<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
BERGER/BIAM WORLDWIDE FUNDS TRUST
(Name of Registrant as Specified In Its Charter)
--------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies: ________________
(2) Aggregate number of securities to which transaction applies:
________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): ______________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________
(5) Total fee paid: _____________________________________________
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _____________________________________
(2) Form, Schedule or Registration Statement No.: ______________
(3) Filing Party: _______________________________________________
(4) Date Filed: _________________________________________________
<PAGE> 2
BERGER/BIAM WORLDWIDE FUNDS TRUST
210 UNIVERSITY BLVD., SUITE 900
DENVER, CO 80206
Dear Shareholders of the Berger/BIAM International Fund, the International
Equity Fund and the Berger/BIAM International CORE Fund:
A Special Meeting of Shareholders of your Funds has been scheduled for
Friday, May 5, 2000. At the meeting, you will be asked to approve a new
Investment Advisory Agreement and a new Sub-Advisory Agreement for your Funds.
More detail is contained in the accompanying Proxy Statement.
Recently, Berger LLC (Berger) and Bank of Ireland Asset Management
(U.S.) Limited (BIAM) announced their intention to dissolve their joint venture
BBOI Worldwide LLC (BBOI). Currently, Berger and BIAM provide investment
advisory, sub-advisory and administrative services to the Funds and their
portfolios through BBOI. By dissolving BBOI, Berger and BIAM are proposing to
provide those services to the Funds directly, instead of through BBOI. Thus, you
are being asked to approve new agreements so that investment advisory and
sub-advisory services for the Funds are provided directly by Berger and BIAM.
The investment advisory fee borne by the Funds will also be decreased
under the new agreements. No change is proposed for any other fees borne by the
Funds. In addition, the investment objective, policies and restrictions of the
Funds will not change as a result of the new agreements. BIAM will continue to
be responsible for day-to-day management of the Funds' portfolios.
Accompanying this letter is a proxy statement, proxy card and business
reply envelope for your review. Please take a moment to look over the material
and cast your vote on the proposals put forth.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING
IN PERSON, PLEASE SIGN THE ENCLOSED PROXY AND RETURN IT AS SOON AS POSSIBLE IN
THE ACCOMPANYING POSTAGE-PAID ENVELOPE. THE TRUSTEES OF THE FUNDS RECOMMEND THAT
YOU VOTE "FOR" THE PROPOSALS.
The Funds have enlisted the services of Shareholder Communications
Corporation ("SCC"), a professional proxy solicitation firm, to assist with the
proxy process. As the meeting date approaches, you may receive a call from SCC
encouraging you to exercise your right to vote.
Again, we urge you to review the enclosed proxy material and vote your
shares utilizing one of the convenient methods found on the proxy card.
If you have any questions regarding the enclosed material or the
execution of your vote, please do not hesitate to call 1-800-634-9899. Thank you
for taking the time to consider these important proposals and for your
investment in the Funds.
Sincerely,
/S/ Jack R. Thompson
Jack R. Thompson
President
<PAGE> 3
BERGER/BIAM WORLDWIDE FUNDS TRUST
BERGER/BIAM INTERNATIONAL FUND
INTERNATIONAL EQUITY FUND
BERGER/BIAM INTERNATIONAL CORE FUND
210 UNIVERSITY BLVD., SUITE 900
DENVER, CO 80206
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 5, 2000
A special meeting of the shareholders of each of the Berger/BIAM
International Fund, the International Equity Fund and the Berger/BIAM
International CORE Fund (the Funds), three series of the Berger/BIAM Worldwide
Funds Trust, a Delaware business trust (the Trust), will be held at 10:00 a.m.
(local time), at the Four Points Sheraton Hotel, 600 South Colorado Blvd., 1st
Floor Tree Room, Denver, Colorado, on May 5, 2000, for the purpose of voting on
the following proposals (the Proposals) with respect to each respective Fund,
and to transact such other business as may properly come before the special
meeting or any adjournment thereof:
PROPOSAL 1: To approve a new Investment Advisory Agreement for the
Fund's portfolio with Berger LLC, as adviser.
PROPOSAL 2: To approve a new Sub-Advisory Agreement for the Fund's
portfolio between Berger LLC and Bank of Ireland Asset
Management (U.S.) Limited, as investment sub-adviser.
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU VOTE FOR THE PROPOSALS, AS
MORE FULLY DESCRIBED IN THE ATTACHED PROXY STATEMENT.
By Order of the Trustees,
/S/ Sue Vreeland
Sue Vreeland
March 13, 2000 Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING STAMPED ENVELOPE. IN ORDER TO
AVOID UNNECESSARY DELAY, WE ASK YOUR COOPERATION IN MAILING THE PROXY PROMPTLY.
IF YOU DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
<PAGE> 4
BERGER/BIAM WORLDWIDE FUNDS TRUST
BERGER/BIAM INTERNATIONAL FUND
INTERNATIONAL EQUITY FUND
BERGER/BIAM INTERNATIONAL CORE FUND
210 UNIVERSITY BLVD., SUITE 900
DENVER, CO 80206
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 5, 2000
This Proxy Statement is furnished in connection with the solicitation
of the enclosed proxy by the Trustees of Berger/BIAM Worldwide Funds Trust (the
Trust), to be used at the Special Meeting of Shareholders of each of the
outstanding series of the Trust known as the Berger/BIAM International Fund, the
International Equity Fund and the Berger/BIAM International CORE Fund (the
Funds) to be held on May 5, 2000, at 10:00 a.m. (local time), at the Four Points
Sheraton Hotel, 600 South Colorado Blvd., 1st Floor Tree Room, Denver, Colorado,
for the purposes set forth in the accompanying Notice of Special Meeting of
Shareholders, as further described below.
Shareholders of the Funds of record at the close of business on March
6, 2000 (the Record Date), are entitled to attend and to vote at the meeting and
at any and all adjournments of the meeting. On the Record Date, there were
outstanding 1,651,789 shares of the Berger/BIAM International Fund, 847,213
shares of the International Equity Fund and 18,490,307 shares of the Berger/BIAM
International CORE Fund. These shares constitute all of the outstanding shares
of the Trust. Each proposal and each item of other business which may properly
come before the meeting will be voted on separately. Shareholders entitled to
vote at the meeting will be entitled to one vote for each full share and a
fractional vote for each fractional share. Each of the Funds will be asked to
vote on the Proposals separately.
If the accompanying form of proxy is properly executed, returned in
time to be voted at the meeting and not revoked, the shares covered by the proxy
will be voted in accordance with the instructions marked thereon by the
shareholder(s). In the event that the shareholder signs and returns the proxy,
but does not indicate a choice as to the Proposals on the proxy, the persons
named in the accompanying proxy will vote those shares in favor of the Proposals
set forth in the Notice of Special Meeting of Shareholders and in their
discretion with regard to any other proposal presented at the meeting. An
executed and returned proxy may nevertheless be revoked by a shareholder at any
time before it is voted by sending written notice of the revocation to the
appropriate Fund or by appearing personally and voting at the meeting.
This Proxy Statement and the accompanying Notice of Special Meeting of
Shareholders and proxy are first being mailed to shareholders on or about March
17, 2000. The cost of preparing and mailing the Notice of Special Meeting of
Shareholders, the proxy, this Proxy Statement, and any additional proxy
material, will be borne by the Funds' investment advisor, BBOI Worldwide LLC, or
its affiliates, and not by the Funds. The most recently available annual reports
of the Funds have been mailed to shareholders. IF YOU HAVE NOT RECEIVED THE
REPORT OR WOULD LIKE TO RECEIVE AN ADDITIONAL COPY, WITHOUT CHARGE, PLEASE WRITE
TO THE FUNDS AT 210 UNIVERSITY BLVD., SUITE 900, DENVER, COLORADO 80206, OR CALL
1-800-333-1001 AND IT WILL BE SENT BY FIRST-CLASS MAIL.
<PAGE> 5
THE PROPOSALS TO BE VOTED UPON
At the meeting, shareholders will be asked to vote their shares to
approve a new Investment Advisory Agreement and a new Sub-Advisory Agreement
(the Agreements) for the portfolio of each of the Funds, and to transact such
other business as may properly come before the meeting or any adjournment
thereof.
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU VOTE FOR THE PROPOSALS, AS
MORE FULLY DESCRIBED BELOW.
Implementation of the proposed Agreements is contingent upon both
Proposals being approved. In other words, unless both Proposals are approved,
neither of the proposed Agreements will be implemented. If the Proposals are
approved, it is anticipated that the new Agreements will be implemented as soon
as practicable after the meeting.
===============================================================================
BACKGROUND TO THE PROPOSALS
===============================================================================
WHY ARE THE NEW AGREEMENTS BEING PROPOSED?
New Agreements are proposed because Berger LLC (Berger) and Bank of
Ireland Asset Management (U.S.) Limited (BIAM) intend to dissolve their joint
venture BBOI Worldwide LLC (BBOI). BBOI currently serves as investment adviser
to the Funds' portfolios. By dissolving BBOI, Berger and BIAM desire to begin
providing services for the Funds directly, rather than indirectly as they now do
through BBOI. New Agreements are being proposed to reflect that new arrangement
and to reflect the lower investment advisory fees paid under the Agreements.
WHO IS BBOI?
BBOI is a joint venture company owned 50/50 by Berger and BIAM. In
1996, Berger and BIAM formed BBOI with the intention of creating and servicing
new mutual funds together through BBOI. The first funds created were the Funds.
Currently, BBOI serves as the investment adviser and administrator to the Funds
and their portfolios. BBOI delegates its advisory and administrative duties to
its joint venture partners -- BIAM, which serves as sub-adviser, and Berger,
which serves as sub-administrator. However, Berger and BIAM have recently
decided to dissolve BBOI and desire to provide services to the Funds and their
portfolios directly. Under the proposed new arrangements, BBOI would not serve
the Funds in any capacity.
WHAT NEW ARRANGEMENTS ARE PROPOSED?
As noted above, Berger and BIAM intend to dissolve BBOI and, subject to
shareholder approval at the meeting, to serve the Funds and their portfolios
directly, rather than through BBOI. Under the new arrangement, Berger would
serve as investment adviser and BIAM as sub-adviser. In addition, the investment
advisory fee borne by the Funds will be lowered, as will the sub-advisory fee
paid by Berger to BIAM.
In addition to advisory services, BBOI also currently provides or
procures for the Funds administrative services. Under the new arrangement,
Berger would be directly responsible to the Funds for providing or procuring
those services, rather than being responsible for them indirectly through BBOI.
Under the new arrangements, the Berger/BIAM International Fund, the
Berger/BIAM International CORE Fund and the Trust would also change their names
to no longer refer to BIAM.
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<PAGE> 6
WHY ARE SHAREHOLDERS BEING ASKED TO VOTE?
A shareholder vote is being requested since the re-alignment of the
companies providing advisory services to the Funds' portfolios will not include
BBOI. Instead, new Agreements would be signed by Berger and BIAM, rather than
BBOI. The law requires that shareholders be asked to approve the new Investment
Advisory and Sub-Advisory Agreements before they are implemented. Shareholder
approval is not required or being requested to implement the new administrative
services arrangements or name changes.
WOULD THIS CHANGE THE AMOUNT OF FEES PAID BY THE FUNDS?
Yes, they would be lowered. Currently, each of the Funds bears its
pro-rata share of an investment advisory fee at the annual rate of 0.90% of
average daily net assets. Under the new Investment Advisory Agreement, each Fund
would bear its pro-rata share of an investment advisory fee at the annual rate
of 0.85% of the first $500 million of average daily net assets, 0.80% of the
next $500 million, and 0.75% of all amounts in excess of $1 billion. There is no
change proposed in the nature or level of any services being provided to the
Funds.
As a shareholder in the Funds, you do not pay any sales loads,
redemption or exchange fees, but you do bear indirectly your Fund's annual fund
operating expenses, which vary from year to year. The following tables show the
current annual fund operating expenses of the Funds as of the last fiscal year
end, September 30, 1999, and the pro forma annual fund operating expenses as if
the new Investment Advisory Agreement had been in effect throughout the last
fiscal year:
BERGER/BIAM INTERNATIONAL FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1) CURRENT PRO FORMA AS IF NEW ADVISORY
(DEDUCTED DIRECTLY FROM THE FUND) AGREEMENT HAD BEEN IN EFFECT
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Management fee 0.90% 0.85%
- --------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) fee 0.25% 0.25%
- --------------------------------------------------------------------------------------------------------------------
Other expenses 0.62% 0.62%
- --------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.77% 1.72%
- --------------------------------------------------------------------------------------------------------------------
FEE WAIVER(2) (0.01)% 0.00%
- --------------------------------------------------------------------------------------------------------------------
NET EXPENSES 1.76% 1.72%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1) CURRENT PRO FORMA AS IF NEW ADVISORY
(DEDUCTED DIRECTLY FROM THE FUND) AGREEMENT HAD BEEN IN EFFECT
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Management fee 0.90% 0.85%
- --------------------------------------------------------------------------------------------------------------------
Other expenses 0.21% 0.21%
- --------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.11% 1.06%
- --------------------------------------------------------------------------------------------------------------------
FEE WAIVER(2) (0.01)% 0.00%
- --------------------------------------------------------------------------------------------------------------------
NET EXPENSES 1.10% 1.06%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 7
BERGER/BIAM INTERNATIONAL CORE FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1) CURRENT PRO FORMA AS IF NEW ADVISORY
(DEDUCTED DIRECTLY FROM THE FUND) AGREEMENT HAD BEEN IN EFFECT
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Management fee 0.90% 0.85%
- --------------------------------------------------------------------------------------------------------------------
Other expenses 0.16% 0.16%
- --------------------------------------------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.06% 1.01%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Annual fund operating expenses consist of the Fund's expenses plus the
Fund's share of the expenses of the master portfolio in which the Funds invest
all their investable assets. See "Master-Feeder Fund Structure; Indirect Vote"
below.
(2) Under a written contract, BBOI waives its investment advisory fee to the
extent that, at any time during the life of the master portfolio, the
portfolio's annual operating expenses in any fiscal year, including the
investment advisory fee and custodian fees, but excluding brokerage commissions,
interest, taxes and extraordinary expenses, exceed 1.00% of the portfolio's
average daily net assets for that fiscal year. The contract may not be
terminated or amended except by a vote of the portfolio's Board of Trustees.
Berger has agreed to sign a written contract limiting the master portfolio's
expenses at the same level, if the new Agreements are approved and implemented.
EXAMPLE COSTS
The following examples help you compare the cost of investing in the Funds to
the cost of investing in other mutual funds by showing what your costs may be
over time. They use the same assumptions that other funds use in their
prospectuses:
o $10,000 initial investment
o 5% total return for each year
o Fund operating expenses remain the same for each period
o Redemption after the end of each period
Your actual costs may be higher or lower, so these examples should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Berger/BIAM International International Equity Fund Berger/BIAM International CORE Fund
Fund
- --------------------------------------------------------------------------------------------------------------------
Years Current Pro Forma Current Pro Forma Current Pro Forma
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
One $ 179 $ 175 $ 112 $ 108 $ 108 $ 103
- --------------------------------------------------------------------------------------------------------------------
Three $ 554 $ 542 $ 350 $ 337 $ 337 $ 322
- --------------------------------------------------------------------------------------------------------------------
Five $ 954 $ 933 $ 606 $ 585 $ 585 $ 558
- --------------------------------------------------------------------------------------------------------------------
Ten $2,073 $2,030 $1,340 $1,294 $1,294 $1,236
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table shows the total dollar amounts of the advisory and
administrative services fees paid or borne by each of the Funds during the
fiscal year ended September 30, 1999. All of these amounts were paid to BBOI:
4
<PAGE> 8
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUND ADVISORY FEE (1) ADMINISTRATIVE AGGREGATE
SERVICES FEE AMOUNT (2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Berger/BIAM International Fund $ 87,241
- --------------------------------------- ----------------------------
International Equity Fund $1,993,453 $ 9,532 $2,200,948
- --------------------------------------- ----------------------------
Berger/BIAM International CORE Fund $110,722
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Reflects the aggregate advisory fee, after waiver, paid to BBOI by the
master portfolio in which the Funds invest all their investable assets. Each
Fund bears its pro rata portion of that advisory fee, according to its interest
in the master portfolio. See "Master-Feeder Fund Structure; Indirect Vote"
below. Under a written contract, BBOI waives its investment advisory fee to the
extent that, at any time during the life of the master portfolio, the
portfolio's annual operating expenses in any fiscal year, including the
investment advisory fee and custodian fees, but excluding brokerage commissions,
interest, taxes and extraordinary expenses, exceed 1.00% of the portfolio's
average daily net assets for that fiscal year. The contract may not be
terminated or amended except by a vote of the portfolio's Board of Trustees.
Berger has agreed to sign a written contract limiting the master portfolio's
expenses at the same level, if the new Agreements are approved and implemented.
(2) Aggregate amount equals the sum of the advisory fee, plus each of the
administrative services fees.
In addition to the amounts shown on the table, the Berger/BIAM
International Fund also paid Berger $49,679 during the fiscal year ended
September 30, 1999, under a 12b-1 Plan adopted by the Fund for the purpose of
promoting the sale of Fund shares.
Under the current Sub-Advisory Agreement, BBOI (and not the Funds) is
responsible for paying BIAM a sub-advisory fee at the annual rate of 0.45% of
average daily net assets. During the fiscal year ended September 30, 1999, BIAM
waived a portion of the sub-advisory fees it was entitled to receive under the
Sub-Advisory Agreement. This sub-advisory fee waiver was scheduled to terminate
effective October 11, 2000. During the fiscal year ended September 30, 1999,
BIAM earned $1,001,585 in sub-advisory fees, of which BBOI paid BIAM $16,634,
after waiver. Under the new Sub-Advisory Agreement, Berger (and not the Funds)
will be responsible for paying BIAM a sub-advisory fee at the annual rate of
0.45% of the first $50 million of average daily net assets, 0.40% of the next
$50 million, and 0.30% of all amounts in excess of $100 million. If this new
sub-advisory fee had been in effect during the fiscal year ended September 30,
1999, BIAM would have been entitled to be paid $795,024 in sub-advisory fees, or
21% less than it was entitled to be paid, before waiver, under the current
Sub-Advisory Agreement for that period.
WOULD THIS CHANGE THE FUNDS' INVESTMENT OBJECTIVE OR POLICIES?
No. The Funds' investment objectives and investment policies,
limitations, restrictions and guidelines are not proposed to change in any
respect.
WOULD THIS CHANGE THE FUNDS' DAY-TO-DAY INVESTMENT MANAGEMENT?
No. As stated above, BIAM will continue as sub-adviser providing the
day-to-day investment management of the Funds' portfolios, if shareholders
approve the new Agreements.
WOULD THIS CHANGE THE DUTIES OR SERVICES FOR WHICH BERGER AND BIAM ARE EACH
RESPONSIBLE?
Although there will be no change in the nature or level of services
provided to the Funds and their portfolios, there is proposed to be a change in
the alignment of the companies responsible for providing those services.
Currently, BBOI serves both as investment adviser and administrator to the Funds
and their portfolios. BBOI delegates its investment advisory responsibilities to
BIAM, as sub-adviser, and delegates its administrative duties to Berger, as
sub-administrator.
In contrast, under the new Agreements, Berger will serve directly as
investment adviser to the Funds' portfolios and, in that capacity, will be
responsible for managing all their investment operations, including overseeing,
evaluating
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and monitoring any sub-adviser. Berger will also serve directly as the Funds'
administrator. BIAM will continue to be responsible for day-to-day investment
management of the Funds' portfolios in its capacity as sub-adviser.
The new arrangements will re-align the Funds' service providers in a
way that is more consistent with the other mutual funds in the Berger Funds
family and is believed to be more understandable to investors.
WHAT DID THE TRUSTEES CONSIDER AND WHAT IS THEIR RECOMMENDATION?
At a meeting held on February 15, 2000, the Trustees of the Trust,
including a majority of the Trustees who are not "interested persons" of the
Funds or BBOI (the Independent Trustees) as defined in the Investment Company
Act of 1940 (1940 Act), approved the new Investment Advisory Agreement with
Berger, and the new Sub-Advisory Agreement between Berger and BIAM, contingent
on shareholder approval. They also approved the new administrative services
arrangements and name changes which are not being submitted for shareholder
vote.
In considering whether to approve the Agreements and to recommend
approval to shareholders, the Trustees inquired into a number of matters and
considered various factors. The materials considered by the Trustees included
information regarding Berger and BIAM and their personnel, operations, financial
condition and investment philosophy.
In addition to these and other matters, the Trustees considered:
o Berger's history as adviser of the Berger Funds and BIAM's reputation
and track record as sub-adviser of the Funds' portfolios
o the fact that the current day-to-day investment management is not
proposed to change
o the fact that the investment advisory fee is proposed to be
decreased, and that the other fees paid or borne by the Funds are not
proposed to change
o the fact that under the proposed arrangements, Berger will be directly
responsible to the Funds' portfolios for investment advice provided,
even though day-to-day portfolio management will continue to be the
responsibility of BIAM
o the fact that Berger and BIAM have committed to use their best efforts
to ensure compliance with Section 15(f) of the 1940 Act (see "Section
15(f) of the Investment Company Act of 1940" below), including avoiding
any "unfair burden" (as defined in the Act) to the Funds as a result of
the dissolution of BBOI.
The Trustees believed it was especially important that the investment
advisory fee is proposed to be decreased and that otherwise, there would no
change to the fees paid or borne by the Funds and no change in the day-to-day
management of the Funds' portfolios. In addition, the fact that Berger and BIAM
would continue to be responsible for the investment advice provided was
considered significant to assuring quality and consistency of investment
management under the new Agreements. Moreover, the Trustees believed it was
important that Berger and BIAM had committed to using best efforts to ensure
compliance with Section 15(f).
The Trustees recognized that this new arrangement re-aligns the
companies providing services to the Funds and their portfolios, but believed
that the proposed arrangement reflects at least as accurately as the current
arrangement the allocation in practice of responsibilities between Berger and
BIAM. In addition, the Trustees believed that Berger and BIAM are capable of
adequately fulfilling their respective responsibilities in their proposed roles
at least as well as in their current roles.
Finally, the Trustees also believed there may be an advantage in
understandability and efficiency to having the adviser and sub-adviser
relationships for the Funds more consistent with those applicable to the other
Berger Funds, and believed it is important that the entire cost of the
shareholders' meeting and the preparation and solicitation of proxies is to be
borne by BBOI and not by the Funds or the Trust.
6
<PAGE> 10
After examining relevant materials furnished to them, meeting with
executive officers of BBOI and discussing the foregoing factors, the Trustees
(including the Independent Trustees) determined that the proposed Agreements
would be in the best interests of each of the Funds and its shareholders.
Accordingly, subject to shareholder approval of each of the Funds, the terms of
the Agreements were unanimously approved by the Trustees (including the
Independent Trustees). The Trustees further directed that the Agreements be
submitted to a shareholder vote with the Trustees' unanimous recommendation for
approval.
If both of the Proposals are not approved, the proposed arrangements
and Agreements will not be implemented and the current Investment Advisory
Agreement and Sub-Advisory Agreement will continue in effect. In that event, the
Trustees would consider what further action, if any, should be taken in the best
interests of the Funds and their shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE TO APPROVE
THE PROPOSALS.
================================================================================
THE NEW AGREEMENTS
================================================================================
WHAT ARE THE KEY PROVISIONS OF THE PROPOSED NEW AGREEMENTS?
The services provided to the Funds' portfolios under the new Agreements
are, in substance, the same as those provided under the current Investment
Advisory Agreement and Sub-Advisory Agreement. However, under the new
Agreements, instead of BBOI acting as adviser and delegating all of its duties
to BIAM as sub-adviser, Berger will act as adviser and engage BIAM as
sub-adviser. Following is a brief description of some of the key provisions of
the new Agreements.
Advisory Services. Under the proposed new Investment Advisory
Agreement, Berger will be responsible, as adviser, for the same duties that BBOI
is responsible for under the current Investment Advisory Agreement. In general,
Berger will be responsible for managing all the investment operations of the
Funds' portfolio and the administrative duties that relate to managing the
investment operations.
As is the case under the current Investment Advisory Agreement, Berger
will be permitted under the proposed Investment Advisory Agreement to engage a
sub-adviser in furtherance of its duties and responsibilities under the
Investment Advisory Agreement, subject to approval of the Trustees. Berger will
engage BIAM to be responsible for day-to-day investment management
responsibilities under the Sub-Advisory Agreement.
BIAM's responsibilities under the proposed Sub-Advisory Agreement are
in substance the same as they are under the current Sub-Advisory Agreement. BIAM
is and will continue to be responsible for day-to-day investment management of
the Funds' portfolios.
Fees. The investment advisory fee borne or paid by the Funds under the
new Investment Advisory Agreement will be lower than that currently borne by the
Funds. Currently, BBOI is paid an investment advisory fee of 0.90% of the
average daily net assets of the Funds' portfolios. Under the new Investment
Advisory Agreement, Berger will be paid an investment advisory fee at the annual
rate of 0.85% of the first $500 million of average daily net assets, 0.80% of
the next $500 million, and 0.75% of all amounts in excess of $1 billion.
The sub-advisory fee paid by the adviser to the sub-adviser will also
be lowered. Currently, BBOI is obligated to pay BIAM, before waiver, a
sub-advisory fee at an annual rate of 0.45% of average daily net assets. Under
the new Sub-Advisory Agreement, Berger will pay BIAM a sub-advisory fee at the
annual rate of 0.45% of the first $50 million
7
<PAGE> 11
of average daily net assets, 0.40% of the next $50 million, and 0.30% of all
amounts in excess of $100 million. The Funds are not currently responsible for
paying BIAM's sub-advisory fee, and they will not be responsible for paying
BIAM's sub-advisory fee under the new Sub-Advisory Agreement either.
Liability Limitation. Under the liability limitation provisions of the
new Agreements, neither Berger nor BIAM will be liable for losses as the result
of any error of judgment or mistake of law in performing its services, except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties under
the Agreements and except to the extent otherwise provided by law. This is the
same as the liability limitation provision that appears in the current
Investment Advisory and Sub-Advisory Agreements. In addition, the new Investment
Advisory Agreement with Berger eliminates all indemnity provisions contained in
the current Investment Advisory Agreement, consistent with the advisory
agreements for the other Berger Funds. Further, the liability limitations and
indemnifications in the Sub-Advisory Agreement between Berger and BIAM are
proposed to remain the same as those in the current Sub-Advisory Agreement,
except that a provision will be added to limit Berger's liability to BIAM in the
same manner as BIAM's liability is limited to Berger and the Trust.
Term. The current Investment Advisory and Sub-Advisory Agreements are
dated October 11, 1996, and were last submitted to a vote and approved by the
initial shareholder at the inception of the Funds on October 4, 1996.
Continuation of the current Agreements was last approved on April 15, 1999.
If approved by shareholders, the new Agreements will be implemented and
remain in effect until April 2002, and will thereafter continue for successive
one-year periods if continuation is specifically approved at least annually by
the Trustees, or by the vote of a "majority of the outstanding voting
securities" as defined under the 1940 Act and, in either case, by a majority of
the Independent Trustees of the Trust by votes cast in person at a meeting
called for that purpose.
Termination. The new Agreements may be terminated at any time, without
penalty, by vote of the Trustees or by the vote of "a majority of the
outstanding voting securities" on 60 days' written notice. The Sub-Advisory
Agreement may also be terminated by Berger or by BIAM: (i) upon a material
breach without cure of certain covenants contained in the agreement between
Berger and BIAM relating to the dissolution of BBOI; (ii) upon a material breach
of the Sub-Advisory Agreement; or (iii) after the expiration of 5 years from the
date of the Sub-Advisory Agreement, upon 60 days' advance written notice. The
Agreements will terminate automatically in the event of an "assignment" (as
defined under the 1940 Act).
Forms of the proposed new Agreements are attached to this Proxy
Statement as Appendix A and Appendix B and should be referred to for details.
================================================================================
OTHER FUND AND ADVISER INFORMATION
================================================================================
OTHER INFORMATION ABOUT BBOI, BERGER AND BIAM
BBOI is the current investment adviser and administrator to the Funds
and their portfolios. BBOI's principal business address is 210 University Blvd.,
Suite 900, Denver, CO 80206. The principal executive officers of BBOI are Jack
R. Thompson and Denis Curran, who constitute the Board of Managers of BBOI and
each serve as co-Chief Executive Officers on its Management Committee. Mr.
Thompson is President of Berger. Mr. Curran is President of BIAM. Berger and
BIAM each own a 50% membership interest in BBOI.
Berger is the proposed investment adviser and administrator to the
Funds and their portfolios. The principal executive officer of Berger is Jack R.
Thompson, President. Berger is a subsidiary of Stilwell Management, Inc., which
8
<PAGE> 12
owns more than 80% of Berger and is its sole member/manager. Berger is an
indirect subsidiary of Stilwell Financial Inc., which in turn is a wholly owned
subsidiary of Kansas City Southern Industries, Inc. (KCSI). KCSI is a publicly
traded holding company with principal operations in rail transportation, through
its subsidiary The Kansas City Southern Railway Company, and financial asset
management businesses. The principal business address of Berger, Stilwell
Management, Inc. and Mr. Thompson is 210 University Blvd., Suite 900, Denver, CO
80206.
BIAM is the current and proposed sub-adviser to the Fund. The principal
executive officer of BIAM is William R. Cotter, Chief Executive Officer. In
addition to Mr. Cotter, the following individuals serve as directors of BIAM:
Denis Curran, President and Chief Operating Officer; Thomas A. Finlay, Head of
Institutional Client Services, Ireland; M. Christopher Reilly, Chief Investment
Officer; and Rosemary Mahon, Senior Vice President. BIAM is an indirect
wholly-owned subsidiary of Bank of Ireland, a publicly traded, diversified
financial services group with business operations worldwide. The address of
BIAM's main office and the principal business address of Messrs. Finlay, Cotter
and Reilly is 26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a
representative office at 75 Holly Hill Lane, Greenwich, CT 06830, which is also
the principal business address of the other BIAM officers and directors listed.
Berger does not act as adviser or sub-adviser to any other mutual fund
with an investment objective similar to that of the Funds. However, BIAM acts as
sub-adviser to the following mutual funds having a similar investment objective.
Information regarding those funds is provided as of December 31, 1999:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUND SIZE OF FUND FEE (AS A PERCENTAGE OF NET ASSETS)
(NET ASSETS)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Allmerica Select International Equity $678,040,000 0.45% of the first $50 million
Fund 0.40% of the next $50 million
0.30% of amounts over $100 million
- --------------------------------------------------------------------------------------------------------------------
American Odyssey Funds, Inc. $388,754,081 0.45% of the first $50 million
International Equity 0.40% of the next $50 million
0.30% of amounts over $100 million
- --------------------------------------------------------------------------------------------------------------------
SAFECO International Stock Fund $ 39,365,136 0.60% of the first $50 million
0.50% of the next $50 million
0.40% of amounts over $100 million
- --------------------------------------------------------------------------------------------------------------------
RSI Retirement Fund $ 58,127,163 0.75% of the first $20 million
0.50% of the next $30 million
0.35% of amounts over $50 million
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
OTHER FUND TRUSTEE AND OFFICER INFORMATION
Denis Curran, President of BIAM, served as a Trustee of the Trust and
of the master portfolio in which the Funds are invested until February 15, 2000,
at which time he resigned as a Trustee of the Trust and the master portfolio in
connection with the anticipated dissolution of BBOI and the proposed
implementation of the new Agreements. Upon Mr. Curran's resignation, the
remaining Trustees reduced the size of the board by one.
Paul R. Knapp serves as an Independent Trustee of the Funds. Mr. Knapp
is the Chairman, President, Chief Executive Officer and a director of Catalyst
Institute, an international public policy research organization focused
primarily on financial markets and institutions. Mr. Knapp also serves as
President, Chief Executive Officer and a director of DST Catalyst, Inc., an
international financial markets consulting, software and computer services
company, which is an 81% owned subsidiary of DST Systems, Inc. (DST). DST is a
publicly traded
9
<PAGE> 13
information and transaction processing company which acts as the Funds' transfer
agent. Mr. Knapp also serves as a director of West Side Investments, Inc., a
wholly-owned subsidiary of DST, and holds shares and options of common stock of
DST that, if fully exercised as of this date, would constitute less than 1% of
the outstanding voting stock of DST. Approximately 32% of the outstanding shares
of DST are owned by Stilwell Management, Inc. DST may be considered an affiliate
of Berger due to the ownership interest of Stilwell Management, Inc. in both DST
and Berger.
The following individuals serve as officers or Trustees of the Funds
and as officers or directors of BBOI, Berger or BIAM:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NAME POSITION WITH FUNDS POSITION WITH ADVISER OR SUB-ADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Jack R. Thompson President and Trustee President and Chief Executive Officer of Berger;
co-Chief Executive Officer on BBOI's Management
Committee; member of Board of Managers of BBOI
- --------------------------------------------------------------------------------------------------------------------
Janice M. Teague Vice President and Assistant Vice President - Administration and Secretary of
Secretary Berger
- --------------------------------------------------------------------------------------------------------------------
Anthony R. Bosch Vice President Vice President - Legal of Berger
- --------------------------------------------------------------------------------------------------------------------
David J. Schultz Vice President and Treasurer Vice President - Finance, Treasurer and Chief
Financial Officer of Berger
- --------------------------------------------------------------------------------------------------------------------
Brian Ferrie Vice President Vice President - Chief Compliance Officer of Berger
- --------------------------------------------------------------------------------------------------------------------
John Paganelli Assistant Treasurer Vice President - Accounting of Berger
- --------------------------------------------------------------------------------------------------------------------
Sue Vreeland Secretary Assistant Secretary of Berger
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
In September 1999, Mr. Thompson received an interest in Berger as part
of his compensation as an executive officer of Berger.
SECTION 15(f) OF THE INVESTMENT COMPANY ACT OF 1940
As part of the dissolution of BBOI, Berger and BIAM will receive agreed
upon distributions from BBOI, and Berger and BBOI will forego receipt of certain
amounts from BIAM that BIAM would otherwise owe as a joint venture in BBOI. As a
result, Section 15(f) of the 1940 Act may be considered to apply to the
dissolution. That section generally provides that Berger, BIAM or BBOI may
receive benefits in connection with the sale of an interest in BBOI resulting in
an "assignment" (transfer) of the current Investment Advisory Agreement or
Sub-Advisory Agreement if:
o for three years following the transaction, at least 75% of the
Trustees of the Funds are Independent
Trustees, and
o no "unfair burden" (as defined in the 1940 Act) is imposed on the Funds
as a result of the transaction or any express or implied terms,
conditions or understandings applicable to the transaction.
Currently, more than 75% of the Trustees of the Trust are Independent
Trustees. In addition, for a period of three years following the dissolution of
BBOI, Berger has agreed to use its best efforts to assure that at least 75% of
the Trustees of the Funds are Independent Trustees. Further, Berger and BIAM
represented to the Trust that they have no
10
<PAGE> 14
express or implied understanding, arrangement or intention to impose an "unfair
burden" on any of the Funds and have agreed to use their respective best efforts
to assure compliance with Section 15(f).
================================================================================
MEETING AND VOTING INFORMATION
================================================================================
MASTER-FEEDER FUND STRUCTURE; INDIRECT VOTE
Unlike other mutual funds that directly acquire and manage their own
portfolios of securities, the Funds (referred to as feeder funds) seek to
achieve their investment objective by investing all of their investable assets
in a master portfolio known as the Berger/BIAM International Portfolio (the
Portfolio), a series of Berger/BIAM Worldwide Portfolios Trust. This two-tier
structure is commonly known as a master-feeder. The Funds have the same
investment objective and policies as the Portfolio.
Investment management activities in a master-feeder fund structure take
place in the master portfolio. As a result, the current Investment Advisory and
Sub-Advisory Agreements with BBOI and BIAM are actually agreements with the
Portfolio, not the Funds. However, as feeder funds invested in the Portfolio,
each of the Funds has the right to vote on the proposed new Agreements for the
Portfolio.
The trustees of the Portfolio are the same individuals who serve as
Trustees of the Funds. At their meeting on February 15, 2000, the trustees of
the Portfolio (including the independent trustees) determined that the proposed
Agreements would be in the best interests of the Portfolio and its investors.
Accordingly, they approved the terms of the Agreements and directed that they be
submitted to a vote of the Funds as investors in the Portfolio.
Whenever a Fund is requested to vote as an investor in the Portfolio on
matters pertaining to the Portfolio, the Fund has committed to hold a meeting of
its shareholders and cast all of its votes as an investor in the Portfolio in
the same proportion as directed by the votes of the Fund's shareholders. As a
result, the upcoming meeting of Fund shareholders has been called, and Fund
shareholders are being asked to vote on the Agreements at the meeting. However,
shareholders who vote at the meeting in person or by proxy will not vote
directly on the Agreements for the Portfolio. Rather, a shareholder's vote on
the Proposals will serve to direct the appropriate Fund to cast, in the same way
the shareholder voted their Fund shares, a proportionate amount of its vote on
the Proposals to approve the new Agreements for the Portfolio. A meeting of
Portfolio investors to vote on the new Agreements has been called for
immediately following the conclusion of the meeting of Fund shareholders.
Fund shareholders who do not vote will not affect the votes cast by the
Fund at the meeting of the Portfolio investors. The percentage of the votes
representing each Fund's shareholders who do not vote will be voted by the Fund
in the same proportion as the Fund's shareholders who do, in fact, vote.
VOTE NEEDED TO ADOPT PROPOSALS
Approval of each Proposal requires, at the meeting of Portfolio
investors, the affirmative vote of a "majority of the outstanding voting
securities" of the Portfolio, within the meaning of the 1940 Act. The term
"majority of the outstanding voting securities" is defined under the 1940 Act to
mean (a) 67% or more of the outstanding shares present at a meeting of
shareholders of the Portfolio, where the holders of more than 50% of the
outstanding shares are present or represented by proxy, or (b) more than 50% of
the outstanding shares of the Portfolio, whichever is less.
As noted previously, each Fund will cast all of its votes as an
investor in the Portfolio in the same proportion as directed by the votes of the
Fund's shareholders at the meeting of Fund shareholders. The percentage of the
votes
11
<PAGE> 15
representing each Fund's shareholders who do not vote will be voted by the
Fund in the same proportion as the Fund's shareholders who do, in fact, vote.
Because each Fund's vote as an investor in the Portfolio is
proportionate to its interest in the Portfolio, the Portfolio's other investors
may vote to approve or disapprove the Proposals, even though the shareholders of
an individual Fund may vote otherwise. This means that the final Portfolio vote
on the Proposals could be different from the vote of an individual Fund.
As of the Record Date, the Berger/BIAM International CORE Fund held 88%
of the outstanding interests in the Portfolio. As a consequence, the vote of the
shareholders of that Fund alone could determine the outcome of the final
Portfolio vote on the Proposals.
SOLICITATION OF PROXIES
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, facsimile or personal interview conducted by certain officers
or employees of the Trust, BBOI or their affiliates or representatives. The cost
of preparing and mailing the Notice of Special Meeting of Shareholders, the
proxy, this Proxy Statement and any additional proxy material will be borne by
BBOI or its affiliates and not by the Funds or the Trust.
A proxy solicitation firm has been engaged to solicit proxies. The
expenses associated with engaging a proxy solicitation firm cannot be reasonably
estimated at this time. If such expenses are incurred, they will be borne by
BBOI or its affiliates. The Funds will request broker-dealer firms, custodians,
nominees and fiduciaries to forward proxy materials to the beneficial owners of
Fund shares as of the Record Date, who will be reimbursed for their reasonable
costs in doing so.
Shareholders may cast their votes by mail. Or, a Fund representative
may contact shareholders by telephone and ask them to cast their vote by
telephonic proxy. Such proxies will be recorded in accordance with the
procedures set forth below. The Funds believe these procedures are reasonably
designed to ensure that the identity of the shareholder casting the vote is
accurately determined and that the voting instructions of the shareholder are
accurately reflected.
In all cases where a telephonic proxy is solicited, the telephone
representative will ask you for your full name, address, social security or
employer identification number, title (if you are authorized to act on behalf of
an entity, such as a corporation), and number of shares owned. If the
information solicited satisfactorily agrees with the information on file, the
representative will explain the process, read the Proposals listed on the proxy
card and ask for your instructions on each Proposal. The representative will
answer your questions about the process, but will not recommend to you how you
should vote, but may read to you the recommendation of the Trustees set forth in
this Proxy Statement.
If you wish to participate in the meeting and any adjournments thereof,
but do not wish to give your proxy by telephone, you may still submit the proxy
card included with this Proxy Statement or attend the meeting in person. An
executed and returned proxy may nevertheless be revoked by a shareholder at any
time before it is voted by sending written notice of the revocation to the Trust
or by appearing personally and voting at the meeting.
QUORUM AND VOTING
Under the Trust Instrument of the Trust, the presence in person or by
proxy of one-third of the outstanding shares of a Fund entitled to vote shall
constitute a quorum for the transaction of business at the meeting with respect
to that Fund. With respect to any of the Funds, if a quorum is not present (in
person or by proxy) at the time any session of the meeting is called to order,
the persons named as proxies on the proxy card may vote those proxies which have
been received to adjourn the meeting to a later date. Each of the Funds will
vote on the Proposals separately as a Fund.
12
<PAGE> 16
Whether or not a quorum is present, if sufficient votes in favor of the
Proposals or any other proposal presented at the meeting have not been received,
the persons named as proxies may propose one or more adjournments of the meeting
to permit further solicitation of proxies with respect to a proposal. All such
adjournments will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the meeting to be adjourned. A
vote may be taken on one or more proposals presented at the meeting prior to any
such adjournment if sufficient votes for its approval have been received.
In tallying shareholder votes, abstentions and broker non-votes (i.e.,
proxies sent in by brokers and other nominees which cannot be voted on a
Proposal because instructions have not been received from the beneficial owners)
will be counted for purposes of determining whether a quorum is present for
purposes of convening the meeting. Abstentions and broker non-votes will be
considered to be both present and issued and outstanding and, as a result, will
have the effect of being counted as votes against a Proposal.
If any other proposal is presented at the meeting that must be approved
by a percentage of "shares voted" on the proposal, abstentions and broker
non-votes will not be counted as "shares voted" and therefore will have no
effect on the result of the vote.
If the accompanying form of proxy is properly executed and returned in
time to be voted at the meeting, the shares covered thereby will be voted in
accordance with the instructions marked thereon by the shareholder. In the event
that the shareholder signs and returns the proxy, but does not indicate a choice
as to a Proposal on the proxy, the persons named in the accompanying proxy will
vote those shares in favor of the Proposal set forth in the Notice of Special
Meeting of Shareholders and in their discretion with regard to any other
proposal presented at the meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
As of the Record Date, the Trustees and officers of the Trust owned as
a group less than 1% of the outstanding voting securities of each of the Funds.
The following shareholders were known to the Trust to own beneficially 5% or
more of the total outstanding shares of the Funds listed, as of the Record Date:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
BERGER/BIAM INTERNATIONAL FUND
- --------------------------------------------------------------------------------------------------------------------
SHAREHOLDER NO. OF SHARES HELD PERCENTAGE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles Schwab & Co., Inc.
101 Montgomery Street 461,513 27.94%
San Francisco, CA 94104 (owned of record)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------------------------------------------
SHAREHOLDER NO. OF SHARES HELD PERCENTAGE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SEI Trust Co.
c/o The Trust Co. 361,557
One Freedom Valley Dr. 42.68%
Oaks, PA 19456 (owned of record)
- --------------------------------------------------------------------------------------------------------------------
Citizens Bank New Hampshire
870 Westminster St. 36%
Providence, RI 02903 305,039 (owned of record)
- --------------------------------------------------------------------------------------------------------------------
Weir Labat III - General Partner
Nell Labat Family Ltd. Partnership 79,023 9.33%
135 W. Elsmere (owned of record)
San Antonio, TX 78212
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 17
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
BERGER/BIAM INTERNATIONAL CORE FUND
- --------------------------------------------------------------------------------------------------------------------
SHAREHOLDER NO. OF SHARES HELD PERCENTAGE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles Schwab & Co., Inc.
101 Montgomery Street 17.70%
San Francisco, CA 94104 3,273,643 (owned of record)
- --------------------------------------------------------------------------------------------------------------------
Pell Rudman Trust Co. NA
100 Federal Street 37th floor 1,976,074 10.69%
Boston, MA 02110 (owned of record)
- --------------------------------------------------------------------------------------------------------------------
Atlantic Trust Co. NA
Nominee Account 1,995,423 10.79%
100 Federal St., Fl. 37 (owned of record)
Boston, MA 02110
- --------------------------------------------------------------------------------------------------------------------
Wachovia Bank NA, Trustees
Master Trust Agreement, St. Laurent
Paperboard and Wachovia Bank NA
P.O. Box 100 1,122,753 6.07%
West Point, VA 23181 (owned of record)
- --------------------------------------------------------------------------------------------------------------------
Richard Brawerman, Albert A. Dorman and
Richard D. Jones Trustees 1,096,810 5.93%
The J. David Gladstone Institutes
43 Corporate Park, Suite 102 (owned of record)
Irvine, CA 92606
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
In addition, as of the Record Date, the Berger/BIAM International CORE
Fund held 88% of the outstanding interests in the Portfolio. See "Master-Feeder
Fund Structure; Indirect Vote" above. Because each Fund's vote as an investor in
the Portfolio is proportionate to its interest in the Portfolio, the vote of the
shareholders of that Fund alone could determine the outcome of the final
Portfolio vote on the Proposals.
OTHER BUSINESS
While the meeting is called to act upon any other business that may
properly come before it, at the date of this Proxy Statement the only business
which the management of the Funds intends to present or knows that others will
present are the Proposals mentioned in the Notice of Special Meeting of
Shareholders. If any other matters lawfully come before the meeting, and in all
procedural matters at the meeting, proxies which do not contain specific
restrictions to the contrary will be voted on such matters in the discretion of
the persons named as proxies therein, or their substitutes, present and acting
at the meeting.
PROPOSALS OF SHAREHOLDERS
The Funds need not hold annual shareholder meetings, except as required
by the 1940 Act, applicable state law or the Trust Instrument. Therefore, it is
not presently anticipated that the Funds will hold regular meetings of
shareholders in subsequent years. Accordingly, no anticipated date of the next
meeting can be provided nor a deadline established for the submittal of future
proposals from shareholders.
14
<PAGE> 18
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING, PLEASE SIGN YOUR PROXY CARD PROMPTLY AND RETURN IT IN THE
ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS
NECESSARY.
BY ORDER OF THE TRUSTEES
OF THE TRUST,
/S/ SUE VREELAND
Sue Vreeland
Secretary
March 13, 2000
15
<PAGE> 19
APPENDIX A
INVESTMENT ADVISORY AGREEMENT
BERGER INTERNATIONAL PORTFOLIO
(A SERIES OF BERGER WORLDWIDE PORTFOLIOS TRUST)
This INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this ____
day of ____________________, 2000, between BERGER LLC, a Nevada limited
liability company ("Berger"), and BERGER WORLDWIDE PORTFOLIOS TRUST, a Delaware
business trust (the "Trust"), with respect to the BERGER INTERNATIONAL
PORTFOLIO, a series of the Trust (the "Portfolio").
RECITALS
A. The Trust is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act").
B. The Trust is authorized to create separate series of interests, each
with its own separate investment portfolio, one of such series created by the
Trust being the Portfolio.
C. Berger is engaged in the business of rendering investment advisory
services and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act").
D. The Trust and Berger deem it mutually advantageous that Berger
should be appointed to assume responsibility for the day-to-day management of
the Portfolio and of the securities in the Portfolio in accordance with the
terms and conditions of this Agreement.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Appointment. The Trust hereby appoints Berger as investment adviser
and manager with respect to the Portfolio for the period and on the terms set
forth in this Agreement. Berger hereby accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Investment Advisory Functions. In its capacity as investment adviser
to the Portfolio, Berger shall have the following duties and responsibilities:
16
<PAGE> 20
(a) To manage the investment operations of the Portfolio and the
composition of its investment portfolio, and to determine
without prior consultation with the Trust, what securities and
other assets of the Portfolio will be acquired, held, disposed
of or loaned, in conformity with the investment objective,
policies and restrictions and the other statements concerning
the Portfolio in the Trust's trust instrument, as amended from
time to time (the "Trust Instrument"), bylaws and registration
statements under the 1940 Act, the 1940 Act and the Advisers
Act, the rules and regulations thereunder, and all other
applicable federal and state laws and regulations, and the
provisions of the Internal Revenue Code of 1986, as amended
from time to time, applicable to the Portfolio, or to any of
the investors investing in the Portfolio, as a regulated
investment company;
(b) To cause its officers to attend meetings and furnish oral or
written reports, as the Trust may reasonably require, in order
to keep the Trustees and appropriate officers of the Trust
fully informed as to the condition of the investment portfolio
of the Portfolio, the investment decisions of Berger, and the
investment considerations which have given rise to those
decisions;
(c) To place orders for the purchase and sale of securities for
investments of the Portfolio and for other related
transactions, or, in the event a sub-adviser is engaged
pursuant to the authority granted in this Agreement, to
supervise the purchase and sale of securities for investments
of the Portfolio and for other related transactions as
directed by any such sub-adviser; to give instructions to the
custodian (including any subcustodian) of the Portfolio as to
deliveries of securities to and from such custodian and
receipt and payments of cash for the account of the Portfolio,
and advise the Trust on the same day such instructions are
given; and to submit such reports relating to the valuation of
the Portfolio's assets and to otherwise assist in the
calculation of the net asset value of interests in the
Portfolio as may reasonably be requested; on behalf of the
Portfolio, to exercise such voting rights, subscription
rights, rights to consent to corporate action and any other
rights pertaining to the Portfolio's assets that may be
exercised, in accordance with any policy pertaining to the
same that may be adopted or agreed to by the Trustees of the
Trust, or, in the event that the Trust retains the right to
exercise such voting and other rights, to furnish the Trust
with advice as to the manner in which such rights should be
exercised;
(d) To maintain all books and records required to be maintained by
Berger pursuant to the 1940 Act and the rules and regulations
promulgated thereunder, as the same may be amended from time
to time, with respect to transactions on behalf of the
Portfolio, and shall furnish the Trustees with such periodic
and special reports as the Trustees reasonably may request.
Berger agrees that all records which it maintains for the
17
<PAGE> 21
Portfolio or the Trust are the property of the Trust, agrees
to permit the reasonable inspection thereof by the Trust or
its designees and agrees to preserve for the periods
prescribed under the 1940 Act any records which it maintains
for the Trust and which are required to be maintained under
the 1940 Act, and further agrees to surrender promptly to the
Trust or its designees any records which it maintains for the
Trust upon request by the Trust; and
(e) At such times as shall be reasonably requested by the
Trustees, to provide the Trustees with economic, operational
and investment data and reports, including without limitation
all information and materials reasonably requested by or
requested to be delivered to the Trustees of the Trust
pursuant to Section 15(c) of the 1940 Act, and make available
to the Trustees any economic, statistical and investment
services normally available to similar investment company
clients of Berger.
3. Managerial and Administrative Services. Berger shall perform, or
arrange for the performance of, all managerial and administrative services
necessary for the operation of the Portfolio, subject to the monitoring of the
Trustees of the Trust, including but not limited to:
(a) providing the Portfolio with office space, personnel,
equipment and facilities for maintaining its organization;
(b) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of custodians, subcustodians,
depositories, transfer and pricing agents, accountants,
attorneys, placement agents, insurers and other persons in any
capacity deemed to be necessary or desirable;
(c) preparing all general investor communications, including
investor reports;
(d) providing personnel and assistance necessary to maintain the
registration, qualification or exemption to sell interests
under the federal securities laws and in each state where
Berger has determined such registration, qualification or
exemption to be advisable;
(e) monitoring the Portfolio's compliance with, insofar as they
relate to the Portfolio, (i) the Trust's Trust Instrument,
Bylaws and currently effective registration statement under
the 1940 Act and any amendments or supplements thereto
("Registration Statement"); (ii) the written policies,
procedures and guidelines of the Portfolio, and written
instructions and directions of the Trustees of the Trust;
(iii) the requirements of the Securities Act of 1933, the 1940
Act, the Advisers Act, the rules thereunder, and all other
applicable federal and state laws and regulations; and (iv)
the provisions of Subchapter M of the Internal Revenue Code,
if applicable to any of the investors investing in the
Portfolio;
18
<PAGE> 22
(f) arranging for and supervising the preparation of any or all
registration statements, tax returns, proxy materials,
financial statements, notices and reports for filings with
regulatory authorities and distribution to holders of
interests in the Portfolio;
(g) conducting investor relations;
(h) maintaining the Portfolio's existence and its records; and
(i) investigating the development of and developing and
implementing, if appropriate, management and investor services
designed to enhance the value or convenience of the Portfolio
as an investment vehicle.
4. Further Obligations. In all matters relating to the performance of
this Agreement, Berger shall act in conformity with the Trust's Trust
Instrument, bylaws and currently effective registration statements under the
1940 Act and any amendments or supplements thereto (the "Registration
Statements") and with the written policies, procedures and guidelines of the
Portfolio, and written instructions and directions of the Trustees of the Trust,
and shall comply with the requirements of the 1940 Act, the Advisers Act, the
rules thereunder, and all other applicable federal and state laws and
regulations. The Trust agrees to provide Berger with copies of the Trust's Trust
Instrument, bylaws, Registration Statements, written policies, procedures and
guidelines, and written instructions and directions of the Trustees, and any
amendments or supplements to any of them at, or, if practicable, before the time
such materials become effective. Berger shall maintain errors and omissions
insurance in an amount at least equal to that disclosed to the Trustees in
connection with their approval of this Agreement.
5. Sub-Advisers. Berger may engage one or more sub-advisers in
furtherance of Berger's duties and responsibilities under this Agreement,
subject to the approval of the Trustees of the Trust and, if required by law,
the investors of the Portfolio, pursuant in each case to a written agreement
with a party that, if applicable, meets the requirements of Section 15 of the
1940 Act and the rules thereunder applicable to contracts for service as an
investment adviser of a registered investment company, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission. The
engagement of one or more sub-advisers pursuant to this provision shall not
diminish or relieve in any way the liability of Berger for any of its duties and
responsibilities under this Agreement. Berger shall appropriately oversee,
monitor and evaluate the activities of any sub-adviser engaged hereunder.
6. Obligations of Trust. The Trust shall have the following obligations
under this Agreement:
(a) To keep Berger continuously and fully informed as to the
composition of the investment portfolio of the Portfolio and
the nature of all of the Portfolio's assets and liabilities
from time to time;
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<PAGE> 23
(b) To furnish Berger with a certified copy of any financial
statement or report prepared for the Portfolio by certified or
independent public accountants and with copies of any
financial statements or reports made to the Portfolio's
investors or to any governmental body or securities exchange;
(c) To furnish Berger with any further materials or information
which Berger may reasonably request to enable it to perform
its function under this Agreement; and
(d) To compensate Berger for its services in accordance with the
provisions of Section 7 hereof.
7. Compensation. The Trust shall pay to Berger for its services under
this Agreement a fee, payable in United States dollars, at an annual rate of
0.85% of the first $500 million of average daily net assets of the Portfolio,
0.80% of the next $500 million of average daily net assets of the Portfolio, and
0.75% of any part of the average daily net assets of the Portfolio in excess of
$1 billion. This fee shall be computed and accrued daily and payable monthly as
of the last day of each month during which or part of which this Agreement is in
effect. For the month during which this Agreement becomes effective and the
month during which it terminates, however, there shall be an appropriate
proration of the fee payable for such month based on the number of calendar days
of such month during which this Agreement is effective.
8. Expenses and Excluded Expenses. Berger shall pay all its own costs
and expenses incurred in rendering the services required under this Agreement.
Notwithstanding any other provision hereof, it is expressly agreed that Berger
shall not be responsible to pay, directly or on behalf of the Portfolio, any of
the Portfolio's expenses, which shall remain the Trust's own obligation and
responsibility to pay, including without limitation: (a) expenses of registering
the Trust with securities authorities, or registration or filing fees incurred
in the registration, qualification or exemption of interests in the Portfolio
with securities authorities; (b) compensation (including reimbursement of
expenses) of the Trustees of the Trust who are not "interested persons" as
defined in the 1940 Act; (c) expenses of preparing, printing and mailing
reports, notices, proxy materials and other required communications to investors
in the Portfolio; (d) all expenses incidental to holding meetings of the
Trustees of the Trust and of investors in the Portfolio, including proxy
solicitations therefor; (e) legal and audit expenses; (f) insurance premiums for
fidelity and other coverage; (g) brokerage commissions and other costs in
connection with the purchase and sale of securities and other assets of the
Portfolio; (h) custodian, transfer agent, recordkeeping and pricing agent fees
and expenses; (i) interest and taxes; and (j) such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which the Trust is a party and the legal obligation which the
Trust may have to indemnify its Trustees and officers with respect thereto.
9. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost
20
<PAGE> 24
of securities of the Portfolio and shall be paid by the Portfolio. Absent
instructions from the Trust to the contrary, Berger is authorized and directed
to place portfolio transactions for the Portfolio only with brokers and dealers
who render satisfactory service in the execution of orders at the most favorable
prices and at reasonable commission rates, provided, however, that Berger may
pay a broker an amount of commission for effecting a securities transaction in
excess of the amount of commission another broker would have charged for
effecting that transaction if Berger determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker viewed in terms of either that
particular transaction or the overall responsibilities of Berger. Berger is also
authorized to consider sales of shares in any fund investing in the Portfolio as
a factor in selecting broker-dealers to execute portfolio transactions for the
Portfolio. In placing portfolio business with such broker-dealers, Berger shall
seek the best execution of each transaction. Subject to the terms of this
Agreement and the applicable requirements and provisions of the law, including
the 1940 Act and the Securities Exchange Act of 1934, as amended, and in the
event that Berger or an affiliate is registered as a broker-dealer, Berger may
select a broker with which it or any of its affiliates or the Portfolio is
affiliated. Berger or such affiliated broker may effect or execute Portfolio
securities transactions, whether on a securities exchange or in the
over-the-counter market, and receive separate compensation from the Portfolio
therefor. Notwithstanding the foregoing, the Trust shall retain the right to
direct the placement of all portfolio transactions, and the Trustees of the
Trust may establish policies or guidelines to be followed by Berger in placing
portfolio transactions for the Trust pursuant to the foregoing provisions.
Berger shall report on the placement of portfolio transactions in the prior
fiscal quarter at each quarterly meeting of such Trustees. To the extent
consistent with applicable law, purchase or sell orders for the Portfolio may be
aggregated with simultaneous purchase or sell orders for other clients of
Berger. Whenever Berger simultaneously places orders to purchase or sell the
same security on behalf of the Portfolio and one or more other clients of
Berger, such orders will be allocated as to price and amount among all such
clients in a manner reasonably believed by Berger to be fair and equitable to
each client. The Trust recognizes that in some cases, this procedure may
adversely affect the results obtained for the Portfolio.
10. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the holders of interests in the
Portfolio acting by vote of at least a majority of its outstanding voting
securities, provided in either case that sixty (60) days' advance written notice
of termination be given to Berger at its principal place of business. This
Agreement may be terminated by Berger at any time, without penalty, by giving
sixty (60) days' advance written notice of termination to the Trust, addressed
to its principal place of business. The Trust agrees that, consistent with the
terms of the Trust's Trust Instrument, the Trust shall cease to use the name
"Berger" in connection with the Portfolio as soon as reasonably practicable
following any termination of this Agreement if Berger does not continue to
provide investment advice to the Portfolio after such termination.
11. Assignment. This Agreement shall terminate automatically in the
event of any assignment of this Agreement.
21
<PAGE> 25
12. Term. This Agreement shall continue in effect until April 30, 2002,
unless sooner terminated in accordance with its terms, and shall continue in
effect from year to year thereafter only so long as such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by either the Trustees of the Trust
or the affirmative vote of a majority of the outstanding voting securities of
the Portfolio.
13. Amendments. This Agreement may be amended by the parties only if
such amendment is specifically approved (i) by a majority of the Trustees,
including a majority of the Trustees who are not interested persons of the
Portfolio or Berger and, (ii) if required by applicable law, by the affirmative
vote of a majority of the outstanding voting securities of the Portfolio.
14. Allocation of Expenses. The Trustees shall determine the basis for
making an appropriate allocation of the Trust's expenses (other than those
directly attributable to the Portfolio) between the Portfolio and any other
series of the Trust and between the Portfolio and other investment companies
managed by Berger or its affiliates.
15. Limitation on Personal Liability. NOTICE IS HEREBY GIVEN that the
Trust is a business trust organized under the Delaware Business Trust Act
pursuant to a Certificate of Trust filed in the office of the Secretary of State
of the State of Delaware. All parties to this Agreement acknowledge and agree
that the Trust is a series trust and all debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular series shall be enforceable against the assets held with respect to
such series only, and not against the assets of the Trust generally or against
the assets held with respect to any other series and further that no Trustee,
officer or holder of shares of beneficial interest of the Trust shall be
personally liable for any of the foregoing.
16. Limitation of Liability of Berger. Berger shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Portfolio,
except for willful misfeasance, bad faith or gross negligence in the performance
of its duties, or by reason of reckless disregard of its obligations and duties
hereunder and except to the extent otherwise provided by law. As used in this
Section 16, "Berger" shall include any affiliate of Berger performing services
for the Trust contemplated hereunder and managers, directors, officers and
employees of Berger and such affiliates.
17. Activities of Berger. The services of Berger to the Trust hereunder
are not to be deemed to be exclusive, and Berger and its affiliates are free to
render services to other parties, so long as its services under this Agreement
are not materially adversely affected or otherwise impaired thereby. Nothing in
this Agreement shall limit or restrict the right of any manager, officer or
employee of Berger to engage in any other business or to devote his or her time
and attention in part
22
<PAGE> 26
to the management or other aspects of any other business, whether of a similar
nature or a dissimilar nature. It is understood that Trustees, officers and
shareholders of the Trust are or may become interested in Berger as managers,
officers and shareholders of Berger, that managers, officers, employees and
shareholders of Berger are or may become similarly interested in the Trust, and
that Berger may become interested in the Trust as a shareholder or otherwise.
18. Certain Definitions. The terms "vote of a majority of the
outstanding voting securities," "assignment," "approved at least annually" and
"interested persons" when used herein, shall have the respective meanings
specified in the 1940 Act, as now in effect or hereafter amended, and the rules
and regulations thereunder, subject to such orders, exemptions and
interpretations as may be issued by the Securities and Exchange Commission under
said Act and as may be then in effect. Where the effect of a requirement of the
federal securities laws reflected in any provision of this Agreement is made
less restrictive by a rule, regulation, order, interpretation or other authority
of the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation, order, interpretation or other authority.
19. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Colorado (without giving effect to the conflicts of
laws principles thereof) and the 1940 Act. To the extent that the applicable
laws of the State of Colorado conflict with the applicable provisions of the
1940 Act, the latter shall control.
20. Miscellaneous. The headings in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions thereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
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<PAGE> 27
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Investment Advisory Agreement as of the date and year
first above written.
BERGER LLC
By:
-------------------------------------------
Jack R. Thompson
President
BERGER WORLDWIDE PORTFOLIOS TRUST,
with respect to the series known as the Berger
International Portfolio
By:
-------------------------------------------
Jack R. Thompson
President
A-1
<PAGE> 28
APPENDIX B
SUB-ADVISORY AGREEMENT
(BERGER LLC/BANK OF IRELAND
ASSET MANAGEMENT (U.S.) LIMITED
WITH RESPECT TO THE
BERGER INTERNATIONAL PORTFOLIO
Agreement made as of this __ day of ____________, 2000, between Berger
LLC ("Berger"), a Nevada limited liability company, and Bank of Ireland Asset
Management (U.S.) Limited ("BIAM"), a limited company incorporated in Ireland.
WHEREAS, Berger has entered into an Investment Advisory Agreement (the
"Advisory Agreement") with Berger Worldwide Portfolios Trust (the "Trust"), a
Delaware business trust and an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to Berger International Portfolio (the "Portfolio"), a separate series
of the Trust;
WHEREAS, BIAM is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, Berger, with the approval of the Trust, desires to delegate to
BIAM its duties and responsibilities for providing investment advisory services
to the Portfolio, and BIAM is willing to accept such delegation and to render
such investment advisory services.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties agree as follows:
1. Duties of BIAM. Berger hereby engages the services of BIAM as
sub-adviser for the Portfolio in furtherance of the Advisory Agreement. BIAM
agrees to perform the following duties, subject to the oversight of Berger and
to the overall control of the officers and the Trustees of the Trust:
(a) BIAM shall manage the investment operations of the
Portfolio and the composition of its investment portfolio, and
determine without prior consultation with Berger or the Trust, what
securities and other assets of the Portfolio will be acquired, held,
disposed of or loaned in conformity with the investment objective,
policies and restrictions and the other statements concerning the
Portfolio in the Trust's trust instrument, as amended from time to time
(the "Trust Instrument"), the Trust's bylaws ("Bylaws") and the Trust's
registration statements under the 1940 Act and the Securities Act of
1933, as amended (the "1933 Act"), the 1940 Act and the Advisers Act,
the rules and regulations thereunder, and all other applicable federal
and state laws and regulations, and the provisions of the Internal
Revenue Code of 1986, as amended, applicable to the Portfolio as a
regulated investment company;
<PAGE> 29
(b) BIAM shall cause its officers to attend meetings and
furnish oral or written reports, as the Trust or Berger may reasonably
require, in order to keep Berger, the Trustees and appropriate officers
of the Trust fully informed as to the condition of the investment
portfolio of the Portfolio, the investment decisions of BIAM, and the
investment considerations which have given rise to those decisions;
(c) BIAM shall maintain all books and records required to be
maintained by BIAM pursuant to the 1940 Act, the Advisers Act, and the
rules and regulations promulgated thereunder, as the same may be
amended from time to time, with respect to transactions on behalf of
the Portfolio, and shall furnish the Trustees and Berger with such
periodic and special reports as the Trustees or Berger reasonably may
request. BIAM hereby agrees that all records which it maintains for the
Portfolio or the Trust are the property of the Trust, agrees to permit
the reasonable inspection thereof by the Trust or its designees and
agrees to preserve for the periods prescribed under the 1940 Act and
the Advisers Act any records which it maintains for the Trust and which
are required to be maintained under the 1940 Act and the Advisers Act,
and further agrees to surrender promptly to the Trust or its designees
any records which it maintains for the Trust upon request by the Trust;
(d) BIAM shall place orders for the purchase and sale of
securities for investments of the Portfolio and for other related
transactions; to give instructions to the custodian (including any
subcustodian) of the Portfolio as to deliveries of securities to and
from such custodian and receipt and payments of cash for the account of
the Portfolio, and advise the Trust on the same day such instructions
are given;
(e) BIAM will provide Berger and the Trust with the current
reports that show holdings, current prices, income details and
month-end valuations, and shall communicate with the custodian and
Berger on valuation issues concerning the Portfolio's securities;
(f) BIAM shall, on behalf of the Portfolio, exercise such
voting rights, subscription rights, rights to consent to corporate
action and any other rights pertaining to the Portfolio's assets that
may be exercised, in accordance with any policy pertaining to the same
that may be adopted or agreed to by the Trustees of the Trust, or, in
the event that the Trust retains the right to exercise such voting and
other rights, to furnish the Trust with advice as may be reasonably
requested as to the manner in which such rights should be exercised;
(g) At such times as shall be reasonably requested by the
Trustees or Berger, BIAM shall provide the Trustees and Berger with
economic, operational and investment data and reports, including
without limitation all information and materials reasonably requested
by or requested to be delivered to the Trustees of the Trust pursuant
to Section 15(c) of the 1940 Act, and shall make available to the
Trustees and Berger any economic, statistical and investment services
normally available to similar investment company clients of BIAM; and
(h) BIAM will provide to Berger for regulatory filings and
other appropriate uses pertaining to the activities of BIAM relating to
the Portfolio or the Trust materially accurate and complete information
relating to BIAM as may reasonably be requested by Berger from time to
time.
<PAGE> 30
2. Further Obligations. In all matters relating to the performance of
this Agreement, BIAM shall act in conformity with the Trust Instrument, Bylaws
and currently effective registration statement under the 1940 Act and any
amendments or supplements thereto (the "Registration Statement") and with the
written policies, procedures and guidelines of the Portfolio, written
instructions and directions of the Trustees based on resolutions duly adopted by
the Trustees, and written instructions and directions of Berger, officers of the
Trust, as may be communicated to it by Berger and shall comply with the
requirements of the 1940 Act, the Advisers Act, the rules thereunder, and all
other applicable federal and state laws and regulations. Berger agrees to
provide to BIAM copies of the Trust Instrument, Bylaws, Registration Statement,
written policies, procedures, and guidelines, written instructions of the
Trustees based on resolutions duly adopted by the Trustees, and written
instructions from Berger, officers of the Trust, and any amendments or
supplements to any of them at, or, if practicable, before the time such
materials become adopted. BIAM shall not be required to follow any amendments or
supplements to any such policies, procedures, guidelines or written instructions
until BIAM has received such amendment or supplement in writing. BIAM may
perform its services through any qualified employee, officer or agent of BIAM,
and Berger and the Trust shall not be entitled to the efforts, advice,
recommendations or judgment of any specific person.
3. Obligations of Berger. Berger shall have the following obligations
under this Agreement:
(a) To keep BIAM continuously and fully informed (or cause the
custodian of the Portfolio's assets to keep BIAM so informed) as to the
composition of the investment portfolio of the Portfolio, cash
requirements and cash available for investment in the Portfolio and the
nature of all of the Portfolio's assets and liabilities;
(b) To furnish BIAM with a certified copy of any financial
statement or report prepared for the Portfolio by certified or
independent public accountants and with copies of any financial
statements or reports made to the Portfolio's investors or to any
governmental body or securities exchange;
(c) To furnish BIAM with any further materials or information
which BIAM may reasonably request to enable it to perform its function
under this Agreement;
(d) To compensate BIAM for its services in accordance with the
provisions of Section 4 hereof.
4. Compensation. Berger shall pay to BIAM for its services under this
Agreement a fee, payable in United States dollars, in accordance with the
Schedule in Exhibit A hereto. This fee shall be computed and accrued daily and
payable monthly on the last day of each month during which or part of which this
Agreement is in effect. BIAM reserves the right to waive or reimburse all or any
portion of its fees hereunder.
<PAGE> 31
5. Expenses and Excluded Expenses. BIAM shall pay all its own costs and
expenses incurred in rendering the services required under this Agreement.
6. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. Absent instructions from Berger or the Trust to the
contrary, BIAM shall place all orders for the purchase and sale of securities
for the Portfolio with brokers and dealers selected by BIAM in the exercise of
its fiduciary duty to obtain best execution. BIAM is authorized and directed to
place portfolio transactions for the Portfolio only with brokers and dealers who
BIAM believes will render satisfactory service in the execution of orders at the
best overall terms available; provided, however, that BIAM may pay a broker an
amount of commission for effecting a securities transaction in excess of the
amount of commission another broker would have charged for effecting that
transaction if BIAM determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker viewed in terms of either that particular transaction or
the overall responsibilities of BIAM. BIAM is also authorized, consistent with
the requirements of NASD Conduct Rule 2830(k), to consider sales of shares of
any fund investing in the Portfolio as a factor in selecting broker-dealers to
execute portfolio transactions for the Portfolio. In placing portfolio business
with such broker-dealers, BIAM shall seek the best execution of each
transaction. Subject to the terms of this Agreement and the applicable
requirements and provisions of the law, including the 1940 Act and the
Securities Exchange Act of 1934, as amended, and in the event that BIAM or an
affiliate is registered as a broker-dealer, BIAM may select a broker with which
it or any of its affiliates or the Portfolio is affiliated. BIAM or such
affiliated broker may effect or execute Portfolio securities transactions on an
agency basis, whether on a securities exchange or in the over-the-counter
market, and receive compensation from the Portfolio therefor.
Notwithstanding the foregoing, the Trust shall retain the right to
direct the placement of all portfolio transactions, and Berger or the Trustees
may establish policies or guidelines to be followed by BIAM in placing portfolio
transactions for the Portfolio pursuant to the foregoing provisions. BIAM shall
report on the placement of portfolio transactions in the prior fiscal quarter at
each quarterly meeting of the Trustees. To the extent consistent with applicable
law, purchase or sell orders for the Portfolio may be aggregated with
simultaneous purchase or sell orders for other clients of BIAM. Whenever BIAM
simultaneously places orders to purchase or sell the same security on behalf of
the Portfolio and one or more other clients of BIAM, such orders will be
allocated as to price and amount among all such clients in a manner reasonably
believed by BIAM to be fair and equitable to each client. Berger and the Trust
recognize that, in some cases, this procedure may adversely affect the results
obtained for the Portfolio.
7. Representations of BIAM. BIAM hereby represents, warrants and
covenants to Berger as follows:
(a) BIAM: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met in all material
<PAGE> 32
respects, and will continue to meet in all material respects for so
long as this Agreement remains in effect, any other applicable federal
or state requirements, or the applicable requirements of any regulatory
or industry self-regulatory organization necessary to be met in order
to perform the services contemplated by this Agreement; (iv) has the
legal and corporate authority to enter into and perform the services
contemplated by this Agreement; and (v) will immediately notify Berger
of the occurrence of any event that would disqualify BIAM from serving
as an investment adviser of an investment company pursuant to Section
9(a) of the 1940 Act or otherwise, and of the institution of any
administrative, regulatory or judicial proceeding against BIAM that
could have a material adverse effect upon BIAM's ability to fulfill its
obligations under this Agreement.
(b) BIAM has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will provide
Berger with a copy of such code of ethics, together with evidence of
its adoption. Within 45 days after the end of the last calendar quarter
of each year that this Agreement is in effect, the president or a vice
president of BIAM shall certify to Berger that BIAM has complied with
the requirements of Rule 17j-1 during the previous year and that there
has been no violation of BIAM's code of ethics or, if such a violation
has occurred, that appropriate action was taken in response to such
violation. Upon the written request of Berger, BIAM shall permit
Berger, its employees or its agents to examine the reports required to
be made to BIAM by Rule 17j-1.
(c) BIAM has provided Berger with a copy of its Form ADV as
most recently filed with the U.S. Securities and Exchange Commission
("SEC") and will, promptly after filing any material amendment to its
Form ADV with the SEC, furnish a copy of such amendment to Berger.
(d) BIAM will notify Berger of any change in the identity or
control of its shareholders owning a 10% or greater interest in BIAM,
or any change that would constitute a change in control of BIAM under
the 1940 Act, prior to any such change if BIAM is aware, or should be
aware, of any such change, but in either event as soon as any such
change becomes known to BIAM, so long as such prior notification would
not violate applicable law. In such event, BIAM shall notify Berger
upon the occurrence of such change of control.
8. Representations of Berger. Berger hereby represents, warrants and
covenants to BIAM as follows:
(a) Berger: (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from fulfilling its obligations under this
Agreement; (iii) has met in all material respects, and will continue to
meet in all material respects for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory
organization necessary to be met in order to fulfill its obligations
under this Agreement; (iv) has the legal and corporate authority to
enter into and perform this Agreement; and (v) will immediately notify
BIAM of the occurrence of any event that would disqualify Berger from
serving as an investment adviser of
<PAGE> 33
an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise, and of the institution of any administrative, regulatory or
judicial proceeding against Berger that could have a material adverse
effect upon Berger' ability to fulfill its obligations under this
Agreement.
(b) Berger has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will provide BIAM
with a copy of such code of ethics, together with evidence of its
adoption.
(c) Berger has provided BIAM with a copy of its Form ADV as
most recently filed with the U.S. Securities and Exchange Commission
("SEC") and will, promptly after filing any material amendment to its
Form ADV with the SEC, furnish a copy of such amendment to BIAM.
(d) Berger will notify BIAM of any change in the identity or
control of its shareholders owning a 10% or greater interest in Berger,
or any change that would constitute a change in control of Berger under
the 1940 Act, prior to any such change if Berger is aware, or should be
aware, of any such change, but in either event as soon as any such
change becomes known to Berger, so long as such prior notification
would not violate applicable law. In such event, Berger shall notify
BIAM upon the occurrence of such change of control.
9. Term. This Agreement shall become effective as of the date first set
forth above and shall continue in effect until the date before the second
anniversary of this Agreement, unless sooner terminated in accordance with its
terms, and shall continue in effect from year to year thereafter only so long as
such continuance is specifically approved at least annually by the vote of a
majority of the Trustees who are not parties hereto or interested persons of the
Trust or Berger, cast in person at a meeting called for the purpose of voting on
the approval of the terms of such renewal, and by either the Trustees or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio.
10. Termination. This Agreement may be terminated: (i) at any time,
without penalty, by the Trustees, or by the holders of interests in the
Portfolio acting by vote of at least a majority of its outstanding voting
securities, provided in any such case that 60 days' advance written notice of
termination be given to BIAM at its principal place of business; (ii) at any
time, without penalty, by the Trust if BIAM becomes unable to discharge its
duties and obligations under this Agreement; (iii) by BIAM or Berger upon a
material breach by the other party hereto of any of the covenants in Section 8
of that certain Amendment to Operating Agreement, Liquidation and Dissolution
Agreement dated January 19, 2000 by and between BBOI Worldwide LLC, Berger and
BIAM, if such breach shall not have been cured within a 30 day period after
notice of such breach; (iv) by BIAM or Berger upon a material breach by the
other party hereto of any of the terms of this Agreement, if such breach shall
not have been cured within a 30 day period after notice of such breach; or (v)
by BIAM or Berger at any time after the expiration of five (5) years from the
date of this Agreement, without penalty, by giving 60 days' advance written
notice of termination to the other party hereto and to the Trust.
11. Assignment and Amendments. This Agreement shall automatically
terminate in the event of its assignment. This Agreement may be amended by the
parties only in a written instrument
<PAGE> 34
signed by all parties to this Agreement and only if such amendment is
specifically approved (i) by a majority of the Trustees, including a majority of
the Trustees who are not interested persons of the Trust, Berger or its
affiliates, and (ii) if required by applicable law, by the affirmative vote of a
majority of the outstanding voting securities in the Portfolio. Notwithstanding
the foregoing, the Registration Statement and the written policies, procedures
and guidelines, and written instructions form the Trustees based on resolutions
duly adopted by the Trustees referred to in Section 2 hereof may be amended by
the Trust or the Trustees from time to time; provided, however, that BIAM shall
not be obligated to follow any such amendment until BIAM has received such
amendment in writing from the Trust, the Trustees or from Berger.
12. Limitation of Liability of BIAM. BIAM shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Portfolio,
except for willful misfeasance, bad faith or gross negligence in the performance
of its duties, or by reason of reckless disregard of its obligations and duties
hereunder and except to the extent otherwise provided by law. BIAM shall be
entitled to rely upon any written instructions from the Trustees of the Trust
based on resolutions duly adopted by the Trustees, and shall incur no liability
to Berger, the Trust or the Portfolio, or any officers thereof, in acting upon
such written instructions. In addition, BIAM shall be entitled to rely upon any
written instructions from Berger, or officers of the Trust, and shall incur no
liability to Berger in acting upon such written instructions. As used in this
section, "BIAM" shall include any affiliate of BIAM performing services for the
Portfolio contemplated hereunder and managers, directors, officers and employees
of BIAM and such affiliates.
13. Limitation of Liability of Berger. Berger shall not be liable to
BIAM for any error of judgment or mistake of law or for any loss arising out of
any investment or for any act or omission taken with respect to the Portfolio,
except for willful misfeasance, bad faith or gross negligence in the performance
of its duties, or by reason of reckless disregard of its obligations and duties
hereunder and except to the extent otherwise provided by law. Berger shall be
entitled to rely upon any written instructions from the Trustees of the Trust
based on resolutions duly adopted by the Trustees, and shall incur no liability
to BIAM, or any officers thereof, in acting upon such written instructions. In
addition, Berger shall be entitled to rely upon any written instructions from
BIAM, or officers of the Trust, and shall incur no liability to BIAM in acting
upon such written instructions. As used in this section, "Berger" shall include
any affiliate of Berger performing services for the Portfolio contemplated
hereunder and managers, directors, officers and employees of Berger and such
affiliates.
14. Indemnification. Berger hereby indemnifies and holds harmless BIAM
and its officers, directors, shareholders, employees and agents, and any
controlling person thereof, from all losses, charges, claims and liabilities,
and all costs and expenses, including without limitation reasonable attorneys'
fees and disbursements, arising from any action which BIAM takes or omits to
take pursuant to written instructions from Berger, or from officers or Trustees
of the Trust, provided that no person shall be indemnified hereunder against any
liability to the Trust or its investors (or any expenses incident to such
liability) arising out of such person's own willful misfeasance, bad faith or
gross negligence in the performance of their duties or by reason of their
reckless disregard of their duties or obligations under this Agreement.
<PAGE> 35
BIAM hereby indemnifies and holds harmless Berger and the Trust, and
each of their Trustees, officers, managers, shareholders, members, employees and
agents, and any controlling person thereof, from all losses, charges, claims and
liabilities, and all costs and expenses, including without limitation reasonable
attorneys' fees and disbursements, arising out of BIAM's willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
its reckless disregard of its duties or obligations under this Agreement,
provided that no person shall be indemnified hereunder against any liability to
the Trust or its investors (or any expenses incident to such liability) arising
out of such person's own willful misfeasance, bad faith or gross negligence in
the performance of their duties or by reason of their reckless disregard of
their duties or obligations under this Agreement.
15. Activities of BIAM. The investment advisory services provided by
BIAM hereunder are not exclusive, and BIAM is free to render similar services to
others so long as its services under this Agreement are not materially adversely
affected or otherwise materially impaired thereby. Nothing in this Agreement
shall limit or restrict the right of any director, officer, or employee of BIAM
to engage in any other business or to devote his or her time and attention in
part to the management or other aspects of any business, whether of a similar
nature or a dissimilar nature.
16. Independent Contractor. BIAM shall for all purposes hereunder be
deemed to be an independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent Berger, the Portfolio or
the Trust in any way, nor otherwise be deemed an agent of, partner or joint
venturer with, Berger, the Portfolio or the Trust.
17. Third Party Beneficiary. The parties expressly acknowledge and
agree that the Trust is a third party beneficiary of this Agreement and that the
Trust shall have the full right to sue upon and enforce this Agreement in
accordance with its terms as if it were a signatory hereto.
18. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
certified or registered mail, return receipt requested and postage prepaid:
(a) To Berger at:
Berger LLC
210 University Boulevard
Suite 900
Denver, Colorado 80206
Attention: Anthony R. Bosch, Esq.
Phone: (303) 336-4568
Fax: (303) 329-8719
with a copy to:
Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, MO 64111
Attention: Kevin J. Murphy, Esq.
Phone: (816) 932-4400
Fax: (816) 531-7545
<PAGE> 36
(b) To BIAM at:
Bank of Ireland Asset Management
(U.S.) Limited
26 Fitzwilliam Place
Dublin 2, Ireland
Attention: William R. Cotter
Phone: 011 353 1 661 6433
Fax: 011 353 1 678 5342
with a copy to:
Bank of Ireland Asset Management
(U.S.) Limited
75 Holly Hill Lane
Greenwich, Connecticut 06830
Attention: Denis Curran
Phone: (203) 869-0111
Fax: (203) 869-0268
and
Morgan Lewis & Bockius LLP
1800 M. Street, N.W.
Washington, D.C. 20036
Attention: Stephanie M. Monaco, Esq.
Phone: (202) 467-7000
Fax: (202) 467-7176
<PAGE> 37
(c) To the Trust at:
Berger Worldwide Portfolios Trust
210 University Boulevard
Suite 900
Denver, Colorado 80206
Attention: Jack R. Thompson, President
Phone: (303) 329-0200
Fax: (303) 394-4397
with a copy to:
Davis, Graham & Stubbs LLP
370 Seventeenth Street
Suite 4700
Denver, Colorado 80202
Attention: Lester R. Woodward
Phone: (303) 892-9400
Fax: (303) 892-7400
19. Certain Definitions. As used in this Agreement, the terms "vote of
a majority of the outstanding voting securities," "assignment," "approved at
least annually," and "interested persons" shall have the same meanings as when
used in the 1940 Act (in each case as the 1940 Act is now in effect or hereafter
may be amended) and the rules and regulations thereunder, subject to such
orders, exemptions and interpretations as may be issued by the Securities and
Exchange Commission (the "SEC") under the 1940 Act and as may be then in effect.
Where the effect of a requirement of the federal securities laws reflected in
any provision of this Agreement is made less restrictive by a rule, regulation,
order, interpretation or other authority of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation, order, interpretation or other authority.
20. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Delaware (without giving effect to the conflicts of
laws principles thereof) and the 1940 Act. To the extent that the applicable
laws of the State of Delaware conflict with the applicable provisions of the
1940 Act, the latter shall control.
21. Miscellaneous. This Agreement may be executed in two or more
counterparts, which taken together shall constitute one and the same instrument.
The headings in this Agreement are included for convenience of reference only
and in no way define or limit any of the provisions thereof or otherwise affect
their construction or effect. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
<PAGE> 38
22. Form ADV. Berger hereby acknowledges receipt of the Form ADV, Part
II which BIAM represents is the most recent version of such form which BIAM has
filed with the SEC. BIAM will, promptly after filing any material amendment to
its Form ADV with the SEC, furnish a copy of such amendment to Berger and to the
Trust.
<PAGE> 39
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
BERGER LLC
By:
------------------------------
Name:
Title: Authorized Signatory
BANK OF IRELAND ASSET
MANAGEMENT (U.S.) LIMITED
By:
------------------------------
Name:
Title: Authorized Signatory
By:
------------------------------
Name:
Title: Authorized Signatory
<PAGE> 40
Exhibit A
Sub-Advisory fee payable to BIAM
<TABLE>
<CAPTION>
Average daily net asset value of the Portfolio. Fee
=============================================== ===
<S> <C> <C>
First $50m 45 bps
Next $50m 40 bps
Excess $100m 30 bps
</TABLE>
<PAGE> 41
PROXY PROXY
BERGER/BIAM INTERNATIONAL FUND
(AS SERIES OF BERGER/BIAM WORLDWIDE FUNDS TRUST)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 5, 2000
The undersigned shareholder of the BERGER/BIAM INTERNATIONAL FUND (the
Fund), a series of Berger/BIAM Worldwide Funds Trust (the Trust), a Delaware
business trust, hereby appoints Jack R. Thompson, Janice M. Teague, Anthony R.
Bosch and Sue Vreeland, or any one or more of them, with full power of
substitution and revocation, the true and lawful proxies to represent the
undersigned and to vote on behalf of the undersigned all shares of the Fund
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held on May 5, 2000, at the Four Points Sheraton Hotel, 600
South Colorado Blvd., 1st Floor Tree Room, Denver, Colorado, Denver, Colorado,
at 10:00 a.m., Mountain time, and at any adjournments thereof. The undersigned
authorizes and instructs the proxies to vote as indicated below.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. The
proxies named will vote the shares represented by this Proxy in accordance with
the choice made on this card. IF NO CHOICE IS INDICATED FOR ANY MATTER, THIS
PROXY WILL BE VOTED FOR THE MATTERS PRESENTED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
1. To approve a new Investment Advisory Agreement for the Fund's portfolio with
Berger LLC, as adviser.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To approve a new Sub-Advisory Agreement for the Fund's portfolio between
Berger LLC and Bank of Ireland Asset Management (U.S.) Limited, as investment
sub-adviser.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE> 42
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Please sign EXACTLY as your name(s) appear on your shareholder account
statement. When signing as attorney, executor, administrator, guardian, trustee,
custodian, etc., please give full title as such. If a corporation, partnership
or limited liability company, please sign the full name by an authorized
officer, partner, member or manager. If shares are owned jointly, all parties
should sign.
Dated: , 2000
---------------------- -----------------------------------------
Signature
-----------------------------------------
Title (If applicable)
-----------------------------------------
Signature (If held jointly)
-----------------------------------------
Title (If applicable)
<PAGE> 43
PROXY PROXY
INTERNATIONAL EQUITY FUND
(AS SERIES OF BERGER/BIAM WORLDWIDE FUNDS TRUST)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 5, 2000
The undersigned shareholder of the INTERNATIONAL EQUITY FUND (the
Fund), a series of Berger/BIAM Worldwide Funds Trust (the Trust), a Delaware
business trust, hereby appoints Jack R. Thompson, Janice M. Teague, Anthony R.
Bosch and Sue Vreeland, or any one or more of them, with full power of
substitution and revocation, the true and lawful proxies to represent the
undersigned and to vote on behalf of the undersigned all shares of the Fund
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held on May 5, 2000, at the Four Points Sheraton Hotel, 600
South Colorado Blvd., 1st Floor Tree Room, Denver, Colorado, Denver, Colorado,
at 10:00 a.m., Mountain time, and at any adjournments thereof. The undersigned
authorizes and instructs the proxies to vote as indicated below.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. The
proxies named will vote the shares represented by this Proxy in accordance with
the choice made on this card. IF NO CHOICE IS INDICATED FOR ANY MATTER, THIS
PROXY WILL BE VOTED FOR THE MATTERS PRESENTED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
1. To approve a new Investment Advisory Agreement for the Fund's portfolio with
Berger LLC, as adviser.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To approve a new Sub-Advisory Agreement for the Fund's portfolio between
Berger LLC and Bank of Ireland Asset Management (U.S.) Limited, as investment
sub-adviser.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Please sign EXACTLY as your name(s) appear on your shareholder account
statement. When signing as attorney, executor, administrator, guardian, trustee,
custodian, etc., please give full title as such. If a corporation, partnership
or limited liability company, please sign the full name by an authorized
officer, partner, member or manager. If shares are owned jointly, all parties
should sign.
Dated: , 2000
---------------------- -----------------------------------------
Signature
-----------------------------------------
Title (If applicable)
-----------------------------------------
Signature (If held jointly)
-----------------------------------------
Title (If applicable)
<PAGE> 44
PROXY PROXY
BERGER/BIAM INTERNATIONAL CORE FUND
(AS SERIES OF BERGER/BIAM WORLDWIDE FUNDS TRUST)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 5, 2000
The undersigned shareholder of the BERGER/BIAM INTERNATIONAL CORE FUND
(the Fund), a series of Berger/BIAM Worldwide Funds Trust (the Trust), a
Delaware business trust, hereby appoints Jack R. Thompson, Janice M. Teague,
Anthony R. Bosch and Sue Vreeland, or any one or more of them, with full power
of substitution and revocation, the true and lawful proxies to represent the
undersigned and to vote on behalf of the undersigned all shares of the Fund
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held on May 5, 2000, at the Four Points Sheraton Hotel, 600
South Colorado Blvd., 1st Floor Tree Room, Denver, Colorado, Denver, Colorado,
at 10:00 a.m., Mountain time, and at any adjournments thereof. The undersigned
authorizes and instructs the proxies to vote as indicated below.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. The
proxies named will vote the shares represented by this Proxy in accordance with
the choice made on this card. IF NO CHOICE IS INDICATED FOR ANY MATTER, THIS
PROXY WILL BE VOTED FOR THE MATTERS PRESENTED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
1. To approve a new Investment Advisory Agreement for the Fund's portfolio with
Berger LLC, as adviser.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To approve a new Sub-Advisory Agreement for the Fund's portfolio between
Berger LLC and Bank of Ireland Asset Management (U.S.) Limited, as investment
sub-adviser.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Please sign EXACTLY as your name(s) appear on your shareholder account
statement. When signing as attorney, executor, administrator, guardian, trustee,
custodian, etc., please give full title as such. If a corporation, partnership
or limited liability company, please sign the full name by an authorized
officer, partner, member or manager. If shares are owned jointly, all parties
should sign.
Dated: , 2000
---------------------- ----------------------------------------
Signature
----------------------------------------
Title (If applicable)
----------------------------------------
Signature (If held jointly)
----------------------------------------
Title (If applicable)
