TIP FUNDS
TARGET SELECT EQUITY FUND
Dear Shareholder:
A Special Meeting of Shareholders of the Target Select Equity Fund (the
"Fund") of TIP Funds (the "Trust") has been scheduled for Thursday, October 19,
2000 ("Special Meeting"). If you are a Shareholder of record as of the close of
business on Friday, September 1, 2000, you are entitled to vote at the Special
Meeting and at any adjournment thereof.
While you are, of course, welcome to join us at the Special Meeting,
most Shareholders will cast their votes by filling out and signing the enclosed
Proxy Card. Whether or not you plan to attend the Special Meeting, we need your
vote. Please mark, sign, and date the enclosed Proxy Card and return it promptly
in the enclosed, postage-paid envelope so that the maximum number of shares may
be voted.
The attached Prospectus/Proxy Statement is designed to give you
information relating to the proposal upon which you will be asked to vote. The
Board of Trustees of the Trust's Target Select Equity Fund (the "Board") is
recommending that you approve a reorganization of the Fund under which the Fund
would be combined with and into a corresponding series of Alpha Select Funds
("Alpha Select"). Assuming approval by Shareholders of the Fund, each holder of
shares of the Fund will receive a number of shares of the Alpha Select's Target
Select Equity Fund equal in dollar value of the Fund owned by such holder at the
time of the combination (the "Reorganization"). It is not anticipated that the
Reorganization will have any tax consequences for the TIP Funds or its
shareholders. As further explained in the accompanying Prospectus/Proxy
Statement, Turner Investment Partners, Inc. will continue to manage a portion of
the assets managed in the Target Select Style. The Board has recommended
approval of the combination, and we encourage you to support the recommendation
to approve the proposal.
We are proposing the Reorganization principally to provide access to
broader distribution channels and to introduce new management and advisory
structures. Alpha Select Funds will be available to investors in both retail and
institutional distribution channels. We hope that, as a part of Alpha Select,
the Target Select approach will achieve operating efficiencies, and possibly
realize economies of scale.
Your vote is important to us. Please do not hesitate to call
1-800-224-6312 if you have any questions about the proposal under consideration.
Thank you for taking the time to consider this important proposal and for your
investment in the Fund.
Sincerely,
/s/STEPHEN KNEELEY
Stephen Kneeley
President
<PAGE>
INFORMATION ABOUT YOUR PROSPECTUS/PROXY STATEMENT
Q. WHY AM I RECEIVING THIS PROSPECTUS/PROXY STATEMENT?
A. TIP Funds (the "Trust") seeks your approval of a reorganization (the
"Reorganization") of the Trust's Target Select Equity Fund (the "Fund"). The
Trust's Board of Trustees recommends approval of the Reorganization because it
believes that it will result in a structure that more appropriately serves the
needs of shareholders.
Q. HOW WILL THE REORGANIZATION WORK?
A. The Fund will transfer all of its assets and liabilities to the Target Select
Equity Fund (the "Target Select Fund"), a series of the Alpha Select Funds, in
return for shares of the Target Select Fund having an equivalent aggregate value
pursuant to an Agreement and Plan of Reorganization and Liquidation (the
"Plan"). The assets of the Fund will be transferred at their current value as of
the Reorganization date, and the shares provided in return will have a total
value equal to the transferred net assets, again as of the Reorganization date.
Finally, the Fund will distribute the Target Select Fund shares received by it
to its shareholders in a liquidating distribution. Shareholders of the Fund will
thus effectively be converted into shareholders of the Alpha Select Fund. If the
Plan is carried out as proposed, there will be no federal tax consequences to
the Fund or its shareholders.
Please refer to the prospectus/proxy statement for a detailed explanation
of the proposal, and for full descriptions of the Trust, the Fund, Alpha Select
Funds, and the Target Select Fund.
Q. HOW WILL THIS AFFECT MY ACCOUNT?
A. Following the Reorganization, you will be a shareholder of the Target Select
Fund. As more fully described in the prospectus/proxy statement, the adviser to
the Target Select Fund will be Concentrated Capital Management, LP, a newly
formed firm sponsored by Turner Investment Partners, Inc. and CCM Holdings
Corp., a company organized by Gregory J. Berlacher and Stephen Marcus, that will
employ a multi-manager approach to managing the Target Select Fund's assets. The
Target Select Fund's assets will be managed on a day-to-day basis by three
advisers, Fund Asset Management, L.P., doing business as Mercury Advisors,
Evergreen Investment Management Company, and Turner Investment Partners, Inc.
The Reorganization will not, however, affect the value of your account at the
time of Reorganization.
Q. WHY DO I NEED TO VOTE?
A. Your vote is needed to ensure that the proposal can be acted upon. 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.
Q. HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees of the Trust recommends
that you vote "FOR" the Reorganization.
Q. WHO IS PAYING FOR EXPENSES RELATED TO THE SHAREHOLDERS MEETING?
A. Turner Investment Partners, Inc., will pay the costs of the shareholder
meeting and this prospectus/proxy statement.
Q. WHERE DO I MAIL MY PROXY CARD?
A. You may use the enclosed postage-paid envelope or mail your proxy card to:
TIP Funds
c/o ADP
53 Mercedes Way
Edgewood, NY 11717
You may also vote by telephone. Please follow the enclosed instructions to
utilize these methods of voting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS?
A. We will be happy to answer your questions about the proxy solicitation.
Please call us at (800) 224-6312 between 8:00 a.m. and 5:30 p.m. Eastern Time,
Monday through Friday.
<PAGE>
TIP FUNDS
1235 WESTLAKES DRIVE
SUITE 350
BERWYN, PENNSYLVANIA 19312
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 19, 2000
Notice is hereby given that a Special Meeting ("Special Meeting") of
Shareholders of the Target Select Equity Fund (the "Fund") of TIP Funds (the
"Trust") will be held at the offices of SEI Investments Company ("SEI"), Oaks,
Pennsylvania 19456, on Thursday, October 19, 2000, at 2:00 p.m. (Eastern Time)
for the purpose of considering the proposal set forth below.
At the Special Meeting, Shareholders of the Fund will be asked to consider and
act upon a proposed Agreement and Plan of Reorganization and Liquidation,
pursuant to which the Fund will transfer all of its assets and liabilities to
the Target Select Equity Fund (the "Target Select Fund"), a portfolio of Alpha
Select Funds ("Alpha Select") with a similar investment objective and comparable
investment policies, in exchange for shares of the Target Select Fund. The
proposal, which is more fully described in the attached prospectus/proxy
statement, is as follows:
1. APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION BETWEEN
THE TRUST, ON BEHALF OF THE TIP FUNDS TARGET SELECT EQUITY FUND, AND ALPHA
SELECT FUNDS, ON BEHALF OF THE ALPHA SELECT FUNDS TARGET SELECT EQUITY FUND.
The persons named as proxies are authorized to vote on such other business as
may properly come before the Special Meeting in accordance with their own
discretion.
All Shareholders are cordially invited to attend the Special Meeting. However,
if you are unable to attend the Special Meeting, you are requested to mark, sign
and date the enclosed Proxy Card(s) and return it promptly in the enclosed,
postage-paid envelope so that the Special Meeting may be held and a maximum
number of shares may be voted. You may also vote over the internet or by
telephone. Please follow the enclosed instructions to utilize these methods of
voting.
Shareholders of record at the close of business on Friday, September 1, 2000 are
entitled to notice of and to vote at the Special Meeting or any adjournment
thereof.
BY ORDER OF THE BOARD OF TRUSTEES
/s/JAMES W. JENNINGS
JAMES W. JENNINGS, SECRETARY
September 29, 2000
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOU CONVENIENCE
<PAGE>
PROSPECTUS/PROXY STATEMENT
SEPTEMBER 29, 2000
RELATING TO THE ACQUISITION OF THE ASSETS AND LIABILITIES OF
TARGET SELECT EQUITY FUND
A SERIES OF
TIP FUNDS
1235 WESTLAKES DRIVE
SUITE 350
BERWYN, PENNSYLVANIA 19312
(800) 224-6312
BY AND IN EXCHANGE FOR SHARES OF
TARGET SELECT EQUITY FUND
A SERIES OF
ALPHA SELECT FUNDS
1235 WESTLAKES DRIVE
SUITE 350
BERWYN, PENNSYLVANIA 19312
(888) TIP-7654
This prospectus/proxy statement is furnished in connection with the solicitation
of proxies by the Board of Trustees ("Board" or "Trustees") of TIP Funds (the
"Trust") in connection with the Special Meeting of Shareholders (the "Special
Meeting") of the Trust's Target Select Equity Fund (the "Fund") to be held on
Thursday, October 19, 2000, at 2:00 p.m. (Eastern Time) at the offices of SEI
Investments Company ("SEI"), One Freedom Valley Drive, Oaks, Pennsylvania 19456
(the "Proposal"). At the Special Meeting, shareholders of the Fund will be asked
to consider and approve a proposed Agreement and Plan of Reorganization and
Liquidation (the "Reorganization Agreement") between the Trust, on behalf of the
Fund, and Alpha Select Funds ("Alpha Select"), on behalf of its Target Select
Equity Fund ("Target Select Fund"), as well as the other matters contemplated
therein. A copy of the Reorganization Agreement is attached as Exhibit A.
The Reorganization Agreement provides that the Fund will transfer all of its
assets and liabilities to the Target Select Fund, in return for Class I Shares
of the Target Select Fund having an equivalent aggregate value (the
"Reorganization"). The assets of the Fund will be transferred at their current
value as of the Reorganization date, and the shares provided in return will have
a total value equal to the transferred net assets, again as of the
Reorganization date. The Fund will distribute the shares received by it to its
shareholders in a liquidating distribution. Shareholders of the Fund will thus
effectively be converted into shareholders of the Target Select Fund. If the
Reorganization Agreement is carried out as proposed, there will be no federal or
state tax consequences to the Fund or its shareholders.
The Trust is an open-end management investment company, or mutual fund. Turner
Investment Partners, Inc. ("Turner") provides investment advisory services to
the Fund. Turner also oversees two sub-advisers, Penn Capital Management
Company, Inc. and Clover Capital Management, Inc., who provide, along with
Turner, day-to-day investment management of certain assets of the Fund.
Alpha Select also is an open-end management investment company, or mutual fund.
The Target Select Fund is a newly-organized series of Alpha Select. Concentrated
Capital Management, LP ("CCM"), a newly-formed adviser, provides investment
advisory services to the Target Select Fund. CCM will oversee a number of
sub-advisers who will provide day-to-day investment management of the assets of
the Target Select Fund, including Turner, Evergreen Investment Management
Company and Mercury Advisors.
<PAGE>
This prospectus/proxy statement sets forth the information that a shareholder of
the Fund should know before voting on the Reorganization, and should be retained
for future reference. The following additional relevant documents have been
filed with the Securities and Exchange Commission ("SEC") and are incorporated
by reference in whole or in part:
(i) A Statement of Additional Information, dated September 29, 2000,
relating to this prospectus/proxy statement and the Reorganization is
incorporated into this prospectus/proxy statement in its entirety. A
copy of such Statement of Additional Information is available upon
request and without charge by writing to TIP Funds, P.O. Box 419805,
Kansas City, MO 64141-6805 or by calling 1-800-224-6312.
(ii) The Prospectus for the Trust relating to the Fund, dated January 31,
2000 contains a more detailed discussion of the investment objectives,
policies and risks of the Fund. It is incorporated by reference into
this prospectus/proxy statement insofar as it relates to the Fund and
not to any other fund of the Trust described therein. Copies are
available upon request and without charge by calling 1-800-224-6312.
(iii) A Statement of Additional Information for the Trust, dated January 31,
2000, is incorporated by reference into this prospectus/proxy
statement. Copies are available upon request and without charge by
calling 1-800-224-6312.
Shares represented by duly executed proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time up until voting results
are announced at the Special Meeting or any subsequent meeting resulting from an
adjournment of the Special Meeting. You can do this by writing to your Fund's
Secretary, c/o Turner Investment Partners, 1235 Westlakes Drive, Suite 350,
Berwyn, Pennsylvania, 19312, or by voting in person at the Special Meeting.
This prospectus/proxy statement constitutes the proxy statement of the Trust for
the Special Meeting and is expected to be sent to shareholders on or about
September 29, 2000. Only shareholders of record as of the close of business on
Friday, September 1, 2000 (the "Record Date") are entitled to notice of, and to
vote at, the Special Meeting or any adjournment thereof.
READ AND KEEP THESE DOCUMENTS. Please read the entire prospectus/proxy
statement, along with the Target Select Fund's preliminary Prospectus, which
follows the prospectus/proxy statement, before casting your vote. These
documents contain information that is important to your proxy decision, and you
should keep them for future reference.
-------------------------------------------------------
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE EASILY AND QUICKLY. JUST FOLLOW THE SIMPLE
INSTRUCTIONS THAT APPEAR ON YOUR ENCLOSED PROXY CARD.
-------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
-------------
<S> <C>
SYNOPSIS........................................................................................................ 1
The Reorganization....................................................................................... 1
Investment Adviser....................................................................................... 1
INFORMATION RELATING TO THE REORGANIZATION...................................................................... 1
Description of the Reorganization........................................................................ 1
Federal Income Taxes..................................................................................... 2
Capitalization........................................................................................... 2
The Reorganization Will Have No Immediate Impact on
Your Fund's Share Price............................................................................... 2
THE REORGANIZATION AGREEMENT.................................................................................... 2
REASONS FOR THE REORGANIZATION.................................................................................. 3
CONSIDERATIONS OF THE TRUSTEES OF TIP FUNDS..................................................................... 3
COMPARISON OF THE INVESTMENT OBJECTIVES AND POLICIES OF
THE ALPHA SELECT FUNDS AND THE TIP FUNDS.................................................................... 4
Investment Objectives and Policies....................................................................... 4
General Investment Policies.............................................................................. 5
Strategies, the Multi-Manager Approach and Risks ........................................................ 5
Performance.............................................................................................. 7
Fund Management ......................................................................................... 7
Special Considerations Regarding the Multi-Adviser Approach.............................................. 8
Manager of Managers Option............................................................................... 8
Comparison of Fees and Expenses.......................................................................... 9
DESCRIPTION OF ALPHA SELECT..................................................................................... 10
DESCRIPTION OF TIP FUNDS........................................................................................ 10
ADDITIONAL INFORMATION.......................................................................................... 10
The Administrator........................................................................................ 10
The Transfer Agent and Custodian......................................................................... 10
The Distributor.......................................................................................... 10
ADDITIONAL INFORMATION ABOUT THE FUNDS.......................................................................... 11
Prospectuses............................................................................................. 11
Statement of Additional Information...................................................................... 11
Shareholder Reports...................................................................................... 11
FUND TRANSACTIONS............................................................................................... 11
SHAREHOLDER RIGHTS.............................................................................................. 12
General.................................................................................................. 12
Shares................................................................................................... 12
Shareholder Voting....................................................................................... 12
Shareholder Meetings..................................................................................... 12
Election and Term of Trustees............................................................................ 12
Shareholder Liability.................................................................................... 13
Liability of Trustees.................................................................................... 13
LEGAL MATTERS................................................................................................... 14
VOTING ON THE REORGANIZATION AGREEMENT.......................................................................... 14
General Information...................................................................................... 14
Vote Required to Approve Reorganization Agreement........................................................ 14
Outstanding Shares....................................................................................... 14
Beneficial Owners........................................................................................ 15
Expenses................................................................................................. 15
OTHER BUSINESS.................................................................................................. 16
SHAREHOLDER INQUIRIES........................................................................................... 16
EXHIBIT A - FORM OF AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION........................................................................... A-1
</TABLE>
i
<PAGE>
SYNOPSIS
The following is a summary of certain key information concerning the
Reorganization Agreement. More detailed information appears throughout this
prospectus/proxy statement and is qualified by reference to the more complete
information contained herein and in the attached Exhibit A. You should read this
entire prospectus/proxy statement carefully.
THE REORGANIZATION
The Board of the Trust, including those Trustees who are not "interested
persons" within the meaning of Section 2(a)(19) of the Investment Company Act of
1940 ("1940 Act"), has unanimously approved, subject to shareholder approval,
the Trust's entry into the Reorganization Agreement on behalf of the Fund. The
Reorganization Agreement provides that the assets and liabilities of the Fund
will be transferred to the Target Select Fund at their current value on the date
of the transaction, and that the Class I Shares provided in return will have a
total value equal to the total value of the transferred net assets, again as of
the transaction date. Finally, the Reorganization Agreement calls for the Fund
to distribute the shares received by it to its shareholders in a liquidating
distribution. Shareholders of the Fund will thus effectively be converted into
shareholders of the Target Select Fund. There will be no federal tax
consequences to the Fund or to its shareholders, and no sales charge will be
imposed in connection with this transaction.
The Board of the Trust, including the Trustees who are not "interested persons,"
has concluded that the Reorganization would be in the best interests of the Fund
and its shareholders and that the interests of existing shareholders in the Fund
would not be diluted as a result of the transaction contemplated by the
Reorganization. The Board of the Trust recommends that you vote for the approval
of the Reorganization Agreement.
INVESTMENT ADVISER
Turner currently advises and oversees other sub-advisers, and manages assets of
the Fund directly. With the Target Select Fund, a newly-formed adviser, CCM,
will oversee the three sub-advisers, including Turner. See page 4.
INFORMATION RELATING TO THE REORGANIZATION
DESCRIPTION OF THE REORGANIZATION
The following summary is qualified in its entirety by reference to the
Reorganization Agreement found in Exhibit A.
The Reorganization Agreement provides that all of the assets and liabilities of
the Fund will be transferred to the Target Select Fund, a separate series of
Alpha Select, at the close of business on October 23, 2000, or such later date
as is agreed to by the parties (the "Effective Time"). In exchange for the
transfer of these assets, the Target Select Fund will simultaneously issue to
the Trust, at the Effective Time, a number of full and fractional Class I Shares
equal in value to the net asset value of the Fund immediately prior to the
Effective Time.
Following the transfer of assets and liabilities in exchange for Target Select
Fund shares, the Fund will distribute PRO RATA the shares received to its
shareholders in a liquidating distribution. Each shareholder of the Fund owning
shares at the Effective Time will receive Target Select Fund shares of equal
value. Such liquidation and distribution will be accomplished by the
establishment of accounts in the names of the Fund's shareholders on the share
records of Alpha Select's transfer agent. Each account will represent the
respective PRO RATA number of full and fractional Class I Shares of Alpha Select
due to the shareholders of the Fund. Alpha Select does not issue share
certificates to shareholders. Class I Shares of Target Select Fund will have no
preemptive or conversion rights. After the Reorganization, the Fund will cease
operations.
The Reorganization is subject to a number of conditions, including the receipt
of certain legal opinions described in the Reorganization Agreement (including
an opinion of counsel that the Fund shares issued in accordance with the terms
of the Reorganization Agreement will be validly issued, fully paid and
non-assessable); the receipt of certain certificates from the parties concerning
aggregate asset values; and the parties' performance in all material respects of
the agreements and undertakings in the Reorganization Agreement. Assuming
satisfaction of the conditions in the Reorganization Agreement, the Effective
Time of the Reorganization will be October 23, 2000, or such later date as is
agreed to by the parties. The Reorganization Agreement and the Reorganization
may be abandoned without penalty at any time prior to the Effective
1
<PAGE>
Time of the Reorganization by resolution of the Board of the Trust or of the
Board of Alpha Select (or at the discretion of any duly authorized officer of
either entity) if circumstances should develop that, in the opinion of either
Board (or any such officer of either entity), make it inadvisable to proceed
with the Reorganization.
After the completion of the Reorganization, any cost incurred as a result of
repositioning Target Select Fund assets to meet stated investment objectives
will be born by Turner. In addition, the Target Select Fund may incur capital
gains as a result of portfolio repositioning. Such gains are not expected to be
significant.
FEDERAL INCOME TAXES
The Reorganization is intended to qualify for federal income tax purposes as a
tax-free reorganization under Section 368(a)(1)(F) of the Internal Revenue Code
of 1986, as amended. If it qualifies, shareholders of the Fund will not
recognize gain or loss in the transaction; the tax basis of the Target Select
Fund shares received will be the same as the tax basis of the Fund shares
surrendered; and the holding period of the Target Select Fund shares received
will include the holding period of the Fund's shares surrendered, provided that
the shares surrendered were capital assets in the hands of the Fund's
shareholders at the time of the transaction. As a condition to the closing of
the Reorganization, the Fund will receive an opinion from counsel to that
effect. Turner, on behalf of the Fund, has not sought a tax ruling from the
Internal Revenue Service. The opinion of counsel is not binding on the Internal
Revenue Service and does not preclude the Internal Revenue Service from adopting
a contrary position. Shareholders should consult their own tax advisers
concerning the potential tax consequences of the Reorganization to them,
including state and local tax consequences. TURNER DOES NOT ANTICIPATE THAT
SECURITIES TRANSFERRED TO THE TARGET SELECT FUND WILL BE SOLD IN SIGNIFICANT
AMOUNTS TO CARRY OUT ITS INVESTMENT POLICIES OR STRATEGIES.
CAPITALIZATION
The following table sets forth as of August 31, 2000: (i) the capitalization of
each Fund; and (ii) the PRO FORMA combined capitalization of the Target Select
Fund, assuming the Reorganization has been approved.
<TABLE>
<CAPTION>
NET ASSET VALUE SHARES
FUND NET ASSETS PER SHARE OUTSTANDING
---------------------- ------------- --------------- ---------------
<S> <C> <C> <C>
TIP FUNDS
Target Select Equity Fund $4,779,976.66 $23.40 204,310.005
ALPHA SELECT FUNDS
Target Select Equity Fund $0 N/A 0
PRO FORMA ALPHA SELECT
Target Select Equity Fund $4,779,976.66 $23.40 204,310.005
</TABLE>
THE REORGANIZATION WILL HAVE NO IMMEDIATE IMPACT ON THE FUND'S SHARE PRICE
On the day of the Reorganization, Target Select Fund's share price will be the
same as that of the Fund. The Reorganization will not cause the Fund's share
price to go up or down, and you will own the same number of shares after the
Reorganization as you owned prior to the Reorganization. Any declared but
undistributed dividends or capital gains will carry over in the Reorganization.
THE REORGANIZATION AGREEMENT
The Reorganization Agreement provides that all of the assets and liabilities of
the Fund will be transferred to the Target Select Fund, a corresponding series
of Alpha Select, in return for Class I Shares of the Target Select Fund having
an equivalent aggregate value. The assets and liabilities of the Fund will be
transferred to Target Select Fund at their current value on the date of the
transaction, and the shares provided in return will have a total value equal to
the total value of the transferred net assets, again as of the transaction date.
Finally, the Fund will distribute the shares received by it to its shareholders
in a liquidating distribution.
2
<PAGE>
The Reorganization Agreement provides that the Trust will receive, prior to the
closing, an opinion of counsel to the effect that: (i) Alpha Select and the
Target Select Fund are duly organized and validly existing under the laws of the
State of Delaware; (ii) Alpha Select is an open-end management investment
company registered under the 1940 Act; (iii) the Agreement and the
Reorganization provided for therein and the execution of the Agreement have been
duly authorized and approved by all requisite action of Alpha Select, and has
been duly executed and delivered by Alpha Select on behalf of the Target Select
Fund and is a valid and binding obligation of the Target Select Fund, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, and similar laws or
court decisions regarding enforcement of creditors' rights generally; and (iv)
to the best of counsel's knowledge after reasonable inquiry, no consent,
approval, order or other authorization of any federal or state court or
administrative or regulatory agency is required for Alpha Select to enter into
the Reorganization Agreement or carry out its terms on behalf of the Target
Select Fund that has not been obtained other than where the failure to obtain
such consent, approval, order, or authorization would not have a material
adverse affect on the operations of the Target Select Fund.
In addition, Alpha Select shall have received, prior to the closing, an opinion
of counsel to the effect that: (i) the Trust and the Fund are duly organized and
validly existing under the laws of the Commonwealth of Massachusetts; (ii) the
Trust is an open-end management investment company registered under the 1940
Act; (iii) the Reorganization Agreement, the Reorganization provided for
therein, and the execution of the Reorganization Agreement have been duly
authorized and approved by all requisite corporate action of the Trust and the
Reorganization Agreement has been duly executed and delivered by the Trust and
is a valid and binding obligation of the Trust, subject to applicable
bankruptcy, insolvency, fraudulent conveyance and similar laws or court
decisions regarding enforcement of creditors' rights generally; (iv) to the best
of counsel's knowledge after reasonable inquiry, no consent, approval, order or
other authorization of any federal or state court or administration or
regulatory agency is required for the Trust to enter into the Reorganization
Agreement or carry out its terms on behalf of the Fund that has not already been
obtained, other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the Trust or the Fund; and (v) the Trust shares to be issued in
the Reorganization have been duly authorized and upon issuance thereof in
accordance with the Reorganization Agreement, will be validly issued, fully paid
and non-assessable.
REASONS FOR THE REORGANIZATION
The Reorganization has been proposed to enable the Fund to better focus its
marketing efforts. Specifically, Alpha Select will be available to investors in
both retail and institutional distribution channels. As a result, the Trustees
hope that the Fund will achieve operating efficiencies and will realize
economies of scale. In addition, the Trustees considered the fact that Morgan,
Lewis & Bockius LLP believes that the Reorganization will be tax-free to the
Fund's shareholders, and that the costs of the solicitation and the Special
Meeting necessary in order to carry out the transaction will be borne by Turner
Investment Partners.
Based on the factors described above, the Trustees, including these Trustees who
are not "interested persons" of the Trust within the meaning of Section 2(a)(19)
of the 1940 Act, determined that participation in the Reorganization is in the
best interests of the Fund's shareholders and that the interest of the Fund's
existing shareholders would not be diluted as a result of the Reorganization.
Accordingly, the Trustees recommend that shareholders approve the
Reorganization. The Trustees of Alpha Select, including those Trustees who are
not "interested persons" of Alpha Select within the meaning of the 1940 Act,
also determined that participation in the Reorganization is in the best
interests of Alpha Select and the Target Select Fund.
CONSIDERATIONS OF THE TRUSTEES OF TIP FUNDS
At a meeting held on February 25, 2000, the Trustees of the Trust reviewed the
Reorganization Agreement and determined that the Reorganization is in the best
interests of the Trust and the Trust's Shareholders, and that the interests of
the Trust's Shareholders will not be diluted as a result of the Reorganization.
The Trustees determined to recommend that the Shareholders of the Fund approve
the Reorganization Agreement and the Reorganization transaction.
In making this determination, the Trustees of the Trust carefully reviewed the
terms and provisions of the Reorganization Agreement, the substantial similarity
of the objectives, policies and restrictions of the corresponding Alpha Select
Funds, the tax consequences of the Reorganization to the Alpha Select Funds and
their Shareholders, and the expense ratios of the
3
<PAGE>
Fund and the Target Select Fund. In addition, the Trustees considered the nature
and quality of the services expected to be rendered to the Target Select Fund,
the compensation payable to the adviser and sub-advisors, the history,
reputation, qualification and background of the advisor and sub-advisors and the
qualifications of their personnel and financial condition, and the benefits
expected to be realized by the Shareholders of the Fund as a result of the
Reorganization, including access to broader distribution channels.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE TIP FUNDS VOTE FOR
THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION AND LIQUIDATION.
COMPARISON OF THE INVESTMENT OBJECTIVES, POLICIES, RISKS AND FEES
OF THE ALPHA SELECT FUNDS AND THE TIP FUNDS
This section tells you about:
[bullet] The Target Select Fund's investment goal
[bullet] The Target Select Fund's main investment strategies
[bullet] The risks of investing in the Target Select Fund
It compares this information with similar information relating to the Trust and
the Fund. There is more information about the Target Select Fund's investment
practices in the Statement of Additional Information ("SAI") which legally is a
part of this prospectus/proxy statement. For details about how to get an SAI and
other reports and information, see the back cover of this prospectus/proxy
statement.
INVESTMENT OBJECTIVES AND POLICIES
The Target Select Fund seeks long term capital appreciation. It attempts to
achieve this objective by investing primarily (at least 65% of the value of its
total assets under normal market conditions) in U.S. and foreign equity
securities. This objective is identical to the objective of the Fund.
The sub-advisers of the Target Select Fund will each invest in a limited number
(as few as 10) of equity securities that are believed by each sub-adviser to
have the greatest return potential. Such a focused security-selection process
permits each sub-adviser to act on only the investment ideas that it thinks are
its strongest ones. The intent is to avoid diluting fund performance by owning
too many securities, so that the positive contributions of winning investments
(if any) will prove substantial.
The Target Select Fund brings together each sub-adviser's favorite investment
ideas, and access to differing investment styles. Each sub-adviser will apply
its own unique stock-picking style. Each sub-adviser's differing style may help
to smooth out the volatility of the Fund's overall return. Ideally, when one
style is out of favor, the other styles will offer a counterbalancing influence.
CCM is adviser to the Target Select Fund and oversees the sub-advisers. The
sub-advisers will be Turner, Mercury Advisors, and Evergreen Investment
Management Company. Turner will manage approximately 15-35% of the Target Select
Fund's assets, while Mercury Advisors and Evergreen will manage approximately
30-70% and 15-35%, respectively. Turner, as adviser to the Target Select Fund's
predecessor, managed over 50% of the Fund's portfolio. Clover Capital
Management, Inc. ("Clover Capital"), and Penn Capital, which served as
investment sub-advisers to the Fund, are not expected to manage any assets of
the Target Select Fund.
4
<PAGE>
GENERAL INVESTMENT POLICIES
The Target Select Fund is designed to provide an investment that combines the
investment expertise and best investment ideas of a number of outstanding
money-management firms. Under the general supervision of the advisor, the
sub-advisers will manage a portion of the Target Select Fund's portfolio on a
day-to-day basis. Assets for investment will be allocated to each sub-adviser by
Alpha Select's Board of Trustees, based on the recommendation of CCM, as
adviser. The expectation is that the allocations will result in a portfolio
invested in a variety of equity securities with differing capitalizations and
valuations, chosen by differing investment strategies.
The Target Select Fund intends to invest primarily (and, under normal
circumstances, at least 65% of total assets) in equity securities of both U.S.
and foreign issuers. Selection of equity securities will not be restricted by
market capitalization, and each Fund's sub-adviser will employ its own
proprietary investment processes in managing assets.
Assets of the Target Select Fund may also be invested in shares of other
investment companies, American Depository Receipts ("ADRs") and Real Estate
Investment Trusts ("REITs"). The Target Select Fund may also invest up to 15% of
its net assets in illiquid securities, invest up to 25% of its total assets in
convertible securities (including convertible securities rated below investment
grade) purchase unregistered securities that are eligible for re-sale pursuant
to Rule 144A under the Securities Act of 1933, as amended, and purchase fixed
income securities, including securities rated below investment grade. In
addition, the Target Select Fund may effect short sales, purchase securities on
a when-issued basis, and may enter into futures and options transactions.
The investment policies of the Fund and the Target Select Fund including the
investments and investment techniques, are substantially similar.
STRATEGIES, THE MULTI-MANAGER APPROACH AND RISKS
STRATEGIES
In selecting investments, the sub-advisers employ different strategies: a growth
strategy that emphasizes above-average earnings potential; a global strategy
that focuses on small capitalization companies; a value strategy that is based
on investing in all capitalization companies; and a growth strategy that invests
in mid-to-large capitalization companies. Other strategies may be introduced as
additional or replacement sub-advisers are hired.
MULTI-MANAGER APPROACH
The Fund's employment of a multi-manager approach is intended to take advantage
of the best investment ideas of a number of sub-advisers. Each sub-adviser
handles a portion of the Target Select Fund's assets, and is expected to select
a relatively small number of securities for its portion of the Target Select
Fund per each investment strategy. Such a focused security-selection process
permits each manager to act on only the investment ideas that it thinks have the
greatest return potential. CCM will also recommend the appointment of additional
or replacement sub-advisers to the Target Select Fund's Board of Trustees.
RISKS
The Target Select Fund has its own investment goal and strategies for reaching
that goal. The Target Select Fund's sub-advisers will invest Target Select Fund
assets in a way that each believes will help the Target Select Fund achieve its
goal. Still, investing in the Target Select Fund involves risk and there is no
guarantee that the Target Select Fund will achieve its goal. The sub-advisers'
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job the sub-advisers do, you could lose money on your investment in the Target
Select Fund, just as you could with other investments. A Target Select Fund
share is not a bank deposit and it is not insured or guaranteed by the FDIC or
any government agency.
The value of your investment in the Target Select Fund is based on the market
prices of the securities it holds. Since it purchases equity securities, it is
subject to the risk that stock prices will fall over short or extended periods
of time. Historically, the equity markets have moved in cycles, and the value of
the Target Select Fund's securities may fluctuate drastically from day to day.
Individual companies may report poor results or be negatively affected by
industry and/or economic trends and developments. The prices of securities
issued by such companies may suffer a decline in response.
5
<PAGE>
These factors contribute to price volatility, which is the principal risk of
investing in the Target Select Fund. The Target Select Fund is non-diversified,
which means that it may invest in the securities of fewer issuers than a
diversified fund. As a result, it may be more susceptible to a single adverse
economic or political occurrence affecting one or more of these issuers, and may
experience increased volatility due to its investments in those securities as
compared to a diversified fund.
Undervalued stocks may not realize their perceived value for extended periods of
time. Value stocks may respond differently to market and other developments than
other types of stocks. Value stock investing typically underperforms the broad
market indices when other investing styles, such as growth investing, are in
favor.
Growth stocks may be more volatile than other stocks because they are more
sensitive to investor perceptions of the issuing company's growth potential.
Growth-oriented funds will typically underperform when value investing is in
favor.
The Target Select Fund's investment approach seeks to generate positive returns
from the efforts of separate sub-advisers who each manage a portion of the
Fund's assets using a specific style. There is a risk, therefore, that the
combined performance of the Target Select Fund's various sub-advisers will lag
that of funds that employ a single strategy or style. There is also a risk that
a sub-adviser's performance in its chosen strategy will lag that of other
sub-advisers that utilize a similar approach. In addition, the Target Select
Fund is subject to the risk that equity securities generally may underperform
compared to debt securities and other asset classes.
Investing in issuers located in foreign countries poses additional risks since
political and economic events unique to a country or region will affect those
markets and their issuers. These events will not necessarily affect the U.S.
economy or similar issuers located in the United States. In addition,
investments in foreign countries are generally denominated in a foreign
currency. As a result, changes in the value of those currencies compared to the
U.S. dollar may affect (positively or negatively) the value of a fund's
investments. These currency movements may happen separately from and in response
to events that do not otherwise affect the value of the security in the issuer's
home country. While ADRs are denominated in U.S. dollars, they are subject to
currency risk to the extent the underlying stocks are denominated in foreign
currencies.
Any micro, small and medium capitalization companies the Target Select Fund
invests in may be more vulnerable to adverse business or economic events than
larger, more established companies. In particular, these micro, small and
mid-sized companies may have limited product lines, markets and financial
resources, and may depend upon a relatively small management group. In addition,
the share prices of micro-capitalization companies may be extremely volatile.
The Target Select Fund may also, to a limited extent, borrow money and utilize
leveraging techniques. The Target Select Fund may invest in securities that
fluctuate in value, and investors should expect the Target Select Funds' net
asset value per share to fluctuate in value. The value of equity securities may
be affected by the financial markets as well as by developments impacting
specific issuers. The values of fixed income securities tend to vary inversely
with interest rates, and may be affected by market and economic factors, as well
as by developments impacting specific issuers. The Target Select Funds' high
yield securities, if any, may be volatile and are subject to greater amounts of
credit risk than investment grade issuers.
The Strategies and Risks of the Fund and Target Select Fund are substantially
similar. The multi-manager approach of the Fund and the Target Select Fund
differs in some respects. Under the Fund's multiple sub-adviser structure,
Turner was responsible for the continuous review, supervision and administration
of the Fund's investment program, which included overseeing two other
sub-advisers. In addition, Turner was also responsible for making day-to-day
investment decisions for some of the assets of the Fund. Because of this dual
role as day-to-day investment adviser and overall manager of the investment
program, Turner is essentially responsible for the Fund's performance. Under the
Target Select Fund's multiple sub-adviser structure, CCM will similarly be
responsible for the continuous review, supervision and administration of the
Target Select Fund's investment program, which includes overseeing Turner
Investment Partners as one of three sub-advisers. However, CCM will not be
responsible for making day-to-day investment decisions for the Target Select
Fund, and Turner Investment Partners will only manage approximately 15-35% of
the Target Select Fund's assets. In addition, Turner Investment Partners
employed sub-advisers that are different from those employed by CCM in managing
the Fund.
6
<PAGE>
PERFORMANCE
The table below provides the average annual total return for the Fund for
selected time periods. Additional information about the Fund is contained in the
Statement of Additional Information relating to this prospectus/proxy statement,
and in the Prospectus relating to the Fund. How the Fund has performed in the
past does not necessarily indicate how the Target Select Fund will perform in
the future, especially since Alpha Select will have different advisory
arrangements than the Trust.
AVERAGE ANNUAL TOTAL RETURN FOR PERIODS ENDED DECEMBER 31, 1999
TIP TARGET SELECT EQUITY FUND
---------------------------
1 Year ............................... 113.07%
Since Inception* ..................... 63.50%
* TIP Funds Target Select Equity Fund commenced operations on 1/1/98.
The performance information shown above is based on a calendar year. The
year-to-date return as of June 30, 2000 was 23.83%
FUND MANAGEMENT
Alpha Select may utilize a "manager of managers" structure, with CCM acting as
the investment adviser and manager of managers, and overseeing specialist
sub-advisers who make investment decisions on behalf of the Target Select Fund.
Best Quarter Worst Quarter
----------- -----------
43.45% -17.08%
(12/31/99) (9/30/98)
CCM is a professional investment management firm founded in May, 2000. It is
sponsored by Turner and CCM Holdings Corp. ("Holdings"). Holdings is the General
Partner of CCM. Gregory J. Berlacher, is President and Chief Executive Officer
of Holdings. The principal business address of CCM is 1150 First Avenue, Park
View Tower, Suite 600, King of Prussia, PA 19406-2816. Mr. Berlacher has been in
the investment banking industry for over ten years. He formed his own firm,
Emerging Growth Equities, Ltd., in September of 1999.
CCM serves as the investment adviser for the Target Select Fund under an
investment advisory agreement with Alpha Select (the "Advisory Agreement").
Under the Advisory Agreement, CCM continuously reviews, supervises and
administers the Target Select Fund's investment program, subject to the
supervision of, and policies established by, the Alpha Select Board. CCM makes
recommendations to the Alpha Select Board with respect to the identification,
retention and termination of, and the appropriate allocation of assets to, each
of the Target Select Fund's sub-advisers. For its services, CCM is entitled to a
fee, which is calculated daily and paid monthly, at an annual rate of 1.06% of
the average daily net assets of the Target Select Fund.
Robert E. Turner is a Trustee of each of the Trust and Alpha Select and will act
as portfolio manager of the portion of the assets of the Target Select Fund
managed by Turner. Mr. Turner is also Chairman and Chief Investment Officer of
Turner. He has held this position since the founding of Turner Investment
Partners in 1990. He has been in the investment business since 1982.
In addition to the differences in sub-advisers discussed in this
prospectus/proxy statement, the advisory fees paid to CCM by the Target Select
Fund provides for performance-based fees. The Target Select Fund will pay CCM an
advisory fee that increases if the Target Select Fund outperforms its benchmark
index by a certain percentage, and decreases if the Target Select Fund under
performs its benchmark index by an equal percentage. CCM will pay the
sub-advisers out of the fees it receives, and may pay a sub-adviser higher fees
if it outperforms its benchmark index.
7
<PAGE>
SPECIAL CONSIDERATIONS REGARDING THE MULTI-ADVISER APPROACH
CCM, the adviser of the Target Select Fund, oversees the portfolio management
services provided to the Target Select Fund by each of the sub-advisers. Subject
to the review of Alpha Select's Board, CCM monitors each sub-adviser to ensure
that each is managing its segment of the Target Select Fund consistently with
the Target Select Fund's investment objective and restrictions and applicable
laws and guidelines, including, but not limited to, compliance with the
diversification requirements set forth in Subchapter M of the Internal Revenue
Code. CCM also provides the Target Select Fund with certain administrative
services, including maintenance of certain Target Select Fund records and
assistance in the preparation of the Target Select Fund's registration statement
under federal and state laws. Because each sub-adviser will be managing its
segment of the Target Select Fund independently from the other sub-advisers, the
same security may be held in two different segments of the Target Select Fund,
or may be acquired for one segment at a time when the sub-adviser of another
segment deems it appropriate to dispose of the security from that other segment.
Similarly, under some market conditions, one or more of the sub-advisers may
believe that temporary, defensive investments in short-term instruments or cash
are appropriate when it or another sub-adviser believes continued exposure to
the equity markets is inappropriate for its segment(s) of the Target Select
Fund. Because each sub-adviser directs the trading for its own segment, and does
not aggregate its transactions with those of the other sub-advisers, the Target
Select Fund may incur higher brokerage costs than would be the case if a single
adviser were managing the entire Target Select Fund.
Because each segment of the Fund may perform differently from the other segments
depending upon the investment style employed, the investments held and changing
market conditions, one segment may be larger or smaller at various times than
the other segments. Periodically, capital activity will be apportioned to
preserve the initial allocation designated for each segment's investment style.
However, the Adviser may, subject to review by the Trustees, allocate new
investment capital differently. This action may be necessary, if for example, a
Sub-Adviser determined that it desires no additional investment capital for a
segment or if an investment style becomes out of favor or more profitable than
other investment styles.
MANAGER OF MANAGERS OPTION
In the future, Alpha Select and CCM expect to achieve the Target Select Fund's
investment objective by using a "manager of managers" structure. Under a manager
of managers structure, CCM would act as investment adviser in much the same way
as is currently contemplated. However, as manager of managers, CCM would be
permitted, subject to direction from and oversight by the Alpha Select Board, to
allocate and reallocate assets among sub-advisers, and to recommend that the
Alpha Select Board hires, terminates or replaces sub-advisers without
shareholder approval. By reducing the number of shareholder meetings that may
have to be held to approve new or additional sub-advisers, the Target Select
Fund anticipates that there will be substantial potential cost savings, as well
as the opportunity to achieve certain management efficiencies.
Before it can operate using a manager of managers structure, Alpha Select and
CCM will have to obtain exemptive relief from the SEC to permit such an
arrangement. An application has been submitted to the SEC to obtain such an
order. There is no assurance, however, that it will be granted. The initial
shareholder of the Target Select Fund voted to vest authority to implement a
manager of managers structure with the Alpha Select Board, and such a structure
may be adopted without shareholder approval. However, shareholders of the Target
Select Fund will be given at least 30 days' prior written notice of any such
change, and any such change would only be made if the Alpha Select Board
determines that it would be in the best interests of the Target Select Fund and
its shareholders. In making that determination, the Trustees will consider,
among other factors, the benefits to shareholders and/or the opportunity to
reduce costs and achieve operational efficiencies.
8
<PAGE>
COMPARISON OF FEES AND EXPENSES
The following table compares the annual operating expenses, including advisory
fees, of the Fund to those of the Target Select Fund.
ANNUAL OPERATING EXPENSES
(As a percentage of average net assets)
<TABLE>
<CAPTION>
TIP Funds Alpha Select Funds
Target Select Target Select Fund
Equity Fund (Class I Shares)
------------- ----------------
<S> <C> <C>
Investment Advisory Fees.................................. 1.05% 1.06%*
12b-1 Fees................................................ None None
Other Expenses............................................ 9.14% 9.14%**
------ ------
Total Annual Fund Operating Expenses...................... 10.19% 10.20%
Fee Waivers and Expense Reimbursements.................... (8.89%) (8.98%)
------ ------
Net Total Operating Expenses.............................. 1.30%*** 1.22%****
<FN>
* The advisory fee is subject to a performance adjustment based on the
Target Select Fund's performance relative to the performance of the
Russell 3000 Index, its benchmark. An index measures the market price of
a specific group of securities in a market sector. The Russell 3000 Index
is a widely-recognized, capitalization-weighted index of the 3000 largest
United States companies.
If the Target Select Fund outperforms its benchmark by a set amount, CCM
will receive higher advisory fees. Conversely, if the Target Select Fund
underperforms its benchmark by the same amount, CCM will receive lower
advisory fees. Accordingly, the overall fee may vary by 0.15% either way.
The Target Select Fund's SAI contains detailed information about its
benchmark, as well as any possible performance-based adjustments to CCM
fees. These performance-based adjustments will take effect after the
Target Select Fund has been in operation for more than one year.
** Other Expenses for Target Select are estimated for the current year, and
are based on the actual asset base of TIP Funds Target Select Equity
Fund.
*** The Fund's Adviser has contractually agreed to waive fees and to
reimburse expenses in order to keep total operating expenses from
exceeding 1.30% for a period of one year, or from exceeding 1.80% in any
subsequent year.
**** The Target Select Fund's Adviser has contractually agreed to waive fees
and to reimburse expenses in order to keep total operating expenses of
the Shares from exceeding 1.22% for a period of one year, or from
exceeding 1.50% in any subsequent year.
</FN>
</TABLE>
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in the Target Select Fund.
The example assumes that you invest $10,000 in each fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example assumes that your investment has a 5% return each year and that each
fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------
<S> <C> <C> <C> <C>
TIP FUNDS TARGET SELECT EQUITY FUND $132 $520 $936 $2,120
TARGET SELECT FUND (CLASS I SHARES) $124 $447 $792 $1,767
</TABLE>
9
<PAGE>
SHAREHOLDER INFORMATION
The current purchase and redemption procedures and exchange privileges for the
Fund are substantially similar to those of the Target Select Fund. However, the
Target Select Fund offers multiple classes of shares, some of which have sales
charges and/or Rule 12b-1 or shareholder servicing plans. Specifically, the
Class A Shares of the Target Select Equity Fund are sold subject to a front-end
sales charge and a 0.25% shareholder servicing fee. The Class C shares of the
Target Select Equity Fund are sold subject to a 1.00% contingent-deferred sales
charge, and pay a 0.75% Rule 12b-1 fee and a 0.25% shareholder servicing fee.
Class I Shares of the Target Select Fund are sold without a sales charge and do
not pay any Rule 12b-1 or shareholder serving fees.
DESCRIPTION OF ALPHA SELECT
Alpha Select was organized under Delaware law as a business trust pursuant to a
Declaration of Trust dated October 25, 1993, as amended on October 7, 1998.
Alpha Select is an open-end management investment company registered under the
1940 Act, and has authorized capital consisting of an unlimited number of units
of beneficial interest without par value. Each series of Alpha Select has Class
A, Class C, and Class I Shares. The Target Select Fund is a duly organized and
validly existing separate series of Alpha Select.
DESCRIPTION OF TIP FUNDS
The Trust was organized under Massachusetts law as a business trust pursuant to
an Agreement and Declaration of Trust dated January 26, 1996, as amended on
February 21, 1997. The Trust is an open-end management investment company
registered under the 1940 Act and has authorized capital consisting of an
unlimited number of units of beneficial interest, each with a par value of
$.00001. The Fund currently has only one class of shares. The Fund is duly
organized and validly existing series of the Trust.
ADDITIONAL INFORMATION
Alpha Select and the Trust each have a different Board of Trustees. However, the
Trust has the same administrator, custodian, distributor and transfer agent as
Alpha Select, as well as the same principal executive officers.
THE ADMINISTRATOR
SEI Investments Mutual Funds Services (the "Administrator") provides both the
Trust and Alpha Select with administrative services, including regulatory
reporting and all necessary office space, equipment, personnel, and facilities.
For these administrative services, the Administrator is entitled to a fee from
Alpha Select, which is calculated daily and paid monthly, at an annual rate of
0.09% of Alpha Select's average daily net assets up to $250 million, 0.07% on
the next $250 million of such assets, 0.06% on the next $250 million of such
assets, 0.05% of the next $1.25 million of such assets, and 0.04% of such assets
in excess of $2 billion. Alpha Select is subject to a minimum annual
administration fee of $75,000.
The Administrator also serves as shareholder servicing agent for both the Trust
and Alpha Select under a shareholder servicing agreement with each trust.
THE TRANSFER AGENT AND CUSTODIAN
DST Systems, Inc. (the "Transfer Agent"), 330 W. 9th Street, Kansas City,
Missouri 64105, serves as the transfer agent and dividend disbursing agent for
both the Trust and Alpha Select under a transfer agency agreement with each
trust. First Union National Bank (an affiliate of Evergreen), Broad and Chestnut
Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101 acts as the custodian
(the "Custodian") of Alpha Select and the Trust.
THE DISTRIBUTOR
SEI Investments Distribution Co. ("SIDCO"), Oaks, Pennsylvania 19456, a
wholly-owned subsidiary of SEI Investments Company, acts as distributor for both
the Trust and Alpha Select pursuant to a distribution agreement (the
"Distribution Agreement"). SIDCO will receive Rule 12b-1 fees from the Class C
Shares of Alpha Select, but Class I Shares of Alpha Select do not pay any
compensation to SIDCO.
10
<PAGE>
ADDITIONAL INFORMATION ABOUT THE FUNDS
You may obtain additional information about the Target Select Fund in the
following ways:
PROSPECTUSES
The Fund has a Prospectus that contains information about its operation and
management. The Prospectus dated January 31, 2000, is on file with the
Securities and Exchange Commission, and is incorporated herein by reference and
accompanies this prospectus/proxy statement.
STATEMENT OF ADDITIONAL INFORMATION
In addition to the Prospectus, the Fund has a Statement of Additional
Information ("SAI") that contains additional, more detailed information about
the Fund. The SAI dated January 31, 2000, is on file with the Securities and
Exchange Commission and is incorporated by reference into this prospectus/ proxy
statement.
SHAREHOLDER REPORTS
The financial statements of the Fund contained in the Trust Annual Report to
shareholders for the fiscal year ended September 30, 1999, has been audited by
Ernst & Young LLP, its independent auditors. Also, unaudited financial
statements of the Fund are contained in the Trust's most recent Semi-Annual
Report to shareholders for the period ended March 31, 2000. These financial
statements are incorporated by reference into this prospectus/proxy statement
insofar as they relate to the Fund, and not to any other portfolios that are a
part of the Trust and described therein. A copy of the Trust's Annual Report,
which includes discussions of the performance of the Fund, and the most recent
Semi-Annual Report, may be obtained by writing the Trust at P.O. Box 419805,
Kansas City, Missouri 64141-6805, or by calling 1-800-224-6312. The Trust is
subject to the informational requirements of the Securities Exchange Act of 1934
and in accordance herewith files reports and other information with the SEC.
Information about the Trust and Alpha Select, including the Prospectus, SAI, and
shareholder reports of the Fund, may be obtained from the SEC in any of the
following ways: (1) in person: you may review and copy documents in the SEC's
Public Reference Room in Washington D.C. (for information call 1-202-942-8090);
or at 7 World Trade Center, Suite 1300, New York, NY, 10048; (2) on-line:
you may retrieve information from the SEC's web site at "http://www.sec.gov";
(3) mail: you may request documents, upon payment of a duplicating fee, by
writing to SEC, Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C.
20549; or (4) e-mail: you may also obtain this information, upon payment of a
duplicating fee, by e-mailing the SEC at the following address:
[email protected]. To aid you in obtaining this information, the Trust's 1940
Act registration number is 811_07527 and Alpha Select's 1940 Act registration
number is 811-8104.
DIVIDEND POLICIES
The Fund distributes its investment income quarterly as a dividend to
shareholders. The Target Select Fund, however, will distribute its investment
income annually as a dividend to shareholders. Each fund has a policy of making
distributions of capital gains, in any, at least annually.
FUND TRANSACTIONS
The policies regarding portfolio transactions of the Trust and Alpha Select are
substantially identical. Please refer to the Prospectuses for more information.
11
<PAGE>
SHAREHOLDER RIGHTS
GENERAL
The Trust was established as a business trust under Massachusetts law by a
Declaration of Trust dated January 26, 1996, as amended and restated on February
21, 1997. The Fund is also governed by its By-Laws and by applicable
Massachusetts law.
Alpha Select was established as a business trust under Delaware law by a
Declaration of Trust dated October 25, 1993, as amended and restated on October
7, 1998. Alpha Select is also governed by its By-Laws and by applicable Delaware
law.
SHARES
The Trust is authorized to issue an unlimited number shares of beneficial
interest, with a par value of $.00001 per share, from an unlimited number of
series (portfolios) of shares. The shares of each TIP Fund have no preference as
to conversion, exchange, dividends, retirement or other features, and have no
preemptive rights.
Alpha Select is authorized to issue an unlimited number shares of beneficial
interest, with no par value, from an unlimited number of series (portfolios) of
shares. The shares of each Alpha Select Fund have no preference as to
conversion, exchange, dividends, retirement or other features, and have no
preemptive rights.
SHAREHOLDER VOTING
Shareholders of the Fund have identical voting rights. Shareholders are entitled
to one vote for each full share held and fractional votes for fractional shares.
The shares of the Fund have non-cumulative voting rights, which means the
holders of more than 50% of the shares voting for the election of Trustees can
elect 100% of the Trustees if the holders choose to do so. At shareholder
meetings, the holders of more than 50% of a portfolio's shares entitled to vote
at the meeting generally constitute a quorum. Shareholders of a class have
exclusive voting rights regarding any matter submitted to shareholders that
relates solely to that class of shares, and separate voting rights on any other
matter submitted to shareholders in which the interests of the shareholders of
that class differ from the interests of holders of any other class.
Shareholders of Alpha Select have IDENTICAL voting rights.
SHAREHOLDER MEETINGS
Annual meetings of shareholders of the Trust will not be held, but special
meetings of shareholders may be held under certain circumstances. A meeting will
be held to vote on the removal of a Trustee(s) of the Fund if requested in
writing by the holders of not less than 10% of the outstanding shares of the
Fund. The Fund will assist in shareholder communications in such matters to the
extent required by law.
Alpha Select has similar voting provisions.
ELECTION AND TERM OF TRUSTEES
The Fund's affairs are supervised by the Trust's Board of Trustees under the
laws governing business trusts in the Commonwealth of Massachusetts. Trustees of
the Trust are elected by a majority vote of a quorum cast by written ballot at
the regular meeting of shareholders, if any, or at a special meeting held for
that purpose. Trustees hold office until their successors are duly elected and
qualified or until their death, removal or resignation. Shareholders may remove
a Trustee by vote of a majority of the votes entitled to be cast for the
election of directors and may elect a successor to fill a resulting vacancy. A
Trustee elected thereby serves for the balance of the term of the removed
Trustee.
Alpha Select has similar requirements regarding Trustees, who are governed by
the laws governing business trusts in the State of Delaware.
12
<PAGE>
SHAREHOLDER LIABILITY
The shareholders of the Fund generally are not personally liable for the acts,
omissions or obligations of the Trust's Trustees or of the Trust.
Shareholders of the Target Select Fund generally are not personally liable for
acts, omissions or obligations of Alpha Select's Trustees or of Alpha Select.
LIABILITY OF TRUSTEES
The Trust's Trustees shall not be personally liable for any obligation of the
Fund. The Fund will indemnify its Trustees and officers out of Fund assets
against all liabilities and expenses except for liabilities arising from such
person's self-dealing, willful misconduct or recklessness.
Alpha Select has similar provisions regarding Alpha Select's Trustee liability.
13
<PAGE>
LEGAL MATTERS
Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 19103, serves
as counsel to the Trust and Alpha Select.
THE BOARD OF TRUSTEES OF TIP FUNDS RECOMMEND THAT YOU VOTE FOR
APPROVAL OF THE REORGANIZATION AGREEMENT AND THE PROPOSAL
DESCRIBED IN THIS PROSPECTUS/PROXY STATEMENT.
VOTING ON THE REORGANIZATION AGREEMENT
GENERAL INFORMATION
This prospectus/proxy statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of the Trust in connection with the Special
Meeting. It is expected that the solicitation of proxies will be primarily by
mail. You may also vote over the internet or by telephone. Please follow the
enclosed instructions to utilize these methods of voting. Officers of the Fund
and Turner Investment Partners may also solicit proxies by telephone, telegraph,
facsimile or in person. The cost of solicitation and the Special Meeting will be
borne by Turner Investment Partners.
VOTE REQUIRED TO APPROVE REORGANIZATION AGREEMENT
Shareholders of the Fund on the Record Date will be entitled to one vote per
share then held and a fractional vote for each fractional share then held.
Approval of the Reorganization Agreement requires the affirmative vote of a
majority of the outstanding voting securities entitled to vote. Any shareholder
submitting a proxy may revoke it at any time before it is exercised by
submitting to the Secretary of the Fund a written notice of revocation or a
subsequently executed proxy, or by attending the Special Meeting and voting in
person.
Shares represented by a properly executed proxy will be voted in accordance with
the instructions thereon, or if no specification is made, the shares will be
voted "FOR" the approval of the Reorganization Agreement. For purposes of
determining the presence of a quorum for transacting business at the Special
Meeting, abstentions and broker "non_votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares on a particular
matter) will be treated as shares that are present at the Special Meeting but
which have not been voted. For this reason, abstentions and broker non_votes
will have the effect of a vote against approval of the Reorganization Agreement.
If sufficient votes in favor of the proposal are not received by the time
scheduled for the Special Meeting, the persons named as proxies may propose one
or more adjournments of the Special Meeting for a reasonable period of time to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of the votes cast in person or by proxy at the
session of the Special Meeting (or any subsequent meeting as a result of any
adjournments) to be adjourned. The persons named as proxies will vote for an
adjournment any proxies which they are entitled to vote in favor of the
proposal. They will vote as against any proxies required to be voted against the
proposal. The costs of any additional solicitation and of any adjourned session
will be borne by Turner Investment Partners.
OUTSTANDING SHARES
Only shareholders of record on the Record Date are entitled to notice of and to
vote at the Special Meeting and any adjournment thereof. At the close of
business on the Record Date there were outstanding and entitled to vote:
206,360.881 shares of the Target Select Equity Fund of TIP Funds.
14
<PAGE>
BENEFICIAL OWNERS
The following table sets forth certain information as of August 31, 2000,
concerning each person who owned, of record or beneficially, 5% or more of the
shares of the Fund. Turner Investment Partners may be deemed to "beneficially
own" a substantial number of shares of the Fund because their investment
advisory relationships may permit them to dispose of shares or advise
Shareholders to dispose of shares. Turner Investment Partners may be deemed to
control the Fund if it beneficially owns more than 25% of the Fund outstanding
shares. Turner does not vote shares of the Fund for any of its clients.
--------------------------------------------------------------------------------
TIP FUNDS TARGET SELECT EQUITY FUND
--------------------------------------------------------------------------------
PERCENTAGE OF SHARES
NAME AND ADDRESS OWNED BEFORE REORGANIZATION
--------------------------------------------------------------------------------
Donaldson Lufkin Jenrette Secs Corp
Pershing Division
P.O. Box 2052
Jersey City, NJ 07399-0001 5.56%
--------------------------------------------------------------------------------
Charles Schwab & Co., Inc
Attn Mutual Funds/Team S
4500 Cherry Creek Dr. S Fl 3
Denver, CO80209 17.51%
--------------------------------------------------------------------------------
Carolyn Turner, TR
U/A
Robert E. Turner, Jr. Trust
9 Horeshoe Ln
Paoli, PA 19301-1909 22.16%
--------------------------------------------------------------------------------
Robert & Carolyn Turner Foundation
9 Horeshoe Ln
Paoli, PA 19301-1909 11.73%
--------------------------------------------------------------------------------
Muriel J. % Peter J. Moran TR
U/A DTD 02/12/1998
Peter J. Moran Family Trust
FBO N. Sharkey K. Borges P. Moran III
180 Country Ln
Phoenixville, PA19460-1703 14.28%
--------------------------------------------------------------------------------
* Record and Beneficial Ownership.
As of Record Date the Trustees and officers of the Trust as a group owned 23% of
the total outstanding shares of the Fund.
EXPENSES
All costs of solicitation (including the printing and mailing of this proxy
statement, meeting notice and form of proxy, as well as any necessary
supplementary solicitations) will be paid by Turner. In order to obtain the
necessary quorum at the Special Meeting, additional solicitation may be made by
mail, telephone, telegraph, facsimile or personal interview by representatives
of Turner, SEI Investments or the Trust. Persons holding shares as nominees
will, upon request, be reimbursed for their reasonable expenses in sending
soliciting material to their principals.
15
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OTHER BUSINESS
The Trustees know of no other business to be brought before the Special Meeting.
However, if any other matters properly come before the Special Meeting, proxies
which do not contain specific restrictions to the contrary will be voted on such
matters in accordance with the judgment of the persons named as proxy.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to the Trust in writing at the address on
the cover page of this Prospectus/Proxy Statement or by telephoning
1-800-224-6312.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING ARE
REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOU MAY ALSO
VOTE OVER THE INTERNET OR BY TELEPHONE. PLEASE FOLLOW THE ENCLOSED INSTRUCTIONS
TO UTILIZE THESE METHODS OF VOTING.
16
<PAGE>
EXHIBIT A
FORM OF AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of February
25, 2000 (the "Agreement"), by and between the TIP Funds (the "TIP Trust"), a
Massachusetts business trust, on behalf of the TIP Target Select Equity Fund
(collectively, the "Acquired Fund"), and Alpha Select Funds ("Alpha Select
Trust"), a Delaware business trust, on behalf of the Target Select Equity Fund
(the "Acquiring Fund").
WHEREAS, TIP Trust was organized under Massachusetts law as a business
trust under a Declaration of Trust dated January 26, 1996, and amended on
February 21, 1997. TIP Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). TIP Trust has authorized capital consisting of an unlimited number of
units of beneficial interest without par value of separate series of TIP Trust.
The Acquired Fund is a duly organized and validly existing series of TIP Trust;
WHEREAS, Alpha Select Trust was organized under Delaware law as a business
trust under a Declaration of Trust dated October 25, 1993, and amended on
December 10, 1998. Alpha Select Trust is an open-end management investment
company registered under the 1940 Act. Alpha Select Trust has authorized capital
consisting of an unlimited number of units of beneficial interest with a par
value of $.00001 of separate series of Alpha Select Trust. The Acquiring Fund is
a duly organized and validly existing series of the Alpha Select Trust;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree to effect the transfer of all of the assets of the
Acquired Fund solely in exchange for the assumption by the Acquiring Fund of all
or substantially all of the liabilities of the Acquired Fund and units of
beneficial interest of the Acquiring Fund ("Acquiring Fund Shares") followed by
the distribution, at the Effective Time (as defined in Section 9 of this
Agreement), of such Acquiring Fund Shares to the holders of units of beneficial
interest of the Acquired Fund ("Acquired Fund Shares") on the terms and
conditions hereinafter set forth in liquidation of the Acquired Fund. The
parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, the Acquired Fund will assign,
deliver and otherwise transfer all of their assets and good and marketable title
thereto, and assign all or substantially all of the liabilities as are set forth
in a statement of assets and responsibilities, to be prepared as of the
Effective Time (the "Statement of Assets and Liabilities") to the Acquiring Fund
free and clear of all liens, encumbrances and adverse claims except as provided
in this Agreement, and the Acquiring Fund shall acquire all such assets, and
shall assume all such liabilities of the Acquired Fund, in exchange for delivery
to the Acquired Fund by the Acquiring Fund of a number of Acquiring Fund Shares
(both full and fractional) equivalent in number and value to the Acquired Fund
Shares outstanding immediately prior to the Effective Time. The assets and
stated liabilities of the Acquired Fund, as set forth in the Statement of Assets
and Liabilities attached hereto as Exhibit A, shall be exclusively assigned to
and assumed by the Acquiring Fund. All debts, liabilities, obligations and
duties of the Acquired Fund, to the extent that they exist at or after the
Effective Time and are stated in the Statement of Assets and Liabilities, shall
after the Effective Time attach to the Acquiring Fund and may be enforced
against the Acquiring Fund to the same extent as if the same had been incurred
by the Acquiring Fund.
2. TRANSFER OF ASSETS. The assets of the Acquired Fund to be acquired by the
Acquiring Fund and allocated thereto shall include, without limitation, all
cash, cash equivalents, securities, receivables (including interest and
dividends receivable) as set forth in the Statement of Assets and Liabilities,
as well as any claims or rights of action or rights to register shares under
applicable securities laws, any books or records of the Acquired Fund and other
property owned by the Acquired Fund at the Effective Time.
3. LIQUIDATION AND DISSOLUTION OF THE ACQUIRED FUND. At the Effective Time, the
Acquired Fund will liquidate and the Acquiring Fund Shares (both full and
fractional) received by the Acquired Fund will be distributed to the
shareholders of record of the Acquired Fund as of the Effective Time in exchange
for their respective Acquired Fund Shares and in complete liquidation of the
Acquired Fund. Each shareholder of the Acquired Fund will receive a number of
Acquiring Fund Shares equal in number and value to the Acquired Fund Shares held
by that shareholder, and each Acquiring Fund and Acquired
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Fund share will be of equivalent net asset value per share. Such liquidation and
distribution will be accompanied by the establishment of an open account on the
share records of the Acquiring Fund in the name of each shareholder of the
Acquired Fund and representing the respective number of Acquiring Fund Shares
due such shareholder. As soon as practicable after the Effective Time, TIP Trust
shall take all steps as shall be necessary and proper to effect a complete
termination of the Acquired Fund.
4. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The Acquiring Fund
represents and warrants to the Acquired Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. Alpha Select Trust is a business trust duly
organized and validly existing under the laws of the State of Delaware and
has the power to carry on its business as it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. Alpha Select Trust is registered
under the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and is in full force and
effect.
(c) FINANCIAL STATEMENTS. The unaudited financial statements, if any, of
Alpha Select Trust relating to the Acquiring Fund dated as of MARCH 31, 2000
(the "Acquiring Fund Financial Statements"), which will, if available, be
delivered to the Acquired Fund as of the Effective Time, will fairly present
the financial position of the Acquiring Fund as of the date thereof.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Fund Shares to be
issued in connection with the Reorganization have been duly authorized and
upon consummation of the Reorganization will be validly issued, fully paid
and nonassessable. Prior to the Effective Time, there shall be no issued and
outstanding Acquiring Fund Shares or any other securities issued by the
Acquiring Fund.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. Alpha Select Trust, on behalf of
the Acquiring Fund, has the power to enter into this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by the Alpha Select Trust Board of Trustees, and no
other proceedings by the Acquiring Fund are necessary to authorize its
officers to effectuate this Agreement and the transactions contemplated
hereby. The Acquiring Fund is not a party to or obligated under any charter,
by-law, indenture or contract provision or any other commitment or
obligation, or subject to any order or decree, which would be violated by its
executing and carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the Acquiring Fund, whether or
not determined or determinable, other than liabilities disclosed or provided
for in the Acquiring Fund Financial Statements and liabilities incurred in
the ordinary course of business subsequent to the date of the Statements and
up to the Effective Time or otherwise previously disclosed to the Acquired
Fund, none of which has been materially adverse to the business, assets or
results of operations of the Acquiring Fund. The Alpha Select Trust's
Registration Statement, which is on file with the Securities and Exchange
Commission, does not contain an untrue statement of a material fact required
to be stated therein or necessary to make the statements therein not
misleading.
(g) LITIGATION. Except as previously disclosed to the Acquired Fund, there
are no claims, actions, suits or proceedings pending or, to the actual
knowledge of the Acquiring Fund, threatened which would materially adversely
affect the Acquiring Fund or its assets or business or which would prevent or
hinder in any material respect consummation of the transactions contemplated
hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to the Acquired
Fund, under which no default exists, the Acquiring Fund is not a party to or
subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever with respect to the
Acquiring Fund.
(i) TAXES. As of the Effective Time, all Federal and other tax returns and
reports of the Acquiring Fund required by law to have been filed shall have
been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquiring Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
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<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND. The Acquired Fund
represents and warrants to the Acquiring Fund as follows:
(a) ORGANIZATION, EXISTENCE, ETC. TIP Trust is a business trust duly
organized and validly existing under the laws of the Commonwealth of
Massachusetts and has the power to carry on its business as it is now being
conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. TIP Trust is registered under the
1940 Act as an open-end management investment company; such registration has
not been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of the TIP Trust
relating to the Acquired Fund for the fiscal year ended September 30, 1999
and the unaudited financial statements of the Acquired Fund dated as of March
31, 2000 (the "Acquired Fund Financial Statements"), as delivered to the
Acquiring Fund, fairly present the financial position of the Acquired Fund as
of the dates thereof, and the results of its operations and changes in its
net assets for the periods indicated.
(d) MARKETABLE TITLE TO ASSETS. The Acquired Fund will have, at the Effective
Time, good and marketable title to, and full right, power and authority to
sell, assign, transfer and deliver, the assets to be transferred to the
Acquiring Fund. Upon delivery and payment for such assets, the Acquiring Fund
will have good and marketable title to such assets without restriction on the
transfer thereof free and clear of all liens, encumbrances and adverse
claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. TIP Trust, on behalf of the
Acquired Fund, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by TIP Trust's Board of Trustees, and, except for
approval by the shareholders of the Acquired Fund, no other proceedings by
the Acquired Fund are necessary to authorize its officers to effectuate this
Agreement and the transactions contemplated hereby. The Acquired Fund is not
a party to or obligated under any charter, by-law, indenture or contract
provision or any other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out this
Agreement.
(f) LIABILITIES. There are no liabilities of the Acquired Fund, whether or
not determined or determinable, other than liabilities disclosed or provided
for in the Acquired Fund Financial Statements and liabilities incurred in the
ordinary course of business subsequent to October 23, 2000 or otherwise
previously disclosed to the Acquiring Fund, none of which has been materially
adverse to the business, assets or results of operations of the Acquired
Fund. TIP Trust's Registration Statement, which is on file with the
Securities and Exchange Commission, does not contain an untrue statement of a
material fact required to be stated therein or necessary to make the
statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the Acquiring Fund, there
are no claims, actions, suits or proceedings pending or, to the knowledge of
the Acquired Fund, threatened which would materially adversely affect the
Acquired Fund or its assets or business or which would prevent or hinder in
any material respect consummation of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to the Acquiring
Fund, under which no default exists, the Acquired Fund, at the Effective
Time, is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax returns and
reports of the Acquired Fund required by law to have been filed shall have
been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquired Fund's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
(a) All representations and warranties of the Acquired Fund contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated
by this Agreement, as of the Effective Time, with the same force and effect
as if made on and as of the Effective Time.
A-3
<PAGE>
(b) The Acquiring Fund shall have received an opinion of counsel for the
Acquired Fund, dated as of the Effective Time, addressed to and in form and
substance satisfactory to counsel for the Acquiring Fund, to the effect that
(i) the Acquired Fund is duly organized and validly existing series of TIP
Trust under the laws of the Commonwealth of Massachusetts; (ii) TIP Trust is
an open-end management investment company registered under the 1940 Act;
(iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by all
requisite action of the Acquired Fund and this Agreement has been duly
executed and delivered by TIP Trust on behalf of the Acquired Fund and is a
valid and binding obligation of the Acquired Fund, subject to applicable
bankruptcy, insolvency, fraudulent conveyance and similar laws or court
decisions regarding enforcement of creditors' rights generally; (iv) to the
best of counsel's knowledge after reasonable inquiry, no consent, approval,
order or other authorization of any Federal or state court or administrative
or regulatory agency is required for the Acquired Fund to enter into this
Agreement or carry out its terms that has not been obtained other than where
the failure to obtain any such consent, approval, order or authorization
would not have a material adverse effect on the operations of the Acquired
Fund; and (v) upon consummation of this Agreement, the Acquiring Fund shall
have acquired all of the Acquired Fund's assets listed in the Statement of
Assets and Liabilities, free and clear of all liens encumbrances or adverse
claims.
(c) The Acquired Fund shall have delivered to the Acquiring Fund at the
Effective Time the Acquired Fund's Statement of Assets and Liabilities,
prepared in accordance with generally accepted accounting principles
consistently applied, together with a certificate of the Treasurer or
Assistant Treasurer of the Acquired Fund as to the aggregate asset value of
the Acquired Fund's portfolio securities.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
(a) All representations and warranties of the Acquiring Fund contained in
this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time.
(b) The Acquired Fund shall have received an opinion of counsel for the
Acquiring Fund, dated as of the Effective Time, addressed to and in form and
substance satisfactory to counsel for the Acquired Fund, to the effect that:
(i) the Acquiring Fund is duly organized and validly existing series of Alpha
Select Trust under the laws of the State of Delaware; (ii) Alpha Select Trust
is an open-end management investment company registered under the 1940 Act;
(iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by all
requisite corporate action of the Acquiring Fund and this Agreement has been
duly executed and delivered by the Acquiring Fund and is a valid and binding
obligation of the Acquiring Fund, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions
regarding enforcement of creditors' rights generally; (iv) to the best of
counsel's knowledge after reasonable inquiry, no consent, approval, order or
other authorization of any Federal or state court or administrative or
regulatory agency is required for the Acquiring Fund to enter into this
Agreement or carry out its terms that has not already been obtained, other
than where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of
the Acquiring Fund; and (v) the Acquiring Fund Shares to be issued in the
Reorganization have been duly authorized and upon issuance thereof in
accordance with this Agreement will be validly issued, fully paid and
nonassessable.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND AND THE
ACQUIRING FUND. The obligations of the Acquired Fund and the Acquiring Fund to
effectuate this Agreement shall be subject to the satisfaction of each of the
following conditions:
(a) Such authority from the Securities and Exchange Commission (the "SEC")
and state securities commissions as may be necessary to permit the parties to
carry out the transactions contemplated by this Agreement shall have been
received.
(b) With respect to the Acquired Fund, TIP Trust will call a meeting of
shareholders to consider and act upon this Agreement and to take all other
actions reasonably necessary to obtain the approval by shareholders of each
of the Acquired Fund of this Agreement and the transactions contemplated
herein, including the Reorganization and the termination of the Acquired Fund
if the Reorganization is consummated. TIP Trust has prepared or will prepare
the notice of meeting, form of proxy and Proxy Statement (collectively,
"Proxy Materials") to be used in connection with
A-4
<PAGE>
such meeting; provided that the Acquiring Fund has furnished or will furnish
a current, effective Prospectus relating to the Acquiring Fund Shares for
incorporation within and/or distribution with the Proxy Materials, and with
such other information relating to the Acquiring Fund as is reasonably
necessary for the preparation of the Proxy Materials.
(c) The Registration Statement on Form N-1A of the Acquiring Fund shall be
effective under the Securities Act of 1933 and, to the best knowledge of the
Acquiring Fund, no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the 1933 Act.
(d) The shares of the Acquiring Fund shall have been duly qualified for
offering to the public in all states of the United States, the Commonwealth
of Puerto Rico and the District of Columbia (except where such qualifications
are not required) so as to permit the transfer contemplated by this Agreement
to be consummated.
(e) The Acquired Fund and the Acquiring Fund shall have received on or before
the Effective Time an opinion of counsel satisfactory to the Acquired Fund
and the Acquiring Fund substantially to the effect that for Federal income
tax purposes:
(1) No gain or loss will be recognized to the Acquired Fund upon the
transfer of its assets in exchange solely for the Acquiring Fund Shares
and the assumption by the Acquiring Fund of the Acquired Fund's stated
liabilities;
(2) No gain or loss will be recognized to the Acquiring Fund on its
receipt of the Acquired Fund's assets in exchange for the Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Acquired Fund's
liabilities;
(3) The basis of an Acquired Fund's assets in the Acquiring Fund's hands
will be the same as the basis of those assets in the Acquired Fund's hands
immediately before the conversion;
(4) The Acquiring Fund's holding period for the assets transferred to the
Acquiring Fund by the Acquired Fund will include the holding period of
those assets in the Acquired Fund's hands immediately before the
conversion;
(5) No gain or loss will be recognized to the Acquired Fund on the
distribution of the Acquiring Fund Shares to the Acquired Fund's
shareholders in exchange for their Acquired Fund Shares;
(6) No gain or loss will be recognized to the Acquired Fund's shareholders
as a result of the Acquired Fund's distribution of Acquiring Fund Shares
to the Acquired Fund's shareholders in exchange for the Acquired Fund's
shareholders' Acquired Fund Shares;
(7) The basis of the Acquiring Fund Shares received by the Acquired Fund's
shareholders will be the same as the adjusted basis of the Acquired Fund's
shareholders' Acquired Fund Shares surrendered in exchange therefor; and
(8) The holding period of the Acquiring Fund Shares received by the
Acquired Fund's shareholders will include the Acquired Fund's
shareholders' holding period for the Acquired Fund's shareholders'
Acquired Fund Shares surrendered in exchange therefor, provided that said
Acquired Fund Shares were held as capital assets on the date of the
conversion.
(f) A vote approving this Agreement and the Reorganization contemplated
hereby shall have been adopted by at least a majority of the outstanding
shares of the Acquired Fund entitled to vote at an annual or special meeting.
(g) The Board of Trustees of Alpha Select Trust, at a meeting duly called for
such purpose, shall have authorized the issuance by the Acquiring Fund of
Acquiring Fund Shares at the Effective Time in exchange for the assets of the
Acquired Fund pursuant to the terms and provisions of this Agreement.
9. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the Acquired Fund's
assets for Acquiring Fund Shares shall be effective as of close of business on
October 23, 2000 or at such other time and date as fixed by the mutual consent
of the parties (the "Effective Time").
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<PAGE>
10. TERMINATION. This Agreement and the transactions contemplated hereby may be
terminated and abandoned without penalty by resolution of the Board of Trustees
of TIP Trust or by a resolution of the Board of Trustees of Alpha Select Fund,
at any time prior to the Effective Time, if circumstances should develop that,
in the opinion of the respective Board, make proceeding with the Agreement
inadvisable.
11. AMENDMENT. This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the parties; provided,
however, that following the Shareholders' Meeting called on behalf of the
Acquired Fund pursuant to Section 8 of this Agreement, no such amendment may
have the effect of changing the provisions for determining the number or value
of Acquiring Fund Shares to be paid to the Acquired Fund's shareholders under
this Agreement to the detriment of the Acquired Fund's shareholders without
their further approval.
12. GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.
13. NOTICES. Any notice, report, statement or demand required or permitted by
and provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
if to the Acquiring Fund:
MR. PETER M. MORAN
TURNER INVESTMENT PARTNERS, INC.
1235 WESTLAKES DRIVE, SUITE 350
BERWYN, PA 19312
with a copy to:
JAMES W. JENNINGS, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PA 19103
if to the Acquired Fund:
STEPHEN J. KNEELEY
TURNER INVESTMENT PARTNERS, INC.
1235 WESTLAKES DRIVE, SUITE 350
BERWYN, PA 19312
with a copy to:
JOHN H. GRADY, JR., ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PA 19103
14. FEES AND EXPENSES.
(a) Each of the Acquiring Fund and the Acquired Fund represents and warrants
to the other that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for herein.
(b) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by the Acquired Fund
and the Acquiring Fund will be borne by Turner Investment Partners, Inc.
pursuant to a separate agreement. Such expenses include, without limitation,
(i) expenses incurred in connection with the entering into and the carrying
out of the provisions of this Agreement; (ii) expenses associated with the
preparation and filing of the Proxy Statement under the 1934 Act; (iii)
registration or qualification fees and expenses of preparing and filing such
A-6
<PAGE>
forms as are necessary under applicable state securities laws to qualify the
Acquiring Fund Shares to be issued in connection herewith in each state in
which the Acquired Fund's shareholders are resident as of the date of the
mailing of the Proxy Statement to such shareholders; (iv) postage; (v)
printing; (iv) accounting fees; (vii) legal fees; and (viii) solicitation
costs of the transaction. Notwithstanding the foregoing, the Acquiring Fund
shall pay its own Federal and state registration fees.
15. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm or corporation other than the parties
hereto and their respective successors and assigns any rights or remedies
under or by reason of this Agreement.
16. ENTIRE AGREEMENT. Each of the Acquiring Fund and the Acquired Fund agree
that neither party has made any representation, warranty or covenant not set
forth herein and that this Agreement constitutes the entire agreement between
the parties. The representations, warranties and covenants contained herein or
in any document delivered pursuant hereto or in connection herewith shall
survive the consummation of the transactions contemplated hereunder.
17. FURTHER ASSURANCES. Each of the Alpha Select Trust, the Acquiring Fund, the
TIP Trust and the Acquired Fund shall take such further action as may be
necessary or desirable and proper to consummate the transactions contemplated
hereby.
18. BINDING NATURE OF AGREEMENT. As provided in each trust's Declaration of
Trust on file with the Secretary of State of the Commonwealth of Massachusetts
or State of Delaware, as appropriate, this Agreement was executed by the
undersigned officers of Alpha Select Trust and TIP Trust, on behalf of each of
the Acquiring Fund and the Acquired Fund, respectively, as officers and not
individually, and the obligations of this Agreement are not binding upon the
undersigned officers, nor are they binding upon the Trust's other officers and
Trustees, individually, but are binding only upon the assets and property of
each trust. Moreover, no series of a trust shall be liable for the obligations
of any other series of that trust.
Attest: TIP FUNDS,
on behalf of its series,
TIP Target Select Equity Fund
________________________ By:______________________________
Attest: ALPHA SELECT FUNDS,
on behalf of its series,
Alpha Select Target Select Equity Fund
________________________ By:______________________________
A-7
<PAGE>
TIP FUNDS
TIP TARGET SELECT EQUITY FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 19, 2000
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Stephen J. Kneeley and Brian M. Ferko as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the TIP Target Select Equity Fund of TIP Funds (the
"Trust") to be held in the offices of SEI Investments Company ("SEI
Investments"), Oaks, Pennsylvania 19456, on Thursday, October 19, 2000, at 2
p.m., and any adjournments or postponements thereof (the "Meeting") all shares
of beneficial interest of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below respecting the proposed Agreement and Plan of Reorganization between the
Trust, on behalf of the TIP Target Select Equity Fund, and Alpha Select Funds,
and in accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approval of an Agreement and Plan of Reorganization
and Liquidation providing for the transfer of the assets and
liabilities of the TIP Target Select Equity Fund, a portfolio
of the TIP Funds, in exchange for shares of the Target Select
Equity Fund, a portfolio of the Alpha Select Funds.
____For ____Against ____Abstain
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED
IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
<PAGE>
Dated:______________, 2000
--------------------------------
Signature of Shareholder
--------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
