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SECURITIES AND EXCHANGE COMMISSION
(Area Code and Telephone Number)
(Address of Principal Executive Offices)
PNC Global Investment Servicing Inc.
103 Bellevue Parkway
Wilmington, DE 19809
(Name and Address of Agent for Service)
Pepper Hamilton, LLP
3000 Two Logan Square
Philadelphia, PA 19103
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Tax-Free Short Intermediate Securities Fund
Columbus, Ohio 43219
[1-800-258-9232]
Acquired Funds | Acquiring Funds | |
Tax-Free Securities Fund, a series of Pacific | Tax-Free Securities Fund, a series of | |
Capital Funds | FundVantage Trust | |
Class A Shares | Class Y Shares | |
Class B Shares | Class Y Shares | |
Class Y Shares | Class Y Shares | |
Tax-Free Short Intermediate Securities Fund, a | Tax-Free Short Intermediate Securities Fund, a | |
series of Pacific Capital Funds | series of FundVantage Trust | |
Class A Shares | Class Y Shares | |
Class Y Shares | Class Y Shares |
• | Each Reorganization results from a long-term business strategy decision by Bank of Hawaii to further transition its asset management activities to an “open architecture” investment process that will result in liquidation and dissolution of the Pacific Capital Trust. Each Acquiring Fund is a newly-organized fund that has been created for purposes of the Reorganization, has the same investment objectives and substantially similar policies as those of the corresponding Acquired Fund, and will permit the shareholders of the Acquired Fund to receive the benefits of investment management services provided by the Asset |
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Management Group of Bank of Hawaii (the “Adviser”) after termination of the Pacific Capital Trust. |
• | The receipt of Acquiring Fund Shares by shareholders of the corresponding Acquired Fund in the Reorganization is not expected to result in a taxable event, unlike the liquidation of a fund (which could result in your paying federal income taxes); |
• | The Adviser has agreed to waive its advisory fee for each Acquiring Fund. The Adviser may reduce or discontinue such waiver at its discretion. As a result of this waiver and other cost savings, the post-Reorganization expenses of each Acquiring Fund are expected to be less than those of the corresponding Acquired Fund. |
• | The Acquiring Fund Shares you receive in the Reorganization will have the same total dollar value as the total dollar value of the Acquired Fund shares that you held immediately prior to the Reorganization. |
• | As a shareholder of an Acquiring Fund, you will have access to a wide range of shareholder services, including telephone redemption services and toll-free shareholder service support similar to the services currently available to you as a shareholder of the Acquired Fund. |
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FUNDVANTAGE TRUST
Acquired Funds | Acquiring Funds | |
Tax-Free Securities Fund, a series of Pacific Capital Funds | Tax-Free Securities Fund, a series of FundVantage Trust | |
Class A Shares | Class Y Shares | |
Class B Shares | Class Y Shares | |
Class Y Shares | Class Y Shares | |
Tax-Free Short Intermediate Securities Fund, a series of Pacific Capital Funds | Tax-Free Short Intermediate Securities Fund, a series of FundVantage Trust | |
Class A Shares | Class Y Shares | |
Class Y Shares | Class Y Shares |
• | The Reorganizations will permit the shareholders of the Acquired Funds to continue to receive the benefits of investment management services provided by the Asset Management Group of Bank of Hawaii after termination of the Pacific Capital Trust, because the Asset Management Group of Bank of Hawaii will continue to manage the Acquiring Funds’ assets on a day-to-day basis as the investment adviser to the Acquiring Funds. | ||
• | Each Acquiring Fund’s investment objective, policies and strategies are the same or substantially similar in all material respects to those of the corresponding Acquired Fund. |
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• | For each Acquiring Fund, the Adviser has agreed to waive its advisory fee. The Adviser may reduce or discontinue such waiver at its discretion. As a result of this waiver and other cost savings, the post-Reorganization expenses of each Acquiring Fund are expected to be less than those of the corresponding Acquired Fund. | ||
• | The parties anticipate that the Reorganization of each Acquired Fund will be completed as a tax-free transaction for federal income tax purposes. |
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Tax-Free Short Intermediate Securities Fund
Columbus, Ohio 43219
[1-800-258-9232]
To Be Held On [May 16], 2010
1. | An Agreement and Plan of Reorganization providing for (i) the transfer of all of the assets of the Acquired Fund to a corresponding series of FundVantage Trust (the “Acquiring Fund”) and the assumption of the identified liabilities of the Acquired Fund by the Acquiring Fund, in exchange for shares of the Acquiring Fund; and (ii) the subsequent pro rata distribution of Acquiring Fund Shares to the Acquired Fund shareholders, and the termination and complete liquidation of the Acquired Fund. | ||
2. | To transact such other business as may properly come before the Special Meeting or any adjournment thereof. |
APPROVED THIS PROPOSAL FOR EACH ACQUIRED FUND AND RECOMMENDS YOU
VOTE IN FAVOR OF THIS PROPOSAL.
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[April ], 2010
AND
TAX-FREE SHORT INTERMEDIATE SECURITIES FUND
Each a Series of
Pacific Capital Funds
3435 Stelzer Road
[1-800-258-9232]
TAX-FREE SECURITIES FUND
AND
TAX-FREE SHORT INTERMEDIATE SECURITIES FUND
Each a Series of
FundVantage Trust
301 Bellevue Parkway
Wilmington, Delaware 19809
[1-__- __-____]
1. | An Agreement and Plan of Reorganization providing for (i) the transfer of all of the assets of the Acquired Fund to a corresponding series of FundVantage Trust (the “Acquiring Fund”) and the assumption of the identified liabilities of the Acquired Fund by the Acquiring Fund, in exchange for shares of the Acquiring Fund; and (ii) the subsequent pro rata distribution of Acquiring Fund Shares to the Acquired Fund shareholders, and the termination and complete liquidation of the Acquired Fund (the “Reorganization”). | ||
2. | To transact such other business as may properly come before the Special Meeting or any adjournment thereof. |
Acquired Funds | Acquiring Funds | |
Tax-Free Securities Fund, a series of Pacific Capital Funds | Tax-Free Securities Fund, a series of FundVantage Trust | |
Class A Shares | Class Y Shares | |
Class B Shares | Class Y Shares | |
Class Y Shares | Class Y Shares | |
Tax-Free Short Intermediate Securities Fund, a series of Pacific Capital Funds | Tax-Free Short Intermediate Securities Fund, a series of FundVantage Trust | |
Class A Shares | Class Y Shares | |
Class Y Shares | Class Y Shares |
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• | Pacific Capital Funds Prospectus (Class A shares, Class B shares and Class C shares) dated November 27, 2009, as amended or supplemented from time to time, and Pacific Capital Funds Prospectus (Class Y shares), dated November 27, 2009, as amended or supplemented from time to time (“Acquired Fund Prospectuses”); | ||
• | Pacific Capital Funds Statement of Additional Information (Class A shares, Class B shares, Class C shares and Class Y shares) dated November 27, 2009, as amended or supplemented from time to time (“Acquired Funds SAI”); and | ||
• | Pacific Capital Funds Annual Report dated July 31, 2009 (“Acquired Funds Annual Report”). |
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Shareholder Fees | ||||||||||||||||||||
(fees paid directly | FundVantage | Combined Fund | ||||||||||||||||||
from your | Securities Fund | Securities Fund | Pro Forma | |||||||||||||||||
investment): | Class A | Class B | Class Y | Class Y | Class Y | |||||||||||||||
Maximum Sales Charge (Load) imposed on Purchases (as a percentage of offering price) | 4.00 | %1 | None | None | None | None | ||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or sales price, whichever is less) | None | 5.00 | %2 | None | None | None | ||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||||||||||||||||||||
Management Fees | 0.60 | %3 | 0.60 | %3 | 0.60 | %3 | 0.20 | % | 0.20 | % | ||||||||||
Distribution and Service (12b-1) Fees | 0.40 | %3 | 1.00 | % | None | None | None | |||||||||||||
Other Expenses | 0.31 | % | 0.31 | % | 0.31 | % | 0.09 | %5 | 0.09 | %5 | ||||||||||
Total Annual Fund Operating Expenses | 1.31 | %3,4 | 1.91 | %3,4 | 0.91 | %3,4 | 0.29 | % | 0.29 | % | ||||||||||
Fee Waiver and/or Expense Reimbursement | (0.15 | )%3 | — | — | (0.20 | )% | (0.20 | )% | ||||||||||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 1.16 | %3,4 | 1.91 | %3,4 | 0.91 | %3,4 | 0.09 | %6 | 0.09 | %6 |
1 | Lower sales charges are available depending upon the amount invested. Long-term shareholders may pay indirectly more than the equivalent of the maximum permitted front-end sales charge due to the recurring nature of 12b-1 fees. | |
2 | A CDSC applies to your redemption of Class B shares before the sixth anniversary of your purchase, declining from 5.00% within the first year to 0.00% after the sixth year. Long-term shareholders may pay indirectly more than the equivalent of the maximum deferred sales charge due to the recurring nature of 12b-1 fees. | |
3 | The Adviser is voluntarily limiting the Management fee to 0.45%. The Fund is limiting the 12b-1 fee for Class A shares to 0.25% through November 30, 2010. Net operating expenses after these fee waivers are estimated to be 1.01%, 1.76% and 0.76% for Class A, Class B and Class Y shares, respectively. Voluntary expense limitations may be revised or canceled at any time. | |
4 | Based on amounts incurred during the fiscal year ended July 31, 2009. A decline in assets may result in higher expenses as a percentage of assets. | |
5 | “Other expenses” are based on estimated amounts for the current fiscal year. | |
6. | The Adviser has agreed to waive its advisory fee (the “Waiver”). The Waiver will remain in effect until , 2011. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees. |
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One Year | Three Years | Five Years | Ten Years | |||||||||||||
Securities Fund | ||||||||||||||||
Class A | $ | 513 | $ | 784 | $ | 1,076 | $ | 1,903 | ||||||||
Class B (Assuming Redemption) | $ | 694 | $ | 900 | $ | 1,232 | $ | 2,077 | ||||||||
Class B (Assuming No Redemption) | $ | 194 | $ | 600 | $ | 1,032 | $ | 2,077 | ||||||||
Class Y | $ | 93 | $ | 290 | $ | 504 | $ | 1,120 | ||||||||
FundVantage Securities Fund | ||||||||||||||||
Class Y | $ | 30 | $ | 93 | $ | 163 | $ | 368 | ||||||||
Combined Fund Pro Forma | ||||||||||||||||
Class Y | $ | 9 | $ | 73 | $ | 143 | $ | 349 |
2000 | 11.13 | % | ||
2001 | 4.20 | % | ||
2002 | 9.60 | % | ||
2003 | 5.01 | % | ||
2004 | 3.19 | % | ||
2005 | 1.59 | % | ||
2006 | 3.69 | % | ||
2007 | 2.95 | % | ||
2008 | -0.04 | % | ||
2009 | 8.04 | % |
Best Quarter | Worst Quarter | |||
4.63% | -2.56 | % | ||
Q4 2000 | Q3 2008 |
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For the period ended December 31, 2009
1 Year | 5 Years | 10 Years | ||||||||||
Securities Fund Class Y | ||||||||||||
Return Before Taxes | 8.04 | % | 3.21 | % | 4.88 | % | ||||||
Return After Taxes on Distributions | 7.99 | % | 3.09 | % | 4.75 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 6.60 | % | 3.26 | % | 4.78 | % | ||||||
Barclays Capital Hawaii Municipal Bond Index (reflects no deductions for fees, expenses or taxes) | 10.95 | % | 4.46 | % | 5.68 | % |
• | Stephen K. Rodgers, Senior Vice President, Chief Investment Officer and Head of the Fixed Income Department. | ||
• | Janet Katakura, Vice President and Senior Portfolio Manager. | ||
• | Denis Massey, Assistant Vice President and Portfolio Manager. |
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Shareholder Fees | ||||||||||||||||
(fees paid directly | FundVantage Short | Combined Fund | ||||||||||||||
from your | Short Intermediate Fund | Intermediate Fund | Pro Forma | |||||||||||||
investment): | Class A | Class Y | Class Y | Class Y | ||||||||||||
Maximum Sales Charge (Load) imposed on Purchases (as a percentage of offering price) | 2.25 | %1 | None | None | None | |||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or sales price, whichever is less) | None | None | None | None | ||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | ||||||||||||||||
Management Fees | 0.50 | %2 | 0.50 | %2 | 0.20 | % | 0.20 | % | ||||||||
Distribution and Service (12b-1) Fees | 0.40 | %2 | None | None | None |
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Shareholder Fees | ||||||||||||||||
(fees paid directly | FundVantage Short | Combined Fund | ||||||||||||||
from your | Short Intermediate Fund | Intermediate Fund | Pro Forma | |||||||||||||
investment): | Class A | Class Y | Class Y | Class Y | ||||||||||||
Other Expenses | 0.41 | %3 | 0.41 | %3 | 0.22 | %4 | 0.22 | %4 | ||||||||
Acquired fund fees and expenses | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||
Total Annual Fund Operating Expenses | 1.32 | %2,3 | 0.92 | %2,3 | 0.43 | % | 0.43 | % | ||||||||
Fee Waiver and/or Expense Reimbursement | (0.15 | )%2 | — | (0.20 | )% | (0.20 | )% | |||||||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 1.17 | %2,3 | 0.92 | %2,3 | 0.23 | %5 | 0.23 | %5 |
1 | Lower sales charges are available depending upon the amount invested. Long-term shareholders may pay indirectly more than the equivalent of the maximum permitted front-end sales charge due to the recurring nature of 12b-1 fees. | |
2 | The Adviser is voluntarily limiting the Management fee to 0.40%. The Fund is limiting the 12b-1 fee to 0.25% through November 30, 2010. Net operating expenses after these fee waivers are estimated to be 1.07% and 0.82% for Class A and Class Y shares, respectively. Voluntary expense limitations may be revised or canceled at any time. | |
3 | Based on amounts incurred during the fiscal year ended July 31, 2009. A decline in assets may result in higher expenses as a percentage of assets. | |
4 | “Other expenses” are based on estimated amounts for the current fiscal year. | |
5 | The Adviser has agreed to waive its advisory fee (the “Waiver”). The Waiver will remain in effect until , 2011. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees. |
One Year | Three Years | Five Years | Ten Years | |||||||||||||
Short Intermediate Fund | ||||||||||||||||
Class A | $ | 342 | $ | 619 | $ | 918 | $ | 1,767 | ||||||||
Class Y | $ | 94 | $ | 293 | $ | 509 | $ | 1,131 | ||||||||
FundVantage Short Intermediate Fund | ||||||||||||||||
Class Y | $ | 44 | $ | 138 | $ | 241 | $ | 542 | ||||||||
Combined Fund Pro Forma | ||||||||||||||||
Class Y | $ | 24 | $ | 118 | $ | 221 | $ | 523 |
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2000 | 6.67 | % | ||
2001 | 4.47 | % | ||
2002 | 6.64 | % | ||
2003 | 2.87 | % | ||
2004 | 1.13 | % | ||
2005 | 0.87 | % | ||
2006 | 2.56 | % | ||
2007 | 3.82 | % | ||
2008 | 3.38 | % | ||
2009 | 3.29 | % |
Best Quarter | Worst Quarter | |||
3.02% | -1.49 | % | ||
Q2 2002 | Q2 2004 |
For the period ended December 31, 2009
Short Intermediate Fund Class Y | 1 Year | 5 Years | 10 Years | |||||||||
Return Before Taxes | 3.29 | % | 2.78 | % | 3.55 | % | ||||||
Return After Taxes on Distributions | 3.29 | % | 2.71 | % | 3.51 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.80 | % | 2.72 | % | 3.44 | % | ||||||
Barclays Capital Hawaii 3-Year Municipal Bond Index (reflects no deductions for fees, expenses or taxes) | 8.45 | % | 3.36 | % | 4.09 | % |
• | Stephen K. Rodgers, Senior Vice President, Chief Investment Officer and Head of the Fixed Income Department. | ||
• | Janet Katakura, Vice President and Senior Portfolio Manager. | ||
• | Denis Massey, Assistant Vice President and Portfolio Manager. |
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• | The Adviser indicated that it had reached an agreement in principle for the sale of certain of the Adviser’s assets to Aberdeen Asset Management Inc. (“AAMI”), subject to execution of a definitive sale agreement and customary closing conditions, including required approvals of the reorganization of certain series of the Pacific Capital Trust into series of the Aberdeen Funds as described below. | ||
• | The Adviser recommended that the Pacific Capital Trust Board approve the Reorganizations of the Acquired Funds into the Acquiring Funds, subject to customary conditions including regulatory approvals in various jurisdictions and approval by shareholders of the Acquired Funds. | ||
• | The Adviser recommended that the Pacific Capital Trust Board approve the reorganization of four other series of the Pacific Capital Trust into series of the Aberdeen Funds managed by AAMI, subject to customary conditions including approval by shareholders of those four Pacific Capital Trust series. | ||
• | The Adviser recommended that the Pacific Capital Trust Board approve the liquidation of the other six series of the Pacific Capital Trust. |
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• | Without a reorganization, the Acquired Funds would likely face unsustainable increases in operating expenses. | ||
• | Each Acquiring Fund’s investment objectives, strategies, and restrictions are the same or substantially similar to those of the corresponding Acquired Fund. | ||
• | The current investment adviser to the Acquired Funds will be the adviser to the Acquiring Funds. | ||
• | The Surviving Funds are likely to have substantially lower total expenses than the Acquired Funds. | ||
• | The Acquired Funds will not bear any costs of the Reorganizations. |
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• | Each Reorganization will be structured as a tax-free reorganization. |
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Post-October losses | ||||||
the Securities Fund | ||||||
and the Short | ||||||
Intermediate Fund | ||||||
Capital Loss | have elected to | |||||
Carryforwards at | defer to August 1, | |||||
Fund | July 31, 2009 | 2009 | ||||
Securities Fund | $625,102 expires in 2017 | $ | 1,495,804 | |||
Short Intermediate Fund | $14,258 expires in 2013 | $ | 82,600 | |||
$18,908 expires in 2014 | ||||||
$657,223 expires in 2015 | ||||||
$49,093 expires in 2016 | ||||||
$15,122 expires in 2017 |
FundVantage | Pro Forma | Combined Fund Pro | ||||||||||||||||||||||
Securities Fund* | Securities Fund** | Adjustments | Forma | |||||||||||||||||||||
A Shares | B Shares | Y Shares | Y Shares | Y Shares | Y Shares | |||||||||||||||||||
Net Asset Value | $ | 6,208,059 | $ | 41,522 | $ | 245,938,058 | $ | 252,187,639 | $ | 252,187,369 | ||||||||||||||
Shares Outstanding | 615,695 | 4,117 | 24,291,169 | 24,910,981 | (2.264 | ) | 24,908,717 | |||||||||||||||||
Net Asset Value Per Share | $ | 10.08 | $ | 10.09 | $ | 10.12 | $ | 10.12 | $ | 10.12 |
* | The Securities Fund will be the accounting survivor for financial statement purposes. | |
** | The FundVantage Securities Fund is a newly-organized fund that has been created for purposes of the Reorganization and therefore no estimated capitalization is available. |
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FundVantage | Pro Forma | Combined Fund Pro | ||||||||||||||||||
Short Intermediate Fund* | Short Intermediate Fund** | Adjustments | Forma | |||||||||||||||||
A Shares | Y Shares | Y Shares | Y Shares | Y Shares | ||||||||||||||||
Net Asset Value | $ | 1,756,822 | $ | 69,741,984 | $ | 71,498,806 | $ | 71,498,806 | ||||||||||||
Shares Outstanding | 170,403 | 6,727,307 | 6,897,710 | (989 | ) | 6,896,721 | ||||||||||||||
Net Asset Value Per Share | $ | 10.31 | $ | 10.37 | $ | 10.37 | $ | 10.37 |
* | The Short Intermediate Fund will be the accounting survivor for financial statement purposes. | |
** | The FundVantage Short Intermediate Fund is a newly-organized fund that has been created for purposes of the Reorganization and therefore no estimated capitalization is available. |
Acquiring Funds | Acquired Funds | |||
Borrowing and Issuing Senior Securities | Fundamental Investment Limitation: The Funds will not issue senior securities or borrow money, except as permitted under the 1940 Act and the rules and regulations thereunder, and then not in excess of 33-1/3% of the Fund’s total assets (including the amount of the senior securities issued but reduced by any liabilities not constituting senior securities) at the time of the issuance or borrowing, except that the Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary purposes such as clearance of portfolio transactions and share redemptions. For purposes of these restrictions, the purchase or sale of securities on a when-issued, delayed delivery or forward commitment basis, the purchase and sale of options and futures contracts and collateral arrangements with respect thereto are not deemed to be the issuance of a senior security, a borrowing or a pledge of assets. | Fundamental Investment Limitation: The Funds will not borrow money or issue senior securities as defined in the 1940 Act, except (a) with regard to senior securities, as permitted pursuant to an order and/or a rule issued by the SEC, and (b) that each Fund may borrow from banks up to 20% of the current value of its net assets for temporary purposes only in order to meet redemptions, and these borrowings may be secured by the pledge of up to 20% of the current value of its net assets (but investments may not be purchased while any such outstanding borrowing in excess of 5% of its net assets exists). |
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Acquiring Funds | Acquired Funds | |||
Non-fundamental Investment Limitation: Each Fund may borrow from banks up to 20% of the current value of its net assets for temporary purposes only in order to meet redemptions, and these borrowings may be secured by the pledge of up to 20% of the current value of its net assets (but investments may not be purchased while any such outstanding borrowing in excess of 5% of its net assets exists). | ||||
Underwriting Securities of Other Issuers | Fundamental Investment Limitation: The Funds will not underwrite any issue of securities, except to the extent that the Fund may be considered to be acting as underwriter in connection with the disposition of any portfolio security. | Fundamental Investment Limitation: The Funds will not underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from the issuer or from an underwriter for an issuer and the later disposition of such securities in accordance with the Fund’s investment program may be deemed to be an underwriting. | ||
Concentration | Fundamental Investment Limitation: The Funds will not invest 25% or more of the value of the Fund’s assets in securities of issuers in any one industry. This restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities or to securities issued by other investment companies. For purposes of this limitation states, municipalities and their political subdivisions are not considered to be part of any industry. Non-fundamental Investment Limitation: A governmental issuer (including a foreign government or agency or instrumentality thereof) shall be | Fundamental Investment Limitation: The Funds will not purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of the Fund’s investments in that industry would be 25% or more of the current value of such Fund’s total assets, provided that there is no limitation with respect to investments in (a) U.S. Government obligations and repurchase agreements secured by such obligations and (b) municipal obligations (for purposes of this limitation, municipal obligations do not include private activity bonds that are backed only by the assets and revenues of a non-governmental user). |
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Acquiring Funds | Acquired Funds | |||
deemed the sole issuer of a security when its assets and revenues are separate from other governmental entities and its securities are backed only by its assets and revenues. Similarly, in the case of a non-governmental user, such as an industrial corporation or a privately owned or operated hospital, if the security is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer. Where a security is also backed by the enforceable obligation of a superior or unrelated governmental entity or other entity (other than a bond insurer), it shall also be included in the computation of securities owned that are issued by such governmental or other entity. Where a security is guaranteed by a governmental entity or some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank. Where a security is insured by bond insurance, it shall not be considered a security issued or guaranteed by the insurer; instead the issuer of such security will be determined in accordance with the principles set forth above. The foregoing restrictions do not limit the percentage of the Fund’s assets that may be invested in securities insured by any single insurer. | Non-fundamental Investment Limitation: To the extent required by the SEC or its staff, each Fund will, for purposes of its fundamental investment restrictions relating to concentration, treat securities issued or guaranteed by the government of any one foreign country (including governmental agencies and instrumentalities thereof) as the obligations of a single issuer. | |||
Purchasing or Selling Real Estate | Fundamental Investment Limitation: The Funds will not purchase or sell real estate or interests therein, although the Fund may purchase securities of issuers which engage in real estate operations and securities secured by real estate or interests therein, including real estate investment trusts. | Fundamental Investment Limitation: The Funds will not purchase or sell real estate or real estate limited partnerships (other than obligations or other securities secured by real estate or interests therein or securities issued by companies that invest in real estate or interests therein). | ||
Purchasing or Selling Commodities | Fundamental Investment Limitation: The Funds will not purchase or sell physical commodities, unless acquired as a result of owning securities or other instruments, but the Fund may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. | Fundamental Investment Limitation: The Funds will not purchase commodities or commodity contracts, except that each Fund may enter into futures contracts and may write call options and purchase call and put options on futures contracts in accordance with its investment objective and policies. |
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Acquiring Funds | Acquired Funds | |||
Making Loans | Fundamental Investment Limitation: The Funds will not make loans, except loans of portfolio securities or through repurchase agreements, provided that for purposes of this restriction, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or similar instruments will not be considered the making of a loan. | Fundamental Investment Limitation: The Funds will not lend money or portfolio securities, except that each of the Funds may enter into repurchase agreements and lend portfolio securities to certain brokers, dealers and financial institutions aggregating up to 30% of the current value of the lending Fund’s total assets. | ||
Non-fundamental Investment Limitation: Each Fund may enter into repurchase agreements and lend portfolio securities to certain brokers, dealers and financial institutions aggregating up to 30% of the current value of the lending Fund’s total assets. | ||||
Oil, gas or mineral | Non-fundamental Investment Limitation: The Funds will not purchase interests, leases, or limited partnership interests in oil, gas, or other mineral exploration or development programs. | Fundamental Investment Limitation: The Funds will not purchase interests, leases, or limited partnership interests in oil, gas, or other mineral exploration or development programs. | ||
Purchases on Margin | Non-fundamental Investment Limitation: The Funds will not purchase securities on margin except for the use of short-term credit necessary for the clearance of purchases and sales of portfolio securities, provided that the Fund may make initial and variation margin deposits in connection with permitted transactions in options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. | Fundamental Investment Limitation: The Funds will not purchase securities on margin (except for short-term credits necessary for the clearance of transactions and except for margin payments in connection with options, futures and options on futures). | ||
Short Sales | Non-fundamental Investment Limitation: The Funds will not engage in short sales of securities or maintain a short position, except that the Fund may (a) sell short “against the box” and (b) maintain short positions in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. | Fundamental Investment Limitation: The Funds will not make short sales of securities. |
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Acquiring Funds | Acquired Funds | |||
Exercise of Control | Non-fundamental Investment Limitation: The Funds will not make investments for the purpose of exercising control or management. Investments by a Fund in wholly-owned investment entities created under the laws of certain countries will not be deemed the making of investments for the purpose of exercising control or management. | Fundamental Investment Limitation: The Funds will not make investments for the purpose of exercising control or management. Investments by a Fund in wholly-owned investment entities created under the laws of certain countries will not be deemed the making of investments for the purpose of exercising control or management. | ||
Purchase Securities of Unseasoned Issuers | Non-fundamental Investment Limitation: Neither Fund will purchase securities of unseasoned issuers, including their predecessors, that have been in operation for less than three years, if as a result thereof the value of the Fund’s investment in such classes of securities would exceed 15% of the Fund’s total assets. | Same | ||
Investments in Warrants | Non-fundamental Investment Limitation: Neither Fund will invest more than 10% of its net assets in warrants. | Same | ||
Illiquid Securities | Non-fundamental Investment Limitation: Neither Fund will invest more than 15% of the current value of its net assets in repurchase agreements having maturities of more than seven days and other illiquid securities. For purposes of this restriction, illiquid securities do not include securities which may be resold under Rule 144A under the Securities Act of 1933, as amended that the Board or its delegate determines to be liquid based upon the trading markets for such securities. | Same | ||
Put and Call Options | Non-fundamental Investment Limitation: Neither Fund will purchase put and call options or write covered put and call options on securities unless (a) it may invest directly in such securities, (b) such options are traded on registered domestic securities exchanges or result from separate, privately negotiated transactions with primary U.S. Government securities dealers recognized by the Board of Governors of the Federal Reserve System, and (c) the total assets subject to such options does not exceed 5% of the Fund’s net assets. | Same |
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FundVantage Trust | Pacific Capital Trust | |||
Preemptive Rights | None | None | ||
Preferences | None | None | ||
Appraisal Rights | None | None | ||
Conversion Rights | None | None | ||
Exchange Rights (other than the right to exchange for shares of other funds of FundVantage Trust or the Pacific Capital Trust, as provided in the Funds’ prospectuses) | None | None | ||
Annual Meetings | Not required | Not required | ||
Right to Call Shareholder Meetings | Meetings of shareholders may be called at any time by a majority of the Trustees. The Trustees shall call a meeting of shareholders for the purpose of voting upon the question of removal of one or more Trustees upon the written request of the holders of not less than ten percent (10%) of the outstanding Shares. | Meetings of shareholders shall be called by Trustees whenever required by law or upon the written request of the holders of at least ten percent (10%) of the outstanding shares entitled to vote. | ||
Notice of Meetings | Written notice of any meeting of shareholders shall be given by delivering personally or mailing such notice at least seven (7) days before such meeting, postage prepaid, stating the time and place of the meeting. | Notice of all meetings of shareholders, stating the time and place of the meeting, shall be given by the Trustees by mail to each shareholder entitled to vote thereat, at his or her address as recorded on the register of the Pacific Capital Trust mailed at least ten (10) days and not more than ninety (90) days before the meeting. | ||
Record Date of Meetings | For the purpose of determining the shareholders who are entitled to vote or act at any meeting or any adjournment thereof, the Trustees may fix a time, which shall be not more than one hundred twenty (120) days before the date of any meeting of shareholders. | For the purpose of determining the shareholders who are entitled to notice of and to vote at any meeting, the Trustees may from time to time close the transfer books for such period, not exceeding thirty (30) days, as the Trustee may determine; or without closing the transfer books, or the Trustees may fix a date not more than ninety (90) days prior to the date of any meeting of shareholders. |
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FundVantage Trust | Pacific Capital Trust | |||
Vote Required for Election of Trustees | Subject to the requirements of Section 16(a) of the 1940 Act, the Board of Trustees of FundVantage Trust by action of a majority of the then Trustees at a duly constituted meeting, may fill vacancies in the Board of Trustees and remove Trustees with or without cause. A plurality vote of shareholders shall be necessary to elect Trustees. | The Trustees shall be elected by a majority shareholder vote. Subject to applicable requirements of the 1940 Act, the Trustees may elect their own successors and may appoint Trustees to fill vacancies with a written instrument signed by a majority of the remaining Trustees. | ||
Adjournment of Meetings | Any meeting of shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. | Any adjourned meeting may be held as adjourned without further notice to shareholders. | ||
Removal of Trustees by Shareholders | Any Trustee may be removed at any meeting of shareholders by a vote of the majority of the outstanding Shares of FundVantage Trust. A meeting of shareholders for the purpose of electing or removing one or more Trustees may be called (a) by the Trustees upon their own vote, or (b) upon the demand of shareholders owning ten percent (10%) or more of the shares of the Trust in the aggregate. | The Trustees may adopt by-laws not inconsistent with the Declaration of Trust or any provision of law to provide for removal of Trustees by shareholders at such time or times as the Trustees shall determine to be necessary, advisable or required by law. | ||
The Trustees have adopted no such by-laws. | ||||
Personal Liability of Officers and Trustees | No Trustee or officer shall be liable to FundVantage Trust or any shareholder, Trustee, officer, employee, or agent of FundVantage Trust for any action or failure to act (including without limitation the failure to compel in any way any former or acting Trustee to redress any breach of Trust) except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of duties involved in the conduct of his or her office. | No Trustee or officer shall be subject to any personal liability whatsoever to any person, other than the Pacific Capital Trust or an applicable series or class thereof or its shareholders, in connection with Trust property or the property of any series or class thereof or the affairs of the Pacific Capital Trust or any series or class thereof, save only that arising from bad faith, willful misfeasance, gross negligence or reckless disregard of his duty to such person. |
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FundVantage Trust | Pacific Capital Trust | |||
Personal Liability of Shareholders | No shareholder will be held personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to FundVantage Trust or any Portfolio. Shareholders have the same limitation of personal liability as is extended to Shareholders of private corporations for profit organized under the general corporation law of the State of Delaware. | No shareholder will be held personally liable to any person in connection with Trust property, including the property of any series or class of the Pacific Capital Trust, or the acts, obligations or affairs of the Pacific Capital Trust or any series or class thereof. If any shareholder is made a party to any suit or proceeding to enforce any such liability, the Pacific Capital Trust will indemnify and hold each shareholder harmless and shall reimburse such shareholder for all legal and other expenses reasonably incurred by him in connection with any such claim or liability and, upon request, shall assume the defense of any such claim, provided that any expenses incurred by the Pacific Capital Trust in connection with any such indemnification, reimbursement or assumption shall be paid solely out of the funds and property of the series or class of the Pacific Capital Trust. | ||
Under Massachusetts law, shareholders of a Fund could, under certain circumstances, be held personally liable for the obligations of the Pacific Capital Trust. However, the Pacific Capital Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust. The Declaration of Trust provides for indemnification out of a Fund’s property for any losses and expenses of any shareholder of such Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which a Fund would be unable to meet its obligations. |
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FundVantage Trust | Pacific Capital Trust | |||
Rights of Inspection | There is no corresponding provision in FundVantage Trust’s Declaration of Trust. | The records of the Pacific Capital Trust shall be open to inspection by shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation. | ||
Number of Authorized Shares; Par Value | Unlimited number of shares of beneficial interest with par value of $.01 per share. | Unlimited number of shares of beneficial interest, without par value. |
FundVantage | FundVantage Short | ||||||
Securities Fund’s | Securities Fund’s | Intermediate Fund’s | |||||
Advisory Fees | Advisory Fees | Short Intermediate | Advisory Fees | ||||
Before/After | Before/After | Fund’s Advisory Fees | Before/After | ||||
Waivers | Waivers | Before/After Waivers | Waivers | ||||
$1,451,672 before waivers | $504,375 before waivers | $268,854 | before waivers | $142,998 before waivers | |||
$1,088,741 after waivers | $0 after waivers | $215,079 | after waivers | $0 after waivers | |||
0.60% before waivers | 0.20% before waivers | 0.50 | % before waivers | 0.20% before waivers | |||
0.45% after waivers | 0.00% after waivers | 0.40 | % after waivers | 0.00% after waivers |
FundVantage Trust | Pacific Capital Trust | |||
Principal Underwriter | PFPC Distributors, Inc. | Foreside Distribution Services L.P. | ||
Administrator | PNC Global Investment Servicing (U.S.) Inc. | Bank of Hawaii | ||
Sub-Administrator | N/A | Citi Fund Services Ohio, Inc. (“Citi”) | ||
Transfer Agent | PNC Global Investment Servicing (U.S.) Inc. | Citi | ||
Custodian | PFPC Trust Company | Bank of New York Mellon | ||
Independent Registered Public Accounting Firm | KPMG LLP |
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Types of Charges | Class A | Class B | Class Y | |||
Sales Charges | Front-end sales charge (at the time of your purchase); reduced sales charges are available. | No front-end sales charge. You may incur a contingent deferred sales charge up to 5.00% on shares redeemed within six years after purchase; shares automatically convert to Class A shares after 8 years. | None | |||
Distribution and Service (12b-1) Fees | Subject to distribution and service fees of up to 0.40% of the average daily net assets of an Acquired Fund’s Class A Shares, 0.25% of which may be used for servicing shareholders. | Subject to annual distribution and service fees of up to 1.00% of the average daily net assets of an Acquired Fund’s Class B Shares. | None | |||
Fund Expenses | Higher annual expenses than Class Y shares and lower annual expenses than Class B shares. | Higher annual expenses than Class A shares and Class Y shares. | Lower annual expenses than Class A shares and Class B shares. |
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Acquired Funds | Acquired Funds | Acquiring Funds | ||||||||
Account Type | Minimum | Class A and Class B | Class Y | Class Y | ||||||
Regular Accounts | Initial Investment | $ | 1,000 | None | None | |||||
Additional Investments | $ | 50 | Not Applicable | Not Applicable | ||||||
Individual Retirement Accounts | Initial Investment | $ | 250 | None | None | |||||
Additional Investments | $ | 50 | Not Applicable | Not Applicable | ||||||
Automatic Investment Plan | Initial Investment | $ | 100 | None | None | |||||
Additional Investments | $ | 50 | Not Applicable | Not Applicable |
Acquiring Funds | Acquired Funds | |||||||
Class Y | Class A | Class B | Class Y | |||||
Request made through an Authorized Broker-Dealer or Other Financial Institution or Adviser | Yes | Yes | Yes | Yes | ||||
Request Made by Mail | Yes | Yes | Yes | Yes | ||||
Request made by Telephone | Yes | Yes | Yes | Yes | ||||
Proceeds paid by Wire | Yes | Yes | Yes | Yes | ||||
Proceeds paid by Check | Yes | Yes | Yes | Yes | ||||
Check Writing Privileges | Not Applicable | Not Applicable | Not Applicable | Not Applicable | ||||
Involuntary Redemptions | Not Applicable | If your balance drops below $250 (60 days’ written notice) | If your balance drops below $250 (60 days’ written notice) | Not Applicable |
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Percentage Ownership of | ||||||||||||||||
Percentage | Total | Combined Portfolio after | ||||||||||||||
Ownership | Number of | the | ||||||||||||||
Fund | Name and Address | of Fund | Shares | Reorganization1 | ||||||||||||
Securities Fund | ||||||||||||||||
Short Intermediate Fund |
1 | On a pro forma basis, assuming that the value of the shareholder’s interest in the Portfolio on the date of consummation of the Reorganization is the same as the record date. |
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• | Credit Risk: The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation (such as the payment of interest or principal on a debt security). | ||
• | Interest Rate Risk: The risk of market losses attributable to changes in interest rates. With fixed rate securities, a rise in interest rates typically causes a fall in values. The yield earned by an Acquiring Fund will vary with changes in interest rates. | ||
• | Liquidity Risk: The risk that certain securities may be difficult or impossible to sell at the time and the price that the seller would like. | ||
• | Management Risk: As with any managed fund, the Adviser may not be successful in selecting the best performing securities or investment techniques, and the Acquiring Fund’s performance may lag behind that of similar funds. | ||
• | Market Risk: The risk that the market value of a security may fluctuate, sometimes rapidly and unpredictably. The prices of securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. | ||
• | Municipal Securities Risk: The amount of public information available about municipal securities is generally less than that for corporate equities or bonds, and the investment performance of an Acquiring Fund may therefore be more dependent on the analytical abilities of the Adviser than that of an equity fund or taxable bond fund. The secondary market for municipal securities also tends to be less well developed or liquid than many other securities markets, which may adversely affect an Acquiring Fund’s ability to sell its bonds at attractive prices or at prices approximating those at which an Acquiring Fund currently values them. The ability of municipal issuers to make timely payments of interest and principal may be diminished during general economic downturns and as governmental cost burdens are reallocated among federal, state and local governments. In addition, laws enacted in the future by Congress, state legislatures or referenda could extend the time for payment of principal and/or interest, or impose other constraints on enforcement of such obligations, or |
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on the ability of municipalities to levy taxes. Issuers of municipal securities might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, an Acquiring Fund could experience delays in collecting principal and interest and an Acquiring Fund may not, in all circumstances, be able to collect all principal and interest to which it is entitled. To enforce its rights in the event of a default in the payment of interest or repayment of principal, or both, an Acquiring Fund may take possession of and manage the assets securing the issuer’s obligations on such securities, which may increase an Acquiring Fund’s operating expenses. Any income derived from an Acquiring Fund’s ownership or management of such assets may not be tax-exempt. Although the municipal bonds acquired by an Acquiring Fund will generally be the subject of an opinion of counsel to the effect that interest on the bonds is excludable from gross income for federal income tax purposes, there can be no assurance that the IRS will in all cases agree. Any determination that interest on a municipal bond is not excludable from gross income will likely have an adverse affect on the value of the bond. The value of municipal bonds may also be affected by changes in the tax laws including the modification of the rules relating to the exemption from gross income on municipal securities and changes in tax rates generally, which could affect the value of the tax exemption even if the exemption is not itself modified. | |||
The Acquiring Funds invest significantly in municipal obligations of issuers located in Hawaii. The values of shares of the Acquiring Funds therefore will be affected by economic and political developments in Hawaii. | |||
• | Non-Diversification Risk: Each Acquiring Fund is “non-diversified” and, therefore, may invest a greater percentage of its assets in the securities of a single issuer than a mutual fund that is classified as “diversified.” Funds that invest in a relatively small number of issuers are more susceptible to risks associated with a single economic, political or regulatory occurrence, and the credit or other risks associated with a single or small number of issuers, than a diversified mutual fund might be. | ||
• | Opportunity Risk: The risk of missing out on an investment opportunity because the assets necessary to take advantage of the opportunity are tied up in less advantageous investments. | ||
• | Other Investment Company Risk: An Acquiring Fund may invest in securities issued by other investment companies, including (to the extent permitted by the 1940 Act, the rules thereunder and applicable SEC staff interpretations thereof, or applicable exemptive relief granted by the SEC) other investment companies managed by the Adviser. To the extent that an Acquiring Fund makes such investments, the Acquiring Fund’s ability to achieve its investment objective will depend on the ability of the funds in which it invests to achieve their own investment objectives. In addition, as a shareholder of another investment company, an Acquiring Fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. Accordingly, in addition to bearing their proportionate share of the Acquiring Fund’s expenses (i.e., management fees and operating expenses), shareholders will also indirectly bear similar expenses of any other investment companies in which the Acquiring Fund invests. | ||
• | Prepayment Risk: The risk that a debt security may be paid off and proceeds invested earlier than anticipated. Depending on market conditions, the new investments may or may not carry the same interest rate. | ||
• | U.S. Government Agencies Securities Risk: Certain U.S. Government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury, while others, such as securities issued by the Federal Farm Credit Bank, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and Federal Home Loan Bank, are supported only by the issuer’s right to borrow from the U.S. Treasury, by the discretionary authority of the U.S. Government to purchase the issuer’s obligations, or by the issuer’s own |
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credit. However, the Acquiring Funds will invest in the securities of such issuers only when the Adviser believes that the credit risk is minimal. | |||
• | Valuation Risk: The risk that an Acquiring Fund has valued certain of its securities at a higher price than it can sell them. |
Value of Assets Attributable to the Shares | |||||||
NAV | = | - | Value of Liabilities Attributable to the Shares | ||||
Number of Outstanding Shares |
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1. | TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF LIABILITIES AND THE ACQUIRING FUND SHARES AND LIQUIDATION OF THE ACQUIRED FUND |
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FUNDVANTAGE TRUST On behalf of its following series: Tax-Free Securities Fund Tax-Free Short Intermediate Securities Fund | ||||
By: | ||||
Name: | [____] | |||
Title: | [____] | |||
PACIFIC CAPITAL FUNDS On behalf of its following series: Tax-Free Securities Fund Tax-Free Short Intermediate Securities Fund | ||||
By: | ||||
Name: | [____] | |||
Title: | [____] | |||
For purposes of Sections 9.2, and 15 only: BANK OF HAWAII | ||||
By: | ||||
Name: | [____] | |||
Title: | [____] |
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Regular Mail: | Overnight Mail: | |||
[Fund Name] | [Fund Name] | |||
FundVantage Trust | FundVantage Trust | |||
c/o PNC Global Investment Servicing | c/o PNC Global Investment Servicing | |||
P.O. Box 9829 | 101 Sabin Street | |||
Providence, RI 02940-8029 | Pawtucket, RI 02860-1427 | |||
[insert phone number] |
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Pittsburgh, PA
ABA No:
DDA No:
Credit:
FBO: Shareholder name and account number
Regular Mail: | Overnight Mail: | |||
[Fund Name] | [Fund Name] | |||
FundVantage Trust | FundVantage Trust | |||
c/o PNC Global Investment Servicing | c/o PNC Global Investment Servicing | |||
P.O. Box 9829 | 101 Sabin Street | |||
Providence, RI 02940-8029 | Pawtucket, RI 02860-1427 | |||
[insert phone number] |
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• | reject any purchase order; | ||
• | suspend the offering of shares; and | ||
• | implement the initial and subsequent investment minimums. |
• | Write a letter of instruction that includes: the name of the applicable Fund, your account number, the name(s) in which the account is registered and the dollar value or number of shares you wish to sell. | ||
• | Include all signatures and any additional documents that may be required. | ||
• | Mail your request to: |
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Regular Mail: | Overnight Mail: | |||
[Fund Name] | [Fund Name] | |||
FundVantage Trust | FundVantage Trust | |||
c/o PNC Global Investment Servicing | c/o PNC Global Investment Servicing | |||
P.O. Box 9829 | 101 Sabin Street | |||
Providence, RI 02940-8029 | Pawtucket, RI 02860-1427 | |||
[(___)-___-___] |
• | A check will be mailed to the name(s) and address in which the account is registered and may take up to seven days. | ||
• | The Funds may require additional documentation or a medallion signature guarantee on any redemption request to help protect against fraud. | ||
• | The Funds require a medallion signature guarantee if the redemption exceeds [$50,000], the address of record has changed within the past 30 days or the proceeds are to be paid to a person other than the account owner of record. |
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• | a confirmation statement after every transaction; | ||
• | monthly account statements reflecting transactions made during the month; | ||
• | an annual account statement reflecting all transactions for the year; and | ||
• | tax information, within 60 days after the end of each year, a copy of which will also be filed with the IRS, if necessary. |
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Class A (PCTFX) | Class B (PCXBX) | Class Y (PTXFX) |
Class A (PCTSX) | Class Y (PTFSX) |
Pacific Capital Funds
3435 Stelzer Road
Columbus, Ohio 43219
[1-800-258-9232]
Class Y
(Ticker Symbol)
Class Y
(Ticker Symbol)
FundVantage Trust
301 Bellevue Parkway
Wilmington, Delaware 19809
[1-__- __-____]
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(1) | Statement of Additional Information dated November 27, 2009 with respect to the Acquired Funds (previously filed on EDGAR, Accession No. 0000950123-09-066344). | |
(2) | The audited financial statements and related report of the independent registered public accounting firm included in the Acquired Funds’ Annual Report to Shareholders for the fiscal year ended July 31, 2009 with respect to the Acquired Funds (previously filed on EDGAR, Accession No. 0001193125-09-202499). No other parts of the Annual Report are incorporated herein by reference. |
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Other | ||||||||||||
Number of | Directorship | |||||||||||
Funds in | s Held by | |||||||||||
Principal | Fund | Trustee | ||||||||||
Term of Office | Occupation(s) | Complex | During the | |||||||||
Name and | Position(s) Held | and Length of | During Past | Overseen | Past Five | |||||||
Date of Birth | with Trust | Time Served | Five Years | by Trustee | Years | |||||||
INTERESTED TRUSTEES1 | ||||||||||||
NICHOLAS M. MARSINI, JR. Date of Birth: 8/55 | Trustee | Shall serve until death, resignation or removal. Trustee since 2006. | Chief Financial Officer of PNC Global Investment Servicing Inc. from September 1997 to Present; Director of PFPC Distributors, Inc. | 15 | None | |||||||
STEPHEN M. WYNNE Date of Birth: 1/55 | Trustee | Shall serve until death, resignation or removal. Trustee since 2009. | Chief Executive Officer of PNC Global Investment Servicing from March 2008 to present; President, PNC Global Investment Servicing 2003 to 2008. | 15 | None | |||||||
INDEPENDENT TRUSTEES | ||||||||||||
ROBERT J. CHRISTIAN Date of Birth: 2/49 | Trustee and Chairman of the Board | Shall serve until death, resignation or removal. Trustee and Chairman since 2007. | Retired since February 2006; Executive Vice President of Wilmington Trust Company | 15 | WT Mutual Fund (12 portfolios); Optimum Fund Trust (6 portfolios). |
1 | Messrs. Marsini and Wynne are considered “interested persons” of the Trust as that term is defined in the 1940 Act. Mr. Marsini is an “interested Trustee” of the Trust because he is an affiliated person of the Underwriter by reason of his position as director of the Underwriter. Mr. Wynne is an “interested Trustee” of the Trust because he owns shares of the PNC Financial Services Group, Inc. (“PNC Financial Services”), of which the Underwriter is an indirect, wholly-owned subsidiary. In addition, Messrs. Marsini and Wynne each serve as an officer or director or is an employee of PNC Financial Services or one or more subsidiaries of PNC Financial Services which may be deemed to control, be controlled by or under common control with the Underwriter. |
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Other | ||||||||||||
Number of | Directorship | |||||||||||
Funds in | s Held by | |||||||||||
Principal | Fund | Trustee | ||||||||||
Term of Office | Occupation(s) | Complex | During the | |||||||||
Name and | Position(s) Held | and Length of | During Past | Overseen | Past Five | |||||||
Date of Birth | with Trust | Time Served | Five Years | by Trustee | Years | |||||||
from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) from 1996 to 2005; Vice President of RSMC 2005 to 2006. | ||||||||||||
IQBAL MANSUR Date of Birth: 6/55 | Trustee | Shall serve until death, resignation or removal. Trustee since 2007. | University Professor, Widener University. | 15 | None | |||||||
DONALD J. PUGLISI Date of Birth: 8/45 | Trustee | Shall serve until death, resignation or removal. Trustee since 2008. | Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; and MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; and Commissioner, The State of Delaware Public Service Commission from 1997 to 2004. | 15 | American Express Receivables Financing Corporation II; BNP US Funding L.L.C.; Merrill Lynch Mortgage Investors, Inc.; and SDG&E Funding LLC |
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Principal | ||||||
Term of Office and | Occupation(s) During | |||||
Name and | Position(s) Held | Length | Past | |||
Date of Birth | with Trust | of Time Served | Five Years | |||
JOEL WEISS Date of Birth: 1/63 | President and Chief Executive Officer | Shall serve until death, resignation or removal. Officer since 2007. | Vice President and Managing Director of PNC Global Investment Servicing (U.S.) Inc. since 1993. | |||
JAMES SHAW Date of Birth: 10/60 | Treasurer and Chief Financial Officer | Shall serve until death, resignation or removal. Officer since 2007. | Vice President of PNC Global Investment Servicing (U.S.) Inc. and predecessor firms since 1995. | |||
JENNIFER M. SHIELDS Date of Birth: 7/74 | Secretary | Shall serve until death, resignation or removal. Officer since 2008. | Vice President and Associate Counsel Regulatory Administration of PNC Global Investment Servicing (U.S.) Inc. since 2007; Attorney at the law firm of Pepper Hamilton LLP from 2005 to 2007. | |||
SALVATORE FAIA Date of Birth: 12/62 | Chief Compliance Officer | Shall serve until death, resignation or removal. Officer since 2007. | President and Founder of Vigilant Compliance Services since August 15, 2004; Senior Legal Counsel, PNC Global Investment Servicing (U.S.) Inc., from 2002 to 2004. |
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The Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support the conclusion that each Trustee is qualified to serve as a Trustee of the Trust. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee: Mr. Marsini is the Chief Financial Officer of PNC Global Investment Servicing Inc.; Mr. Wynne is the Chief Executive Officer of PNC Global Investment Servicing, Inc.; Mr. Christian served as the Executive Vice President of Wilmington Trust and currently serves as the Trustee to other mutual fund complexes; Mr. Mansur is a Professor of Finance, School of Business Administration, at Widener University; and Mr. Puglisi is the Managing Director of Puglisi & Associates and serves as a director for various other businesses.
In its periodic self-assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds. The summaries set forth above as to the experience, qualifications, attributes and/or skills of the Trustees do not constitute holding out the Board or any Trustee as having any special expertise or experience, and do not impose any greater responsibility or liability on any such person or on the Board as a whole than would otherwise be the case.
Aggregate Dollar Range of | ||||
Equity Securities in All | ||||
Registered Investment | ||||
Dollar Range of | Companies Overseen by | |||
Equity Securities | Trustee within the Family of | |||
Name of Trustee | in the Fund | Investment Companies | ||
Interested Trustees | ||||
Nicholas M. Marsini | None | None | ||
Stephen M. Wynne | None | None | ||
Independent Trustees | ||||
Robert J. Christian | None | None | ||
Iqbal Mansur | None | None | ||
Donald J. Puglisi | None | None |
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Total | ||||||||||||||||
Aggregate | Pension or Retirement | Compensation | ||||||||||||||
Compensation | Benefits Accrued as | Estimated Annual | from the | |||||||||||||
Name of Independent | from the | Part of the Trust’s | Benefits upon | Trust | ||||||||||||
Trustee | Trust | Expenses | Retirement | Complex | ||||||||||||
ROBERT J. CHRISTIAN | $ | 15,750 | $ | 0 | $ | 0 | $ | 15,750 | ||||||||
IQBAL MANSUR | $ | 16,000 | $ | 0 | $ | 0 | $ | 16,000 | ||||||||
DONALD J. PUGLISI | $ | 14,500 | $ | 0 | $ | 0 | $ | 14,500 |
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Ownership | ||
Predecessor Fund, Name, Address | Percentage | |
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For the Fiscal Year Ended | For the Fiscal Year Ended | For the Fiscal Year Ended | ||||||||||||||||||||||
July 31, 2007 | July 31, 2008 | July 31, 2009 | ||||||||||||||||||||||
Aggregate Advisory | Aggregate Advisory | Aggregate Advisory | ||||||||||||||||||||||
Fee Paid (Before | Aggregate | Fee Paid (Before | Aggregate | Fee Paid (Before | ||||||||||||||||||||
Fund | Waiver) | Fee Waived | Waiver) | Fee Waived | Waiver) | Aggregate Fee Waived | ||||||||||||||||||
Tax-Free Securities Fund | $ | 1,786,268 | $ | 446,574 | $ | 1,666,193 | $ | 416,551 | $ | 1,451,672 | $ | 362,931 | ||||||||||||
Tax-Free Short Intermediate Securities Fund | $ | 300,569 | $ | 60,132 | $ | 245,878 | $ | 49,175 | $ | 268,854 | $ | 53,775 |
(i) | “Other Accounts Managed.” Other accounts managed by the Portfolio Managers as of , 2010; | ||
(ii) | “Material Conflicts of Interest.” Material conflicts of interest identified by the Adviser that may arise in connection with the Portfolio Managers’ management of a Fund’s investments and investments of other accounts managed. These potential conflicts of interest include material conflicts between the investment strategy of a Fund and the investment strategy of the other accounts managed by the portfolio manager and conflicts associated with the allocation of investment opportunities between a Fund and other accounts managed by the portfolio manager. Additional conflicts of interest may potentially exist or arise that are not discussed below; | ||
(iii) | “Compensation.” A description of the structure of, and method used to determine the compensation received by the Funds’ Portfolio Managers from the Funds, the Adviser or any other source with respect to managing the Funds and any other accounts as of , 2010; and | ||
(iv) | “Ownership of Securities.” Information regarding the Portfolio Managers’ dollar range of equity securities beneficially owned in the Funds as of , 2010. |
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Total Assets | ||||||||||
Number of Accounts | Managed subject to | |||||||||
Managed subject to | a Performance Based | |||||||||
Portfolio Manager/ | Total Number of | Total Assets | a Performance Based | Advisory Fee | ||||||
Type of Accounts | Accounts Managed | (millions) | Advisory Fee | (millions) | ||||||
Stephen K. Rodgers | ||||||||||
Registered Investment Companies: | ||||||||||
Other Pooled Investment Vehicles: | ||||||||||
Other Accounts: | ||||||||||
Janet Katakura | ||||||||||
Registered Investment Companies: | ||||||||||
Other Pooled Investment Vehicles: | ||||||||||
Other Accounts: | ||||||||||
Denis Massey | ||||||||||
Registered Investment Companies: | ||||||||||
Other Pooled Investment Vehicles: | ||||||||||
Other Accounts: |
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Dollar Range of Tax-Free | ||||
Dollar Range of Tax-Free Securities | Short Intermediate Securities | |||
Portfolio Manager | Fund (Predecessor Fund) Shares | Fund (Predecessor Fund) Shares | ||
Stephen K. Rodgers | ||||
Janet Katakura | ||||
Denis Massey |
Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | ||||||||||
Fund | July 31, 2007 | July 31, 2008 | July 31, 2009 | |||||||||
Tax-Free Securities Fund | $ | 119,087 | $ | 111,080 | $ | 96,779 | ||||||
Tax-Free Short Intermediate Fund | $ | 24,046 | $ | 19,670 | $ | 21,509 |
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Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | ||||||||||
Fund | July 31, 2007 | July 31, 2008 | July 31, 2009 | |||||||||
Tax-Free Securities Fund | $ | 148,858 | $ | 138,850 | $ | 120,973 | ||||||
Tax-Free Short Intermediate Fund | $ | 30,058 | $ | 24,588 | $ | 26,885 |
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• | The ratings do not predict a specific percentage of default likelihood over any given time period. | ||
• | The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change. | ||
• | The ratings do not opine on the liquidity of the issuer’s securities or stock. | ||
• | The ratings do not opine on the possible loss severity on an obligation should an obligation default. | ||
• | The ratings do not opine on any quality related to an issuer or transaction’s profile other than the agency’s opinion on the relative vulnerability to default of the rated issuer or obligation. |
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• | Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; | ||
• | Nature of and provisions of the obligation; | ||
• | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
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• | The ratings do not predict a specific percentage of default likelihood or expected loss over any given time period. | ||
• | The ratings do not opine on the market value of any issuer’s securities or stock, or the likelihood that this value may change. | ||
• | The ratings do not opine on the liquidity of the issuer’s securities or stock. | ||
• | The ratings do not opine on the suitability of an issuer as a counterparty to trade credit. | ||
• | The ratings do not opine on any quality related to an issuer’s business, operational or financial profile other than the agency’s opinion on its relative vulnerability to default and relative recovery should a default occur. |
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• | “Positive” means that a rating may be raised. | ||
• | “Negative” means that a rating may be lowered. | ||
• | “Stable” means that a rating is not likely to change. | ||
• | “Developing” means a rating may be raised or lowered. |
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• | Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and | ||
• | Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
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(1)(a)(i) | Agreement and Declaration of Trust filed as exhibit 23(a)(i) to the Registrant’s Initial Registration Statement on Form N-1A filed with the Securities and Exchange Commission on March 7, 2007 (the “Initial Registration Statement”) and incorporated herein by reference. | |
(1)(a)(ii) | Certificate of Trust filed as exhibit 23(a)(ii) to the Initial Registration Statement and incorporated herein by reference. | |
(1)(a)(iii) | Amended Schedule A to Agreement and Declaration of Trust of FundVantage Trust filed as exhibit 23(a)(iii) to the Registrant’s Post-Effective Amendment No. 18 to the Registrant’s |
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Registration Statement on Form N-1A filed with the Securities and Exchange Commission on March 12, 2010 (“PEA No. 18”) and incorporated herein by reference. | ||
(2) | By-Laws filed as exhibit 23(b) to the Initial Registration Statement and incorporated herein by reference. | |
(3) | Not applicable. | |
(4) | Form of Agreement and Plan of Reorganization is filed herewith. | |
(5) | See Articles 3, 7 and 8 of the Agreement and Declaration of Trust filed as exhibit 23(a)(i) to the Initial Registration Statement. | |
(6)(a)(i) | Form of Investment Advisory Agreement with the Asset Management Group of Bank of Hawaii filed as exhibit 23(d)(x) to PEA No. 18 and incorporated herein by reference. | |
(7)(a)(i) | Underwriting Agreement filed as exhibit 23(e) to Pre-No. 1 and incorporated herein by reference. | |
(7)(a)(ii) | Amended and restated Exhibit A to the Underwriting Agreement filed as exhibit 23(e)(ii) to PEA No. 18 and incorporated herein by reference. | |
(8) | Not applicable. | |
(9)(a) | Custodian Services Agreement filed as exhibit 23(g) to Pre-No. 1 and incorporated herein by reference. | |
(9)(b) | Foreign Custody Manager Agreement filed as exhibit 23(g)(ii) to the Registrant’s Post-Effective Amendment No. 11 to the Registrant’s Registration Statement on Form N-1A filed with the Securities and Exchange Commission on December 16, 2008 (“PEA No. 11”) and incorporated herein by reference. | |
(10) | Not applicable | |
(11) | Opinion and consent of Pepper Hamilton LLP regarding validity of securities being offered is filed herewith. | |
(12) | Form of Opinion and consent of Pepper Hamilton LLP regarding tax matters is filed herewith. | |
(13)(a)(i) | Transfer Agency Services Agreement filed as exhibit 23(h)(i) to Pre-No. 1 and incorporated herein by reference. | |
(13)(a)(ii) | Amended and restated Exhibit A to the Transfer Agency Services Agreement filed as exhibit 23(h)(v) to PEA No. 18 and incorporated herein by reference. | |
(13)(a)(iii) | Form of Red Flags Services Amendment to Transfer Agency Agreement between the Registrant and PNC Global Investment Servicing (U.S.) Inc. filed as exhibit 23(h)(vi) to the Registrant’s Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed with the Securities and Exchange Commission on August 28, 2009 (“PEA No. 14”) and incorporated herein by reference. | |
(13)(b)(i) | Administration and Accounting Services Agreement filed as exhibit 23(h)(ii) to Pre-No. 1 and incorporated herein by reference. |
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(13)(b)(ii) | Amended and restated Exhibit A to the Administration and Accounting Services Agreement filed as exhibit 23(h)(vii) to PEA No. 18 and incorporated herein by reference. | |
(13)(c) | Form of Fee Waiver Agreement is filed herewith. | |
(14) | Consent of KPMG LLP is filed herewith. | |
(15) | Not applicable. | |
(16) | Powers of attorney are filed herewith. | |
(17)(a)(i) | Form of Proxy Card for the Tax-Free Securities Fund is filed herewith. | |
(17)(a)(ii) | Form of Proxy Card for the Tax-Free Short Intermediate Securities Fund is filed herewith. |
(1) | The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the 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 Securities Act of 1933, 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 shall file a final executed version of the legal and consent opinion as to tax matters as an exhibit to the subsequent post-effective amendment to its registration statement on Form N-14 filed with the SEC upon the closing of the reorganization contemplated by this Registration Statement on Form N-14. |
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FUNDVANTAGE TRUST | ||||
By: | /s/ Joel Weiss | |||
Joel Weiss, President and CEO | ||||
/s/ Robert J. Christian* | Trustee | March 15, 2010 | ||
/s/ Iqbal Mansur* | Trustee | March 15, 2010 | ||
/s/ Nicholas M. Marsini, Jr.* | Trustee | March 15, 2010 | ||
/s/ Donald J. Puglisi* | Trustee | March 15, 2010 | ||
/s/ Stephen M. Wynne* | Trustee | March 15, 2010 | ||
/s/ James Shaw | Treasurer and CFO | March 15, 2010 | ||
/s/ Joel Weiss | President and CEO | March 15, 2010 |
* | By: | /s/ Joel Weiss | ||
Joel Weiss | ||||
Attorney-in-Fact |
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EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |
(4) | Form of Agreement and Plan of Reorganization. | |
(11) | Opinion and consent of Pepper Hamilton LLP regarding validity of securities being offered. | |
(12) | Form of Opinion and consent of Pepper Hamilton LLP regarding tax matters. | |
(13)(c) | Form of Fee Waiver Agreement. | |
(14) | Consent of KPMG LLP. | |
(16) | Powers of attorney. | |
(17)(a)(i) | Form of Proxy Card for the Tax-Free Securities Fund. | |
(17)(a)(ii) | Form of Proxy Card for the Tax-Free Short Intermediate Securities Fund. |