0001135428-05-000014.txt : 20151026
0001135428-05-000014.hdr.sgml : 20151026
20050113112217
ACCESSION NUMBER: 0001135428-05-000014
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20050218
FILED AS OF DATE: 20050113
DATE AS OF CHANGE: 20050113
EFFECTIVENESS DATE: 20050113
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MDL FUNDS
CENTRAL INDEX KEY: 0001128261
IRS NUMBER: 000000000
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 811-10207
FILM NUMBER: 05527354
BUSINESS ADDRESS:
STREET 1: C/O THE MDL FUNDS TRUST
STREET 2: 101 FEDERAL STREET
CITY: BOSTON
STATE: MA
ZIP: 92110
FORMER COMPANY:
FORMER CONFORMED NAME: MDL FUNDS TRUST
DATE OF NAME CHANGE: 20001114
DEF 14A
1
mdl_proxy.txt
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
THE MDL FUNDS
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------------
4) Date Filed:
THE MDL FUNDS
MDL CORE BOND FUND (FORMERLY, THE MDL BROAD MARKET FIXED INCOME FUND)
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 18, 2005
Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of The MDL Funds (the "Trust") will be held at the offices of
SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on
February 18, 2005 at 11:00 a.m. Eastern Time. The Special Meeting is being
called for the purpose of considering the proposal set forth below and to
transact such other business as may be properly brought before the Special
Meeting.
PROPOSAL: To elect members to the Board of Trustees of the Trust.
Only shareholders of the Trust at the close of business on December 23,
2004, are entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS POSSIBLE.
YOU MAY ALSO VOTE EASILY AND QUICKLY BY TELEPHONE OR THROUGH THE INTERNET AS
DESCRIBED IN THE ENCLOSED PROXY CARD. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS
INCLUDED ON YOUR ENCLOSED PROXY CARD. IT IS MOST IMPORTANT AND IN YOUR INTEREST
FOR YOU TO VOTE SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES
MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
By Order of the Trustees,
/s/ James F. Volk
---------------------------------
James F. Volk
President
Dated: January 6, 2005
THE MDL FUNDS
MDL CORE BOND FUND (FORMERLY, THE MDL BROAD MARKET FIXED INCOME FUND)
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
--------------------------
PROXY STATEMENT
--------------------------
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 18, 2005
This proxy statement is furnished by the Board of Trustees of The MDL
Funds (the "Trust") in connection with the solicitation of proxies for use at
the special meeting of shareholders (the "Special Meeting") of the Trust to be
held on Friday, February 18, 2005, at 11:00 a.m. Eastern Time, or at any
adjournment thereof, at the offices of SEI Investments Company, One Freedom
Valley Drive, Oaks, Pennsylvania 19456. It is expected that the Notice of
Special Meeting, this proxy statement, and a proxy card will be mailed to
shareholders on or about January 6, 2005.
SUMMARY
At the Special Meeting, all shareholders will be asked to vote to elect
members to the Board of Trustees of the Trust. If you do not expect to be
present at the Special Meeting and wish your shares to be voted, please vote
your proxy by mail, telephone or Internet allowing sufficient time for the proxy
to be received on or before the date of the Special Meeting. If your proxy is
properly returned by that date, shares represented by your proxy will be voted
at the Special Meeting in accordance with your instructions. However, if no
instructions are specified on the proxy with respect to a proposal, the proxy
will be voted FOR the approval of the proposal and in accordance with the
judgment of the persons appointed as proxies upon any other matter that may
properly come before the Special Meeting. Shareholders may revoke their proxies
at any time prior to the time they are voted by giving written notice to the
Secretary of the Trust, by delivering a subsequently dated proxy, or by
attending and voting at the Special Meeting.
The close of business on December 23, 2004 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting and any adjournment thereof. Each
full share will be entitled to one vote at the Special Meeting and each fraction
of a share will be entitled to the fraction of a vote equal to the proportion of
a full share represented by the fractional share. As of the Record Date, the
Trust's net assets and the approximate number shares outstanding were as
follows:
NET ASSETS ($) SHARES OUTSTANDING
-------------- ------------------
MDL Core Bond Fund 41,092,137.83 4,030,531.497
EXPENSES
The expenses of the Special Meeting will be borne proportionately by
each series of the Trust based on the assets of such series. The solicitation of
proxies will be largely by mail, but may include telephonic, Internet or oral
communication by officers and service providers of the Trust.
UPON REQUEST, THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF THE
ANNUAL REPORT AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL
REPORT, IF ANY, TO A SHAREHOLDER. ANNUAL REPORTS AND SEMI-ANNUAL REPORTS MAY BE
OBTAINED BY WRITING TO THE TRUST C/O SEI INVESTMENTS COMPANY, ONE FREEDOM VALLEY
DRIVE, OAKS, PENNSYLVANIA 19456 OR BY CALLING 1-877-635-3863.
1
DISCUSSION OF PROPOSAL
INTRODUCTION
At the Special Meeting, it is proposed that ten Trustees be elected to
hold office until their successors are duly elected and qualified. The persons
named in the accompanying proxy intend, in the absence of contrary instructions,
to vote all proxies on behalf of the shareholders for the election of Robert A.
Nesher, William M. Doran, John T. Cooney, Robert A. Patterson, Eugene B. Peters,
James M. Storey, George J. Sullivan, Betty L. Krikorian, Charles E. Carlbom, and
Mitchell A. Johnson (each a "Nominee" and collectively, the "Nominees"). FOR THE
REASONS DISCUSSED BELOW, THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF ALL NOMINEES.
GENERAL INFORMATION
The Trust's Board of Trustees currently consists of seven Trustees, all
of whom have been elected by shareholder vote. At a meeting held on November 16,
2004, the Board of Trustees approved the nomination of Robert A. Nesher, William
M. Doran, John T. Cooney, Robert A. Patterson, Eugene B. Peters, James M.
Storey, and George J. Sullivan, each of whom is a current member of the Board.
If approved by shareholders at the Special Meeting, they will continue to serve
as members of the Board of Trustees of the Trust. At the meeting, the Board of
Trustees also approved the nomination of Betty L. Krikorian, Charles E. Carlbom,
and Mitchell A. Johnson, each a Trustee candidate ("Candidate") to the Board. If
approved by shareholders at the Special Meeting, the Candidates will begin
serving as members of the Board of Trustees of the Trust immediately following
the Special Meeting.
You are being asked to approve the election of the Nominees as Trustees
of the Trust to 1) ensure there is a sufficient number of independent Trustees
to permit the Trust to rely on certain exemptive rules, and 2) satisfy certain
requirements of Section 16 of the Investment Company Act of 1940, as amended
(the "1940 Act").
The SEC recently adopted certain amendments to rules under the 1940 Act
which permit an investment company to rely on certain exemptive rules IF at
least 75% of the members of such company's Board is independent. Currently, only
71% of the Trust's Board members are independent. If all of the Nominees are
approved, including each Candidate, 80% of the Board's members will be
independent immediately following the Special Meeting. Section 16(a) of the 1940
Act generally requires the trustees of an investment company be elected by
shareholder vote. Accordingly, the Board has determined that it would be in the
best interests of shareholders to call a special meeting at this time and
recommend the election by shareholders of each Nominee.
Each of the Nominees has consented to being named in this proxy
statement and serving as a Trustee if elected. The Trust knows of no reason why
any Nominee would be unable or unwilling to serve if elected. Because the Trust
does not hold regular annual shareholder meetings, each Nominee, if elected,
will hold office until the earlier of his resignation or his successor is duly
appointed or elected and qualified.
INFORMATION REGARDING TRUSTEES AND NOMINEES
The business and affairs of the Trust are managed under the direction
of its Board of Trustees. The persons currently serving as trustees of the Trust
additionally serve in the same capacity for three other Trusts operating as
investment companies: The Advisors' Inner Circle Fund, The Advisors' Inner
Circle Fund II and Expedition Funds. If elected by shareholders, the nominees
would serve in the same capacity for the Trust, and are expected to serve as
Trustees of these other Trusts, subject to election by shareholders of each
other Trust, respectively. Because of the common membership of each of these
Trust's respective Board of Trustees, regular meetings of the Board of Trustees
are held jointly for these Trusts to tend to the business of each respective
Trust. However, other than sharing the same administrator and distributor and
having the same members on each Trust's Board of Trustees, the Trusts have no
relationship with each other. The table below provides basic information about
each Nominee and each current Trustee. The "Fund Complex" consists of only the
MDL Core Bond Fund (formerly, the MDL Broad Market Fixed Income Fund) (the
"Fund"). The mailing address for each Nominee, except William M. Doran, is One
Freedom Valley Drive, Oaks, Pennsylvania 19456. The mailing address for Mr.
Doran is 1701 Market Street, Philadelphia, Pennsylvania 19103. The following
information is provided for each Nominee:
2
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
POSITION(S) TERM OF OFFICE PRINCIPAL TRUSTEE OR
HELD WITH AND LENGTH OF OCCUPATION(S) NOMINEE FOR OTHER DIRECTORSHIPS HELD BY
NAME AND AGE THE TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE TRUSTEE OR NOMINEE FOR TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------
NOMINEES FOR INTERESTED TRUSTEES (CURRENTLY SERVE AS INTERESTED TRUSTEES)*
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
William M. Doran, Trustee No set term; Self-employed 1 Director of SEI Investments
64 served since 1992 Consultant since Company, SEI Investments
2003. Partner, Distribution Co. Trustee of
Morgan, Lewis & The Advisors' Inner Circle
Bockius LLP (law Fund II, Expedition Funds, The
firm) from 1976 to Advisors' Inner Circle Fund,
2003, counsel to SEI Asset Allocation Trust,
the Trust, SEI SEI Daily Income Trust, SEI
Investments, the Institutional International
Administrator and Trust, SEI Institutional
the Distributor. Investments Trust, SEI
Institutional Managed Trust,
SEI Index Funds, SEI Liquid
Asset Trust and SEI Tax Exempt
Trust
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Robert A. Nesher, Chairman of No set term; Currently performs 1 Trustee of The Advisors' Inner
58 the Board of served since 1991 various services on Circle Fund II, Bishop Street
Trustees behalf of SEI Funds, Expedition Funds, The
Investments for Advisors' Inner Circle Fund,
which Mr. Nesher is SEI Global Master Fund, plc,
compensated. SEI Global Assets Fund, plc,
SEI Global Investments Fund,
plc, SEI Investments Global,
Limited, SEI Absolute Return
Master Fund, L.P., SEI
Opportunity Master Fund, L.P.,
SEI Absolute Return Fund,
L.P., SEI Opportunity Fund,
L.P., SEI Asset Allocation
Trust, SEI Daily Income Trust,
SEI Institutional
International Trust, SEI
Institutional Investments
Trust, SEI Institutional
Managed Trust, SEI Liquid
Asset Trust and SEI Tax Exempt
Trust
-----------------------------------------------------------------------------------------------------------------------------
NOMINEES FOR INDEPENDENT TRUSTEES (CURRENTLY SERVE AS INDEPENDENT TRUSTEES)*
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
John T. Cooney, 77 Trustee No set term; N/A 1 Trustee of The Advisors' Inner
served since 1993 Circle Fund II, The Advisors'
Inner Circle Fund, and the
Expedition Funds
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Robert A. Trustee No set term; Pennsylvania State 1 Director, Pennsylvania
Patterson, 87 served since 1993 University, Senior Research Corp. Member and
Vice President, Treasurer (Emeritus), Board of
Treasurer Trustees of Grove City
(Emeritus); College. Trustee of The
Financial and Advisors' Inner Circle Fund
Investment II, The Advisors' Inner Circle
Consultant, Fund, and the Expedition Funds
Professor of
Transportation
since 1984
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Eugene B. Peters, Trustee No set term; Private investor 1 Trustee of The Advisors' Inner
75 served since 1993 from 1987 to present Circle Fund II, The Advisors'
Inner Circle Fund, and the
Expedition Funds
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
3
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
OVERSEEN BY
POSITION(S) TERM OF OFFICE PRINCIPAL TRUSTEE OR
HELD WITH AND LENGTH OF OCCUPATION(S) NOMINEE FOR OTHER DIRECTORSHIPS HELD BY
NAME AND AGE THE TRUST TIME SERVED DURING PAST 5 YEARS TRUSTEE TRUSTEE OR NOMINEE FOR TRUSTEE
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
James M. Storey, Trustee No set term; Attorney, Solo 1 Trustee of The Advisors' Inner
73 served since 1994 Practitioner since Circle Fund II, The Advisors'
1994 Inner Circle Fund, the Expedition
Funds, State Street Research
Funds, Massachusetts Health and
Education Tax-Exempt Trust, SEI
Asset Allocation Trust, SEI
Daily Income Trust, SEI Index
Funds, SEI Institutional
International Trust, SEI
Institutional Investments Trust,
SEI Institutional Managed
Trust, SEI Liquid Asset
Trust and SEI Tax Exempt Trust
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
George J. Trustee No set term; Chief Executive 1 Trustee, State Street
Sullivan, 62 served since 1999 Officer, Newfound Navigator Securities Lending
Consultants Inc. Trust. Trustee of The
since April 1997 Advisors' Inner Circle Fund
II, The Advisors' Inner
Circle Fund, the Expedition
Funds, SEI Absolute Return
Master Fund, LP, SEI Asset
Allocation Trust, SEI Daily
Income Trust, SEI Index Funds,
SEI Institutional International
Trust, SEI Institutional
Investments Trust, SEI
Institutional Managed Trust,
SEI Liquid Asset Trust, SEI
Opportunity Master Fund and
SEI Tax Exempt Trust
-----------------------------------------------------------------------------------------------------------------------------
NOMINEES FOR INDEPENDENT TRUSTEES (CURRENTLY CANDIDATES)*
-----------------------------------------------------------------------------------------------------------------------------
Betty L. N/A N/A Self-Employed Legal 1 N/A
Krikorian, 61 and Financial
Services Consultant
since 2003. State
Street Bank Global
Securities and Cash
Operations from
1995 to 2003.
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Charles E. N/A N/A Self-Employed 1 Director, Crown Pacific Inc.
Carlbom, 70 Business
Consultant,
Business Projects
Inc. since 1997.
CEO and President,
United Grocers Inc.
from 1997 to 2000.
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
Mitchell A. N/A N/A Retired. 1 Director, Federal Agricultural
Johnson, 62 Mortgage Corporation
------------------- -------------- ------------------- --------------------- --------------- --------------------------------
* Trustees who are not deemed to be "interested persons" of the Trust as
defined in the 1940 Act are referred to as "Independent Trustees." Trustees
who are deemed to be "interested persons" of the Trust are referred to as
"Interested Trustees." Mssrs. Doran and Nesher are deemed interested
Trustees by virtue of their affiliation with the Trust's Distributor.
4
COMPENSATION OF TRUSTEES AND OFFICERS
The officers of the Trust do not receive any direct compensation from
the Trust. Each Trustee who is not an officer, employee or director of the
investment adviser to the Trust or its affiliates receives an aggregate annual
fee plus a fee per meeting attended (plus reimbursement for reasonable
out-of-pocket expenses incurred in connection with attendance at Board and
committee meetings) from the Trust. Payment of such fees and expenses is
allocated between each respective Fund. The aggregate compensation payable by
the Trust to each of the Trustees serving during the fiscal year ended October
31, 2003 is set forth in the compensation table below.
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
TOTAL
PENSION OR RETIREMENT COMPENSATION
AGGREGATE BENEFITS ESTIMATED ANNUAL FROM FUND AND FUND
COMPENSATION FROM THE ACCRUED AS PART BENEFITS UPON COMPLEX PAID TO
NAME OF TRUSTEE TRUST OF FUND EXPENSES RETIREMENT TRUSTEE*
------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES:
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
William M. Doran $0 N/A N/A $0
------------------------------------------------------------------------------------------------------------------------------
Robert A. Nesher $0 N/A N/A $0
------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
John T. Cooney $1,054 N/A N/A $1,054
------------------------------------------------------------------------------------------------------------------------------
Robert A. Patterson $1,054 N/A N/A $1,054
------------------------------------------------------------------------------------------------------------------------------
Eugene B. Peters $1,054 N/A N/A $1,054
------------------------------------------------------------------------------------------------------------------------------
James M. Storey $1,054 N/A N/A $1,054
------------------------------------------------------------------------------------------------------------------------------
George J. Sullivan $1,054 N/A N/A $1,054
------------------------------------------------------------------------------------------------------------------------------
--------------
* The Trust is the only investment company in the "Fund Complex."
OWNERSHIP OF FUND SECURITIES
The table below shows the dollar range of equity securities
beneficially owned by each Nominee as of December 31, 2003:
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN OR
TO BE OVERSEEN BY TRUSTEE OR
DOLLAR RANGE OF EQUITY NOMINEE IN FAMILY OF INVESTMENT
NAME OF NOMINEE SECURITIES IN THE FUND COMPANIES
-------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES:
------------------------------ ---------------------------------------------- -------------------------------------
William M. Doran None None
-------------------------------------------------------------------------------------------------------------------
Robert A. Nesher None None
-------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES:
------------------------------ ---------------------------------------------- -------------------------------------
John T. Cooney None None
-------------------------------------------------------------------------------------------------------------------
Robert A. Patterson None None
-------------------------------------------------------------------------------------------------------------------
Eugene B. Peters None None
-------------------------------------------------------------------------------------------------------------------
James M. Storey None None
-------------------------------------------------------------------------------------------------------------------
George J. Sullivan None None
-------------------------------------------------------------------------------------------------------------------
Betty L. Krikorian None None
-------------------------------------------------------------------------------------------------------------------
Charles E. Carlbom None None
-------------------------------------------------------------------------------------------------------------------
Mitchell A. Johnson None None
-------------------------------------------------------------------------------------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES
MEETINGS OF THE BOARD OF TRUSTEES. During the Trust's most recently
completed fiscal year, the Board of Trustees met six times. All of the Trustees
attended every meeting
AUDIT COMMITTEE. The Board of Trustees has a standing Audit Committee
that is composed of each of the independent Trustees of the Trust. The Audit
Committee operates under a written charter approved by the Board. The principal
responsibilities of the Audit Committee include: recommending which firm to
engage as the Trust's
5
independent auditor and whether to terminate this relationship; reviewing the
independent auditors' compensation, the proposed scope and terms of its
engagement, and the firm's independence; pre-approving audit and non-audit
services provided by the Trust's independent auditor to the Trust and certain
other affiliated entities; serving as a channel of communication between the
independent auditor and the Trustees; reviewing the results of each external
audit, including any qualifications in the independent auditors' opinion, any
related management letter, management's responses to recommendations made by the
independent auditors in connection with the audit, reports submitted to the
Committee by the internal auditing department of the Trust's Administrator that
are material to the Trust as a whole, if any, and management's responses to any
such reports; reviewing the Trust's audited financial statements and considering
any significant disputes between the Trust's management and the independent
auditor that arose in connection with the preparation of those financial
statements; considering, in consultation with the independent auditors and the
Trust's senior internal accounting executive, if any, the independent auditors'
report on the adequacy of the Trust's internal financial controls; reviewing, in
consultation with the Trust's independent auditors, major changes regarding
auditing and accounting principles and practices to be followed when preparing
the Trust's financial statements; and other audit related matters. The
Independent Trustees, Messrs. Cooney, Patterson, Peters, Storey and Sullivan,
currently serve as members of the Audit Committee. The Audit Committee meets
periodically, as necessary, and met five times during the Trust's most recently
completed fiscal year.
NOMINATING COMMITTEE. The Board has a standing Nominating Committee
that is composed of each of the independent Trustees of the Trust. The principal
responsibilities of the Nominating Committee are to consider, recommend and
nominate candidates to fill vacancies on the Trust's Board, if any. The
Nominating Committee has adopted a charter, a copy of which is attached hereto
as Exhibit A. It is the Nominating Committee's policy to review shareholder
recommendations for nominations to fill vacancies on the Board if such
recommendations are submitted in writing and addressed to the Nominating
Committee at the Trust's office. The Nominating Committee may adopt from time to
time specific, minimum qualifications that the Committee believes a candidate
must meet before being considered as a candidate for Board membership. As of the
date of this Proxy Statement, the Nominating Committee has not adopted such
specific qualifications. The Independent Trustees, Messrs. Cooney, Patterson,
Peters, Storey and Sullivan, currently serve as members of the Nominating
Committee. The Nominating Committee meets periodically, as necessary, and met
three times during the Trust's most recently completed fiscal year.
FAIR VALUE PRICING COMMITTEE. The Board has a standing Fair Value
Pricing Committee that is composed of at least one Trustee and various
representatives of the Trust's service providers, as appointed by the Board. The
Fair Value Pricing Committee operates under procedures approved by the Board.
The principal responsibilities of the Fair Value Pricing Committee are to
determine the fair value of securities for which current market quotations are
not readily available. The Fair Value Pricing Committee's determinations are
reviewed by the Board. Mr. Nesher, an Interested Trustee, currently serves as
the Board's delegate on the Fair Value Pricing Committee. The Fair Value Pricing
Committee meets periodically, as necessary, and did not meet during the Trust's
most recently completed fiscal year.
COMMUNICATIONS WITH THE BOARD
Shareholders wishing to submit written communications to the Board
should send their communications to SEI Investments Company, One Freedom Valley
Drive, Oaks, Pennsylvania 19456. Any such communications received will be
reviewed by the Board at its next regularly scheduled meeting.
BOARD APPROVAL OF THE ELECTION OF TRUSTEES
At the meeting of the Board of Trustees held on November 16, 2004, the
Board of Trustees voted to approve a Special Shareholder Meeting to elect each
of the Nominees as a Trustee of the Trust. Prior to such meeting, the Board met
several times to consider approximately ten new Trustee candidates. Before
making its final recommendation, the Board conducted two in-person interviews
with each Candidate. The Board also considered, among other factors, each
Nominee's experience, qualifications, and willingness to serve as Trustees for
other Trusts administered by SEI Investments Global Fund Services, and
determined that each Nominee is qualified to serve or continue to serve as a
Trustee. In voting to approve the Nominees, the Board of Trustees also
considered various matters related to the management and long-term welfare of
the Trust.
6
SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES
At the Special Meeting, it is proposed that ten Trustees be elected to
hold office until their successors are duly elected and qualified. The election
of Trustees requires the affirmative vote of a plurality of all votes cast at
the Special Meeting, provided that a majority of the shares entitled to vote are
present in person or by proxy at the Special Meeting. The persons named in the
accompanying proxy intend, in the absence of contrary instructions, to vote all
proxies on behalf of the shareholders for the election of Robert A. Nesher,
William M. Doran, John T. Cooney, Robert A. Patterson, Eugene B. Peters, James
M. Storey, George J. Sullivan, Betty L. Krikorian, Charles E. Carlbom, and
Mitchell A. Johnson. If you return your proxy but give no voting instructions,
your shares will be voted FOR all Nominees named herein. If the Nominees are not
approved by shareholders of the Trust, the current Boards of Trustees will
remain in place and will consider alternative nominations.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE FOR EACH OF THE NOMINEES
7
ADDITIONAL INFORMATION
EXECUTIVE OFFICERS OF THE TRUST
Information about the Trust's current principal executive officers is
set forth below. The mailing address of each officer is One Freedom Valley
Drive, Oaks, Pennsylvania 19456.
TERM OF NUMBER OF
OFFICE AND FUNDS IN THE
POSITION WITH LENGTH OF PRINCIPAL OCCUPATION DURING FUND COMPLEX
NAME AND AGE THE TRUST TIME SERVED THE PAST FIVE TO BE OVERSEEN
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
James F. Volk, 42 President No set term; Senior Operations Officer, SEI Funds 1
served since Accounting and Administration since 1996.
2003
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
Peter Golden, 40 Controller and No set term; Director of Global Fund Services since June 1
Chief Financial served since 2001. Vice President of Funds
Officer 2003 Administration for J.P. Morgan Chase & Co.
from 2000 to 2001. Vice President of
Pension and Mutual Fund Accounting for
Chase Manhattan Bank from 1997 to 2000.
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
William E. Zitelli, Jr., Chief Compliance No set term; Employed by SEI Investments Company from 1
36 Officer served since 2000 to 2004. Vice President, Merrill
2004 Lynch & Co. Asset Management Group from
1998 to 2000.
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
James Ndiaye, 36 Vice President and No set term; Employed by SEI Investments Company since 1
Secretary served since October 2004. Vice President, Deutsche
2004 Asset Management from 2003 to 2004.
Associate, Morgan, Lewis & Bockius, LLP
from 2000 to 2003. Counsel, Assistant Vice
President, ING Variable Annuities Group
from 1999 to 2000.
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
Timothy D. Barto, 36 Vice President and No set term; Employed by SEI Investments Company since 1
Assistant Secretary served since October 1999. General Counsel, Vice
1999 President and Secretary of the
Administrator since 2004 and Vice President
of SEI Investments Distribution Company,
1999-2003. Associate, Dechert Price &
Rhoads (law firm), 1997-1999.
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
John Munera, 42 Vice President and No set term; Middle Office Compliance Officer at SEI 1
Assistant Secretary served since Investments since 2000. Supervising
2002 Examiner at Federal Reserve Bank of
Philadelphia from 1998 to 2000.
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
Philip T. Masterson, 40 Vice President and No set term; Employed by SEI Investments Company since 1
Assistant Secretary served since August 2004. General Counsel, Citco Mutual
2004 Fund Services from 2003 to 2004.
OppenheimerFunds, Vice President and
Assistant Counsel from 1997 to 2001 and
Vice President and Associate Counsel from
2001 to 2003.
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
Mark D. Lay, 41 Vice President No set term; Chairman and Chief Executive Officer of MDL 1
served since Capital Management, Inc. since 1993 and
2003 Co-Manager of the Fund since its inception.
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
Steven Sanders, 45 Vice President No set term; President and Co-Chief Executive Officer of 1
served since MDL Capital Management, Inc. since 1996.
2003
-------------------------- -------------------- -------------- --------------------------------------------- ----------------
8
TRUSTEE AND OFFICER FUND OWNERSHIP
As of the Record Date, the Trust's Trustees and officers, collectively,
owned less than one percent (1%) of the outstanding shares of the Trust.
INVESTMENT ADVISER
MDL Advisers, Inc., 309 Smithfield Street, Pittsburgh, PA 15222,
provides investment management services to the Trust.
DISTRIBUTOR AND PRINCIPAL UNDERWRITER
SEI Investments Distribution Co., located at One Freedom Valley Drive,
Oaks, Pennsylvania 19456, a wholly-owned subsidiary of SEI, acts as the
distributor of the Trust.
ADMINISTRATOR
SEI Investments Global Funds Services (the "Administrator"), a Delaware
statutory trust, has its principal business offices at One Freedom Valley Drive,
Oaks, Pennsylvania 19456. SEI Investments Management Corporation, a wholly owned
subsidiary of SEI Investments Company ("SEI"), is the owner of all beneficial
interest in the Administrator.
5% SHAREHOLDERS
As of the Record Date, the following persons were the only persons who
were record owners or, to the knowledge of the Trust, were beneficial owners of
5% or more of the outstanding shares of the Fund, as described below. The Fund
does not know whether the shares referred to above were beneficially owned by
the persons listed below, or whether the shares were held in such persons'
accounts for their fiduciary, agency or custodial customers.
--------------------------------- ------------------------------ ------------------------------ ------------------------------
NAME AND ADDRESS OF PERCENTAGE OF FUND'S
FUND AND CLASS SHAREHOLDER NUMBER OF SHARES OWNED OUTSTANDING SHARES
--------------------------------- ------------------------------ ------------------------------ ------------------------------
MDL Core Bond Fund Beaver County Retirement Plan 2,629,175.8500 65.25%
C/O National City Bank Cust
P.O. Box 94984
Cleveland, OH 44101-4984
--------------------------------- ------------------------------ ------------------------------ ------------------------------
Nationwide Insurance 267,365.5240 6.64%
Company-NACO
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
--------------------------------- ------------------------------ ------------------------------ ------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte and Touche, LLP ("Deloitte") serves as independent registered
public accountant for the Trust. Deloitte has informed the Trust that they have
no material direct or indirect financial interest in the Trust. Representatives
of Deloitte are not expected to be present at the Special Meeting, but have been
given an opportunity to make a statement if they so desire and will be available
should any matter arise requiring their presence.
AUDIT FEES. Audit fees include amounts related to the audit of the
Trust's annual financial statements and services normally provided by Deloitte
in connection with the Trust's statutory and regulatory filings. During the
fiscal years ended October 31, 2003 and October 31, 2004, the Trust was billed
$15,000 and $15,900, respectively, in audit fees.
AUDIT-RELATED FEES. Below are the aggregate fees billed in the Trust's
last two fiscal years for assurance and related services by Deloitte that are
reasonably related to the performance of the audit of the Trust's financial
statements and are not reported under "Audit Fees" above.
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-------------------------------- ------------------------------ ------------------------------ ------------------------------
ALL FEES AND SERVICES TO ALL OTHER FEES AND SERVICES
ALL FEES AND SERVICES TO THE SERVICE AFFILIATES THAT WERE TO SERVICE AFFILIATES THAT
FISCAL YEAR ENDING TRUST THAT WERE PRE-APPROVED PRE-APPROVED DID NOT REQUIRE PRE-APPROVAL
-------------------------------- ------------------------------ ------------------------------ ------------------------------
October 31, 2004 $1,590 N/A $0
-------------------------------- ------------------------------ ------------------------------ ------------------------------
October 31, 2003 $1,000 N/A $0
-------------------------------- ------------------------------ ------------------------------ ------------------------------
TAX FEES. Deloitte did not bill the Trust for any services related to
tax compliance, tax advice, or tax planning during the Trust's two most recently
completed fiscal years.
ALL OTHER FEES. Deloitte did not bill the Trust for other products and
services, other than the services reported above, for the Trust's two most
recently completed fiscal years.
AGGREGATE NON-AUDIT FEES. The aggregate non-audit fees billed by
Deloitte for the last two fiscal years were $0 and $0 for 2004 and 2003,
respectively.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. As of the date of
this Proxy Statement, the Audit Committee has not adopted pre-approval policies
and procedures. As a result, all services provided by Deloitte must be directly
pre-approved by the Audit Committee.
BOARD CONSIDERATION OF NON-AUDIT SERVICES. During the past year, all
non-audit services provided by Deloitte to any affiliated service providers were
pre-approved by the Trust's Audit Committee. Included in the Audit Committee's
pre-approval was the review and consideration as to whether the provision of
these non-audit services is compatible with maintaining Deloitte's independence.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts. As such, the Trust is not required to, and does
not, have annual meetings. Nonetheless, the Board of Trustees may call a special
meeting of shareholders for action by shareholder vote as may be required by the
1940 Act or as required or permitted by the Declaration of Trust and By-Laws of
the Trust. Shareholders who wish to present a proposal for action at a future
meeting should submit a written proposal to the Trust for inclusion in a future
proxy statement. The Board of Trustees will give consideration to shareholder
suggestions as to nominees for the Board of Trustees, as discussed above under
the heading "Nominating Committee." Shareholders retain the right to request
that a meeting of the shareholders be held for the purpose of considering
matters requiring shareholder approval.
VOTING AND OTHER MATTERS
Abstentions and "broker non-votes" will not be counted for or against
the proposal but will be counted for purposes of determining whether a quorum is
present. The Trust believes that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the proposals when they have not
received instructions from beneficial owners.
No business other than the matters described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of the
Special Meeting or any question as to an adjournment of the Special Meeting
arise, the persons named in the enclosed proxy will vote thereon according to
their best judgment in the interest of the Trust.
ADJOURNMENT
In the event that sufficient votes in favor of the proposal set forth
in the Notice of the Special Meeting are not received by the time scheduled for
the meeting, the persons named as proxies may propose one or more adjournments
of the meeting for a period or periods to permit further solicitation of proxies
with respect to the proposal. Any such adjournment will require the affirmative
vote of a majority of the votes cast on the question in person or by proxy at
the session of the meeting to be adjourned. Abstentions and "broker non-votes"
will not be counted for or against such proposal to adjourn. The persons named
as proxies will vote in favor of adjournments with respect to a proposal those
proxies that they are entitled to vote in favor of such proposal. They will vote
against
10
any such adjournment those proxies required to be voted against the proposal.
The Trust will bear the costs of any additional solicitation and any adjourned
sessions.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET
AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.
By Order of the Trustees,
/s/ James. F. Volk
--------------------------------
James F. Volk
President
Dated: January 6, 2005
11
EXHIBIT A
NOMINATING COMMITTEE CHARTER
I. THE COMMITTEE.
The Nominating Committee (the "Committee") is a committee of, and
established by, the Board of Trustees (the "Board") of The Advisors' Inner
Circle Fund, The MDL Funds, The Arbor Fund and Expedition Fund (collectively,
the "Trusts"). The Committee consists of such number of members as set by the
Board from time to time and its members shall be selected by the Board. The
Committee shall be comprised entirely of "Independent Trustees." For purposes of
this Charter, Independent Trustees shall mean members of the Board who are not
interested persons of the Trusts as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act").
II. BOARD NOMINATIONS AND FUNCTIONS.
1. The Committee shall select and nominate all persons to serve as Independent
Trustees. The Committee shall evaluate candidates' qualifications for Board
membership and the independence of such candidates from the investment advisers
and other principal service providers for the funds of the Trusts. Persons
selected must be independent in terms of both the letter and the spirit of the
1940 Act. The Committee shall also consider the effect of any relationships
beyond those delineated in the 1940 Act that might impair independence, E.G.,
business, financial or family relationships with investment advisers or service
providers.
2. The Committee also shall evaluate the qualifications of and make
recommendations for "interested" Trustee candidates to the Board.
3. The Committee may adopt from time to time specific, minimum qualifications
that the Committee believes a candidate must meet before being considered as a
candidate for Board membership and shall comply with any rules adopted from time
to time by the U.S. Securities and Exchange Commission regarding investment
company nominating committees and the nomination of persons to be considered as
candidates for Board membership.
4. The Committee shall review shareholder recommendations for nominations to
fill vacancies on the Board if such recommendations are submitted in writing and
addressed to the Committee at the applicable Trust's offices. The Committee
shall adopt, by resolution, a policy regarding its procedures for considering
candidates for the Board, including any recommended by shareholders.
III. COMMITTEE NOMINATIONS AND FUNCTIONS.
1. The Committee has the authority to make recommendations to the full Board for
nomination for membership on any committees of the Board.
2. The Committee is responsible for the adoption and administration of any
policy for retirement from Board membership.
3. The Committee has the authority to review as necessary the responsibilities
of any committees of the Board, whether there is a continuing need for each
committee, whether there is a need for additional committees of the Board, and
whether committees should be combined or reorganized. The Committee shall make
recommendations for any such action to the full Board.
4. The Committee shall, on an annual basis or at least as often as is required
by law, review the performance of the Board. The Committee may invite any or all
Interested Trustees or others to participate in such reviews as it deems
appropriate.
A-1
IV. OTHER POWERS AND RESPONSIBILITIES.
1. The Committee shall meet at least once each year or more frequently in open
or executive sessions. The Committee may invite members of management, counsel,
advisers and others to attend its meetings as it deems appropriate. The
Committee shall have separate sessions with management and others, as and when
it deems appropriate.
2. The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including authority to retain special counsel and other
experts or consultants at the expense of the applicable Fund or Trust.
3. The Committee shall report its activities to the Board and make such
recommendations as the Committee may deem necessary or appropriate.
4. A majority of the members of the Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may meet in
person or by telephone, and the Committee may act by written consent, to the
extent permitted by law and by the applicable Trust's by-laws. In the event of
any inconsistency between this Charter and a Trust's organizational documents,
the provisions of the Trust's organizational documents shall govern.
5. The Committee shall review this Charter as appropriate and recommend any
changes to the full Board.
6. The Committee shall elect one of its members to serve as Chairman, who shall
serve until another Chairman is elected.
Adopted: May 18, 2004
A-2
PROXY TABULATOR
P.O. BOX 9132
HINGHAM, MA 02043-9132
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have the Proxy card on reverse at hand.
2) Call 1-800-690-6903
3) Follow the recorded instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the Proxy card on reverse at hand.
2) Go to www.proxyweb.com
3) Follow the on-line instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate box on the reverse side.
3) Sign, date and return the Proxy card in the envelope provided.
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD.
THE MDL FUNDS
FUND NAME PRINTS HERE
NOTICE OF PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS DATED FEBRUARY 18, 2005
The undersigned, revoking previous proxies, if any, with respect to the Shares
(defined below), hereby appoints Jim Ndiaye and Laurie Brooks as proxies, each
with full power of substitution, to vote at the Special Meeting of Shareholders
(the "Meeting") of The MDL Funds (the "Trust") to be held at SEI Investments
Company, One Freedom Valley Drive, Oaks, PA, 19456, on February 18, 2005 at
11:00 a.m., EST, and any adjournments or postponements thereof, all shares of
beneficial interest of the Meeting ("Shares") on the proposal set forth on the
reverse side regarding (i) the election of the Board of Trustees of the Trust,
and (ii) any other matters properly brought before the Meeting.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOLLOWING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Date: __________________, 2005
-----------------------------------
Signature(s) (SIGN IN THE BOX)
Your signature(s) 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.
MDL MK
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
Proposal: To elect member of the Board of the Trustees of the Trust
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ELECT
THE FOLLOWING NOMINEES TO THE BOARD OF TRUSTEES OF THE TRUST.
FOR all nominees listed
(except as marked to the
contrary below)*
[ ]
WITHHOLD authority
to vote for all nominees
[ ]
(01) Robert A. Nesher
(02) William M. Doran
(03) John T. Cooney
(04) Robert A. Patterson
(05) Eugene B. Peters
(06) James M. Storey
(07) George J. Sullivan
(08) Betty L. Krikorian
(09) Charles E. Carlbom
(10) Mitchell A. Johnson
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NUMBER(S) OF THE NOMINEE(S) BELOW.
_____________________________________________________________________________
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.
MDL MK
COVER
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filename2.txt
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Tel. 202.739.3000
Fax: 202.739.3001
www.morganlewis.com
January 13, 2005
VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: The MDL Funds (File Nos. 333-50032 and 811-10207)
Ladies and Gentlemen:
On behalf of our client The MDL Funds (the "Trust"), we are filing, pursuant to
the Securities Exchange Act of 1934 and the Investment Company Act of 1940, a
definitive copy of the Schedule 14A, notice, proxy statement and voting
instruction forms ("Proxy Materials") for the Meeting of Shareholders
("Meeting") of the Trust scheduled to be held on February 18, 2005. The Meeting
is being called for the purpose of electing Trustee nominees to the Trust.
The Trust intends to mail definitive proxy materials to shareholders on or about
Thursday, January 20, 2005. Please direct any questions or comments you may have
to my attention at the address listed above. In addition, please feel free to
contact me at 202.739.5391 with your questions or comments.
Sincerely,
/s/ Kathleen M. Macpeak
Kathleen M. Macpeak