AEMDX Acadian Emerging Markets Debt Fund Insti (MM)

SUBMISSION OF SHAREHOLDER PROPOSALS

The Advisors' Inner Circle Fund is organized as a business trust under the laws of the Commonwealth of Massachusetts. As such, The Advisors' Inner Circle Fund is not required to, and does not, have annual meetings. Nonetheless, the Board of Trustees may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the Declaration of Trust and By-Laws of The Advisors' Inner Circle Fund. Shareholders of each Old Fund who wish to present a proposal for action at a future meeting should submit a written proposal to The Advisors' Inner Circle Fund for inclusion in a future proxy statement. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval. If the Reorganization of an Old Fund is approved by its shareholders, there will be no further meetings of shareholders of such Old Fund.

SHAREHOLDERS SHARING THE SAME ADDRESS

If two or more shareholders share the same address, only one copy of this Proxy Statement is being delivered to that address, unless The Advisors' Inner Circle Fund has received contrary instructions from one or more of the shareholders at that shared address. Upon written or oral request, The Advisors' Inner Circle Fund will deliver promptly a separate copy of this Proxy Statement to a shareholder at a shared address. Please note that each shareholder will receive a separate proxy card, regardless of whether he or she resides at a shared address. Please call 1-877-299-USFS (8737) or forward a written request to The Advisors' Inner Circle Fund c/o SEI Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456 if you would like to (1) receive a separate copy of this Proxy Statement; (2) receive your annual reports or proxy statements separately in the future; or (3) request delivery of a single copy of annual reports or proxy statements if you are currently receiving multiple copies at a shared address.

APPENDIX A

FORM OF

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this [o] day of [o], 2013, between (i) The Advisors' Inner Circle Fund, a Massachusetts business trust with its principal place of business located at 101 Federal Street, Boston, Massachusetts 02110 ("Old Trust"), on behalf of the USFS Funds Limited Duration Government Fund and the USFS Funds Tactical Asset Allocation Fund, each a separate series of Old Trust (the "Old Funds"); (ii) USFS Funds Trust ("New Trust"), a Delaware statutory trust with its principal place of business located at 11270 West Park Place, Suite 1025, Milwaukee, Wisconsin 53224, on behalf of the USFS Funds Limited Duration Government Fund and the USFS Funds Tactical Asset Allocation Fund, each a separate series of New Trust (the "New Funds"); and (iii) Pennant Management, Inc. (the "Adviser") with respect to Paragraph 9.1 only. As used herein, "Fund" shall refer to any one of the Old Funds or New Funds and "Funds" shall refer to the New Funds and Old Funds collectively.

This Agreement is intended to be, and is adopted as, a "plan of reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The reorganization will consist of: (i) the transfer, at a closing (the "Closing") scheduled to occur immediately after the close of regular trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m., Eastern time) on March 28, 2013 (such time and date, the "Closing Date"), of all of the assets of each Old Fund in exchange for shares of beneficial interest of the respective New Fund ("New Fund Shares") as set forth on Schedule A attached hereto; (ii) the assumption by each New Fund of all liabilities of the respective Old Fund; and (iii) the distribution, at or after the Closing Date, of New Fund Shares to the shareholders of the respective Old Fund and the liquidation of each Old Fund as provided herein, all upon the terms and conditions set forth in this Agreement (the "Reorganization"). Notwithstanding anything to the contrary contained herein, the obligations, agreements, representations and warranties with respect to a Fund (the "Obligated Fund") shall be the obligations, agreements, representations and warranties of the Obligated Fund only, and in no event shall the other Fund, or the assets of the other Fund be held liable with respect to the breach or other default by the Obligated Fund of its obligations, agreements, representations and warranties as set forth herein.

WHEREAS, the New Funds and the Old Funds are separate series of New Trust and Old Trust, respectively, and New Trust and Old Trust are open-end, registered management investment companies, and each Old Fund owns securities that generally are assets of the character in which the Old Fund is permitted to invest;

WHEREAS, each Fund is authorized to issue its shares of beneficial interest; and

WHEREAS, the Board of Trustees of Old Trust, including a majority of its trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) (the "Independent Trustees"), have determined that the Reorganization is in the best long-term interests of the shareholders of each Old Fund and that the interests of the shareholders of each Old Fund will not be diluted as a result of the Reorganization.

NOW, THEREFORE, in consideration of the premises, covenants, and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF ASSETS OF EACH OLD FUND IN EXCHANGE FOR NEW FUND SHARES AND THE ASSUMPTION OF OLD FUND LIABILITIES
AND TERMINATION OF THE OLD FUNDS

1.1. THE EXCHANGE. Subject to the requisite approval of the shareholders of the Old Funds and the other terms and conditions contained herein and on the basis of the representations and warranties contained herein, each Old Fund will sell, assign, convey, transfer and deliver all of its assets, as set forth in Paragraph 1.2 (the "Assets"), to the respective New Fund. In exchange, each New Fund will (a) issue and deliver to the respective Old Fund in exchange for the net assets attributable to the shares of the Old Fund, a number of New Fund Shares (including fractional shares, if any) determined by dividing the value of such net assets, computed in the manner and as of the time and date set forth in Paragraph 2.1, by the net asset value of one New Fund Share computed in the manner and as of the time and date set forth in Paragraph 2.2 and (b) assume all liabilities of the respective Old Fund, as set forth in Paragraph 1.3 (the "Liabilities"). Such transactions shall take place at the Closing Date.

1.2. ASSETS TO BE ACQUIRED. The Assets shall consist of all assets and property of every kind and nature, including all cash, cash equivalents, securities, commodities, interests in futures and dividends or interest receivables, receivables for shares sold, claims and rights of action, books and records and any other rights that are owned by the Old Fund at the Closing Date, and any deferred or prepaid expenses shown as an asset on the books of the Old Fund at the Closing Date.

Each Old Fund has provided the respective New Fund with its most recent audited financial statements, which contain a list of all of the Old Fund assets as of the date of such statements. Each Old Fund represents that as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities, changes in the market value of portfolio securities, and the payment of normal operating expenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders.

1.3. LIABILITIES TO BE ASSUMED. The Liabilities shall consist of all of the Old Funds' liabilities, whether known or unknown, accrued or contingent, debts, obligations, and duties existing at the Closing Date, including, for the avoidance of doubt, such liabilities, debts obligations and duties arising after the Closing Date to the extent they relate to actions (or the failure to act) prior to the Closing Date. Each Old Fund will endeavor in good faith to discharge all of its known liabilities and obligations to the extent reasonably possible prior to the Closing Date.

1.4. LIQUIDATION AND DISTRIBUTION. At or as soon after the Closing Date as is conveniently practicable: (a) each Old Fund will distribute all of the New Fund Shares it receives pursuant to Paragraph 1.1(a) above to its shareholders of record as of the Closing Date (the "Old Fund Shareholders"), in proportion to their Old Fund shares then held of record and in constructive exchange therefor, and (b) each Old Fund will thereupon proceed to terminate as set forth in Paragraph 1.8 below.

Such liquidation and distribution will be accomplished by the transfer of New Fund Shares credited to the account of the respective Old Fund on the books of the New Fund to open accounts on the share records of the New Fund in the name of the Old Fund Shareholders, and represent the respective pro rata number of New Fund Shares due such shareholders. The aggregate net asset value of New Fund Shares issued pursuant to this Paragraph will equal the aggregate net asset value of the Old Fund shares, each as determined at the Closing Date using the valuation procedures set forth below. All issued and outstanding shares of the Old Funds will simultaneously be canceled on the books of the Old Funds. The

New Funds shall not issue certificates representing New Fund Shares in connection with such transfer. Each Old Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Old Fund before the Closing Date with respect to Old Fund shares that are held of record by each Old Fund Shareholder at the Closing Date.

1.5. OWNERSHIP OF SHARES. Ownership of New Fund Shares will be shown on the books of the New Funds' transfer agent. Shares of each New Fund will be issued simultaneously to the respective Old Fund, in an amount equal in value to the net asset value of the Old Fund shares, to be distributed to the Old Fund Shareholders.

1.6. TRANSFER TAXES. Any transfer taxes payable upon the transfer of New Fund Shares in a name other than the registered holder of the Old Fund shares on the books of the respective Old Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such New Fund Shares are to be transferred.

1.7. REPORTING RESPONSIBILITY. Any reporting responsibility of any Old Fund, including the responsibility for filing regulatory reports, tax returns and other documents with the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority for periods ending on or prior to the Closing Date, is and shall remain the responsibility of the Old Fund, up until and including: (a) the Closing Date; and (b) such later date on which the Old Fund is terminated; provided, that (x) each New Fund shall be responsible for preparing and filing any Form N-Q or Form N-CSR (including the annual report to shareholders) if the fiscal period relating to such form ended prior to the Closing Date, but as of the Closing Date such form has not yet been filed; (y) the Old Funds shall prepare or cause to be prepared the Old Funds' tax returns for the 2012 tax year, which returns shall be filed by the New Funds; and (z) for purposes of clarification, any tax returns of the Old Funds for the taxable year including the Closing Date and for which the taxable year of the Old Funds does not end, shall be the responsibility of the respective New Funds.

1.8. TERMINATION. After the Closing Date, the Old Funds shall not conduct any business except in connection with their dissolution and termination. As soon as reasonably practicable after distribution of the New Fund Shares pursuant to Paragraph 1.4 (a) each Old Fund shall be terminated as a series of Old Trust and (b) Old Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect each Old Fund's complete dissolution.

ARTICLE II

VALUATION

2.1. VALUATION OF ASSETS. The value of the Assets to be acquired by the New Funds hereunder shall be the value of such Assets computed as of the Closing Date after the declaration and payment of any dividends and/or other distributions on that date, if any, using the valuation procedures set forth in Old Trust's Amended and Restated Agreement and Declaration of Trust and the Old Funds' then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the parties.

2.2. VALUATION OF SHARES. The net asset value per share of New Fund Shares shall be the net asset value per share computed as of the Closing Date, using the valuation procedures set forth in New Trust's Agreement and Declaration of Trust and the New Funds' then current prospectus and statement of additional information.

2.3. SHARES TO BE ISSUED. The number of New Fund Shares to be issued (including fractional shares) shall be determined in accordance with Paragraph 1.1.

2.4. DETERMINATION OF VALUE. Except with respect to the Old Funds' Assets, which shall be valued by SEI Investments Global Funds Services ("SEI") in accordance with its regular practice in pricing the Assets of the Old Funds, all computations of value shall be made by U.S. Bancorp Fund Services, LLC ("USBFS"), in accordance with its regular practice in pricing the shares and assets of the New Funds. The New Funds and Old Funds agree, however, to use all commercially reasonable efforts to resolve any material pricing differences between the prices of portfolio securities determined in accordance with the pricing policies and procedures of the New Funds and those determined in accordance with the pricing policies and procedures of the Old Funds.

ARTICLE III

CLOSING AND CLOSING DATE

3.1. CLOSING DATE. The Closing shall occur at the Closing Date or such other date(s) or time(s) as the parties may agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as at the Closing Date unless otherwise provided herein. The Closing shall occur at the offices of USBFS, 615 East Michigan Street, Milwaukee, Wisconsin 53202, or at such other time and/or place as the parties may agree in writing.

3.2. CUSTODIAN'S CERTIFICATE. The portfolio securities of the Old Funds shall be made available by the Old Funds to the New Funds' custodian, for examination no later than five business days preceding the Closing Date. Union Bank, N.A., 475 Sansome Street, 15th Floor, San Francisco, California 94111, as custodian for the Old Funds, shall deliver at the Closing a certificate of an authorized officer representing that: (a) each Old Fund's Assets have been delivered in proper form to the respective New Fund at the Closing Date; (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Old Funds; and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by the Old Funds to the New Funds, as reflected on each New Fund's books immediately after the Closing Date, does or will conform to that information on the respective Old Fund's books immediately before the Closing Date.

3.3. EFFECT OF SUSPENSION IN TRADING. In the event that on the Closing Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of the New Funds or the Old Funds are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or
(b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the New Funds or the Old Funds is impracticable, the Closing Date shall be postponed until the third business day after the day when trading is fully resumed and reporting is restored.

3.4. TRANSFER AGENT'S CERTIFICATE. Old Trust shall direct DST Systems, Inc., 333 West 11th Street, Kansas City, Missouri 64105, as transfer agent for the Old Funds ("DST"), to deliver at the Closing to the New Funds, a certificate of an authorized officer listing the names and addresses of all Old Fund Shareholders, and the number and percentage ownership of outstanding shares of each Old Fund owned by each such shareholder immediately prior to the Closing. New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing an authorized officer's certificate, or other evidence satisfactory to Old Trust, stating (a) that it has opened accounts on each New Fund's shareholder records in the names of the respective Old Fund Shareholders and (b) that the New Fund

Shares to be credited to each respective Old Fund at the Closing Date have been credited to each Old Fund's account on those records.

3.5. BILL OF SALE; ASSUMPTION OF LIABILITIES. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1. REPRESENTATIONS OF OLD TRUST. Except as has been fully disclosed to New Trust in a written statement executed by an officer of Old Trust, Old Trust, on behalf of the Old Funds, represents and warrants to New Trust, on behalf of the New Funds, as follows:

(a) The Old Funds are each a separate series of Old Trust, a Massachusetts business trust, duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. As used in this Agreement, the term "good standing under the laws of the Commonwealth of Massachusetts" means (i) having filed a copy of the Old Trust's declaration of trust pursuant to Chapter 182 of the General Laws of the Commonwealth of Massachusetts ("Chapter 182"), (ii) having filed the necessary certificates required to be filed under Chapter 182, (iii) having paid the necessary fees due thereon and (iv) being authorized to exercise in the Commonwealth of Massachusetts all of the powers recited in the Old Trust's declaration of trust and to transact business in the Commonwealth of Massachusetts.

(b) Old Trust is registered as an open-end management investment company, and the registration of the Old Funds' shares on Form N-1A with the SEC under the 1940 Act is in full force and effect.

(c) The current prospectus, statement of additional information, shareholder reports, marketing and other related materials of the Old Funds and the Proxy Statement (as defined in Paragraph 5.6) conform in all material respects to the applicable requirements of the Securities Act of 1933 (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act, and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(d) The Old Funds are not, and the execution, delivery, and performance of this Agreement (subject to approval by the Old Funds Shareholders) will not, result in the violation of any material provision of Old Trust's Agreement and Declaration of Trust or Bylaws (as either may have been amended from time to time) or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which Old Trust, on behalf of the Old Funds, is a party or by which it is bound.

(e) The Old Funds have no material contracts or other commitments (other than this Agreement) that if terminated will result in material liability to the Old Funds, except for liabilities, if any, to be discharged or assumed as provided in Paragraph 1.3 hereof.

(f) No litigation, administrative proceeding, or investigation of or before any court, governmental body, or arbitrator is presently pending, or to its knowledge, threatened against Old Trust, with respect to any Old Fund or any Assets of any Old Fund, which, if adversely determined, would materially and adversely affect any Old Fund's financial condition, the conduct of its business, or its

ability to carry out the transactions contemplated by this Agreement. Old Trust, on behalf of the Old Funds, knows of no facts that might form the basis for the institution of such proceedings, and it is not a party to or subject to the provisions of any order, decree, or judgment of any court, governmental body, or arbitrator that materially and adversely affects any Old Fund's business or Old Trust's ability to consummate the transactions contemplated herein.

(g) Each Old Fund's Statement of Assets and Liabilities, Schedule of Investments, Statement of Operations, and Statement of Changes in Net Assets (each, a "Statement") at and for the fiscal year (in the case of the Statement of Changes in Net Assets, for the two fiscal years) ended December 31, 2012, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and are in accordance with generally accepted accounting principles consistently applied in the United States ("GAAP"); and those Statements (copies of which Old Trust has furnished to New Trust) present fairly, in all material respects, each Old Fund's financial condition at that date in accordance with GAAP and the results of its operations and changes in its net assets for the period then ended, and there are no known contingent liabilities of any Old Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP at that date that are not disclosed therein.

(h) Since December 31, 2012, there has been no material adverse change in any Old Fund's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Old Funds of material indebtedness, except as otherwise disclosed to and accepted by the New Funds in writing. For the purposes of this Subparagraph (h), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the market value of portfolio securities, the discharge of any Old Fund's liabilities, or the redemption of any Old Fund's shares by its shareholders, shall not constitute a material adverse change.

(i) On the Closing Date, all federal and other tax returns and reports of the Old Funds required by law to be filed by such date (giving effect to any extensions), shall have been filed and are or will be correct in all respects, and all federal and other taxes shown due on such returns and reports shall have been paid, or provision shall have been made for the payment thereof and any such unpaid tax liabilities of the Old Funds will have been adequately provided for on its books referred to in Paragraph 4.1(g) . To each Old Fund's knowledge, no such return is currently under audit or has been selected for future audit, and no assessment for taxes, interest or penalty has been asserted with respect to such returns. Each Old Fund is in compliance with all applicable governmental regulations pertaining to the reporting of distributions on and redemptions of its shares and to withholding in respect thereof and is not liable for any penalties that could be imposed thereunder.

(j) The Old Funds will provide access to their books and records to the New Funds for purposes of preparing any tax returns required by law to be filed after the Closing Date.

(k) All issued and outstanding shares of the Old Funds are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-assessable by the Old Funds and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. All of the issued and outstanding shares of the Old Funds will, on the Closing Date, be held by the persons and in the amounts set forth in the records of the Old Funds' transfer agent as provided in Paragraph 3.4. The Old Funds have no outstanding options, warrants, or other rights to subscribe for or purchase any of the Old Funds' shares, and have no outstanding securities convertible into any of the Old Funds' shares.

(l) For all prior taxable years, each Old Fund has met (and for that portion of the taxable year including the Closing Date will meet) the requirements of Part I of Subchapter M of Chapter 1 of Subtitle A of the Code ("Subchapter M") for qualification as a regulated investment company

("RIC") and has been (and for that portion of the taxable year including the Closing Date will be) eligible to and has computed (and for that portion of the taxable year including the Closing Date will compute) its federal income tax under Code section 852. Each Old Fund has not at any time since its inception been liable for, and is not now liable for, any income or excise tax pursuant to Code sections 852 or 4982. Each Old Fund is and was a "fund" (as defined in Code section 851(g)(2), eligible for treatment under Code section 851(g)(1)) for all prior taxable years (including the taxable year including the Closing Date). Each Old Fund has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it. Neither Old Fund has taken any action, caused any action to be taken, or caused any action to fail to be taken which action or failure could cause the respective Old Fund to fail to qualify as a RIC.

(m) On the Closing Date, each Old Fund will have good and marketable title to its Assets to be transferred to the respective New Fund pursuant to Paragraph 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such Assets hereunder free of any liens or other encumbrances of any nature whatsoever except liens or encumbrances of which the New Trust has received written notice and such restrictions as might arise under the 1933 Act with respect to privately placed or otherwise restricted securities that it may have acquired in the ordinary course of business, provided that the New Funds will acquire Assets that are segregated or pledged as collateral for the Old Funds' short sale and derivative positions (if any) subject to such segregation and liens that apply to such Assets.

(n) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary actions on the part of the Old Funds. Subject to approval by the Old Funds Shareholders, this Agreement constitutes a valid and binding obligation of Old Trust, with respect to the Old Funds, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles.

(o) The information to be furnished by Old Trust for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents filed or to be filed with any federal, state, or local regulatory authority (including the Financial Industry Regulatory Authority, Inc. ("FINRA") that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations under those laws applicable to those transactions; and the prospectus and statement of additional information of the Old Funds and the Proxy Statement (as defined in Paragraph 5.6) (other than written information provided by New Trust for inclusion therein) will, on their respective effective dates, at the Closing Date, and at the time of the meeting of the Old Funds Shareholders, 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, in light of the circumstances under which they were made, not misleading.

(p) The Old Funds investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Old Funds' prospectus, except as previously disclosed in writing to New Trust.

(q) The New Fund Shares to be issued to each respective Old Fund pursuant to Paragraph 1.1 are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof.

(r) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by an Old Fund of the transactions contemplated by this

Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or blue sky laws.

4.2. REPRESENTATIONS OF NEW TRUST. Except as has been fully disclosed to Old Trust in a written statement executed by a New Trust officer, New Trust, on behalf of the New Funds, represents and warrants to Old Trust, on behalf of the Old Funds, as follows:

(a) The New Funds are each a separate series of New Trust, a Delaware statutory trust, duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) New Trust is registered as an open-end management investment company, and New Trust's registration of each New Fund's shares with the SEC under the 1940 Act is in full force and effect.

(c) The current prospectus and statement of additional information of the New Funds conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act, and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not materially misleading.

(d) The New Funds are not, and the execution, delivery and performance of this Agreement will not result in a violation of any material provision of New Trust's Agreement and Declaration of Trust or Bylaws (as either may have been amended from time to time) or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the New Funds are a party or by which it is bound.

(e) No litigation, administrative proceeding or investigation of or before any court, governmental body, or arbitrator is presently pending, or to its knowledge, threatened against the New Funds or any of their properties or assets, which, if adversely determined, would materially and adversely affect their financial condition, the conduct of their businesses, or the ability of the New Funds to carry out the transactions contemplated by this Agreement. New Trust, on behalf of the New Funds, knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(f) The New Funds will provide access to their books and records to the Old Funds as reasonably required for purposes of preparing any tax returns required by this Agreement to be prepared by the Old Funds after the Closing Date.

(g) The New Funds are, and will be at the Closing Date, each a new series portfolio of New Trust created within the last twelve (12) months, without assets or liabilities, formed for the sole purpose of receiving the assets, and assuming the liabilities of, the respective Old Funds in connection with the Reorganization and will not carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of investment operations). Accordingly, the New Funds have not prepared books of account and related records or financial statements. There shall be no issued and outstanding shares of either New Fund prior to the Closing Date other than shares issued to its sole shareholder.

(h) All issued and outstanding New Funds Shares are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-assessable by the New Funds and will have been issued in compliance with all applicable registration or qualification requirements of

federal and state securities laws. The New Funds Shares to be issued and delivered to the Old Funds, for the account of the Old Fund Shareholders, under the terms of this Agreement, will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued New Fund Shares, and will be fully paid and non-assessable with no personal liability attaching to the ownership of those shares. The New Funds have no outstanding options, warrants, or other rights to subscribe for or purchase any New Funds Shares, and there are no outstanding securities convertible into any New Funds Shares.

(i) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the New Funds. This Agreement constitutes a valid and binding obligation of the New Funds, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles.

(j) The information to be furnished by the New Funds for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations under those laws applicable to those transactions.

(k) Any written information furnished by New Trust or the New Funds with respect to New Trust or the New Funds for use in the Proxy Statement (as defined in Paragraph 5.6) 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 required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading.

(l) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by an Old Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or blue sky laws.

(m) Each New Fund (i) will elect to be taxed as a RIC under Subchapter M of the Code for its taxable year that includes the Closing Date, and intends to qualify for such treatment in subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Code section 852 for the taxable year that includes the Closing Date, (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Code section 851(g) for the taxable year that includes the Closing Date, and (iv) the consummation of the transactions contemplated by the Agreement will not cause any New Fund to fail to qualify as a RIC from and after the Closing Date.

(n) New Trust has filed a registration statement for the purpose of registering the securities to be issued by the New Funds to the Old Funds under the 1933 Act and the 1940 Act (the "Registration Statement").

ARTICLE V

COVENANTS

5.1. OPERATION IN ORDINARY COURSE. Subject to Paragraph 8.5, each of the New Funds and the Old Funds will operate their businesses in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary distributions and shareholder redemptions in the case of the Old Funds.

5.2. APPROVAL OF SHAREHOLDERS. Old Trust will call a special meeting of the Old Fund Shareholders to consider the approval of this Agreement and to take all other action necessary to obtain approval of the transactions contemplated hereby.

5.3. ADDITIONAL INFORMATION. Old Trust will assist New Trust in obtaining such information as New Trust reasonably requests concerning the beneficial ownership of the Old Funds' shares.

5.4. FURTHER ACTION. Subject to the provisions of this Agreement, New Trust and Old Trust will each take or cause to be taken, all actions and to do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

5.5. STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty days after the Closing Date, Old Trust shall furnish New Trust, in such form as is reasonably satisfactory to New Trust, a statement of the earnings and profits of each of the Old Funds for federal income tax purposes that will be carried over by the respective New Fund as a result of Code section 381 and certified by Old Trust's Treasurer.

5.6. PREPARATION OF PROXY STATEMENT. The Old Trust, on behalf of the Old Funds, and with the assistance of USBFS, on behalf of New Trust, will prepare and file with the SEC a Schedule 14A proxy statement of the Old Funds relating to the transaction contemplated by this Agreement (the "Proxy Statement") subject to approval of Old Trust's Board. The Proxy Statement shall be in compliance with the 1933 Act, the 1934 Act and the 1940 Act, and the rules thereunder. USBFS will provide the Old Trust with the materials and information necessary to prepare the Proxy Statement in connection with the meeting of the Old Fund Shareholders. Provided, however, to the extent required by the SEC or otherwise determined to be appropriate in the reasonable business judgment of New Trust, on behalf of the New Funds, a proxy statement/prospectus filed on Form N-14 and in compliance with the 1933 Act, the 1934 Act and the 1940 Act, and the rules thereunder, shall be prepared and filed with the SEC in lieu of the Proxy Statement, by the New Trust, on behalf of the New Funds, and with the assistance of the Old Trust or its designee. The Old Trust will provide or cause to be provided to the New Trust such materials and information necessary to prepare the Form N-14.

5.7. INSURANCE. For the period beginning at the Closing Date and ending no less than six years thereafter, the Old Funds shall, at no expense to the New Funds, provide or cause to be provided "run-off" directors and officers errors and omissions insurance policy(ies) which cover(s) the present and former trustees and officers of the Old Trust, with respect to the Old Funds ("Run-Off Coverage"). The Run-Off Coverage shall provide the Old Trust's trustees and officers with coverage equivalent to that provided to the Old Trust's trustees and officers under the insurance policy(ies) from time to time in effect with respect to the Old Trust and its trustees and officers generally.

5.8. INDEMNIFICATION.

(a) Each New Fund (solely out of its assets and property, including any amounts paid to the New Fund pursuant to any applicable liability insurance policies or indemnification agreements) agrees to indemnify and hold harmless the respective Old Fund and Old Trust's trustees and officers from and against any and all losses, claims, damages, liabilities or expenses (including the payment of reasonable legal fees and reasonable costs of investigation) to which the Old Fund or any of Old Trust's trustees or officers may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by New Trust of any of its representations, warranties, covenants or agreements on behalf of the New Fund set forth in this Agreement.

(b) To the extent a claim is not covered under the Run-Off Coverage or the Run-Off Coverage is not sufficient to fully satisfy the claim against the Old Trust's trustees or officers, acting in their capacities as such, and there remains any liability ("Remaining Liability"), the New Funds agree to indemnify, including the obligation to advance expenses to, the Old Trust's trustees or officers for any Remaining Liability as provided for under the Old Trust's declaration of trust and bylaws as in effect as of the Closing Date. The New Funds' obligation to indemnify the Old Trust's trustees or officers for Remaining Liability shall survive the Reorganization as obligations of the New Funds and shall continue in full force and effect, without any amendment thereto, and shall constitute rights that may be asserted against the New Funds, their successors or assigns. The Old Trust agrees to, and agrees to use its commercially reasonable best efforts to cause the Old Trust's current and former trustees and officers to, cooperate and take all reasonable actions requested by the New Trust in connection with its obligation to provide indemnification as described in this Paragraph 5.8(b) .

5.9. QUALIFICATION AS A REORGANIZATION. It is the intention of the parties that the transaction will qualify as a reorganization within the meaning of Code section 368(a). Neither New Trust, the New Funds, Old Trust nor the Old Funds shall take any action, or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Code section 368(a). At or prior to the Closing Date, New Trust, the New Funds, Old Trust and the Old Funds will take such action, or cause such action to be taken, as is reasonably necessary to enable Godfrey & Kahn, S.C., counsel to the New Funds, to render the tax opinion required herein (including, without limitation, each party's execution of representations reasonably requested by and addressed to Godfrey & Kahn, S.C.).

5.10. The New Trust covenants to establish and organize each New Fund so that it may conduct its business in substantially the same manner as the business of the corresponding Old Fund is currently conducted between the date hereof and the Closing, including, but not limited to, the making of any necessary regulatory filing, the opening of any accounts and the entering into of any contracts with service providers. In addition, prior to the Closing, (a) the Trustees of the New Trust, on behalf of each New Fund, shall have authorized the issuance of and each New Fund shall have issued one share to the Adviser as the sole initial shareholder in consideration of the payment of $10.00, (b) such sole initial shareholder shall have, among other things, approved the investment advisory agreement between the New Trust, on behalf of the New Funds, and the Adviser, and (c) immediately prior to or contemporaneously with the consummation of the transactions described in this Agreement, the share of each New Fund acquired by such sole initial shareholder has been or is redeemed for $10.00.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE OLD TRUST

The obligations of Old Trust, on behalf of the Old Funds, to consummate the transactions provided for herein shall be subject, at its election, to the performance by New Trust, on behalf of the New Funds, of all the obligations to be performed by it pursuant to this Agreement, at or before the Closing Date and, in addition, shall be subject to the following conditions:

6.1. All representations, warranties, and covenants of New Trust contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of that Closing Date. New Trust shall have delivered to Old Trust on such Closing Date a certificate executed on behalf of the New Funds by New Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to Old Trust and dated as of the Closing Date, to such effect and as to such other matters as Old Trust shall reasonably request.

6.2. Old Trust shall have received on the Closing Date an opinion from Godfrey & Kahn, S.C., 780 North Water Street, Milwaukee, Wisconsin 53202, counsel to New Trust, dated as of such Closing Date, in a form reasonably satisfactory to Old Trust, covering the following points:

(a) New Trust is a statutory trust validly existing and in good standing under the laws of the State of Delaware, and, to such counsel's knowledge, has the power to own all of its properties and assets and to carry on its business as presently conducted.

(b) New Trust is registered as an investment company under the 1940 Act, and, to such counsel's knowledge, such registration with the SEC is in full force and effect.

(c) This Agreement has been duly authorized, executed, and delivered by New Trust, on behalf of the New Funds, and, assuming due authorization, execution and delivery of this Agreement by Old Trust, is a valid and binding obligation of New Trust enforceable against New Trust and New Funds in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and other equitable principles.

(d) Assuming that a consideration of not less than the net asset value of the New Fund Shares has been paid, New Fund Shares to be issued and delivered to each respective Old Fund, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of any New Fund has any preemptive rights with respect to New Fund Shares.

(e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by New Trust of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under Delaware securities laws.

(f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of New Trust's Agreement and Declaration of Trust or Bylaws.

(g) To the knowledge of such counsel, and except as otherwise disclosed to Old Trust pursuant to paragraph 4.2(e) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to New Trust or the New Funds and neither New Trust nor the New Funds is 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 its business.

(h) The Registration Statement with respect to the shares of beneficial interest of each New Fund to be delivered to the corresponding Old Fund's shareholders in accordance with Article 1 hereof shall have become effective, and no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto, shall have been issued prior to the Closing or shall be in effect at the Closing, and no proceedings for the issuance of such an order shall be pending or, to such counsel's knowledge, threatened on that date.

6.3. As of the Closing Date, with respect to the Reorganization of the Old Funds, there shall have been no material change in the investment objective, policies and restrictions nor any material change in the investment management fees, other fees payable for services provided to the New Funds, fee waiver or expense reimbursement undertakings, from the investment objective, policies and restrictions and fee amounts and undertakings of the New Funds described in the Proxy Statement. The New Trust, on behalf of the New Funds, shall have entered into an expense limitation agreement with the Adviser consistent with the form of expense limitation agreement filed with the Registration Statement and in the amounts and duration as disclosed in the Registration Statement, such duration to be no less than one year from the Closing Date.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE NEW TRUST

The obligations of New Trust, on behalf of the New Funds, to consummate the transactions provided for herein shall be subject, at its election, to the performance by Old Trust, on behalf of the Old Funds, of all the obligations to be performed by it pursuant to this Agreement, at or before the Closing Date and, in addition, shall be subject to the following conditions:

7.1. All representations, warranties, and covenants of Old Trust contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of that Closing Date. Old Trust shall have delivered to New Trust on such Closing Date a certificate executed on behalf of the Old Funds by Old Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to New Trust and dated as of the Closing Date, to such effect and as to such other matters as New Trust shall reasonably request.

7.2. New Trust shall have received on the Closing Date an opinion from Morgan, Lewis & Bockius, LLP, 1701 Market Street, Philadelphia, PA 19103, counsel to Old Trust, dated as of such Closing Date, in a form reasonably satisfactory to New Trust, covering the following points:

(a) Old Trust is a business trust duly organized, validly existing under the laws of the Commonwealth of Massachusetts and in good standing under the laws of the Commonwealth of Massachusetts and, to such counsel's knowledge, has the power to own all of its properties and assets and to carry on its business as presently conducted.

(b) Old Trust is registered as an investment company under the 1940 Act, and, to such counsel's knowledge, such registration with the SEC is in full force and effect.

(c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is

required for consummation by Old Trust of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under Massachusetts securities laws.

(d) The Agreement has been duly authorized, executed, and delivered by Old Trust on behalf of the Old Funds, and, assuming due authorization, execution and delivery of this Agreement by New Trust, is a valid and binding obligation of Old Trust enforceable against Old Trust and Old Funds in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and other equitable principles.

(e) Each Old Fund has the power to sell, assign, transfer and deliver its Assets to be transferred by it under the Agreement, and, upon consummation of the transactions contemplated hereby, each Old Fund will have transferred such Assets to the respective New Fund.

(f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a material violation of Old Trust's Amended and Restated Agreement and Declaration of Trust or Bylaws.

(g) To the knowledge of such counsel, and except as otherwise disclosed to New Trust pursuant to paragraph 4.1(f) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to Old Trust or the Old Funds and neither Old Trust nor the Old Funds is 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 its business.

7.3. In providing the opinion set forth in Section 7.2, Morgan, Lewis & Bockius, LLP (i) may rely on the opinion of other counsel to the extent set forth in such opinion, provided such other counsel is reasonably acceptable to the New Trust; and (ii) may rely upon officers' certificates and certificates of public officials.

7.4. Old Trust shall have furnished to New Trust a certificate, signed by Old Trust's President or Vice President and its Treasurer or Assistant Treasurer, as to the adjusted tax basis in the hands of the Old Funds of the securities delivered to the New Funds pursuant to this Agreement.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF NEW TRUST AND OLD TRUST

If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Old Funds or the New Funds, any party to this Agreement, at its option, shall not be required to consummate the transactions contemplated by this Agreement:

8.1. This Agreement and the transactions contemplated herein, with respect to the Old Funds, shall have been approved by the requisite vote of the holders of the outstanding shares of the Old Funds in accordance with Massachusetts law and the provisions of Old Trust's Amended and Restated Agreement and Declaration of Trust and Bylaws and the 1940 Act. Certified copies of the resolutions evidencing such approval shall have been delivered to New Trust. Notwithstanding anything herein to the contrary, neither New Trust nor Old Trust may waive the conditions set forth in this Paragraph 8.1.

8.2. At the Closing Date, the SEC shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no third-party action, suit or other proceeding shall be threatened or 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 the transactions contemplated herein.

8.3. All required consents of other third parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the SEC and of state blue sky securities authorities, including any necessary "no-action" positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the New Funds or the Old Funds, provided that either party hereto may waive any such conditions for itself.

8.4. The Registration Statement shall have become effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto, shall have been issued under the 1933 Act prior to the Closing Date or shall be in effect at the Closing Date, and no proceedings for the issuance of such an order shall be pending or threatened as of the Closing Date.

8.5. The parties shall have received a favorable opinion of Godfrey & Kahn, S.C. ("Tax Counsel"), as of the Closing Date and addressed to New Trust and Old Trust substantially to the effect that for federal income tax purposes with respect to the Old Funds:

(a) The transfer of all of each Old Fund's Assets in exchange solely for the respective New Fund Shares and the assumption by the respective New Fund of the Liabilities of the Old Fund (followed by the distribution of New Fund Shares to the Old Fund Shareholders in complete liquidation of the Old Fund) will qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Code, and the New Funds and the Old Funds will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code.

(b) No gain or loss will be recognized by the New Funds upon the receipt of the Assets of the respective Old Fund solely in exchange for New Fund Shares and the assumption by the New Funds of the liabilities of the respective Old Fund.

(c) No gain or loss will be recognized by the Old Funds upon the transfer of the Old Funds' Assets to the respective New Fund in exchange for New Fund Shares and the assumption by the New Funds of the liabilities of the respective Old Fund or upon the distribution (whether actual or constructive) of New Fund Shares to the Old Fund Shareholders in exchange for such shareholders' shares of the respective Old Funds in complete liquidation (in pursuance of the Agreement).

(d) No gain or loss will be recognized by the Old Fund Shareholders upon the exchange of their Old Fund shares solely for New Fund Shares (including fractional shares to which they may be entitled) in the Reorganization.

(e) The aggregate tax basis for New Fund Shares received (including fractional shares to which the Shareholder may be entitled) by the Old Fund Shareholders pursuant to the Reorganization will be the same as the aggregate tax basis of the Old Fund shares exchanged therefore by such Shareholder. The holding period of New Fund Shares to be received by the Old Fund Shareholders

will include the period during which the Old Fund shares exchanged therefor were held by such Shareholder, provided the Old Fund shares are held as capital assets at the time of the Reorganization.

(f) The tax basis of the Old Fund Assets acquired by the New Funds will be the same as the tax basis of such Assets to the respective Old Fund immediately prior to the Reorganization. The holding period of the Assets of the Old Funds in the hands of the New Funds will include the period during which those Assets were held by the respective Old Fund.

(g) The New Funds will succeed to and take into account the items of the Old Funds described in Section 381(c) of the Code, subject to any applicable conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder.

Such opinion shall be based on customary assumptions and such representations as Tax Counsel may reasonably request, and Old Trust and New Trust will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither party may waive the condition set forth in this Paragraph 8.5.

ARTICLE IX

EXPENSES

9.1. Except as otherwise specifically provided for herein, the Adviser, or an affiliate thereof, shall bear all expenses directly related to the transactions contemplated by this Agreement. Such expenses include, without limitation: (a) expenses associated with the preparation and filing of the Proxy Statement on Schedule 14A under the 1934 Act covering the solicitation of proxies to approve the transactions contemplated by this Agreement; (b) postage; (c) printing; (d) accounting fees; (e) audit and reasonable legal fees, including fees for this transaction of New Trust's counsel and counsel of New Trust's Independent Trustees, Old Trust's counsel and counsel of Old Trust's Independent Trustees; and (f) solicitation or tabulation costs of the transactions, if any. Notwithstanding any of the foregoing, (i) expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in disqualification of such party as a RIC within the meaning of Section 851 of the Code and (ii) the Adviser shall not pay or assume those expenses of the Old Funds that are not solely and directly related to the Reorganization in accordance with the guidelines established in Rev. Rul. 73-54, 1973-1 C.B. 187.

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL

10.1. New Trust, on behalf of the New Funds, and Old Trust, on behalf of the Old Funds, agree that neither party has made to the other party any prior or contemporaneous representation, warranty, covenant and/or agreement with respect to the subject matter hereof that is not set forth herein, and that this Agreement constitutes the entire agreement between the parties.

10.2. Except as provided in the second sentence of this Section 10.2, the representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement, shall not survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing Date, and the obligations of the New Funds and Old Trust, shall continue in effect beyond the consummation of the transactions contemplated hereunder.

ARTICLE XI

CONFIDENTIALITY

11.1. New Trust agrees to treat confidentially and as proprietary information of Old Trust all records and other information, including any information relating to portfolio holdings, of the Old Funds and not to use such records and information for any purpose other than the performance of its duties under this Agreement; provided, however, that after prior notification of and written approval by Old Trust (which approval shall not be withheld if New Trust would be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities having proper jurisdiction, and which approval shall not be withheld unreasonably in any other circumstance), New Trust may disclose such records and/or information as so approved.

ARTICLE XII

TERMINATION

12.1. This Agreement may be terminated by the mutual agreement of New Trust and Old Trust. In addition, either New Trust or Old Trust may at its option terminate this Agreement at or prior to the Closing Date due to:

(a) a material breach by the other of any representation, warranty, or agreement contained herein to be made or performed at or prior to the Closing Date, if not cured within 30 days;

(b) a condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or

(c) a determination by the party's Board of Trustees, as appropriate, that the consummation of the transactions contemplated herein is not in the best interest of the party, and to give notice to the other party hereto.

12.2. In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the New Funds, the Old Funds, New Trust, Old Trust, or the respective Trustees or officers to the other party or its Trustees or officers, but Paragraph 9.1 shall continue to apply.

ARTICLE XIII

AMENDMENTS

13.1. This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the parties to this Agreement; provided, however, that following the meeting of the Old Funds Shareholders called by Old Trust pursuant to Paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions to the detriment of such shareholders.

ARTICLE XIV

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

14.1. The Article and Paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Counterpart signatures may be transmitted electronically (e.g., as a PDF or image file) or by facsimile, and any such transmitted signatures shall be considered original, legally binding signatures for all purposes.

14.3. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

14.4. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this Paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.5. It is expressly agreed that the obligations of New Trust, on behalf of the New Funds, hereunder shall not be binding upon any of the Trustees, shareholders, officers, agents, or employees of New Trust personally, but shall bind only the trust property of the New Funds, as provided in the Agreement and Declaration of Trust of New Trust. The execution and delivery of this Agreement have been authorized by the Trustees of New Trust on behalf of the New Funds and signed by an authorized officer of New Trust, acting as such. Such authorization by such Trustees and such execution and delivery by such officer 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 property of the New Funds as provided in New Trust's Agreement and Declaration of Trust.

14.6. It is expressly agreed that the obligations of Old Trust, on behalf of the Old Funds, hereunder shall not be binding upon any of the Trustees, shareholders, officers, agents, or employees of Old Trust personally, but shall bind only the trust property of the Old Funds, as provided in the Amended and Restated Agreement and Declaration of Trust of Old Trust. The execution and delivery of this Agreement have been authorized by the Trustees of Old Trust on behalf of the Old Funds and signed by an authorized officer of Old Trust, acting as such. Such authorization by such Trustees and such execution and delivery by such officers 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 property of the Old Funds as provided in Old Trust's Amended and Restated Agreement and Declaration of Trust.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement, each as of the date first written above.

USFS FUNDS TRUST,
ON BEHALF OF THE NEW FUNDS

By:
Name: Mark A. Elste
Title: President

THE ADVISORS' INNER CIRCLE FUND,
ON BEHALF OF THE OLD FUNDS

By:
Name: Michael Beattie
Title: President

PENNANT MANAGEMENT, INC.
(solely with respect to Paragraph 9.1)

By:
Name: Mark A. Elste
Title: Chief Executive Officer

THE ADVISORS' INNER CIRCLE FUND (OLD FUNDS)               USFS FUNDS TRUST (NEW FUNDS)
-------------------------------------------               -------------------------------------------
USFS Funds Limited Duration Government Fund               USFS Funds Limited Duration Government Fund

USFS Funds Tactical Asset Allocation Fund                 USFS Funds Tactical Asset Allocation Fund

-------------------------------------------------------------------------------------------------------------------------------
                THE ADVISORS' INNER CIRCLE FUND                              USFS FUNDS TRUST
-------------------------------------------------------------------------------------------------------------------------------
SHAREHOLDER     Unless a larger number is required, a majority     Unless a larger number is required, one-
VOTING QUORUM   of the shares entitled to vote shall constitute a  third of the shares entitled to vote shall
                quorum                                             constitute a quorum
-------------------------------------------------------------------------------------------------------------------------------
SPECIAL         A special meeting of the shareholders may be       Special Meetings of the Shareholders may
MEETINGS OF THE called at any time by the Trustees, by the         be called at any time by the Chairman, or
SHAREHOLDERS    president or, if the Trustees and the president    President, or by a majority of the Board of
                shall fail to call any meeting of shareholders for Trustees, and  shall be called       by  the
                a period of 30 days after written application of   Secretary upon written  request      of  the
                one or more shareholders who hold at least         holders of Shares entitled to cast not less
                25% of all shares issued and outstanding and       than twenty percent (20%) of all the votes
                entitled to vote at the meeting, then such         entitled to be cast at such meeting.
                shareholders may call such meeting.
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BOARD SIZE      The Board is composed of ten individuals,          The Board is expected to include three
                including eight independent trustees.              individuals, including two independent
                                                                   trustees.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SPECIAL MEETING TO BE HELD ON FEBRUARY 28, 2013:

The proxy statement is available at www.[___].com

USFS FUNDS LIMITED DURATION GOVERNMENT FUND
a series of
THE ADVISORS' INNER CIRCLE FUND
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110