As filed with the Securities and Exchange Commission on July 29, 1997
Securities Act Registration No. 333-9153
Investment Company Act Registration No. 811-7737
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Post-Effective Amendment No. 2 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 3 [x]
(Check appropriate box or boxes)
THE PURISIMA FUNDS
(Exact Name of Registrant as Specified in Charter)
13100 SKYLINE BOULEVARD
WOODSIDE, CALIFORNIA 94062-4547
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 851-7925
KENNETH L. FISHER
13100 Skyline Boulevard.
Woodside, California 94062-4547
(Name and Address of Agent for Service)
Copy to:
David Hearth, Esq.
Paul, Hastings, Janofsky & Walker, LLP
345 California Street, 29th Floor
San Francisco, CA 94104
Registrant has registered an indefinite number of shares of its common
stock under The Securities Act of 1933 and will file its required Rule 24f-2
Notice for Registrant's fiscal year ending August 31, 1997 prior to November 30,
1997.
It is proposed that this filing will become effective:
( X ) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(i)
( ) on (date) pursuant to paragraph (a)(i)
( ) 75 days after filing pursuant to paragraph (a)(ii)
( ) on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
( ) this Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment.
<PAGE>
THE PURISIMA FUNDS
CROSS REFERENCE SHEET
(Pursuant to Rule 481 showing the location in the Prospectus and the
Statement of Additional Information of the responses to the Items of Parts A and
B of Form N-1A).
Caption or Subheading in Prospectus or
Item No. on Form N-1A Statement of Additional Information
- --------------------- --------------------------------------
1. Cover Page Cover Page
2. Synopsis Expense Summary
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant The Purisima Funds; Investment
Objective; Investment Policies and
Risk Considerations; Investment
Limitations
5. Management of the Fund Management; Transfer and Dividend
Disbursing Agent, Custodian and
Independent Accountants
5A. Management's Discussion of Fund (1)
Performance
6. Capital Stock and Other Securities Capital Structure; Dividends and
Distributions; Taxes; Shareholder
Reports and Information
7. Purchase of Securities Being How to Purchase Shares; Pricing of
Offered Fund Shares; How to Exchange Shares;
Retirement Plans; Service and
Distribution Plan
8. Redemption or Repurchase How to Redeem Shares; Pricing of Fund
Shares; How to Exchange Shares
9. Legal Proceedings (1)
<PAGE>
PART B-INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
- ------------------------------------------------------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History (2)
13. Investment Objectives and Policies Additional Investment Information;
Investment Restrictions
14. Management of the Fund Additional Trust Information
15. Control Persons and Principal Additional Trust Information
Holders of Securities
16. Investment Advisory and Other Additional Trust Information
Services
17. Brokerage Allocation and Other Portfolio Transactions and Brokerage
Policies
18. Capital Stock and Other Securities Description of Shares
19. Purchase, Redemption and Pricing Included in the Prospectus under the
of Securities Being Offered heading "How to Purchase Shares,"
"Pricing of Fund Shares," "How to
Exchange Shares" and "How to Redeem
Shares" and in the Statement of
Additional Information under the
headings "Individual Retirement
Accounts"
20. Tax Status Included in the Prospectus under the
headings "Taxes" and "Dividends and
Distributions" and in the Statement
of Additional Information under the
heading "Taxes" and "Additional
Investment Information"
21. Underwriters (1)
22. Calculation of Performance Data Included in the Prospectus under the
heading "Fund Performance" and in
the Statement of Additional
Information under the heading
"Performance Information"
23. Financial Statements Financial Statements
- ----------------------
(1) Answer negative or inapplicable
(2) Complete answer to Item is contained in the Prospectus
<PAGE>
The Prospectus for the Purisima Total Return Fund dated October 25, 1996 is
incorporated herein by reference to the Prospectus filed pursuant to Rule 497
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission on November 5, 1996. The Supplement dated July 29, 1997 and January
1, 1997 to the Prospectus dated October 25, 1996 for the Purisima Total Return
Fund is incorpoarted herein by reference to the prospectus dated October 25,
1996.
PURISIMA TOTAL RETURN FUND
Supplement dated July 29, 1997 to Prospectus dated October 25, 1996
The disclosure under the caption "Shareholder Transaction Expenses",
"Administration," "Distribution," "Service and Distribution Plan", "How to
Purchase Shares", "How to Redeem Shares" and "Transfer and Dividend Disbursing
Agent, Custodian and Independent Accountants" in the Fund's prospectus dated
October 25, 1996 is supplemented by the following.
SHAREHOLDER TRANSACTION EXPENSES
Investment advisers, broker-dealers and other financial intermediaries may
independently charge additional fees for shareholder transactions (purchases and
redemptions) or for advisory services. Please see their materials for more
information.
ADMINISTRATION
Effective September 1, 1997, Investment Company Administration Corporation will
serve as the Fund's Administrator. Pursuant to an administration agreement with
the Fund, the Administrator supervises the overall administration of the Trust
and the Funds including, among other responsibilities, the preparation and
filing of all documents required for compliance by the Trust or the Fund with
applicable laws and regulations, arranging for the maintenance of books and
records of the Trust and the Fund, and supervision of other organizations that
provide services to the Fund. Certain junior officers of the Trust and the Fund
may be provided by the Administrator. The Trust has agreed to pay the
Administrator an annual fee equal to 0.10% of the first $200 million of average
daily net assets, 0.05% of the next $300 million of such net assets, and 0.03%
thereafter, subject to a minimum annual fee of $40,000 per Fund.
DISTRIBUTION
Effective July 10, 1997, First Fund Distributors, Inc., 4455 E. Camelback Road,
Suite 261-E, Phoenix, AZ 85018, began service as the Distributor to the Funds
pursuant to a Distribution Agreement. The Distributor is an affiliate of the
Administrator. The Distributor receives no fee for its distribution services.
TRANSFER AND DIVIDEND DISBURSING AGENT
Effective September 1, 1997, Countrywide Fund Services, 312 Walnut Street,
Cincinnati, Ohio 45202, will act as the Transfer and Dividend Disbursing Agent
for the Fund.
On or after September 1, 1997, if you need information on your account with the
Fund or if you wish to submit applications, redemption requests, inquiries or
notifications or obtain a Statement of Additional Information without charge,
you should call 1-800-841-2858 or write to:
The Purisima Funds
P.O. Box 5354
Cincinnati, Ohio 45201-5354
For overnight or express mail delivery, please use the following address:
The Purisima Funds
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
<PAGE>
The Statement of Additional Information for the Purisima Total Return Fund dated
April 28, 1997 is incorporated herein by reference to the Statement of
Additional Information filed in Post-effective Amendment No. 1 to the
Registration Statement. The Supplement dated July 29, 1997 to the Statement of
Additional Information dated April 28, 1997 for the Purisima Total Return Fund
is incorporated herein by reference to the Statement of Additional Information
dated April 28, 1997.
PURISIMA TOTAL RETURN FUND
Supplement dated July 29, 1997 to Statement of Additional Information dated
April 29, 1997
The disclosure under the caption "Administrator," "Custodian, Transfer Agent and
Dividend Paying Agent,""Distribution of Shares," and "Legal Counsel" in the
Fund's Statement of Additional Information dated April 28, 1997 is supplemented
by the following.
ADMINISTRATOR
Effective September 1, 1997, Investment Company Administration Corporation will
serve as the Fund's Administrator. Pursuant to an administration agreement with
the Fund, the Administrator supervises the overall administration of the Trust
and the Funds including, among other responsibilities, the preparation and
filing of all documents required for compliance by the Trust or the Fund with
applicable laws and regulations, arranging for the maintenance of books and
records of the Trust and the Fund, and supervision of other organizations that
provide services to the Fund. Certain junior officers of the Trust and the Fund
may be provided by the Administrator. The Trust has agreed to pay the
Administrator an annual fee equal to 0.10% of the first $200 million of average
daily net assets, 0.05% of the next $300 million of such net assets, and 0.03%
thereafter, subject to a minimum annual fee of $40,000 per Fund.
DISTRIBUTION OF SHARES
Effective July 10, 1997, First Fund Distributors, Inc., 4455 E. Camelback Road,
Suite 261-E, Phoenix, AZ 85018, began service as the Distributor to the Funds
pursuant to a Distribution Agreement. The Distributor is an affiliate of the
Administrator. The Distributor receives no fee for its distribution services.
CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT
Effective September 1, 1997, Countrywide Fund Services, Inc., 312 Walnut Street,
Cincinnati, Ohio 45202, will act as the Transfer and Dividend Disbursing Agent
for the Fund.
LEGAL COUNSEL
Effective June 1, 1997, Paul, Hastings, Janofsky & Walker LLP, 345 California
Street, 29th Floor, San Francisco, CA 94104, began serving as legal counsel for
the Fund.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
A. FINANCIAL STATEMENTS (Incorporated by reference in Part B to
Post-Effective Amendment No. 1 to the Registrant Statement)*:
B. EXHIBITS
1.1 Certificate of Trust. (1)
1.2 Registrant's Agreement and Declaration of Trust. (1)
2. Registrant's By-Laws. (1)
3. None.
4. None.
5. Investment Management Agreement by and between Registrant on
behalf of the Fund and Fisher Investments, Inc. (1)
6.1 Distribution Agreement by and between Registrant and Sunstone
Financial Group, Inc. (incorporated by reference to Exhibit 6
to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A) (superseded).
6.2 Distribution Agreement by and between Registrant and Sunstone
Distribution Services, LLC (superseded).
6.3 Distribution Agreement by and between Registrant and First Fund
Distributors, Inc.
7. None.
8. Custodian Agreement by and between Registrant and UMB Bank,
N.A. (1)
9.1 Administration and Fund Accounting Agreement by and between
Registrant and Sunstone Financial Group, Inc. (1)
9.2 Transfer Agency Agreement by and between Registrant and
Sunstone Investor Services, LLC. (1)
10. Legal Opinion of Heller Ehrman White & McAuliffe, counsel for
Registrant. (1)
11. Consent of Independent Accountants. (1)
12. None.
13.1 Subscription Agreement. (1)
13.2 Organizational Expense Agreement. (1)
14. Individual Retirement Custodial Account Agreement and
Disclosure Statement. (1)
15. Registrant's Service and Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940. (1)
16. Computation of Performance Figures. (1)
<PAGE>
17. Financial Data Schedules. (1)
18. None.
(1) Filed as an Exhibit to Post-Effective Amendment No.1 to Resistrant's
Registration Statement on Form N-1A filed electronically on April 28, 1997.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
-------------------------------------------------------------
Registrant neither controls any person nor is under common control with any
other person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
-------------------------------
Number of Record
Title of Class Holders as of July 8, 1997
-------------- --------------------------
Purisima Total Return Fund
$0.01 Par Value 80
ITEM 27. INDEMNIFICATION.
---------------
Registrant's Board of Trustees has adopted the following By-law provisions
which are in full force and effect and have not been modified or cancelled:
ARTICLE VI
INDEMNIFICATION OF TRUSTEES OFFICERS
EMPLOYEES AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of the Trust or is or was serving at the request of the Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation that was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes, without limitation, attorney's fees and any expenses of
establishing a right to indemnification under this Article.
Section 2. ACTIONS OTHER THAN BY TRUST. The Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the Trust) by reason of
<PAGE>
the fact that such person is or was an agent of the Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed: (a) in the case of conduct in his or her
official capacity as a Trustee of the Trust, that his or her conduct was in the
Trust's best interests, and (b) in all other cases, that his or her conduct was
at least not opposed to the Trust's best interests, and (c) in the case of a
criminal proceeding that he or she had no reasonable cause to believe the
conduct of that person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner which the person reasonably believed to be in the
best interest of the Trust or that the person had reasonable cause to believe
that the person's conduct was unlawful.
Section 3. ACTIONS BY THE TRUST. The Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of the Trust to procure a judgment in its
favor by reason of the fact that such person is or was an agent of the Trust,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of that action if that person acted in good
faith, in a manner that person believed to be in the best interests of the Trust
and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.
Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to
the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with the Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable on the basis that personal benefit was
improperly received by him or her, whether or not the benefit resulted
from an action taken in the person's official capacity; or
(b) In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable in the performance of that person's duty
to the Trust, unless and only to the extent that the court in which that
action was brought shall determine upon application that in view of all
the circumstances of the case, that person was not liable by reason of the
disabling conduct set forth in the preceding paragraph and is fairly and
reasonably entitled to indemnity for the expenses which the court shall
determine; or
(c) Of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or of expenses incurred in
defending a threatened or pending action that is settled or otherwise
disposed of without court approval, unless the required approval set forth
in Section 6 of this Article is obtained.
<PAGE>
Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of the
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of any claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that, based upon a review of the facts, the agent was not liable by reason of
the disabling conduct referred to in Section 4 of this Article.
Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this Article,
any indemnification under this Article shall be made by the Trust only if
authorized in the specific case on a determination that indemnification of the
agent is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Sections 2 or 3 of this Article and is not
prohibited from indemnification because of the disabling conduct set forth in
Section 4 of this Article, by:
(a) a majority vote of a quorum consisting of Trustees who are not parties to
the proceeding and are not interested persons of the Trust (as defined in
the Investment Company Act of 1940); or
(b) a written opinion by an independent legal counsel.
Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
may be advanced by the Trust before the final disposition of the proceeding upon
a written undertaking by or on behalf of the agent, to repay the amount of the
advance if it is ultimately determined that he or she is not entitled to
indemnification, together with at least one of the following as a condition to
the advance: (i) security for the undertaking; or (ii) the existence of
insurance protecting the Trust against losses arising by reason of any lawful
advances; or (iii) a determination by a majority of a quorum of Trustees who are
not parties to the proceeding and are not interested persons of the Trust, or by
an independent legal counsel in a written opinion, based on a review of readily
available facts, that there is reason to believe that the agent ultimately will
be found entitled to indemnification. Determinations and authorizations of
payments under this Section must conform to the standards set forth in Section 6
of this Article for determining that the indemnification is permissible.
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall
affect any right to indemnification to which persons other than Trustees and
officers of the Trust or any subsidiary hereof may be entitled by contract or
otherwise.
Section 9. LIMITATIONS. No indemnification or advance shall be made under
this Article, except as provided in Sections 5 or 6 in any circumstances where
it appears:
(a) that it would be inconsistent with a provision of the Trust's Agreement
and Declaration of Trust, a resolution of the shareholders of the Trust,
or an agreement in effect at the time of accrual of the alleged cause of
action asserted in the proceeding in which the expenses were incurred or
other amounts were paid which prohibits or otherwise limits
indemnification; or
<PAGE>
(b) that it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of the Trust to purchase such insurance, the Trust shall
purchase and maintain insurance on behalf of any agent of the Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that the Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Trust's Agreement and Declaration of Trust.
Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article VI does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of the Trust as defined in Section 1 of
this Article VI. Nothing contained in this Article VI shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article VI.
Insofar as indemnification for liability rising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of
Registrant to the foregoing provisions, or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
Section 11 of the Investment Management Agreement between the Registrant
and the Adviser provides for indemnification of the Adviser in connection with
certain claims and liabilities to which the Adviser, in its capacity as the
Registrant's investment adviser, may be subject. A copy of the Investment
Management Agreement is incorporated by reference as Exhibit 5.
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
----------------------------------------------------
Fisher Investments, Inc., Registrant's investment adviser, provides investment
advisory services for large corporations, pension plans, endowments,
foundations, governmental agencies and individuals. Set forth below is
additional biograhpical information and a description of any company with which
the officers and directors of Fisher Investments, Inc. have been engaged at any
time since June 1, 1994 in the capacity of director, officer, employee, partner
or trustee: Kenneth L. Fisher is the Chief Executive Officer of Fisher
Investments, Inc. and Chairman of its Investment Policy Committee. Mr. Fisher
makes investment policy and tactical investment decisions. Since July 1984, Mr.
Fisher has written a monthly column for Forbes magazine. Mr. Fisher has operated
the Adviser (including its predecessor) since 1979.
Jeffrey L. Silk is the Director of Operations, Senior Vice President and member
of the Investment Policy Committee of Fisher Investments, Inc. He is responsible
for overseeing the day to day activities of the trading and operations group as
well as development of statistical databases used for screening equity and fixed
income securities. He has been employed by the Adviser since 1983.
Sherrilyn A. Fisher is Senior Vice President and Corporate Secretary of the
Adviser. Her chief responsibilities are the overview of all activities involving
maintenance of the office and its facilities. Ms. Fisher has been employed by
the Adviser since 1984.
ITEM 29. PRINCIPAL UNDERWRITERS.
----------------------
(a) First Fund Distributors, Inc. currently serves as distributor of the
shares of:
a. Advisor's Series Trust
American Trust Allegiance Fund
Information Tech 100 Mutual Fund
Kaminski Poland Fund
Ridgeway Helms Millennium Fund
RNC Mutual Fund Group, Inc.
PIC Investment Trust
Hotchkis and Wiley Funds
Professionally Managed Portfolios
Avondale Total Return Fund
Perkins Opportunity Fund
Osterweis Fund
ProConscience Women's Equity Mutual Fund
Academy Value Fund
Trent Equity Fund
Leonetti Balanced Fund
Lighthouse Growth Fund
U.S. Global Leaders Growth Fund
Boston Managed Growth Fund
Harris Bretall Sullivan & Smith Growth Fund
Pzena Focused Value Fund
Titan Financial Services Fund
Guinness Flight Investment Funds
Jurika & Voyles Fund Group
Masters Select Equity Fund
Kayne Anderson Mutual Funds
O'Shaugnessy Funds, Inc.
The Purisima Total Return Fund
b. The officers of First Fund Distributors, Inc. are:
Robert H. Wadsworth President and Treasurer
Eric Banhazl Vice President
Steven J. Paggioli Vice President and Secretary
Each officer's business address with the Distributor is 4455 E.
Camelback Rd., Ste. 261-E, Phoenix, AZ 85018.
<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
--------------------------------
All accounts, books or other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder
are in the possession of the Registrant, at Registrant's corporate offices,
except (1) records held and maintained by relating to its functions as custodian
and (2) records held and maintained by Sunstone Financial Group, Inc. and
Sunstone Investor Services, LLC, 207 East Buffalo Street, Suite 400, Milwaukee,
Wisconsin, 53202, relating to its functions as administrator, fund accountant
and transfer agent up to August 31, 1997. Subsequent to August 31, 1997,
Investment Company Administration Corporation replaces Sunstone Financial Group,
Inc. as administrator and Coutnrywide Fund Services, Inc. as fund accountant and
transfer agent, with records to be located at 312 Walnut Street, Cincinnati,
Ohio 45202.
ITEM 31. MANAGEMENT SERVICES.
-------------------
All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.
ITEM 32. UNDERTAKINGS.
------------
(a) Registrant undertakes to provide its Annual Report upon request without
charge to any recipient of a Prospectus.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant hereby certifies that it has duly
caused this Amendment to the Registration Statement on Form N-1A to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Woodside, State of California, on the 23rd of July, 1997.
THE PURISIMA FUNDS
(Registrant)
By: /s/ Kenneth L. Fisher
---------------------
Kenneth L. Fisher
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement on Form N-1A has been signed below by the
following person in the capacities and on the date indicated.
Name Title Date
- ---- ----- ----
/s/Kenneth L. Fisher President; Trustee (principal July 23, 1997
-------------------- executive officer; principal
Kenneth L. Fisher financial and accounting officer)
/s/Bryan F. Morse Trustee July 28, 1997
--------------------
Bryan F. Morse
/s/Grover T. Wickersham Trustee July 20, 1997
--------------------
Grover T. Wickersham
/s/Pierson E. Clair, III Trustee July 23, 1997
---------------------
Pierson E. Clair, III
<PAGE>
EXHIBIT INDEX
6.3 Distribution Agreement by and between Registrant and First Fund
Distributors, Inc.
EXHIBIT 6.3
DISTRIBUTION AGREEMENT
This Agreement, made as of the 10th day of July, 1997 between The
Purisima Funds, a Delaware business trust (the "Fund"), and First Fund
Distributors, Inc. (the "Distributor").
WITNESSETH:
WHEREAS, the Fund proposes to engage in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "1940 Act") and it is in the interest of
the Fund to offer its shares for sale continuously; and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"); and
WHEREAS, the Fund and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of the Fund's shares of
beneficial interest (the "Shares"), $.01 par value.
NOW, THEREFORE, the parties agree as follows:
1. Appointment of Distributor. The Fund hereby appoints the Distributor
as its exclusive agent to sell and to arrange for the sale of the Fund's Shares,
on the terms and for the period set forth in this Agreement, and the Distributor
hereby accepts such appointment and agrees to act hereunder directly and/or
through the Fund's transfer agent in the manner set forth in the Prospectus (as
defined below). It is understood and agreed that the services of the Distributor
hereunder are not exclusive, and the Distributor may act as principal
underwriter for the shares of any other registered investment company.
2. Services and Duties of the Distributor.
(a) The Distributor agrees to sell the Shares, as agent for
the Fund, from time to time during the term of this Agreement upon the terms
described in the Fund's Prospectus. As used in this Agreement, the term
"Prospectus" shall mean the prospectus and statement of additional information
included as part of the Fund's Registration Statement, as such prospectus and
statement of additional information may be amended or supplemented from time to
time, and the term "Registration Statement" shall mean the Registration
Statement most recently filed from time to time by the Fund with the Securities
and Exchange Commission and effective under the 1933 Act and the 1940 Act, as
such Registration Statement is amended by any amendments thereto at the time in
effect. The Distributor shall not be obligated to sell any certain number of
Shares.
(b) The Distributor will hold itself available to receive
orders, satisfactory to the Distributor, for the purchase of the Shares and will
accept such orders and will transmit such orders and funds received by it in
payment for such Shares as are so accepted to the Fund's transfer agent or
custodian, as appropriate, as promptly as practicable. Purchase orders shall be
deemed effective at the time and in the manner set forth in the Prospectus. The
Distributor shall not make any short sales of Shares.
(c) The offering price of the Shares shall be the net asset
value per share of the Shares (as defined in the Declaration of Trust of the
Fund). The Fund shall furnish the Distributor, with all possible promptness, an
advice of each computation of net asset value and offering price.
<PAGE>
3. Duties of the Fund.
(a) Maintenance of Federal Registration. The Fund shall, at
its expense, take, from time to time, all necessary action and such steps,
including payment of the related filing fees, as may be necessary to register
and maintain registration of a sufficient number of Shares under the 1933 Act.
The Fund agrees to file from time to time such amendments, reports and other
documents as may be necessary in order that there may be no untrue statement of
a material fact in a registration statement or prospectus, or necessary in order
that there may be no untrue statement of a material fact in a registration
statement or prospectus, or necessary in order that there may be no omission to
state a material fact in the registration statement or prospectus which omission
would make the statements therein misleading.
(b) Maintenance of "Blue Sky" Qualifications. The Fund shall,
at its expense, use its best efforts to qualify and maintain the qualification
of an appropriate number of Shares for sale under the securities laws of such
states as the Distributor and the Fund may approve, and, if necessary or
appropriate in connection therewith, to qualify and maintain the qualification
of the Fund as a broker or dealer in such states; provided that the Fund shall
not be required to amend its Declaration of Trust or ByLaws to comply with the
laws of any state, to maintain an office in any state, to change the terms of
the offering of the Shares in any state, to change the terms of the offering of
the Shares in any state from the terms set forth in its Prospectus, to qualify
as a foreign corporation in any state or to consent to service of process in any
state other than with respect to claims arising out of the offering and sale of
the Shares. The Distributor shall furnish such information and other material
relating to its affairs and activities as may be required by the Fund in
connection with such qualifications.
(c) Copies of Reports and Prospectus. The Fund shall, at its
expense, keep the Distributor fully informed with regard to its affairs and in
connection therewith shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of Shares, including such
reasonable number of copies of its Prospectus and annual and interim reports as
the Distributor may request and shall cooperate fully in the efforts of the
Distributor to sell and arrange for the sale of the Shares and in the
performance of the Distributor under this Agreement.
4. Conformity with Applicable Law and Rules. The Distributor agrees
that in selling Shares hereunder it shall conform in all respects with the laws
of the United States and of any state in which Shares may be offered, and with
applicable rules and regulations of the NASD.
5. Independent Contractor. In performing its duties hereunder, the
Distributor shall be an independent contractor and neither the Distributor, nor
any of its officers, directors, employees, or representatives is or shall be an
employee of the Fund in the performance of the Distributor's duties hereunder.
The Distributor shall be responsible for its own conduct and the employment,
control, and conduct of its agents and employees and for injury to such agents
or employees or to others through its agents or employees. The Distributor
assumes full responsibility for its agents and employees under applicable
statutes and agrees to pay all employee taxes thereunder.
6. Indemnification.
(a) Indemnification of Fund. The Distributor agrees to
indemnify and hold harmless the Fund and each of its present or former trustees,
officers, employees, representatives and each person, if any, who controls or
previously controlled the Fund within the meaning of Section 15 of the 1933 Act
against any and all losses, liabilities, damages, claims or expenses (including
the reasonable costs or investigating or defending any alleged loss, liability,
damage, claims or expense and reasonable legal counsel fees incurred in
connection therewith) to which the Fund or any such person may become subject
under the 1933 Act, under any other statute, at common law, or otherwise,
arising out of the acquisition of any Shares by any person which (I) may be
based upon any wrongful act by the Distributor or any of the Distributor's
directors, officers, employees or representatives, or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus, shareholder report or other information
covering Shares filed or made public by the Fund or any amendment thereof or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in reliance upon
information furnished to the Fund by the Distributor. In no case (I) is the
Distributor's indemnity in favor of the Fund, or any person indemnified to be
deemed to protect the Fund or such indemnified person against any liability to
which the Fund or such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties or
by reason of his reckless disregard of his obligations and duties under this
Agreement or (ii) is the Distributor to be liable under its indemnity agreement
contained in this Paragraph with respect to any claim made against the Fund or
any person indemnified unless the Fund or such person, as the case may be, shall
have notified the Distributor in writing of the claim within a reasonable time
after the summons or
<PAGE>
other first written notification giving information of the nature of the claim
shall have been served upon the Fund or upon such person (or after the Fund or
such person shall have received notice to such service on any designated agent).
However, failure to notify the Distributor of any such claim shall not relieve
the Distributor from any liability which the Distributor may have to the Fund or
any person against whom such action is brought otherwise than on account of the
Distributor's indemnity agreement contained in this Paragraph.
The Distributor shall be entitled to participate, at its own
expense, in the defense, or, if the Distributor so elects, to assume the defense
of any suit brought to enforce any such claim, but, if the Distributor elects to
assume the defense, such defense shall be conducted by legal counsel chosen by
the Distributor and satisfactory to the Fund, to the persons indemnified
defendant or defendants, in the suit. In the event that the Distributor elects
to assume the defense of any such suit and retain such legal counsel, the Fund,
the persons indemnified defendant or defendants in the suit, shall bear the fees
and expenses of any additional legal counsel retained by them. If the
Distributor does not elect to assume the defense of any such suit, the
Distributor will reimburse the Fund and the persons indemnified defendant or
defendants in such suit for the reasonable fees and expenses of any legal
counsel retained by them. The Distributor agrees to promptly notify the Fund of
the commencement of any litigation of proceedings against it or any of its
officers, employees or representatives in connection with the issue or sale of
any Shares.
(b) Indemnification of the Distributor. The Fund agrees to
indemnify and hold harmless the Distributor and each of its present or former
officers, employees, representatives and each person, if any, who controls or
previously controlled the Distributor within the meaning of Section 15 of the
1933 Act against any and all losses, liabilities, damages, claims or expenses
(including the reasonable costs of investigating or defending any alleged loss,
liability, damage, claim or expense and reasonable legal counsel fees incurred
in connection therewith) to which the Distributor or and such person may become
subject under the 1933 Act, under any other statute, at common law, or
otherwise, arising out of the acquisition of any Shares by any person which (I)
may be based upon any wrongful act by the Fund or any of the Fund's trustees,
officers, employees or representatives, or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus, shareholder report or other information
covering Shares filed or made public by the Fund or any amendment thereof or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading unless such statement or omission was made in reliance
upon information furnished to the Fund by the Distributor. In no case (I) is the
Fund's indemnity in favor of the Distributor, or any person indemnified to be
deemed to protect the Distributor or such indemnified person against any
liability to which the Distributor or such person would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of his duties or by reason of his reckless disregard of his obligations and
duties under this Agreement, or (ii) is the Fund to be liable under its
indemnity agreement contained in this Paragraph with respect to any claim made
against Distributor, or person indemnified unless the Distributor, or such
person, as the case may be, shall have notified the Fund in writing of the claim
within a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon the
Distributor or upon such person (or after the Distributor or such person shall
have received notice of such service on any designated agent). However, failure
to notify the Fund of any such claim shall not relieve the Fund from any
liability which the Fund may have to the Distributor or any person against whom
such action is brought otherwise than on account of the Fund's indemnity
agreement contained in this Paragraph.
The Fund shall be entitled to participate, at its own expense,
in the defense, or, if the Fund so elects, to assume the defense of any suit
brought to enforce any such claim, but if the Fund elects to assume the defense,
such defense shall be conducted by legal counsel chosen by the Fund and
satisfactory to the Distributor, to the persons indemnified defendant or
defendants, in the suit. In the event that the Fund elects to assume the defense
of any such suit and retain such legal counsel, the Distributor, the persons
indemnified defendant or defendants in the suit, shall bear the fees and
expenses of any additional legal counsel retained by them. If the Fund does not
elect to assume the defense of any such
<PAGE>
suit, the Fund will reimburse the Distributor and the persons indemnified
defendant or defendants in such suit for the reasonable fees and expenses of any
legal counsel retained by them. The Fund agrees to promptly notify the
Distributor of the commencement of any litigation or proceedings against it or
any of its trustees, officers, employees or representatives in connection with
the issue or sale of any Shares.
7. Authorized Representation. The Distributor is not authorized by the
Fund to give on behalf of the Fund any information of to make any
representations in connection with the sale of Shares other than the information
and representations contained in a registration statement filed with the
Securities and Exchange Commission ("SEC") under the 1933 Act and/or the 1940
Act, covering Shares, as such registration statement and prospectus may be
amended or supplemented from time to time, or contained in shareholder reports
or other material that may be prepared by or on behalf of the Fund for the
Distributor's use. This shall not be construed to prevent the Distributor from
preparing and distributing tombstone ads and sales literature or other material
as it may deem appropriate. No person other than the Distributor is authorized
to act as principal underwriter (as such term is defined in the 1940 Act) for
the Fund.
8. Term of Agreement. The term of this Agreement shall begin on the
date first above written, and unless sooner terminated as hereinafter provided,
this Agreement shall remain in effect through July 10, 1999. Thereafter, this
Agreement shall continue in effect from year to year, subject to the termination
provisions and all other terms and conditions thereof, so long as: (a) such
continuation shall be specifically approved at least annually by the Board of
Trustees or by vote of a majority of the outstanding voting securities of the
Fund and, concurrently with such approval by the Board of Trustees or prior to
such approval by the holders of the outstanding voting securities of the Fund,
as the case may be, by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the trustees of the Fund
who are not parties to the Agreement or interested persons of any such party;
and (b) the Distributor shall not have notified the Fund, in writing, at least
60 days prior to July 10, 1999 or prior to July 10, of any year thereafter, that
it does not desire such continuation. The Distributor shall furnish to the Fund,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
9. Amendment and Assignment of Agreement. This agreement may not be
amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
10. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, on not more than upon
60 days' nor less than 30 days' prior notice in writing to the other party;
provided, that in the case of termination by the Fund such action shall have
been authorized by resolution of a majority of the trustees of the Fund who are
not parties to this Agreement or interested persons of any such party, or by
vote of a majority of the outstanding voting securities of the Fund.
11. Miscellaneous. The captions of this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Nothing herein contained shall be deemed to require the Fund to take
any action contrary to its Declaration of Trust or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Board of Trustees of the Fund of its
responsibility for and control of the conduct of the affairs of the Fund.
12. Definition of Terms. Any question of interpretation of any term or
provision of this
<PAGE>
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretation thereof, if any, by the United States courts or,
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission validly issued
pursuant to the 1940 Act. Specifically, the terms "vote of a majority of the
outstanding voting securities", interested persons", "assignment", and
"affiliated person", as used in Paragraphs 8, 9 and 10 hereof, shall have the
meanings assigned to them by Section 2(a) of the 1940 Act. In addition, where
the effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the Securities and
Exchange Commission, whether of special or of general applications, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.
13. Compliance with Securities Laws. The Funds represents that it is
registered as an open-end management investment company under the 1940 Act, and
agrees that it will comply with all the provisions of the 1940 Act and of the
rules and regulations thereunder. The Fund and the Distributor each agree to
comply with all of the applicable terms and provisions on the 1940 Act, the 1933
Act and, subject to the provisions of the 1940 Act, the 1933 Act and, subject to
the provisions of Section 4(d), all applicable "Blue Sky" laws. The Distributor
agrees to comply with all of the applicable terms and provisions of the
Securities Exchange Act of 1934.
14. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid to the Distributor at 479 West 22nd Street, New York, N.Y. 10011.
15. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.
16. No Shareholder Liability. The Distributor understands that the
obligations of this Agreement are not binding upon any shareholder of the Fund
personally, but bind only the Fund's property; the distributor represents that
it has notice of the provisions of the Fund's Declaration of Trust disclaiming
shareholder liability for acts or obligations of the Fund.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their fully authorized representatives and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
The Purisima Funds
By:/s/ Kenneth L. Fisher
--------------------------------------
Attest:
/s/ Sherrilyn A. Fisher
- -------------------------------------
Secretary
First Fund Distributors, Inc.
By:/s/ Eric M. Banhazl
--------------------------------------
Attest:
/s/ Steven J. Paggioli
- -------------------------------------
Secretary
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001019946
<NAME> PURISIMA FUNDS
<SERIES>
<NUMBER> 1
<NAME> PURISIMA TOTAL RETURN FUND
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> AUG-30-1997
<PERIOD-END> SEP-17-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 100,000
<OTHER-ITEMS-ASSETS> 80,245
<TOTAL-ASSETS> 180,245
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 80,245
<TOTAL-LIABILITIES> 80,245
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 99,000
<SHARES-COMMON-STOCK> 1,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 100,000
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 100,000
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001019946
<NAME> PURISIMA FUNDS
<SERIES>
<NUMBER> 1
<NAME> PURISIMA TOTAL RETURN FUND
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> FEB-28-1996
<INVESTMENTS-AT-COST> 598,669
<INVESTMENTS-AT-VALUE> 606,056
<RECEIVABLES> 884
<ASSETS-OTHER> 162,981
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 769,921
<PAYABLE-FOR-SECURITIES> 29,622
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 161,243
<TOTAL-LIABILITIES> 190,865
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 571,080
<SHARES-COMMON-STOCK> 55,251
<SHARES-COMMON-PRIOR> 10,000
<ACCUMULATED-NII-CURRENT> 496
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 93
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,387
<NET-ASSETS> 579,056
<DIVIDEND-INCOME> 992
<INTEREST-INCOME> 766
<OTHER-INCOME> 0
<EXPENSES-NET> (1,262)
<NET-INVESTMENT-INCOME> 496
<REALIZED-GAINS-CURRENT> 93
<APPREC-INCREASE-CURRENT> 7,387
<NET-CHANGE-FROM-OPS> 7,976
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 45,251
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 479,056
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 842
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 90,752
<AVERAGE-NET-ASSETS> 247,669
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> .47
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.48
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
