-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BFj3ZgIS6obJsZAMDG4wCdOJFsQRDe1Dqn4r5rUttfzrwSxwJJvwBdGo+B4rIfJ2 A5/h2Y3WuXfetxv8uo+3fA== 0000894189-03-001660.txt : 20031112 0000894189-03-001660.hdr.sgml : 20031111 20031112130948 ACCESSION NUMBER: 0000894189-03-001660 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20031112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVISORS SERIES TRUST CENTRAL INDEX KEY: 0001027596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110408 FILM NUMBER: 03992561 BUSINESS ADDRESS: STREET 1: U.S BANCORP FUND SERVICES, LLC STREET 2: 615 E MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-765-5344 MAIL ADDRESS: STREET 1: 615 E MICHIGAN STREET STREET 2: MK-WI-LC2 CITY: MILWAUKEE STATE: WI ZIP: 53202 N-14 1 combined.txt As filed with the Securities and Exchange Commission on November 12, 2003 File Nos.: 333-108922 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_X_/ PRE-EFFECTIVE AMENDMENT NO. 2 --- /___/ POST-EFFECTIVE AMENDMENT NO. __ ADVISORS SERIES TRUST (Exact Name of Registrant as Specified in Charter) 414-765-5340 (Registrant's Telephone Number, Including Area Code) 615 East Michigan Street Milwaukee, WI 53202 (Address of Principal Executive Offices) Eric M. Banhazl Advisors Series Trust 2020 East Financial Way, Suite 100 Glendora, CA 91741 (Name and Address of Agent for Service) Copy to: Julie Allecta, Esq. Paul, Hastings, Janofsky & Walker LLP 55 Second Street, 24th Floor San Francisco, California 94105 An indefinite number of Registrant's shares of beneficial interest, par value $0.01 per share, has been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940. Accordingly, no filing fee is being paid at this time. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PIC INVESTMENT TRUST 300 North Lake Avenue Pasadena, CA 91101 1-866-626-2820 November 12, 2003 Dear Provident Investment Counsel Fund Shareholder: A joint Special Meeting of Shareholders of Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I and Provident Investment Counsel Mid Cap Fund B series (the "Funds") of PIC Investment Trust (the "Trust"), has been scheduled for December 11, 2003 (the "Special Meeting") to vote on whether to approve a proposal to reorganize the Funds into corresponding newly formed series ("New Funds") of Advisors Series Trust ("AST Fund Group"). (AST Fund Group is a fund group comprised of mutual funds managed by different, unaffiliated investment advisers like Provident Investment Counsel.) The Funds' names will remain very similar to their current ones as follows:
Current Fund Proposed New Fund - ------------ ----------------- Provident Investment Counsel Growth Fund I.......... Provident Investment Counsel Growth Fund, Class I Provident Investment Counsel Small Cap Provident Investment Counsel Small Cap Growth Fund, Growth Fund I....................................... Class I Provident Investment Counsel Small Provident Investment Counsel Small Cap Growth Fund, Company Growth Fund A.............................. Class A Provident Investment Counsel Twenty Fund I.......... Provident Investment Counsel Twenty Fund, Class I Provident Investment Counsel Mid Cap Fund B......... Provident Investment Counsel Mid Cap Fund, Class B
The reason for the reorganization is to reduce the annual operating expenses of the Funds. The Trust believes that by reorganizing the Funds into series of AST Fund Group, certain costs can be effectively reduced. Provident Investment Counsel will continue to act as investment adviser to the New Funds and there will be no changes to any of the New Funds' investment objectives, policies and strategies. AST Fund Group, a multi-adviser, multi-fund complex, is larger than the Trust, and certain operating expenses of the New Funds would be shared across the larger pool of assets of the various funds comprising AST Fund Group. Assuming shareholder approval of the proposal to reorganize the Funds into the respective New Funds, each shareholder of each Fund will receive a full and fractional number of shares of the corresponding New Fund equal in dollar value to the Fund shares that the shareholder owned at the time of reorganization (shareholders of the current Small Cap Growth Fund I and Small Company Growth Fund A will receive Class I and Class A shares, respectively, of the new Provident Investment Counsel Small Cap Growth Fund). The reorganization will not have any federal or state tax consequences for the Funds or their shareholders. The attached Proxy Statement/Prospectus is designed to give you more information about the proposal. The Board of Trustees of the Trust has recommended approval of the reorganization and encourages you to vote "FOR" the proposal. If you have any questions regarding the issue to be voted on, please do not hesitate to call 1-866-626-2820. If you are a shareholder of record of any of the Funds as of the close of business on October 31, 2003, you are entitled to vote at the joint 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 are planning to attend the Special Meeting, we need your vote. Please mark, sign, and date the enclosed Proxy Card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted. In the alternative, please call the toll free number on your proxy card to vote by telephone or vote over the Internet at www.proxy.georgeson.com. You should use the enclosed instructions to vote by telephone or over the Internet. Thank you for taking the time to consider this important proposal and for your continuing investment in the Funds. Sincerely, PIC INVESTMENT TRUST By: ---------------------------------------- Thomas M. Mitchell President PIC INVESTMENT TRUST 300 North Lake Avenue Pasadena, CA 91101 1-866-626-2820 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD THURSDAY, DECEMBER 11, 2003 PIC Investment Trust, a Delaware statutory trust (the "Trust"), will hold a joint Special Meeting of Shareholders (the "Special Meeting") of the Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I and Provident Investment Counsel Mid Cap Fund B, each a series of the Trust (the "Funds"), on Thursday, December 11, 2003 at 10:00 a.m. Pacific time at the offices of Provident Investment Counsel, 300 North Lake Avenue, Pasadena, California 91101. At the Special Meeting, you and the other shareholders of the Funds will be asked to consider and vote separately upon: 1. A proposed reorganization of each of the Funds into corresponding newly organized series of Advisors Series Trust, which is discussed in more detail in the accompanying Proxy Statement/Prospectus. 2. To transact such other business as may properly come before the Special Meeting or any adjournments thereof. Only shareholders of record at the close of business on Tuesday, October 31, 2003, the record date for this Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any postponements or adjournments thereof. YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD PROMPTLY OR PROXY VOTE BY USING THE TOLL-FREE TELEPHONE OR INTERNET ADDRESS FOUND ON YOUR PROXY CARD The Board of Trustees recommends that you vote in favor of the proposal. - -------------------------------------------------------------------------------- As a shareholder, you are asked to attend the Special Meeting either in person or by proxy. If you are unable to attend the Special Meeting in person, we urge you to authorize proxies to cast your votes, which is commonly referred to as proxy voting. You can do this in one of three ways by: (1) completing, signing, dating and promptly returning the enclosed proxy card in the enclosed postage prepaid envelope, (2) calling a toll-free telephone number, or (3) voting over the Internet. Your prompt voting by proxy will help assure a quorum at the Special Meeting. Voting by proxy will not prevent you from voting your shares in person at the Special Meeting. You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of the Trust at the address noted in the Proxy Statement/Prospectus or in person at the time of the Special Meeting. A prior proxy can also be revoked by proxy voting again through the website or toll-free number listed in the enclosed Voting Instructions. - -------------------------------------------------------------------------------- By Order of the Board of Trustees of PIC Investment Trust ----------------------------------- Aaron W.L. Eubanks, Sr., Secretary November 12, 2003 PIC INVESTMENT TRUST 300 North Lake Avenue Pasadena, CA 91101 1-866-626-2820 QUESTIONS AND ANSWERS YOUR VOTE IS VERY IMPORTANT! Dated: November 12, 2003 Question: What is this document and why did we send it to you? Answer: The Board of Trustees approved a plan to reorganize (the "Reorganization") certain series (the "Funds") of PIC Investment Trust (the "Trust"), a Delaware statutory trust, into newly created series (the "New Funds") of Advisors Series Trust, a Delaware statutory trust ("AST Fund Group"). Shareholder approval is needed to proceed with the Reorganization and a special shareholder meeting will be held on December 11, 2003 (the "Special Meeting") to consider the issue. We are sending this document to you for your use in deciding whether to approve the Reorganization at the Special Meeting. This document includes a Notice of Special Meeting of Shareholders, a combined Proxy Statement/Prospectus, and a form of Proxy. Question: What is the purpose of this Reorganization? Answer: Operating the Funds (and the corresponding master portfolios of the Funds) is relatively expensive in light of the current and anticipated sizes of the Funds. In fact, the Adviser has been heavily subsidizing the costs of operating the Funds. The Board of Trustees of the Trust, which recommends approving this Reorganization, believes that this Reorganization may reduce the expenses of operating the Funds. There will be no other changes to the Funds' investment objectives, policies or strategies as a result of the Reorganization. Question: How will the Reorganization work? Answer: The New Funds will be formed as four new series of AST Fund Group, which will have no assets and no shareholders. Pursuant to an Agreement and Plan of Reorganization (the "Plan"), each Fund will transfer all of its assets and liabilities to a corresponding New Fund in return for shares of the corresponding New Fund. Finally, each Fund will distribute the shares it received from the respective New Fund to its shareholders. Shareholders of the Funds will thus effectively become shareholders of the corresponding New Funds, and each shareholder will hold the same number of shares with the same net asset value as he or she held prior to the Reorganization. If the Plan is carried out as proposed, we do not expect the transaction will have any federal or state tax consequences to the Funds or their shareholders. Please refer to the proxy statement for a detailed explanation of the proposal. Question: What will the names of the New Funds be? Answer: As set forth in the chart below, the names of the New Funds correspond to the names of the Funds. Provident Investment Counsel Small Cap Growth Fund I and Provident Investment Counsel Small Company Growth Fund A will be reorganizing into the same New Fund - Provident Investment Counsel Small Cap Growth Fund - which will have two classes (Class I and Class A).
Current Fund Proposed New Fund - ------------ ----------------- Provident Investment Counsel Growth Fund I....... Provident Investment Counsel Growth Fund, Class I Provident Investment Counsel Small Cap Provident Investment Counsel Small Cap Growth Fund, Growth Fund I.................................... Class I Provident Investment Counsel Small Company Provident Investment Counsel Small Cap Growth Fund, Growth Fund A.................................... Class A Provident Investment Counsel Twenty Fund I....... Provident Investment Counsel Twenty Fund, Class I Provident Investment Counsel Mid Cap Fund B...... Provident Investment Counsel Mid Cap Fund, Class B
Question: How will this affect my account? Answer: Following the Reorganization, you will be a shareholder of the corresponding New Fund, which has the same investment objective, strategies, investment adviser and administrator as the Fund you currently own. You will receive shares of the corresponding New Fund equal in value to shares of the Fund you currently hold. The Reorganization will not affect the value of your account at the time of Reorganization. The Reorganization is expected to be tax-free to each Fund and its shareholders. Question: What will happen if the Reorganization is not approved? Answer: If shareholders of any one Fund fail to approve the Reorganization, none of the Funds will be reorganized and the Board will consider other alternatives for the Funds. In other words, approval of all of the Funds is necessary to proceed with the Reorganization. Question: Why do I need to vote? Answer: 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. Question: I am a small investor. Why should I bother to vote? Answer: Your vote makes a difference. If other shareholders like you fail to vote, the Funds may not receive enough votes to go forward with the Special Meeting. If this happens, we may need to solicit votes again, which would be costly. Question: How does the Board of Trustees suggest that I vote? Answer: After careful consideration, the Board of Trustees of the Trust recommends that you vote "FOR" the Reorganization. Question: Who is paying for expenses related to the Special Meeting? Answer: The Funds' investment adviser will pay all costs relating to the proposed Reorganization, including the costs relating to the Special Meeting and this Proxy Statement/Prospectus. Question: How do I cast my vote? Answer: You may use the enclosed postage-paid envelope to mail your proxy card. You may also vote by telephone or over the Internet (please refer to the toll free number or Internet address found on your proxy card). Please follow the enclosed instructions to use these methods of voting. Question: Who do I call if I have questions? Answer: We will be happy to answer your questions about the proxy solicitation. Please call 1-866-626-2820 during normal business hours between 8 a.m. and 5 p.m. Pacific time. ----------------------------------------- COMBINED PROXY STATEMENT AND PROSPECTUS November 12, 2003 FOR THE REORGANIZATION OF Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I, and Provident Investment Counsel Mid Cap Fund B, each a series of PIC INVESTMENT TRUST INTO Provident Investment Counsel Growth Fund - Class I, Provident Investment Counsel Small Cap Growth Fund - Classes I and A, Provident Investment Counsel Twenty Fund - Class I, Provident Investment Counsel Mid Cap Fund - Class B each a series of ADVISORS SERIES TRUST ----------------------------------------- This Proxy Statement/Prospectus is being sent to you in connection with the solicitation of proxies by the Board of Trustees of PIC Investment Trust (the "Trust") for use at a Special Meeting of Shareholders (the "Special Meeting") of the Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I and Provident Investment Counsel Mid Cap Fund B series of the Trust (the "Funds") to be held at the offices of the Funds' investment adviser, Provident Investment Counsel, 300 North Lake Avenue, Pasadena, California, 91101 on Thursday, December 11, 2003 at 10:00 a.m. Pacific time. At the Special Meeting, shareholders of the Funds will be asked: o To approve an Agreement and Plan of Reorganization between the Trust on behalf of the Funds and Advisors Series Trust ("AST Fund Group"), on behalf of newly created series of shares, named Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Twenty Fund, and Provident Investment Counsel Mid Cap Fund (the "New Funds"), respectively, whereby each of the New Funds would acquire all of the assets and liabilities of the corresponding Fund or Funds in exchange for the corresponding New Fund's shares (or, in the case of Provident Investment Counsel Small Cap Growth Fund, Class I and Class A shares), which would be distributed pro rata by each New Fund to the holders of its shares in complete liquidation of the Funds (the "Reorganization"). A copy of the Agreement and Plan of Reorganization (the "Plan") is attached hereto as Exhibit A. As a result of the Reorganization, each shareholder will become a shareholder of the corresponding New Fund, which will have identical investment objectives, policies, and strategies as the Fund or Funds it is acquiring. o To transact such other business as may properly come before the Special Meeting or any adjournments thereof. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Trust at the offices of Provident Investment Counsel, 300 North Lake Avenue, Pasadena, California, 91101 or in person at the time of the Special Meeting. Each Fund is a series of the Trust, an open-end management investment company registered with the Securities and Exchange Commission (the "SEC"), organized as a Delaware statutory trust. Each New Fund is a separate series of AST Fund Group, an open-end management company registered with the SEC and also organized as a Delaware statutory trust. The following documents have been filed with the SEC and are incorporated by reference into this Proxy Statement/Prospectus: From Post-Effective Amendment No. 133 of Advisors Series Trust, filed November 12, 2003 (SEC File No. 811-07959): o Prospectus and Statement of Additional Information of Provident Investment Counsel Growth Fund - Class I, Provident Investment Counsel Small Cap Growth Fund - Class I, Provident Investment Counsel Small Cap Growth Fund - Class A, Provident Investment Counsel Twenty Fund - Class I, and Provident Investment Counsel Mid Cap Fund - Class B. From Post-Effective Amendment No. 49 of Provident Investment Counsel Investment Trust, filed March 3, 2003 (SEC File No. 811-6498): o Prospectuses of Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I and Provident Investment Counsel Mid Cap Fund B, dated March 3, 2003. Additional information is set forth in the Statement of Additional Information dated November 12, 2003 relating to this Proxy Statement, which is also incorporated by reference into this Proxy Statement. Copies of these documents are available upon request and without charge by writing to Provident Investment Counsel at 300 North Lake Avenue, Pasadena, California, 91101-4106 or by calling (800) 618-7643. The Annual Report to Shareholders of the Trust for the fiscal year ended October 31, 2002, containing audited financial statements, and the Semi-Annual Report to Shareholders of the Trust for the six months ended April 30, 2003, containing unaudited financial statements, have been previously mailed to shareholders. Copies are available by writing or calling the Trust at the address or telephone number listed above. Because the New Funds, as series of Advisors Series Trust, have not yet commenced operations, no annual report to shareholders of the New Funds is available at this time. This Proxy Statement/Prospectus sets forth the basic information you should know before voting on the proposal. You should read it and keep it for future reference. The Funds expect that this Proxy Statement will be mailed to shareholders on or about November 12, 2003. Date: November 12, 2003 - -------------------------------------------------------------------------------- The SEC has not approved or disapproved these securities nor has it passed on the accuracy or adequacy of this combined proxy statement and prospectus. Any representation to the contrary is a criminal offense. - -------------------------------------------------------------------------------- The shares offered by this Prospectus/Proxy Statement are not deposits or obligations of any bank, and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- I. INTRODUCTION.............................................................4 A. OVERVIEW..............................................................4 B. COMPARISON FEE TABLE AND EXAMPLE......................................7 C. THE PROPOSAL.........................................................11 1. Summary of the Proposed Reorganization..............................11 2. Description of the New Funds' Shares................................12 3. Reasons for the Reorganization......................................13 4. Federal Income Tax Consequences.....................................13 5. Comparison of Shareholder Rights....................................14 6. Capitalization......................................................15 II. COMPARISON INFORMATION ABOUT THE NEW FUNDS AND THE FUNDS................16 A. INVESTMENT OBJECTIVES, STRATEGIES, AND RESTRICTIONS..................16 1. Investment Objectives...............................................16 2. Investment Strategies...............................................16 3. Fundamental Investment Restrictions and Investment Limitations......16 B. DISTRIBUTION AND SHAREHOLDER SERVICES................................18 1. Distribution........................................................18 2. Shareholder Servicing...............................................18 C. PURCHASE AND REDEMPTION PROCEDURES...................................18 1. Purchasing Information..............................................19 2. Redemption Information..............................................21 D. SERVICE PROVIDERS....................................................21 III. VOTING INFORMATION......................................................22 A. METHOD AND COST OF SOLICITATION......................................22 B. RIGHT OF REVOCATION..................................................23 C. VOTING SECURITIES AND PRINCIPAL HOLDERS..............................23 IV. FURTHER INFORMATION ABOUT THE FUNDS AND THE NEW FUNDS...................25 V. MISCELLANEOUS ISSUES....................................................26 A. OTHER BUSINESS.......................................................26 B. NEXT MEETING OF SHAREHOLDERS.........................................26 C. LEGAL MATTERS........................................................26 D. EXPERTS..............................................................26 EXHIBIT A: Agreement and Plan of Reorganization I. INTRODUCTION A. OVERVIEW The Board of Trustees of the Trust (the "Board") called the Special Meeting to ask shareholders to consider and vote on the proposed Reorganization of the Funds into the corresponding New Funds, which are newly formed series of AST Fund Group. (AST Fund Group is a fund group comprised of mutual funds managed by different, unaffiliated investment advisers. Currently, there are approximately 15 mutual funds managed by 14 other investment advisers.) The Board (including a majority of the independent trustees, meaning those trustees who are not "interested persons" of the Trust as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) believes that the Reorganization may reduce the annual operating expenses of the Funds, and approved the Reorganization at a Board meeting held on September 16, 2003, subject to the approval of each Fund's shareholders. The Board believes that the proposed Reorganization is in the best interests of each Fund and its shareholders, that the terms of the Reorganization are fair and reasonable and that the interests of existing shareholders of the Funds will not be diluted as a result of the proposed Reorganization. The factors considered by the Board in approving the Reorganization included (1) the investment objectives, policies and restrictions of the Funds are identical to those of the corresponding New Funds, (2) Provident Investment Counsel will continue to manage the New Funds and most service providers would continue in the same manner as currently provided for the Funds, (3) the expense ratios for most funds would be lowered after the Reorganization and (4) the shareholders would likely not experience any tax consequences. The Funds and the corresponding New Funds and share classes are listed below:
Current Fund Proposed New Fund - ------------ ----------------- Provident Investment Counsel Growth Fund I...... Provident Investment Counsel Growth Fund, Class I Provident Investment Counsel Small Cap Provident Investment Counsel Small Cap Growth Fund, Growth Fund I................................... Class I Provident Investment Counsel Small Company Provident Investment Counsel Small Cap Growth Fund, Growth Fund A................................... Class A Provident Investment Counsel Twenty Fund I...... Provident Investment Counsel Twenty Fund, Class I Provident Investment Counsel Mid Cap Fund B..... Provident Investment Counsel Mid Cap Fund, Class B
The Board recommends that the shareholders of the Funds vote FOR the Reorganization Plan and the resulting Reorganization. Provident Investment Counsel (the "Adviser") currently serves as the investment adviser of the Funds and will also serve as the investment adviser to the New Funds. Currently, each of the Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A and Provident Investment Counsel Mid Cap Fund B is structured in a master-feeder arrangement where all of their respective investable assets are invested in another "master" portfolio with identical investment objectives, strategies and risks. The arrangement is transparent to shareholders. For simplicity, this Proxy/Prospectus refers to all activities of the master level portfolios as occurring at the Fund level. The master-feeder structure will not continue after the Reorganization. The New Funds will have identical investment objectives, strategies and policies to those of the corresponding Funds. The investment objectives of the Funds and the New Funds are long-term growth of capital. The Funds and the corresponding New Funds each seek to achieve their investment objectives by using the following strategies: Current Funds / Investment Strategy New Funds ------------------- - -------------- Provident The Fund invests at least 65% of its assets in growth Investment stocks, defined as the stocks of those companies with high Counsel Growth rates of growth in sales and earnings, strong financial Fund I/ characteristics, a proprietary product, industry leadership, Provident significant management ownership and well thought out Investment management goals, plans and controls. Although the Adviser Counsel Growth may invest in companies of any size, it may choose to invest Fund a significant portion of the Fund's assets in small and medium companies. In selecting common stocks, the Adviser does an analysis of, and invests in, individual companies which are currently experiencing a growth of earnings and revenue which is above the average relative to its industry peers and the domestic equity market in general. Provident The Fund invests at least 80% of its assets in the common Investment stock of small-capitalization companies, defined as Counsel Small companies whose market capitalizations range at the time of Cap Growth initial purchase are $50 million to $2.0 billion and/or Fund I / those companies whose market capitalization size is Provident consistent with the Russell 2000 Growth Index. As of the Investment June 30, 2002 reconstitution, the market capitalization Counsel Small range of the Russell 2000 Growth Index was $26 million to Cap Growth 1.8 billion. In selecting investments, the Adviser does an Fund analysis of individual companies and invests in those small-capitalization companies which it believes have the best prospects for future growth of earnings and revenue. Provident Same as above. Investment Counsel Small Company Growth Fund A / Provident Investment Counsel Small Cap Growth Fund Provident Normally, the Fund invests in approximately 15-30 stocks Investment Counsel selected primarily from the stocks contained within the Twenty Fund I / S&P/BARRA Growth and Russell 1000 Growth Indices. The Fund Provident may also invest in companies contained within the S&P/BARRA Investment Counsel Value and Russell 1000 Value Indices. The Fund primarily Twenty Fund emphasizes large companies (i.e., companies with market capitalizations of $3 billion or greater at the time of purchase). In selecting investments, the Adviser does an analysis of, and invests in, individual companies that have at least one or more catalysts for growth. The catalysts may include matters such as new products, exploitation of demographic trends, proprietary products, gaining market share, and/or an improving cost structure that will permit the companies to attain or maintain very strong earnings per share growth. The Adviser also seeks companies that have significant management ownership, well thought-out management goals and growth plans supported by stringent controls, and a commitment to enhancing shareholder value. Provident The Fund invests in at least 80% of its assets in the common Investment Counsel stock of medium-sized companies at time of initial purchase. Mid Cap Fund B / Medium-sized companies are those whose market capitalization Provident range at the time of Fund initial purchase are $1.0 billion Investment Counsel to $11.0 billion and/or those companies whose market Mid Cap capitalization size is consistent with the Russell Midcap Growth Index. As of the June 30, 2002 reconstitution, the market capitalization range of the Russell Midcap Growth Index was $420 million to $11.3 billion. In selecting investments, the Adviser does an analysis of individual companies and invests in those medium-capitalization companies which it believes have the best prospects for future growth of earnings and revenue. Investment in each New Fund will be subject to identical risks as investment in the corresponding Fund. In addition, the purchase, distribution, redemption and other service arrangements of each New Fund will be similar to the current arrangements of the Funds. The main difference will be that the New Funds will use U.S. Bancorp Fund Services, LLC as their transfer agent rather than PFPC, Inc. The Reorganization should constitute a tax-free reorganization for federal income tax purposes and will not affect the federal tax status of Fund shares held before the Reorganization. Therefore, shareholders should not recognize any gain or loss on their Fund shares for federal income tax purposes as a result of the Reorganization. Furthermore, the Adviser will pay the costs of the Reorganization and the Special Meeting. The Adviser will also incur the costs associated with the solicitation of proxies, including the cost of copying, printing and mailing proxy materials. In addition to solicitations by mail, the Adviser and the Board also may solicit proxies, without special compensation, by telephone, facsimile or otherwise. As with all equity funds, the New Funds, like the Funds, may expose shareholders to certain market risks that could cause shareholders to lose money, particularly a sudden decline in a holding's share price or an overall decline in the stock market or circumstances affecting small to medium-sized companies. The New Funds, like the Funds, will be subject to the following risks: Current Funds / Investment Risks New Funds ---------------- - --------- Provident o Market Risks - The value of the Fund's investments will Investment Counsel vary from day to day. The value of the Fund's Growth Fund I / investments generally reflects market conditions, Provident interest rates and other company, political and Investment Counsel economic news. Stock prices can rise and fall in Growth Fund response to these factors for short or extended periods of time. Therefore, when you sell your shares, you may receive more or less money than you originally invested. o Small and Medium Company Risks - The Fund may invest in the securities of small and medium-sized companies. The securities of medium and small, lesser-known companies may be more volatile than those of larger companies. Such companies may have limited product lines, markets or financial resources and their securities may have limited market liquidity. These risks are greater for small-sized companies. o Foreign Securities Risks - The Fund may invest in foreign securities. Investments in foreign securities involve risks that are not typically associated with domestic securities. The performance of foreign securities depends on different political and economic environments and other overall economic conditions than domestic securities. Changes in foreign currency exchange rates will affect the values of investments quoted in currencies other than the U.S. dollar. Less information may be publicly available about foreign issuers. Foreign stock markets have different clearance and settlement procedures, and higher commissions and transaction costs, than U.S. markets. Certain other adverse developments could occur, such as expropriation or confiscatory taxation, political or social instability, or other developments that could adversely affect the Fund's investments and its ability to enforce contracts. Provident o Market Risks - As described above. Investment Counsel Small Cap o Small and Medium Company Risks - As described above. Growth Fund I / Provident o High Portfolio Turnover Risks - The Fund may experience Investment Counsel high portfolio turnover. A high portfolio turnover rate Small Cap (100% or more) has the potential to result in the Growth Fund realization and distribution to shareholders of higher capital gains. This may mean that you would be likely to have a higher tax liability. A high portfolio turnover rate also leads to higher transaction costs, which could negatively affect the Fund's performance. o Foreign Risks - As described above. Provident o Market Risks - As described above. Investment Counsel Small Company o Small and Medium Company Risks - As described above. Growth Fund A/ Provident o High Portfolio Turnover Risks - As described above. Investment Counsel Small Cap Growth Fund o Foreign Risks - As described above. Provident o Market Risks - As described above. Investment Counsel Twenty Fund I / o Small and Medium Company Risks - As described above. Provident Investment Counsel o High Portfolio Turnover Risks - As described above. Twenty Fund o Foreign Risks - As described above. Provident o Market Risks - As described above. Investment Counsel Mid Cap Fund B / o Small and Medium Company Risks - As described above. Provident Investment Counsel o High Portfolio Turnover Risks - As described above. Mid Cap Fund o Foreign Risks - As described above. B. COMPARISON FEE TABLE AND EXAMPLE The following Summary of Fund Expenses shows the fees for each of the Funds (based on the Fund's fees for the fiscal year ended October 31, 2002) and each New Fund (based on estimates of the New Fund's fees for the fiscal year ending October 31, 2004).
Provident Investment Provident Counsel Growth Fund Investment Counsel (Class I Shares) Growth Fund I (New Fund) (Current Fund) (Pro Forma) -------------------- ---------------------- Shareholder Fees (fees paid directly from your investment) - ----------------------------------------- Maximum sales charge (load) imposed on purchases........ None None Maximum deferred sales (load) charge.................... None None Redemption fee and Exchange fee(1)...................... 1.00% 1.00% Annual Fund Operating Expenses (expenses that are deducted from Fund assets) - --------------------------------------------- Management Fee.......................................... 0.80% 0.80% Administration Fee to the Adviser....................... 0.20% 0.00% Other Expenses(2)....................................... 0.58% 0.38% ----- ----- Total Annual Fund Operating Expenses.................... 1.58% 1.18% Expense Reimbursements(3)............................... -0.33% -0.23% ------ ------ Net Annual Fund Operating Expenses...................... 1.25% 0.95% ===== ===== - -------------------------------------------------------------------------------- (1) Shareholders are charged 1.00% fee on redemptions or exchanges made within one month of purchase. The New Fund's transfer agent charges a $15.00 fee for each wire transfer and a $5.00 fee for each telephone exchange. (2) Other expenses with respect to the Fund are based on the Fund's previous fiscal year and include custodian, transfer agency, and other customary fund expenses. With respect to the New Fund, other expenses are estimated and include custodian, transfer agency, and other customary fund expenses. (3) The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund until March 1, 2013 to ensure that Net Annual Fund Operating Expenses will not exceed 1.25% per year. The Adviser reserves the right to be reimbursed for any waiver of its fees or expenses paid on behalf of the Fund if the Fund's expenses are less than the limit agreed to by the Fund within three subsequent years. The Board may terminate this expense reimbursement arrangement at any time. The Adviser has contractually agreed to waive its advisory fee for the New Fund indefinitely to the extent necessary to ensure that Net Annual Fund Operating Expenses do not exceed 0.95% of the average daily net assets of the New Fund, until such contractual arrangement is terminated by the Board. The Adviser may recover waived advisory fees within three subsequent years if it does not cause the Fund's expenses to exceed the expense limitations set during the prior three year-period.
Provident Provident Investment Investment Counsel Counsel Small Cap Small Cap Growth Fund Growth Fund I (Class I Shares) (Current Fund) (New Fund) ---------------------- --------------------- Shareholder Fees (fees paid directly from your investment) - ----------------------------------------- Maximum sales charge (load) imposed on purchases........ None None Maximum deferred sales (load) charge.................... None None Redemption fee and Exchange fee(1)...................... 1.00% 1.00% Annual Fund Operating Expenses (expenses that are deducted from Fund assets) - --------------------------------------------- Management Fee.......................................... 0.80% 0.80% Administration Fee to the Adviser....................... 0.20% 0.00% Other Expenses(2)....................................... 0.34% 0.22% ----- ----- Total Annual Fund Operating Expenses.................... 1.34% 1.02% Expense Reimbursements(3)............................... -0.34% -0.02% ------ ------ Net Annual Fund Operating Expenses...................... 1.00% 1.00% ===== ===== - -------------------------------------------------------------------------------- (1) Shareholders are charged 1.00% fee on redemptions or exchanges made within one month of purchase. The New Fund's transfer agent charges a $15.00 fee for each wire transfer and a $5.00 fee for each telephone exchange. (2) Other expenses with respect to the Fund are based on the Fund's previous fiscal year and include custodian, transfer agency, and other customary fund expenses. With respect to the New Fund, other expenses are estimated and include custodian, transfer agency, and other customary fund expenses. (3) The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund until March 1, 2013 to ensure that Net Annual Fund Operating Expenses will not exceed 1.00% per year. The Adviser reserves the right to be reimbursed for any waiver of its fees or expenses paid on behalf of the Fund if the Fund's expenses are less than the limit agreed to by the Fund within three subsequent years. The Board may terminate this expense reimbursement arrangement at any time. The Adviser has contractually agreed to waive its advisory fee for the New Fund indefinitely to the extent necessary to ensure that Net Annual Fund Operating Expenses do not exceed 1.00% of the average daily net assets of the New Fund, until such contractual arrangement is terminated by the Board. The Adviser may recover waived advisory fees within three subsequent years if it does not cause the Fund's expenses to exceed the expense limitations set during the prior three year-period.
Provident Investment Provident Investment Counsel Small Company Counsel Small Cap Growth Growth Fund A Fund (Class A Shares) (Current Fund) (New Fund) ------------------------ ------------------------ Shareholder Fees (fees paid directly from your investment) - ---------------------------------------------------- Maximum sales charge (load) imposed on purchases.... 5.75% 5.75% Maximum deferred sales (load) charge................ None None Redemption fee and Exchange fee(1).................. 1.00% 1.00 Annual Fund Operating Expenses (expenses that are deducted from Fund assets) - ---------------------------------------------------- Management Fee ..................................... 0.80% 0.80% Distribution and Service (12b-1) Fees................ 0.25% 0.25% Other Expenses(2).................................... 0.46% 0.22% Administration Fee to the Adviser.................... 0.20% 0.00% Shareholder Services Fee............................. 0.15% 0.15% ----- ----- Total Annual Fund Operating Expenses................. 1.86% 1.42% ----- ----- Expense Reimbursements (3)........................... -0.41% -0.02% ------ ------ Net Annual Fund Operating Expenses................... 1.45% 1.40% ===== ===== - -------------------------------------------------------------------------------- (1) Shareholders are charged 1.00% fee on redemptions or exchanges made within one month of purchase. The New Fund's transfer agent charges a $15.00 fee for each wire transfer and a $5.00 fee for each telephone exchange. (2) Other expenses with respect to the Fund are based on the Fund's previous fiscal year and include custodian, transfer agency, and other customary fund expenses. With respect to the New Fund, other expenses are estimated and include custodian, transfer agency, and other customary fund expenses. (3) The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund until March 1, 2013 to ensure that Net Annual Fund Operating Expenses will not exceed 1.45% per year. The Adviser reserves the right to be reimbursed for any waiver of its fees or expenses paid on behalf of the Fund if the Fund's expenses are less than the limit agreed to by the Fund within three subsequent years. The Board may terminate this expense reimbursement arrangement at any time. The Adviser has contractually agreed to waive its advisory fee for the New Fund indefinitely to the extent necessary to ensure that Net Annual Fund Operating Expenses do not exceed 1.40% of the average daily net assets of the New Fund, until such contractual arrangement is terminated by the Board. The Adviser may recover waived advisory fees within three subsequent years if it does not cause the Fund's expenses to exceed the expense limitations set during the prior three year-period.
Provident Investment Provident Counsel Twenty Investment Counsel Fund Twenty Fund I (Class I Shares) (Current Fund) (New Fund) -------------------- ------------------- Shareholder Fees (fees paid directly from your investment) - ---------------------------------------------------------- Maximum sales charge (load) imposed on purchases....... None None Maximum deferred sales (load) charge................... None None Redemption fee and Exchange fee(1)..................... 1.00% 1.00% Annual Fund Operating Expenses (expenses that are deducted from Fund assets) - ---------------------------------------------------------- Management Fees .......................................... 0.90% 0.90% Other Expenses(2)......................................... 1.09% 0.78% Shareholder Servicing Fee 0.15% 0.15% ----- ----- Total Annual Fund Operating Expenses ..................... 2.14% 1.83% Expense Reimbursements ................................... -0.84% -0.73% ------ ------ Net Annual Fund Operating Expenses(3) .................... 1.30% 1.10% ===== ===== - -------------------------------------------------------------------------------- (1) Shareholders are charged 1.00% fee on redemptions or exchanges made within one month of purchase. The New Fund's transfer agent charges a $15.00 fee for each wire transfer and a $5.00 fee for each telephone exchange. (2) Other expenses with respect to the Fund are based on the Fund's previous fiscal year and include custodian, transfer agency, and other customary fund expenses. With respect to the New Fund, other expenses are estimated and include custodian, transfer agency, and other customary fund expenses. (3) The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund until March 1, 2013 to ensure that Net Annual Fund Operating Expenses will not exceed 1.30% per year. The Adviser reserves the right to be reimbursed for any waiver of its fees or expenses paid on behalf of the Fund if the Fund's expenses are less than the limit agreed to by the Fund within three subsequent years. The Board may terminate this expense reimbursement arrangement at any time. The Adviser has contractually agreed to waive its advisory fee for the New Fund indefinitely to the extent necessary to ensure that Net Annual Fund Operating Expenses do not exceed 1.10% of the average daily net assets of the New Fund, until such contractual arrangement is terminated by the Board. The Adviser may recover waived advisory fees within three subsequent years if it does not cause the Fund's expenses to exceed the expense limitations set during the prior three year-period.
Provident Investment Provident Counsel Mid Cap Investment Counsel Fund Mid Cap Fund B (Class B Shares) (Current Fund) (New Fund) Shareholder Fees (fees paid directly from your investment) - ------------------------------------------------------------------ Maximum sales charge (load) imposed on purchases None None (as a percentage of offering price)........................... Maximum deferred sales (load) charge (as a percentage of purchase or sale price, whichever is less) 5.00% 5.00% Redemption fee and Exchange fee(1).............................. None None Annual Fund Operating Expenses (expenses that are deducted from Fund assets) - ------------------------------------------------------------------ Management Fee ................................................. 0.70% 0.70% Distribution and Service (12b-1) Fees .......................... 1.00% 0.25% Other Expenses ................................................. 2.13% 4.50% Administration Fee to the Adviser............................... 0.20% 0.00% ----- ----- Total Annual Fund Operating Expenses............................ 4.03% 5.45% Expense Reimbursements (3)...................................... -1.89% -3.80% ----- ------ Net Expenses.................................................... 2.14% 1.65% ===== ===== - -------------------------------------------------------------------------------- (1) Shareholders are charged 1.00% fee on redemptions or exchanges made within one month of purchase. The New Fund's transfer agent charges a $15.00 fee for each wire transfer and a $5.00 fee for each telephone exchange. (2) Other expenses with respect to the Fund are based on the Fund's previous fiscal year and include custodian, transfer agency, and other customary fund expenses. With respect to the New Fund, other expenses are estimated and include custodian, transfer agency, and other customary fund expenses. (3) The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund, until March 1, 2013, to ensure that Net Annual Fund Operating Expenses will not exceed 2.14% per year. The Adviser reserves the right to be reimbursed for any waiver of its fees or expenses paid on behalf of the Fund if the Fund's expenses are less than the limit agreed to by the Fund within three subsequent years. The Board may terminate this expense reimbursement arrangement at any time. The Adviser has contractually agreed to waive its advisory fee indefinitely to the extent necessary to ensure that Net Annual Fund Operating Expenses do not exceed 1.65% of the average daily net assets of the New Fund, until such contractual arrangement is terminated by the Board. The Adviser may recover waived advisory fees within three subsequent years if it does not cause the Fund's expenses to exceed the expense limitations set during the prior three year-period.
Examples The examples set forth below are intended to help you compare the cost of investing in the Funds with the cost of investing in the New Funds. The examples assume that you invest $10,000 in the specified Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The examples also assume that your investment has a 5% return each year, that all dividends and other distributions are reinvested and that total operating expenses for each Fund are those shown in the table above. Note that each Fund charges a 1.00% redemption fee for shares redeemed within one month of purchase; those fees are not reflected below. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
One Year Three Years Five Years Ten Years -------- ----------- ---------- --------- Provident Investment Counsel Growth Fund I................. $127 $397 $686 $1,511 Provident Investment Counsel Growth Fund, Class I.......... $97 $303 $525 $1,166 One Year Three Years Five Years Ten Years -------- ----------- ---------- --------- Provident Investment Counsel Small Cap Growth Fund I....... $102 $318 $552 $1,225 Provident Investment Counsel Small Cap Growth Fund, Class I $102 $318 $552 $1,225 One Year Three Years Five Years Ten Years -------- ----------- ---------- --------- Provident Investment Counsel Small Company Growth Fund A... $714 $1,007 $1,322 $2,210 Provident Investment Counsel Small Cap Growth Fund, Class A $709 $993 $1,297 $2,158 One Year Three Years Five Years Ten Years -------- ----------- ---------- --------- Provident Investment Counsel Twenty Fund I................. $132 $412 $713 $1,568 Provident Investment Counsel Twenty Fund, Class I.......... $112 $350 $606 $1,340 You would pay the following expenses if you redeemed your shares at the end of the period: One Year Three Years Five Years Ten Years -------- ----------- ---------- --------- Provident Investment Counsel Mid Cap Fund B................ $717 $970 $1,349 $2,472 Provident Investment Counsel Mid Cap Fund, Class B......... $668 $820 $1,097 $1,955 You would pay the following expenses if you did not redeem your shares at the end of the period: One Year Three Years Five Years Ten Years -------- ----------- ---------- --------- Provident Investment Counsel Mid Cap Fund B................ $217 $670 $1,149 $2,472 Provident Investment Counsel Mid Cap Fund, Class B......... $168 $520 $897 $1,955
C. THE PROPOSAL The following is a summary of key information concerning the proposed Reorganization. Keep in mind that more detailed information appears in the Plan, a copy of which is attached to this Proxy Statement/Prospectus as Exhibit A, and in the prospectuses and statements of additional information incorporated by reference into this Proxy Statement/Prospectus. 1. Summary of the Proposed Reorganization At the Special Meeting, the shareholders of the Funds will be asked to approve the Plan to reorganize the Funds into the corresponding New Funds. Upon approval by the shareholders of a Fund, the Reorganization pursuant to the Plan will involve the transfer of all of the assets and liabilities of the Fund to the corresponding New Fund in exchange for that New Fund's shares (or, in the case of Provident Investment Counsel Small Cap Growth Fund, Class I or Class A shares). Upon the transfer of all assets to and assumption of all liabilities of each Fund by the corresponding New Fund, the New Fund will distribute to the appropriate Fund that number of full and fractional New Fund shares having an aggregate net asset value equal to the aggregate net asset value of the Fund as of the close of business on the business day preceding the closing (the "Closing") of the Reorganization (the "Valuation Date"). Immediately thereafter, each Fund will distribute such corresponding New Fund shares to its shareholders by establishing accounts on the New Fund's share records in the names of those shareholders representing the respective pro rata number of New Fund Shares deliverable to them, in complete liquidation of the Fund. Certificates evidencing the New Fund Shares will not be issued to the Fund's shareholders. The holding period for Fund shares will carry over to the New Fund shares received by shareholders in the Reorganization for purposes of determining the application of any redemption fee. Upon completion of the Reorganization, each shareholder of a Fund will own that number of full and fractional shares of the corresponding New Fund having an aggregate net asset value equal to the aggregate net asset value of such shareholder's shares held in that Fund as of the close of business on the Valuation Date. Until the Closing, shareholders of the Funds will continue to be able to redeem their shares at the net asset value next determined after receipt by the Funds' transfer agent of a redemption request in proper form (subject to the imposition of the Fund's redemption fee, if applicable). Redemption and purchase requests received by the transfer agent after the Closing will be treated as requests received for the redemption or purchase of shares of the corresponding New Fund received by the shareholder in connection with the Reorganization. After the Reorganization, all of the issued and outstanding shares of each Fund will be canceled on the books of that Fund and the transfer books of the Fund will be permanently closed. The Reorganization is subject to a number of conditions, including, without limitation, the approval of the Plan and the transactions contemplated thereby described in this Proxy Statement/Prospectus by the shareholders of all of the Funds, the receipt of a legal opinion from counsel to AST Fund Group with respect to certain tax issues, the parties' performance in all material respects of their respective agreements and undertakings in the Plan and effective registration of the New Funds. Assuming satisfaction of the conditions in the Plan, the Reorganization is expected to be effective on December 12, 2003, or such other date as is agreed to by the parties. The Plan may be amended by the mutual consent of the parties thereto, notwithstanding approval thereof by Fund shareholders, provided that no such amendment will have a material adverse effect on the interests of such shareholders without their further approval. In addition, the Plan may be terminated with respect to any Fund at any time prior to the Closing by either party thereto upon notice to the other. 2. Description of the New Funds' Shares Each New Fund share issued to the corresponding Fund shareholders pursuant to the Reorganization will be duly authorized, validly issued, fully paid and nonassessable when issued, and will be transferable without restriction and will have no preemptive or conversion rights. Each New Fund's shares will be sold and redeemed based upon the net asset value of the New Fund next determined after receipt of the purchase or redemption request, as described in the New Fund's Prospectus. 3. Reasons for the Reorganization Operating the Funds (and the corresponding master portfolios of the Funds other than Provident Investment Counsel Twenty Fund I) is relatively expensive in light of the current and anticipated sizes of the Funds. The Board has determined that reorganizing the Funds into the New Funds could effectively reduce each Fund's annual operating expenses. The Board anticipates that these operating expenses can be reduced because the New Funds will be able to share certain operating expenses (namely counsel, directors and insurance expenses) across the larger pool of assets of the various funds comprising AST Fund Group (as of October 31, 2003, the assets of the Funds aggregated $365.3 million and the assets of AST Fund Group were $396.6 million). The New Funds will also be able to take advantage of economies of scale by using the same auditors, transfer agent, fund accountant and custodian as many of the other funds within the AST Fund Group. Further, the Board believes that since the Funds and the New Funds share the same administrator and the New Funds will have the same investment adviser as the Funds, the transition to operating as a series of AST Fund Group should not have a material impact on the Funds' shareholders. Finally, the Board considered that the New Funds (not counting the Provident Investment Twenty Fund I) would realize greater savings because they would no longer be part of the master-feeder structure. The Funds incurred additional auditing, legal and operational expenses related to their master-feeder organization. (The Provident Investment Twenty Fund I was never part of a master-feeder structure.) The Board based its decision to approve the Agreement and Plan of Reorganization by determining the following factors: o the investment objectives, policies and restrictions of the Funds are identical to those of the corresponding New Funds, o Provident Investment Counsel will continue to manage the New Funds; o many of the service providers will service the New Funds in the same manner as currently provided for the Funds, o potential economies of scale to be derived by using many of the service providers of the AST Fund Group; o expense savings realized from de-converting from a master-feeder structure into a multi-class structure; o the expense ratios for most Funds would be lowered after the Reorganization; and o the shareholders would likely not experience any tax consequences. If the Plan is not approved by the Funds' shareholders, then the Funds will continue to operate as separate open-end management companies and series of the Trust, or the Board may take any further action as it deems to be in the best interests of the Funds and its shareholders, including liquidation, subject to approval by the Funds' shareholders if required by applicable law. 4. Federal Income Tax Consequences As a condition of the Reorganization, the Funds and the New Funds will receive an opinion of counsel to the effect that the Reorganization will qualify as a tax-free reorganization for federal income tax purposes under Section 368(a) of the Internal Revenue Code of 1986, as amended, and will not affect the federal tax status of Fund shares held before the Reorganization. Therefore, neither the Funds, the New Funds, nor their shareholders should recognize any gain or loss for federal income tax purposes as a result of the Reorganization. In addition, the tax basis of, and the holding period for, the New Fund shares received by each shareholder of the corresponding Fund in the Reorganization will be the same as the tax basis of, and the holding period for, the Fund shares given up by such shareholder in the Reorganization (provided that, with respect to the holding period for the corresponding New Fund shares received, the Fund shares given up must have been held as capital assets by the shareholder). The Reorganization is not expected to result in the recognition of gain or loss, for federal income tax purposes, by the Funds or their respective shareholders. Since its inception, each Fund believes it has qualified as a "regulated investment company" under the Code. Accordingly, each Fund believes it has been, and expects to continue to be, relieved of any federal income tax liability on its taxable income and gains distributed to shareholders. Provided that the Reorganization so qualifies, and the Funds are so treated, for U.S. federal income tax purposes, generally: o None of the Funds will recognize any gain or loss as a result of the Reorganization; o A Fund shareholder will not recognize any gain or loss as a result of the receipt of New Funds shares in exchange for such shareholder's Fund shares pursuant to the Reorganization; and o A Fund shareholder's aggregate tax basis in New Fund shares received pursuant to the Reorganization will equal such shareholder's aggregate tax basis in the Fund shares held immediately before the Reorganization. Subject to limited exceptions, most states use federal taxable income as a taxable base in determining state tax treatment. Consequently, the Trust believes that the state income tax treatment of the proposed Reorganization for most shareholders is likely to be the same as the federal tax consequences. Although the Trust is not aware of any adverse state income tax consequences, the Trust has not made any investigation as to those consequences for the shareholders. Because each shareholder may have unique tax issues, shareholders should consult their own tax advisers. 5. Comparison of Shareholder Rights Set forth below is a discussion of the material differences in the rights of shareholders of the Funds and the rights of shareholders of the New Funds. Governing Law. The Funds are separate series of the Trust, which is organized as a Delaware statutory trust. The New Funds are separate series of AST Fund Group, which is also organized as a Delaware statutory trust. The Funds, like the New Funds, are authorized to issue an unlimited number of shares of beneficial interest, with par value of $0.01 per share. The Trust's operations are governed by its Agreement and Declaration of Trust, By-Laws, and applicable Delaware law. AST Fund Group's operations are governed by a similar Declaration of Trust and By-Laws, and the same applicable Delaware law. Shareholder Liability. Under Delaware law, trustees and shareholders of a statutory trust are generally afforded by statute the same limited liability as their corporate counterparts and are permitted liberal indemnification rights. The risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance exists and a Fund or New Fund is unable to meet its obligations. Under both the Trust's Agreement and Declaration of Trust and By-Laws and AST Fund Group's Declaration of Trust and By-laws, the Funds and the New Funds are required to indemnify shareholders and former shareholders against loss and expenses incurred in connection with proceedings relating to his or her being or having been a shareholder of the Funds or New Funds, and not because of his or her acts or omissions. Board of Trustees. Both the Trust and AST Fund Group have a Board of Trustees. The composition of the Board of the Trust is different from that of AST Fund Group, both in terms of membership and size. The Board of Trustees of the Trust is comprised of seven trustees, one of whom is an interested person as that term is defined under the 1940 Act. The Board of Trustees for the AST Fund Group has six trustees, one of whom is an interested person as that term is defined under the 1940 Act. One of the Independent Trustees of the Trust is also an Independent Trustee of the AST Fund Group. For more information, refer to the March 3, 2003 Statements of Additional Information for the Funds and the November 12, 2003 Statement of Additional Information for the New Funds, which are incorporated by reference into this Proxy Statement/Prospectus. Classes. Each of the Funds is a separate series of the Trust with no separate classes of shares. The New Funds are separate series of AST Fund Group and each New Fund may include more than one class of shares. Currently, only the Provident Investment Counsel Small Cap Growth Fund has more than one class of shares (Class I and Class A). AST Fund Group has reserved the right to create and issue additional classes. Each share of a series or class represents an equal proportionate interest in that series or class with each other share of that series or class. Shares of each series or class generally vote together, except when required under federal securities laws to vote separately on matters that only affect a particular class, such as the approval of a distribution plan for a particular class. 6. Capitalization As stated above, each of the Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A and Provident Investment Counsel Mid Cap Fund B are considered to be "feeder" funds in a master-feeder arrangement whereby all of their respective investable assets are invested in a "master" portfolio with identical investment objectives, strategies and risks. Simultaneously with the Reorganization, the master-feeder structure will be eliminated and each Fund will be reorganized into their corresponding New Fund and appropriate class. The Provident Investment Counsel Small Cap Growth Fund I and Provident Investment Counsel Small Company Growth Fund A, which were both "feeder" funds feeding into the same "master" Provident Investment Counsel Small Cap Growth Portfolio, will now be reorganized into two classes of the corresponding New Fund--the Provident Investment Counsel Small Cap Growth Fund. The two classes - Class I and Class A will represent the continuing or successor entity of each Fund. Each class will retain the same financial information and performance of the respective Fund. The capitalization of the Funds as of October 31, 2003 and the New Funds' pro forma combined capitalization as of that date after giving effect to the proposed Reorganization are as follows:
(unaudited) Current Fund New Fund (Class) - ------------------------------------------------------------------------------------------------- Provident Investment Counsel Provident Investment Counsel Growth Fund I Growth Fund (Class I Shares) ----------------------------------- ------------------------------- Aggregate Net Assets $50,419,305.02 $50,419,305.02 Shares Outstanding 6,833,705.569 6,833,705.569 Net Asset Value Per Share $7.38 $7.38 Provident Provident Investment Counsel Investment Counsel Small Cap Small Cap Growth Fund I Growth Fund (Class I Shares) ----------------------------------- ------------------------------- Aggregate Net Assets $248,780,034.86 $248,780,034.86 Shares Outstanding 16,267,479.313 16,267,479.313 Net Asset Value Per Share $15.38 $15.38 Provident Provident Investment Counsel Investment Counsel Small Cap Small Company Growth Fund A Growth Fund (Class A Shares) ----------------------------------- ------------------------------- Aggregate Net Assets $42,194,893.05 $42,194,893.05 Shares Outstanding 3,024,639.160 3,024,639.160 Net Asset Value Per Share $13.97 $13.97 Provident Investment Counsel Provident Investment Counsel Twenty Fund I Twenty Fund (Class I Shares) ----------------------------------- ------------------------------- Aggregate Net Assets $20,180,528.29 $20,180,528.29 Shares Outstanding 6,199,096.182 6,199,096.182 Net Asset Value Per Share $3.25 $3.25 Provident Investment Counsel Provident Investment Counsel Mid Cap Fund B Mid Cap Fund (Class B Shares) ----------------------------------- ------------------------------- Aggregate Net Assets $3,684,882.50 $3,684,882.50 Shares Outstanding 209,079.945 209,079.945 Net Asset Value Per Share $17.62 $17.62
II. COMPARISON INFORMATION ABOUT THE NEW FUNDS AND THE FUNDS A. INVESTMENT OBJECTIVES, STRATEGIES, AND RESTRICTIONS The New Funds' investment objectives, policies, strategies, and risks are identical to those of each corresponding Fund. The following discussion is qualified in its entirety by the more extensive discussion set forth in the Prospectuses of the New Funds dated November 12, 2003, which is incorporated by reference into this Proxy Statement/Prospectus. 1. Investment Objectives The Funds and the New Funds each have an investment objective of long-term growth of capital. The Funds' and the New Funds' investment objective (as well as their investment strategies set forth above) may not be changed without shareholder approval. 2. Investment Strategies In selecting investments for the New Funds, the Adviser will employ the identical strategy it used for each of the Funds. 3. Fundamental Investment Restrictions and Investment Limitations The Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund and Provident Investment Counsel Mid Cap Fund will not: 1. Issue senior securities, borrow money or pledge its assets, except that a New Fund may borrow on an unsecured basis from banks for temporary or emergency purposes or for the clearance of transactions in amounts not exceeding 10% of its total assets (not including the amount borrowed), provided that it may not make investments while borrowings in excess of 5% of the value of its total assets are outstanding, provided that such borrowings may be made only to the extent that the value of the New Fund's total assets, as the case may be, less its liabilities other than borrowings (including borrowings pursuant to item (a) or otherwise), is equal at all times to at least 300% of all borrowings (including the proposed borrowing); 2. Make short sales of securities or maintain a short position; 3. Purchase securities on margin, except such short-term credits as may be necessary for the clearance of transactions; 4. Write put or call options, except that the Provident Investment Counsel Small Cap Fund may write covered call and cash secured put options and purchase call and put options on stocks and stock indices; 5. Act as underwriter (except to the extent a New Fund may be deemed to be an underwriter in connection with the sale of securities in its investment portfolio); 6. Invest 25% or more of its total assets, calculated at the time of purchase and taken at market value, in any one industry (other than U.S. Government securities), except that any of the New Funds may invest more than 25% of their assets in shares of a New Fund; 7. Purchase or sell real estate or interests in real estate or real estate limited partnerships (although any New Fund may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate); 8. Purchase or sell commodities or commodity futures contracts, except that any New Fund may purchase and sell stock index futures contracts; 9. Invest in oil and gas limited partnerships or oil, gas or mineral leases; 10. Make loans (except for investments in debt securities consistent with the investment policies of a New Fund and in repurchase agreements; except that the New Funds may make loans of portfolio securities); 11. Make investments for the purpose of exercising control or management. The New Funds observe the following restrictions as a matter of operating but not fundamental policy. Except as noted below, no New Fund may: 1. Invest in other investment companies except as permitted by the 1940 Act. (NOTE: The Funds worded this restriction as follows: Invest more than 10% of its assets in the securities of other investment companies or purchase more than 3% of any other investment company's voting securities or make any other investment in other investment companies except as permitted by federal and state law.) 2. Invest more than 15% of its net assets in securities which are restricted as to disposition or otherwise are illiquid or have no readily available market (except for securities issued under Rule 144A which are determined by the Board of Trustees to be liquid). 3. Make loans of portfolio securities in an amount exceeding 25% of their respective total assets. The Provident Investment Counsel Twenty Fund will not: 1. Concentrate its investments in securities of issuers primarily engaged in any particular industry (other than securities issued or guaranteed by the United States government or its agencies or instrumentalities or when the portfolio adopts a temporary defensive position). 2. Issue senior securities, except as permitted by the 1940 Act. 3. Invest in physical commodities or contracts on physical commodities. 4. Purchase or sell real estate or real estate limited partnerships, although it may purchase and sell securities of companies which deal in real estate and may purchase and sell securities which are secured by interests in real estate. 5. Make loans except (i) that the acquisition of investment securities or other investment instruments in accordance with the New Fund's prospectus and statement of additional information shall not be deemed to be the making of a loan; and (ii) that the New Fund may lend its portfolio securities in accordance with applicable law and the guidelines set forth in the New Fund's prospectus and statement of additional information, as they may be amended from time to time. 6. Underwrite the securities of other issuers. 7. Borrow money, except to the extent permitted by applicable law and the guidelines set forth in the New Fund's prospectus and statement of additional information, as they may be amended from time to time. The following limitations are non-fundamental, which means the Provident Investment Counsel Twenty Fund may change them without shareholder approval. The New Fund will not: 1. Purchase on margin or sell short except that the New Fund may purchase futures as described in the prospectus and this SAI. 2. Invest in other investment companies except as permitted by the 1940 Act. 3. Invest more than an aggregate of 15% of its net assets in securities that are subject to legal or contractual restrictions on resale (restricted securities) or securities for which there are no readily available markets (illiquid securities). B. DISTRIBUTION AND SHAREHOLDER SERVICES 1. Distribution Quasar Distributors, LLC ("Quasar") acts as the distributor for the Funds and, upon completion of the Reorganization, will act as distributor for the New Funds. As such, Quasar is responsible for all purchases, sales, redemptions, and other transfers of shares. As distributor, Quasar also provides certain administrative services. Shares of the Funds and the New Funds are offered for sale on a continuous basis at net asset value per share. Quasar is a registered broker-dealer and member of the National Association of Securities Dealers, Inc. 2. Shareholder Servicing Provident Investment Counsel Small Company Growth Fund A and Provident Investment Counsel Twenty Fund I have each adopted Shareholder Servicing Plans whereby each such Fund pays the Adviser or other financial institutions up to 0.15% of the average daily net asset value of its shares covered for shareholder services and account maintenance, including responding to shareholder inquiries and direct shareholder communications. AST Fund Group has adopted identical plans for Provident Investment Counsel Small Cap Growth Fund - Class A and Provident Investment Counsel Twenty Fund - Class I. C. PURCHASE AND REDEMPTION PROCEDURES The Funds and the New Funds have identical purchase and redemption procedures. Shareholders of the Funds are able to exchange their shares for shares of a similar class of any other Provident Investment Counsel Fund. For example, shareholders who own Provident Investment Counsel Twenty Fund I shares can exchange their shares for Provident Investment Counsel Growth Fund I shares. Similarly, shareholders in the New Funds will be able to exchange their shares for shares of a similar class of any other New Fund. Shareholders in the New Funds will not have exchange privileges with other mutual funds within the AST Fund Group. 1. Purchasing Information Shares of the New Funds (except for the Small Cap Growth Fund (Class A) are offered at the next offering price, which is the net asset value per share of the New Fund, computed after the purchase order and funds are received by the Fund's transfer agent. (a) Provident Investment Counsel Small Cap Growth Fund (Class A) Shares of Provident Investment Counsel Small Cap Growth Fund (Class A) are sold at the public offering price, which includes a front-end sales charge. Shares are purchased at the next NAV calculated after your investment is received by the Fund's transfer agent with complete information and meeting all the requirements discussed in this Prospectus, including the sales charge. The sales charge declines with the size of your purchase, as shown below: As a % of offering As a % of your Your investment price investment - --------------- ----- ---------- Up to $49,999 5.75% 6.10% $50,000 to $99,999 4.50% 4.71% $100,000 to $249,999 3.50% 3.63% $250,000 to $499,999 2.50% 2.56% $500,000 to $999,999 2.00% 2.04% $1,000,000 and over None* None* - -------------------------------------------------------------------------------- * Shareholders who buy $1 million of Class A shares without paying a sales charge will be charged a 1% fee on redemptions made within one year of purchase. Provident Investment Counsel Small Cap Growth Fund - Class A Sales Charge Waivers Shares of Provident Investment Counsel Small Cap Growth Fund, Class A may be sold at net asset value (free of any sales charge) to: (1) shareholders investing $1 million or more; (2) current shareholders of the Small Company Growth Funds A as of June 30, 1998 and shareholders of the Small Company Growth Fund I who are now shareholders of the Small Company Growth Fund A as a result of a merger in 2000 (3) current or retired directors, trustees, partners, officers and employees of the Trust, the Distributor, the Adviser and its affiliates, certain family members of the above persons, and trusts or plans primarily for such persons; (4) current or retired registered representatives of broker-dealers having sales agreements with the Distributor or full-time employees and their spouses and minor children and plans of such persons; (5) investors who redeem shares from an unaffiliated investment company which has a sales charge and use the redemption proceeds to purchase Provident Investment Counsel Small Cap Growth Fund, Class A shares within 60 days of the redemption; (6) trustees or other fiduciaries purchasing shares for certain retirement plans or organizations with 60 or more eligible employees; (7) investment advisors and financial planners who place trades for their own accounts or the accounts of their clients either individually or through a master account and who charge a management, consulting or other fee for their services; (8) employee-sponsored benefit plans in connection with purchases of Fund A shares made as a result of participant-directed exchanges between options in such a plan; (9) "fee based accounts" for the benefit of clients of broker-dealers, financial institutions or financial planners having sales or service agreements with the Distributor or another broker-dealer or financial institution with respect to sales of Provident Investment Counsel Small Cap Growth Fund, Class A shares; (10) investors making purchases through retail fund "supermarkets"; and (11) such other persons as are determined by the Board of Trustees (or by the Distributor pursuant to guidelines established by the Board) to have acquired Provident Investment Counsel Small Cap Growth Fund, Class A shares under circumstances not involving any sales expense to the Trust or the Distributor. Provident Investment Counsel Small Cap Growth Fund - Class A Sales Charge Reductions There are several ways you can combine multiple purchases of Provident Investment Counsel Small Cap Growth Fund, Class A shares to take advantage of the breakpoints in the sales charge schedule. You must bring to the Distributor's or your broker-dealer's attention whether you are eligible for these reductions when you purchase your shares. These can be combined in any manner. Accumulation Privilege - This lets you add the value of shares of any of the Provident Investment Counsel Small Cap Growth Fund, Class A you and your family already own to the amount of your next purchase of Provident Investment Counsel Small Cap Growth Fund, Class A shares for purposes of calculating the sales charge. Letter of Intent - This lets you purchase shares of one or more Provident Investment Counsel Small Cap Growth Fund, Class A over a 13-month period and receive the same sales charge as if all the shares had been purchased at one time. Combination Privilege - This lets you combine shares of one or more Provident Investment Counsel Small Cap Growth Fund, Class A for the purpose of reducing the sales charge on the purchase of Provident Investment Counsel Small Cap Growth Fund, Class A shares. (b) Provident Investment Counsel Mid Cap Fund - Class B The price you will pay to buy Provident Investment Counsel Mid Cap Fund, Class B shares is based on the Fund's NAV. Shares are purchased at the next NAV calculated after your investment is received by the Fund's transfer agent with complete information and meeting all the requirements discussed in this Prospectus. You may be charged a contingent deferred sales charge ("CDSC") if you sell your Provident Investment Counsel Mid Cap Fund, Class B shares within a certain time after you purchased them. There is no CDSC imposed on shares which you acquire by reinvesting your dividends. The CDSC is based on the original cost of your shares or the market value of them when you sell, whichever is less. When you place an order to sell your shares, we will first sell any shares in your account which are not subject to a CDSC. Next, we will sell shares subject to the lowest CDSC. The CDSC for Provident Investment Counsel Mid Cap Fund, Class B shares is as follows: Years after Purchase CDSC -------------------- ---- 1............................. 5.00% 2............................. 4.00% 3............................. 3.00% 4............................. 3.00% 5............................. 2.00% 6............................. 1.00% Within the 7th Year........... None After seven years, your Provident Investment Counsel Mid Cap Fund, Class B shares automatically will stop charging a CDSC and will have lower distribution fees. This will mean that your Fund account will be subject to lower overall charges. The conversion will be a non-taxable event for you. The CDSC for Provident Investment Counsel Mid Cap Fund, Class B shares may be reduced or waived under certain circumstances and for certain groups. Minimum Investments To invest, start or add to an account with the New Funds, a shareholder must invest at least the minimum amount, as indicated below: - ------------------------------------------------------------------------------- Provident Investment Counsel Small Cap Growth Fund (Class A), Provident Provident Investment Counsel Investment Counsel Growth Fund Mid Cap Fund (Class I), (Class B), Provident Provident Investment Counsel Investment Counsel Small Cap Growth Twenty Fund Investment Minimums Fund (Class I), (Class I) - ------------------------------------------------------------------------------- THE MINIMUM INITIAL INVESTMENTS ARE: - ------------------------------------------------------------------------------- Regular (New Investor) $1,000,000 $2,000 - ------------------------------------------------------------------------------- Retirement Accounts $250 $250 - ------------------------------------------------------------------------------- Automatic Investment Plans $1,000,000 $250 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Additional Investment $250 $250 - ------------------------------------------------------------------------------- Retirement Plans $250 $250 Automatic Investment Plans $250 $250 - ------------------------------------------------------------------------------- The New Funds may reduce or waive the minimum investment requirements for: certain retirement and other employee benefit plans; for the Adviser's employees, clients and their affiliates; for investment advisers or financial institutions offering investors a program of services; or any other person or organization deemed appropriate by the New Funds. The New Funds also offers an automatic investment plan, whereby an existing shareholder may purchase addition shares of the New Funds through an Automated Clearing House arrangement. In addition, the New Funds, at the direction of the Board of Trustees of the AST Fund Group, may cease taking purchase orders at any time when it believes that it is in the best interest of current shareholders. 2. Redemption Information Shares of each New Fund are sold at the next offering price, which is the net asset value per share of the New Fund, computed after the request is received by the New Funds' transfer agent on any day the New Funds and the NYSE are open for business. The New Funds offer a Systematic Withdrawal Plan that allows shareholders to have regular monthly payments redeemed from their account. The New Funds may redeem an account if the total value of the account falls below $1,000 due to redemptions after giving shareholders at least 30 days' prior written notice of this redemption. The New Funds charge a 1.00% redemption fee on shares redeemed within one month of purchase. The redemption fee does not apply to New Fund shares acquired through the reinvestment of dividends or distributions. The New Funds have also reserved the right to redeem shares "in kind." D. SERVICE PROVIDERS The Funds' investment adviser is Provident Investment Counsel, 300 North Lake Avenue, Pasadena, California 91101. U.S. Bancorp Fund Services, LLC ("USBFS"), 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds' administrator. Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Funds' distributor. The Funds' transfer and dividend disbursing agent is PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809. PFPC Trust Company, 8800 Tinicum Boulevard, Philadelphia, Pennsylvania, 19153, serves as the custodian for the portfolio securities, cash and other assets of the Funds. PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York, 10036, serves as the Funds' independent public accountants and audits the financial statements and the financial highlights of the Funds. The New Funds will have the same investment adviser, distributor and administrator as the Funds. Upon completion of the Reorganization, U.S. Bank, National Association will serve as the New Funds' custodian, USBFS will serve as the New Funds' transfer and dividend disbursing agent and Tait, Weller & Baker will serve as the New Funds' independent public accountants. III. VOTING INFORMATION For action to be taken by any particular Fund, the holders of 40% of the outstanding shares of that Fund entitled to vote in person or by proxy as of the record date for the Special Meeting will constitute a quorum. Approval of the proposal will require the affirmative vote of a majority (i.e., more than 50%) of the outstanding shares of each Fund. In other words, approval of all of the Funds is necessary to proceed with the Reorganization. All shares represented by each properly signed proxy received before the meeting will be voted at the Special Meeting. Proxies may be voted by mail or by other instrument executed in writing (including electronic, telephonic, computerized or other alternatives to the execution of a written instrument) or by facsimile transmission. If a shareholder specifies how the proxy is to be voted on any business properly to come before the Special Meeting, it will be voted in accordance with instruction given. If no choice is indicated on the proxy, it will be voted "FOR" approval of the Reorganization. If any other matters come before the Special Meeting, proxies will be voted by the persons named as proxies in accordance with their best judgment. If a quorum of shareholders of a Fund is not present at the Meeting, or if a quorum is present but sufficient votes to approve the proposal described in this Proxy Statement/Prospectus with respect to such Fund are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting of such Fund to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to a Fund may be transacted at any such adjourned session(s) at which a quorum is present. The Special Meeting with respect to a Fund may be adjourned from time to time by a majority of the votes of such Fund properly cast upon the question of adjourning the Special Meeting of such Fund to another date and time, whether or not a quorum is present, and the Special Meeting of such Fund may be held as adjourned without further notice. The persons named in the proxy will vote in favor of such adjournment those shares that they are entitled to vote if such adjournment is necessary to obtain a quorum or to obtain a favorable vote on the proposal. All proxies voted, including abstentions and broker non-votes (where the underlying holder has not voted and the broker does not have discretionary authority to vote the shares), will be counted toward establishing a quorum. Approval of the Reorganization will occur only if a sufficient number of votes are cast "FOR" that proposal. If shareholders of all the Funds do not approve the Reorganization, the Trust will continue to operate as a separate open-end management company, or the Board may take any further action as it deems to be in the best interest of the Funds and their shareholders, including liquidation, subject to approval by the shareholders of the Funds if required by applicable law. Abstentions and broker non-votes do not constitute a vote "FOR" and effectively result in a vote "AGAINST." A. METHOD AND COST OF SOLICITATION This Proxy Statement/Prospectus is being sent to you in connection with the solicitation of proxies by the Board for use at the Special Meeting. The Funds will use Georgeson Shareholder Communications Inc. as its solicitor. The Funds expect that the solicitation of proxies will be primarily by mail and telephone. The solicitation may also include facsimile, Internet, telegraph, or oral communications by certain employees of the Adviser or USBFS, who will not be paid for these services. The Adviser will bear the costs of the Special Meeting, including legal costs and the cost of the solicitation of proxies. B. RIGHT OF REVOCATION Any shareholder giving a proxy may revoke it before it is exercised at the Special Meeting, either by providing written notice to the Trust, by submission of a later-dated, duly executed proxy or by voting in person at the Special Meeting. If not so revoked, the votes will be cast at the Special Meeting, and any postponements or adjournments thereof. Attendance by a shareholder at the Special Meeting does not, by itself, revoke a proxy. C. VOTING SECURITIES AND PRINCIPAL HOLDERS Shareholders of the Funds at the close of business on October 31, 2003 (the "Record Date") will be entitled to be present and vote at the Special Meeting. As of that date, the following numbers of shares were outstanding for each Fund: Shares Outstanding & Entitled to Vote Fund (unaudited) ---- ------------------ Provident Investment Counsel Growth Fund I 6,833,705.569 Provident Investment Counsel Small Cap Growth Fund I 16,267,479.313 Provident Investment Counsel Small Company Growth Fund A 3,024,639.160 Provident Investment Counsel Twenty Fund I 6,199,096.182 Provident Investment Counsel Mid Cap Fund B 209,079.945 As of the Record Date, the Funds' shareholders of record and/or beneficial owners (to the Trust's knowledge) who owned five percent or more of each Funds' shares are set forth below:
Provident Investment Counsel Growth Fund I - ------------------------------------------- ---------------------- ----------- ----------------- Name and Address No. of Shares Owned % of Shares Type of Ownership - ------------------------------------------- ---------------------- ----------- ----------------- Vanguard Fiduciary Trust Co-Trustee for all 2,920,779.461 42.74% Record PIC Funds P.O. Box 2600 Valley Forge, PA 19482 State Street Corp. 1,030,931.403 15.09% Record FBO The City of Roanoke Pension 1 Enterprise Drive, Suite 3C Quincy, MA 02171-2126 Reinco 595,540.160 8.71% Record c/o Bank of Hawaii P.O. Box 1930 Honolulu, HI 96805 Charles Schwab & Co. Inc. 474,794.414 6.95% Record Special Custody Account for the Benefit of Customers 101 Montgomery Street San Francisco, CA 94104-4122 George E. Handtmann III and Janet L. 415,104.542 6.07% Beneficial Handtmann - Family Trust 333 Lambert Rd. Carpinteria, CA 93031-3019 - ------------------------------------------- ---------------------- ----------- -----------------
Provident Investment Counsel Small Cap Growth Fund I - ------------------------------------------- ------------------- ----------- ----------------- Name and Address No. of Shares Owned % of Shares Type of Ownership - ------------------------------------------- ------------------- ----------- ----------------- State Street Bank and Trust Company 5,180,664.427 31.85% Record Attn: J. Peterson Master Trust Division 105 Rosemont Road Westwood, MA 02090 Northern Trust Company 2,639,231.115 16.22% Record FBO Lilly Savings Plan 50 S. LaSalle Street Chicago, IL 60675 HSBC Bank USA Trustee 2,634,948.849 16.20% Record PO Box 1329 Buffalo, NY 14240 Bost. & Co. 2,078,323.442 12.78% Record Mutual Funds Operations PO Box 3198 Pittsburgh, PA 15230-3198 - ------------------------------------------- ------------------- ----------- -----------------
Provident Investment Counsel Small Company Growth Fund A - ------------------------------------------- ------------------- ----------- ----------------- Name and Address No. of Shares Owned % of Shares Type of Ownership - ------------------------------------------- ------------------- ----------- ----------------- UMBSC & Co. 982,800.248 32.49% Record FBO IBC Interstate Brands Corp Aggressive Growth Account A/C 340419159 PO Box 419175 Kansas City, MO 64141 Marshside & Co 443,244.211 14.65% Record 211 Congress Street 11th Floor Boston, MA 02110 UMBSC & Co. 398,625.912 13.18% Record FBO Interstate Brands Unit Elect-MOD GRT PO Box 419175 Kansas City, MO 64141 Merrill Lynch 278,519.970 9.21% Record For the sole benefit of its clients Building One Fund Admin Team A 4800 Deer Lake Drive, E Floor 2 Jacksonville, FL 32246 UMBSC & Co., Trustee 168,150.520 5.56% Record FBO IBC Savings PO Box 419260 Kansas City, MO 64141 George E. Handtmann III and Janet L. 151,680.776 5.01% Beneficial Handtmann - Family Trust 333 Lambert Rd. Carpinteria, CA 93031-3019 - ------------------------------------------- ------------------- ----------- -----------------
Provident Investment Counsel Twenty Fund I - ------------------------------------------- ------------------- ----------- ----------------- Name and Address of Shareholder No. of Shares Owned % of Shares Type of Ownership - ------------------------------------------- ------------------- ----------- ----------------- UMBSC & Co. FBO Interstate Brands 5,650,256.329 91.15% Record Retirement Income Plan P.O .Box 419692 Kansas City, MO 64141-6692 UMBSC & Co. 335,179.830 5.41% Record FBO IBC Savings Invest(Y)Equity A/C 34-1002-02-0 P.O. Box 419692 Kansas City, MO 64141-6692 - ------------------------------------------- ------------------- ----------- -----------------
Provident Investment Counsel Mid Cap Fund B - ------------------------------------------- ------------------- ----------- ----------------- Name and Address No. of Shares Owned % of Shares Type of Ownership - ------------------------------------------- ------------------- ----------- ----------------- Merrill Lynch Pierce Fenner & Smith 133,792.089 63.99% Record For the sole benefit of its customers Attn: Service Team 4800 Deer Lake Drive, E Floor 3 Jacksonville, FL 32246 PFPC Trust Co Cust FBO 43,647.151 20.88% Record Thomas M. Mitchell Rollover IRA 245 Country Club San Gabriel, CA 91775 - ------------------------------------------- ------------------- ----------- -----------------
The Officers and Trustees of the Trust, as a group, owned of record and beneficially less than one percent of the outstanding voting securities of each Fund except for the Provident Investment Counsel Mid Cap Fund B as of the Record Date. Thomas M. Mitchell beneficially owned 20.88% of the Provident Investment Counsel Mid Cap Fund B as of the Record Date. IV. FURTHER INFORMATION ABOUT THE FUNDS AND THE NEW FUNDS Further information about the Fund is contained in the following documents: o Prospectuses for the Funds dated March 3, 2003. o Statements of Additional Information for the Funds also dated March 3, 2003. The New Funds are not currently operating mutual funds, although they do have a prospectus that has been declared effective by the SEC. A copy of the Prospectus is provided with this Proxy/Prospectus. Shareholders may obtain a copy of the Statements of Additional Information and annual and semi-annual reports relating to the Funds and the New Funds free of charge, by writing to Provident Investment Counsel, 300 North Lake Avenue, Pasadena, California, 91101, or by calling 1-800-618-7643. The Funds and the New Funds are subject to the requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith, file reports, proxy material, and other information relating to the Funds and the New Funds, respectively, with the SEC. These documents can be inspected and copied at the public reference facilities maintained by the SEC in Washington, D.C., at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices in New York at 233 Broadway, New York, New York 10279 and in Chicago at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such materials can also be obtained by mail from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates. The SEC also maintains a web site at http://www.sec.gov that contains the Prospectuses and Statements of Additional Information for the Funds, as well as the Prospectuses and Statement of Additional Information for the New Funds, materials that are incorporated by reference into their respective Prospectuses and Statements of Additional Information, and other information. V. MISCELLANEOUS ISSUES A. OTHER BUSINESS The Board knows of no other business to be brought before the Special Meeting. If any other matters come before the Meeting, the Board intends that proxies that do not contain specific restrictions to the contrary will be voted on those matters in accordance with the judgment of the persons named in the enclosed form of proxy. B. NEXT MEETING OF SHAREHOLDERS The Funds are not required and do not intend to hold annual or other periodic meetings of shareholders except as required by the 1940 Act. By observing this policy, the Funds seek to avoid the expenses customarily incurred in the preparation of proxy material and the holding of shareholder meetings, as well as the related expenditure of staff time. If the Reorganization is not completed, the next meeting of the shareholders of the Funds will be held at such time as the Board may determine or at such time as may be legally required. Any shareholder proposal intended to be presented at such meeting must be received by the Trust at its office at a reasonable time before the Trust begins to print and mail its proxy, as determined by the Board, to be included in the Funds' proxy statement and form of proxy relating to that meeting, and must satisfy all other legal requirements. C. LEGAL MATTERS Certain legal matters in connection with the issuance of the New Fund Shares and the tax consequences of the reorganization will be passed upon by Paul, Hastings, Janofsky & Walker LLP. D. EXPERTS The financial statements of the Funds for the year ended October 31, 2002, contained in the Funds' 2002 Annual Reports to Shareholders, have been audited by PricewaterhouseCoopers LLP, independent auditors, as stated in their reports dated December 6, 2002, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given their authority as experts in accounting and auditing. By Order of the Board of Trustees of PIC Investment Trust ----------------------------------- Aaron W.L. Eubanks, Sr., Secretary November 12, 2003 ----------------------------------------- STATEMENT OF ADDITIONAL INFORMATION November 12, 2003 FOR THE REORGANIZATION OF Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I, and Provident Investment Counsel Mid Cap Fund B, each a series of PIC INVESTMENT TRUST INTO Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Twenty Fund, Provident Investment Counsel Mid Cap Fund each a series of ADVISORS SERIES TRUST ----------------------------------------- This Statement of Additional Information is not a prospectus and should be read in conjunction with the Proxy Statement/Prospectus dated November 12, 2003 relating to the Special Meeting of Shareholders (the "Special Meeting") of the Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Fund A, Provident Investment Counsel Twenty Fund I, Provident Investment Counsel Mid Cap Fund B, Trust (the "Funds") each a series of the PIC Investment Trust (the "Trust"), to be held on December 11, 2003. The Special Meeting is being held to consider a proposal to approve an Agreement and Plan of Reorganization (the "Plan") whereby all of the assets of the Funds will be transferred to newly formed series of the Funds ("New Funds") of Advisors Series Trust ("AST Fund Group"), in exchange for shares of the New Funds and the New Funds' assumption of the corresponding Funds' stated liabilities (the "Reorganization"). Copies of the Proxy Statement/Prospectus, which has been filed with the Securities and Exchange Commission, may be obtained, without charge, by writing to Provident Investment Counsel at 300 North Lake Avenue, Pasadena, California, 91101-4106 or by calling (800) 618-7643. The following documents, each of which accompanies this Statement of Additional Information, are incorporated by reference herein: (1) The Statements of Additional Information of the Funds, dated March 3, 2003; and (2) The Annual Reports to Shareholders of the Funds for the fiscal year ended October 31, 2002. (3) The Semi-Annual Report to Shareholders of the Trust for the six months ended April 30, 2003, containing unaudited financial statements. This Statement of Additional Information consists of this cover page and the documents described above. Because the New Funds have not yet commenced operations, Annual or Semi-Annual Reports to Shareholders are not available. Similarly, because the Funds are being acquired by the New Funds, pro forma financial statements are not provided in this Statement of Additional Information in connection with the proposed reorganization. ----------------------------------------- PART C ADVISORS SERIES TRUST OTHER INFORMATION ----------------------------------------- ITEM 15. INDEMNIFICATION Article VI of Registrant's By-Laws states as follows: Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this Article, "agent" means any person who is or was a Trustee, officer, employee or other agent of this Trust or is or was serving at the request of this Trust as a Trustee, director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or was a Trustee, director, officer, employee or agent of a foreign or domestic corporation which was a predecessor of another enterprise at the request of such predecessor entity; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorney's fees and any expenses of establishing a right to indemnification under this Article. Section 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person is or was an agent of this Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as a Trustee of the Trust, that his conduct was in the Trust's best interests, and (b) in all other cases, that his conduct was at least not opposed to the Trust's best interests, and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Trust or that the person had reasonable cause to believe that the person's conduct was unlawful. Section 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of this Trust to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent's office with this Trust. No indemnification shall be made under Sections 2 or 3 of this Article: (a) In respect of any claim, issue, or matter as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity; or (b) In respect of any claim, issue or matter as to which that person shall have been adjudged to be liable in the performance of that person's duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the circumstances of the case, that person was not liable by reason of the disabling conduct set forth in the preceding paragraph and is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; or (c) of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, or of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained. Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this Trust has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article or in defense of any claim, issue or matter therein, before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article. Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article and is not prohibited from indemnification because of the disabling conduct set forth in Section 4 of this Article, by: (a) A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the Investment Company Act of 1940); or (b) A written opinion by an independent legal counsel. Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding upon a written undertaking by or on behalf of the agent, to repay the amount of the advance if it is ultimately determined that he or she is not entitled to indemnification, together with at least one of the following as a condition to the advance: (i)security for the undertaking; or (ii) the existence of insurance protecting the Trust against losses arising by reason of any lawful advances; or (iii) a determination by a majority of a quorum of Trustees who are not parties to the proceeding and are not interested persons of the Trust, or by an independent legal counsel in a written opinion, based on a review of readily available facts that there is reason to believe that the agent ultimately will be found entitled to indemnification. Determinations and authorizations of payments under this Section must be made in the manner specified in Section 6 of this Article for determining that the indemnification is permissible. Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise. Section 9. LIMITATIONS. No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears: (a) that it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or (b) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 10. INSURANCE. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any agent of this Trust against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, but only to the extent that this Trust would have the power to indemnify the agent against that liability under the provisions of this Article and the Agreement and Declaration of Trust of the Trust. Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article. Insofar as indemnification for liability under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. ITEM 16. EXHIBITS. 1. Agreement and Declaration of Trust(1) 2. By-Laws(1) 3. Not Applicable. 4. Form of Agreement and Plan of Reorganization - Filed herewith. 5. Not Applicable. 6. (a) Form of Investment Advisory Agreement - Filed herewith. (b) Form of Operating Expenses Limitation Agreement - Filed herewith. 7. (a) Form of Distribution Agreement (7) 8. Not Applicable. 9. Form of Custodian Agreement (4) 10. Form of Distribution Plan pursuant to Rule 12b-1 - Filed herewith. 11. Opinion of Counsel regarding legality of issuance of shares and other matters - to be filed by amendment. 12. Form of Opinion of Counsel on tax matters - to be filed by amendment. 13. (a) Form of Fund Administration Servicing Agreement(2) (b) Form of Transfer Agent Servicing Agreement (2) (c) Form of Shareholder Servicing Plan - Filed herewith. 14. Independent Auditor's Consent - Filed herewith. 15. Not Applicable. 16. Power of Attorney(5) 17. (a) Form of Proxy Ballot(3) (b) Preliminary Prospectus for Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Twenty Fund, Provident Investment Counsel Mid Cap Fund, series of Advisors Series Trust, filed September 18, 2003.(6) (c) Preliminary Statement of Additional Information for Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Twenty Fund, Provident Investment Counsel Mid Cap Fund, series of Advisors Series Trust, filed September 18, 2003.(6) (d) Multiple Class Plan pursuant to Rule 18f-3 - Filed herewith. - -------------------------------------------------------------------------------- (1) Previously filed with the Registration Statement on Form N-1A (File No. 333-17391) on December 6, 1996, and is incorporated herein by this reference. (2) Previously filed with the Registration Statement on Form N-1A (File No. 333-17391) on February 12, 2002, and is incorporated herein by reference. (3) Previously filed with the Registration Statement on Form N-14AE (File No. 333-108922) on February 12, 2002, and is incorporated herein by reference. (4) Previously filed with the Registration Statement on Form N-1A (File No. 333-17391) on March 26, 2003, and is incorporated herein by reference. (5) Previously filed with the Registration Statement on Form N-1A (File No. 333-17391) on June 30, 2003 and is incorporated herein by reference. (6) Previously filed with the Registration Statement on Form N-1A (File No. 333-17391) on September 18, 2003 and is incorporated herein by reference. (7) Previously filed with the Registration Statement on Form N-1A (File No. 333-17391) on February 12, 2002 and is incorporated herein by reference. ITEM 17. UNDERTAKINGS. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned Registrant agrees that it will file an Amendment that will include a copy of the final tax opinion of counsel. SIGNATURES As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Milwaukee and State of Wisconsin, on November 12, 2003. ADVISORS SERIES TRUST /s/ Eric M. Banhazl* -------------------- Eric M. Banhazl President As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on November 12, 2003: Signature Title - --------- ----- /s/ Eric M. Banhazl * President and Trustee - ---------------------- Eric M. Banhazl /s/ Walter E. Auch * Trustee - ------------------------------ Walter E. Auch /s/ Donald E. Connor * Trustee - ---------------------------- Donald E. O'Connor /s/George T. Wofford III* Trustee - ------------------------- George T. Wofford III George J. Rebhan * Trustee - ------------------- George J. Rebhan James Clayburn LaForce* Trustee - ---------------------- James Clayburn LaForce /s/ Douglas G. Hess Treasurer and Principal Financial - --------------------------- and Accounting Officer Douglas G. Hess */s/ Douglas G. Hess ------------------- Douglas G. Hess Attorney-in-Fact pursuant to Power of Attorney filed with the post-effective amendment to the Registration Statement on Form N-1A (File No. 333-17391) on June 30, 2003. EXHIBIT INDEX Exhibit Exhibit No. - ------- ----------- Form of Agreement and Plan of Reorganization 99.4 Form of Investment Advisory Agreement 99.6(a) Form of Operating Expenses Limitation Agreement 99.6(b) Form of Distribution (12b-1) Plan 99.10 Form of Shareholder Servicing Plan 99.13(c) Consent of Independent Auditor 99.14 Form of Multiple Class (18f-3) Plan 99.17(d) EX-99.4 3 planofreorg.txt FORM OF AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of this __ day of ____________, 2003, by and between Advisors Series Trust ("AST"), a Delaware statutory trust, on behalf of each of the following acquiring funds (the "Acquiring Funds"), PIC Investment Trust ("PIC Trust"), a Delaware statutory trust, on behalf of the following acquired funds (the "Acquired Funds"), and, solely for the purposes of Section 9.2, Provident Investment Counsel, Inc., a Massachusetts corporation.
Acquired Funds Corresponding Acquiring Funds (each a series of PIC Trust) (each a series of AST) - -------------------------------------------- ----------------------------------------- Provident Investment Counsel Growth Fund I Provident Investment Counsel Growth Fund, Class I Provident Investment Counsel Small Cap Provident Investment Counsel Small Growth Fund I Cap Growth Fund, Class I Provident Investment Counsel Small Company Provident Investment Counsel Small Cap Growth Fund A Growth Fund, Class A Provident Investment Counsel Twenty Fund I Provident Investment Counsel Twenty Fund Class I Provident Investment Counsel Mid Cap Fund B Provident Investment Counsel Mid Cap Fun, Class B
WHEREAS, in accordance with the terms and conditions set forth in this Agreement, the parties desire that each Acquiring Fund acquire the assets and assume the liabilities of the Acquired Fund listed above opposite the Acquiring Fund in exchange for shares of the corresponding class of the corresponding Acquiring Fund ("Acquiring Fund Shares"), and that these Acquiring Fund Shares be distributed immediately after the Closing, as defined in this Agreement, by each Acquired Fund to its shareholders in liquidation of the Acquired Fund; WHEREAS, the Board of Trustees of PIC Trust, including a majority of its trustees who are not "interested persons" of PIC Trust, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), has determined that the Reorganization (as such term is defined in Section 1.1 below) is in the best interests of the shareholders of each Acquired Fund, and that their interests would not be diluted as a result of the transactions contemplated thereby; WHEREAS, the Board of Trustees of AST, including a majority of its trustees who are not "interested persons" of AST, as defined in the 1940 Act, has determined that the Reorganization is in the best interests of the sole shareholder of each Acquiring Fund, each a newly created series of AST formed for the specific purpose of entering into the Reorganization, and that the interests of the sole shareholder of each Acquiring Fund would not be diluted as a result of the transactions contemplated thereby. WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). NOW THEREFORE, In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, covenant and agree as follows: 1. REORGANIZATION OF ACQUIRED FUNDS 1.1 Subject to the terms and conditions herein set forth, and on the basis of the representations and warranties contained herein, each Acquired Fund shall assign, deliver and otherwise transfer its assets as set forth in paragraph 1.2 (the "Assets") to the corresponding Acquiring Fund and the Acquiring Fund shall assume the corresponding Acquired Fund's liabilities as set forth in paragraph 1.3 (the "Liabilities"). Each Acquiring Fund shall, as consideration therefor, on the Closing Date (as defined in paragraph 3.1), deliver to the respective Acquired Fund full and fractional Acquiring Fund Shares, the number of which shall be determined by dividing (a) the value of the Acquired Fund's Assets, net of the Acquired Fund's Liabilities, computed in the manner and as of the time and date set forth in paragraph 2.1, by (b) the net asset value of one share of the Acquiring Fund computed in the manner and as of the time and date set forth in paragraph 2.2. Such transfer, delivery and assumption shall take place at the closing provided for in paragraph 3.1 (hereinafter sometimes referred to as the "Closing"). Immediately following the Closing, the Acquired Fund shall distribute the Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation of the Acquired Fund as provided in paragraph 1.4 hereof. Such transactions are hereinafter sometimes collectively referred to as the "Reorganization." 1.2 (a) With respect to each Acquired Fund, the Assets shall consist of all property and assets of any nature whatsoever, including, without limitation, all cash, cash equivalents, securities, instruments, claims and receivables (including dividend and interest receivables) owned by the Acquired Fund, and any prepaid expenses shown as an asset on the Acquired Fund's books on the Closing Date. (b) Before the Closing Date, the Acquired Fund will provide the Acquiring Fund with a schedule of its assets and its known liabilities, and the Acquiring Fund will provide the Acquired Fund with a copy of the current investment objective and policies applicable to the Acquiring Fund. The Acquired Fund reserves the right to sell or otherwise dispose of any of the securities or other assets shown on the list of the Acquired Fund's Assets before the Closing Date but will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities which the Acquiring Fund is permitted to purchase in accordance with its stated investment objective and policies. 1.3 Each Acquired Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. Each Acquiring Fund will assume all liabilities and obligations, allocated or attributable to the Acquired Fund, whether absolute or contingent, known or unknown, accrued or unaccrued (the "Liabilities"). 1.4 Immediately following the Closing, each Acquired Fund will distribute the corresponding Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1 pro rata to its shareholders of record determined as of the close of business on the Closing Date ("Acquired Fund Investors") in complete liquidation of the Acquired Fund. That distribution will be accomplished by an instruction, signed by an appropriate officer of AST, to transfer the Acquiring Fund Shares then credited to the Acquired Fund's account on the books of the Acquiring Fund to open accounts on the books of the Acquiring Fund established and maintained by the Acquiring Fund's transfer agent in the names of record of the Acquired Fund Investors and representing the number of shares of the Acquiring Fund due such Acquired Fund Investor. All issued and outstanding shares of the Acquired Fund will be cancelled simultaneously therewith on the Acquired Fund's books, and any outstanding share certificates representing interests in the Acquired Fund will represent only the right to receive such number of Acquiring Fund Shares after the Closing as determined in accordance with paragraph 1.l. 1.5 Following the transfer of assets by the Acquired Fund to the corresponding Acquiring Fund, the assumption of the Acquired Fund's Liabilities by the corresponding Acquiring Fund, and the distribution by the Acquired Fund of the corresponding Acquiring Fund Shares received by it pursuant to paragraph 1.4, the Acquired Fund shall terminate its qualification, classification and registration with all appropriate federal and state agencies. Any reporting or other responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired Fund up to and including the date on which the Acquired Fund is terminated and deregistered, subject to any reporting or other obligations described in paragraph 4.8. 2. VALUATION 2.1 The value of each Acquired Fund's Assets shall be the value of those assets computed as of the time at which its net asset value is calculated pursuant to the valuation procedures set forth in the Acquiring Fund's then-current Prospectus and Statement of Additional Information on the business day immediately preceding the Closing Date, or at such time on such earlier or later date as may mutually be agreed upon in writing among the parties hereto (such time and date being herein called the "Applicable Valuation Date"). 2.2 The net asset value of each share of each Acquiring Fund shall be the net asset value per share computed on the Applicable Valuation Date, using the market valuation procedures set forth in the Acquiring Fund's then-current Prospectus and Statement of Additional Information. 2.3 All computations of value contemplated by this Article 2 shall be made by the Acquiring Funds' administrator in accordance with its regular practice as pricing agent. Each Acquiring Fund shall cause the administrator to deliver a copy of its valuation report to the Acquired Fund at the Closing. 3. CLOSING(S) AND CLOSING DATE 3.1 The Closing for the Reorganization shall occur on December 12, 2003, and/or on such other date(s) as may be mutually agreed upon in writing by the parties hereto (each, a "Closing Date"). The Closing(s) shall be held at the offices of U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, or at such other location as is mutually agreeable to the parties hereto. All acts taking place at the Closing(s) shall be deemed to take place simultaneously as of 9:00 a.m., local time on the Closing Date unless otherwise provided. 3.2 The Acquiring Funds' custodian shall deliver at the Closing evidence that: (a) the Acquired Funds' Assets have been delivered in proper form to the corresponding Acquiring Fund on the Closing Date and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment shall have been made, by the Acquired Funds in conjunction with the delivery of portfolio securities. 3.3 Notwithstanding anything herein to the contrary, if on the Applicable Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Acquiring Funds, accurate appraisal of the value of the net assets of the Acquiring Funds or the Acquired Funds is impracticable, the Applicable Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored. 4. COVENANTS WITH RESPECT TO THE ACQUIRING FUNDS AND THE ACQUIRED FUNDS 4.1 The Acquired Funds have called or will call a joint meeting of the Acquired Funds' respective shareholders to consider and act upon this Agreement and to take all other actions reasonably necessary to obtain the approval of the transactions contemplated herein, including approval for the Acquired Funds' liquidating distribution of Acquiring Fund Shares contemplated hereby, and for each Acquired Fund to terminate its qualification, classification and registration if requisite approvals are obtained with respect to the Acquired Fund. The Acquired Funds shall prepare the notice of meeting, form of proxy and proxy statement (collectively, "Proxy Materials") to be used in connection with that meeting. 4.2 The Acquired Funds covenant that the corresponding Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement. 4.3 The Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of shares of the Acquired Funds. 4.4 Subject to the provisions hereof, AST, on behalf the Acquiring Funds, and PIC Trust, on behalf of the Acquired Funds, will take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated herein. 4.5 Each Acquired Fund shall furnish to the corresponding Acquiring Fund on the Closing Date, a final statement of the total amount of such Acquired Fund's assets and liabilities as of the Closing Date. 4.6 AST, on behalf of the Acquiring Funds, has prepared and filed, or will prepare and file, with the Securities and Exchange Commission (the "SEC") a registration statement on Form N-14, and the current prospectuses and statements of additional information of the Acquiring Funds, under the Securities Act of 1933, as amended (the "1933 Act"), relating to the Acquiring Fund Shares (the "Registration Statement"). The Acquired Funds have provided or will provide the Acquiring Funds with the Proxy Materials for inclusion in the Registration Statement, prepared in accordance with paragraph 4.1, and with such other information and documents relating to the Acquired Funds as are requested by the Acquiring Funds and as are reasonably necessary for the preparation of the Registration Statement. 4.7 As soon after the Closing Date as is reasonably practicable, each Acquired Fund: (a) shall prepare and file all federal and other tax returns and reports of the Acquired Fund required by law to be filed with respect to all periods ending on/or before the Closing Date but not theretofore filed and (b) shall pay all federal and other taxes shown as due thereon and/or all federal and other taxes that were unpaid as of the Closing Date. 4.8 Following the transfer of Assets by each Acquired Fund to the corresponding Acquiring Fund and the assumption of the Liabilities of each Acquired Fund in exchange for the corresponding Acquiring Fund Shares as contemplated herein, each Acquired Fund will file any final regulatory reports, including but not limited to any Form N-SAR filings with respect to the Acquired Funds, promptly after the Closing Date and also will take all other steps as are necessary and proper to effect the termination or declassification of the Acquired Funds in accordance with the laws of the state of Delaware and other applicable requirements. 5. REPRESENTATIONS AND WARRANTIES 5.1 AST, on behalf of the Acquiring Funds, represents and warrants to PIC Trust, on behalf of the Acquired Funds as follows: (a) AST was duly created pursuant to its Agreement and Declaration of Trust by its trustees for the purpose of acting as a management investment company under the Investment Company Act of 1940 (the "1940 Act") and is validly existing under the laws of the State of Delaware, and its Declaration of Trust directs its trustees to manage the affairs of AST and grants them all powers necessary or desirable to carry out such responsibility, including administering AST's business as currently conducted by AST and as described in the current prospectuses of AST. AST is registered as an investment company classified as an open-end management company under the 1940 Act and its registration with the SEC as an investment company is in full force and effect; (b) The Registration Statement, including the current prospectuses and statements of additional information of the Acquiring Funds, conforms or will conform, at all times up to and including the Closing Date, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the regulations thereunder and does not include and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) The Acquiring Funds are not in breach or violation of, and the execution, delivery and performance of this Agreement by AST for itself and on behalf of the Acquiring Fund does not and will not (i) violate AST's Declaration of Trust or By-Laws, or (ii) result in a breach of, violate, or constitute a default under, any material agreement or material instrument to which AST is a party or by which its properties or assets are bound; (d) Except as previously disclosed in writing to PIC Trust, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to AST's knowledge, threatened against AST or its business, the Acquiring Funds or any of their properties or assets, which, if adversely determined, would materially and adversely affect AST or the Acquiring Funds' financial condition or the conduct of their business. AST knows of no facts that might form the basis for the institution of any such proceeding or investigation, and the Acquiring Funds are not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects, or is reasonably likely to materially and adversely affect, its business or its ability to consummate the transactions contemplated herein; (e) All issued and outstanding shares, including shares to be issued in connection with the Reorganization, of the Acquiring Funds will, as of the Closing Date, be duly authorized and validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, pledges, security interests, charges or other encumbrances; the shares of each class of each Acquiring Fund issued and outstanding before the Closing Date were offered and sold in compliance with the applicable registration requirements, or exemptions therefrom, of the 1933 Act, and all applicable state securities laws, and the regulations thereunder; and the Acquiring Funds do not have outstanding any option, warrants or other rights to subscribe for or purchase any of its shares nor is there outstanding any security convertible into any of their shares; (f) The execution, delivery and performance of this Agreement on behalf of the Acquiring Funds will have been duly authorized prior to the Closing Date by all necessary action on the part of AST, its trustees and the Acquiring Funds, and this Agreement will constitute a valid and binding obligation of AST and the Acquiring Funds enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors rights, and to general equity principles; (g) Each Acquiring Fund has qualified as a separate regulated investment company under the Code and has taken all necessary and required actions to maintain such status; (h) On the effective date of the Registration Statement, at the time of the meeting of the Acquired Funds' shareholders and on the Closing Date, any written information furnished by AST with respect to the Acquiring Funds for use in the Proxy Materials, the Registration Statement or any other materials provided in connection with the Reorganization does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading; and (i) To the knowledge of the Acquiring Funds, no governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934 (the "1934 Act"), the 1940 Act or Delaware law for the execution of this Agreement by AST, for itself and on behalf of the Acquiring Funds, or the performance of the Agreement by AST for itself and on behalf of the Acquiring Funds, except for such consents, approvals, authorizations and filings as have been contemplated by this Agreement, and except for such consents, approvals, authorizations and filings as may be required after the Closing Date. 5.2 PIC Trust, on behalf of the Acquired Funds, represents and warrants to the Acquiring Funds as follows: (a) PIC Trust was duly created pursuant to its Agreement and Declaration of Trust by its trustees for the purpose of acting as a management investment company under the 1940 Act and is validly existing under the laws of Delaware, and its Agreement and Declaration of Trust directs its trustees to manage the affairs of PIC Trust and grants them all powers necessary or desirable to carry out such responsibility, including administering PIC Trust's business as currently conducted by PIC Trust and as described in the current prospectuses of the Acquired Funds. PIC Trust is registered as an investment company classified as an open-end management company under the 1940 Act and its registration with the SEC as an investment company is in full force and effect; (b) All of the issued and outstanding shares of the Acquired Funds have been offered and sold in compliance in all material respects with applicable registration or notice requirements of the 1933 Act and state securities laws; all issued and outstanding shares of each Acquired Fund are, and on the Closing Date will be, duly authorized and validly issued and outstanding, and fully paid and non-assessable, and the Acquired Funds do not have outstanding any options, warrants or other rights to subscribe for or purchase any of their shares, nor is there outstanding any security convertible into any of their shares (other than exchange privileges set forth in the Registration Statement); (c) The Registration Statement, including the current prospectuses and statements of additional information of the Acquired Funds, conforms or will conform, at all times up to and including the Closing Date, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the regulations thereunder and does not include and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (d) The Acquired Funds are not in breach or violation of, and the execution, delivery and performance of this Agreement by the Acquired Funds does not and will not (i) violate PIC Trust's Agreement and Declaration of Trust or By-Laws, or (ii) result in a breach of, violate, or constitute a default under, any material agreement or material instrument to which PIC Trust is a party or by its properties or assets are bound; (e) Except as previously disclosed in writing to AST, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to PIC Trust's knowledge, threatened against PIC Trust or its business, the Acquired Funds or any of their properties or assets which, if adversely determined, would materially and adversely affect PIC Trust or the Acquired Funds' financial condition or the conduct of their business. PIC Trust knows of no facts that might form the basis for the institution of any such proceeding or investigation, and the Acquired Funds are not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects, or is reasonably likely to materially and adversely affect, their business or their ability to consummate the transactions contemplated herein; (f) The Statement of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of the Acquired Funds as of and for the period ended October 31, 2002, audited by PricewaterhouseCoopers LLP (copies of which have been or will be furnished to the Acquiring Funds) fairly present, in all material respects, each Acquired Fund's financial condition as of such date and its results of operations for such period in accordance with generally accepted accounting principles consistently applied, and as of such date there were no liabilities of the Acquired Funds (contingent or otherwise) known to the Acquired Funds that were not disclosed therein but that would be required to be disclosed therein in accordance with generally accepted accounting principles; (g) Since the date of its most recent audited financial statements, there has not been any material adverse change in any Acquired Fund's financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Funds of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed in writing to and accepted by the Acquiring Funds, prior to the Closing Date (for the purposes of this subparagraph (f), neither a decline in an Acquired Fund's net asset value per share nor a decrease in an Acquired Fund's size due to redemptions shall be deemed to constitute a material adverse change); (h) All federal and other tax returns and reports of the Acquired Funds required by law to be filed on or before the Closing Date have been filed, and all taxes owed by the Acquired Funds or the Acquired Funds have been paid so far as due, and to the best of the Acquired Funds' knowledge, no such return is currently under audit and no assessment has been asserted with respect to any such return; (i) For each full and partial taxable year from its inception through the Closing Date, each of the Acquired Funds has qualified as a separate regulated investment company under the Code and has taken all necessary and required actions to maintain such status; (j) At the Closing Date, each Acquired Fund will have good and marketable title to its Assets and full right, power and authority to assign, deliver and otherwise transfer such Assets hereunder, and upon delivery and payment for such Assets as contemplated herein, the appropriate Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the ownership or transfer thereof other than such restrictions as might arise under the 1933 Act; (k) The execution, delivery and performance of this Agreement on behalf of the Acquired Funds will have been duly authorized prior to the Closing Date by all necessary action on the part of PIC Trust, its trustees and the Acquired Funds, and this Agreement will constitute a valid and binding obligation the Acquired Funds enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors, rights and to general equity principles; (l) From the effective date of the Registration Statement through the time of the meeting of the Acquired Funds Investors, and on the Closing Date, the Proxy Materials (exclusive of the portions of the Acquiring Funds' Prospectuses contained or incorporated by reference therein, and exclusive of any written information furnished by the Acquired Funds with respect to the corresponding Acquiring Fund): (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and as of such dates and times, any written information furnished by PIC Trust, on behalf of the Acquired Funds, for use in the Registration Statement or in any other manner that may be necessary in connection with the transactions contemplated hereby will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading; and (m) To the knowledge of the Acquired Funds, no governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for the execution of this Agreement by PIC Trust, for itself and on behalf of the Acquired Funds, or the performance of the Agreement by PIC Trust, for itself and on behalf of the Acquired Funds, except for such consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED FUNDS The obligations of the Acquired Funds to consummate the Reorganization shall be subject to the performance by each Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions with respect to the corresponding Acquiring Fund: 6.1 All representations and warranties of AST with respect to the Acquiring Funds contained herein shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated herein, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 AST, on behalf of the Acquiring Funds, shall have delivered to PIC Trust, on behalf of the Acquired Funds, at the Closing a certificate executed on behalf of each Acquiring Fund by any two of AST's President, Secretary or Treasurer in a form reasonably satisfactory to PIC Trust and dated as of the Closing Date, to the effect that the representations and warranties of AST with respect to the Acquiring Funds made herein are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated herein, and as to such other matters as the Acquired Funds shall reasonably request. 6.3 Unless waived by PIC Trust, the Acquired Funds shall have received at the Closing assurances of an officer of AST, in a form reasonably satisfactory to PIC Trust, substantially to the effect that: (a) AST is a duly registered, open-end, management investment company, and its registration with the SEC as an investment company under the 1940 Act is in full force and effect; (b) AST is a statutory trust duly created pursuant to its Agreement and Declaration of Trust, is validly existing and in good standing under the laws of Delaware, and the Agreement and Declaration of Trust directs its trustees to manage the affairs of AST and the Acquiring Funds and grants them all powers necessary or desirable to carry out such responsibility, including administering the Acquiring Funds' business as described in the prospectuses of the Acquiring Funds; (c) this Agreement has been duly authorized, executed and delivered by AST on behalf of AST and the Acquiring Funds and, assuming due authorization, execution and delivery of this Agreement on behalf of the Acquired Funds, is a valid and binding obligation of AST, enforceable against AST in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors, rights and to general equity principles; (d) the Acquiring Funds Shares to be issued to the corresponding Acquired Funds and then distributed to the Acquired Funds Investors pursuant to this Agreement are duly registered under the 1933 Act on the appropriate form, and are duly authorized and upon such issuance will be validly issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Funds has any preemptive rights to subscription or purchase in respect thereof; (e) the Registration Statement has become effective with the SEC and, to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or threatened; (f) to the knowledge of such officer, no consent, approval, authorization, filing or order of any court or governmental authority of the United States or any state is required for the consummation of the Reorganization with respect to the Acquiring Funds, except for such consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required after the Closing Date; and (g) to the knowledge of such officer, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to AST or the Acquiring Funds or any of their properties or assets and neither AST nor any of the Acquiring Funds is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business. 6.4 With respect to AST, its Board of Trustees shall have determined that the Reorganization is in the best interests of the Acquiring Funds. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUNDS The obligations of AST to consummate the Reorganization with respect to the Acquiring Funds shall be subject to the performance by AST of all the obligations to be performed by it hereunder, with respect to PIC Trust and the Acquired Funds, on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of PIC Trust on behalf of the Acquired Funds contained herein shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. 7.2 PIC Trust, on behalf of the Acquired Funds, shall have delivered to the Acquiring Funds at the Closing a certificate executed on behalf of each Acquired Fund, by any two of PIC Trust's President, Secretary or Treasurer, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of PIC Trust and the Acquired Fund made herein are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated herein and as to such other matters as the Acquiring Funds shall reasonably request. 7.3 The Acquiring Funds shall have received at the Closing assurances of an officer of PIC Trust, in a form reasonably satisfactory to the Acquiring Funds, substantially to the effect that: (a) PIC Trust is a duly registered, open-end, management investment company, and its registration with the SEC as an investment company under the 1940 Act is in full force and effect; (b) PIC Trust is a statutory trust duly created pursuant to its Agreement and Declaration of Trust, is validly existing and in good standing under the laws of Delaware, and the Agreement and Declaration of Trust directs its trustees to manage the affairs of PIC Trust and the Acquired Funds and grants them all powers necessary or desirable to carry out such responsibility, including administering the Acquired Funds' business as described in the current prospectuses of the Acquired Funds; (c) this Agreement has been duly authorized, executed and delivered by the PIC Trust and, assuming due authorization, execution and delivery of this Agreement on behalf of the Acquiring Funds, is a valid and binding obligation of PIC Trust, enforceable against PIC Trust in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors, rights and to general equity principles; (d) to the knowledge of such officer, no consent, approval, authorization, filing or order of any court or governmental authority of the United States or any state is required for the consummation of the Reorganization with respect to the Acquired Funds, except for such consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date; (e) to the knowledge of such officer, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to PIC Trust or the Acquired Funds or any of their properties or assets and neither PIC Trust nor any of the Acquired Funds is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely effects its business; (f) the Acquired Funds Shares then issued and outstanding are duly registered under the 1933 Act on the appropriate form, and are duly authorized and are validly issued and outstanding and fully paid and non-assessable, and no shareholder of the corresponding Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; and (g) the registration statement of the Acquired Funds is effective with the SEC and, to such officer's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or threatened. 7.4 With respect to PIC Trust, its Board of Trustees shall have determined that the Reorganization is in the best interests of the Acquired Funds. 7.5 The transfer agent to the Acquired Funds shall have delivered to each of the Acquiring Funds at the Closing a certificate executed on its own behalf by an authorized officer in form and substance satisfactory to each of the Acquiring Funds and dated as of the Closing Date, to the effect that the shareholder records of each Acquired Fund are in good order and as to such other matters as the corresponding Acquiring Fund shall reasonably request. 7.6 PIC Trust shall arrange to make the Acquired Funds' auditors available to the Acquiring Funds and its agents to answer their questions at a mutually agreeable time prior to the Closing. 8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS AND THE ACQUIRED FUNDS The obligations of the Acquiring Funds and of the Acquired Funds herein are each subject to the further conditions that on or before the Closing Date with respect to the Acquiring Funds and the Acquired Funds: 8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of each of the Acquired Funds in accordance with the provisions of the PIC Trust's Agreement and Declaration of Trust and the requirements of the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to AST. 8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or any of the transactions contemplated herein. 8.3 All consents of other parties and all other consents, orders, approvals and permits of federal, state and local regulatory authorities (including, without limitation, those of the SEC and of state securities authorities) deemed necessary by AST, on behalf of the Acquiring Funds, or PIC Trust, on behalf of the Acquired Funds, to permit consummation, in all material respects, of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order or permit would not, in the opinion of the party asserting that the condition to closing has not been satisfied, involve a risk of a material adverse effect on the assets or properties of the Acquiring Funds or the Acquired Funds. 8.4 The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.5 The Acquiring Funds and the Acquired Funds shall have received an opinion of counsel to AST substantially to the effect that for federal income tax purposes: (a) the transfer by each Acquired Fund of the Assets in exchange for the corresponding Acquiring Fund Shares and the assumption by the appropriate Acquiring Fund of the Liabilities will constitute a "reorganization" within the meaning of Section 368(a) of the Code and each Acquiring Fund and corresponding Acquired Fund are "parties to a reorganization" within the meaning of Section 368(b) of the Code; (b) no gain or loss will be recognized by any Acquiring Fund upon the receipt of the Assets solely in exchange for the corresponding Acquiring Fund Shares and the assumption by the appropriate Acquiring Fund of the Liabilities; (c) no gain or loss will be recognized by any Acquired Fund upon the transfer of the Assets to the corresponding Acquiring Fund and the assumption by the appropriate Acquiring Fund of the Liabilities in exchange for the Acquiring Fund Shares or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to the Acquired Fund shareholders in exchange for their shares of the appropriate Acquired Fund; (d) no gain or loss will be recognized by any of the Acquired Fund Investors upon the exchange of their Acquired Fund Shares for the corresponding Acquiring Fund Shares; (e) the aggregate tax basis for the Acquiring Fund Shares received by each of the Acquired Fund Investors pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares held by such shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Fund Shares to be received by each of the Acquired Fund Investors will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder (provided the Acquired Fund shares were held as capital assets on the date of the Reorganization); and (f) the tax basis of each of the Acquired Fund assets acquired by the corresponding Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Reorganization, and the holding period of the assets of each Acquired Fund in the hands of the corresponding Acquiring Fund will include the period during which those assets were held by the Acquired Fund. 9. EXPENSES 9.1 Except as may be otherwise provided herein, each of the Acquired Funds and the Acquiring Funds shall be liable for its respective expenses incurred in connection with entering into and carrying out the provisions of this Agreement, whether or not the transactions contemplated hereby are consummated. The expenses payable by: (a) the Acquired Funds hereunder shall include (i) fees and expenses of its counsel and independent auditors incurred in connection with the Reorganization; (ii) expenses associated with printing and mailing the Prospectus/Proxy Statement and soliciting proxies in connection with the meeting of shareholders of the Acquired Funds referred to in paragraph 4.1 hereof; (iii) all fees and expenses related to the liquidation of the Acquired Funds; (iv) fees and expenses of the Acquired Funds' custodian and transfer agent(s) incurred in connection with the Reorganization; and (v) any special pricing fees associated with the valuation of the Acquired Funds' portfolio on the Applicable Valuation Date. (b) the Acquiring Funds hereunder shall include (i) fees and expenses of its counsel and independent auditors incurred in connection with the Reorganization; (ii) expenses associated with preparing this Agreement and preparing and filing the Registration Statement under the 1933 Act covering the Acquiring Funds Shares to be issued in the Reorganization; (iii) registration or qualification fees and expenses of preparing and filing such forms, if any, as are necessary under applicable state securities laws to qualify the Acquiring Fund Shares to be issued in connection with the Reorganization; (iv) any fees and expenses of the Acquiring Funds' custodian and transfer agent(s) incurred in connection with the Reorganization; and (v) any special pricing fees associated with the valuation of the Acquiring Funds' portfolio on the Applicable Valuation Date. 9.2 Provident Investment Counsel, Inc. shall be responsible for all expenses in connection with the Reorganization, except as set forth in this paragraph 9.2, and shall reimburse each of the Acquiring Funds and the Acquired Funds for all expenses incurred by it in connection with the Reorganization and with this Agreement. 10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES 10.1 This Agreement constitutes the entire agreement among the parties and supersedes any prior or contemporaneous understanding or arrangement with respect to the subject matter hereof. 10.2 The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein. 11. TERMINATION 11.1 This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing by either AST or PIC Trust, if (a) the other party shall have breached any material provision of this Agreement; (b) circumstances develop that, in the opinion of either party, make proceeding with the Agreement inadvisable; or (c) any governmental body shall have issued an order, decree or ruling having the effect of permanently enjoining, restraining or otherwise prohibiting the consummation of this Agreement. 11.2 In the event of any termination pursuant to Section 11.1(b) or (c), there shall be no liability for damage on the part of either party to the other party respecting such termination. 12. AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of PIC Trust, on behalf of the Acquired Funds, and officers of AST, on behalf of the Acquiring Funds; provided, however, that following the meeting of the shareholders of the Acquired Funds, no such amendment may have the effect of changing the provisions for determining the number of shares of the Acquiring Funds to be to the Acquired Funds Investors under this Agreement to the detriment of such Acquired Funds Investors, or otherwise materially and adversely affecting the Acquired Funds, without the Acquired Funds obtaining the Acquired Funds Investors' approvals except that nothing in this paragraph 12 shall be construed to prohibit the Acquiring Funds and the Acquired Funds from amending this Agreement to change the Closing Date or Applicable Valuation Date by mutual agreement. 13. INDEMNIFICATION (a) AST and the Acquiring Funds agree to indemnify PIC Trust and the Acquired Funds, the trustees and officers (in their capacity as trustees or officers), and agents from all liabilities that may arise in connection with, or as a result of, a breach of a representation or warranty made by AST or the Acquiring Funds under this Agreement. No party shall be entitled to indemnification under this Agreement unless written notice of the events or circumstances giving rise to such claim for indemnification has been provided to the indemnifying party or parties no later than two (2) years after the Closing Date; and (b) PIC Trust and the Acquired Funds agree to indemnify AST and the Acquiring Funds, the trustees and officers (in their capacity as trustees and officers), and agents from all liabilities that may arise in connection with, or as a result of, a breach of a representation or warranty made by the Acquired Fund under this Agreement; provided, however, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Acquired Fund shall be enforceable against the property of such Acquired Fund only, as a series of PIC Trust, and not against the assets of any other Acquired Fund or against PIC Trust generally. No party shall be entitled to indemnification under this Agreement unless written notice of the events or circumstances giving rise to such claim for indemnification has been provided to the indemnifying party or parties no later than two (2) years after the Closing Date. 14. NOTICES Any notice, report, statement or demand required or permitted by any provision of this Agreement shall be in writing and shall be given by facsimile, certified mail or overnight express courier addressed to: For AST, on behalf of itself and the Acquiring Funds: Advisors Series Trust 2020 East Financial Way Glendora California 91741 Attention: Eric M. Banhazl President & Trustee For PIC Trust, on behalf of the Acquired Funds: PIC Investment Trust 300 North Lake Avenue Pasadena, CA 91101 Attention: Thomas M. Mitchell President For Provident Investment Counsel, Inc.: Provident Investment Counsel, Inc. 300 North Lake Avenue Pasadena, CA 91101 Attention: Thomas M. Mitchell Managing Director 15. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY 15.1 The article and paragraph headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to Articles, paragraphs, subparagraphs or Exhibits shall be construed as referring to Articles, paragraphs or subparagraphs hereof or Exhibits hereto, respectively. Whenever the terms "hereto", "hereunder", "herein" or "hereof" are used in this Agreement, they shall be construed as referring to this entire Agreement, rather than to any individual Article, paragraph, subparagraph or sentence. 15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 15.3 This Agreement shall be governed by and construed in accordance with the laws of Delaware (without regard to rules regarding choice of law). 15.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed by its authorized officer. Advisors Series Trust, for itself and on behalf of Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Twenty Fund, and Provident Investment Counsel Mid Cap Fund By: ------------------------------------------------- Eric M. Banhazl President and Trustee PIC INVESTMENT TRUST: for itself and on behalf of Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I, and Provident Investment Counsel Mid Cap Fund B By: ------------------------------------------------- Thomas M. Mitchell President PROVIDENT INVESTMENT COUNSEL, INC. with respect to its obligations under Paragraph 9.2: By: ------------------------------------------------ Thomas M. Mitchell Managing Director EX-99.6 4 advisory.txt FORM OF INVESTMENT ADVISORY AGREEMENT ADVISORS SERIES TRUST INVESTMENT ADVISORY AGREEMENT (Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Mid Cap Fund, and Provident Investment Counsel Twenty Fund) THIS INVESTMENT ADVISORY AGREEMENT is made as of the ____ day of ___________, 2003, by and between Advisors Series Trust, a Delaware business trust (hereinafter called the "Trust"), on behalf of the following series of the Trust, Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Mid Cap Fund, and Provident Investment Counsel Twenty Fund (the "Funds") and Provident Investment Counsel, Inc., a Massachusetts corporation (hereinafter called the "Advisor"). WITNESSETH: WHEREAS, the Trust is an open-end management investment company, registered as such under the Investment Company Act of 1940 (the "Investment Company Act"); and WHEREAS, the Funds are a series of the Trust having separate assets and liabilities; and WHEREAS, the Advisor is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act") (or is exempt from registration) and is engaged in the business of supplying investment advice as an independent contractor; and WHEREAS, the Trust desires to retain the Advisor to render advice and services to the Funds pursuant to the terms and provisions of this Agreement, and the Advisor desires to furnish said advice and services; NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties to this Agreement, intending to be legally bound hereby, mutually agree as follows: 1. APPOINTMENT OF ADVISOR. The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Funds for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust's Board of Trustees. 2. DUTIES OF ADVISOR. (a) General Duties. The Advisor shall act as investment adviser to the Funds and shall supervise investments of the Funds on behalf of the Funds in accordance with the investment objectives, policies and restrictions of the Funds as set forth in the Funds' and Trust's governing documents, including, without limitation, the Trust's Agreement and Declaration of Trust and By-Laws; the Funds' prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Funds with advice and recommendations with respect to the investment of the Funds' assets and the purchase and sale of portfolio securities for the Funds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Funds, subject to the ultimate supervision and direction of the Trust's Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 for the Fund, and take other actions on behalf of the Funds; (iv) maintain the books and records required to be maintained by the Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Funds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Funds' assets which the Funds' administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust's Board of Trustees such periodic and special reports with respect to each Funds' investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. (b) Brokerage. The Advisor shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Advisor shall not direct order to an affiliated person of the Advisor without general prior authorization to use such affiliated broker or dealer for the Trust's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Advisor may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Funds on a continuing basis. The price to the Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities with respect to the Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Advisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Advisor shall determine, and the Advisor shall report on such allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Funds as well as of other clients, the Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients. 3. REPRESENTATIONS OF THE ADVISOR. (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Funds as contemplated by this Agreement. (b) The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order. (c) The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act , and any other applicable state and/or self-regulatory organization regulations. (d) The Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement. 4. INDEPENDENT CONTRACTOR. The Advisor shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent for the Trust or for the Funds. It is expressly understood and agreed that the services to be rendered by the Advisor to the Funds under the provisions of this Agreement are not to be deemed exclusive, and the Advisor shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby. 5. ADVISOR'S PERSONNEL. The Advisor shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Advisor shall be deemed to include persons employed or retained by the Advisor to furnish statistical information, research, and other factual information, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Advisor or the Trust's Board of Trustees may desire and reasonably request. 6. EXPENSES. (a) With respect to the operation of the Funds, the Advisor shall be responsible for (i) providing the personnel, office space and equipment reasonably necessary for the operation of the Fund, (ii) the expenses of printing and distributing extra copies of the Funds' prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders), and (iii) the costs of any special Board of Trustees meetings or shareholder meetings convened for the primary benefit of the Advisor. If the Advisor has agreed to limit the operating expenses of the Funds, the Advisor shall also be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit. (b) The Funds are responsible for and has assumed the obligation for payment of all of its expenses, other than as stated in Subparagraph 6(a) above, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the Investment Company Act; taxes, if any; a pro rata portion of expenditures in connection with meetings of the Funds' shareholders and the Trust's Board of Trustees that are properly payable by the Funds; salaries and expenses of officers and fees and expenses of members of the Trust's Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Advisor; insurance premiums on property or personnel of each Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Funds or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed. (c) The Advisor may voluntarily absorb certain expenses of the Funds or waive the Advisor's own advisory fee. (d) To the extent the Advisor incurs any costs by assuming expenses which are an obligation of the Funds as set forth herein, the Funds shall promptly reimburse the Advisor for such costs and expenses, except to the extent the Advisor has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Advisor, the Advisor shall be entitled to recover from such Fund to the extent of the Advisor's actual costs for providing such services. In determining the Advisor's actual costs, the Advisor may take into account an allocated portion of the salaries and overhead of personnel performing such services. 7. INVESTMENT ADVISORY AND MANAGEMENT FEE. (a) The Funds shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, an annual management fee at the rate set forth in Schedule A to this Agreement. (b) The management fee shall be accrued daily by the Funds and paid to the Advisor on the first business day of the succeeding month. (c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Funds and as required under any expense limitation applicable to a Fund. (e) The Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of each Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. (f) Any such reductions made by the Advisor in its fees or payment of expenses which are the Funds' obligation are subject to reimbursement by the Funds to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Funds toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on each Fund's expenses. Under the expense limitation agreement, the Advisor may recoup reimbursements made in any fiscal year of the Funds over the following three fiscal years. Any such reimbursement is also contingent upon Board of Trustees review and approval at time the reimbursement is made. Such reimbursement may not be paid prior to the Funds' payment of current ordinary operating expenses. (g) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder. 8. NO SHORTING; NO BORROWING. The Advisor agrees that neither it nor any of its officers or employees shall take any short position in the shares of the Funds. This prohibition shall not prevent the purchase of such shares by any of the officers or employees of the Advisor or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the Investment Company Act. The Advisor agrees that neither it nor any of its officers or employees shall borrow from the Funds or pledge or use the Funds' assets in connection with any borrowing not directly for the Funds' benefit. For this purpose, failure to pay any amount due and payable to the Funds for a period of more than thirty (30) days shall constitute a borrowing. 9. CONFLICTS WITH TRUST'S GOVERNING DOCUMENTS AND APPLICABLE LAWS. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust's Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and Funds. In this connection, the Advisor acknowledges that the Trustees retain ultimate plenary authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of shareholders. 10. REPORTS AND ACCESS. The Advisor agrees to supply such information to the Funds' administrator and to permit such compliance inspections by the Funds' administrator as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Trustees. 11. ADVISOR'S LIABILITIES AND INDEMNIFICATION. (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Funds' offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein. (b) The Advisor shall be liable to the Funds for any loss (including brokerage charges) incurred by the Fund as a result of any improper investment made by the Advisor. (c) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Advisor, the Advisor shall not be subject to liability to the Trust or the Funds or to any shareholder of the Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds. (d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other party (any such person, an "Indemnified Party") against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act. 12. NON-EXCLUSIVITY; TRADING FOR ADVISOR'S OWN ACCOUNT. The Trust's employment of the Advisor is not an exclusive arrangement. The Trust may from time to time employ other individuals or entities to furnish it with the services provided for herein. Likewise, the Advisor may act as investment adviser for any other person, and shall not in any way be limited or restricted from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which will adversely affect the performance of its obligations to the Fund under this Agreement; and provided further that the Advisor will adhere to a code of ethics governing employee trading and trading for proprietary accounts that conforms to the requirements of the Investment Company Act and the Advisers Act and has been approved by the Trust's Board of Trustees. 13. TERM. This Agreement shall become effective at the time the Funds commence operations pursuant to an effective amendment to the Trust's Registration Statement under the Securities Act of 1933 and shall remain in effect for a period of two (2) years, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Funds at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of each Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms "majority of the outstanding voting securities" and "interested persons" shall have the meanings as set forth in the Investment Company Act. 14. RIGHT TO USE NAME The Advisor warrants that the Funds' name is not deceptive or misleading and that the Advisor has rights to any distinctive name used by the Funds. The Fund acknowledges that its use of any distinctive name is derivative of its relationship with the Advisor. The Fund may use the names "Provident Investment Counsel", "Provident", "PIC" or any name derived from or using such names only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Funds shall cease to use such a name or any other name connected with the Advisor. 15. TERMINATION; NO ASSIGNMENT. (a) This Agreement may be terminated by the Trust on behalf of the Funds at any time without payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of a Fund, upon sixty (60) days' written notice to the Advisor, and by the Advisor upon sixty (60) days' written notice to the Funds. In the event of a termination, the Advisor shall cooperate in the orderly transfer of the Funds' affairs and, at the request of the Board of Trustees, transfer any and all books and records of the Funds maintained by the Advisor on behalf of the Fund. (b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act. 16. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. 17. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 18. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act and the Advisers Act and any rules and regulations promulgated thereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all on the day and year first above written. ADVISORS SERIES TRUST on behalf of the Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Mid Cap Fund and Provident Investment Counsel Twenty Fund By: --------------------------- Name: --------------------------- Title: --------------------------- PROVIDENT INVESTMENT COUNSEL, INC. By: --------------------------- Name: --------------------------- Title: --------------------------- SCHEDULE A Series or Fund of Advisors Series Trust Annual Fee rate ------------------------------------------------- --------------- Provident Investment Counsel Growth Fund 0.80% of average net assets Provident Investment Counsel Small Cap Growth Fund 0.80% of average net assets Provident Investment Counsel Mid Cap Fund 0.70% of average net assets Provident Investment Counsel Twenty Fund 0.90% of average net assets EX-99.6 5 operatingexp.txt FORM OF OPERATING EXPENSE AGREEMENT ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective as of the __ day of _________, 2003, by and between Advisors Series Trust, a Delaware statutory trust (the "Trust"), on behalf of Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Mid Cap Fund, and the Provident Investment Counsel Twenty Fund (the "Funds"), each a series of the Trust, and the Advisor of the Fund, Provident Investment Counsel, Inc., a Massachusetts corporation (the "Advisor"). WITNESSETH: WHEREAS, the Advisor renders advice and services to the Funds pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated as of the ___ day of _______ 2003, (the "Investment Advisory Agreement"); and WHEREAS, the Funds are responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Investment Advisory Agreement that have not been assumed by the Advisor; and WHEREAS, the Advisor desires to limit the Funds' Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of the Fund) desires to allow the Advisor to implement those limits; NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound hereby, mutually agree as follows: 1. LIMIT ON OPERATING EXPENSES. The Advisor hereby agrees to limit the Funds' current Operating Expenses to an annual rate, expressed as a percentage of the respective average annual net assets to the amounts listed in Appendix A (the "Annual Limits") with respect to each Fund and Class so listed. In the event that the current Operating Expenses of a Fund or Class, as accrued each month, exceeds its Annual Limit, the Advisor will pay to the Fund or Class, on a monthly basis, the excess expense within 30 days of being notified that an excess expense payment is due. 2. DEFINITION. For purposes of this Agreement, the term "Operating Expenses" with respect to a Fund or Class, is defined to include all expenses necessary or appropriate for the operation of a Fund or Class, including the Advisor's investment advisory or management fee detailed in the Investment Advisory Agreement, any Rule 12b-1 fees and other expenses described in the Investment Advisory Agreement, but does not include any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation. 3. REIMBURSEMENT OF FEES AND EXPENSES. The Advisor retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same terms and conditions as it is permitted to receive reimbursement of reductions of its investment management fee under the Investment Advisory Agreement. 4. TERM. This Agreement shall become effective on the date specified herein and shall remain in effect indefinitely and for a period of not less than one year, unless sooner terminated as provided in Paragraph 5 of this Agreement. 5. TERMINATION. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the Trust, on behalf of a Fund or Class, upon sixty (60) days' written notice to the Advisor. This Agreement may not be terminated by the Advisor without the consent of the Board of Trustees of the Trust, which consent will not be unreasonably withheld. This Agreement will automatically terminate if the Investment Advisory Agreement is terminated, with such termination effective upon the effective date of the Investment Advisory Agreement's termination. 6. ASSIGNMENT. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party. 7. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. 8. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940, and the Investment Advisers Act of 1940, and any rules and regulations promulgated thereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written. ADVISORS SERIES TRUST on behalf of Provident Investment Counsel Growth Fund - Class I, Provident Investment Counsel Small Cap Growth Fund - Class I, Provident Investment Counsel Small Cap Growth Fund - Class A, Provident Investment Counsel Mid Cap Fund - Class B and Provident Investment Counsel Twenty Fund - Class I By: --------------------------- Name: --------------------------- Title: --------------------------- PROVIDENT INVESTMENT COUNSEL, INC. By: --------------------------- Name: --------------------------- Title: --------------------------- Appendix A Operating Fund Expense Limit - ------ ------------------- Provident Investment Counsel Growth Fund - Class I 0.95% Provident Investment Counsel Small Cap Growth Fund - Class I 1.00% Provident Investment Counsel Small Cap Growth Fund - Class A 1.40% Provident Investment Counsel Mid Cap Fund - Class B 1.65% Provident Investment Counsel Twenty Fund - Class I 1.10% EX-99.10 6 plan12b1.txt FORM OF DISTRIBUTION (12B-1) PLAN ADVISORS SERIES TRUST SHARE MARKETING PLAN (Rule 12b-1 Plan) (Fixed Compensation Plan in which Advisor Acts as Distribution Coordinator) This Share Marketing Plan (the "Plan") is adopted in accordance with Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, (the "Company Act"), by Advisors Series Trust (the "Trust") with respect to the following series: the Class A shares of the Provident Investment Counsel Small Cap Growth Fund and Class B shares of the Provident Investment Counsel Mid Cap Fund (the "Funds"). The Plan has been approved by a majority of the Trust's Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "Independent Trustees"), cast in person at a meeting called for the purpose of voting on the Plan. In reviewing the Plan, the Board of Trustees considered the proposed range and nature of payments and terms of the investment advisory agreement between the Trust on behalf of the Funds and Provident Investment Counsel, Inc. (the "Advisor") and the nature and amount of other payments, fees and commissions that may be paid to the Advisor, its affiliates and other agents of the Trust. The Board of Trustees, including the Independent Trustees, concluded that the proposed overall compensation of the Advisor and its affiliates was fair and not excessive. In its considerations, the Board of Trustees also recognized that uncertainty may exist from time to time with respect to whether payments to be made by the Funds to the Advisor, as the initial "distribution coordinator," or other firms under agreements with respect to the Funds may be deemed to constitute impermissible distribution expenses. As a general rule, an investment company may not finance any activity primarily intended to result in the sale of its shares, except pursuant to the Rule. Accordingly, the Board of Trustees determined that the Plan also should provide that payments by the Funds and expenditures made by others out of monies received from the Funds which are later deemed to be for the financing of any activity primarily intended to result in the sale of Fund shares shall be deemed to have been made pursuant to the Plan. The approval of the Board of Trustees included a determination that in the exercise of the Trustees' reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Funds to which the Plan applies and its shareholders. The provisions of the Plan are as follows: 1. Compensation. Each Fund will pay to the Advisor, as the Funds' distribution coordinator, an annual fee for the Advisor's services in connection with the promotion and distribution of the Funds' shares and related shareholder servicing (collectively, "Distribution Expenses"). The annual fee paid to the Advisor for distribution and promotion under the Plan will be calculated daily and paid monthly by Class A shares of the Provident Investment Counsel Small Cap Growth Fund and by Class B shares of the Provident Investment Counsel Mid Cap Fund at an annual rate of up to 0.25% and up to 0.75%, respectively, of the average daily net assets of the Fund. This fee is not tied exclusively to actual distribution expenses, and the fee may exceed the expenses actually incurred. Payments of this fee shall be subject to any limitation set forth in applicable regulations of the National Association of Securities Dealers. As compensation for providing administrative, shareholder and shareholder-related assistance with respect to Class B shares of the Provident Investment Counsel Mid Cap Fund or its shareholders, a shareholder servicing fee, which shall be accrued daily at a rate of 0.25% per annum of the average daily net assets attributable to the B shares of the Provident Investment Counsel Mid Cap Fund will be paid to the Advisor monthly. 2. Services Covered by the Plan. The fee paid under Section 1 of the Plan is intended to compensate the Advisor for performing the following kinds of services (but this list should not be viewed as exclusive of other similar services): services primarily intended to result in the sale of each Fund's shares ("distribution services"), including, but not limited to: (a) making payments, including incentive compensation, to agents for and consultants to the Advisor, any affiliate of the Advisor or the Trust, including pension administration firms that provide distribution and shareholder related services and broker-dealers that engage in the distribution of each Fund's shares; (b) making payments to persons who provide support services in connection with the distribution of each Fund's shares and related servicing of each Fund's shareholders, including, but not limited to, personnel of the Advisor, office space and equipment, telephone facilities, answering routine inquiries regarding each Fund, processing shareholder transactions and providing any other shareholder services not otherwise provided by the Trust's transfer agency or other servicing arrangements; (c) formulating and implementing marketing and promotional activities, including, but not limited to, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (d) printing and distributing prospectuses, statements of additional information and reports of each Fund to prospective shareholders of each Fund; (e) preparing, printing and distributing sales literature pertaining to each Fund; and (f) obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Trust may, from time to time, deem advisable. Such services and activities shall be deemed to be covered by this Plan whether performed directly by the Advisor or by a third party. 3. Written Reports. The Advisor (or Fund administrator) shall furnish to the Board of Trustees of the Trust, for its review, on a quarterly basis, a written report of the monies paid to the Advisor under the Plan with respect to the Funds, and shall furnish the Board of Trustees of the Trust with such other information as the Board of Trustees may reasonably request in connection with the payments made under the Plan in order to enable the Board of Trustees to make an informed determination of whether the Plan should be continued as to the Fund. 4. Termination. The Plan may be terminated as to the Funds at any time, without penalty, by a vote of a majority of the Independent Trustees or by vote of a majority of the outstanding securities of the Funds, and the Distribution Coordination Agreement under the Plan may be likewise terminated on sixty (60) days' written notice. Failure to renew the Plan on an annual basis within 15 months of its last prior renewal (or approval date) shall also constitute termination of the Plan. Assignment of the Distribution Coordination Agreement will automatically terminate it. Once either the Plan or the Distribution Coordination Agreement is terminated, no further payments shall be made under the Plan relating to the Funds with respect to services performed or costs incurred after the date of termination or with respect to unreimbursed current or carried forward Distribution Expenses as of the date of termination. 5. Amendments. The Plan and the Distribution Coordination Agreement may be amended with the approval of the Board of Trustees of the Trust provided that neither the Plan nor the Distribution Coordination Agreement may be amended to increase materially the amount to be spent for distribution and related servicing of shares without approval by a majority of the outstanding Funds' shares. All material amendments to the Plan and the Distribution Coordination Agreement shall also be approved by the Independent Trustees cast in person at a meeting called for the purpose of voting on any such amendment. 6. Selection of Independent Trustees. So long as the Plan is in effect, the selection and nomination of the Trust's Independent Trustees shall be committed to the discretion of such Independent Trustees. 7. Effective Date of Plan. The Plan shall take effect at such time as it has received requisite Trustee and shareholder approval and, unless sooner terminated, shall continue in effect for a period of more than one year from the date of its execution only so long as such continuance is specifically approved at least annually by the Board of Trustees of the Trust, including the Independent Trustees, cast in person at a meeting called for the purpose of voting on such continuance. 8. Preservation of Materials. The Trust will preserve copies of the Plan, any agreements relating to the Plan and any report made pursuant to Sections 3 and 5 above, for a period of not less than six years (the first two years in an easily accessible place) from the date of the Plan, agreement or report. 9. Meanings of Certain Terms. As used in the Plan, the terms "interested person" and "majority of the outstanding voting securities" will be deemed to have the same meaning that those terms have under the Company Act and the rules and regulations under the Company Act, subject to any exemption that may be granted to the Trust under the Company Act by the Securities and Exchange Commission. Dated: ______________, 2003. ADVISORS SERIES TRUST Distribution Coordination Agreement Provident Investment Counsel, Inc. 300 North Lake Avenue Pasadena, CA 91101 Ladies and Gentlemen: This Distribution Coordination Agreement ("Agreement") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Company Act") by Advisors Series Trust (the "Trust"), on behalf of the following series of the Trust: Class A shares of the Provident Investment Counsel Small Cap Growth Fund and Class B shares of the Provident Investment Counsel Mid Cap Fund (the "Funds"), and is governed by the terms of the Trust's Share Marketing Plan pursuant to Rule 12b-1 (the "Plan"). The Plan has been approved by a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan (the "Independent Trustees"), cast in person at a meeting called for the purpose of voting on such Plan. Such approval included a determination that in the exercise of the reasonable business judgment of the Board of Trustees and in light of the Trustees' fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Funds and its shareholders. I. To the extent you, in your capacity as the Distribution Coordinator pursuant to this Agreement, provide eligible shareholder services of the type identified in the Plan to the Funds, we shall pay you a monthly fee based on the average net asset value of the Funds. II. In no event may the aggregate annual fee paid to you pursuant to the Plan with respect to the Provident Investment Counsel Small Cap Growth Fund and the Provident Investment Counsel Mid Cap Fund exceed 0.25% and 1.00%, respectively, of the value of the net assets of the Fund (determined in the same manner as the Fund uses to compute its net assets as set forth in its then-effective Prospectus), without approval by a majority of the outstanding shares of each Fund. III. You shall furnish to the Board of Trustees of the Trust, for its review, on a quarterly basis, a written report of the amounts expended under the Plan by you with respect to the Fund and the purposes for which such expenditures were made. IV. All communications to the Fund shall be sent to you, as Distribution Coordinator for the Funds, at the following address: Provident Investment Counsel, Inc. 300 North Lake Avenue Pasadena, CA 91101 Any notice to you shall be duly given if mailed or telegraphed to you at your address as indicated in this Agreement. V. This Agreement may be terminated by us or by you, by the vote of a majority of the Trustees of the Trust who are Independent Trustees, or by a vote of a majority of the outstanding shares of the Funds, on sixty (60) days' written notice, all without payment of any penalty. This Agreement shall also be terminated automatically in the event of its assignment by you or by any act that terminates the Plan. If this Agreement is terminated your ability to receive fees under the Plan shall be limited as provided for in the Plan. VI. The provisions of the Plan insofar as they relate to you are incorporated herein by reference. This Agreement shall take effect on the date indicated below, and the terms and provisions thereof are hereby accepted and agreed to by us as evidenced by our execution hereof. ADVISORS SERIES TRUST By: ______________________ Authorized Officer Dated: ____________, 2003 Agreed and Accepted: PROVIDENT INVESTMENT COUNSEL, INC. (Distribution Coordinator) By__________________________________ Authorized Officer EX-99.13 7 shareholderservicing.txt FORM OF SHAREHOLDER SERVICING PLAN SHAREHOLDER SERVICING AGREEMENT AGREEMENT, made as of this day of ___, 2003 by and between the Provident Investment Counsel (the "Management Company") and the Advisors Series Trust (the "Trust") on behalf of the Funds listed on Schedule A hereto, as such Schedule A may be amended from time to time (each, a "Fund," and collectively, the "Funds"). W I T N E S S E T H: WHEREAS, the Trust engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940 (the "Act"); and WHEREAS, the Trust requires administration, shareholder and shareholder-related services and the Management Company has developed the capability to provide certain of the services required by the Trust; and WHEREAS, the Trust desires to engage the Management Company to provide such services to each Fund and its shareholders and to provide certain other services which are now or may hereafter be required by the Trust on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and the promises hereinafter set forth, the Trust and the Management Company agree as follows: 1. Shareholder and Shareholders-Related Services to be Provided. The Management Company shall provide such of the following services as are required by the Funds, their shareholders or shareholder representatives such as bank trust departments and registered investment advisers ("Shareholder Representatives"); (a) Direct administrative and shareholder services, consisting of: (i) processing and/or coordinating Fund share purchase and redemption requests transmitted or delivered to the office of the Management Company; (ii) coordinating and implementing bank-to-bank wire transfers in connection with Fund share purchases and redemptions; (iii)executing orders under any offer of exchange offered by the Trust involving concurrent purchases and redemptions of shares of a Fund or shares of another Fund; (iv) responding to telephonic and in-person inquiries from shareholders or Shareholder Representatives requiring information regarding matters such as shareholder account or transaction status, net asset value of Fund shares, Fund performance, Fund services, plans and options, Fund investment policies, Fund portfolio holdings and Fund distributions and taxation thereof; (v) dealing with complaints and correspondence from shareholders or Shareholder Representatives directed to or brought to the attention of the Management Company; (vi) performing sub-accounting for shareholders of record who hold their shares for the benefit of other beneficial owners, including establishing and maintaining accounts and records (such as back-up withholding and tax identification number certifications) for such beneficial owners, including combined statements showing such beneficial owners holdings in all Funds combined. (b) Such other shareholder and shareholder-related services, whether similar to or different from those described in Subparagraph (a) and this Subparagraph (b), each of this Paragraph 1, as the parties may from time to time agree in writing. 2. Other Services to be Provided. The Management Company shall provide such other services required by the Trust as the parties may from time to time agree in writing are appropriate to be provided under this Agreement. In the event that the Management Company provides any services to the Trust, or pays or assumes any Trust expense, which the Management Company is not obligated to provide, pay or assume under this Agreement, the Management Company shall not be obligated hereby to provide the same of any similar service to the Trust or to pay or assume the same or any similar Trust expense in the future; provided, that nothing herein contained shall be deemed to relieve the Management Company of any obligation to the Trust or a Fund under any separate agreement or arrangement between the parties. 3. Shareholder Servicing Fees. As compensation for all services provided and expenses paid or assumed by the Management Company under this Agreement, the Funds shall pay the Management Company a monthly fee at an annual rate, as listed in Schedule A, of the average daily net assets of the Funds. 4. Manner of Providing Services. The Management Company may provide services under this Agreement through its own personnel or by purchasing such services from a third party. If a third party is retained to provide services, any fees payable to such third party shall be paid by the Management Company. 5. Trust Ownership of Records. All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Management Company in connection with the performance of its obligations hereunder, are the property of the Trust and shall be surrendered by the Management Company promptly on request by the Trust; provided, that the Management Company may at its own expense, make and retain copies of any such records. 6. Confidentiality. The Management Company agrees, on its own behalf and on behalf of its employees, agents and contractors, to keep confidential any and all records maintained and other information obtained hereunder which relates to the Trust or to any of the Trust's former, current or prospective shareholders, except that the Management Company may deliver records or divulge information when requested to do so by duly constituted authorities after prior notification to, and approval in writing by, the Trust (which approval will not be unreasonably withheld and may not be withheld by the Trust where the Management Company advises the Trust that it may be exposed to civil or criminal contempt proceedings or other penalties for failure to comply with such request) or whenever requested in writing to do so by the Trust. 7. Services to Other Clients. Nothing herein contained shall limit the freedom of the Management Company or any affiliated person of the Management Company to render services of the types contemplated hereby to other persons, firms or corporations, including but not limited to other investment companies, or to engage in other business activities. 8. Management Company Actions in Reliance on Trust Instructions, Legal Opinions, Etc; Trust Compliance with Law. (a) The Management Company may at any time apply to an officer of the Trust for instructions, and may consult with legal counsel for the Trust or with the Management Company's own legal counsel, in respect of any matter arising in connection with this Agreement; and the Management Company shall not be liable for any actions taken or omitted to be taken in good faith and with due care in accordance with such instructions or with the advice or opinion of such legal counsel. The Management Company shall be protected in acting upon any such instructions, advice or opinion and upon any other paper or document delivered by the Trust or such legal counsel which the Management Company believes to be genuine and to have been signed by the proper person or persons, and the Management Company shall not be held to have notice of any change of status or authority of any officer or representative of the Trust, until receipt of written notice thereof from the Trust. (b) Except as otherwise provided in this Agreement or in any separate agreement between the parties and except for the accuracy of information furnished to the Trust by the Management Company, the Trust assumes full responsibility for the preparation, contents, filing and distribution of its Prospectus and Statement of Additional Information, and full responsibility for other documents or actions required for compliance with all applicable requirements of the Act, the Securities Exchange Act of 1934, the Securities Act of 1933, and any other applicable laws, rules and regulations of governmental authorities having jurisdiction over the Trust. 9. Liability of Management Company. The Management Company shall not be liable to the Fund or the Trust for any action taken or omitted to be taken by the Management Company or its employees, agents or contractors in carrying out the provisions of this Agreement if such action was taken or omitted in good faith and without negligence or misconduct on the part of the Management Company, or its employees, agents or contractors. 10. Indemnification by Trust. The Trust shall indemnify the Management Company and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by the Management Company which result from: (i) any claim, action, suit, or proceeding in connection with the Management Company's entry into or performance of this Agreement; or (ii) any action taken or omission to act committed by the Management Company in the performance of its obligations hereunder; or (iii) any action of the Management Company taken upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust; provided, that the Management Company shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Management Company, or its employees, agents or contractors. Before confessing any claim against it which may be subject to indemnification by the Trust hereunder, the Management Company shall give the Trust reasonable opportunity to defend against such claim in its own name or in the name of the Management Company. 11. Indemnification by Management Company. The Management Company shall indemnify the Trust and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by the Trust which result from: (i) the Management Company's failure to comply with the terms of this Agreement; or (ii) the Management Company's lack of good faith in performing its obligations hereunder; or (iii) the negligence or misconduct of the Management Company, or its employees, agents or contractors in connection herewith. The Trust shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Trust or its employees, agents or contractors other than the Management Company, unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Management Company, any affiliated person of the Management Company, or any affiliated person of an affiliated person of the Management Company. Before confessing any claim against it which may be subject to indemnification hereunder, the Trust shall give the Management Company reasonable opportunity to defend against such claim in its own name or in the name of the Trust. 12. Effect of Agreement. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust. 13. Term of Agreement. This Agreement shall become effective as of the date first above written and shall remain in force for two years from the date hereof and thereafter, but only so long as such continuance is specifically approved at least annually by (a) the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of each relevant Fund, and (b) concurrently with such approval by the Trustees or prior to such approval by the holders of the outstanding voting securities of each relevant Fund, as the case may be, by the vote of a majority of those Trustees who are not interested persons, as defined in the Act, of the Trust and who have no direct or indirect financial interest in the operation of any relevant Fund's Plan, any agreement related to such Plan or this Agreement ("Qualified Trustees"), cast in person at a meeting called for the purpose of voting upon such approval. The Management Company shall furnish to the Trust, promptly upon its request, such information (including the Management Company's costs of delivering the services provided to the Trust hereunder) as may reasonably be necessary to enable the Trust's Trustees to evaluate the terms of this Agreement or any extension, renewal or amendment hereof. The Management Company shall permit the Trust and its accountants, counsel or other representatives to review its books and records relating to the services provided hereunder at reasonable intervals during normal business hours upon reasonable notice requesting such review. 14. Amendment and Assignment of Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by (a) the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of each relevant Fund, and (b) by the vote of a majority of the Qualified Trustees cast in person at a meeting called for the purpose of voting on such amendment. 15. Termination of Agreement. This Agreement may be terminated at any time with respect to any and/or all of the Funds, without the payment of any penalty, by a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of each relevant Fund, or by the Management Company, on not more than sixty (60) days' nor less than thirty (30) days' prior written notice to the other party; provided that, in the case of termination by a Fund, such action shall have been authorized by resolution of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the relevant Fund. This Agreement shall automatically terminate in the event of its assignment. 16. Interpretation and Definition of Terms. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission (the "Commission") validly issued pursuant to the Act. Specifically, the terms "interested persons," "assignment" and "affiliated person," as used in this Agreement, shall have the meanings assigned to them by Section 2(a) of the Act. In addition, when the effect of a requirement of the Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. The Trust and the Management Company may from time to time agree on such provisions interpreting or clarifying the provisions of this Agreement as, in their joint opinion, are consistent with the general tenor of this Agreement and with the specific provisions of this Paragraph 16. Any such interpretations or clarifications shall be in writing signed by the parties and annexed hereto, but no such interpretation or clarification shall be effective if in contravention of any applicable federal or state law or regulations, and no such interpretation or clarification shall be deemed to be an amendment of this Agreement. 17. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 18. Execution in Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 19. Choice of Law. Except insofar as the Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California. 20. Limitation of Liability. The parties expressly agree that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the Trust estate, as provided in the Trust's Declaration of Trust. Any authorization by the Trustees or shareholders of this Trust, acting as such, to execute or deliver this Agreement or both, shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Trust Estate as provided in the Trust's Declaration of Trust. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written. PROVIDENT INVESTMENT COUNSEL By: _______________________. Name: Title ADVISORS SERIES TRUST on behalf of Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Twenty Fund By: _______________________. Name: Title EX-99.14 8 consent.txt CONSENT OF INDENDENT AUDITOR CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Combined Proxy Statement and Prospectus constituting parts of this registration statement on Form N-14 (the "N-14 Registration Statement") of (i) our reports dated December 6, 2002, relating to the financial statements and financial highlights of Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I and Provident Investment Counsel Mid Cap Fund B and (ii) our reports dated December 6, 2002, relating to the financial statements and selected ratio data of PIC Growth Portfolio, PIC Small Cap Portfolio and Mid Cap Portfolio, which appear in the October 31, 2002 Annual Reports to Shareholders of Provident Investment Counsel Growth Fund I, Provident Investment Counsel Small Cap Growth Fund I, Provident Investment Counsel Small Company Growth Fund A, Provident Investment Counsel Twenty Fund I and Provident Investment Counsel Mid Cap Fund B, which are also incorporated by reference into the N-14 Registration Statement. We also consent to the references to us under the headings "Service Providers" and "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP New York, New York November 7, 2003 EX-99.17 9 multipleclass.txt FORM OF MULTIPLE CLASS (18F-3) PLAN PROVIDENT INVESTMENT COUNSEL GROWTH FUND, PROVIDENT INVESTMENT COUNSEL SMALL CAP GROWTH FUND, PROVIDENT INVESTMENT COUNSEL MID CAP FUND AND PROVIDENT INVESTMENT COUNSEL TWENTY FUND MULTIPLE CLASS PLAN This Multiple Class Plan ("Plan") is adopted by Provident Investment Counsel Growth Fund, Provident Investment Counsel Small Cap Growth Fund, Provident Investment Counsel Mid Cap Fund and Provident Investment Counsel Twenty Fund (the "Funds"), each a series of Advisors Series Trust (the "Trust"), a Delaware Trust, with respect to the classes of shares (individually a "Class" and together "Classes") of the series of the Trust (the "Trust") set forth in the exhibits hereto. 1. Purpose This Plan is adopted pursuant to Rule 18f-3 under the Investment Trust Act of 1940, as amended, so as to allow the Trust to issue more than one Class of shares of any or all of the Funds in reliance on Rule 18f-3 and to make payments as contemplated herein. 2. Separate Arrangements/Class Differences a) Designation of Classes: The Funds set forth in Exhibit A offer two or more Classes of shares. b) Sales Load and Expenses: The Class I shares are not subject to a sales load or a Rule 12b-1 fee. Generally, Class A and B Shares are not subject to a Rule 12b-1 fee. The Provident Investment Counsel Small Cap Growth Fund - Class A Shares and the Provident Investment Counsel Mid Cap Growth Fund -Class B Shares are the only share classes subject to this fee. Class A Shares are subject to a front-end sales load and Class B Shares are subject to a contingent deferred sales load. c) Distribution of Shares: I Class Shares are sold primarily to individuals who purchase shares through broker-dealers and other financial intermediaries. Quantity discounts, accumulated purchases, concurrent purchases, purchases in conjunction with a letter of intent, reinstatement privileges, and systematic withdrawal features are as described in the applicable Prospectus. Class A & B Shares are sold primarily to retail investors. d) Minimum Investment Amounts: The minimum initial investment in the A and B Class Shares is $2,000 for regular accounts and $250 for retirement and other tax-deferred accounts, and the I Class Shares require a minimum investment of $1,000,000 and $250 for retirement and other tax-deferred accounts, with the exception of the Provident Investment Counsel Twenty Fund - Class I Shares. Each Class of Provident Investment Counsel Twenty Fund Shares require a minimum initial investment of $2,000 for regular accounts and $500 for retirement and other tax-deferred accounts. e) Voting Rights: Shareholders are entitled to one vote for each share held on the record date for any action requiring a vote by the shareholders and a proportionate fractional vote for each fractional vote held. Shareholders of the Trust will vote in the aggregate and not by Fund or Class except (i) as otherwise expressly required by law or when the Directors determine that the matter to be voted upon affects only the interests of the shareholders of a particular Fund or Class, and (ii) only holders of Provident Investment Counsel Small Cap Growth Fund - Class A Shares and the Provident Investment Counsel Mid Cap Growth Fund -Class B Shares will be entitled to vote on matters submitted to shareholder vote with respect to the Rule 12b-1 Plan applicable to its respective Class. 3. Expense allocations The expenses incurred pursuant to the Rule 12b-1 Plan will be borne solely by PROVIDENT INVESTMENT COUNSEL Small Cap Growth Fund - Class A shareholders, and constitute an expense allocated to that Class and not any others. 4. Exchange Features Shareholders may exchange shares for those of similar Share classes. 5. Effectiveness This Plan shall become effective with respect to each Class (a) to the extent required by Rule 18f-3, after approval by a majority vote of: (i) the Trust's Board of Trustees; (ii) the members of the Board of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of the Trust's Plan, and (b) upon execution of an exhibit adopting this Plan with respect to such Class. This Multiple Class Plan is adopted by Advisors Series Trust with respect to the Classes of the Funds, each a series of Advisors Series Trust as set forth on Exhibit A attached hereto. WITNESS the due execution hereof this ___ day of ____________, 2003. EXHIBIT A to the ADVISORS SERIES TRUST MULTIPLE CLASS PLAN - --------------------------------------------------- ---------------------------- Fund Name: PROVIDENT INVESTMENT COUNSEL Growth Fund Minimum Investment - --------------------------------------------------- ---------------------------- Regular Retirement or Accounts Tax-Deferred Accounts - --------------------------------------------------- -------------- ------------- A and B Class $2,000 $500 - --------------------------------------------------- -------------- ------------- I Class $1,000,000 $250 - --------------------------------------------------- -------------- ------------- Fund Name: PROVIDENT INVESTMENT COUNSEL Small Cap Growth Fund Minimum Investment - --------------------------------------------------- ---------------------------- Regular Retirement or Accounts Tax-Deferred Accounts - --------------------------------------------------- -------------- ------------- A and B Class $2,000 $500 - --------------------------------------------------- -------------- ------------- I Class $1,000,000 $250 - --------------------------------------------------- -------------- ------------- - --------------------------------------------------- ---------------------------- Fund Name: PROVIDENT INVESTMENT COUNSEL Mid Cap Fund Minimum Investment - --------------------------------------------------- ---------------------------- Regular Retirement or Accounts Tax-Deferred Accounts - --------------------------------------------------- -------------- ------------- A and B Class $2,000 $500 - --------------------------------------------------- -------------- ------------- I Class $1,000,000 $250 - --------------------------------------------------- -------------- ------------- - --------------------------------------------------- ---------------------------- Fund Name: PROVIDENT INVESTMENT COUNSEL Twenty Fund Minimum Investment - --------------------------------------------------- ---------------------------- Regular Retirement or Accounts Tax-Deferred Accounts - --------------------------------------------------- -------------- ------------- A and B Class $2,000 $500 - --------------------------------------------------- -------------- ------------- I Class $2,000 $500 - --------------------------------------------------- -------------- ------------- -----END PRIVACY-ENHANCED MESSAGE-----