholder approval.
The reorganization is expected to result in:
- - lower expense ratios over time, resulting from economies of scale and new
distribution capabilities that will help to grow the Fund's size.
- - added shareholder services that the Fund does not currently offer, such as
the ability to exchange your shares into shares of other Berger Funds and
enhanced telephone and on-line transaction privileges.
The Fund's current investment manager, Bill Schaff of Bay Isle Financial
Corporation (Bay Isle), would continue to manage the portfolio day-to-day.
The Reorganization and its expected effects are discussed in more detail in
the sections below. In particular, see the headings "What Changes Will Result
from the Reorganization?" and "How Does the New Fund Compare to the Fund?"
HOW AND WHEN WILL THE REORGANIZATION BE IMPLEMENTED?
If the Reorganization is approved by shareholders, it is expected to be
implemented as soon as practicable after the shareholders' meeting. The New
Fund will acquire the assets and liabilities of the Fund, and will issue to the
Fund the number of shares of the New Fund determined by dividing the value of
the Fund's total assets less liabilities transferred, by the net asset value of
one New Fund share. The assets and liabilities of the Fund and the net asset
value of the New Fund will be calculated at the close of business on the date
immediately preceding the effective date of the Reorganization in accordance
with the Funds' valuation procedures described in their respective Prospectuses
(in the case of the Fund, the Prospectus on file with the SEC, and, in the case
of the New Fund, the Preliminary Prospectus for the Institutional Shares class,
dated ____________, 1999). Contemporaneously with that asset transfer, the Fund
will distribute the New Fund shares it receives pro rata to each remaining
shareholder of the Fund based on the percentage of the outstanding shares of the
Fund held of record by that shareholder on the date of valuation.
This distribution of the New Fund shares by the Fund to its shareholders
will be in full redemption of such shareholders' Fund shares. This will be
accomplished by the establishment of book accounts on the New Fund's share
records in the name of the respective shareholders of the Fund, representing the
respective pro rata number of New Fund shares deliverable to the Fund
shareholders. Fractional shares will be carried to the third decimal place.
Certificates evidencing the New Fund shares will not be issued to the Fund's
shareholders. Following the Fund's pro rata liquidating distribution of the New
Fund shares to the Fund shareholders, the Fund will liquidate and terminate.
Completion of the Reorganization is subject to approval by the shareholders
of the Fund and the satisfaction of certain other conditions. The
Reorganization may be abandoned at any time before it becomes effective upon the
vote of either a majority of the Trustees of the Berger Investment Portfolio
Trust or a majority of the Board of Trustees of AST.
-1-
<PAGE>
This is just a summary of the Reorganization and as such is not complete.
The detailed terms and conditions of the Reorganization can be found in the
Agreement and Plan of Reorganization attached as Exhibit A to this Proxy
Statement/Prospectus.
WHAT WILL I GET IN THE REORGANIZATION?
As noted above, each shareholder of the Fund on the date the Reorganization
is implemented will receive shares of the New Fund equal in value to the Fund
shares held by that shareholder immediately prior to the Reorganization. New
Fund shares will be issued in exchange for all Fund shares outstanding at the
time of the Reorganization. All Fund shares will then be cancelled.
The New Fund has two classes of shares: Institutional Shares and Investor
Shares. Fund shareholders who receive New Fund shares in the Reorganization as
described above will receive INSTITUTIONAL SHARES of the New Fund.
Institutional Shares are designed for institutional, individual and other
investors willing to maintain a higher minimum account balance, currently set at
$250,000. Investor Shares are designed for the general public, subject to a
minimum account balance requirement of $2,000. Although Institutional Shares
have a higher minimum account balance requirement, shareholders who receive
Institutional Shares in the Reorganization will be permitted to hold
Institutional Shares in an existing account, purchase more Institutional Shares
for that account and reinvest dividends paid on shares in their account in
additional Institutional Shares as they may wish, and will not be subject to the
minimum account balance requirements applicable to new holders of Institutional
Shares, but rather will be subject only to the regular Berger Funds minimum
account balance requirement of $2,000.
Because of the higher average account size anticipated for the
Institutional Shares class and a 0.25% 12b-1 fee applicable only to the Investor
Shares, the Institutional Shares of the New Fund are expected to have a lower
expense ratio than the Investor Shares. In addition, the New Fund's investment
advisor has agreed to limit the New Fund's annual operating expenses at 1.50% by
fee waivers and/or reimbursements. This would mean that the fund operating
costs borne indirectly by Fund shareholders who become New Fund shareholders in
the Reorganization will not be higher than the costs they currently bear under
the expense limitation arrangement now in effect for the Fund. Because each
class of New Fund shares has its own expenses, the share price, performance and
distributions will differ between classes.
Each New Fund share issued to Fund shareholders in the Reorganization will
be duly authorized, validly issued, fully paid and nonassessable when issued,
will be transferable without restriction and will have no preemptive or
conversion rights. Each New Fund Institutional Share will represent an equal
interest in the assets attributable to the Institutional Shares class of the New
Fund. Following the Reorganization, New Fund shares may be sold and redeemed
based upon the net asset value of the New Fund next determined after receipt of
the purchase or redemption request, as described in the New Fund's Prospectus.
WHAT CHANGES WILL RESULT FROM THE REORGANIZATION?
If the Reorganization is approved and implemented, shareholders of the Fund
will be, in effect, converted to shareholders of the New Fund, which is part of
the Berger Funds family of funds. A number of changes would accompany this,
primarily the following:
- - The Fund's current investment advisor, Bay Isle, would be the New Fund's
investment sub-advisor. Berger Associates, Inc. (Berger Associates), would
be the New Fund's advisor. Bay Isle would continue to manage the portfolio
day-to-day.
- - The New Fund's service providers (administrator, transfer agent, custodian,
auditors and other service providers) will be those companies that provide
services to the other Berger Funds, rather than those currently providing
services to the Fund.
-2-
<PAGE>
- - The New Fund's Trustees and officers are individuals who serve in those
capacities for other Berger Funds, rather than those individuals currently
serving in those capacities for the Fund.
- - The New Fund will have two classes of shares, one designed for retail
shareholders and one designed for institutional shareholders.
- - The New Fund will be managed in accordance with the same investment
objective and substantially similar investment policies as the Fund, except
that instead of investing its assets primarily in stocks of companies
included in the INFORMATIONWEEK 100-Registered Trademark- Index, the New
Fund will invest primarily in stocks of "information technology" companies
in the same general group of industries from which the Index stocks are
selected, without being required to invest 75% (or any other percentage) of
its assets in companies included in the Index at any given time.
- - The operating cost ratios of the Institutional Shares of the New Fund will
be no higher than those of the Fund, as a result of expense limits agreed
to by the New Fund's advisor. It is anticipated that, over time, the cost
ratios of the Institutional Shares class of the New Fund will be lower than
the Fund's.
Each of these changes is discussed in more detail in the sections below.
WHO WILL MANAGE THE FUND'S PORTFOLIO FOLLOWING THE REORGANIZATION?
Bay Isle will serve as the New Fund's sub-advisor and in that role will be
responsible for the day-to-day investment management of the New Fund, just as it
currently is for the Fund. William F. K. Schaff, Chief Investment Officer of
Bay Isle, is the individual who has been principally responsible for the
management of the Fund's portfolio since its inception. Mr. Schaff will
continue with that responsibility for the New Fund.
Berger Associates will be the New Fund's investment advisor. As advisor,
it will be responsible for managing the investment operations of the Fund and
the composition of its investment portfolio. Berger Associates will delegate
that responsibility to Bay Isle as sub-advisor. Berger Associates will monitor,
supervise and evaluate Bay Isle in its activities as sub-advisor.
WHO IS BERGER?
Berger Associates is an investment management firm based in Denver,
Colorado. Berger Associates has been in the investment advisory business for 25
years and serves as investment advisor to the Berger Funds family of mutual
funds. Berger Associates also serves as investment advisor or sub-advisor to
other mutual funds and institutional investors and had assets under management
of approximately $3.4 billion at December 31, 1998. Berger Associates is a
wholly-owned subsidiary of Kansas City Southern Industries, Inc. (KCSI). KCSI
is a publicly traded holding company with principal operations in rail
transportation, through its subsidiary The Kansas City Southern Railway Company,
and financial asset management businesses.
Berger Associates and Bay Isle have formed a joint venture to provide asset
management services to certain private accounts. In connection with the
formation of that joint venture, Berger Associates purchased from Bay Isle
owners William F. K. Schaff and Gary G. Pollock the right that, if either Mr.
Schaff or Mr. Pollock ever desires to sell any of his Bay Isle shares in the
future, they will together first offer to sell shares to Berger Associates
aggregating at least 80% of the total outstanding shares of Bay Isle at an
agreed price. If Berger Associates elects to purchase the Bay Isle shares
offered, the parties have agreed to use their best efforts to have 5-year
employment agreements entered into between Bay Isle and Messrs. Schaff and
Pollock. Consummation of any such purchase of Bay Isle shares by Berger
Associates would be subject to a number of conditions, including any required
approval by Fund shareholders under the Investment Company Act of 1940. Bay
Isle and Messrs. Schaff and Pollock are also compensated by Berger Associates
for providing administrative or consulting services relating to their joint
venture private account business.
-3-
<PAGE>
HOW DOES THE NEW FUND COMPARE TO THE FUND?
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES. The investment
objective of the Fund is capital appreciation, which it attempts to achieve by
investing primarily in the 100 stocks that make up the INFORMATIONWEEK
100-Registered Trademark- Index (the Index). Bay Isle maintains the Index,
meaning that it selects the stocks for inclusion and exclusion from the Index.
The Index is designed to provide technology investors with an effective way to
measure the growth and performance of information technology's impact on North
American businesses. The Index is equally weighted among the common stocks of
100 companies in a group of industries which, in the view of Bay Isle, comprise
the "information technology" group of industries. These industries include, for
example, software, hardware, computer consulting services, communications and
Internet services and products.
Normally the Fund invests at least 75% of its total assets in the common
stocks that comprise the Index. However, the Fund is not an index fund, and its
performance differs from that of the Index, because a substantial part of the
Fund is invested in stocks not in the Index and because even Fund holdings that
overlap with the Index may be over- or under-weighted relative to their Index
weightings.
Like the Fund, the investment objective of the New Fund is capital
appreciation. The New Fund will seek to achieve its investment objective by
investing at least 80% of its assets in the common stocks of "information
technology" companies in the same general group of industries that is the focus
of the Fund. However, unlike the Fund, the New Fund will not, as a matter of
investment policy, be required to invest any specific percentage of its assets
in the stocks of the companies comprising the Index. Bay Isle does not
anticipate that this difference will materially change its approach to stock
selection for the New Fund, relative to its approach for the Fund. As noted
above, Bay Isle may overweight or underweight stock selections for the Fund
relative to their weightings in the Index, and as to a significant portion of
the Fund, may select stocks that are not in the Index at all. Moreover, because
Bay Isle will continue to select stocks from the same group of industries for
both the Index and the New Fund, some stocks in the Index are likely to overlap
with stocks in the New Fund, just as they currently do with the Fund.
Like the Fund, the New Fund will generally invest the remainder of its
assets in information technology-related companies whose stock price Bay Isle
believes is undervalued relative to their assets, earnings, cash flow or
business franchise.
In selecting stocks for the Index -- and therefore for the Fund -- Bay
Isle analyzes trends in information technology spending and demand, then
identifies companies it believes are best positioned to benefit from those
trends. Bay Isle generally looks for companies:
- - That dominate their industries or a particular market segment
- - That have or are developing products or services that represent significant
technological advancements or improvements
- - That have strong fundamentals, strong management and strong product
positioning.
Bay Isle is expected to continue this same basic approach to stock selection for
the New Fund. For both the Fund and the New Fund, Bay Isle will generally sell
a stock when it no longer meets Bay Isle's investment criteria or when it has
met Bay Isle's expectations for appreciation.
The Fund is kept as fully invested as possible. Similarly, the New Fund is
also expected to be kept as fully invested as possible.
The Fund concentrates its investments in the "information technology" group
of industries, meaning that it invests 25% or more of its total assets in those
industries. For the Fund, this is a matter of fundamental policy, meaning that
it cannot be changed without a shareholder vote. As noted above, the New Fund
also intends to concentrate its investments in "information technology"
companies in the same general group of industries, but for the New Fund, this
policy is non-fundamental, meaning that it could be changed in the future
without a shareholder vote. Both the Fund and the New Fund have a fundamental
policy not to concentrate their assets in any single industry.
-4-
<PAGE>
INVESTOR COSTS. The following table summarizes the costs of investing in
the Fund, based on expenses incurred in the fiscal year ended February 28, 1999,
as compared to costs of investing in the Institutional Shares of the New Fund,
based on estimated expenses for Institutional Shares in the New Fund's first
year of operations. As a shareholder in the Fund, you bear indirectly Annual
Fund Operating Expenses, which vary from year to year and decrease the Fund's
return.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
INFORMATION BERGER INFORMATION
TECH TECHNOLOGY FUND--
100 FUND INSTITUTIONAL
(The Fund) SHARES
(The New Fund)
Pro Forma
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
- --------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases None None
- --------------------------------------------------------------------------------
Maximum Deferred Sales Charge None None
- --------------------------------------------------------------------------------
Maximum Sales Charge Imposed on None None
Reinvested Dividends
- --------------------------------------------------------------------------------
Redemption Fee (as a percentage of 1% 1%
amount redeemed or exchanged if shares
held less than 6 months)
- --------------------------------------------------------------------------------
Exchange Fee* None None
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Investment Advisory Fee 0.95% 0.90%
- --------------------------------------------------------------------------------
Other Expenses 1.72% 0.87%(1)
- --------------------------------------------------------------------------------
TOTAL FUND OPERATING EXPENSES 2.67% 1.77%
- --------------------------------------------------------------------------------
FEE WAIVER AND REIMBURSEMENT (1.17)%(2) (0.27)%(3)
- --------------------------------------------------------------------------------
NET OPERATING EXPENSES 1.50% 1.50%
- --------------------------------------------------------------------------------
</TABLE>
* The 1% redemption fee referenced in the table will be imposed on shares
exchanged if held less than 6 months, since exchanges are treated as a
redemption followed by a purchase.
1. "Other expenses" are estimated expenses for the Institutional Shares class
for the first full year of operations of that class, restated as if those
expenses had been in effect during the previous fiscal year.
2. The Fund's advisor has voluntarily agreed to reduce its fees and/or pay
expenses of the Fund to ensure that the Fund's expenses will not exceed 1.50%.
Accordingly, for the fiscal year ended February 28, 1999, the Fund's advisor
waived its Investment Advisory Fee entirely, and waived or reimbursed other
expenses so that the Fund's Total Fund Operating Expenses were 1.50%. The
current Investment Advisory Agreement for the Fund permits reimbursement by the
Fund to the advisor of any fees waived or expenses reimbursed within a three
year period following such fee waivers or expense reimbursements provided they
are approved by the Fund's Board of Trustees, and the resulting Fund expenses do
not exceed 1.50%.
3. Under a written contract, the New Fund's investment advisor waives its
advisory fee and/or reimburses expenses to the extent that, at any time during
the life of the New Fund, the New Fund's annual operating expenses for the
Institutional Shares class exceed 1.50%. The contract may not be terminated or
amended except by a vote of the New Fund's Trustees. The waiver contract does
not provide for future reimbursement of the advisor on account of any waived
fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund
and the New Fund by showing what your costs may be over time. It is based on
the following assumptions:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same for each period
- - Redemption after the end of each period
-5-
<PAGE>
Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each
period would be:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
One Three Five Ten
year years Years Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INFORMATIONTECH 100 FUND $153 $474 $818 $1,791
(The Fund)
- --------------------------------------------------------------------------------
BERGER INFORMATION TECHNOLOGY $153 $474 $818 $1,791
FUND -
INSTITUTIONAL SHARES
(The New Fund)
- --------------------------------------------------------------------------------
</TABLE>
PERFORMANCE. The New Fund is a new series of the Berger Investment
Portfolio Trust that is not yet in operation. Therefore, no performance
information is yet available for the New Fund.
The table below indicates the average annual total return (with capital
gains and all dividends and distributions reinvested) for shares of the Fund
during the periods ending February 28, 1999. The Fund's average annual return
is compared with the Wilshire 5000 Index. While the Fund does not seek to match
the returns of the Wilshire 5000 Index, this index is an indicator of general
stock market performance. You may not invest in the Wilshire 5000 Index and
unlike the Fund, it does not incur fees or charges.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 Year Life of the Fund
(since April 8, 1997)
- --------------------------------------------------------------------------------
<S> <C> <C>
The Fund 47.13% 52.32%
- --------------------------------------------------------------------------------
Wilshire 5000 Index 13.10% 25.78%
- --------------------------------------------------------------------------------
</TABLE>
Additional performance information on the Fund can be found in its Annual
Report to Shareholders dated February 28, 1999.
INVESTMENT RESTRICTIONS. The New Fund has adopted investment restrictions
that are largely standardized among all the Berger Funds. The Fund is subject
to substantially the same investment restrictions, except as follows. The Fund
has a fundamental restriction (meaning that it cannot be changed without a
shareholder vote) that it will not borrow money or pledge assets, except in
limited circumstances (such as for temporary or emergency purposes) in amounts
up to 10% of its total assets, not including the amount borrowed. The New Fund
has a similar fundamental policy that it will not borrow money, except in
similar limited circumstances. However, in those circumstances, the New Fund
may borrow amounts up to 25% of its total assets, including the amount borrowed.
The Fund has never borrowed money or pledged assets, and the New Fund does not
anticipate borrowing money or pledging assets in the foreseeable future.
Consequently, this difference in restrictions is not expected to cause
management of the New Fund's portfolio to differ materially from the Fund's.
Both the Fund and the New Fund have an investment restriction that they
will not invest for the purpose of exercising control of management. However,
for the Fund this restriction is fundamental, meaning that it cannot be changed
without a shareholder vote, while for the New Fund, the restriction is
non-fundamental, meaning that it could be changed in the future without a
shareholder vote. The New Fund does not anticipate in the foreseeable future
changing its policy to permit it to invest for the purpose of control.
Consequently, this difference is not expected to cause management of the New
Fund's portfolio to differ materially from the Fund's.
-6-
<PAGE>
INVESTMENT ADVISORY ARRANGEMENTS. Currently, Bay Isle serves as investment
advisor to the Fund pursuant to an Investment Advisory Agreement between Bay
Isle and AST on behalf of the Fund, dated February 28, 1997. Under the
Investment Advisory Agreement, Bay Isle earns an advisory fee of 0.95% of the
Fund's average net assets per year. The advisory fee is accrued daily and paid
monthly. For the fiscal year ended February 28, 1999, Bay Isle earned $68,002
in advisory fees. However, as a result of Bay Isle's agreement to limit total
Fund operating expenses, Bay Isle waived the full amount of its fee and in
addition, paid Fund operating expenses in the amount of $16,242.
The current Investment Advisory Agreement for the Fund permits
reimbursement by the Fund to Bay Isle of any fees waived or expenses reimbursed
within a three year period following such fee waivers or expense reimbursements,
provided they are approved by the Fund's Board of Trustees and the resulting
Fund expenses do not exceed 1.50%. Bay Isle may seek reimbursement before
current expenses of the Fund are paid. In the event the Reorganization is
approved and completed, Bay Isle has agreed to waive any right it may have to
seek reimbursement from the Fund or the New Fund on account of any fees it
waived or expenses it reimbursed pursuant to these provisions.
After the Reorganization, Berger Associates will serve as investment
advisor to the New Fund pursuant to an Investment Advisory Agreement between
Berger Associates and the Berger Investment Portfolio Trust on behalf of the New
Fund. Under the Investment Advisory Agreement for the New Fund, Berger
Associates will be entitled to be paid an advisory fee of 0.90% of the New
Fund's average net assets per year. The advisory fee is accrued daily and paid
monthly.
Under a written contract, Berger Associates waives its advisory fee and/or
reimburses the New Fund for expenses to the extent that the New Fund's annual
operating expenses for the Institutional Shares class exceed 1.50%. The
contract may not be terminated or amended except by a vote of the New Fund's
Trustees. The waiver contract does not provide for future reimbursement of
Berger Associates on account of any waived fees.
Bay Isle will serve as sub-advisor to the New Fund, under a Sub-Advisory
Agreement between Berger Associates and Bay Isle. As sub-advisor, Bay Isle will
be responsible for day-to-day portfolio management of the New Fund, just as it
is currently with the Fund. For its services as sub-advisor, Bay Isle will be
entitled to be paid a sub-advisory fee of 0.45% of the New Fund's average net
assets, which will be paid by Berger Associates. The sub-advisory fee is
accrued daily and paid monthly. The New Fund will not bear or be responsible
for any part of Bay Isle's sub-advisory fee. Bay Isle may waive any or all of
its sub-advisory fee, which will not affect the advisory fee to be paid to
Berger Associates by the New Fund.
The Investment Advisory Agreement between the New Fund and Berger
Associates and the Sub-Advisory Agreement between Berger Associates and Bay Isle
will remain in effect until April 30, 2001. They will continue in effect
thereafter for successive annual periods so long as continuance is specifically
approved annually by the Trustees of the Berger Investment Portfolio Trust or by
a majority vote of the New Fund's shareholders, provided that in either event,
the continuance also is approved by a majority of the Trustees who are not
"interested persons" as defined in the Investment Company Act of 1940 by vote
cast in person at a meeting called for the purpose of voting on such approval.
TRUSTEES AND OFFICERS. AST is under the overall management and control of
a Board of Trustees and officers, who are all named in the Fund's Statement of
Additional Information. Similarly, the Berger Investment Portfolio Trust is
under the overall management and control of Trustees and officers, who are
different individuals than those who serve in those capacities for AST.
Biographical information for all of the Trustees of the Berger Investment
Portfolio Trust are available in the New Fund's Preliminary Statement of
Additional Information for the Institutional Shares class. See "Where Can I Get
More Information About the Fund and the New Fund?" below. All of the New Fund's
Trustees and officers serve as Trustees and officers for the other Berger Funds
as well.
The Trustees of AST and the Trustees of the Berger Investment Portfolio
Trust are each entitled to indemnification in certain circumstances as provided
in their respective trust documents. As part of
-7-
<PAGE>
the New Fund's assumption of liabilities in the Reorganization, the New Fund has
agreed to indemnify the Trustees of AST for the amounts and to the extent that
they would have been entitled to indemnification from the Fund under the AST
trust documents.
FUND ADMINISTRATION. Investment Company Administration LLC currently
serves as the Fund's administrator, and in that capacity, prepares various
federal and state regulatory filings, reports and returns for the Fund, prepares
reports and materials to be supplied to the Trustees, monitors the activities of
the Fund's custodian, shareholder servicing agent and accountants, and
coordinates the preparation and payment of Fund expenses and reviews the Fund's
expense accruals. For its services, Investment Company Administration LLC
receives a monthly fee at the annual rate of 0.20% of average net assets,
subject to a $30,000 annual minimum.
Investment Company Administration LLC will not serve as the New Fund's
administrator. Rather, under a separate Administrative Services Agreement,
Berger Associates will perform certain administrative and recordkeeping services
not otherwise performed by the New Fund's custodian and recordkeeper, including
the preparation of financial statements and reports to be filed with the
Securities and Exchange Commission and state regulatory authorities. The New
Fund will pay Berger Associates a fee at an annual rate of 0.01% of its average
daily net assets for such services. This fee will be in addition to the
investment advisory fees paid under the Investment Advisory Agreement for the
New Fund.
DISTRIBUTION OF SHARES. The Fund has only one class of shares, which it
makes available to all investors under the same distribution and shareholder
servicing arrangements. Fund shares are sold with no front-end or back-end
sales load (sales charge). The Fund has no 12b-1 plan or shareholder servicing
plan.
In contrast, the New Fund has two classes of shares: the "Institutional
Shares" which are designed for institutional, individual and other investors
willing to maintain a higher minimum account balance, currently set at $250,000,
and the "Investor Shares" which are made available to the general public. Fund
shareholders will receive Institutional Shares in the Reorganization, but these
accounts will not be subject to the minimum account balance requirements
applicable to new holders of Institutional Shares, but rather will be subject
only to the regular Berger Funds minimum account balance requirement of $2,000.
Like the Fund, all shares of the New Fund will be sold with no front-end or
back-end sales load. In addition, the Institutional Shares class will have no
12b-1 plan or shareholder servicing plan. However, the Fund has adopted a 12b-1
plan for the Investor Shares class, which provides for the payment to Berger
Associates of a 12b-1 fee of 0.25% per year of the Fund's average daily net
assets attributable to the Investor Shares to finance activities primarily
intended to result in the sale of Investor Shares. The 12b-1 plan is intended
to benefit the Investor Shares class of the New Fund by attracting new assets
into the class and thereby affording potential cost reductions due to economies
of scale. The fee may be used for such things as marketing and promotion,
compensation to dealers and others who provide distribution and administrative
services, and shareholder support services (such as routine requests for
information). Because the 12b-1 fee is paid on an ongoing basis, this may
result in the cost of an investment in the Investor Shares increasing and over
time may cost more than other types of sales charges.
PROCEDURES FOR BUYING SHARES. Like the Fund, shares of the New Fund may be
purchased by mail. Unlike the Fund, additional shares of the New Fund may also
be purchased by telephone or on-line, if you establish a Berger Funds account
with telephone and/or on-line transaction privileges.
The Fund generally requires a minimum initial investment of $5,000 and
minimum subsequent investments of $1,000 or more. For investments in an
Individual Retirement Account (IRA), the minimum initial investment is $2,000
and the minimum subsequent investment is $500. Under an Automatic Investment
Plan, the minimum initial investment is $2,000 and the minimum subsequent
investment is $100.
-8-
<PAGE>
The New Fund's minimum initial investment requirements are currently set at
$2,000 for Investor Shares and $250,000 for Institutional Shares. Minimum
subsequent investments for New Fund Investor Shares is $50. There is no minimum
subsequent investment for Institutional Shares. For investments in a Berger
Funds IRA, the minimum initial investment is $2,000 and the minimum subsequent
investment is $50. Under the regular Berger Funds Automatic Investment Plan,
the minimum initial investment is $2,000 and the minimum subsequent investment
is $50 per month. Under the Low Minimum Investment Plan, the minimum initial
investment is $100 and the minimum subsequent investments is $100 per month.
As noted previously, even though the New Fund Institutional Shares class
has higher minimum account balance requirements, existing Fund shareholders who
receive shares in the Reorganization will be permitted to hold and purchase more
Institutional Shares in existing accounts as they may wish, and will not be
subject to the minimum account balance requirements applicable to new holders of
Institutional Shares, but rather only to the $2,000 minimum balance requirement
applicable to the retail class of shares.
Like the Fund, you may buy New Fund shares through certain broker-dealers
or other financial organizations, but these organizations may charge you a fee
or may have different minimums for initial or subsequent investments which are
not applicable if you buy shares directly from the New Fund.
The price at which you buy Fund shares or New Fund shares is their net
asset value next calculated after your request is received in good order and
accepted by the Fund, its authorized agent or designee. To receive a specific
day's price, your request must be received before the close of the New York
Stock Exchange on that day. The Fund and the New Fund use similar methods for
determining net asset value. Each class of shares of the New Fund has its own
expenses so that the share price will differ between classes. To eliminate the
need for safekeeping, neither the Fund nor the New Fund issues share
certificates.
PROCEDURES FOR REDEEMING SHARES. Like the Fund, shares of the New Fund may
be redeemed by mail or by telephone if your account has been established with
telephone transaction privileges. Unlike the Fund, shares of the New Fund may
also be redeemed on-line, if you establish a Berger Funds account with on-line
transaction privileges.
Both the Fund and the New Fund are intended as a long-term investment, and
not as a short-term trading vehicle. Therefore, the New Fund, like the Fund,
will deduct and retain a 1% redemption fee from your redemption proceeds if you
redeem your shares held less than 6 months. Because an exchange involves a
redemption of shares followed by a purchase, this redemption fee will also apply
to exchanges of New Fund shares held less than 6 months. This fee is intended
to discourage investors from short-term trading of New Fund shares and to offset
the cost to the New Fund of excess brokerage and other costs incurred as a
result of such trading. This fee will not be charged to retirement plan
accounts or in the case of redemptions resulting from the death of the
shareholder. It will also not be charged on the exchange of shares that occurs
in the Reorganization. In addition, the time during which Fund shares are held
prior to the Reorganization will be added to the time they are held following
the Reorganization in measuring in the 6-month threshold.
EXCHANGE PRIVILEGES. The Fund does not currently offer you any privileges
to exchange your Fund shares for shares of any other mutual funds. In contrast,
the New Fund offers you the opportunity to exchange your New Fund shares into
shares of any other Berger Fund or into shares of any of the Berger Cash Account
Trust Portfolios, three separately managed, unaffiliated money market funds.
Exchanges are subject to procedures described in the New Fund's Prospectus from
time to time, and shareholders must meet any account or other eligibility
requirements applicable to the particular fund or class of shares into which
they are exchanging. Exchanges result in the sale of one fund's shares and the
purchase of another, which will normally result in a taxable event for the
exchanging shareholder. In addition, the 1% redemption fee described above will
be imposed on exchanges of New Fund shares held less than 6 months.
-9-
<PAGE>
TAXES AND DISTRIBUTIONS. The Fund distributes substantially all of its net
capital gains and net investment income to shareholders each year. The New Fund
intends to continue this policy. Like the Fund, distributions made by the New
Fund to shareholders will normally be capital gains. A portion of those gains
may be net short-term capital gains, which are taxed as ordinary income. The
New Fund generally will not have net investment income to distribute, although
any net investment income that is generated as a by-product of managing its
portfolio will be distributed to shareholders.
Both the Fund and the New Fund have identical distribution options. You
may choose from three options: (1) reinvest all distributions in additional Fund
shares without a sales charge; (2) receive distributions from net investment
income in cash while reinvesting capital gain distributions in additional shares
without a sales charge; or (3) receive all distributions in cash. Shareholders
of the New Fund can change their distribution option by notifying the New Fund's
transfer agent in writing. Unless you advise the transfer agent otherwise,
current Fund distribution options for Fund shareholders will carry over to the
New Fund if the Reorganization is approved and implemented. All distributions
not paid in cash will be reinvested in shares of the New Fund.
Like the Fund, the New Fund intends to meet all legal requirements
necessary for it to pay no federal taxes on income and capital gains paid to
shareholders in the form of dividends. In order to accomplish this goal, the
New Fund must, among other things, distribute substantially all of its ordinary
income and net capital gains on a current basis and maintain a portfolio of
investments that satisfies certain diversification criteria.
OTHER SERVICE ARRANGEMENTS. The transfer agent, custodian and other
service providers that serve the New Fund are different from those that serve
the Fund, although the services they provide will be similar to those provided
to the Fund. The New Fund has appointed Investors Fiduciary Trust Company
(IFTC) as its recordkeeping and pricing agent. In addition, IFTC also serves as
the New Fund's custodian, transfer agent and dividend disbursing agent. IFTC
has engaged DST Systems, Inc. (DST), as sub-agent to provide transfer agency and
dividend disbursing services for the New Fund. Approximately 31% of the
outstanding shares of DST are owned by KCSI, which owns 100% of the outstanding
shares of Berger Associates.
POLICIES ON PORTFOLIO TRANSACTIONS AND BROKERAGE. Following the
Reorganization, Bay Isle will continue to be responsible for decisions to buy
and sell securities for the investment portfolio in its capacity as the New
Fund's sub-advisor. However, Berger Associates will handle trade execution in
its capacity as the New Fund's advisor. Accordingly, broker-dealer selection
and negotiation of commission rates will be the responsibility of Berger
Associates.
Berger Associates will be subject to the same basic policies in the
placement of the New Fund's portfolio transaction as Bay Isle currently is with
respect to the Fund. Berger Associates is authorized to place portfolio
transactions for the New Fund only with brokers and dealers who render
satisfactory service in the execution of orders at the most favorable prices and
at reasonable commission rates. Berger Associates is not required to obtain the
lowest commission or the best net price for the New Fund on any particular
transaction, is not required to execute any order in a fashion either
preferential to the New Fund relative to other accounts Berger Associates
manages or otherwise materially adverse to any other accounts.
Unlike the Fund, the Trustees of the New Fund have authorized portfolio
transactions to be placed on an agency basis through DST Securities, Inc.
(DSTS), a wholly-owned broker-dealer subsidiary of DST (the New Fund's
sub-transfer agent). When transactions are effected through DSTS, the
commission received by DSTS is credited against, and thereby reduces, certain
operating expenses that the New Fund would otherwise be obligated to pay. No
portion of the commission is retained by DSTS. DSTS may be considered an
affiliate of Berger Associates due to the ownership interest of KCSI in both DST
and Berger Associates.
SHAREHOLDERS' RIGHTS. Both AST and the Berger Investment Portfolio Trust
are Delaware business trusts. Because the Fund is a series of AST, its
operations are governed by AST's Agreement
-10-
<PAGE>
and Declaration of Trust and By-laws and applicable Delaware law. Because the
New Fund is a series of the Berger Investment Portfolio Trust, its operations
are governed by that Trust's Trust Instrument and By-laws and applicable
Delaware law.
Neither the Fund nor the New Fund is required to hold annual shareholder
meetings unless required by the Investment Company Act of 1940 or other
applicable law or unless called by the Trustees. In the case of the New Fund,
if shareholders owning at least 10% of the outstanding shares of the Berger
Investment Portfolio Trust so request, a special shareholders' meeting of the
Trust will be held for the purpose of considering the removal of a Trustee.
Special meetings will be held for other purposes if the holders of at least 25%
of the outstanding shares of the Trust so request. In the case of the Fund, a
meeting will be called upon demand by the holders of 10% or more of the
outstanding shares of AST for the purpose of electing or removing Trustees.
Like the Fund, shareholders of the New Fund have no preemptive rights,
subscription rights or conversion rights, except that shareholders of any class
of the New Fund may convert their shares into shares of any other class of the
New Fund in the event and only in the event the shareholder ceases to be
eligible to purchase or hold shares of the original class, or becomes eligible
to purchase shares of a different class, by reason of a change in the
shareholder's status under the conditions of eligibility in effect for such
class at that time.
Like the Fund, shares of the New Fund have non-cumulative voting rights,
with each shareholder entitled to one vote for each full share (and a fractional
vote for each fractional share) held in the shareholder's name on the books as
of the record date for the action in question. Shareholders of the New Fund
and the other series/classes of the Berger Investment Portfolio Trust generally
vote separately on matters relating to those respective series/classes, although
they vote together and with the holders of any other series/classes of that
Trust in the election of Trustees of the Trust and on all matters relating to
the Trust as a whole.
WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE NEW FUND?
The New Fund's portfolio will be largely subject to the same risks as the
Fund's. Like the Fund, the New Fund is designed for investors who are
comfortable with above-average risk and who intend to make a long-term
investment commitment.
As with all managed funds, there is a risk that the investment manager's
strategy for managing the New Fund may not achieve the desired results. In
addition, the New Fund is subject to the general risks of equity investing,
meaning the up and down price movements of common stock in response to corporate
earnings and developments, economic and market conditions and anticipated
events. As a result, the price of the New Fund's investments may go down and
you could lose money on your investment.
Given the New Fund's concentration in industries that are rapidly changing,
its share price may fluctuate more than that of funds invested in more stable
industries. Companies in the information technology industries may have narrow
product lines and their products and services are often subject to intense
competition and rapid obsolescence. Because the New Fund's investments are
focused in the information technology sector, the New Fund is more susceptible
to adverse events and market pressures impacting the industries included in that
sector.
WHAT ARE THE EXPECTED FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?
The Reorganization is expected to qualify as tax-free reorganization under
the federal income tax laws. As a condition to the closing of the
Reorganization, the Fund and the New Fund must receive a favorable opinion from
Davis, Graham & Stubbs LLP, counsel to the New Fund, to that effect. Neither
AST nor the Berger Investment Portfolio Trust intends to seek a private letter
ruling from the Internal Revenue Service with respect to the tax effects of the
Reorganization.
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<PAGE>
The Fund intends to distribute all of its then remaining net investment
income and realized capital gains on or before the effective date of the
Reorganization. Shareholders of the Fund would receive their pro rata portion
of any distribution made at that time.
HOW WILL THE NEW FUND BE CAPITALIZED?
The following table shows the capitalization of the Fund and the New Fund
as of February 28, 1999, and their pro forma combined capitalization as of that
date after giving effect to the proposed Reorganization:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
The Fund The New Fund Pro Forma Combined
(Unaudited) (Unaudited) (Unaudited)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Aggregate net assets $12,446,002 $0** $12,446,002
- --------------------------------------------------------------------------------
Shares outstanding* 280,547 0** 280,547
- --------------------------------------------------------------------------------
Net asset value per $44.36 $0** $44.36
share
- --------------------------------------------------------------------------------
</TABLE>
* The Fund and the New Fund are each authorized to issue an indefinite number
of shares.
** The New Fund is a newly organized series of the Berger Investment Portfolio
Trust. It has not commenced operations and currently has no assets and no
shares outstanding.
WHAT DID THE BOARD OF TRUSTEES CONSIDER AND WHAT DO THEY RECOMMEND?
The Board of Trustees of AST, after due consideration, has unanimously
approved the proposed Reorganization, subject to approval by shareholders. The
Trustees, after reviewing the terms of the proposed Reorganization, concluded
the proposed Reorganization to be in the best interests of the shareholders of
the Fund. The Board of Trustees also unanimously recommends that shareholders
vote for the adoption of the Proposal.
The various components of the Reorganization were presented to the Board of
Trustees of AST for consideration at its March 5, 1999 meeting. The Board of
Trustees, including a majority of the Trustees who are not "interested persons"
as defined in the Investment Company Act of 1940 (Independent Trustees), voted
to approve the proposed Reorganization.
In determining whether to recommend approval of the Reorganization to
shareholders of the Fund, the Board of Trustees (including the Independent
Trustees) considered the following factors, among others: (i) the compatibility
of investment objectives, policies and restrictions of the Fund and the New
Fund, (ii) the capabilities of Berger Associates, Bay Isle and other service
providers to the New Fund, (iii) the nature of the Fund's existing shareholder
base, (iv) expense ratios and available information regarding the fees and
expenses of the Fund and the New Fund as well as similar funds, (v) portfolio
transaction policies of the Fund and the New Fund, (vi) the terms and conditions
of the Reorganization and whether the Reorganization would result in dilution of
shareholder interests, (vii) the proposed arrangements concerning payment of
costs of the Reorganization, (viii) current and proposed expense limit
arrangements, (ix) tax consequences of the Reorganization and (x) possible
alternatives to the Reorganization.
In reaching the decision to approve the Reorganization and to recommend
that the shareholders of the Fund vote to approve the Reorganization, the Board
of Trustees, including the Independent Trustees, unanimously concluded that the
participation of the Fund in the Reorganization is in the best interests of the
Fund's shareholders and would not result in the dilution of such shareholders'
interests. Their conclusion was based on a number of factors, including the
following:
(1) The New Fund's investment objective of capital appreciation is
identical to that of the Fund, and the New Fund will have similar strategies,
policies and restrictions as the Fund.
-12-
<PAGE>
(2) Bay Isle (principally William Schaff) will continue to be responsible
for providing day-to-day investment management services to the Fund following
the Reorganization, using the same basic stock selection approach, which the
Trustees believe to be important to the Fund's existing shareholders. In
addition, Mr. Schaff has indicated that even though the New Fund will not be
required to invest at least 75% of its assets in companies comprising the
INFORMATIONWEEK 100-Registered Trademark- Index, as is currently the case with
the Fund, he does not expect his approach to stock selection for the New Fund to
materially change following the Reorganization.
(3) Berger Associates has agreed to pay the costs of the Reorganization.
(4) Berger Associates has agreed to limit the New Fund's annual expenses in
the Institutional Shares class to 1.50%, which will keep the total operating
expenses borne by Fund shareholders at a level that is no higher than the Fund's
current annual operating expense limit.
(5) The investment advisory fee proposed to be paid by the New Fund is
lower than the advisory fee currently paid by the Fund, and total fund operating
expenses for the Institutional Shares class are expected to go down over time.
WHERE CAN I GET MORE INFORMATION ABOUT THE FUND AND THE NEW FUND?
Further information about the Fund is contained in its current Prospectus
and Statement of Additional Information, both dated June 29, 1998, and in the
Fund's Annual Report to Shareholders for the fiscal year ended February 28,
1999. Documents that relate to the Fund are available, without charge, by
writing to American Data Services, Inc., 150 Motor Parkway, Suite 109, Hauppage,
NY 11788, or by calling 1-800-385-7003.
Copies of the New Fund's Institutional Shares Preliminary Prospectus dated
__________, 1999, accompanies this Proxy Statement/Prospectus. Further
information about the New Fund is contained in its Preliminary Statement of
Additional Information for the Institutional Shares class, dated ______________,
1999. Documents that relate to the New Fund are available, without charge, by
writing to or calling the Berger Funds at P.O. Box 419958, Kansas City, MO
64141, or by calling 1-800-551-5849.
In addition, reports and other information filed by AST on behalf of the
Fund can be inspected and copied at the Public Reference Facilities maintained
by the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of such material can also be obtained from the Public
Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, D.C. 20549, at prescribed
rates.
OTHER MATTERS
VOTE REQUIRED
Approval of the proposed Reorganization requires the affirmative vote of a
majority of the shares voted at the meeting, in person or by proxy, provided
that a quorum is present. A quorum will be present at the meeting if 40% of the
shares entitled to vote are present at the meeting, in person or by proxy.
If the shareholders of the Fund do not approve the proposed Reorganization,
or if the Reorganization is not consummated for any other reason, the Board of
Trustees will take such further action as it deems to be in the best interest of
the Fund and its shareholders, subject to any further approvals that may be
required by law.
-13-
<PAGE>
SOLICITATION OF PROXIES
Proxy solicitations will be made primarily by mail, but may also be made by
telephone, facsimile or personal interview conducted by certain officers or
employees of AST, Bay Isle, Berger Associates or their affiliates or
representatives. The cost of preparing and mailing the Notice of Special
Meeting of Shareholders, the Proxy, this Proxy Statement/Prospectus, and any
additional proxy material will be borne by Berger Associates and not by the Fund
or the New Fund.
A proxy solicitation firm may be engaged to solicit Proxies. The expenses
associated with engaging a proxy solicitation firm cannot be reasonably
estimated at this time. If such expenses are incurred, they will be borne by
Berger Associates. The Fund will request broker-dealer firms, custodians,
nominees, and fiduciaries to forward proxy materials to the beneficial owners of
Fund shares as of the Record Date, who will be reimbursed for their reasonable
costs in doing so.
Shareholders may cast their votes by mail. Or, a Fund representative may
contact shareholders by telephone and ask them to cast their vote by telephonic
proxy. Such proxies will be recorded in accordance with the procedures set
forth below. The Fund believes these procedures are reasonably designed to
ensure that the identity of the shareholder casting the vote is accurately
determined and that the voting instructions of the shareholder are accurately
reflected.
In all cases where a telephonic proxy is solicited, the telephone
representative will ask you for your full name, address, social security or
employer identification number, title (if you are authorized to act on behalf of
an entity, such as a corporation), and number of shares owned. If the
information solicited agrees with the information on file, the representative
will explain the process, read the Proposal listed on the Proxy card and ask for
your instructions on the Proposal. The representative will answer your
questions about the process, but will not recommend to you how you should vote,
other than to read the recommendation of the Board of Trustees set forth in this
Proxy Statement/Prospectus.
If you wish to participate in the meeting and any adjournments thereof, but
do not wish to give your proxy by telephone, you may still submit the Proxy card
included with this Proxy Statement/Prospectus or attend the meeting in person.
An executed and returned Proxy may nevertheless be revoked by a shareholder at
any time before it is voted by sending written notice of the revocation to AST
or by appearing personally and voting at the meeting.
QUORUM AND VOTING
Under the AST Agreement and Declaration of Trust, 40% of the shares of the
Fund entitled to vote in person or by proxy constitute a quorum for the
transaction of business at the meeting. If a quorum is not present (in person
or by proxy) at the time any session of the meeting is called to order, the
persons named as proxies on the Proxy card may vote those Proxies which have
been received to adjourn the meeting to a later date.
In the event that a quorum is present but sufficient votes in favor of the
Proposal or any other proposal presented at the meeting have not been received,
the persons named as proxies may propose one or more adjournments of the meeting
to permit further solicitation of Proxies with respect to a proposal. All such
adjournments will require the affirmative vote of a majority of the shares
present in person or by Proxy at the session of the meeting to be adjourned. A
vote may be taken on one or more proposals presented at the meeting prior to any
such adjournment if sufficient votes for its approval have been received.
In tallying shareholder votes, abstentions and broker non-votes (that is,
Proxies sent in by brokers and other nominees which cannot be voted on the
Proposal because instructions have not been received from the beneficial owners)
will be counted in determining whether a quorum is present for purposes of
convening the meeting. As mentioned above, the Proposal must be approved by a
majority of the shares voted at the meeting so long as a quorum is present.
Abstentions and broker non-votes will be considered to be present but not voted
and, as a result, will not have any effect on the count of votes
-14-
<PAGE>
for or against the Proposal. Similarly, as to any other proposal presented at
the meeting that must be approved by a percentage of "shares voted" on the
proposal, abstentions and broker non-votes will not be counted as "shares voted"
and therefore will have no effect on the result of the vote.
If the accompanying form of Proxy is properly executed and returned in time
to be voted at the meeting, the shares covered thereby will be voted in
accordance with the instructions marked thereon by the shareholder. In the
event that the shareholder signs and returns the Proxy, but does not indicate a
choice as to the Proposal on the Proxy, the persons named in the accompanying
Proxy will vote those shares in favor of the Proposal set forth in the Notice of
Special Meeting of Shareholders and in their discretion with regard to any other
proposal presented at the meeting.
NO DISSENTERS' RIGHTS OF APPRAISAL
The AST Agreement and Declaration of Trust does not entitle shareholders to
appraisal rights (that is, the right to demand the fair value of their shares)
in the event of a reorganization or proposed merger. Consequently, all Fund
shareholders will be bound by the terms of the Agreement and Plan of
Reorganization if the Reorganization is approved at the meeting. However, any
shareholder may redeem his or her Fund shares at net asset value at any time in
accordance with the Fund's usual redemption policies and procedures.
ORGANIZATION OF NEW FUND
The New Fund was established as a series of the Berger Investment Portfolio
Trust on February 18, 1999. The New Fund's initial shareholder is expected to
approve the Investment Advisory Agreement and Sub-Advisory Agreement proposed
for the New Fund prior to the meeting of Fund shareholders and to redeem its
interest in the New Fund prior to completion of the Reorganization.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of the Record Date, the Trustees and officers of AST owned as a group
less than 1% of the outstanding voting securities of the Fund. The following
shareholders were known to AST to own of record or beneficially 5% or more of
the total outstanding shares of the Fund, as of the Record Date:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SHAREHOLDER NO. OF SHARES HELD PERCENTAGE
- --------------------------------------------------------------------------------
<S> <C> <C>
Du Bain 1991 Trust
Myron Du Bain TTEE [___________] [_____]%
160 Sansome Street, 17th Floor (owned of record)
San Francisco, CA 94104
- --------------------------------------------------------------------------------
Charles Schwab & Co., Inc. [___________] [_____]%
101 Montgomery Street (owned of record)
San Francisco, CA 94104
- --------------------------------------------------------------------------------
</TABLE>
In addition, Bay Isle has advised AST that it may have voting discretion
over [____]% of the Fund's outstanding shares in accounts beneficially owned by
various Bay Isle advisory clients. Bay Isle intends to vote those shares at the
meeting in accordance with its fiduciary and other legal obligations with
respect to the particular accounts involved. In voting those shares on the
Reorganization, Bay Isle may seek instructions from the clients who beneficially
own those shares or may consult with or seek recommendations from another
independent fiduciary, if Bay Isle deems it appropriate in order to avoid
exercising its voting discretion in a matter in which it might be viewed as
having a conflict of interest, since it is proposed to be the sub-adviser to the
New Fund.
If the shareholders listed on the table above are shareholders of the Fund
at the time of the Reorganization, they would own after the Reorganization the
same percentage of shares outstanding in the New Fund as they own in the Fund at
the time of the Reorganization.
-15-
<PAGE>
OTHER BUSINESS
While the meeting is called to act upon any other business that may
properly come before it, at the date of this Proxy Statement/Prospectus, the
only business which the management of AST intends to present or knows that
others will present is the Proposal mentioned in the Notice of Special Meeting
of Shareholders. If any other matters lawfully come before the meeting, and in
all procedural matters at the meeting, Proxies which do not contain specific
restrictions to the contrary will be voted on such matters in the discretion of
the persons named as proxies on the Proxy card, or their substitutes, present
and acting at the meeting.
NEXT MEETING OF SHAREHOLDERS
AST is not required and does not intend to hold annual or other periodic
meetings of shareholders except as required by the Investment Company Act of
1940 or other applicable law. If the Reorganization is not consummated, the
next meeting of the shareholders of the Fund will be held at such time as the
Board of Trustees may determine or at such time as may be legally required. Any
shareholder proposal intended to be presented at such meeting must be received
by AST at its office at a reasonable time before the meeting, as determined by
the Board of Trustees, to be included in AST's proxy statement and form of proxy
relating to such meeting, and must satisfy all other legal requirements.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
By Order of the Board of Trustees,
Chris O. Moser
[________________], 1999 Secretary
-16-
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION ("Reorganization Agreement") is
made as of the ____ day of ________________, 1999, by and between ADVISORS
SERIES TRUST ("AST"), a Delaware business trust, with respect to its series
InformationTech 100 Fund (the "Acquired Fund"), and BERGER INVESTMENT PORTFOLIO
TRUST (the "Trust"), a Delaware business trust, with respect to its series
Berger Information Technology Fund (the "Acquiring Fund").
RECITAL
In accordance with the terms and conditions set forth in this
Reorganization Agreement, the parties desire that substantially all of the
assets of the Acquired Fund be transferred to the Acquiring Fund, in exchange
for shares of the Acquiring Fund and the assumption by the Acquiring Fund of
substantially all of the liabilities of the Acquired Fund, and that such
Acquiring Fund Shares be distributed immediately after the Closing, as defined
in this Reorganization Agreement, by the Acquired Fund to its shareholders in
liquidation of the Acquired Fund. It is intended that the reorganization
described in this Reorganization Agreement shall qualify as a reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
AGREEMENT
In consideration of the promises and of the covenants, agreements,
representations and warranties hereinafter set forth, the parties hereto,
intending to be legally bound hereby, covenant and agree as follows:
1 REORGANIZATION
1.1 On the Closing Date (as defined in Section 3.1), the Acquired Fund shall
assign, deliver and otherwise transfer its assets as set forth in Section
1.2 (the "Fund Assets") to the Acquiring Fund, and the Acquiring Fund
shall, as consideration therefor, (i) deliver to the Acquired Fund a number
of shares of beneficial interest of the Institutional Shares class of the
Acquiring Fund ("Acquiring Fund Shares") having an aggregate net asset
value equal to the value of the Fund Assets transferred to the Acquiring
Fund on such date less the value of the liabilities of the Acquired Fund
assumed by the Acquiring Fund on that date, and (ii) assume the Acquired
Fund's liabilities as described in Section 1.3 ("Liabilities"). Such
assignment, delivery, transfer and assumption shall take place as provided
in Section 3.1 (sometimes referred to herein as the "Closing"). Promptly
after the Closing, the Acquired Fund shall distribute the Acquiring Fund
Shares to the shareholders of the Acquired Fund in liquidation of the
Acquired Fund as provided in Section 1.5 hereof. The transactions provided
for in this Section 1.1 are hereinafter sometimes collectively referred to
as the "Reorganization."
1.2 The Fund Assets shall consist of all property and assets of any kind or
nature whatsoever, including, without limitation, all cash, cash
equivalents, securities, claims and receivables (including dividend and
interest receivables) owned by the Acquired Fund, all causes of action,
claims, choses in action and other rights of any nature, and any prepaid
expenses shown as an asset on the Acquired Fund's books on the Closing
Date. Notwithstanding the foregoing, the Fund Assets will not include cash
or cash equivalents in the amount necessary to pay the dividends or other
distributions contemplated by Section 1.4 or the amount necessary to pay
the redemptions of any shareholders of the Acquired Fund who have tendered
for redemption their shares of the Acquired Fund on or prior to the Closing
Date but who remain unpaid as of the Closing Date.
A-1
<PAGE>
1.3 Except as otherwise provided herein, the Liabilities shall consist of all
debts, liabilities, obligations and duties of the Acquired Fund of whatever
kind or nature, whether absolute, accrued, contingent or otherwise, whether
or not arising in the ordinary course of business, whether or not
determinable as of the Closing Date and whether or not specifically
referred to in this Reorganization Agreement. The Acquired Fund agrees to
utilize its best efforts to discharge all of its known Liabilities (other
than pursuant to Section 1.4) prior to the Closing Date. The Acquiring
Fund agrees, after the Closing Date, to indemnify each Trustee of AST for
such amounts and to the extent that such Trustee would be entitled to
indemnification from AST, properly chargeable to the Acquired Fund, under
the indemnification provisions of AST's Agreement and Declaration of Trust
and By-Laws, as amended through the Closing Date, and applicable law;
provided that nothing herein shall protect any such person against any
liability to the Acquired Fund, the Acquiring Fund or their shareholders to
which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or from reckless disregard of the
duties involved in the conduct of such person's office.
1.4 On or prior to the Closing Date, the Acquired Fund will declare a dividend
and/or other distribution, if any, to the extent necessary to comply with
Subchapter M of the Code, to be paid within 30 days after the Closing Date
to its shareholders of record so that, upon such payment, it will have
distributed all of its investment company taxable income (computed without
regard to any deduction for dividends paid) and realized net capital gains,
if any, through and including the Closing Date, plus the excess of its
interest income, if any, excludable from gross income under Section 103(a)
of the Code over its deductions disallowed under Code Sections 265 and
171(a)(2), for the period through and including the Closing Date.
1.5 Promptly after the Closing, the Acquired Fund will distribute the Acquiring
Fund Shares received by the Acquired Fund pursuant to Section 1.1 pro rata,
in accordance with the relation that the number of Acquiring Fund Shares
held by each shareholder bears to the total number of Acquiring Fund Shares
then outstanding, to holders of Acquired Fund Shares of record determined
as of the close of business on the Closing Date ("Acquired Fund Investors")
in complete liquidation of the Acquired Fund. Such distribution will be
accomplished by an instruction, signed by an appropriate officer of AST, to
transfer the Acquiring Fund Shares then credited to the Acquired Fund's
account on the books of the Acquiring Fund to open accounts on the books of
the Acquiring Fund established and maintained by the Acquiring Fund's
transfer agent in the names of record of the Acquired Fund Investors and
representing the respective pro rata number of shares of the Acquiring Fund
due such Acquired Fund Investor. Simultaneously with such distribution of
the Acquiring Fund Shares, all issued and outstanding shares of beneficial
interest of the Acquired Fund will be redeemed and canceled on the Acquired
Fund's books. The Acquiring Fund shall not issue certificates representing
the Acquiring Fund Shares. Fractional Acquiring Fund Shares will be
carried to the third decimal place.
1.6 Following the transfer of Fund Assets by the Acquired Fund to the Acquiring
Fund, the assumption of the Acquired Fund's Liabilities by the Acquiring
Fund, and the distribution by the Acquired Fund of the Acquiring Fund
Shares received by it pursuant to Section 1.5, AST or its Trustees shall,
as soon as reasonably practicable, terminate the qualification,
classification and registration of the Acquired Fund at all appropriate
federal and state agencies, and take such steps as may be necessary under
AST's Agreement and Declaration of Trust to abolish the Acquired Fund as a
series and rescind the establishment and designation thereof. All
reporting and other obligations of AST with respect to the Acquired Fund
shall remain the exclusive responsibility of AST up to and including the
date on which the Acquired Fund's qualification, classification and
registration is terminated and the Acquired Fund is abolished, subject to
any reporting or other obligations described in Section 4.10.
2 VALUATION
2.1 For purposes of the Reorganization, the value of the Fund Assets shall be
the value of such assets computed as of the time at which its net asset
value is calculated pursuant to the valuation
A-2
<PAGE>
procedures set forth in the Acquiring Fund's then current prospectus and
statement of additional information on the Closing Date (such time on such
date being referred to herein as the "Valuation Time").
2.2 For purposes of the Reorganization, the net asset value of a share of the
Acquiring Fund shall be the net asset value per share computed at the
Valuation Time, using the valuation procedures set forth in the Acquiring
Fund's then current prospectus and statement of additional information.
3 CLOSING AND CLOSING DATE
3.1 The Closing of the Reorganization shall occur on Friday, July 2, 1999,
commencing at 10:00 a.m., local time, or on such other date as may be
mutually agreed upon in writing by the officers of the parties hereto (the
"Closing Date"). The Closing shall be held at the offices of the Trust,
210 University Blvd., Suite 900, Denver, Colorado 80206, or at such other
location as is mutually agreeable to the parties. The Closing shall be
deemed to be effective at immediately after the close of business on the
Closing Date unless otherwise provided or agreed (the "Effective Time").
Close of business shall be deemed to be 4:00 p.m., Eastern Time.
3.2 The Acquiring Fund's custodian shall deliver at the Closing a certificate
of an authorized officer stating that: (a) the Acquired Fund's portfolio
securities, cash and any other assets have been delivered in proper form to
the Acquiring Fund on the Closing Date and (b) all necessary taxes
including all applicable federal and state stock transfer stamps, if any,
have been paid, or provision for payment shall have been made, by the
Acquired Fund in conjunction with the delivery of portfolio securities.
3.3 Notwithstanding anything herein to the contrary, in the event that on the
Closing Date (a) the New York Stock Exchange shall be closed to trading or
trading thereon shall be restricted or (b) trading or the reporting of
trading on such exchange or elsewhere shall be disrupted so that, in the
judgment of the Trust and AST, accurate appraisal of the value of the net
assets of the Acquiring Fund or the Acquired Fund is impracticable, the
Closing Date shall be postponed until the first business day after the day
when trading shall have been fully resumed without restriction or
disruption and reporting shall have been restored.
3.4 AST shall provide the Trust and its transfer agents with immediate access
from and after the Closing Date to (a) the computer, electronic or such
other forms of records containing the names, addresses and taxpayer
identification numbers of all of the Acquired Fund Investors and the number
and percentage ownership of outstanding Acquired Fund shares owned by each
Acquired Fund Investor, all as of the Valuation Time, and (b) all original
documentation (including all applicable Internal Revenue Service forms,
certificates, certifications and correspondence) relating to the Acquired
Fund Investors' taxpayer identification numbers and their liability for or
exemption from back-up withholding. At the Closing, each party shall
deliver to the other such bills of sale, assignments, share certificates,
if any, receipts or other documents of transfer, assignment or conveyance
as such other party or its counsel may reasonably request.
3.5 The Acquiring Fund will cause a confirmation statement to be mailed or
delivered to each Acquired Fund Investor setting forth the number of
Acquiring Fund Shares registered in such Acquired Fund Investor's name as
of the Closing Date following the Effective Time.
4 COVENANTS OF AST AND THE TRUST
4.1 AST has called or will call a meeting of the shareholders of the Acquired
Fund to consider and act upon this Reorganization Agreement, and to take
all other actions reasonably necessary to obtain the approval of the
transactions contemplated herein, including approval for the Acquired
Fund's liquidating distribution of the Acquiring Fund Shares contemplated
hereby, and for AST to terminate the Acquired Fund's qualification,
classification and registration and abolish the Acquired Fund as a series
if requisite approvals are obtained.
A-3
<PAGE>
4.2 Prior to the Closing Date, the Trust will take all steps necessary to
cause the formation and registration of the Acquiring Fund, including
without limitation filing an amendment or amendments to the Trust's
registration statement on Form N-1A (the "Amendment on Form N-1A") with
the Securities and Exchange Commission ("SEC") under the Securities Act
of 1933 (the "1933 Act") relating to the registration of shares of the
Acquiring Fund. The Trust will not issue any shares of the Acquiring
Fund prior to the Closing Date except as contemplated by this
Reorganization Agreement.
4.3 The Trust shall file with the SEC under the 1933 Act a registration
statement on Form N-14, and, if it deems appropriate thereafter, shall
amend it from time to time (the "Registration Statement on Form N-14"),
relating to the Acquiring Fund Shares issuable in the Reorganization and
shall use its reasonable best efforts to cause the Registration Statement
on Form N-14 to become effective. The Trust shall coordinate
preparation of the Registration Statement on Form N-14 with AST and shall
give AST and its counsel adequate opportunity to review and comment on
the form and substance thereof. AST shall cooperate fully with the Trust
in the preparation of the Registration Statement on Form N-14 and in the
effort to cause it to become effective.
4.4 Except as otherwise contemplated by this Agreement, the Acquired Fund
shall conduct its business in the ordinary course until the consummation
of the Reorganization.
4.5 AST shall provide the Acquiring Fund with all such information as the
Acquiring Fund reasonably requests concerning the record and beneficial
ownership of shares of the Acquired Fund.
4.6 Subject to the provisions hereof, the Trust, on its own behalf and on
behalf of the Acquiring Fund, and AST, on its own behalf and on behalf of
the Acquired Fund, will take, or cause to be taken, all actions, and do,
or cause to be done, all things reasonably necessary, proper or advisable
to consummate and make effective the transactions contemplated herein.
4.7 AST shall furnish to the Acquiring Fund on the Closing Date a final
statement of the total amount of the Fund Assets and Liabilities as of
the Closing Date, which statement shall be certified by an appropriate
officer of AST as being determined in accordance with generally accepted
accounting principles consistently applied and as being valued in
accordance with Section 2.1 hereof. As promptly as practicable, but in
any case within 30 days after the Closing Date, AST shall furnish to the
Acquiring Fund, in such form as is reasonably satisfactory to the Trust,
a statement certified by an officer of AST of the Acquired Fund's federal
income tax attributes that will be carried over to the Acquiring Fund in
the Reorganization pursuant to Section 381 of the Code, including without
limitation a list of the Acquired Fund's portfolio securities and other
assets showing the respective adjusted bases and holding periods thereof
for income tax purposes, as of the Closing Date.
4.8 As soon after the Closing Date as is reasonably practicable, AST, on
behalf of the Acquired Fund: (a) shall prepare and file all federal and
other tax returns and reports of the Acquired Fund required by law to be
filed with respect to all periods ending on or before the Closing Date
but not theretofore filed and (b) shall pay all federal and other taxes
shown as due thereon and/or all federal and other taxes that were due and
unpaid as of the Closing Date.
4.9 Promptly after the Closing Date, AST will file any required final
regulatory reports with respect to the Acquired Fund, and make such other
filings and take all other steps as are necessary and proper to effect
the termination or declassification of the Acquired Fund and the
abolishment of the Acquired Fund as a series of AST in accordance with
the laws of the State of Delaware and other applicable requirements.
4.10 The Acquired Fund will remit or cause to be remitted to the Acquiring
Fund any interest, cash or such dividends, rights and other payments
received by it on or after the Closing Date with respect to the Fund
Assets. Any such remittance shall not be separately valued, but shall be
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deemed included in value of the securities in respect of which such
distribution is made which were part of the Fund Assets transferred to
the Acquiring Fund at the Closing Date, unless the securities in respect
of which such distribution is made shall have gone "ex" such distribution
prior to the Valuation Time, in which case any such remittance which
remains unpaid at the Closing Date shall be separately valued and
included in the determination of the value of the Fund Assets acquired by
the Acquiring Fund.
4.11 Upon filing of the Acquiring Fund's first income tax return at the
completion of its first taxable year, the Acquiring Fund will elect to be
a "regulated investment company" ("RIC") and until such time will take
all steps necessary to qualify for taxation as a RIC under the Code.
5 REPRESENTATIONS AND WARRANTIES
5.1 The Trust represents and warrants to AST as follows:
5.1.1 The Trust is a business trust duly organized, validly existing
and in good standing under the laws of the State of Delaware and
has the power to carry on its business as it is now being
conducted, and the Acquiring Fund is, or on or before the Closing
Date will be, a validly existing series of shares of such
business trust representing interests therein under the laws of
Delaware. The Trust has all necessary federal, state and local
authorization to own all of its properties and assets and to
carry on its business as now being conducted.
5.1.2 The Trust is registered under the Investment Company Act of 1940
(the "1940 Act") as an open-end investment company of the
management type, and such registration has not been revoked or
rescinded and is in full force and effect. On or before the
Closing Date, an indefinite number of the shares of the Acquiring
Fund will be registered under the 1933 Act, and on the Closing
Date, such registration will have not been revoked or rescinded
and will be in full force and effect.
5.1.3 The Trust has the power to enter into this Reorganization
Agreement and to carry out its obligations hereunder. The
execution, delivery and performance of this Reorganization
Agreement by the Trust for itself and on behalf of the Acquiring
Fund will not (i) violate the Trust's Trust Instrument or By-laws
or (ii) result in a breach or violation of, or constitute a
default under any material agreement or material instrument, to
which the Trust is a party or by which its properties or assets
are bound.
5.1.4 No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or, to
the Trust's knowledge, threatened against the Trust or its
business, the Acquiring Fund or any of their properties or
assets, which, if adversely determined, would materially and
adversely affect the Trust or the Acquiring Fund's financial
condition or the conduct of their business, and the Trust knows
of no facts that might form the basis for the institution of any
such proceeding or investigation, and the Acquiring Fund is not a
party to or subject to the provisions of any order, decree or
judgment of any court or governmental body which materially and
adversely affects, or is reasonably likely to materially and
adversely affect, its business or its ability to consummate the
transactions contemplated herein.
5.1.5 The execution, delivery and performance of this Reorganization
Agreement by the Trust with respect to the Acquiring Fund will
have been duly authorized prior to the Closing Date by all
necessary action on the part of the Trust and its Trustees, and
this Reorganization Agreement constitutes a valid and binding
obligation of the Trust and the Acquiring Fund enforceable in
accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
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5.1.6 The Acquiring Fund and the composition of its investment
portfolio is, and as of the Closing Date will be, in compliance
with the investment objective, policies and restrictions and the
other statements concerning the Acquiring Fund in the Trust's
Trust Instrument, By-laws and registration statements under the
1940 Act and the 1933 Act, the 1940 Act and the Advisers Act of
1940, the rules and regulations thereunder, and all other
applicable federal and state laws and regulations, and the
provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Acquiring Fund as a regulated investment
company.
5.1.7 The Acquiring Fund Shares to be issued and delivered to the
Acquired Fund for the account of the Acquired Fund Investors in
the Reorganization will have been duly authorized as of the
Closing Date and, when so issued and delivered, will be duly and
validly issued, fully paid and non-assessable.
5.1.8 The information to be furnished by the Trust and the Acquiring
Fund for use in registration statements, proxy materials and
other documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete
in all material respects and shall comply in all material
respects with federal securities and other laws and regulations
thereunder applicable thereto.
5.1.9 At the time the Registration Statement on Form N-14 becomes
effective, it (i) will comply in all material respects with the
provisions of the 1933 Act and the rules and regulations of the
Commission thereunder and (ii) will not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and at
the time of the shareholders' meeting referred to in Section 4.1
hereof and as of the Closing Date, the proxy statement/prospectus
(the "Proxy Statement/Prospectus") and statement of additional
information included in the Registration Statement on Form N-14
(the "Statement of Additional Information"), as amended or
supplemented by any amendments or supplements filed by the Trust,
will not contain an untrue statement of a material fact or omit
to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading; provided, however, that none of the
representations and warranties in this Section 5.1.9 shall apply
to statements in or omissions from the Registration Statement on
Form N-14, the Proxy Statement/Prospectus or the Statement of
Additional Information made in reliance upon and in conformity
with information or materials about or provided by AST, the
Acquired Fund or Bay Isle Financial Corporation.
5.1.10 No consents, approvals, authorizations or filings are required
under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law
for the execution of this Reorganization Agreement by the Trust,
for itself and on behalf of the Acquiring Fund, or the
performance of the Reorganization Agreement by the Trust, for
itself and on behalf of the Acquiring Fund, except for (i)
effectiveness of the Registration Statement on Form N-14, (ii)
such consents, approvals, authorizations and filings as have been
made or received, and (iii) such consents, approvals,
authorizations and filings as may be required subsequent to the
Closing Date.
5.1.11 Immediately following consummation of the Reorganization, the
Acquiring Fund will hold the same Fund Assets (except for assets
distributed by Acquired Fund to Acquired Fund shareholders) and
be subject to the same Liabilities that Acquired Fund held or was
subject to immediately prior thereto, except for any liabilities
or expenses incurred in connection with the Reorganization.
5.1.12 The Acquiring Fund has not commenced operations and will not
commence operations until after the Closing.
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5.1.13 Prior to the Closing, there will be no issued and outstanding
Acquiring Fund Shares or any other securities issued by Acquiring
Fund, except one share issued at the creation of the Acquiring
Fund which will be redeemed prior to or contemporaneously with
the Closing.
5.1.14 No consideration other than Acquiring Fund Shares and the
Acquiring Fund's assumption of the Liabilities will be given in
exchange for the Fund Assets in the Reorganization.
5.1.15 The Acquiring Fund has no plan or intention to issue additional
Acquiring Fund Shares following the Reorganization except for
shares issued in the ordinary course of its business as a series
of an open-end investment company; nor does the Acquiring Fund
have any plan or intention to redeem or otherwise reacquire any
Acquiring Fund Shares issued pursuant to the Reorganization,
other than through redemptions arising in the ordinary course of
such business.
5.1.16 The Acquiring Fund (a) will actively continue the Acquired Fund's
business in substantially the same manner that the Acquired Fund
conducted that business immediately before the Reorganization,
(b) has no plan or intention to sell or otherwise dispose of any
of the Fund Assets, except for dispositions made in the ordinary
course of that business and dispositions necessary to maintain
its status as a RIC, and (c) expects to retain substantially all
the Fund Assets in the same form as it receives them in the
Reorganization, unless and until subsequent investment
circumstances suggest the desirability of change or it becomes
necessary to make dispositions thereof to maintain such status.
5.1.17 Neither the Trust nor the Acquiring Fund has any plan or
intention for Acquiring Fund to be dissolved or merged into
another corporation or business trust or "fund" thereof (within
the meaning of Section 851(h)(2) of the Code) following the
Reorganization.
5.2 AST represents and warrants to the Trust as follows:
5.2.1 AST is a business trust duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the
power to carry on its business as it is now being conducted, and
the Acquired Fund is a validly existing series of shares of such
business trust representing interests therein under the laws of
Delaware. AST has all necessary federal, state and local
authorization to own all of its properties and assets and to
carry on its business as now being conducted.
5.2.2 AST is registered under the 1940 Act as an open-end investment
company of the management type, and such registration has not
been revoked or rescinded and is in full force and effect. An
indefinite number of shares of the Acquired Fund are registered
under the 1933 Act, and such registration has not been revoked or
rescinded and is in full force and effect.
5.2.3 All of the issued and outstanding shares of beneficial interest
of the Acquired Fund have been offered and sold in compliance in
all material respects with applicable registration requirements
of the 1933 Act and state securities laws.
5.2.4 AST has the power to enter into this Reorganization Agreement and
to carry out its obligations hereunder. The execution, delivery
and performance of this Reorganization Agreement by AST for
itself and on behalf of the Acquired Fund will not (i) violate
AST's Agreement and Declaration of Trust or By-laws or (ii)
result in a breach or violation of, or constitute a default under
any material agreement or material instrument, to which AST is a
party or by which its properties or assets are bound.
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5.2.5 No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or, to
AST's knowledge, threatened against AST or its business, the
Acquired Fund or any of their properties or assets which, if
adversely determined, would materially and adversely affect the
Acquired Fund's financial condition or the conduct of its
business, and AST knows of no facts that might form the basis for
the institution of any such proceeding or investigation, and the
Acquired Fund is not a party to or subject to the provisions of
any order, decree or judgment of any court or governmental body
that materially and adversely affects, or is reasonably likely to
materially and adversely affect, its business or its ability to
consummate the transactions contemplated herein.
5.2.6 The Statement of Assets and Liabilities, Statement of Operations
and Statement of Changes in Net Assets of the Acquired Fund as of
and for the year ended February 28, 1999, audited by McGladrey &
Pullen LLP (copies of which have been or will be furnished to the
Acquiring Fund) fairly present, in all material respects, the
financial condition of the Acquired Fund as of such date and its
results of operations for such period in accordance with
generally accepted accounting principles consistently applied,
and as of such date there were no Liabilities of the Acquired
Fund (contingent or otherwise) known to AST that were not
disclosed therein but that would be required to be disclosed
therein in accordance with generally accepted accounting
principles.
5.2.7 Since the date of the most recent audited financial statements,
there has not been any material adverse change in the Acquired
Fund's financial condition, assets, liabilities or business,
other than changes occurring in the ordinary course of business,
or any incurrence by the Acquired Fund of indebtedness maturing
more than one year from the date such indebtedness was incurred,
except as otherwise disclosed in writing to and accepted by the
Acquiring Fund prior to the Closing Date (for the purposes of
this Section 5.2.7, neither a decline in the Acquired Fund's net
asset value per share nor a decrease in the Acquired Fund's size
due to redemptions shall be deemed to constitute a material
adverse change).
5.2.8 All federal and other tax returns and reports of AST and the
Acquired Fund required by law have been or will be filed, and all
federal and other taxes owed by AST and the Acquired Fund shall,
with respect to all periods ending on or before the Closing Date,
have been or will be paid so far as due, and to the best of AST's
knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any such return.
5.2.9 For each taxable year from its inception through the Closing
Date, the Acquired Fund has met the requirements of Subchapter M
of the Code for qualification as a RIC, has not taken any action
that would prevent its continued qualification as a separate RIC
under Subchapter M of the Code and will take all necessary and
required actions to maintain such status.
5.2.10 All issued and outstanding shares of the Acquired Fund are, and
on the Closing Date will be, duly authorized and validly issued
and outstanding, and fully paid and non-assessable by AST, and
all such shares will be, at the time of the Closing, held by the
persons and in the amounts set forth in the list of Acquired Fund
Investors provided to the Acquiring Fund pursuant to Section 3.4,
and the Acquired Fund has no outstanding options, warrants or
other rights to subscribe for or purchase any of its shares, nor
is there outstanding any security convertible into any of its
shares.
5.2.11 At the Closing Date, the Acquired Fund will have good and
marketable title to the Fund Assets, free and clear of any liens,
claims, charges, options and encumbrances (except as otherwise
disclosed in writing to and accepted by the Acquiring Fund prior
to the Closing Date or as may be permitted under the 1940 Act),
and shall have full right,
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power and authority to assign, deliver and otherwise transfer
such Fund Assets hereunder. Upon delivery and payment for such
Fund Assets as contemplated herein, the Acquiring Fund will
acquire good and marketable title thereto, subject to no
restrictions on the ownership or transfer thereof other than as
otherwise disclosed in writing to and accepted by the Acquiring
Fund prior to the Closing Date or as may be permitted under the
1940 Act.
5.2.12 The execution, delivery and performance of this Reorganization
Agreement by AST with respect to the Acquired Fund will have been
duly authorized prior to the Closing Date by all necessary action
on the part of AST and the Trustees thereof, and this
Reorganization Agreement constitutes a valid and binding
obligation of AST and the Acquired Fund enforceable in accordance
with its terms, subject as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other similar laws of
general applicability relating to or affecting creditors' rights
and to general equity principles.
5.2.13 The Acquired Fund and the composition of its investment portfolio
is, and as of the Closing Date will be, in compliance with the
investment objective, policies and restrictions and the other
statements concerning the Acquired Fund in the Trust's Agreement
and Declaration of Trust, By-laws and registration statements
under the 1940 Act and the 1933 Act, the 1940 Act and the
Advisers Act of 1940, the rules and regulations thereunder, and
all other applicable federal and state laws and regulations, and
the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Acquiring Fund as a regulated investment
company.
5.2.14 The information to be furnished by AST and the Acquired Fund for
use in registration statements, proxy materials and other
documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete
in all material respects and shall comply in all material
respects with federal securities and other laws and regulations
thereunder applicable thereto.
5.2.15 Insofar as it contains information or materials about or provided
by AST or the Acquired Fund, at the time the Registration
Statement on Form N-14 becomes effective, it (i) will comply in
all material respects with the provisions of the Securities Act
and the rules and regulations of the Commission thereunder and
(ii) will not contain an untrue statement of a material fact or
omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading; and insofar as they contain information or
materials about or provided by AST or the Acquired Fund, at the
time of the shareholders' meeting referred to in Section 4.1
hereof and as of the Closing Date, the Proxy Statement/Prospectus
and the Statement of Additional Information, as amended or
supplemented by any amendments or supplements filed by the Trust,
will not contain an untrue statement of a material fact or omit
to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading.
5.2.16 No consents, approvals, authorizations or filings are required
under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law
for the execution of this Reorganization Agreement by AST, for
itself and on behalf of the Acquired Fund, or the performance of
the Reorganization Agreement by AST for itself and on behalf of
the Acquired Fund, except for (i) effectiveness of the
Registration Statement on Form N-14, (ii) such consents,
approvals, authorizations and filings as have been made or
received, and (iii) such consents, approvals, authorizations and
filings as may be required subsequent to the Closing Date.
5.2.17 There are no material contracts to which the Acquired Fund or AST
on behalf of the Acquired Fund is a party, other than as
disclosed in the Proxy Statement/Prospectus.
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5.2.18 For each taxable year from its inception through the Closing
Date, the Acquired Fund has normally and regularly distributed
substantially all of its investment company taxable income
(computed without regard to any deduction for dividends paid) and
realized net capital gains, and the excess of its interest
income, if any, excludable from gross income under Section 103(a)
of the Code over its deductions disallowed under Code Sections
265 and 171(a)(2).
5.2.19 The Acquired Fund, and each entity related to the Acquired Fund
within the meaning of Treas. Reg. Section 1.368-1(e), has no
plan or intent to redeem or otherwise acquire shares of the
Acquired Fund from its shareholders on or prior to the Closing
other than pursuant to its obligations under Section 22(e) of the
1940 Act.
6 CONDITIONS PRECEDENT TO OBLIGATIONS OF AST
The obligations of AST to consummate the Reorganization with respect to
the Acquired Fund shall be subject to the performance by the Trust, for itself
and on behalf of the Acquiring Fund, of all the obligations to be performed by
it hereunder on or before the Closing Date and, in addition thereto, the
following conditions:
6.1 All representations and warranties of the Trust contained herein shall be
true and correct in all material respects as of the date hereof and,
except as they may be affected by the transactions contemplated herein,
as of the Closing Date with the same force and effect as if made on and
as of the Closing Date.
6.2 The Trust shall have delivered to AST at the Closing a certificate
executed on behalf of the Acquiring Fund by an authorized officer of the
Trust, in a form and substance reasonably satisfactory to AST and dated
as of the Closing Date, to the effect that the representations and
warranties of the Trust made herein are true and correct at and as of the
Closing Date, except as they may be affected by the transactions
contemplated herein, and as to such other matters as the Acquired Fund
may reasonably request.
6.3 AST, on behalf of the Acquired Fund, shall have received at the Closing a
favorable opinion of Davis, Graham & Stubbs LLP, counsel to the Trust
(based upon or subject to such representations, assumptions, limitations
or opinions of local counsel as such counsel may deem appropriate or
necessary), dated as of the Closing Date, in a form (including the
representations, assumptions, limitations or opinions of local counsel
upon which it is based or to which it is subject) reasonably satisfactory
to the Acquired Fund, substantially to the effect that:
6.3.1 The Trust is an open-end investment company of the management
type, duly registered under the 1940 Act, and its registration
with the SEC as an investment company under the 1940 Act is in
full force and effect.
6.3.2 The Acquiring Fund is a duly established and designated series of
the Trust, which is a business trust duly created pursuant to its
Trust Instrument, validly existing and in good standing under the
laws of the State of Delaware.
6.3.3 This Reorganization Agreement has been duly authorized, executed
and delivered by the Trust with respect to the Acquiring Fund
and, assuming due authorization, execution and delivery of this
Reorganization Agreement by AST with respect to the Acquired
Fund, is a valid and binding obligation of the Trust enforceable
against the Trust in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
6.3.4 The Acquiring Fund Shares to be issued to the Acquired Fund
Investors pursuant to this Reorganization Agreement are duly
authorized and upon such issuance will be validly
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issued and outstanding and fully paid and non-assessable, and as
of the Closing Date, no shareholder of the Acquiring Fund has any
preemptive rights to subscription or purchase in respect thereof.
6.3.5 The Registration Statement on Form N-14 and the Amendment on Form
N-1A have become effective with the SEC and, to the best of such
counsel's knowledge, no stop order suspending the effectiveness
thereof has been issued and no proceedings for that purpose have
been instituted or are pending or threatened.
6.3.6 The execution and delivery of the Reorganization Agreement and
the performance of its terms by the Trust, and the Acquiring
Fund, do not violate or result in a violation of the Trust's
Trust Instrument or By-laws or any judgment, order or decree
known to such counsel, of any court or arbiter, to which the
Trust is a party, and, to such counsel's knowledge, will not
constitute a material breach of the terms, conditions or
provisions of, or constitute a default under, any contract,
undertaking, indenture or other agreement by which the Trust is
now bound or to which it is now a party.
6.3.7 No consents, approvals, authorizations or filings are required
under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law
for the execution of this Reorganization Agreement by the Trust,
for itself and on behalf of the Acquiring Fund, or the
performance of the Reorganization Agreement by the Trust, for
itself and on behalf of the Acquiring Fund, except for (i)
effectiveness of the Registration Statement on Form N-14, (ii)
such consents, approvals, authorizations and filings as have been
made or received, and (iii) such consents, approvals,
authorizations and filings as may be required subsequent to the
Closing Date.
6.4 As of the Closing Date, there shall have been no material change in the
investment objective, policies and restrictions nor any material change
in the investment management fees, fee levels payable pursuant to the
12b-1 plan of distribution, other fees payable for services provided to
the Acquiring Fund, or in the fee waiver or expense reimbursement
undertakings, of the Acquiring Fund from those described in the Proxy
Statement/Prospectus.
6.5 The Trustees of the Trust, including a majority of the "non-interested"
Trustees, shall have determined, in resolutions adopted prior to the
Closing Date and still in effect on such date, that the Reorganization is
in the best interests of the Acquiring Fund and that the interests of the
existing shareholders of the Acquiring Fund would not be diluted as a
result of the Reorganization.
7 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST
The obligations of the Trust to consummate the Reorganization with
respect to the Acquiring Fund shall be subject to the performance by AST, for
itself and on behalf of the Acquired Fund, of all the obligations to be
performed by it hereunder on or before the Closing Date and, in addition
thereto, the following conditions:
7.1 All representations and warranties of AST contained herein shall be true
and correct in all material respects as of the date hereof and, except as
they may be affected by the transactions contemplated by this
Reorganization Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
7.2 AST shall have delivered to the Trust at the Closing a certificate
executed on behalf of the Acquired Fund by an authorized officer of AST,
in a form and substance reasonably satisfactory to the Trust and dated as
of the Closing Date, to the effect that the representations and
warranties of AST made herein are true and correct at and as of the
Closing Date, except as they may be affected by the transactions
contemplated herein, and as to such other matters as the Acquiring Fund
may reasonably request.
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7.3 The Trust, on behalf of the Acquiring Fund, shall have received at the
Closing a favorable opinion from Paul, Hastings, Janofsky & Walker LLP,
counsel to AST (based upon or subject to such representations,
assumptions, limitations or opinions of local counsel as such counsel may
deem appropriate or necessary), dated as of the Closing Date, in a form
(including the representations, assumptions, limitations or opinions of
local counsel upon which it is based or to which it is subject)
reasonably satisfactory to the Acquiring Fund, substantially to the
effect that:
7.3.1 AST is an open-end investment company of the management type,
duly registered under the 1940 Act, and its registration with the
SEC as an investment company under the 1940 Act is in full force
and effect.
7.3.2 The Acquired Fund is a duly established and designated series of
AST, which is a business trust duly created pursuant to its
Agreement and Declaration of Trust, validly existing and in good
standing under the laws of the State of Delaware.
7.3.3 This Reorganization Agreement has been duly authorized, executed
and delivered by AST with respect to the Acquired Fund and,
assuming due authorization, execution and delivery of this
Reorganization Agreement by the Trust with respect to the
Acquiring Fund, is a valid and binding obligation of AST,
enforceable against AST in accordance with its terms, subject as
to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
7.3.4 The execution and delivery of the Reorganization Agreement and
the performance of its terms by AST, and the Acquired Fund, do
not violate or result in a violation of AST's Agreement and
Declaration of Trust or By-Laws, or any judgment, order or decree
known to such counsel, of any court or arbiter, to which AST is a
party, and, to such counsel's knowledge, will not constitute a
material breach of the terms, conditions or provisions of, or
constitute a default under, any contract, undertaking, indenture
or other agreement by which AST is now bound or to which it is
now a party.
7.3.5 No consents, approvals, authorizations or filings are required
under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law
for the execution of this Reorganization Agreement by AST, for
itself and on behalf of the Acquired Fund, or the performance of
the Reorganization Agreement by AST for itself and on behalf of
the Acquired Fund, except for (i) effectiveness of the
Registration Statement on Form N-14, (ii) such consents,
approvals, authorizations and filings as have been made or
received, and (iii) such consents, approvals, authorizations and
filings as may be required subsequent to the Closing Date.
7.4 The Acquiring Fund shall have received, pursuant to Section 5.2.6, copies
of audited financial statements of the Acquired Fund as of February 28,
1999.
7.5 The Trustees of AST, including a majority of "non-interested" Trustees,
shall have determined, in resolutions adopted prior to the Closing Date
and still in effect on such date, that the Reorganization is in the best
interests of the Acquired Fund and that the interests of the existing
investors in the Acquired Fund would not be diluted as a result of the
Reorganization.
7.6 All securities to be acquired by the Acquiring Fund as part of the Fund
Assets in the Reorganization shall have been approved by the investment
adviser of the Acquiring Fund as consistent with the investment policies
of the Acquiring Fund.
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8 FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF AST AND THE TRUST
The obligations of AST and the Trust herein are the subject to the
further conditions that on or before the Closing Date:
8.1 This Reorganization Agreement and the transactions contemplated herein
shall have been approved by the requisite vote of the holders of the
outstanding shares of beneficial interest in the Acquired Fund in
accordance with the provisions of AST's Agreement and Declaration of
Trust and the requirements of the 1940 Act, and copies of the shareholder
resolutions evidencing such approval shall have been delivered to the
Acquiring Fund, certified by an appropriate officer of AST.
8.2 The sole shareholder of the Acquiring Fund shall have voted, after
becoming the sole shareholder of the Acquiring Fund and prior to the
receipt by the Acquiring Fund of any Fund Assets, to approve the
investment advisory agreement between the Trust and Berger Associates,
Inc., with respect to the Acquiring Fund, to approve the sub-advisory
agreement between Berger Associates, Inc., and Bay Isle Financial
Corporation with respect to the Acquiring Fund, and to approve any such
other matters as the Trustees of the Trust may deem necessary or
desirable to submit to shareholder vote.
8.3 On the Closing Date, no action, suit or other proceeding shall be pending
or threatened to be brought before any court or governmental agency in
which it is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Reorganization Agreement or any of the
transactions contemplated herein.
8.4 All consents of other parties and all other consents, orders, approvals
and permits of federal, state and local regulatory authorities
(including, without limitation, those of the SEC and of state securities
authorities) deemed necessary by the Trust, on behalf of the Acquiring
Fund, or by AST, on behalf of the Acquired Fund, to permit consummation,
in all material respects, of the transactions contemplated herein shall
have been obtained, except where failure to obtain any such consent,
order or permit would not, in the opinion of the party asserting that
this condition to Closing has not been satisfied, involve a risk of a
material adverse effect on the assets or properties of the Acquiring Fund
or the Acquired Fund.
8.5 The Registration Statement on Form N-14 and the Amendment on Form N-1A of
the Trust shall have become effective under the 1933 Act, no stop orders
suspending the effectiveness thereof shall have been issued and, to the
best knowledge of the parties hereto, no investigation or proceeding for
that purpose shall have been instituted or be pending, threatened or
contemplated under the 1933 Act.
8.6 Except to the extent prohibited by Rule 19b-1 promulgated under the 1940
Act, the Acquired Fund shall have declared a dividend or dividends which,
together with all previous such dividends, shall have the effect of
distributing to the Acquired Fund's shareholders its investment company
taxable income for all taxable years ending on or prior to the Closing
Date (computed without regard to any deduction for dividends paid), its
net capital gain for all taxable years ending on or prior to the Closing
Date (after reduction for any capital loss carry forward) and the excess
of its interest income, if any, excludable from gross income under
Section 103(a) of the Code over its deductions disallowed under Code
Sections 265 and 171(a)(2), for all taxable years ending on or prior to
the Closing Date.
8.7 If requested by the Acquiring Fund and the Acquired Fund, the Acquiring
Fund and the Acquired Fund shall have received from
PricewaterhouseCoopers LLP a letter, dated as of the Closing Date, in
form and substance reasonably satisfactory to the Trust and to AST, and
on the basis of limited procedures agreed upon by the Trust, on behalf of
the Acquiring Fund, and AST, on behalf of the Acquired Fund (but not an
examination in accordance with generally accepted
A-13
<PAGE>
auditing standards), covering such accounting, financial or other matters
as are reasonably deemed necessary by the Trust and the AST.
8.8 The Trust and AST shall have received an opinion of Davis, Graham &
Stubbs LLP addressed to both the Acquiring Fund and the Acquired Fund
(which may be based upon certain representations made herein or otherwise
by the Acquiring Fund, the Acquired Fund and whosoever else such firm may
deem reasonably necessary or appropriate in support of such opinion),
substantially to the effect that, for federal income tax purposes:
8.8.1 the Acquiring Fund and Acquired Fund will be treated as
corporations separate from the other series of the Trust and AST,
respectively;
8.8.2 the transfer by the Acquired Fund of all or substantially all of
its assets in exchange for Acquiring Fund shares and the
assumption by the Acquiring Fund of all of the Acquired Fund's
liabilities and the subsequent liquidation of the Acquired
Fund pursuant to the Reorganization should constitute a
"reorganization" within the meaning of Section 368(a) of the
Code, and the Acquiring Fund and the Acquired Fund should each be
"a party to a reorganization" within the meaning of Section
368(b) of the Code;
8.8.3 the Acquired Fund should not recognize any gain or loss as a
result of the Reorganization;
8.8.4 the Acquiring Fund should not recognize any gain or loss on the
receipt of the assets of the Acquired Fund in exchange for shares
of the Acquiring Fund in the Reorganization;
8.8.5 the Acquiring Fund's adjusted tax basis and holding period in the
assets received from the Acquired Fund in the Reorganization
should be the same as the adjusted tax basis and should include
the holding period, respectively, of such assets in the hands of
the Acquired Fund immediately prior to the Reorganization;
8.8.6 the shareholders of the Acquired Fund who exchange shares of the
Acquired Fund solely for shares of the Acquiring Fund in the
Reorganization should not recognize any gain or loss upon such
exchange;
8.8.7 the aggregate tax basis of the Acquiring Fund's shares received
by each shareholder of the Acquired Fund in the Reorganization
should be the same as the aggregate tax basis of the Acquired
Fund shares exchanged therefor;
8.8.8 each former Acquired Fund shareholder's holding period of
Acquiring Fund shares received in the Reorganization should be
determined by including the period for which the Acquired Fund
shares was held by such shareholder at the time of the
Reorganization provided that such shareholder held the Acquired
Fund shares as a capital asset; and
8.8.9 the Acquiring Fund should succeed to and take into account the
tax attributes of the Acquired Fund described in Section 381(c)
of the Code, subject to the conditions and limitations contained
therein.
9 BROKERAGE FEES AND EXPENSES
9.1 The Trust, for itself and on behalf of the Acquiring Fund, and AST, on
behalf of itself and on behalf of the Acquired Fund, represent and
warrant that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for herein.
9.2 Berger Associates, Inc., will bear the expenses incurred in connection
with entering into and carrying out the provisions of this Reorganization
Agreement.
A-14
<PAGE>
10 ENTIRE REORGANIZATION AGREEMENT; SURVIVAL OF WARRANTIES
10.1 This Reorganization Agreement constitutes the entire agreement between
the parties and supersedes any prior or contemporaneous understanding or
arrangement with respect to the subject matter hereof.
10.2 The representations, warranties and covenants contained in this
Reorganization Agreement or in any document delivered pursuant hereto or
in connection herewith shall survive the consummation of the transactions
contemplated herein.
11 TERMINATION
11.1 This Reorganization Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing:
11.1.1 by the mutual written consent of the Trust and AST;
11.1.2 by either the Trust or AST by notice to the other, without
liability to the terminating party on account of such termination
(provided any such termination shall not excuse the terminating
party from any liability arising out of a default or breach of
this Reorganization Agreement by such terminating party) if such
Closing shall not have occurred on or before October 31, 1999; or
11.1.3 by either the Trust or AST, in writing without liability to the
terminating party on account of such termination (provided any
such termination shall not excuse the terminating party from any
liability arising out of a default or breach of this
Reorganization Agreement by such terminating party), if (i) the
other party shall fail to perform in any material respect its
agreements contained herein required to be performed prior to the
Closing Date, (ii) the other party materially breaches or shall
have breached any of its representations, warranties or covenants
contained herein, or (iii) any other express condition precedent
to the obligations of the terminating party has not been met and
it reasonably appears that it will not or cannot be met.
11.2 Termination of this Reorganization Agreement pursuant to Section 11.1.1
shall terminate all obligations of the parties hereunder with respect to
the Acquired Fund and Acquiring Fund, or with respect to the Trust and
AST, as the case may be, and there shall be no liability for damages on
the part of the Trust or AST or the Trustees or officers of the Trust or
AST, to any other party or its Trustees or officers on account of
termination pursuant to Section 11.1.1.
12 AMENDMENTS
This Reorganization Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the authorized officers
of the Trust and the authorized officers of AST; provided, however, that
following the meeting of the shareholders of the Acquired Fund, no such
amendment may have the effect of changing the provisions for determining the
number of shares of the Acquiring Fund to be issued to the Acquired Fund
Investors under this Reorganization Agreement to the detriment of such Acquired
Fund Investors, or otherwise materially and adversely affecting the Acquired
Fund, without the Acquired Fund obtaining the Acquired Fund Investors' further
approval, except that nothing in this Article 12 shall be construed to prohibit
the Acquiring Fund and the Acquired Fund from amending this Reorganization
Agreement to change the Closing Date or Valuation Time by mutual agreement.
A-15
<PAGE>
13 NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Reorganization Agreement shall be in writing and shall be
given by fax, certified postal mail or overnight express courier addressed to:
For AST, on behalf of itself and the Acquired Fund:
Advisors Series Trust
4455 E. Camelback Road, Suite 261E
Phoenix, Arizona 85018
Attention: Robert H. Wadsworth
Fax: (602) 952-8520
with copies (which shall not constitute notice) to:
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104
Fax: (415) 835-1850
For the Trust, on behalf of itself and the Acquiring Fund:
Berger Investment Portfolio Trust
210 University Boulevard
Suite 900
Denver, Colorado 80206
Attention: Gerard M. Lavin, President
Fax: (303) 329-8719
with copies (which shall not constitute notice) to:
Lester R. Woodward, Esq.
Davis, Graham & Stubbs LLP
370 Seventeenth Street, Suite 4700
Denver, Colorado 80202
Fax: (303) 892-7400
14 MISCELLANEOUS
14.1 The article and section headings contained herein are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Reorganization Agreement. Whenever the terms
hereto, hereunder, herein or hereof are used in this Reorganization
Agreement, they shall be construed as referring to this entire
Reorganization Agreement, rather than to any individual article, section,
subsection or sentence.
14.2 This Reorganization Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
14.3 This Reorganization Agreement shall be governed by and construed and
interpreted in accordance with the internal laws of the State of
Delaware.
14.4 At any time prior to the Closing, either of the parties hereto may (i)
waive any inaccuracies in the representations and warranties made to it
contained herein and (ii) waive compliance with any of
A-16
<PAGE>
the covenants or conditions made for its benefit contained herein, except
that neither party may waive the conditions set forth in Sections 8.5 or
8.8 hereof.
14.5 This Reorganization Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other
parties. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give any person, firm or corporation, other
than the parties hereto and their respective successors and assigns, any
rights or remedies under or by reason of this Reorganization Agreement.
14.6 NOTICE IS HEREBY GIVEN that the Trust is a business trust organized under
the Delaware Business Trust Act pursuant to a Certificate of Trust filed
in the office of the Secretary of State of the State of Delaware. All
parties to this Reorganization Agreement acknowledge and agree that the
Trust is a series trust and all debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular series shall be enforceable against the assets held with
respect to such series only, and not against the assets of the Trust
generally or against the assets held with respect to any other series and
further that no Trustee, officer or holder of shares of beneficial
interest of the Trust shall be personally liable for any of the
foregoing.
14.5 NOTICE IS HEREBY GIVEN that AST is a business trust organized under the
Delaware Business Trust Act pursuant to a Certificate of Trust filed in
the office of the Secretary of State of the State of Delaware. All
parties to this Reorganization Agreement acknowledge and agree that AST
is a series trust and all debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a
particular series shall be enforceable against the assets held with
respect to such series only, and not against the assets of AST generally
or against the assets held with respect to any other series and further
that no Trustee, officer or holder of shares of beneficial interest of
AST shall be personally liable for any of the foregoing.
[signature page follows]
A-17
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Reorganization Agreement to be duly executed by its authorized officer.
ADVISORS SERIES TRUST, with respect to its series
InformationTech 100 Fund
---------------------------------------
Name:
Title:
BERGER INVESTMENT PORTFOLIO TRUST, with respect to
its series Berger Information Technology Fund
---------------------------------------
Name: Gerard M. Lavin
Title: President
The undersigned hereby agrees to the provisions of Section 9.2 and further
hereby represents and warrants to the Trust and to AST as to the same matters as
are set forth in Sections 5.2.14 and 5.2.15 hereof, but only insofar as the
documents referenced therein contain information or materials about or provided
by Berger Associates, Inc.
BERGER ASSOCIATES, INC.
- ---------------------------------------
Name: Gerard M. Lavin
Title: President
The undersigned hereby represents and warrants to the Trust and to AST as to the
same matters as are set forth in Sections 5.2.14 and 5.2.15 hereof, but only
insofar as the documents referenced therein contain information or materials
about or provided by Bay Isle Financial Corporation.
BAY ISLE FINANCIAL CORPORATION
- ---------------------------------------
Name: Gary G. Pollock
Title: President
A-18
<PAGE>
PROXY PROXY
ADVISORS SERIES TRUST
INFORMATIONTECH 100-Registered Trademark- FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ________, 1999
The undersigned shareholder of the INFORMATIONTECH 100 FUND (the Fund), a
series of ADVISORS SERIES TRUST (the Trust), a Delaware business trust, hereby
appoints [_____________-, ________________ and _______________], or any of them,
with full power of substitution and revocation, the true and lawful proxies to
represent the undersigned and to vote on behalf of the undersigned all shares of
the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held on [________], 1999, at the offices of the
Fund, 160 Sansome Street, San Francisco, California, at 10:00 a.m., Pacific
time, and at any adjournments thereof. The undersigned authorizes and instructs
the proxies to vote as indicated below.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. The
proxies named will vote the shares represented by this Proxy in accordance with
the choice made on this card. IF NO CHOICE IS INDICATED FOR ANY MATTER, THIS
PROXY WILL BE VOTED FOR THE MATTER PRESENTED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
1. Approval of a Reorganization of the Fund by which (i) the Fund would be
reorganized from a series of the Advisors Series Trust into the Berger
Information Technology Fund (the New Fund), a newly organized series of the
Berger Investment Portfolio Trust, (ii) the Fund would transfer to the New Fund
all or substantially all of its assets in exchange for shares of the New Fund
and assumption of the Fund's liabilities, and (iii) the New Fund shares would be
distributed to shareholders of the Fund in complete liquidation of the Fund.
For Against Abstain
/ / / / / /
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Please sign EXACTLY as your name(s) appear on your shareholder account
statement. When signing as attorney, executor, administrator, guardian,
trustee, custodian, etc., please give full title as such. If a corporation,
partnership or limited liability company, please sign the full name by an
authorized officer, partner, member or manager. If shares are owned jointly,
all parties should sign.
Dated: ______________________, 1999 -----------------------------
Signature
-----------------------------
Title (If applicable)
-----------------------------
Signature (If held jointly)
-----------------------------
Title (If applicable)
<PAGE>
PART B. STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
BERGER INFORMATION TECHNOLOGY FUND
(A SERIES OF BERGER INVESTMENT PORTFOLIO TRUST)
STATEMENT OF ADDITIONAL INFORMATION
DATED[______________], 1999
FOR REGISTRATION STATEMENT ON FORM N-14
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Proxy Statement/Prospectus dated [__________],
1999, which has been filed by the Berger Investment Portfolio Trust in
connection with a Special Meeting of Shareholders of the
InformationTech100-Registered Trademark- Fund (the "Fund") of Advisors Series
Trust ("AST") that has been called to vote on an Agreement and Plan of
Reorganization, and the transactions contemplated thereby, of the Fund into the
Berger Information Technology Fund (the "New Fund"). Copies of the Proxy
Statement/Prospectus may be obtained at no charge by writing to Shareholder
Communications, 17 State Street, 28th Floor, New York, NY 10004, or by calling
1-800-733-8481 ext. 403.
Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Proxy
Statement/Prospectus.
Each of the following documents accompanies this document and is
incorporated by reference herein:
1. The Preliminary Statement of Additional Information of the New Fund --
Institutional Shares, dated _____________, 1999.
2. The Statement of Additional Information of the Fund dated June 28, 1998.
3. Financial statements and schedules of the Fund, as contained in the Annual
Report to Shareholders of the Fund for the fiscal year ended February 28, 1999.
Pro forma financial statements for the New Fund are not included in this
Statement of Additional Information. See below under "Pro Forma Financial
Statements."
TABLE OF CONTENTS
General Information Page 2
Pro Forma Financial Statements Page 2
-1-
<PAGE>
GENERAL INFORMATION
The shareholders of the Fund are being asked to approve a reorganization of
the Fund pursuant to an Agreement and Plan of Reorganization (the "Plan") by
which the Fund would be reorganized into the New Fund, and the transactions
contemplated by the Plan. The Plan contemplates the transfer of all of the
assets of the Fund to the New Fund, and the assumption by the New Fund of the
liabilities of the Fund, in exchange for Institutional Shares of the New Fund.
Immediately after the Reorganization, the Fund will distribute to its
shareholders of record as of the close of business on that date the New Fund
Institutional Shares received.
The shares of the New Fund that will be issued for distribution to the
Fund's shareholders will have an aggregate net asset value equal to the
aggregate net asset value of the shares of the Fund held as of the date the
Reorganization is effective. AST will then take all necessary steps to abolish
the Fund as a series and rescind the establishment and designation thereof, and
to terminate the qualification, registration and classification of the Fund.
All issued and outstanding shares of the Fund will be canceled on the Fund's
books. Shares of the New Fund will be represented only by book entries; no
share certificates will be issued.
A Special Meeting of the Fund's shareholders to consider the proposed
reorganization will be held at the Fund's offices,160 Sansome Street, San
Francisco, California, on [____________], 1999, at 10 a.m., local time.
PRO FORMA FINANCIAL STATEMENTS
Pro forma financial statements for the New Fund are not included in this
Statement of Additional Information since the New Fund is newly organized and
will have no assets or operations prior to the Reorganization. The New Fund
will be the accounting successor to the Fund following the Reorganization. For
historical financial information about the Fund, refer to the Annual Report to
Shareholders of the Fund for the fiscal year ended February 28, 1999, which
accompanies this Statement of Additional Information.
-2-
<PAGE>
BERGER INVESTMENT PORTFOLIO TRUST
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION
The response to this item is incorporated by reference to Item 25 of Part C
of Post-Effective Amendment No. 19, filed January 22, 1999, to the Registrant's
Registration Statement on Form N-1A, 1933 Act File No. 33-69460 (the
"Registration Statement").
ITEM 16. EXHIBITS
The Exhibit Index following the signature pages below is incorporated
herein by reference.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933
("1933 Act"), the reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons who may be deemed
underwriters in addition to the information called for by the other items of the
applicable form.
(b) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (a) above will be filed as part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
Part C, Page 1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Registration Statement on Form N-14 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City and County of Denver,
State of Colorado, on the 16th day of April, 1999.
BERGER INVESTMENT PORTFOLIO TRUST
(Registrant)
By /s/ Gerard M. Lavin
----------------------------------------
Name: Gerard M. Lavin
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerard M. Lavin, Janice M. Teague and Lester R.
Woodward, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, and in his or her
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gerard M. Lavin President (Principal April 16, 1999
- -------------------------- Executive Officer)
Gerard M. Lavin and Trustee
/s/ David J. Schultz Vice President April 16, 1999
- -------------------------- and Treasurer
David J. Schultz (Principal Financial Officer)
Part C, Page 2
<PAGE>
/s/ John Paganelli Assistant Treasurer April 16, 1999
- -------------------------- (Principal Accounting
John Paganelli Officer)
/s/ Dennis E. Baldwin Trustee April 16, 1999
- --------------------------
Dennis E. Baldwin
/s/ William M.B. Berger Trustee April 16, 1999
- --------------------------
William M.B. Berger
/s/ Louis R. Bindner Trustee April 16, 1999
- --------------------------
Louis R. Bindner
/s/ Katherine A. Cattanach Trustee April 16, 1999
- --------------------------
Katherine A. Cattanach
/s/ Paul R. Knapp Trustee April 16, 1999
- --------------------------
Paul R. Knapp
/s/ Harry T. Lewis, Jr. Trustee April 16, 1999
- --------------------------
Harry T. Lewis, Jr.
/s/ Michael Owen Trustee April 16, 1999
- --------------------------
Michael Owen
/s/ William Sinclaire Trustee April 16, 1999
- --------------------------
William Sinclaire
Part C, Page 3
<PAGE>
BERGER INVESTMENT PORTFOLIO TRUST
EXHIBIT INDEX
N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- ------------- ---------- --------------------
(1) Exhibit 1 Trust Instrument
(2) Exhibit 2 Bylaws
Exhibit 3 Not applicable
(3) Exhibit 4 Form of Agreement and Plan of
Reorganization
Exhibit 5 Not applicable
(4) Exhibit 6.1 Form of Investment Advisory
Agreement for Berger
Information Technology Fund
(5) Exhibit 6.2 Form of Sub-Advisory Agreement
for Berger Information
Technology Fund
(6) Exhibit 7 Form of Distribution Agreement
between the Trust and Berger
Distributors, Inc.
Exhibit 8 Not applicable
(7) Exhibit 9 Form of Custody Agreement
(8) Exhibit 10.1 Rule 12b-1 Plan for the
Investor Shares of the Berger
Information Technology Fund
(9) Exhibit 10.2 Rule 18f-3 Plan for the Berger
Information Technology Fund
* Exhibit 11 EX-99.B11 Opinion and consent of Davis,
Graham & Stubbs LLP relating
to the legality of the shares
being registered
** Exhibit 12 EX-99.B12 Opinion and consent of Davis,
Graham & Stubbs LLP relating
to the tax matters discussed
in Part A hereof
(10) Exhibit 13 Form of Administrative
Services Agreement for Berger
Information Technology Fund
* Exhibit 14 EX-99.B14 Consent of McGladrey & Pullen,
LLP
Exhibit 15 Not applicable
(11) Exhibit 16 Powers of Attorney
Exhibit 17 Not applicable
- ------------------
* Filed herewith.
** Registrant hereby undertakes to file this Exhibit by post-effective
amendment within a reasonable time after receipt of the opinion.
Filed previously as indicated below and incorporated herein by reference:
(1) Filed as Exhibit 1 with Post-Effective Amendment No. 15 to the Registrant's
Registration Statement on Form N-1A, filed April 30, 1998.
(2) Filed as Exhibit 2 with Post-Effective Amendment No. 15 to the Registrant's
Registration Statement on Form N-1A, filed April 30, 1998.
(3) Filed herewith as Exhibit A to Proxy Statement/Prospectus in Part A hereof.
Part C, Page 4
<PAGE>
(4) Filed as Exhibit 23(d)-8 with Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(5) Filed as Exhibit 23(d)-9 with Post-Effective Amendment 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(6) Filed as Exhibit 6 with Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A, filed June 16, 1998.
(7) Filed as Exhibit 8 with Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form N-1A, filed November 27,
1995.
(8) Filed as Exhibit 23(m)-7 with Post-Effective Amendment 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(9) Filed as Exhibit 23(o) with Post-Effective Amendment 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(10) Filed as Exhibit 23(h)-9 with Post-Effective Amendment 20 to the
Registrant's Registration Statement on Form N-1A, filed April 16, 1999.
(11) Filed herewith on the signature pages hereto.
Part C, Page 5
<PAGE>
DAVIS, GRAHAM & STUBBS LLP
A Limited Liability Partnership
Attorneys at Law
Writer's Address:
515 Post Oak Blvd.
Suite 870
Houston, Texas 77027
713-850-9400 (phone)
713-850-0807 (fax)
April 16, 1999
Berger Investment Portfolio Trust
210 University Blvd., Suite 900
Denver, Colorado 80206
Ladies and Gentlemen:
We have acted as counsel to Berger Investment Portfolio Trust, a
Delaware business trust (the "Trust"), in connection with the proposed
acquisition by the Berger Information Technology Fund (the "Acquiring Fund"), a
series of the Trust, of all the assets of the InformationTech 100 Fund (the
"Acquired Fund"), a series of Advisors Series Trust, a Delaware business trust
("AST"), in exchange for the assumption of all liabilities of the Acquired Fund
and the issuance of Institutional Shares of beneficial interest, $.01 par value,
of the Acquiring Fund (the "Shares") pursuant to the Agreement and Plan of
Reorganization, by and between AST, with respect to the Acquired Fund, and the
Trust, with respect to the Acquiring Fund (the "Reorganization Agreement"). We
are providing this opinion in connection with the registration by the Trust of
the Shares as described in the Registration Statement on Form N-14 of the Trust
filed with the Securities and Exchange Commission on April 16, 1999 (the
"Registration Statement").
In such connection, we have examined the Trust's Trust Instrument and
Bylaws, the proceedings of its Trustees relating to the authorization, issuance
and proposed sale of the Shares, the form of Reorganization Agreement filed in
the Registration Statement, and considered such other records and documents and
such factual and legal matters as we deemed appropriate for purposes of this
opinion.
Based on the foregoing, it is our opinion that the Shares have been
duly authorized and, when sold as contemplated in the Registration Statement,
including receipt by the Acquiring Fund of full consideration for the Shares and
compliance with the Securities Act of 1933, the Investment Company Act of 1940
and applicable state law regulating the offer and sale of securities, and
assuming approval by the shareholders of the Acquired Fund of the matters
contemplated by the Reorganization Agreement at a special meeting called for
that purpose, will be validly issued, fully paid and non-assessable Shares of
the Trust.
<PAGE>
Berger Investment Portfolio Trust
April 16, 1999
Page 2
We hereby consent to all references to this firm in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement. This consent does not constitute a consent under Section 7 of the
Securities Act of 1933, and in consenting to the references to our firm in the
Registration Statement, we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under Section 7 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
DAVIS, GRAHAM & STUBBS LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use of our report dated March 26, 1999, on the
financial statements of the InformationTech100-Registered Trademark- Fund series
of Advisors Series Trust referred to therein, in the Registration Statement on
Form N-14 of Berger Investment Portfolio Trust as about to be filed with the
Securities and Exchange Commission on April 16, 1999.
McGLADREY & PULLEN, LLP
April 14, 1999
