UNITED STATES File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 File No. 811-
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___
Post-Effective Amendment No. ___
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. ___
Bjurman Trust
(Exact name of Registrant as Specified in Charter)
10100 Santa Monica Boulevard
Los Angeles, California 90067-4103
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code(310) 553-6577
G. Andrew Bjurman, Co-President
O. Thomas Barry, III, Co-President
Bjurman Trust
10100 Santa Monica Boulevard
Los Angeles, California 90067-4103
(Name and Address of Agent for Service)
COPIES TO:
Julie Allecta, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, CA 94104-2878
Joseph M. O'Donnell, Esq.
FPS Services, Inc.
3200 Horizon Drive, P.O. Box 61503
King of Prussia, PA 19406-0903
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration
Statement.
________________________________________________________________
Registrant hereby elects to register an indefinite number of shares
of its securities under this Registration Statement pursuant to Rule
24f-2 of the Investment Company Act of 1940, as amended. Registrant
will file a Notice pursuant to Rule 24f-2 within two months after the
fiscal year end.
________________________________________________________________
Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
As filed with the U.S. Securities and Exchange
Commission on November 13, 1996<PAGE>
TABLE OF CONTENTS
Registration Statement of Bjurman Trust
Page
1. Cross-Reference Sheet. . . . . . . . . . . . . .3
2. Bjurman Micro-Cap Fund Class A Shares-
Part A - Prospectus. . . . . . . . . . . . . . .5
3. Bjurman Micro-Cap Fund Class D Shares-
Part A - Prospectus. . . . . . . . . . . . . . 28
4. Bjurman Micro-Cap Fund-Part B-
Combined Statement of Additional Information . 49
5. Bjurman Micro-Cap Fund-
Part C-Other Information . . . . . . . . . . . 62
6. Signature Page . . . . . . . . . . . . . . . . 67
7. Index to Exhibits. . . . . . . . . . . . . . . 68
<PAGE>
BJURMAN TRUST
CROSS REFERENCE SHEET PURSUANT TO RULE 481a
Form N-1A Item Caption in Prospectus
Part A INFORMATION REQUIRED IN A PROSPECTUS
1. Cover Page Cover Page of Prospectus
2. Synopsis Prospectus Summary; Expense
Summary
3. Condensed Financial
Information *
4. General Description of
Registrant Investment Objective;
Investment Policies and Strategies;
Investment Process; Risk Factors;
Prospectus Summary; General
Information
5. Management of the Fund Prospectus Summary; Management of
the Fund; Distribution Plan
5A. Management's Discussion
of Fund Performance *
6. Capital Stock and Other
Securities Prospectus Summary; General
Information; Dividends and Taxes;
Net Asset Value
7. Purchase of Securities Being
Offered Prospectus Summary; How to Purchase
Shares; Shareholder Services
8. Redemption or Repurchase Prospectus Summary; How to Redeem
Shares
9. Pending Legal Proceedings *
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION
10. Cover Page Cover Page of the Statement of
Additional Information
11. Table of Contents Table of Contents
12. General Information and
History *
13. Investment Objectives and
Policies Investment Policies and Techniques;
Investment Restrictions; Portfolio
Transactions
14. Management of the Fund The Trust and the Fund;Investment
Advisory and Other Services;
Trustees and Officers
15. Control Persons and
Principal Holders of
Securities *
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION (continued)
16. Investment Advisory Investment Advisory and Other
and Other Services Services
17. Brokerage Allocation
and Other Practices Portfolio Transactions
18. Capital Stock and
Other Securities Other Information
19. Purchase, Redemption
and Pricing of
Securities Being
Offered Purchases; Redemptions
20. Tax Status Taxes
21. Underwriters Underwriter
22. Calculation of
Performance Data Performance Information
23. Financial Statements *
Part C OTHER INFORMATION
Information required to be included in Part C is set forth under
the appropriate Item, so numbered, in Part C of this Registration
Statement.
* Item is inapplicable at this time or answer is negative.
<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Subject to Completion
Preliminary Prospectus Dated November , 1996
BJURMAN MICRO-CAP FUND
10100 Santa Monica Boulevard
Los Angeles, California 90067-4103
Class A Shares PROSPECTUS November___, 1996
Bjurman Micro-Cap Fund (the "Fund") seeks capital appreciation
through investments in common stocks of smaller companies with market
capitalizations between $30 million and $300 million at the time of
investment.
The Fund is a separate series of shares of Bjurman Trust (the
"Trust"), an open-end, management investment company commonly known as a
mutual fund. George D. Bjurman & Associates (the "Adviser"), serves as the
investment adviser of the Fund. The Adviser's equity selection
process attempts to identify undervalued companies. See "Investment
Process."
The Fund offers its shares through two separate classes of shares:
Class A Shares and Class D Shares. Both classes of shares are
identical except as to the expenses borne by each class. These alternative
classes permit investors to choose the method of purchasing shares
most beneficial to them. This Prospectus provides information concerning
Class A Shares. You may receive information concerning Class D
Shares by calling (800) 626-9769.
The Fund is designed for long-term investors and not as a trading
vehicle, and is not intended to present a complete investment
program. Because the Fund invests in a limited number of smaller companies,
the net asset value or share price of the Fund may be more volatile than
that of the average common stock fund.
This Prospectus sets forth concisely the information regarding the
Fund that an investor should know before investing in the Fund. Please
read this Prospectus carefully and retain it for future reference. A
Statement of Additional Information dated November , 1996
provides a further discussion of certain areas in this Prospectus which may
be of interest to some investors. It has been filed with the Securities
and Exchange Commission and is incorporated herein by reference. To
receive a free copy, write to the Fund at the address above or call (800)
626-9769.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.<PAGE>
TABLE OF CONTENTS
Page
Prospectus Summary . . . . . . . . . . . . . . . . . . . .
Expense Summary. . . . . . . . . . . . . . . . . . . . . .
Investment Objective . . . . . . . . . . . . . . . . . . .
Investment Policies and Strategies . . . . . . . . . . . .
Investment Process . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . .
Management of the Fund . . . . . . . . . . . . . . . . . .
The Distribution Plan. . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . .
Shareholder Services . . . . . . . . . . . . . . . . . . .
Net Asset Value. . . . . . . . . . . . . . . . . . . . . .
Dividends and Taxes. . . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . .
General Information. . . . . . . . . . . . . . . . . . . .
Underwriter: Adviser:
FPS Services, Inc. George D. Bjurman & Associates
3200 Horizon Drive, P.O. Box 61503 10100 Santa Monica Boulevard
King of Prussia, PA 19406-0903 Los Angeles, CA 90067-4103
(800) 626-9769 (800)
(610) 239-4600 (310) 553-6577
THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED
IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE
FUND TO MAKE SUCH AN OFFER OR SOLICITATION. NO SALES REPRESENTATIVE,
DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE
ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.
<PAGE>
Prospectus Summary
What is the Fund's Investment Objective? The Fund seeks to achieve
capital appreciation through investments in common stocks of smaller
companies with market capitalizations between $30 million and $300
million at the time of investment.
There can be no assurance that the Fund will be able to achieve its
investment objective. See "Investment Objective."
What are the Permitted Investments? The Fund intends to invest, under
normal circumstances, substantially all of its assets in the equity
securities of U.S. companies whose total market capitalization at the
time of purchase is valued between $30 million and $300 million and,
in the opinion of the Adviser, have superior earnings growth
characteristics. See "Investment Objective."
What are the Risks Involved with an Investment in the Fund? The
investment policies of the Fund have certain risks and considerations
of which investors should be aware. The Fund invests in securities
that fluctuate in value, and therefore investors should expect the
Fund's net asset value per share to fluctuate. Investing in the
common stock of smaller companies within the target market
capitalization involves special risks and considerations not
typically associated with investing in the common stock of larger
companies. The securities of smaller companies are less liquid and
experience more market price volatility than the securities of larger
companies, and are typically subject to a greater degree of change in
earnings and business prospects than larger, more established
companies. In addition, the Fund's portfolio will typically contain
only 45-55 company names. This is a diversified portfolio but not as
broadly diversified as many funds and therefore more susceptible to
individual company risk. This further contributes to share price
volatility. See "Investment Policies and Strategies" and "Risk
Factors."
Who is the Investment Adviser? George D. Bjurman & Associates serves
as the investment adviser of the Fund. See "Expense Summary" and
"Management of the Fund."
Who is the Administrator, Transfer Agent and Fund Accounting Agent?
FPS Services, Inc. serves as the administrator, transfer agent and
fund accounting agent for the Fund. See "Management of the Fund."
Who is the Underwriter? FPS Broker Services, Inc. serves as the
underwriter of the Fund's shares. See "Management of the Fund."
Is There a Sales Load? Purchases of Class A Shares are subject to a
maximum sales charge of 3.50% and are subject to annual 12b-1 Plan
expenses. See "The Distribution Plan" and "How to Purchase Shares."
Is There a Minimum Investment? The minimum initial investment is $
($ for IRA and SEP accounts) and $ for subsequent
investments.
How do I Purchase Shares? Contact your broker or the underwriter
listed above. Class A Shares are offered at the net asset value per
share plus a maximum initial sales charge of 3.50% of the offering
price and are subject to annual 12b-1 Plan expenses not to exceed
0.50%. See "How to Purchase Shares."
How do I Sell Back my Shares? Shares of the Fund may be redeemed at
the current net asset value per share next determined after receipt
by the transfer agent of a redemption request in proper form.
Signature guarantees may be required for certain redemption requests.
See "How to Redeem Shares."
How are Distributions Paid? Although the investment program is
designed for capital appreciation, some incidental investment income
may be generated in the form of dividends or interest. Substantially
all of the net investment income (exclusive of capital gains) of the
Fund will be distributed in the form of annual dividends. If any
capital gains are realized, substantially all of them will be
distributed by the Fund at least annually. All dividends and
distributions are paid in additional shares (without sales charge)
unless payment in cash is requested in writing. See "Dividends and
Taxes."
<PAGE>
Expense Summary
Shareholder Transaction Expenses:
Class A
Maximum sales charge imposed on purchases (as
a percentage of offering price). . . . . . . . . 3.50%(1)
Maximum sales charge imposed on reinvested dividends
(as a percentage of offering price). . . . . . . None
Deferred sales charge (as a percentage of original
purchase price). . . . . . . . . . . . . . . . . None
Redemption fees (as a percentage of amount
redeemed) (2). . . . . . . . . . . . . . . . . . None
(1) Reduced for purchases of $ and over. See "How to
Purchase Shares."
(2) If you want to redeem shares by wire transfer, the Fund's
transfer agent charges a fee (currently $9.00) for each wire
redemption. Purchases and redemptions may also be made through
broker-dealers and others who may charge a commission or other
transaction fee for their services.
Annual Fund Operating Expenses:
(as a percentage of average net assets) Class A
Advisory Fees (after fee waivers)(3) . . . . . . . . . 0.83%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . 0.50%
Other Expenses (4) . . . . . . . . . . . . . . . . . . 0.47%
Total Fund Operating Expenses (after fee waivers)(3) 1.80%
(3) The Adviser has, on a voluntary basis, agreed to waive all or a
portion of its fees and to reimburse certain expenses of the
Fund necessary to limit the total operating expenses for the
first year of operations to 1.80% of the Fund's average net
assets. The Adviser reserves the right to terminate this waiver
or any reimbursement at any time, in its sole discretion.
Absent such fee waivers, and presuming first year assets at $20
million, advisory fees for the Fund would be 1.00% and
estimated total operating expenses would be 3.33% of the Fund's
average daily net assets on an annualized basis. Although the
Adviser has not previously provided investment advisory
services to registered investment companies, the Adviser has
been engaged in the investment advisory business and providing
investment advice to individuals, trusts and retirement plans
since 1970.
(4) The Fund did not commence operations until ,
1996, and therefore the "Other Expenses" information is based
on estimated operating expenses.
Example
Based on the level of expenses listed above, and (i) imposition of
the maximum sales charge, (ii) 5% annual return and (iii) redemption
at the end of each time period, the total expenses relating to an
investment of $1,000 would be as follows:
Class A
1 Year $ 53
3 Years $ 90
The foregoing example should not be considered a representation of
past or future expenses. Actual expenses may be more or less than
those shown. The purpose of the expense tables and example is to
assist the investor in understanding the various costs and expenses
that may be directly or indirectly borne by shareholders of the Fund.
Additional information may be found under "Management of the Fund."
The rules of the Securities and Exchange Commission require that the
maximum sales charge be reflected in the above table with respect to
these shares. However, certain investors may qualify for a reduced
sales charge. See "How to Purchase Shares."
Long-term holders of the Fund may eventually pay more than the
economic equivalent of the maximum front-end sales charges otherwise
permitted by the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (the "NASD").
Investment Objective
The Fund seeks capital appreciation through investments in common
stocks of companies with market capitalizations between $30 million
and $300 million at the time of investment. The Adviser employs a
growth-oriented approach to equity investment management and seeks to
outperform market averages over a complete market cycle by investing
in companies that the Adviser believes have above average earnings
prospects. Additional investment policies and restrictions are
described in the Statement of Additional Information.
This objective is fundamental and may not be changed without a vote
of the holders of the majority of the outstanding voting securities
of the Fund. The Fund's investment policies and strategies described
below are not fundamental and may be changed without shareholder
approval. Additional investment policies and the Fund's investment
restrictions are described in the Statement of Additional
Information.
Investment Policies and Strategies
The Fund intends to invest, under normal circumstances, substantially
all of its assets in the equity securities of U.S. companies whose
total market capitalization at the time of purchase is valued between
$30 million and $300 million and, in the opinion of the Adviser, have
superior earnings growth characteristics.
The Adviser may invest in or employ one or more of the following
investment policies or strategies to assist in its attempt to attain
the Fund's investment objective.
Equity Securities: Under normal market conditions, the Fund will
invest at least 80% of its total assets in the equity securities.
Equity securities in which the Fund may invest include common stocks,
preferred stocks, warrants for the purchase of common stock and debt
securities convertible into or exchangeable for common or preferred
stock. A warrant is a security that gives the holder the right, but
not the obligation, to subscribe for newly created securities of the
issuer or a related company at a fixed price either at a certain date
or during a set period.
Private Placements: The Fund may invest in securities that are
neither listed on a stock exchange nor traded over-the-counter,
including privately placed securities. Investing in such unlisted
securities, including investments in new and early stage companies,
may involve a high degree of business and financial risk that can
result in substantial losses. As a result of the absence of a public
trading market for these securities, they may be less liquid than
publicly traded securities. Further, companies whose securities are
not publicly traded may not be subject to the disclosure and other
investor protection requirements which would be applicable if their
securities were publicity traded. No more than 15% of the Fund's net
assets will be invested in illiquid securities, including non-publicly
traded securities, private placements and restricted securities. See
"Risk Factors."
Illiquid Securities: The Securities and Exchange Commission has
adopted Rule 144A under the Securities Act, which permits the Fund to
sell restricted securities to qualified institutional buyers without
limitation. The Adviser, pursuant to procedures adopted by the
Trustees of the Fund, will make a determination as to the liquidity
of each restricted security purchased by the Fund. If a restricted
security is determined to be "liquid", such security will not be
included within the category "illiquid securities", which under
current policy may not exceed 15% of the Fund's net assets. The
Fund's policy is to limit illiquid securities (which include, but are
not limited to private placements) to a maximum of 15% of total
assets at the time of purchase.
Unseasoned Issuers: The Fund may invest in relatively new or
unseasoned companies, which are in their early stages of development,
or small companies positioned in new and emerging industries where
the opportunity for rapid growth is expected to be above average.
Securities of unseasoned companies present greater risks than
securities of larger, more established companies. See "Risk
Factors."
Liquid Management: Pending investment, to meet anticipated redemption
requests, or as a temporary defense measure if the Adviser determines
that market conditions warrant, the Fund may also invest without
limitation in short-term U.S. government obligations, high quality
money market instruments, and repurchase agreements. The Fund may
also purchase bank obligations such as certificates of deposit,
bankers' acceptances and interest-bearing savings and time deposits
issued by U.S. banks or savings institutions having total assets at
the time of purchase in excess of $1 billion. Short-term obligations
will have short-term debt ratings at the time of purchase in the top
two categories by one or more unaffiliated nationally recognized
statistical rating organizations ("NRSRO's"). Unrated instruments
purchased by the Fund will be of comparable quality as determined by
the Adviser.
Borrowing: The Fund may borrow as a temporary measure for
extraordinary purposes or to facilitate redemptions. The Fund will
not borrow money in excess of one-third of the value of its total
assets. (The Fund has no intention of increasing its net income
through borrowing.) Any borrowings will be from a bank and will have
asset coverage of at least 300%. In the event that such asset
coverage falls below 300%, the Fund shall, within three days
thereafter (not including Sunday or holidays) or such longer periods
as the Securities and Exchange Commission may prescribe by rules and
regulations, reduce the amount of its borrowings to such an extent
that the asset coverage of such borrowings shall be at least 300%.
The Fund will not pledge more that 10% of its net assets, or issue
senior securities, as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), or as described herein, except for notes
to banks. Investment securities will not be purchased while the Fund
has outstanding borrowings that exceed 5% of the Fund's net assets.
Lending of Portfolio Securities: The Fund may lend its portfolio
securities on a short-term basis to banks, broker/dealers and other
institutional investors pursuant to agreements requiring that the
loans be continuously secured by collateral equal at all times in
value to at least the market value of the securities loaned. The
Fund will not lend portfolio securities in excess of 33% of the value
of its total assets. There may be risks of delay in receiving
additional collateral or in recovering the securities loaned or even
a loss of rights in the collateral should the borrower of the
securities fail financially. However, loans are made only to
borrowers deemed by the Adviser to be of good standing and when, in
its judgment, the income to be earned from the loan justifies the
attendant risks.
Repurchase Agreements: The Fund may enter into repurchase agreements
with banks or broker-dealers. Repurchase agreements are considered
under the Investment Company Act to be collateralized loans by the
Fund to the seller, secured by the securities transferred to the
Fund. In accordance with requirements under the Investment Company
Act, repurchase agreements will be fully collateralized by securities
which the Fund may invest in directly. Such collateral will be
marked-to-market daily. If the seller of the underlying security
under the repurchase agreement should default on its obligation to
repurchase the underlying security, the Fund may experience delay or
difficulty in recovering its cash. To the extent that, in the
meantime, the value of the security purchased has decreased, the Fund
could experience a loss. No more than 15% of the Fund's net assets
will be invested in illiquid securities, including repurchase
agreements which have a maturity of longer than seven days.
Investment Process
The Adviser's equity selection process attempts to identify
undervalued companies with superior earnings growth characteristics.
The process starts with screening a 3,500 stock universe of companies
with market capitalizations ranging from $30 million up to $300
million, using five models which emphasize both growth and value
attributes. The next step involves a top-down economic analysis
designed to identify the 10 to 15 most promising industries over the
next 12 to 18 months. The screening factors include (1) earnings
growth, (2) earnings strength, (3) earnings surprise, (4)
price/earnings ratio and (5) a dividend discount estimate of expected
return.
Stocks are ranked according to the above five criteria in an attempt
to identify approximately 100 to 120 companies offering the best
growth prospects and selling at attractive prices. The highest
ranking stocks in the most promising industries are then subjected to
additional fundamental and technical research by the Adviser's senior
associates. Their goal is to narrow the list to the 45 to 55 issues
that may be held in the portfolio. They seek high-quality,
profitable companies with capable management teams, above average
reinvestment rates, strong industry positions, and productive
research and development efforts. To ensure a well diversified
portfolio, commitments to any one issue or industry are limited to 5%
and 15%, respectively.
The Fund's Investment Policy Committee continually reviews investment
alternatives and implements portfolio changes as attractive
investment opportunities become available. The closing prices of
portfolio issues are reviewed daily. Any position that declines 15%
from its cost or from its recent high is re-examined as a potential
sale candidate. Additionally, companies which in the Adviser's
opinion have moved into an overvalued range, lost earnings momentum,
or are in industries which are not expected to perform well, are
continually evaluated for sale.
The Fund's portfolio generally expects to be almost fully invested in
common stocks of micro-cap companies at all times, with only minimal
holdings in short-term investments.
Risk Factors
General
There is no such thing as a guaranteed investment and no one can see
into the future. Accordingly, the value of an investment in the Fund
will probably fluctuate over time and may be valued higher or lower
at the time of an investor's redemption. An investment in the Fund
should be only a part of an overall investment strategy. Before
investing, please consider the following special factors in
determining the appropriateness of an investment in the Fund. No
assurance can be given as to the success of the Adviser's investment
program.
Micro-Cap Sized Companies
The Fund may make investments in relatively new or unseasoned
companies, which are in their early stages of development, or smaller
companies positioned in new and emerging industries where the
opportunity for rapid growth is expected to be above average. Such
smaller companies may present greater opportunities for capital
appreciation but may involve greater risk than larger, mature
issuers. Since smaller capitalization companies are generally not as
well-known to investors and have less of an investor following than
larger companies, they may provide opportunities for greater gains as
a result of inefficiencies in the marketplace. Such smaller
companies may have relatively small revenues, limited product lines,
markets or financial resources, and their securities may trade less
frequently and in more limited volume than those of larger, more
mature companies. Small companies may lack depth of management, and
may be unable to internally generate funds necessary for growth or
potential development or to generate such funds through external
financing or favorable terms, or they may be developing or marketing
new products or services for which markets are not yet established
and may never become established. As a result, the prices of their
securities may fluctuate more than those of larger issuers. Small
company stocks may exhibit volatile characteristics and may decline
in price as large company stocks rise, or rise in price as large
company stocks decline. An investment in shares of the Fund may be
more volatile than the shares of a fund that invests in larger
capitalization stocks. By maintaining a broadly diversified
portfolio, the Adviser will attempt to reduce this volatility.
Private Placements: Limitations on the resale of this type of
securities may have an adverse effect on their marketability and may
prevent the Fund from disposing of them promptly at reasonable
prices. Although these securities may be resold in privately
negotiated transactions, the prices realized from these sales could
be less than those originally paid by the Fund, or less than what may
be considered the fair value of such securities. If such securities
are required to be registered under the securities laws of one or
more jurisdictions before being resold, the Fund may be required to
bear the expense of registration and the risk of substantial delays
in effecting such registration.
Diversification: Diversifying a fund's portfolio can reduce the risks
of investing by limiting the portion of your investment in any one
issuer or industry. Less diversified funds may be more sensitive to
changes in the market value of a single issuer or industry. The Fund
may present greater risk than is usually associated with widely
diversified mutual funds because it typically invests in the
securities of as few as 45-55 issuers. Therefore, the Fund is not
appropriate as your sole investment.
The Fund should not be considered suitable for investors who are
unable or unwilling to assume the risks of loss inherent in such a
program, nor should investment in the Fund be considered a balanced
or complete investment program. The Fund cannot guarantee it will
achieve its objective.
Management of the Fund
The Board of Trustees
The Trust has a Board of Trustees that establishes the Fund's
policies and supervises and reviews the management of the Fund. The
day-to-day operations of the Fund are administered by the officers of
the Trust and by the Adviser pursuant to the terms of the Investment
Advisory Agreement with the Fund. The Trustees review the various
services provided by the Adviser to make sure that the Fund's general
investment policies and programs are being properly carried out and
that administrative services are being provided to the Fund in a
satisfactory manner. Information pertaining to the Trustees and
executive officers is set forth in the Statement of Additional
Information.
The Investment Adviser
George D. Bjurman & Associates serves as the Fund's investment
adviser and manager, and is an investment adviser registered as such
under the Investment Advisers Act of 1940, as amended. The Adviser
does not have any past experience managing mutual funds but its
principal has provided investment advisory services to individuals
and institutional clients and currently manages approximately $2.5
billion in assets. The principal business address of the Adviser is
10100 Santa Monica Boulevard, Los Angeles, California 90067-4103.
The Adviser makes the investment decisions concerning the assets of
the Fund and continuously reviews, supervises and administers the
Fund's investment programs, subject to the supervision of, and
policies established by the Trustees of the Fund.
For providing investment advisory services, the Fund pays the Adviser
a monthly fee which is calculated daily by applying an annual rate of
1.00% to the average daily net assets of the Fund. The investment
advisory fee is higher than that paid by most investment companies,
although the Adviser believes the fees to be comparable to that paid
by investment companies with similar investment objectives and
policies. From time to time, the Adviser may voluntarily waive all or
a portion of its management fee and/or absorb certain expenses of the
Fund without further notification of the commencement or termination
of any such waiver or absorption. Any such waiver or absorption will
have the effect of lowering the overall expense ratio of the Fund and
increasing the Fund's overall return to investors at the time any
such amounts are waived and/or absorbed. The Adviser has voluntarily
agreed to waive all or a portion of its fee, and/or to reimburse
expenses of the Fund to the extent necessary in order to limit net
operating expenses (including the investment advisory fee) for the
first year of operations to an annual rate of not more than 1.80% of
the Fund's average daily net assets. The Adviser reserves the right
to terminate its voluntary fee waiver and reimbursement at any time,
in its sole discretion. Any reductions in its fee that are made by
the Adviser are subject to reimbursement by the Fund within the
following three years, provided that the Fund is able to effect such
reimbursement and remain in compliance with applicable expense
limitations. Any potential management fee reimbursement will appear
as a footnote to the Fund's financial statements. The Adviser
generally seeks reimbursement for the oldest reductions and waivers
before payment by the Fund for fees and expenses for the current
year. At such time as it appears probable that the Fund is able to
effect such reimbursement, the amount of reimbursement that the Fund
is able to effect will be accrued as an expense of the Fund for that
current period.
Portfolio Management
Investment decisions for the Fund are made by an investment
management team at George D. Bjurman & Associates. No member of the
investment management team is primarily responsible for making
recommendations for portfolio purchases.
The Underwriter
FPS Broker Services, Inc. ("FPSB"), 3200 Horizon Drive, P.O. Box
61503, King of Prussia, Pennsylvania 19406-0903, serves as statutory
Underwriter pursuant to an Underwriting Agreement. FPSB serves the
limited purpose of facilitating the registration of shares of the
Fund under state securities laws and to assist in the sale of shares.
The Administrator, Transfer Agent and Fund Accountant
FPS Services, Inc. ("FPS"), which has its principal business address
at 3200 Horizon Drive, P.O. Box 61503, King of Prussia, Pennsylvania
19406-0903, serves as Administrator pursuant to an Administrative
Services Agreement. Under this agreement, FPS provides the Fund with
administrative services, including regulatory reporting and all
necessary office space, equipment, personnel and facilities.
In addition, FPS serves as the Fund's transfer agent. As Transfer
Agent, it maintains the records of each shareholder's account,
answers shareholder inquiries concerning accounts, processes
purchases and redemptions of the Fund's shares, acts as dividend and
disbursing agent and performs other shareholder service functions.
FPS also serves as fund accountant and performs certain accounting
and pricing services for the Fund, including the daily calculation of
the Fund's net asset value per share.
The Custodian
The Bank of New York, 48 Wall Street, New York, New York, 10286,
serves as custodian for the safekeeping of securities, cash and other
assets of the Fund.
Fund Expenses
The Fund is responsible for all of its own expenses. Such expenses
may include, but are not limited to: management fees; legal expenses;
audit fees; printing and postage costs (e.g., costs of printing
annual reports, semi-annual reports and prospectuses which are
distributed to existing shareholders); brokerage commissions; the
expenses of registering and qualifying shares of the Fund for sale
with the Securities and Exchange Commission and with various state
securities commissions; expenses of the organization of the Fund;
transfer agent, custodian and administrator fees; the expenses of
obtaining quotations of portfolio securities and pricing the Fund's
shares; trade association dues; all costs associated with shareholder
meetings and the preparation and dissemination of proxy materials;
costs of liability insurance and fidelity bonds; fees for Trustees
who are not officers, directors or employees of the Adviser; and any
extraordinary and nonrecurring expenses which are not expressly
assumed by the Adviser.
Brokerage
The Fund may execute brokerage or other agency transactions through
an affiliate of the Adviser or through FPSB for which the affiliate
or FPSB may receive "usual and customary" compensation. The Adviser
will use its best efforts to obtain the best available price and most
favorable execution with respect to all transactions of the Fund.
Subject to policies established by the Board of Trustees, however,
the Fund may pay a broker-dealer a commission for effecting a
portfolio transaction for the Fund in excess of the amount of
commission another broker-dealer would have charged if the Adviser
determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such
broker-dealer. In selecting and monitoring broker-dealers and
negotiating commissions, consideration will be given to a
broker-dealer's reliability, the quality of its execution services on a
continuing basis and its financial condition. All commissions paid
are reviewed quarterly by the Board of Trustees of the Trust.
Portfolio Turnover
Portfolio securities are sold whenever the Adviser believes it
appropriate, regardless of how long the securities have been held.
Portfolio turnover generally involves some expense to the Fund and a
portfolio turnover in excess of 100% is considered high and increases
the Fund's transaction costs, including brokerage commissions. The
annual portfolio turnover for the Fund is expected to be
approximately 100%, but this rate should not be construed as a
limiting factor.
The Distribution Plan
The Board of Trustees of the Fund has adopted a Distribution Plan
("the Plan") for the shares pursuant to Rule 12b-1 under the 1940
Act. As provided in the Plan, the Fund will pay an annual fee up to
0.50% of the average daily net assets to the Underwriter. From this
amount, the Underwriter may make payments to financial institutions
and intermediaries such as banks, savings and loan associations,
insurance companies, investment counselors, and broker-dealers who
assist in the distribution of the shares of the Fund or provide
services with respect to both classes of shares of the Fund, pursuant
to service agreements with the Fund. The Plan is characterized as a
compensation plan because the distribution fee will be paid to the
Underwriter without regard to the distribution or shareholder service
expenses incurred by the Underwriter or the amount of payments made
to financial institutions and intermediaries. The Fund intends to
operate the Plan in accordance with its terms and within NASD rules
concerning sales charges.
The fees paid to the Underwriter under the Plan are subject to the
review and approval by the Trust's unaffiliated trustees who may
reduce the fees or terminate the Plan at any time. All such payments
made pursuant to the Plan shall be made for the purpose of selling
shares issued by each respective class of shares. The distribution
fee of one class will not be used to subsidize the sale of the other
class of shares.
How to Purchase Shares
General
The Fund offers these shares to the general public on a continuous
basis by mail through the Underwriter, subject to annual distribution
expenses pursuant to Rule 12b-1. See "The Distribution Plan."
Shares of the Fund are offered only to residents of states in which
the shares are registered or qualified for sale.
Purchase orders for shares of the Fund that are received by FPS in
proper form by the close of regular trading on the New York Stock
Exchange ("NYSE")(currently 4:00 p.m. Eastern time), on any day that
the NYSE is open for trading, will be purchased at the Fund's next
determined public offering price. Orders for Fund shares received
after 4:00 p.m. Eastern time will be purchased at the public offering
price determined on the following business day.
The Fund reserves the right to reject any purchase order and to
suspend the offering of shares of the Fund. The Fund reserves the
right to vary the initial and subsequent investment minimums or to
waive the minimum investment requirements for any investor.
Purchases By Mail
Shares of the Fund may be purchased initially by completing the
application accompanying this Prospectus and mailing it to the
Transfer Agent, together with a check payable to "Bjurman Micro-Cap
Fund." The check or money order and application should be mailed to
FPS Services, Inc, 3200 Horizon Drive, P.O. Box 61503, King of
Prussia, Pennsylvania 19406-0903. If this is an initial purchase,
please send a minimum of $ (or $ for IRA and SEP
accounts).
Subsequent investments in an existing account in the Fund may be made
at any time by sending a check payable to "Bjurman Micro-Cap Fund",
c/o FPS Services, Inc., P.O. Box 412797, Kansas City, Missouri
64141-2797. Please enclose the bottom portion of your account statement,
and indicate the amount of the investment. Please note that the Fund
will not accept a check endorsed by a third party.
Purchases By Wire Transfer
An investor may make purchases by wire, but before making an initial
investment by wire, an investor must first telephone the Transfer
Agent at (800) 626-9769 or (610) 239-4600 in order to be assigned an
account number. The investor's name, account number, taxpayer
identification number or Social Security number and address must be
specified in the wire. In addition, an account application should be
promptly forwarded to: FPS SERVICES, Inc., 3200 Horizon Drive, P.O.
Box 61503, King of Prussia, Pennsylvania 19406-0903. Shareholders
having an account with a commercial bank that is a member of the
Federal Reserve System may purchase shares of the Fund by requesting
their bank to transmit funds by wire to:
United Missouri Bank KC NA
ABA #10-10-00695
For: FPS Services, Inc.
A/C 98-7037-071-9
FBO "Bjurman Micro-Cap Fund"
Shareholder Name and Account Number
Additional investments may be made at any time through the wire
procedures described above, which must include a shareholder's name
and account number. The shareholder's bank may impose a fee for
investments by wire. The Fund will not be responsible for the
consequence of delays, including delays in the banking or Federal
Reserve wire systems.
Purchases Through Broker-Dealers
The Fund may accept telephone orders only from brokers, financial
institutions or service organizations which have been previously
approved by the Fund. It is the responsibility of such brokers,
financial institutions or service organizations to promptly forward
purchase orders and payments for the same to the Fund. Shares of the
Fund purchased through brokers, financial institutions, service
organizations, banks and bank trust departments, may charge the
shareholder a transaction fee or other fee for its services at the
time of purchase.
Wire orders for shares of the Fund received by dealers prior to 4:00
p.m. Eastern time, and received by FPS before 5:00 p.m. Eastern time
on the same day, are confirmed at that day's public offering price.
Dealers may place orders with the Fund's distributor by calling
(800)626-9769. Orders received by dealers after 4:00 p.m. Eastern
time are confirmed at the public offering price on the following
business day. It is the dealer's obligation to place the order with
FPS before 5:00 p.m. Eastern time.
Subsequent Investments
Once an account has been opened, subsequent purchases may be made by
mail, bank wire, automatic investing or direct deposit. The minimum
for subsequent investments is $ for all accounts. When
making additional investments by mail, please return the bottom
portion of a previous confirmation with your investment in the
envelope that is provided with each confirmation statement. Your
check should be made payable to "Bjurman Micro-Cap Fund" and mailed
to FPS Services, Inc., P.O. Box 412797, Kansas City, Missouri
64141-2797. Orders to purchase shares are effective on the day FPS receives
your check or money order.
All investments must be made in U.S. dollars, and, to avoid fees and
delays, checks must be drawn only on banks located in the United
States. A charge (minimum of $20) will be imposed if any check used
for the purchase of shares is returned. Investors who purchase Fund
shares by check or money order may not receive redemption proceeds
until there is reasonable belief that the check cleared, which may
take up to fifteen calendar days after payment is received. The Fund
will not accept a check endorsed over by a third-party. The Fund and
FPS each reserve the right to reject any purchase order in whole or
in part.
Purchase of Class A Shares
Class A Shares of the Fund are offered at the public offering price
which is the current net asset value per share next determined after
receipt of a purchase order in proper form by the Transfer Agent,
plus any applicable sales charge. The sales charge is a variable
percentage of the offering price, depending upon the amount of the
sale. No sales charge will be assessed on the reinvestment of
distributions. See "Reduced Sales Charges." Shares may also be
bought and sold through any securities dealer having a dealer
agreement with FPSB, the Fund's principal underwriter.
The minimum initial investment for Class A Shares is $ ($
for IRA and SEP accounts) and subsequent purchases must be at least $ .
The following table shows the regular sales charge on Class A Shares
of the Fund together with the reallowance paid to dealers and the
agency commission paid to brokers, collectively the "commission":
Sales Sales Reallowance
Charge as as and Brokerage
Percentage Percentage Commission as
of of Net Percentage
Offering Amount of Offering
Price Invested Price
Class A Shares Amount of Purchase
Less than $50,000. . . . . . . 3.50% 3.63% 3.00%
$ 50,000 or more but less than
$100,000. . . . . . . . 3.00% 3.09% 2.50%
$ 100,000 or more but less than
$250,000. . . . . . . . 2.50% 2.56% 2.00%
$ 250,000 or more but less than
$500,000. . . . . . . . 2.00% 2.04% 1.50%
$500,000 or more . . . . . . 0% 0% 0%
* The distributor will pay the following commissions to brokers that
are responsible for purchases of any single purchaser of Class A
Shares of $500,000 or more in the aggregate: 1.00% of the purchase
amount up to $2.5 million, plus 0.50% on the excess over $2.5
million.
The commissions shown in the table apply to sales through financial
institutions and intermediaries. Under certain circumstances, the
Underwriter or a sub-distributor may use its own funds to compensate
financial institutions and intermediaries in amounts that are in
addition to the commissions shown above. The Underwriter or a
sub-distributor may, from time to time and at its own expense,
provide promotional incentives, in the form of cash or other
compensation, to certain financial institutions and intermediaries
whose registered representatives have sold or are expected to sell
significant amounts of shares of the Fund. Such other compensation
may take the form of payments for travel expenses, including lodging,
incurred in connection with trips taken by qualifying registered
representatives to places within or outside of the United States.
Under certain circumstances, commissions up to the amount of the
entire sales charge may be reallowed to certain financial
institutions and intermediaries, who might then be deemed to be
"underwriters" under the Securities Act of 1933, as amended.
Reduced Sales Charges
The sales charge for purchases of Class A Shares of the Fund may be
reduced through Rights of Accumulation or Letter of Intent. To
qualify for a reduced sales charge, an investor must so notify his or
her broker at the time of each purchase of shares which qualifies for
the reduction.
Rights of Accumulation
A shareholder may qualify for a reduced sales charge by aggregating
the net asset values of shares requiring the payment of an initial
sales charge, previously purchased and currently owned, with the
dollar amount of shares to be purchased.
Letter of Intent
An investor may qualify for a reduced sales charge immediately by
signing a non-binding Letter of Intent stating the investor's
intention to invest during the next 13 months a specified amount
which, if made at one time, would qualify for a reduced sales charge.
The first investment cannot be made more than 90 days prior to the
date of the Letter of Intent. Any redemptions made during the
13-month period will be subtracted from the amount of purchases in
determining whether the Letter of Intent has been completed. During
the term of the Letter of Intent, the Transfer Agent will hold shares
representing 5.00% of the indicated amount in escrow for payment of a
higher sales load if the full amount indicated in the Letter of
Intent is not purchased. The escrowed shares will be released when
the full amount indicated has been purchased. If the full amount
indicated is not purchased within the 13-month period, a
shareholder's escrowed shares will be redeemed in an amount equal to
the difference in the dollar amount of sales charge actually paid and
the amount of sales charge the shareholder would have had to pay on
his or her aggregate purchases if the total of such purchases had
been made at a single time. It is the shareholder's responsibility to
notify the transfer agent at the time the Letter of Intent is
submitted that there are prior purchases that may apply.
The term "single purchaser" refers to (i) an individual, (ii) an
individual and spouse purchasing shares of the Fund for their own
account or for trust or custodial accounts of their minor children,
or (iii) a fiduciary purchasing for any one trust, estate or
fiduciary account, including employee benefit plans created under
Sections 401 and 457 of the Internal Revenue Code of 1986, as
amended, including related plans of the same employer.
Sales Charge Waiver
The sales charge may be waived for certain purchases of shares and it
is the investor's responsibility to notify the Transfer Agent before
such waiver may be exercised. The waiver applies to the following
types of investors: (1) any financial institution or adviser
regulated by federal or state governmental authority when the
institution or adviser is purchasing shares for its own account or
for an account for which the institution or adviser is authorized to
make investment decisions (i.e., a discretionary account); (2)
Trustees, Officers and employees of the Fund, the Adviser, and the
Underwriter (including members of their immediate families and their
retirement accounts or plans); (3) Trustees, officers and employees
of the Fund's service providers; (4) customers, clients or accounts
of the Adviser or other investment advisers or financial planners who
charge a fee for their services; (5) retirement accounts or plans, or
deferred compensation plans and trusts funding such plans for which a
depository institution, trust company or other fiduciary holds shares
purchased through the omnibus accounts for the Fund; (6) qualified
employee benefits plans created under Sections 401 of the Internal
Revenue Code (but not IRA's or SEP's); (7) any non-profit institution
investing $1 million or more; and (8) investors purchasing shares of
the Fund with redemption proceeds from other mutual fund complexes on
which the investor had paid a front-end sales charge or was subject
to a deferred sales charge, whether or not paid, if such redemption
has occurred no more that 30 days prior to such purchase. The sales
charge is also waived for any registered representatives, employees
or principals of securities dealers (including members of their
immediate families) having a sales agreement with the distributor.
How to Redeem Shares
Shareholders may redeem their shares of the Fund without being
subject to any redemption charge on any business day that the NYSE is
open for business. Redemptions will be effective at the current net
asset value per share next determined after the receipt by the
transfer agent of a redemption request meeting the requirements
described below.
Redemption By Mail
Shareholders may redeem their shares by submitting a written request
for redemption to FPS Services, Inc., 3200 Horizon Drive, P.O. Box
61503, King of Prussia, Pennsylvania 19406-0903.
A written redemption request to the Transfer Agent must be in good
order which means that it must: (i) identify the shareholder's
account name and account number; (ii) state the number of shares or
dollar amount to be redeemed and (iii) be signed by each registered
owner exactly as the shares are registered. To prevent fraudulent
redemptions, the Transfer Agent requires a signature guarantee for
the signature of each person in whose name an account is registered
for any redemption requests exceeding $10,000 or where proceeds are
to be mailed to an address other than the address of record. A
guarantee may be obtained from any commercial bank, credit union,
member firm of a national securities exchange, registered securities
association, clearing agency and savings and loan association. A
credit union must be authorized to issue signature guarantees. Notary
public endorsement will not be accepted. Signature guarantees will
be accepted from any eligible guarantor institution that participates
in a signature guarantee program. The Transfer Agent may require
additional supporting documents for redemptions made by corporations,
executors, administrators, trustees or guardians and retirement plans.
Redemption By Telephone
Shareholders who have so indicated on the application, or have
subsequently arranged in writing to do so, may redeem shares by
calling the Transfer Agent at (800) 626-9769 or (610)239-4600 during
normal business hours. In order to arrange for redemption by wire or
telephone after an account has been opened, or to change the bank or
account designated to receive redemption proceeds, a written request
with a signature guarantee must be sent to the Transfer Agent at the
address listed above, under the caption "Redemption By Mail."
The Fund reserves the right to refuse a wire or telephone redemption
if it is believed advisable to do so. Procedures for redeeming Fund
shares by wire or telephone may be modified or terminated at any time.
During periods of unusual economic or market changes, telephone
redemptions may be difficult to implement. In such event,
shareholders should follow the procedures for redemption by mail.
General Redemption Information
A redemption request will not be deemed to be properly received until
the transfer agent receives all required documents in proper form.
If you have any questions with respect to the proper form for
redemption requests you should contact the transfer agent at (800)
626-9769 or (610) 239-4600.
Redemptions will be processed only on a business day during which the
NYSE is open for business. Redemptions will be effective at the
current net asset value per share next determined after the receipt
by the Transfer Agent of a redemption request meeting the requirements
described above. The Fund will not mail redemption proceeds until it has
been assured that checks received for the purchase of any shares being
redeemed have, or will be, cleared. Accordingly, redemptions may not be
processed until the shares being redeemed have been on the Fund's books
for at least fifteen business days measured from the date the redemption
request is received by the Fund. Payment may also be made by wire directly
to any bank previously designated by an investor on his or her new account
application. There is a $9.00 charge for redemptions made by wire to
domestic banks. Wires to foreign or overseas banks may be charged at
higher rates. It should also be noted that banks may impose a fee
for wire services. In addition, there may be fees for redemptions
made through brokers, financial institutions and service organizations.
Except as noted below, redemption requests received in proper form by
the transfer agent prior to the close of regular trading hours on the
NYSE on any business day on which the Fund calculates its net asset
value are effective as of that day. Redemption requests received
after the close of the NYSE will be effected at the net asset value
per share determined on the next business day following receipt. If
a shareholder's tax identification has not yet been certified at the
time a redemption request is received by the Transfer Agent, the
redemption may be processed subject to a backup withholding tax.
The Fund will satisfy redemption requests for cash to the fullest
extent feasible, as long as such payments would not, in the opinion
of the Board of Trustees, result in the necessity of the Fund to sell
assets under disadvantageous conditions or to the detriment of the
remaining shareholders of the Fund.
Pursuant to the Fund's Trust Instrument, however, payment for shares
redeemed may also be made in kind, or partly in cash and partly
in-kind. The Fund has elected, pursuant to Rule 18f-1 under the 1940
Act to redeem its shares solely in cash up to the lesser of $250,000
or 1% of the net asset value of the Fund, during any 90 day period
for any one shareholder. Any portfolio securities paid or
distributed in-kind would be in readily marketable securities and
valued in the manner described below. See "Net Asset Value." In the
event that an in-kind distribution is made, a shareholder may incur
additional expenses, such as brokerage commissions, on the sale or
other disposition of the securities received from the Fund. In-kind
payments need not constitute a cross-section of the Fund's portfolio.
The Fund may suspend the right of redemption or postpone the date of
payment for more than seven days during any period when (1) trading
on the NYSE is restricted or the NYSE is closed, other than customary
weekend and holiday closings; (2) the Securities and Exchange
Commission has, by order, permitted such suspension; (3) an
emergency, as defined by rules of the Securities and Exchange
Commission, exists making disposal of portfolio investments or
determination of the value of the net assets of the Fund not
reasonably practicable.
Shares of the Fund may be redeemed through certain brokers, financial
institutions, service organizations, banks, and bank trust
departments who may charge the investor a transaction or other fee
for their services. Such additional transaction fees would not
otherwise be charged if the shares were redeemed directly from the
Fund.
Telephone Transactions
Shareholders who wish to redeem their shares by telephone must first
elect the option, as described above. Neither the Fund nor any of
its service contractors will be liable for any loss or expense in
acting upon telephone instructions that are reasonably believed to be
genuine. In this regard, the Fund and its transfer agent require
personal identification information before accepting a telephone
redemption. To the extent that the Fund or its transfer agent fail
to use reasonable procedures to verify the genuineness of telephone
instructions, the Fund may be liable for losses due to fraudulent or
unauthorized instructions. The Fund reserves the right to refuse a
telephone redemption if it is believed advisable to do so. Written
confirmation will be provided for all redemption transactions
initiated by telephone. Proceeds from a telephone redemption shall
only be sent to the shareholder's address of record or wired to the
shareholder's bank account.
No purchases of shares may be made by telephone unless made by a
licensed investment professional with whom an agreement has been
signed by the Underwriter.
Minimum Balances
Due to the relatively high cost of maintaining smaller accounts, the
Fund reserves the right to involuntarily redeem shares in any account
at its then current net asset value (which will be promptly paid to
the shareholder) if at any time the total investment does not have a
value of at least $ as a result of redemptions, but not market
fluctuations. A shareholder will be notified that the value of his
or her account is less than the required minimum and such shareholder
will be allowed at least 60 days to bring the value of his or her
account up to the minimum before the redemption is processed.
SHAREHOLDER SERVICES
The following special services are available to shareholders of the
Fund. There are no charges for the programs noted below and a
shareholder may change or stop these plans at any time by written
notice to the Fund.
Automatic Investment Plan
Once an account has been opened, a shareholder can make additional
monthly purchases of shares of the Fund through an automatic
investment plan. An investor may authorize the automatic withdrawal
of funds from his or her bank account by opening his or her account
with a minimum of $ and completing the appropriate section on
the new account application enclosed with this Prospectus.
Subsequent monthly investments are subject to a minimum required
amount of $ .
Retirement Plans
The Fund is available for investment by pension and profit sharing
plans including Individual Retirement Accounts, SEP, Keogh, 401(k)
and 403(b) plans through which an investor may purchase Fund shares.
For details concerning any of the retirement plans, please call the
Fund at (800) 626-9769 or (610) 239-4700.
NET ASSET VALUE
The net asset value per share is calculated separately for each class
of the Fund and is computed once daily as of the close of regular
trading on the NYSE, currently 4:00 p.m. Eastern time. Currently,
the NYSE is closed on the following holidays or days on which the
following holidays are observed: New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.
The net asset value per share is computed by adding the value of all
securities and other assets in the portfolio, deducting any
liabilities, and dividing by the total number of outstanding shares.
Expenses are accrued daily and applied when determining the net asset
value. The Fund's equity securities are valued based on market
quotations or, when no market quotations are available, at fair value
as determined in good faith by, or under the direction of the Board
of Trustees. Market quotations are generally the last reported sales
price on the principal exchange on which the security trades, or if
no sale price is reported, the mean of the latest bid and asked price
is used. Securities traded over-the-counter are priced at the mean
of the latest bid and asked prices. When market quotations are not
readily available, securities and other assets are valued at fair
value as determined in good faith by the Board of Trustees.
Securities are valued through valuations obtained from a commercial
pricing service or at the most recent mean of the bid and asked
prices provided by investment dealers in accordance with procedures
established by the Board of Trustees.
Short-term investments having a maturity of 60 days or less are
valued at amortized cost, which the Board of Trustees believes
represents fair value. When a security is valued at amortized cost,
it is valued at its cost when purchased, and thereafter by assuming a
constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market
value of the instrument. All other securities and other assets are
valued at their fair value as determined in good faith under
procedures established by and under the supervision of the Board of
Trustees.
Net asset value is calculated separately for each class of the Fund
based on expenses applicable to the particular class. Although the
methodology and procedures for determining net asset value are
identical for the Fund's classes, the net asset value of the classes
may differ because of the different fees and expenses charged to each
class.
DIVIDENDS AND TAXES
Dividends
The Fund will distribute its net investment income annually in
December. Any net gain realized from the sale of portfolio
securities and net gains realized from foreign currency transactions
are distributed at least once each year unless they are used to
offset losses carried forward from prior years, in which case no such
gain will be distributed. Such income dividends and capital gain
distributions are reinvested automatically in additional shares at
net asset value, unless a shareholder elects to receive them in cash.
Distribution options may be changed at any time by writing to the
Fund prior to a dividend record date.
Any check tendered in payment of dividends or other distributions
which cannot be delivered by the post office or which remains
uncashed for a period of more than one year may be reinvested in the
shareholder's account at the then current net asset value, and the
dividend option may be changed from cash to reinvest. Dividends are
reinvested on the ex-dividend date (the "ex-date") at the net asset
value determined at the close of business on that date. Dividends
and distributions are treated the same for tax purposes whether
received in cash or reinvested in additional shares. Please note
that shares purchased shortly before the record date for a dividend
or distribution may have the effect of returning capital although
such dividends and distributions are subject to taxes.
Taxes
The Fund intends to conduct its operations so as to qualify as a
"regulated investment company" for purposes of the Internal Revenue
Code of 1986, as amended (the "Code"), which will relieve the Fund of
any liability for federal income tax to the extent that its earnings
and net realized capital gains are distributed to shareholders. To
so qualify, the Fund will, among other things, limit its investments
so that, at the close of each quarter of its taxable year, (i) not
more than 25% of the market value of the Fund's total assets will be
invested in the securities of any single issuer and (ii) with respect
to 50% of the market value of its total assets, not more than 5% of
the market value of its total assets will be invested in the
securities of any single issuer, and the Fund will not own more than
10% of the outstanding voting securities of any single issuer.
An investment in the Fund has certain tax consequences, depending on
the type of account. The Fund will distribute all of its net
investment income to shareholders. Distributions are subject to
federal income tax and may also be subject to state and local income
taxes. Distributions are generally taxable when they are paid,
whether in cash or by reinvestment in additional shares, except that
distributions declared in October, November or December and paid in
the following January are taxable as if they were paid on December
31. If you have a qualified retirement account, taxes are generally
deferred until distributions are made from the retirement account.
For federal income tax purposes, income dividends and short-term
capital gain distributions are taxed as ordinary income.
Distributions of net capital gains (the excess of net long-term
capital gain over net short-term capital loss) are usually taxed as
long-term capital gains, regardless of how long a shareholder has
held the Fund's shares. The tax treatment of distributions of
ordinary income or capital gains will be the same whether the
shareholder reinvests the distributions or elects to receive them in
cash.
Shareholders may be subject to a 31 percent back-up withholding on
reportable dividend and redemption payments ("back-up withholding")
if a certified taxpayer identification number is not on file with the
Fund, or if to the Fund's knowledge, an incorrect number has been
furnished. An individual's taxpayer identification number is his/her
social security number.
Shareholders will be advised annually of the source and tax status of
all distributions for federal income tax purposes. Information
accompanying a shareholder's statement will show the portion of those
distributions that are not taxable in certain states. Further
information regarding the tax consequences of investing in the Fund
is included in the Statement of Additional Information. The above
discussion is intended for general information only. Investors
should consult their own tax advisers for more specific information
on the tax consequences of particular types of distributions.
The Fund intends to make sufficient distributions prior to the end of
each calendar year in order to avoid liability for federal excise
tax.
Sale, exchange or redemption of the Fund's shares is a taxable event
to the shareholder.
PERFORMANCE INFORMATION
Performance information such as total return for the Fund may be
quoted in advertisements or in communications to shareholders. Such
performance information may be useful in reviewing the performance of
the Fund and for providing a basis for comparison with other
investment alternatives. However, because the net investment return
of the Fund changes in response to fluctuations in market conditions,
interest rates and Fund expenses, any given performance quotation
should not be considered representative of the Fund's performance for
any future period. The value of an investment in the Fund will
fluctuate and an investor's shares, when redeemed, may be worth more
or less than their original cost.
The Fund's total return is the change in value of an investment in
the Fund over a particular period, assuming that all distributions
have been reinvested. Thus, total return reflects not only income
earned, but also variations in share prices at the beginning and end
of the period. Average annual return reflects the average percentage
change per year in the value of an investment in the Fund. Aggregate
total return reflects the total percentage change over the stated
period. Please refer to the Statement of Additional Information for
more information on performance.
GENERAL INFORMATION
The Trust
The Trust is an open-end management investment company organized as a
business trust under the laws of the State of Delaware. The Trust is
organized to offer separate series of shares and is currently
offering a single series of shares called Bjurman Micro-Cap Fund. The
Fund currently offers two separate classes of shares and additional
classes of shares may be added without shareholder approval. Class A
shares and Class D shares differ with respect to sales charges and
minimum initial investment. Except for these differences, each share
of the Fund represents an undivided proportionate interest in the
Fund.
Trustees and Officers of the Fund
The Trustees of the Fund have overall responsibility for the
operation of the Fund. The officers of the Fund who are employees or
officers of the Adviser serve without compensation from the Fund.
Description of Shares
The Trust is authorized to issue an unlimited number of shares of
beneficial interest with no par value. Shares of the Fund represent
equal proportionate interests in the assets of the Fund only, and
have identical voting, dividend, redemption, liquidation and other
rights. All shares issued are fully paid and non-assessable, and
shareholders have no preemptive or other right to subscribe to any
additional shares. Currently, there are two classes of shares issued
by the Fund. The validity of shares of beneficial interest offered by
this prospectus will be passed on by Heller Ehrman White & McAuliffe,
333 Bush Street, San Francisco, California 94104-2878. All accounts
will be maintained in book entry form and no share certificates will
be issued.
Voting Rights
A shareholder is entitled to one vote for each full share held (and a
fractional vote for each fractional share held). All shares of the
Fund participate equally in regard to dividends, distributions, and
liquidations with respect to the Fund. Shareholders do not have
preemptive, conversion or cumulative voting rights.
Shareholder Meetings
The Trustees are not required, and do not intend, to hold annual
meetings of shareholders. The Trustees have undertaken to the SEC,
however, that they will promptly call a meeting of shareholders for
the purpose of voting upon the question of removal of any Trustee
when requested to do so by holders of not less than 10% of the
outstanding shares of the Fund. In addition, subject to certain
conditions, shareholders of the Fund may apply to the Fund to
communicate with other shareholders to request a shareholders'
meeting to vote upon the removal of a Trustee or Trustees.
Shareholder Reports and Inquiries
The Trust issues unaudited financial information semiannually and
audited financial statements annually. Shareholder inquiries should
be addressed to the Fund c/o George D. Bjurman & Associates, 10100
Santa Monica Boulevard, Los Angeles, California 90067-4103 (800)
or (310) 553-6577. Purchase and redemption transactions should be
made through the Transfer Agent by calling (800)626-9769 or (610)
239-4600.<PAGE>
INVESTMENT ADVISER
George D. Bjurman & Associates
10100 Santa Monica Boulevard
Los Angeles, California 90067-4103
(310)553-6577
UNDERWRITER
FPS Broker Services, Inc.
3200 Horizon Drive, Box 61503
King of Prussia, Pennsylvania 19406-0903
(800) 626-9769
(610) 239-4700
SHAREHOLDER SERVICES
FPS Services, Inc.
3200 Horizon Drive, Box 61503
King of Prussia, Pennsylvania 19406-0903
(800) 626-9769
(610) 239-4600
CUSTODIAN
The Bank of New York
48 Wall Street
New York, New York 10286
LEGAL COUNSEL
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104-2878
AUDITORS
Ernst and Young
515 South Flower Street
Los Angeles, California 90071
For Additional Information about Bjurman Micro-Cap Fund call:
(800) 626-9769
(610) 239-4600
<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification
under the securities laws of any such state.
Subject to Completion
Preliminary Prospectus Dated November , 1996
BJURMAN MICRO-CAP FUND
10100 Santa Monica Boulevard
Los Angeles, California 90067-4103
Class D Shares PROSPECTUS _____________, 1996
Bjurman Micro-Cap Fund (the "Fund") seeks capital appreciation through
investments in common stocks of smaller companies with market
capitalizations between $30 million and $300 million at the time of the
investment.
The Fund is a separate series of shares of Bjurman Trust (the "Trust"),
an open-end, management investment company commonly known as a mutual
fund. George D. Bjurman & Associates (the "Adviser") serves as the
investment adviser of the Fund. The Adviser's equity selection process
attempts to identify under valued companies. See "Investment Process."
The Fund offers its shares through two separate classes of shares:
Class A Shares and Class D Shares. Both classes of shares are identical
except as to the expenses borne by each class. These alternative
classes permit investors to choose the method of purchasing shares most
beneficial to them. This Prospectus provides information concerning
Class D Shares. You may receive information concerning Class A Shares
by calling (800)626-9769.
The Fund is designed for long-term investors and not as a trading
vehicle, and is not intended to present a complete investment program.
Because the Fund invests in a limited number of smaller companies, the
net asset value or share price of the Fund may be more volatile than
that of the average common stock fund.
This Prospectus sets forth concisely the information regarding the Fund
that an investor should know before investing in the Fund. Please read
this Prospectus carefully and retain it for future reference. A
Statement of Additional Information dated November , 1996, provides a
further discussion of certain areas in this prospectus which may be of
interest to some investors. It has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. To receive
a free copy, write to the Fund at the address above or call (800)
626-9769.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.<PAGE>
TABLE OF CONTENTS
Page
Prospectus Summary . . . . . . . . . . . . . . . . . . . .
Expense Summary. . . . . . . . . . . . . . . . . . . . . .
Investment Objective . . . . . . . . . . . . . . . . . . .
Investment Policies and Strategies . . . . . . . . . . . .
Investment Process . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . .
Management of the Fund . . . . . . . . . . . . . . . . . .
The Distribution Plan. . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . .
Shareholder Services . . . . . . . . . . . . . . . . . . .
Net Asset Value. . . . . . . . . . . . . . . . . . . . . .
Dividends and Taxes. . . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . .
General Information. . . . . . . . . . . . . . . . . . . .
Underwriter: Adviser:
FPS Broker Services, Inc. George D. Bjurman & Associates
3200 Horizon Drive, P.O. Box 61503 10100 Santa Monica Boulevard
King of Prussia, PA 19406-0903 Los Angeles, CA 90067-4103
(800) 626-9769 (800)
(610) 239-4700 (310) 553-6577
THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED
IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE FUND
TO MAKE SUCH AN OFFER OR SOLICITATION. NO SALES REPRESENTATIVE, DEALER,
OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE
ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS.
<PAGE>
Prospectus Summary
What is the Fund's Investment Objective? The Fund seeks to achieve
capital appreciation through investments in common stocks of smaller
companies with market capitalizations between $30 million and $300
million at the time of investment.
There can be no assurance that the Fund will be able to achieve its
investment objective. See "Investment Objective."
What are the Permitted Investments? The Fund intends to invest, under
normal circumstances, substantially all of its assets in the equity
securities of U.S. companies whose total market capitalization at the
time of purchase is valued between $30 million and $300 million and,
in the opinion of the Adviser, have superior earnings growth
characteristics. See "Investment Objective."
What are the Risks Involved with an Investment in the Fund? The
investment policies of the Fund have certain risks and considerations
of which investors should be aware. The Fund invests in securities
that fluctuate in value, and therefore investors should expect the
Fund's net asset value per share to fluctuate. Investing in the
common stock of smaller companies within the target market
capitalization involves special risks and considerations not
typically associated with investing in the common stock of larger
companies. The securities of smaller companies are less liquid and
experience more market price volatility than the securities of larger
companies, and are typically subject to a greater degree of change in
earnings and business prospects than larger, more established
companies. In addition, the Fund's portfolio will typically contain
only 45-55 company names. This is a diversified portfolio but not as
broadly diversified as many funds and therefore more susceptible to
individual company risk. This further contributes to share price
volatility. See "Investment Policies and Strategies" and "Risk
Factors."
Who is the Investment Adviser? George D. Bjurman & Associates serves
as the investment adviser of the Fund. See "Expense Summary" and
"Management of the Fund."
Who is the Administrator, Transfer Agent and Fund Accounting Agent?
FPS Services, Inc. serves as the administrator, transfer agent and
fund accounting agent for the Fund. See "Management of the Fund."
Who is the Underwriter? FPS Broker Services, Inc. serves as the
underwriter of the Fund's shares. See "Management of the Fund."
Is There a Sales Load? Purchases of Class D Shares are not subject to
a sales charge, but are subject to annual 12b-1 Plan expenses. See
"The Distribution Plan" and "How to Purchase Shares."
Is There a Minimum Investment? The minimum initial investment is $
($ for IRA and SEP accounts) and $ for subsequent investments.
How do I Purchase Shares? Contact your broker or the underwriter
listed above. Class D Shares are offered at the net asset value per
share and are subject to annual 12b-1 Plan expenses not to exceed
0.25%. See "How to Purchase Shares."
How do I Sell Back my Shares? Shares of the Fund may be redeemed at
the current net asset value per share next determined after receipt
by the transfer agent of a redemption request in proper form.
Signature guarantees may be required for certain redemption requests.
See "How to Redeem Shares."
How are Distributions Paid? Although the investment program is
designed for capital appreciation, some incidental investment income
may be generated in the form of dividends or interest. Substantially
all of the net investment income (exclusive of capital gains) of the
Fund will be distributed in the form of annual dividends. If any
capital gains are realized, substantially all of them will be
distributed by the Fund at least annually. All dividends and
distributions are paid in additional shares unless payment in cash is
requested in writing. See "Dividends and Taxes."<PAGE>
Expense Summary
Shareholder Transaction Expenses:
Class D
Maximum sales charge imposed on purchases
(as a percentage of offering price). . . . . . . None
Maximum sales charge imposed on reinvested
dividends (as a percentage of offering price). . None
Deferred sales charge (as a percentage of
original purchase price) . . . . . . . . . . . . None
Redemption fees (as a percentage of
amount redeemed) (1) . . . . . . . . . . . . . . None
(1) If you want to redeem shares by wire transfer, the Fund's
transfer agent charges a fee (currently $9.00) for each wire
redemption. Purchases and redemptions may also be made through
broker-dealers and others who may charge a commission or other
transaction fee for their services.
Annual Fund Operating Expenses:
(as a percentage of average net assets) Class D
Advisory Fees (after fee waivers)(2) . . . . . . . . . . 0.83%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . . 0.25%
Other Expenses (3) . . . . . . . . . . . . . . . . . . . 0.72%
Total Fund Operating Expenses (after fee waivers)(3). . 1.80%
(2) The Adviser has, on a voluntary basis, agreed to waive all or a
portion of its fees and to reimburse certain expenses of the
Fund necessary to limit the total operating expenses for the
first year of operations to 1.80% of the Fund's average net
assets. The Adviser reserves the right to terminate this waiver
or any reimbursement at any time, in its sole discretion.
Absent such waivers, and presuming first year assets at $20
million, advisory fees for the Fund would be 1.00% and
estimated total operating expenses would be _____% of the
Fund's average daily net assets on an annualized basis.
Although the Adviser has not previously provided investment
advisory services to registered investment companies, the
Adviser has been engaged in the investment advisory business
and providing investment advice to individuals, trusts and
retirement plans since 1970.
(3) The Fund did not commence operations until ________, 1996 and
therefore the "Other Expenses" information is based on
estimated operating expenses.
Example
Based on the level of expenses listed above, a 5% annual return and
redemption at the end of each time period, the total expenses
relating to an investment of $1,000 would be as follows:
Class D
1 Year $ 18
3 Years $ 57
The foregoing example should not be considered a representation of
past or future expenses. Actual expenses may be more or less than
those shown. The purpose of the expense tables and example is to
assist the investor in understanding the various costs and expenses
that may be directly or indirectly borne by shareholders of the Fund.
Additional information may be found under "Management of the Fund."
See "How to Purchase Shares."
Investment Objective
The Fund seeks capital appreciation through investments in common
stocks of companies with market capitalizations between $30 million
and $300 million at the time of investment. The Adviser employs a
growth-oriented approach to equity investment management and seeks to
outperform market averages over a complete market cycle by investing
in companies that the Adviser believes have above average earnings
prospects. Additional investment policies and restrictions are
described in the Statement of Additional Information.
This objective is fundamental and may not be changed without a vote
of the holders of the majority of the outstanding voting securities
of the Fund. The Fund's investment policies and strategies described
below are not fundamental and may be changed without shareholder
approval. Additional investment policies and the Fund's investment
restrictions are described in the Statement of Additional
Information.
INVESTMENT POLICIES AND STRATEGIES
The Fund intends to invest, under normal circumstances, substantially
all of its assets in the equity securities of U.S. companies whose
total market capitalization at the time of purchase is valued between
$30 million and $300 million and, in the opinion of the Adviser, have
superior earnings growth characteristics.
The Adviser may invest in or employ one or more of the following
investment policies or strategies to assist in its attempt to attain
the Fund's investment objective.
Equity Securities: Under normal market conditions, the Fund will
invest at least 80% of its total assets in the equity securities.
Equity securities in which the Fund may invest include common stocks,
preferred stocks, warrants for the purchase of common stock and debt
securities convertible into or exchangeable for common or preferred
stock. A warrant is a security that gives the holder the right, but
not the obligation, to subscribe for newly created securities of the
issuer or a related company at a fixed price either at a certain date
or during a set period.
Private Placements: The Fund may invest in securities that are
neither listed on a stock exchange nor traded over-the-counter,
including privately placed securities. Investing in such unlisted
securities, including investments in new and early stage companies,
may involve a high degree of business and financial risk that can
result in substantial losses. As a result of the absence of a public
trading market for these securities, they may be less liquid than
publicly traded securities. Further, companies whose securities are
not publicly traded may not be subject to the disclosure and other
investor protection requirements which would be applicable if their
securities were publicity traded. No more than 15% of the Fund's net
assets will be invested in illiquid securities, including
non-publicly traded securities, private placements and restricted
securities. See "Risk Factors."
Illiquid Securities: The Securities and Exchange Commission has
adopted Rule 144A under the Securities Act, which permits the Fund to
sell restricted securities to qualified institutional buyers without
limitation. The Adviser, pursuant to procedures adopted by the
Trustees of the Fund, will make a determination as to the liquidity
of each restricted security purchased by the Fund. If a restricted
security is determined to be "liquid", such security will not be
included within the category "illiquid securities", which under
current policy may not exceed 15% of the Fund's net assets. The
Fund's policy is to limit illiquid securities (which include, but are
not limited to private placements) to a maximum of 15% of total
assets at the time of purchase.
Unseasoned Issuers: The Fund may invest in relatively new or
unseasoned companies, which are in their early stages of development,
or small companies positioned in new and emerging industries where
the opportunity for rapid growth is expected to be above average.
Securities of unseasoned companies present greater risks than
securities of larger, more established companies. See "Risk
Factors."
Liquid Management: Pending investment, to meet anticipated redemption
requests, or as a temporary defense measure if the Adviser determines
that market conditions warrant, the Fund may also invest without
limitation in short-term U.S. government obligations, high quality
money market instruments, and repurchase agreements. The Fund may
also purchase bank obligations such as certificates of deposit,
bankers' acceptances and interest-bearing savings and time deposits
issued by U.S. banks or savings institutions having total assets at
the time of purchase in excess of $1 billion. Short-term obligations
will have short-term debt ratings at the time of purchase in the top
two categories by one or more unaffiliated nationally recognized
statistical rating organizations ("NRSRO's"). Unrated instruments
purchased by the Fund will be of comparable quality as determined by
the Adviser.
Borrowing: The Fund may borrow as a temporary measure for
extraordinary purposes or to facilitate redemptions. The Fund will
not borrow money in excess of one-third of the value of its total
assets. (The Fund has no intention of increasing its net income
through borrowing.) Any borrowings will be from a bank and will have
asset coverage of at least 300%. In the event that such asset
coverage falls below 300%, the Fund shall, within three days
thereafter (not including Sunday or holidays) or such longer periods
as the Securities and Exchange Commission may prescribe by rules and
regulations, reduce the amount of its borrowings to such an extent
that the asset coverage of such borrowings shall be at least 300%.
The Fund will not pledge more that 10% of its net assets, or issue
senior securities, as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), or as described herein, except for notes
to banks. Investment securities will not be purchased while the Fund
has outstanding borrowings that exceed 5% of the Fund's net assets.
Lending of Portfolio Securities: The Fund may lend its portfolio
securities on a short-term basis to banks, broker/dealers and other
institutional investors pursuant to agreements requiring that the
loans be continuously secured by collateral equal at all times in
value to at least the market value of the securities loaned. The
Fund will not lend portfolio securities in excess of 33% of the value
of its total assets. There may be risks of delay in receiving
additional collateral or in recovering the securities loaned or even
a loss of rights in the collateral should the borrower of the
securities fail financially. However, loans are made only to
borrowers deemed by the Adviser to be of good standing and when, in
its judgment, the income to be earned from the loan justifies the
attendant risks.
Repurchase Agreements: The Fund may enter into repurchase agreements
with banks or broker-dealers. Repurchase agreements are considered
under the Investment Company Act to be collateralized loans by the
Fund to the seller, secured by the securities transferred to the
Fund. In accordance with requirements under the Investment Company
Act, repurchase agreements will be fully collateralized by securities
which the Fund may invest in directly. Such collateral will be
marked-to-market daily. If the seller of the underlying security
under the repurchase agreement should default on its obligation to
repurchase the underlying security, the Fund may experience delay or
difficulty in recovering its cash. To the extent that, in the
meantime, the value of the security purchased has decreased, the Fund
could experience a loss. No more than 15% of the Fund's net assets
will be invested in illiquid securities, including repurchase
agreements which have a maturity of longer than seven days.
Investment Process
The Adviser's equity selection process attempts to identify
undervalued companies with superior earnings growth characteristics.
The process starts with screening a 3,500 stock universe of companies
with market capitalizations ranging from $30 million up to $300
million, using five models which emphasize both growth and value
attributes. The next step involves a top-down economic analysis
designed to identify the 10 to 15 most promising industries over the
next 12 to 18 months. The screening factors include (1) earnings
growth, (2) earnings strength, (3) earnings surprise, (4)
price/earnings ratio and (5) a dividend discount estimate of expected
return.
Stocks are ranked according to the above five criteria in an attempt
to identify approximately 100 to 120 companies offering the best
growth prospects and selling at attractive prices. The highest
ranking stocks in the most promising industries are then subjected to
additional fundamental and technical research by the Adviser's senior
associates. Their goal is to narrow the list to the 45 to 55 issues
that may be held in the portfolio. They seek high-quality,
profitable companies with capable management teams, above average
reinvestment rates, strong industry positions, and productive
research and development efforts. To ensure a well diversified
portfolio, commitments to any one issue or industry are limited to 5%
and 15%, respectively.
The Fund's Investment Policy Committee continually reviews investment
alternatives and implements portfolio changes as attractive
investment opportunities become available. The closing prices of
portfolio issues are reviewed daily. Any position that declines 15%
from its cost or from its recent high is re-examined as a potential
sale candidate. Additionally, companies which in the Adviser's
opinion have moved into an overvalued range, lost earnings momentum,
or are in industries which are not expected to perform well, are
continually evaluated for sale.
The Fund's portfolio generally expects to be almost fully invested in
common stocks of micro-cap companies at all times, with only minimal
holdings in short-term investments.
Risk Factors
General
There is no such thing as a guaranteed investment and no one can see
into the future. Accordingly, the value of an investment in the Fund
will probably fluctuate over time and may be valued higher or lower
at the time of an investor's redemption. An investment in the Fund
should be only a part of an overall investment strategy. Before
investing, please consider the following special factors in
determining the appropriateness of an investment in the Fund. No
assurance can be given as to the success of the Adviser's investment
program.
Micro-Cap Sized Companies
The Fund may make investments in relatively new or unseasoned
companies, which are in their early stages of development, or smaller
companies positioned in new and emerging industries where the
opportunity for rapid growth is expected to be above average. Such
smaller companies may present greater opportunities for capital
appreciation but may involve greater risk than larger, mature
issuers. Since smaller capitalization companies are generally not as
well-known to investors and have less of an investor following than
larger companies, they may provide opportunities for greater gains as
a result of inefficiencies in the marketplace. Such smaller
companies may have relatively small revenues, limited product lines,
markets or financial resources, and their securities may trade less
frequently and in more limited volume than those of larger, more
mature companies. Small companies may lack depth of management, and
may be unable to internally generate funds necessary for growth or
potential development or to generate such funds through external
financing or favorable terms, or they may be developing or marketing
new products or services for which markets are not yet established
and may never become established. As a result, the prices of their
securities may fluctuate more than those of larger issuers. Small
company stocks may exhibit volatile characteristics and may decline
in price as large company stocks rise, or rise in price as large
company stocks decline. An investment in shares of the Fund may be
more volatile than the shares of a fund that invests in larger
capitalization stocks. By maintaining a broadly diversified
portfolio, the Adviser will attempt to reduce this volatility.
Private Placements: Limitations on the resale of this type of
securities may have an adverse effect on their marketability and may
prevent the Fund from disposing of them promptly at reasonable
prices. Although these securities may be resold in privately
negotiated transactions, the prices realized from these sales could
be less than those originally paid by the Fund, or less than what may
be considered the fair value of such securities. If such securities
are required to be registered under the securities laws of one or
more jurisdictions before being resold, the Fund may be required to
bear the expense of registration and the risk of substantial delays
in effecting such registration.
Diversification: Diversifying a fund's portfolio can reduce the risks
of investing by limiting the portion of your investment in any one
issuer or industry. Less diversified funds may be more sensitive to
changes in the market value of a single issuer or industry. The Fund
may present greater risk than is usually associated with widely
diversified mutual funds because it typically invests in the
securities of as few as 45-55 issuers. Therefore, the Fund is not
appropriate as your sole investment.
The Fund should not be considered suitable for investors who are
unable or unwilling to assume the risks of loss inherent in such a
program, nor should investment in the Fund be considered a balanced
or complete investment program. The Fund cannot guarantee it will
achieve its objective.
Management of the Fund
The Board of Trustees
The Trust has a Board of Trustees that establishes the Fund's
policies and supervises and reviews the management of the Fund. The
day-to-day operations of the Fund are administered by the officers of
the Trust and by the Adviser pursuant to the terms of the Investment
Advisory Agreement with the Fund. The Trustees review the various
services provided by the Adviser to make sure that the Fund's general
investment policies and programs are being properly carried out and
that administrative services are being provided to the Fund in a
satisfactory manner. Information pertaining to the Trustees and
executive officers is set forth in the Statement of Additional
Information.
The Investment Adviser
George D. Bjurman & Associates serves as the Fund's investment
adviser and manager, and is an investment adviser registered as such
under the Investment Advisers Act of 1940, as amended. The Adviser
does not have any past experience managing mutual funds but its
principal has provided investment advisory services to individuals
and institutional clients and currently manages approximately $2.5
billion in assets. The principal business address of the Adviser is
10100 Santa Monica Boulevard, Los Angeles, California 90067-4103.
The Adviser makes the investment decisions concerning the assets of
the Fund and continuously reviews, supervises and administers the
Fund's investment programs, subject to the supervision of, and
policies established by the Trustees of the Fund.
For providing investment advisory services, the Fund pays the Adviser
a monthly fee which is calculated daily by applying an annual rate of
1.00% to the average daily net assets of the Fund. The investment
advisory fee is higher than that paid by most investment companies,
although the Adviser believes the fees to be comparable to that paid
by investment companies with similar investment objectives and
policies. From time to time, the Adviser may voluntarily waive all or
a portion of its management fee and/or absorb certain expenses of the
Fund without further notification of the commencement or termination
of any such waiver or absorption. Any such waiver or absorption will
have the effect of lowering the overall expense ratio of the Fund and
increasing the Fund's overall return to investors at the time any
such amounts are waived and/or absorbed. The Adviser has voluntarily
agreed to waive all or a portion of its fee, and/or to reimburse
expenses of the Fund to the extent necessary in order to limit net
operating expenses (including the investment advisory fee) for the
first year of operations to an annual rate of not more than 1.80% of
the Fund's average daily net assets. The Adviser reserves the right
to terminate its voluntary fee waiver and reimbursement at any time,
in its sole discretion. Any reductions in its fee that are made by
the Adviser are subject to reimbursement by the Fund within the
following three years, provided that the Fund is able to effect such
reimbursement and remain in compliance with applicable expense
limitations. Any potential management fee reimbursement will appear
as a footnote to the Fund's financial statements. The Adviser
generally seeks reimbursement for the oldest reductions and waivers
before payment by the Fund for fees and expenses for the current
year. At such time as it appears probable that the Fund is able to
effect such reimbursement, the amount of reimbursement that the Fund
is able to effect will be accrued as an expense of the Fund for that
current period.
Portfolio Management
Investment decisions for the Fund are made by an investment
management team at George D. Bjurman & Associates. No member of the
investment management team is primarily responsible for making
recommendations for portfolio purchases.
The Underwriter
FPS Broker Services, Inc. ("FPSB"), 3200 Horizon Drive, P.O. Box
61503, King of Prussia, Pennsylvania 19406-0903, serves as statutory
Underwriter pursuant to an Underwriting Agreement. FPSB serves the
limited purpose of facilitating the registration of shares of the
Fund under state securities laws and to assist in the sale of shares.
The Administrator, Transfer Agent and Fund Accountant
FPS Services, Inc. ("FPS"), which has its principal business address
at 3200 Horizon Drive, P.O. Box 61503, King of Prussia, Pennsylvania
19406-0903, serves as Administrator pursuant to an Administrative
Services Agreement. Under this agreement, FPS provides the Fund with
administrative services, including regulatory reporting and all
necessary office space, equipment, personnel and facilities.
In addition, FPS serves as the Fund's transfer agent. As Transfer
Agent, it maintains the records of each shareholder's account,
answers shareholder inquiries concerning accounts, processes
purchases and redemptions of the Fund's shares, acts as dividend and
disbursing agent and performs other shareholder service functions.
FPS also serves as fund accountant and performs certain accounting
and pricing services for the Fund, including the daily calculation of
the Fund's net asset value per share.
The Custodian
The Bank of New York, 48 Wall Street, New York, New York, 10286,
serves as custodian for the safekeeping of securities, cash and other
assets of the Fund.
Fund Expenses
The Fund is responsible for all of its own expenses. Such expenses
may include, but are not limited to: management fees; legal expenses;
audit fees; printing and postage costs (e.g., costs of printing
annual reports, semi-annual reports and prospectuses which are
distributed to existing shareholders); brokerage commissions; the
expenses of registering and qualifying shares of the Fund for sale
with the Securities and Exchange Commission and with various state
securities commissions; expenses of the organization of the Fund;
transfer agent, custodian and administrator fees; the expenses of
obtaining quotations of portfolio securities and pricing the Fund's
shares; trade association dues; all costs associated with shareholder
meetings and the preparation and dissemination of proxy materials;
costs of liability insurance and fidelity bonds; fees for Trustees
who are not officers, directors or employees of the Adviser; and any
extraordinary and nonrecurring expenses which are not expressly
assumed by the Adviser.
Brokerage
The Fund may execute brokerage or other agency transactions through
an affiliate of the Adviser or through FPSB for which the affiliate
or FPSB may receive "usual and customary" compensation. The Adviser
will use its best efforts to obtain the best available price and most
favorable execution with respect to all transactions of the Fund.
Subject to policies established by the Board of Trustees, however,
the Fund may pay a broker-dealer a commission for effecting a
portfolio transaction for the Fund in excess of the amount of
commission another broker-dealer would have charged if the Adviser
determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such
broker-dealer. In selecting and monitoring broker-dealers and
negotiating commissions, consideration will be given to a
broker-dealer's reliability, the quality of its execution services on a
continuing basis and its financial condition. All commissions paid
are reviewed quarterly by the Board of Trustees of the Trust.
Portfolio Turnover
Portfolio securities are sold whenever the Adviser believes it
appropriate, regardless of how long the securities have been held.
Portfolio turnover generally invloves some expense to the Fund and a
portfolio turnover in excess of 100% is considered high and increases
the Fund's transaction costs, including brokerage commissions. The
annual portfolio turnover for the Fund is expected to be
approximately 100%, but this rate should not be construed as a
limiting factor.
The Distribution Plan
The Board of Trustees of the Fund has adopted a Distribution Plan
(the "Plan") for the shares pursuant to Rule 12b-1 under the 1940
Act. As provided in the Plan, the Fund will pay an annual fee up to
0.25% of the average daily net assets to the Underwriter. From this
amount, the Underwriter may make payments to financial institutions
and intermediaries such as banks, savings and loan associations,
insurance companies, investment counselors, and broker-dealers who
assist in the distribution of the shares of the Fund or provide
services with respect to both classes of shares of the Fund, pursuant
to service agreements with the Fund. The Plan is characterized as a
compensation plan because the distribution fee will be paid to the
Underwriter without regard to the distribution or shareholder service
expenses incurred by the Underwriter or the amount of payments made
to financial institutions and intermediaries. The Fund intends to
operate the Plan in accordance with its terms and within NASD rules
concerning sales charges.
The fees paid to the Underwriter under the Plan are subject to the
review and approval by the Trust's unaffiliated trustees who may
reduce the fees or terminate the Plan at any time. All such payments
made pursuant to the Plan shall be made for the purpose of selling
shares issued by each respective class of shares. The distribution
fee of one class will not be used to subsidize the sale of the other
class of shares.
How to Purchase Shares
General
The Fund offers these shares to the general public on a continuous
basis by mail through the Underwriter, subject to annual distribution
expenses pursuant to Rule 12b-1. See "The Distribution Plan".
Shares of the Fund are offered only to residents of states in which
the shares are registered or qualified for sale.
Purchase orders for shares of the Fund that are received by FPS in
proper form by the close of regular trading on the New York Stock
Exchange ("NYSE")(currently 4:00 p.m. Eastern time), on any day that
the NYSE is open for trading, will be purchased at the Fund's next
determined public offering price. Orders for Fund shares received
after 4:00 p.m. Eastern time will be purchased at the public offering
price determined on the following business day.
The Fund reserves the right to reject any purchase order and to
suspend the offering of shares of the Fund. The Fund reserves the
right to vary the initial and subsequent investment minimums, or to
waive the minimum investment requirements for any investor.
Purchases By Mail
Shares of the Fund may be purchased initially by completing the
application accompanying this Prospectus and mailing it to the
Transfer Agent, together with a check payable to "Bjurman Micro-Cap
Fund." The check or money order and application should be mailed to
FPS Services, Inc., 3200 Horizon Drive, P.O. Box 61503, King of
Prussia, Pennsylvania 19406-0903. If this is an initial purchase,
please send a minimum of $ (or $ for IRA and SEP
accounts).
Subsequent investments in an existing account in the Fund may be made
at any time by sending a check payable to "Bjurman Micro-Cap Fund",
c/o FPS Services, Inc., P.O. Box 412797, Kansas City, Missouri
64141-2797. Please enclose the bottom portion of your account statement,
and indicate the amount of the investment. Please note that the Fund
will not accept a check endorsed by a third party.
Purchases By Wire Transfer
An investor may make purchases by wire, but, before making an initial
investment by wire, an investor must first telephone the Transfer
Agent at (800) 626-9769 or (610) 239-4600 in order to be assigned an
account number. The investor's name, account number, taxpayer
identification number or Social Security number and address must be
specified in the wire. In addition, an account application should be
promptly forwarded to: FPS Services, Inc., 3200 Horizon Drive, P.O.
61503, King of Prussia, Pennsylvania 19406-0903. Shareholders having
an account with a commercial bank that is a member of the Federal
Reserve System may purchase shares of the Fund by requesting their
bank to transmit funds by wire to:
United Missouri Bank KC NA
ABA #10-10-00695
For: FPS Services, Inc.
A/C 98-7037-071-9
FBO "Bjurman Micro-Cap Fund"
Shareholder Name and Account Number
Additional investments may be made at any time through the wire
procedures described above, which must include a shareholder's name
and account number. The shareholder's bank may impose a fee for
investments by wire. The Fund will not be responsible for the
consequence of delays, including delays in the banking or Federal
Reserve wire systems.
Purchases Through Broker-Dealers
The Fund may accept telephone orders only from brokers, financial
institutions or service organizations which have been previously
approved by the Fund. It is the responsibility of such brokers,
financial institutions or service organizations to promptly forward
purchase orders and payments for the same to the Fund. Shares of the
Fund purchased through brokers, financial institutions, service
organizations, banks and bank trust departments, may charge the
shareholder a transaction fee or other fee for its services at the
time of purchase.
Wire orders for shares of the Fund received by dealers prior to 4:00
p.m. Eastern time, and received by FPS before 5:00 p.m. Eastern time
on the same day, are confirmed at that day's public offering price.
Dealers may place orders with the Fund's distributor by calling
(800)626-9769. Orders received by dealers after 4:00 p.m. Eastern
time are confirmed at the public offering price on the following
business day. It is the dealer's obligation to place the order with
FPS before 5:00 p.m. Eastern time.
Subsequent Investments
Once an account has been opened, subsequent purchases may be made by
mail, bank wire, automatic investing or direct deposit. The minimum
for subsequent investments is $ for all accounts. When making
additional investments by mail, please return the bottom portion of a
previous confirmation with your investment in the envelope that is
provided with each confirmation statement. Your check should be made
payable to "Bjurman Micro-Cap Fund" and mailed to FPS Services, Inc.,
P.O. Box 412797, Kansas City, Missouri 64141-2797. Orders to purchase
shares are effective on the day FPS receives your check or money
order.
All investments must be made in U.S. dollars, and, to avoid fees and
delays, checks must be drawn only on banks located in the United
States. A charge (minimum of $20) will be imposed if any check used
for the purchase of shares is returned. Investors who purchase Fund
shares by check or money order may not receive redemption proceeds
until there is reasonable belief that the check cleared, which may
take up to fifteen calendar days after payment is received. The Fund
will not accept a check endorsed over by a third-party. The Fund
and FPS each reserve the right to reject any purchase order in whole
or in part.
How to Redeem Shares
Shareholders may redeem their shares of the Fund without being
subject to any redemption charge on any business day that the NYSE is
open for business. Redemptions will be effective at the current net
asset value per share next determined after the receipt by the
transfer agent of a redemption request meeting the requirements
described below.
Redemption By Mail
Shareholders may redeem their shares by submitting a written request
for redemption to FPS Services, Inc., 3200 Horizon Drive, Box 61503,
King of Prussia, Pennsylvania 19406-0903.
A written redemption request to the Transfer Agent must be in good
order which means that it must: (i) identify the shareholder's
account name and account number; (ii) state the number of shares or
dollar amount to be redeemed and (iii) be signed by each registered
owner exactly as the shares are registered. To prevent fraudulent
redemptions, the Transfer Agent requires a signature guarantee for
the signature of each person in whose name an account is registered
for any redemption requests exceeding $10,000 or where proceeds are
to be mailed to an address other than the address of record. A
guarantee may be obtained from any commercial bank, credit union,
member firm of a national securities exchange, registered securities
association, clearing agency and savings and loan association. A
credit union must be authorized to issue signature guarantees. Notary
public endorsement will not be accepted. Signature guarantees will
be accepted from any eligible guarantor institution that participates
in a signature guarantee program. The Transfer Agent may require
additional supporting documents for redemptions made by corporations,
executors, administrators, trustees or guardians and retirement
plans.
Redemption By Telephone
Shareholders who have so indicated on the application, or have
subsequently arranged in writing to do so, may redeem shares by
calling the Transfer Agent at (800) 626-9769 or (610)239-4600 during
normal business hours. In order to arrange for redemption by wire or
telephone after an account has been opened, or to change the bank or
account designated to receive redemption proceeds, a written request
with a signature guarantee must be sent to the Transfer Agent at the
address listed above, under the caption "Redemption By Mail."
The Fund reserves the right to refuse a wire or telephone redemption
if it is believed advisable to do so. Procedures for redeeming Fund
shares by wire or telephone may be modified or terminated at any
time.
During periods of unusual economic or market changes, telephone
redemptions may be difficult to implement. In such event,
shareholders should follow the procedures for redemption by mail.
General Redemption Information
A redemption request will not be deemed to be properly received until
the transfer agent receives all required documents in proper form.
If you have any questions with respect to the proper form for
redemption requests you should contact the transfer agent at (800)
626-9769 or (610) 239-4600.
Redemptions will be processed only on a business day during which the
NYSE is open for business. Redemptions will be effective at the
current net asset value per share next determined after the receipt
by the Transfer Agent of a redemption request meeting the
requirements described above. The Fund will not mail redemption
proceeds until it has been assured that checks received for the
purchase of any shares being redeemed have, or will be, cleared.
Accordingly, redemptions may not be processed until the shares being
redeemed have been on the Fund's books for at least fifteen business
days measured from the date the redemption request is received by the
Fund. Payment may also be made by wire directly to any bank
previously designated by an investor on his or her new account
application. There is a $9.00 charge for redemptions made by wire to
domestic banks. Wires to foreign or overseas banks may be charged at
higher rates. It should also be noted that banks may impose a fee
for wire services. In addition, there may be fees for redemptions
made through brokers, financial institutions and service
organizations.
Except as noted below, redemption requests received in proper form by
the transfer agent prior to the close of regular trading hours on the
NYSE on any business day on which the Fund calculates its net asset
value are effective as of that day. Redemption requests received
after the close of the NYSE will be effected at the net asset value
per share determined on the next business day following receipt. If
a shareholder's tax identification has not yet been certified at the
time a redemption request is received by the Transfer Agent, the
redemption may be processed subject to a backup withholding tax.
The Fund will satisfy redemption requests for cash to the fullest
extent feasible, as long as such payments would not, in the opinion
of the Board of Trustees, result in the necessity of the Fund to sell
assets under disadvantageous conditions or to the detriment of the
remaining shareholders of the Fund.
Pursuant to the Fund's Trust Instrument, however, payment for shares
redeemed may also be made in kind, or partly in cash and partly
in-kind. The Fund has elected, pursuant to Rule 18f-1 under the 1940
Act to redeem its shares solely in cash up to the lesser of $250,000
or 1% of the net asset value of the Fund, during any 90 day period
for any one shareholder. Any portfolio securities paid or
distributed in-kind would be in readily marketable securities and
valued in the manner described below. See "Net Asset Value." In the
event that an in-kind distribution is made, a shareholder may incur
additional expenses, such as brokerage commissions, on the sale or
other disposition of the securities received from the Fund. In-kind
payments need not constitute a cross-section of the Fund's portfolio.
The Fund may suspend the right of redemption or postpone the date of
payment for more than seven days during any period when (1) trading
on the NYSE is restricted or the NYSE is closed, other than customary
weekend and holiday closings; (2) the Securities and Exchange
Commission has, by order, permitted such suspension; (3) an
emergency, as defined by rules of the Securities and Exchange
Commission, exists making disposal of portfolio investments or
determination of the value of the net assets of the Fund not
reasonably practicable.
Shares of the Fund may be redeemed through certain brokers, financial
institutions, service organizations, banks, and bank trust
departments who may charge the investor a transaction or other fee
for their services. Such additional transaction fees would not
otherwise be charged if the shares were redeemed directly from the
Fund.
Telephone Transactions
Shareholders who wish to redeem their shares by telephone must first
elect the option, as described above. Neither the Fund nor any of
its service contractors will be liable for any loss or expense in
acting upon telephone instructions that are reasonably believed to be
genuine. In this regard, the Fund and its transfer agent require
personal identification information before accepting a telephone
redemption. To the extent that the Fund or its transfer agent fail
to use reasonable procedures to verify the genuineness of telephone
instructions, the Fund may be liable for losses due to fraudulent or
unauthorized instructions. The Fund reserves the right to refuse a
telephone redemption if it is believed advisable to do so. Written
confirmation will be provided for all redemption transactions
initiated by telephone. Proceeds from a telephone redemption shall
only be sent to the shareholder's address of record or wired to the
shareholder's bank account.
No purchases of shares may be made by telephone unless made by a
licensed investment professional with whom an agreement has been
signed by the Underwriter.
Minimum Balances
Due to the relatively high cost of maintaining smaller accounts, the
Fund reserves the right to involuntarily redeem shares in any account
at its then current net asset value (which will be promptly paid to
the shareholder) if at any time the total investment does not have a
value of at least $ as a result of redemptions, but not market
fluctuations. A shareholder will be notified that the value of his
or her account is less than the required minimum and such shareholder
will be allowed at least 60 days to bring the value of his or her
account up to the minimum before the redemption is processed.
SHAREHOLDER SERVICES
The following special services are available to shareholders of the
Fund. There are no charges for the programs noted below and a
shareholder may change or stop these plans at any time by written
notice to the Fund.
Automatic Investment Plan
Once an account has been opened, a shareholder can make additional
monthly purchases of shares of the Fund through an automatic
investment plan. An investor may authorize the automatic withdrawal
of funds from his or her bank account by opening his or her account
with a minimum of $ and completing the appropriate section
on the new account application enclosed with this Prospectus.
Subsequent monthly investments are subject to a minimum required
amount of $ .
Retirement Plans
The Fund is available for investment by pension and profit sharing
plans including Individual Retirement Accounts, SEP, Keogh, 401(k)
and 403(b) plans through which an investor may purchase Fund shares.
For details concerning any of the retirement plans, please call the
Fund at (800) 626-9769 or (610) 239-4700.
NET ASSET VALUE
The net asset value per share is calculated separately for each class
of the Fund and is computed once daily as of the close of regular
trading on the NYSE, currently 4:00 p.m. Eastern time. Currently,
the NYSE is closed on the following holidays or days on which the
following holidays are observed: New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.
The net asset value per share is computed by adding the value of all
securities and other assets in the portfolio, deducting any
liabilities, and dividing by the total number of outstanding shares.
Expenses are accrued daily and applied when determining the net asset
value. The Fund's equity securities are valued based on market
quotations or, when no market quotations are available, at fair value
as determined in good faith by, or under the direction of the Board
of Trustees. Market quotations are generally the last reported sales
price on the principal exchange on which the security trades, or if
no sale price is reported, the mean of the latest bid and asked price
is used. Securities traded over-the-counter are priced at the mean
of the latest bid and asked prices. When market quotations are not
readily available, securities and other assets are valued at fair
value as determined in good faith by the Board of Trustees.
Securities are valued through valuations obtained from a commercial
pricing service or at the most recent mean of the bid and asked
prices provided by investment dealers in accordance with procedures
established by the Board of Trustees.
Short-term investments having a maturity of 60 days or less are
valued at amortized cost, which the Board of Trustees believes
represents fair value. When a security is valued at amortized cost,
it is valued at its cost when purchased, and thereafter by assuming a
constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market
value of the instrument. All other securities and other assets are
valued at their fair value as determined in good faith under
procedures established by and under the supervision of the Board of
Trustees.
Net asset value is calculated separately for each class of the Fund
based on expenses applicable to the particular class. Although the
methodology and procedures for determining net asset value are
identical for the Fund's classes, the net asset value of the classes
may differ because of the different fees and expenses charged to each
class.
DIVIDENDS AND TAXES
Dividends
The Fund will distribute its net investment income annually in
December. Any net gain realized from the sale of portfolio
securities and net gains realized from foreign currency transactions
are distributed at least once each year unless they are used to
offset losses carried forward from prior years, in which case no such
gain will be distributed. Such income dividends and capital gain
distributions are reinvested automatically in additional shares at
net asset value, unless a shareholder elects to receive them in cash.
Distribution options may be changed at any time by writing to the
Fund prior to a dividend record date.
Any check tendered in payment of dividends or other distributions
which cannot be delivered by the post office or which remains
uncashed for a period of more than one year may be reinvested in the
shareholder's account at the then current net asset value, and the
dividend option may be changed from cash to reinvest. Dividends are
reinvested on the ex-dividend date (the "ex-date") at the net asset
value determined at the close of business on that date. Dividends
and distributions are treated the same for tax purposes whether
received in cash or reinvested in additional shares. Please note
that shares purchased shortly before the record date for a dividend
or distribution may have the effect of returning capital although
such dividends and distributions are subject to taxes.
Taxes
The Fund intends to conduct its operations so as to qualify as a
"regulated investment company" for purposes of the Internal Revenue
Code of 1986, as amended (the "Code"), which will relieve the Fund of
any liability for federal income tax to the extent that its earnings
and net realized capital gains are distributed to shareholders. To
so qualify, the Fund will, among other things, limit its investments
so that, at the close of each quarter of its taxable year, (i) not
more than 25% of the market value of the Fund's total assets will be
invested in the securities of any single issuer and (ii) with respect
to 50% of the market value of its total assets, not more than 5% of
the market value of its total assets will be invested in the
securities of any single issuer, and the Fund will not own more than
10% of the outstanding voting securities of any single issuer.
An investment in the Fund has certain tax consequences, depending on
the type of account. The Fund will distribute all of its net
investment income to shareholders. Distributions are subject to
federal income tax and may also be subject to state and local income
taxes. Distributions are generally taxable when they are paid,
whether in cash or by reinvestment in additional shares, except that
distributions declared in October, November or December and paid in
the following January are taxable as if they were paid on December
31. If you have a qualified retirement account, taxes are generally
deferred until distributions are made from the retirement account.
For federal income tax purposes, income dividends and short-term
capital gain distributions are taxed as ordinary income.
Distributions of net capital gains (the excess of net long-term
capital gain over net short-term capital loss) are usually taxed as
long-term capital gains, regardless of how long a shareholder has
held the Fund's shares. The tax treatment of distributions of
ordinary income or capital gains will be the same whether the
shareholder reinvests the distributions or elects to receive them in
cash.
Shareholders may be subject to a 31 percent back-up withholding on
reportable dividend and redemption payments ("back-up withholding")
if a certified taxpayer identification number is not on file with the
Fund, or if to the Fund's knowledge, an incorrect number has been
furnished. An individual's taxpayer identification number is his/her
social security number.
Shareholders will be advised annually of the source and tax status of
all distributions for federal income tax purposes. Information
accompanying a shareholder's statement will show the portion of those
distributions that are not taxable in certain states. Further
information regarding the tax consequences of investing in the Fund
is included in the Statement of Additional Information. The above
discussion is intended for general information only. Investors
should consult their own tax advisers for more specific information
on the tax consequences of particular types of distributions.
The Fund intends to make sufficient distributions prior to the end of
each calendar year in order to avoid liability for federal excise
tax.
Sale, exchange or redemption of the Fund's shares is a taxable event
to the shareholder.
PERFORMANCE INFORMATION
Performance information such as total return for the Fund may be
quoted in advertisements or in communications to shareholders. Such
performance information may be useful in reviewing the performance of
the Fund and for providing a basis for comparison with other
investment alternatives. However, because the net investment return
of the Fund changes in response to fluctuations in market conditions,
interest rates and Fund expenses, any given performance quotation
should not be considered representative of the Fund's performance for
any future period. The value of an investment in the Fund will
fluctuate and an investor's shares, when redeemed, may be worth more
or less than their original cost.
The Fund's total return is the change in value of an investment in
the Fund over a particular period, assuming that all distributions
have been reinvested. Thus, total return reflects not only income
earned, but also variations in share prices at the beginning and end
of the period. Average annual return reflects the average percentage
change per year in the value of an investment in the Fund. Aggregate
total return reflects the total percentage change over the stated
period. Please refer to the Statement of Additional Information for
more information on performance.
GENERAL INFORMATION
The Trust
The Trust is an open-end management investment company organized as a
business trust under the laws of the State of Delaware. The Trust is
organized to offer separate series of shares and is currently
offering a single series of shares called Bjurman Micro-Cap Fund.
The Fund currently offers two separate classes of shares and
additional classes of shares may be added without shareholder
approval. Class A shares and Class D shares differ with respect to
sales charges and minimum initial investment. Except for these
differences, each share of the Fund represents an undivided
proportionate interest in the Fund.
Trustees and Officers of the Fund
The Trustees of the Fund have overall responsibility for the
operation of the Fund. The officers of the Fund who are employees or
officers of the Adviser serve without compensation from the Fund.
Description of Shares
The Trust is authorized to issue an unlimited number of shares of
beneficial interest with no par value. Shares of the Fund represent
equal proportionate interests in the assets of the Fund only, and
have identical voting, dividend, redemption, liquidation and other
rights. All shares issued are fully paid and non-assessable, and
shareholders have no preemptive or other right to subscribe to any
additional shares. Currently, there are two classes of shares issued
by the Fund. The validity of shares of beneficial interest offered by
this prospectus will be passed on by Heller Ehrman White & McAuliffe,
333 Bush Street, San Francisco, California 94104-2878. All accounts
will be maintained in book entry form and no share certificates will
be issued.
Voting Rights
A shareholder is entitled to one vote for each full share held (and a
fractional vote for each fractional share held). All shares of the
Fund participate equally in regard to dividends, distributions, and
liquidations with respect to the Fund. Shareholders do not have
preemptive, conversion or cumulative voting rights.
Shareholder Meetings
The Trustees are not required, and do not intend, to hold annual
meetings of shareholders. The Trustees have undertaken to the SEC,
however, that they will promptly call a meeting of shareholders for
the purpose of voting upon the question of removal of any Trustee
when requested to do so by holders of not less than 10% of the
outstanding shares of the Fund. In addition, subject to certain
conditions, shareholders of the Fund may apply to the Fund to
communicate with other shareholders to request a shareholders'
meeting to vote upon the removal of a Trustee or Trustees.
Shareholder Reports and Inquiries
The Trust issues unaudited financial information semiannually and
audited financial statements annually. Shareholder inquiries should
be addressed to the Fund c/o George D. Bjurman & Associates, 10100
Santa Monica Boulevard, Los Angeles, California 90067-4103 (800)
or (310) 553-6577. Purchase and redemption transactions should
be made through the Transfer Agent by calling (800) 626-9769 or
(610)239-4600.
<PAGE>
INVESTMENT ADVISER
George D. Bjurman & Associates
10100 Santa Monica Boulevard
Los Angeles, California 90067-4103
(310)553-6577
UNDERWRITER
FPS Services, Inc.
3200 Horizon Drive, P.O. Box 61503
King of Prussia, Pennsylvania 19406-0903
(800) 626-9769
(610) 239-4700
SHAREHOLDER SERVICES
FPS Services, Inc.
3200 Horizon Drive, P.O. Box 61503
King Of Prussia, Pennsylvania 19406-0903
(800) 626-9769
(610) 239-4600
CUSTODIAN
The Bank of New York
48 Wall Street
New York, New York 10286
LEGAL COUNSEL
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104-2878
AUDITORS
Ernst & Young
51 South Flower Street
Los Angeles, California 90071
For Additional Information about Bjurman Micro-Cap Fund call:
(800) 626-9769
(610) 239-4600<PAGE>
Subject to Completion
Preliminary Statement of Additional Information dated
November , 1996
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This Statement of
Additional Information does not constitute a prospectus.
BJURMAN TRUST
STATEMENT OF ADDITIONAL INFORMATION
November , 1996
This Statement of Additional Information dated , 1996 is
not a prospectus but should be read in conjunction with the separate
Prospectuses describing Class A Shares and Class D Shares of the
Bjurman Micro-Cap Fund (the "Fund") dated , 1996. Each
Prospectus may be amended or supplemented from time to time. No
investment in shares should be made without first reading the
respective Prospectus. This Statement of Additional Information is
intended to provide additional information regarding the activities
and operations of the Fund, and should be read in conjunction with
the applicable Prospectus. A copy of each Prospectus may be obtained
without charge from George D. Bjurman & Associates (the "Adviser") at
the address and telephone numbers below.
Underwriter: Adviser:
FPS Broker Services, Inc. George D. Bjurman & Associates
3200 Horizon Drive, P.O. Box 61503 10100 Santa Monica Boulevard
King of Prussia, PA 19406-0903 Los Angeles, CA 0067-4103
(610) 239-4700 (310) 553-6577
No person has been authorized to give any information or to make any
representations not contained in this Statement of Additional
Information or in the Prospectus in connection with the offering made
by the Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by
the Trust or its distributor. The Prospectus does not constitute an
offering by the Trust or by the distributor in any jurisdiction in
which such offering may not lawfully be made.<PAGE>
TABLE OF CONTENTS
Page
The Trust and the Fund . . . . . . . . . . . . . . . . . 51
Investment Policies and Techniques
Bankers' Acceptances. . . . . . . . . . . . . . . . . 51
Certificates of Deposits. . . . . . . . . . . . . . . 51
Common Stock. . . . . . . . . . . . . . . . . . . . . 51
Preferred Stock . . . . . . . . . . . . . . . . . . . 51
Time Deposits . . . . . . . . . . . . . . . . . . . . 51
Loans of Portfolio Securities . . . . . . . . . . . . 51
Illiquid Securities . . . . . . . . . . . . . . . . . 52
Repurchase Agreements . . . . . . . . . . . . . . . . 52
Rule 144A Securities. . . . . . . . . . . . . . . . . 52
Other Investments . . . . . . . . . . . . . . . . . . 52
Investment Restrictions. . . . . . . . . . . . . . . . . 53
Investment Advisory and Other Services
Investment Advisory Agreement . . . . . . . . . . . . 55
Administrator . . . . . . . . . . . . . . . . . . . . 55
Underwriter . . . . . . . . . . . . . . . . . . . . . 56
Trustees and Officers. . . . . . . . . . . . . . . . . . 56
Net Asset Value. . . . . . . . . . . . . . . . . . . . . 57
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 57
Portfolio Transactions and Brokerage Commissions . . . . 59
Performance Information
In General. . . . . . . . . . . . . . . . . . . . . . 59
Total Return Calculation. . . . . . . . . . . . . . . 59
Performance and Advertisements . . . . . . . . . . . 60
Other Information
Limitations on Trustees' Liability. . . . . . . . . . 61
Independent Accountants . . . . . . . . . . . . . . . 61
Reports to Shareholders . . . . . . . . . . . . . . . 61
<PAGE>
THE TRUST AND THE FUND
This Statement of Additional Information relates to Bjurman Micro-Cap
Fund (the "Fund"), a separate series of Bjurman Trust (the "Trust"),
an open-end management company established on September 26, 1996
under Delaware law as a Delaware business trust. The Trust
Instrument permits the Trust to offer separate series of shares of
beneficial interest. The Trust currently is comprised of one series,
which offers its shares through two separate classes: Class A Shares
and Class D Shares. The Trust is a newly formed entity and has no
prior operating history.
INVESTMENT POLICIES AND TECHNIQUES
The following supplements the information contained in each
respective Prospectus for the Fund regarding the permitted
investments and risk factors and the investment objective and
policies of the Fund.
Bankers' Acceptance:
Negotiable bills of exchange or time drafts drawn on and accepted by
a commercial bank, meaning, in effect, that the bank unconditionally
agrees to pay the face value of the instrument on maturity. Bankers'
Acceptances are used by corporations to finance the shipment and
storage of goods and to furnish dollar exchanges. Banker's
Acceptances generally mature within six months.
Certificates of Deposit:
A negotiable interest bearing instrument with a specific maturity
date. Certificates of deposit are issued by U.S. commercial banks
and savings and loan institutions in exchange for the deposit of
funds and normally can be traded in the secondary market prior to
maturity. Certificates of deposit generally carry penalties for
early withdrawal.
Common Stock:
Common stock is defined as shares of a corporation that entitle the
holder to a pro rata share of the profits of the corporation, if any,
without a preference over any other shareholder or class of
shareholders, including holders of the corporation's preferred stock
and other senior equity. Common stock usually carries with it the
right to vote, and frequently, an exclusive right to do so. Holders
of common stock also have the right to participate in the remaining
assets of the corporation after all other claims, including those of
debt securities and preferred stock, are paid.
Preferred Stock:
Generally, preferred stock receives dividends prior to distributions
on common stock and usually has a priority of claim over common
stockholders if the issuer of the stock is liquidated. Unlike common
stock, preferred stock does not usually have voting rights; preferred
stock, in some instances, is convertible into common stock. In order
to be payable, dividends on preferred stock must be declared by the
issuer's Board of Trustees. Dividends on the typical preferred stock
are cumulative, causing dividends to accrue even if not declared by
the Board of Trustees. There is, however, no assurance that
dividends will be declared by the Board of Trustees of issuers of the
preferred stocks in which the Fund invests.
Time Deposits:
A non-negotiable receipt issued by a bank in exchange for the deposit
of funds. Like a certificate of deposit, it earns a specified rate
of interest over a definite period of time; however, it cannot be
traded in the secondary market. Time deposits in excess of seven
days with a withdrawal penalty are considered to illiquid securities.
The Fund will not invest more than 15% of its net assets in illiquid
securities, including time deposits.
Loans of Portfolio Securities:
The Fund may lend portfolio securities to broker-dealers and
financial institutions provided that (1) the loan is secured
continuously by collateral marked-to-market daily and maintained in
an amount at least equal to the current market value of the
securities loaned; (2) the Fund may call the loan at any time and
receive the securities loaned; (3) the Fund will receive any interest
or dividends paid on the loaned securities and (4) the aggregate
market value of securities loaned by the Fund will not at any time
exceed 33% of the total assets of the Fund.
Collateral will consist of U.S. government securities, cash
equivalents or irrevocable letters of credit. Loans of securities
involve a risk that the borrower may fail to return the securities or
may fail to maintain the proper amount of collateral. Therefore, the
Fund will only enter into portfolio loans after a review by the
Adviser, under the supervision of the Board of Trustees, including a
review of the creditworthiness of the borrower. Such reviews will be
monitored on an ongoing basis.
Illiquid Securities:
The Board of Trustees has delegated the function of making day-to-day
determinations of liquidity to the Adviser pursuant to guidelines
reviewed by the Board of Trustees. The Adviser will monitor the
liquidity of securities held by the Fund, and report periodically on
such determinations to the Board of Trustees.
Repurchase Agreements:
The financial institutions with whom the Fund may enter into
repurchase agreements are banks and non-bank dealers of U.S.
Government securities that are listed on the Federal Reserve Bank of
New York's list of reporting dealers and banks, if such banks and
non-bank dealers are deemed creditworthy by the Adviser. The Adviser
will continue to monitor the creditworthiness of the seller under a
repurchase agreement, and will require the seller to maintain during
the term of the agreement the value of the securities subject to the
agreement at not less than the repurchase price. The Fund will only
enter into a repurchase agreement where the market value of the
underlying security, including interest accrued, will at all times be
equal to or exceed the value of the repurchase agreement.
Rule 144A Securities:
The Fund may invest in securities that are exempt from the
registration requirements of the Securities Act of 1933 pursuant to
Securities Exchange Commission ("SEC") Rule 144A. Those securities,
purchases pursuant to Rule 144A, are traded among qualified
institutional buyers, and are subject to the Fund's limitation on
illiquid investment.
Investing in securities under Rule 144A could have the effect of
increasing the levels of the Fund's illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in
purchasing these securities. The Fund will limit its investments in
illiquid securities including securities of issuers which the Fund is
restricted from selling to the public without registration under the
Securities Act of 1933 to no more than 15% of the Fund's net assets
(excluding restricted securities eligible for resale pursuant to Rule
144A that have been determined to be liquid by the Fund's Board of
Trustees).
Other Investments:
Subject to prior disclosure to shareholders, the Board of Trustees
may, in the future, authorize the Fund to invest in securities other
than those listed here and in the prospectus, provided that such
investment would be consistent with the Fund's investment objective,
and that it would not violate any fundamental investment policies or
restrictions applicable to the Fund.
INVESTMENT RESTRICTIONS
The investment restrictions set forth below are fundamental
restrictions and may not be changed without the approval of a
majority of the outstanding voting shares (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") of the
Fund. Unless otherwise indicated, all percentage limitations listed
below apply only at the time of the transaction. Accordingly, if a
percentage restriction is adhered to at the time of investment, a
later increase or decrease in the percentage which results from a
relative change in values or from a change in the Fund's total assets
will not be considered a violation.
Except as set forth under "INVESTMENT OBJECTIVE" and "INVESTMENT
POLICIES and STRATEGIES" and "RISK FACTORS" in the Prospectus, the
Fund may not:
1. purchase securities of any one issuer if, as a
result, more than 5% of the Fund's total assets
would be invested in securities of that issuer or the
Fund would own or hold more than 10% of the
outstanding voting securities of that issuer, except
that up to 25% of the Fund's total assets may be
invested without regard to this limitation, and except
that this limit does not apply to securities issued
or guaranteed by the U.S. government, its agencies
and instrumentalities or to securities issued by
other investment companies;
2. purchase any security if, as a result of that
purchase, 25% or more of the Fund's total assets
would be invested in securities of issuers having
their principal business activities in the same
industry, except that this limitation does not apply
to securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities;
3 issue senior securities or borrow money, except as
permitted under the 1940 Act and then not in excess
of 33% of the Fund's total assets (including the
amount of the senior securities issued but reduced by
any liabilities not constituting senior securities)
at the time of the issuance or borrowing, except that
the Fund may borrow up to an additional 5% of its
total assets (not including the amount borrowed) for
temporary or emergency purposes. The Fund will not
purchase securities when borrowings exceed 5% of its
total assets;
4. Pledge, hypothecate, mortgage or otherwise encumber
its assets, except in an amount up to one-third of
the value of its net assets but only to secure
borrowing for temporary or emergency purposes, such
as to effect redemptions;
5. make loans, except through loans of securities or
through repurchase agreements, provided that, for
purposes of this restriction, the acquisition of
bonds, debentures, other debt securities or
instruments, or participations or other interest
therein and investments in government obligations,
commercial paper, certificates of deposit, bankers'
acceptances or similar instruments will not be
considered the making of a loan;
6. engage in the business of underwriting the securities
of others, except to the extent that the Fund might
be considered an underwriter under the Federal
securities laws in connection with its disposition of
securities; or
7. purchase or sell real estate, except that investments
in securities of issuers that invest in real estate
or other instruments supported by interests in real
estate are not subject to this limitation, and except
that the Fund may exercise rights under agreements
relating to such securities, including the right to
enforce security interests to hold real estate
acquired by reason of such enforcement until that
real estate can be liquidated in an orderly manner.
The following investment limitations are not fundamental and may be
changed without shareholder approval:
(i) The Fund does not currently intend to engage in short
sales of securities or maintain a short position.
(ii) The Fund does not currently intend to purchase securities
on margin, except for short-term credit necessary for
clearance of portfolio transactions.
(iii) The Fund does not currently intend to purchase securities
of other investment companies except as permitted by the
1940 Act and the rules and regulations thereunder.
(iv) The Fund does not currently intend to invest in companies
for the purpose of exercising control or management.
(v) The Fund does not currently intend to invest in oil, gas
or mineral exploration or development programs or leases,
except that investment in securities of issuers that
invest in such programs or leases and investments in
asset-backed securities supported by receivables
generated by such programs or leases are not subject to
this prohibition.
(vi) The Fund does not currently intend to invest more than 5%
of its net assets in warrants, including within that
amount no more than 2% in warrants which are not listed
on the New York or American Stock Exchanges, except
warrants acquired as a result of its holdings of common
stocks.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Advisory Agreement
The Fund and the Adviser have entered into an investment advisory
agreement (the "Investment Advisory Agreement"). The Investment
Advisory Agreement provides that the Adviser shall not be protected
against any liability to the Fund or its shareholders by reason of
the Adviser's willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard
of its obligations or duties thereunder.
The Investment Advisory Agreement provides that if, for any fiscal
year, any ratio of expenses of the Fund (including amounts payable to
the Adviser but excluding interest, taxes, brokerage, litigation and
other extraordinary expenses) exceeds limitations established by any
state in which the shares of the Fund are registered, the Adviser
will bear the amount of such excess.
The continuance of the Investment Advisory Agreement, after the first
two years, must be specifically approved at least annually (i) by the
vote of the Trustees or by a vote of the shareholders of Fund, and
(ii) by the vote of a majority of the Trustees who are not parties to
the Investment Advisory Agreement or "interested persons" of any
party thereto, cast in person at a meeting called for the purpose of
voting on such approval. The Investment Advisory Agreement will
terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Fund,
or by a majority of the outstanding shares of the Fund on not less
than 30 days' nor more than 60 days' written notice to the Adviser,
or by the Adviser on 90 days' written notice to the Fund.
Administrator
FPS Services, Inc., 3200 Horizon Drive, P.O. Box 61503, King of
Prussia, Pennsylvania 19406-0903 (the "Administrator") provides
certain administrative services to the Fund pursuant to an
Administrative Services Agreement.
Under the Administrative Services Agreement, the Administrator: (1)
coordinates with the Custodian and Transfer Agent and monitors the
services they provide to the Fund; (2) coordinates with and monitors
any other third parties furnishing services to the Fund; (3) provides
the Fund with necessary office space, telephones and other
communications facilities and personnel competent to perform
administrative and clerical functions; (4) supervises the maintenance
by third parties of such books and records of the Fund as may be
required by applicable federal or state law; (5) prepares and, after
approval by the Fund, files and arranges for the distribution of
proxy materials and periodic reports to shareholders of the Fund as
required by applicable law; (6) prepares and, after approval by the
Fund, arranges for the filing of such registration statements and
other documents with the SEC and other federal and state regulatory
authorities as may be required by applicable law; (7) reviews and
submits to the officers of the Fund for their approval invoices or
other requests for payment of the Fund's expenses and instructs the
Custodian to issue checks in payment thereof and (8) takes such other
action with respect to the Fund as may be necessary in the opinion of
the Administrator to perform its duties under the agreement.
Pursuant to this Administrative Services Agreement, FPS receives a
fee computed at the annual rate of 0.15% of the first $50 million of
total average daily net assets, 0.10% of the next $50 million of
total average daily net assets and 0.05% of total net assets in
excess of $100 million. Pursuant to the Administrative Services
Agreement, annual aggregate administration fees shall not be less
than $67,000 for both Class A Shares and Class D Shares of the Fund.
Underwriter
FPS Broker Services, Inc. ("FPSB"), 3200 Horizon Drive, P.O. Box
61503, King of Prussia, Pennsylvania 19406-0903, has been engaged
pursuant to an agreement for the limited purpose of acting as
statutory underwriter to facilitate the registration of shares of the
Fund under state securities laws and to assist in the sale of shares.
Class A Shares and Class D Shares of the Fund are subject to separate
distribution plans (the "Distribution Plans") pursuant to Rule 12b-1
under the 1940 Act. As provided in the Distribution Plan for Class A
Shares, the Fund will pay an annual fee of 0.50% of the Fund's
average daily net assets attributable to Class A Shares, to FPSB as
compensation for its services. As provided in the Distribution Plan
for Class D Shares, the Fund will pay an annual fee of 0.25% of the
Fund's average daily net assets attributable to Class D Shares, to
FPSB as compensation for its services. From this amount, FPSB may
make payments to financial institutions and intermediaries such as
banks, savings and loan associations, insurance companies, investment
counselors and broker-dealers as compensation for services,
reimbursement of expenses incurred in connection with distribution
assistance or provision of shareholder services. The Distribution
Plans are characterized as compensation plans because the
distribution fee will be paid to FPSB as distributor without regard
to the distribution or shareholder service expenses incurred by FPSB
or the amount of payments made to financial institutions and
intermediaries. The Fund intends to operate the Distribution Plans
in accordance with their terms and within the rules of the National
Association of Securities Dealers, Inc. concerning sales charges.
Pursuant to such rules, the Distributor is required to limit
aggregate initial sales charges and asset-based sales charges to
6.25% of total gross sales of each class of shares.
The Distribution Plans will continue in effect from year to year,
provided that each such continuance is approved at least annually by
a vote of the Board of Trustees, including a majority vote of the
Trustees, cast in person at a meeting called for the purpose of
voting on such continuance. The Distribution Plans may be terminated
at any time, without penalty, by vote of a majority of the
independent trustees or by vote of the holders of a majority of the
outstanding shares of the applicable class on not more than 60 days',
nor less than 30 days' written notice to any other party to the
Plans. The Plans may not be amended to increase materially the
amounts to be spent for the services described herein without
approval by the shareholders of the applicable class, and all
material amendments are required to be approved by the Board of
Trustees. Each Plan will automatically terminate in the event of its
assignment. Pursuant to each Plan, the Board of Trustees will review
at least quarterly a written report of the distribution expenses
incurred on behalf of each class of shares of the Fund. The report
will include an itemization of the distribution expenses and the
purpose of such expenditures.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the Fund and their principal
occupations for the last five years are set forth below. Each
Trustee who is an "interested person" of the Fund, as that term is
defined in the 1940 Act, is indicated by an asterisk.
G. Andrew Bjurman, President, George D. Bjurman & Associates, 10100
Santa Monica Boulevard, Los Angeles, California 90067-4103. Mr.
Bjurman joined George D. Bjurman & Associates when it was founded in
1970 as Vice President and Portfolio Manager. At that time he
assumed responsibility for the portfolio management of institutional
accounts. From 1974 to 1978 he acted as Executive Vice President and
Senior Portfolio Manager. In 1978 he assumed his present
responsibilities as President and Chief Executive Officer of the
firm.
Mr. Bjurman's professionally oriented educational experience includes
being awarded a Bachelor of Arts with a major in political science
and minors in economics and finance from Whitman College in 1970. In
1977 he became both a Chartered Financial Analyst and a Chartered
Investment Counselor.
O. Thomas Barry,III, Senior Executive Vice President, George D.
Bjurman & Associates, 10100 Santa Monica, California 90067-4103. Mr.
Barry, III, joined the firm in 1978 as Vice President and Senior
Portfolio Manager. In 1979 he became Executive Vice President and
assumed the responsibilities of Director of Research. He is a member
of the Investment Policy Committee. In 1982 he became the Senior
Executive Vice President and in 1985 he also became Director of
Investments. Prior to joining the firm, Mr. Barry acted as Senior
Investment Officer and Portfolio Manager for Security Pacific
National Bank in Los Angeles and was a member of the Stock Selection
Committee.
Mr. Barry was awarded a Bachelor of Business Administration with a
major in economics from the University of Iowa in 1967. In 1972 he
received a Master of Business Administration with an emphasis in
corporate finance and accounting from California State University.
In 1977 he became a Chartered Financial Analyst and in 1978 a
Chartered Investment Counselor.
[ Additional Trustee information to be added]
NET ASSET VALUE
The net asset value per share is calculated separately for Class A
Shares and Class D Shares of the Fund. The net asset value per share
is computed by dividing the value of the assets of the Fund, less its
liabilities, by the number of shares of the respective class of
shares outstanding.
Each class of the Fund will bear, pro-rata, all of the common
expenses of the Fund. The net asset value of all outstanding shares
of each class will be computed on a pro-rata basis for each
outstanding share based on the proportionate participation in the
Fund represented by the value of shares of the class. All income
earned and expenses incurred by the Fund will be borne on a pro-rata
basis by each outstanding share of a class, based on each class'
percentage in the Fund represented by the value of such shares of
such classes.
Portfolio securities are valued and net asset value per share is
determined as of the close of regular trading on the New York Stock
Exchange ("NYSE") which currently is 4:00 p.m. (Eastern Time), on
each day the NYSE is open for trading. The NYSE is open for trading
every day except Saturdays, Sundays and the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas Day. Additionally, if any
of the aforementioned holidays falls on a Saturday, the NYSE will not
be open for trading on the preceding Friday and when such holiday
falls on a Sunday, the NYSE will not be open for trading on the
succeeding Monday, unless unusual business conditions exist, such as
the ending of a monthly or the yearly accounting period.
TAXES
The following is only a summary of certain federal tax considerations
generally affecting the Fund and its shareholders that are not
described in the Prospectus, and is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax
Advisers with specific reference to their own tax situations,
including their state and local tax liabilities. Non-U.S. investors
should consult their tax Advisers concerning the tax consequences of
ownership of shares of the Fund, including the possibility that
distributions may be subject to a 30% United States withholding tax.
Federal Income Tax
The following discussion of federal income tax consequences is based
on the Code and the regulations issued thereunder as in effect on the
date of this Statement of Additional Information. New legislation,
as well as administrative changes or court decisions, may
significantly change the conclusions expressed herein, and may have a
retroactive effect with respect to the transactions contemplated
herein.
The Fund intends to qualify as a "regulated investment company"
("RIC") as defined under Subchapter M of the Code. By following such
a policy, the Fund expects to eliminate or reduce to a nominal amount
the federal income taxes to which it may be subject. In order to
qualify for treatment as a RIC under the Code, the Fund generally
must distribute annually to its shareholders at least 90% of its
investment company taxable income (generally, net investment income
plus net short-term capital gain) (the "Distribution Requirement")
and also must meet several additional requirements. Among these
requirements are the following: (i) at least 90% of the Fund's gross
income each taxable year must be derived from dividends, interest,
payments with respect to securities loans, and gains from the sale or
other disposition of stock or securities, or certain other income;
(ii) the Fund must derive less than 30% of its gross income each
taxable year from the sale or other disposition of stocks or
securities held for less than three months; (iii) at the close of
each quarter of the Fund's taxable year, at least 50% of the value of
its total assets must be represented by cash and cash items, U.S.
Government securities, securities of other RlCs and other securities,
with such other securities limited, in respect to any one issuer, to
an amount that does not exceed 5% of the value of the Fund's assets
and that does not represent more than 10% of the outstanding voting
securities of such issuer and (iv) at the close of each quarter of
the Fund's taxable year, not more than 25% of the value of its assets
may be invested in securities (other than U.S. Government securities
or the securities of other RlCs) of any one issuer or of two or more
issuers which the Fund controls and which are engaged in the same,
similar or related trades or businesses. Notwithstanding the
Distribution Requirement described above, which requires only that
the Fund distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net
capital gain (the excess of net long-term capital gain over net
short-term capital loss), the Fund will be subject to a nondeductible
4% federal excise tax to the extent that it fails to distribute by
the end of any calendar year 98% of its ordinary income for that year
and 98% of its capital gain net income (the excess of short- and
long-term capital gains over short- and long-term capital losses) for
the one-year period ending on October 31 of that year, plus certain
other amounts. The Fund intends to make sufficient distributions of
its ordinary income and capital gain net income prior to the end of
each calendar year to avoid liability for federal excise tax.
Any gain or loss recognized on a sale, redemption or exchange of
shares of the Fund by a non-exempt shareholder who is not a dealer in
securities generally will be treated as a long-term capital gain or
loss if the shares have been held for more than twelve months and
otherwise generally will be treated as a short-term capital gain or
loss. If shares of the Fund on which a net capital gain distribution
has been received are subsequently sold, redeemed or exchanged and
such shares have been held for six months or less, any loss
recognized will be treated as a long-term capital loss to the extent
of the long-term capital gain distribution.
In certain cases, the Fund will be required to withhold, and remit to
the United States Treasury, 31% of any distributions paid to a
shareholder who (1) has failed to provide a correct taxpayer
identification number, (2) is subject to backup withholding by the
Internal Revenue Service or (3) has not certified to the Fund that
such shareholder is not subject to backup withholding.
If the Fund fails to qualify as a RIC for any taxable year, it will
be subject to tax on its taxable income at regular corporate rates.
In such an event, all distributions from the Fund generally would be
eligible for the corporate dividend received deduction for corporate
shareholders.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
The Fund does not have an obligation to place orders with any
broker/dealer or group of broker/dealers in the execution of
transactions in portfolio securities. Subject to policies
established by the Trustees, the Adviser is responsible for placing
the orders to execute transactions for the Fund. In placing orders,
it is the policy of the Fund to seek to obtain the best net results
taking into account such factors as price (including the applicable
dealer spread), the size, type and difficulty of the transaction
involved, the firm's general execution and operational facilities,
and the firm's risk in positioning the securities involved. While
the Adviser generally seeks reasonably competitive spreads, the Fund
will not necessarily be paying the lowest spread available.
It is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made
through brokers or dealers. However, the Adviser may place portfolio
orders with qualified broker/dealers who recommend the Fund to
clients, and may, when a number of brokers and dealers can provide
best net results on a particular transaction, consider such
recommendations by a broker or dealer in selecting among
broker/dealers.
PERFORMANCE INFORMATION
In General
From time to time, the Fund may include general comparative
information, such as statistical data regarding inflation, securities
indices or the features or performance of alternative investments, in
advertisements, sales literature and reports to shareholders. The
Fund may also include calculations, such as hypothetical compounding
examples or tax-free compounding examples, which describe
hypothetical investment results in such communications. Such
performance examples will be based on an express set of assumptions
and are not indicative of the performance of the Fund.
From time to time, the total return of the Fund may be quoted in
advertisements, shareholder reports or other communications to
shareholders.
Performance information will be calculated separately for Class A
Shares and Class D Shares of the Fund and will vary due to the effect
of expense ratios on the performance calculations.
Total Return Calculation
The Fund computes average annual total return by determining the
average annual compounded rate of return during specified periods
that equate the initial amount invested to the ending redeemable
value of such investment. This is done by dividing the ending
redeemable value of a hypothetical $1,000 initial payment by $1,000
and raising the quotient to a power equal to one divided by the
number of years (or fractional portion thereof) covered by the
computation and subtracting one from the result. This calculation
can be expressed as follows:
Average Annual Total Return = P (1 + T)n = ERV
Where: ERV = ending redeemable value at the end of
the period covered by the computation
of a hypothetical $1,000 payment made at
the beginning of the period.
P = hypothetical initial payment of $1,000.
n = period covered by the computation,
expressed in terms of years.
T = average annual total return.
The Fund computes the aggregate total return by determining the
aggregate compounded rate of return during specified period that
likewise equate the initial amount invested to the ending redeemable
value of such investment. The formula for calculating aggregate
total return is as follows:
Aggregate Total Return = [ (ERV) - 1 ]
P
Where: ERV = ending redeemable value at the end of
the period covered by the computation
of a hypothetical $1,000 payment made at
the beginning of the period.
P = hypothetical initial payment of $1,000.
The calculations of average annual total return and aggregate total
return assume the reinvestment of all dividends and capital gain
distributions on the reinvestment dates during the period. The
ending redeemable value (variable "ERV" in each formula) is
determined by assuming complete redemption of the hypothetical
investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations.
Since performance will fluctuate, performance data for the Fund
should not be used to compare an investment in the Fund's shares with
bank deposits, savings accounts and similar investment alternatives
which often provide an agreed-upon or guaranteed fixed yield for a
stated period of time. Shareholders should remember that performance
is generally a function of the kind and quality of the instruments
held in a portfolio, portfolio maturity, operating expenses and
market conditions.
Performance and Advertisements
From time to time, in marketing and other fund literature, the Fund's
performance may be compared to the performance of other mutual funds
in general or to the performance of particular types of mutual funds
with similar investment goals, as tracked by independent
organizations. Among these organizations, Lipper Analytical
Services, Inc. ("Lipper"), a widely used independent research firm
which ranks mutual funds by overall performance, investment
objectives and assets, may be cited. Lipper performance figures are
based on changes in net asset value, with all income and capital
gains dividends reinvested. Such calculations do not include the
effect of any sales charges imposed by other funds. The Fund will be
compared to Lipper's appropriate fund category, that is, by fund
objective and portfolio holdings. The Fund's performance may also be
compared to the average performance of its Lipper category.
The Fund's performance may also be compared to the performance of
other mutual funds by Morningstar, Inc. ("Morningstar") which ranks
funds on the basis of historical risk and total return.
Morningstar's rankings range from five stars (highest) to one star
(lowest) and represent Morningstar's assessment of the historical
risk level and total return of a fund as a weighted average for
three, five and ten year periods. Ranks are not absolute or
necessarily predictive of future performance.
In assessing such comparisons of yield, return or volatility, an
investor should keep in mind that the composition of the investments
in the reported indices and averages is not identical to those of the
Fund, that the averages are generally unmanaged, and that the items
included in the calculations of such averages may not be identical to
the formula used by the Fund to calculate its figures.
OTHER INFORMATION
Limitation of Trustees' Liability
The Trust Instrument provides that a Trustee shall be personally
liable only to the Trust for any act, omission or obligation of the
Trust or Trustee. A Trustee will not be liable for any act or
omission of any officer, employee, agent or investment advisor of the
Trust. The Trust Instrument also provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses
incurred in connection with actual or threatened litigation in which
they may be involved because of their offices with the Trust unless
it is determined in the manner provided in the Trust Instrument that
they have not acted in good faith in the reasonable belief that their
actions were in the best interests of the Trust. However, nothing in
the Trust Instrument shall protect or indemnify a Trustee against any
liability for his or her willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties. All Trustee's
liability is further subject to the limitations imposed by the 1940
Act.
Independent Accountants
Ernst & Young LLP, 515 South Flower Street, Los Angeles, California,
90071, has been selected as the independent accountants for the Fund.
Ernst & Young LLP provides audit and tax services. The books of the
Fund will be audited at least once a year by Ernst & Young LLP.
Reports to Shareholders
Shareholders will receive unaudited semi-annual reports describing
the Fund's investment operations and annual financial statements
audited by the Fund's independent certified public accountants.
Inquiries regarding the Fund may be directed to the Adviser at
(310)553-6577.<PAGE>
BJURMAN TRUST
Form N-1A
Part C -- Other Information
Part C. Other Information
Item 24. Financial Statements and Exhibits.
(a) Financial Statements.
(To be filed by amendment.)
(b) Exhibits:
Exhibits filed pursuant to Form N-1A:
(1) Trust Instrument filed herewith.
(2) By-Laws are filed herewith.
(3) Voting Trust Agreement -- None
(4) All Instruments Defining the Rights of Holders--None
(5) Investment Advisory Contracts -- (To be filed by
Amendment.)
(6) Underwriting Agreement -- (To be filed by
Amendment.)
(7) Bonus, Profit Sharing, Pension or Other Similar
Contracts -- None
(8) Custodian Agreements -- (To be filed by
Amendment.)
(9) (a) Transfer Agent Services Agreement -- (To
be filed by Amendment.)
(b) Administration Agreement -- (To be filed
by Amendment.)
(c) Accounting Services Agreement -- (To be
filed by Amendment.)
(10) (a) Opinion and Consent of Heller Ehrman
White & McAuliffe regarding the legality
of the securities being issued -- (To be
filed by Amendment.)
(11) Consent of Independent Auditors -- (To be filed
by Amendment.)
(12) Financial Statements Omitted from Item 23.-- None
(13) Agreements or Understandings Made in
Consideration for Providing the Initial Capital-- None
(14) Model Plan -- None
(15) (a) Plan of Distribution pursuant to Rule
12b-1 with respect to Class A Shares --
(To be filed by Amendment.)
(b) Plan of Distribution pursuant to Rule
12b-1 with respect to Class D Shares --
(To be filed by Amendment.)
(16) Schedule for Computation of Performance
Quotations -- None.
(17) Financial Data Schedule -- None.
(18) Plan of Distribution pursuant to Rule 18f-3 with
respect to Multiple Class Shares -- (To be filed
by Amendment.)
(19) Trustees' Powers of Attorney -- (To be filed by
Amendment.)
Item 25. Persons Controlled by or Under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
None.
Item 27. Indemnification.
Reference is made to Article X of the Registrant's Trust
Instrument (filed herewith as Exhibit 1.)
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the Registrant by the Registrant
pursuant to the Trust's Trust Instrument, its By-Laws or
otherwise, the Registrant is aware that in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and, therefore,
is unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by trustees, officers or controlling
persons of the Registrant in connection with the successful
defense of any act, suit or proceeding) is asserted by such
trustees, officers or controlling persons in connection with
shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issues.
Item 28. Business and Other Connections of Investment Adviser.
George D. Bjurman & Associates, 10100 Santa Monica Boulevard,
Los Angeles, California 90067-4103 provides investment
advisory services to individual and institutional investors,
and as of November, 1996 had approximately $2.5 billion in
assets under management.
For information as to any other business, vocation or
employment of a substantial nature in which each Trustee or
officer of the Registrant's investment adviser has been
engaged for his own account or in the capacity of Trustee,
officer, employee, partner or trustee, reference is made to
Form ADV (File #801- ) filed by it under the
Investment Advisers Act of 1940.
Item 29. Principal Underwriter.
(a) FPS Broker Services, Inc. ("FPSB"), the principal
underwriter for the Registrant's securities,
currently acts as principal underwriter for the
following entities:
The Brinson Funds, Inc.
Chicago Trust Funds
Fairport Funds
First Mutual Funds
Focus Trust, Inc.
IAA Trust Mutual Funds
Matthews International Funds
McM Funds
Polynous Trust
Sage/Tso Trust
Smith Breeden Series Fund
Smith Breeden Short Duration U.S. Government Fund
Smith Breeden Trust
The Stratton Funds, Inc.
The Japan Alpha Fund
Stratton Growth Fund, Inc.
Stratton Monthly Dividend Shares, Inc.
The Timothy Plan
(b) The table below sets forth certain information as to
the Underwriter's Directors, Officers and Control
Persons:
Position Position and
Name and Principal and Offices Offices with
Business Address with Underwriter Registrant
Kenneth J. Kempf Director and None
3200 Horizon Drive President
P.O. Box 61503
King of Prussia, PA 19406-0903
Lynne M. Cannon Vice President None
3200 Horizon Drive and Principal
P.O. Box 61503
King of Prussia, PA 19406-0903
Rocky C. Cavalieri Director and None
3200 Horizon Drive Vice President
P.O. Box 61503
King of Prussia, PA 19406-0903
Gerald J. Holland Director, Senior None
3200 Horizon Drive Vice President
P.O. Box 61503 and Principal
King of Prussia, PA 19406-0903
Joseph M. O'Donnell, Director and None
Esq. Vice President
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903
Sandra L. Adams Assistant Vice None
3200 Horizon Drive President
P.O. Box 61503 and Principal
King of Prussia, PA 19406-0903
Mary P. Efstration Secretary None
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903
John H. Leven Treasurer None
3200 Horizon Drive
P.O. Box 61503
King of Prussia, PA 19406-0903
James W. Stratton may be considered a control person of the
Underwriter due to his direct or indirect ownership of FPS Services,
Inc., the parent of the Underwriter.
(c) Not Applicable.
Item 30. Location of Accounts and Records.
All records described in Section 31(a) of the 1940 Act and
the Rules 17 CFR 270.31a-1 to 31a-3 promulgated thereunder,
are maintained by the Trust's Investment Adviser, George D.
Bjurman & Associates, 10100 Santa Monica Boulevard, Los
Angeles, California 90067-4103, except for those maintained
by the Fund's Custodian, The Bank of New York, 277 Park
Avenue, New York, New York 10172 and the Trust's
Administrator, Transfer Agent and Fund Accounting Services
Agent, FPS Services Inc., 3200 Horizon Drive, P.O. Box 61503,
King of Prussia, PA 19428.
Item 31. Management Services.
There are no management-related service contracts not
discussed in Part A or Part B.
Item 32. Undertakings.
(a) Registrant hereby undertakes to file an amendment to
this Registration Statement with certified financial
statements showing the initial capital received
before accepting subscriptions from any person in
excess of 25 if Registrant proposes to raise its
initial capital pursuant to Section 14(a)(3) of the
1940 Act.
(b) Registrant hereby undertakes to file a post-effective
amendment within four to six months from the
effective date of this Registration Statement under
the Securities Act of 1933. Registrant understands
that such post-effective amendment will contain
reasonably current financial statements which need
not be certified by independent public accountants.
(c) Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered with a copy of the
Registrant's latest Annual Report to Shareholders
upon request and without charge.
(d) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting
upon the question of removal of any director or
directors when requested in writing to do so by the
record holders of not less than 10 percent of the
Registrant's outstanding shares and to assist its
shareholders in accordance with the requirements of
Section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, and State of
California on the 13th day of November, 1996.
Bjurman Trust
Registrant
By /s/ G. Andrew Bjurman
G. Andrew Bjurman
Trustee
By /s/ O. Thomas Barry, III
O. Thomas Barry, III
Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement of Bjurman Trust has been signed below by the
following persons in the capacities and on the date indicated.
Signature Capacity Date
/s/ G. Andrew Bjurman Trustee 11/13/96
G. Andrew Bjurman
/s/ O. Thomas Barry, III Trustee 11/13/96
O. Thomas Barry, III
/s/ G. Andrew Bjurman As Co-President 11/13/96
G. Andrew Bjurman
/s/ O. Thomas Barry, III As Co-President 11/13/96
O. Thomas Barry, III
<PAGE>
BJURMAN TRUST
Index to Exhibits to Form N-1A
Exhibit Page
(1) Trust Instrument. . . . . . . . . . . . . . .
(2) By-Laws . . . . . . . . . . . . . . . . . . .
Bjurman Trust
Trust Instrument Dated: September 26, 1996
Principal Place of Business:
10100 Santa Monica Boulevard
Los Angeles, California 90067-4103
<PAGE>
Table of Contents
Page
Article I - Name and Definitions 1
Section 1.1 Name 1
Section 1.2 Definitions 1
ARTICLE II - Beneficial Interest 1
Section 2.1 Shares of Beneficial Interest
Section 2.2 Issuance of Shares 2
Section 2.3 Register of Shares and Share Certificates 2
Section 2.4 Transfer of Shares 2
Section 2.5 Treasury Shares 2
Section 2.6 Establishment of Series 2
Section 2.7 Investment in the Trust 3
Section 2.8 Assets and Liabilities of Series 3
Section 2.9 No Preemptive Rights 4
Section 2.10 Personal Liability of Shareholders 4
Section 2.11 Assent to Trust Instrument 4
ARTICLE III - the Trustees 4
Section 3.1 Management of the Trust 4
Section 3.2 Initial Trustee 4
Section 3.3 Term of Office of Trustees 4
Section 3.4 Vacancies and Appointment of Trustees 5
Section 3.5 Temporary Absence of Trustee 5
Section 3.6 Number of Trustees 5
Section 3.7 Effect of Death, Resignation, Etc.
of a Trustee 5
Section 3.8 Ownership of Assets of the Trust 5
ARTICLE IV - Powers of the Trustees
Section 4.1 Powers 5
Section 4.2 Issuance and Repurchase of Shares 7
Section 4.3 Trustees and Officers as Shareholders 7
Section 4.4 Action by the Trustees and Committees 8
Section 4.5 Chairman of the Trustees 8
Section 4.6 Principal Transactions 8
ARTICLE V - Expenses of the Trust 8
Section 5.1 General 8
Section 5.2 Expenses of Series 8
Section 5.3 Trustee Reimbursement 8
ARTICLE VI - Investment Adviser, Principal Underwriter,
Administrator and Transfer Agent 9
Section 6.1 Investment Adviser 9
Section 6.2 Principal Underwriter 9
Section 6.3 Administrator 9
Section 6.4 Transfer Agent 9
Section 6.5 Parties to Contract 9
ARTICLE VII - Shareholders' Voting Powers and Meetings 10
Section 7.1 Voting Powers 10
Section 7.2 Meetings 10
Section 7.3 Quorum and Required Vote 10
Section 7.4 Action by Written Consent 11
ARTICLE VIII - Custodian 11
Section 8.1 Appointment and Duties 11
Section 8.2 Central Certificate System 11
ARTICLE IX - Distributions and Redemptions 11
Section 9.1 Distributions 11
Section 9.2 Redemptions 12
Section 9.3 Determination of Net Asset Value and
Valuation of Portfolio Assets 12
Section 9.4 Suspension of the Right of Redemption 12
Section 9.5 Redemption of Shares in Order to Qualify as
Regulated Investment Company 13
ARTICLE X - Limitation of Liability and Indemnification 13
Section 10.1 Limitation of Liability 13
Section 10.2 Indemnification 13
Section 10.3 Shareholders 13
ARTICLE XI - Miscellaneous 14
Section 11.1 Trust Not a Partnership 14
Section 11.2 Trustees' Good Faith Action, Expert Advice,
No Bond or Surety 14
Section 11.3 Establishment of Record Dates 14
Section 11.4 Termination of Trust or Series 14
Section 11.5 Reorganization 15
Section 11.6 Filing of Copies, References, Headings 15
Section 11.7 Applicable Law 15
Section 11.8 Amendments 16
Section 11.9 Fiscal Year 16
Section 11.1 Use of Name "Bjurman Trust" 16
Section 11.11 Provisions in Conflict with Law 16
<PAGE>
Bjurman Trust
TRUST INSTRUMENT, made this 26th day of September, 1996 by G.
Andrew Bjurman and O. Thomas Barry, III (each a "Trustee").
WHEREAS, the Trustee desires to establish a business trust
under the Delaware Business Trust Act for the investment and
reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustee declares that all money and
property contributed to the trust hereunder shall be held and managed
in trust under this Trust Instrument as herein set forth below.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1 Name. The name of the trust created hereby is the
"Bjurman Trust".
Section 1.2 Definitions. Wherever used herein, unless otherwise
required by the context or specifically provided:
(a) "By-laws" means the by-laws referred to in Article
IV, Section 4.1(e) hereof, as from time to time amended;
(b) The "1940 Act" refers to the Investment Company Act
of 1940, as amended from time to time.
The terms "Affiliated Person," "Assignment,"
"Commission," "Interested Person" and "Principal Underwriter" shall
have the meanings given them in the 1940 Act. "Majority Shareholder
Vote" shall have the same meaning as the term "vote of a majority of
the outstanding voting securities" is given in the 1940 Act;
(d) "Net Asset Value" means the net asset value of each
Series of the Trust determined in the manner provided in Article IX,
Section 9.3 hereof;
(e) "Outstanding Shares" means those Shares recorded from
time to time in the books of the Trust or its Transfer Agent as then
issued and outstanding, but shall not include Shares which have been
redeemed or repurchased by the Trust and which are at the time held
in the treasury of the Trust;
(f) "Series" or "Class" mean a separate series or Class
of Shares of the Trust established in accordance with the provisions
of Article II, Section 2.6 hereof;
(g) "Shareholder" means a record owner of Outstanding
Shares of the Trust;
(h) "Shares" means the equal proportionate transferable
units of beneficial interest into which the beneficial interest of
each Series of the Trust or Class thereof shall be divided and may
include fractions of Shares as well as whole Shares;
(I) The "Trust" refers to Bjurman Trust and reference to
the Trust, when applicable to one or more Series of the Trust, shall
refer to any such Series;
(j) The "Trustee" or "Trustees" means the person or
persons who has or have signed this Trust Instrument, so long as such
person or persons shall continue in office in accordance with the
terms hereof, and all other persons who may from time to time be duly
qualified and serving as Trustees in accordance with the provisions
of Article III hereof and reference herein to a Trustee or to the
Trustees shall refer to the individual Trustees in their capacity as
Trustees hereunder;
(k) "Trust Property" means any and all property, real or
personal, tangible or intangible, which is owned or held by or for
the account of one or more of the Trust or any Series, or the
Trustees on behalf of the Trust or any Series.
ARTICLE II
BENEFICIAL INTEREST
Section 2.1 Shares of Beneficial Interest. The beneficial
interest in the Trust shall be divided into such transferable Shares
of one or more separate and distinct Series or Classes of a Series as
the Trustees shall from time to time create and establish. The number
of Shares of each Series, and Class thereof, authorized hereunder is
unlimited. Each Share shall have no par value. All Shares issued
hereunder, including, without limitation, Shares issued in connection
with a dividend in Shares or a split or reverse split of Shares,
shall be fully paid and nonassessable.
Section 2.2 Issuance of Shares. The Trustees in their
discretion may, from time to time, without vote of the Shareholders,
issue Shares to such party or parties and for such amount and type of
consideration, subject to applicable law, including cash or
securities (including Shares of a different Series), at such time or
times and on such terms as the Trustees may deem appropriate, and may
in such manner acquire other assets (including the acquisitions of
assets subject to, and in connection with, the assumption of
liabilities). In connection with any issuance of Shares, the Trustees
may issue fractional Shares and Shares held in the treasury. The
Trustees may from time to time divide or combine the Shares of any
Series or Class into a greater or lesser number without thereby
changing the proportionate beneficial interests in the Trust.
Section 2.3 Register of Shares and Share Certificates. A
register shall be kept at the principal office of the Trust or an
office of the Trust's transfer agent which shall contain the names
and addresses of the Shareholders of each Series, the number of
Shares of that Series (or any Class or Classes thereof) held by them
respectively and a record of all transfers thereof. As to Shares for
which no certificate has been issued, such register shall be
conclusive as to who are the holders of the Shares and who shall be
entitled to receive dividends or other distributions or otherwise to
exercise or enjoy the rights of Shareholders. No Shareholder shall be
entitled to receive payment of any dividend or other distribution,
nor to have notice given to him as herein or in the By-laws provided,
until he has given his address to the transfer agent or such other
officer or agent of the Trustees as shall keep the said register for
entry thereon. The Trustees, in their discretion, may authorize the
issuance of share certificates and promulgate appropriate rules and
regulations as to their use. In the event that one or more
certificates are issued, whether in the name of a shareholder or a
nominee, such certificate or certificates shall constitute evidence
of ownership of Shares for all purposes, including transfer,
assignment or sale of such Shares, subject to such limitations as the
Trustees may, in their discretion, prescribe.
Section 2.4 Transfer of Shares. Except as otherwise provided by
the Trustees, Shares shall be transferable on the records of the
Trust only by the record holder thereof or by his agent thereunto
duly authorized in writing, upon delivery to the Trustees or the
Trust's transfer agent of a duly executed instrument of transfer,
together with a Share certificate, if one is outstanding, and such
evidence of the genuineness of each such execution and authorization
and of such other matters as may be required by the Trustees. Upon
such delivery the transfer shall be recorded on the register of the
Trust. Until such record is made, the Shareholder of record shall be
deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor the Trust, nor any transfer agent or
registrar nor any officer, employee or agent of the Trust shall be
affected by any notice of the proposed transfer.
Section 2.5 Treasury Shares. Shares held in the treasury shall,
until reissued pursuant to Section 2.2 hereof, not confer any voting
rights on the Trustees, nor shall such Shares be entitled to any
dividends or other distributions declared with respect to the Shares.
Section 2.6 Establishment of Series and Classes. The Trust
created hereby shall consist of one or more Series and, within each
Series, one or more Classes of shares. All references herein to
Series shall be deemed to apply to Classes as appropriate if more
than one Class is established for any Series. Separate and distinct
records shall be maintained by the Trust for each Series and the
assets associated with any such Series shall be held and accounted
for separately from the assets of the Trust or any other Series. The
Trustees shall have full power and authority, in their sole
discretion, and without obtaining any prior authorization or vote of
the Shareholders of any Series of the Trust, to establish and
designate and to change in any manner any such Series of Shares or
any Classes of initial or additional Series and to fix such
preferences, voting powers, rights and privileges of such Series or
Classes thereof as the Trustees may from time to time determine, to
divide or combine the Shares or any Series or Classes thereof into a
greater or lesser number, to classify or reclassify any issued Shares
or any Series or Classes thereof into one or more Series or Classes
of Shares, and to take such other action with respect to the Shares
as the Trustees may deem desirable. The establishment and designation
of any Series shall be effective upon the adoption of a resolution by
the Trustees setting forth such establishment and designation and the
relative rights and preferences of the Shares of such Series. A
Series may issue any number of Shares and need not issue shares.
All references to Shares in this Trust Instrument shall be
deemed to be Shares of any or all Series, or Classes thereof, as the
context may require. All provisions herein relating to the Trust
shall apply equally to each Series of the Trust, and each Class
thereof, except as the context otherwise requires.
Each Share of a Series of the Trust shall represent an equal
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series shall be entitled to receive distributions of
income and capital gains, if any, which are made with respect to such
Series and which are attributable to such Shares. Upon redemption of
Shares, such Shareholder shall be paid solely out of the funds and
property of such Series of the Trust.
Section 2.7 Investment in the Trust. The Trustees shall accept
investments in any Series of the Trust from such persons and on such
terms as they may from time to time authorize. At the Trustees'
discretion, such investments, subject to applicable law, may be in
the form of cash or securities in which the affected Series is
authorized to invest, valued as provided in Article IX, Section 9.3
hereof. Investments in a Series shall be credited to each
Shareholder's account in the form of full or fractional Shares at the
Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) fix the Net Asset Value per Share of the initial
capital contribution, or (b) impose sales or other charges upon
investments in the Trust.
Section 2.8 Assets and Liabilities of Series. All consideration
received by the Trust for the issue or sale of Shares of a particular
Series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be,
shall be held and accounted for separately from the other assets of
the Trust and of every other Series and may be referred to herein as
"assets belonging to" that Series. The assets belonging to a
particular Series shall belong to that Series for all purposes, and
to no other Series, subject only to the rights of creditors of that
Series. In addition, any assets, income, earnings, profits or funds,
or payments and proceeds with respect thereto, which are not readily
identifiable as belonging to any particular Series shall be allocated
by the Trustees between and among one or more of the Series in such
manner as the Trustees, in their sole discretion, deem fair and
equitable. Each such allocation shall be conclusive and binding upon
the Shareholders of all Series for all purposes, and such assets,
income, earnings, profits or funds, or payments and proceeds with
respect thereto shall be assets belonging to that Series. The assets
belonging to a particular Series shall be so recorded upon the books
of the Trust, and shall be held by the Trustees in trust for the
benefit of the holders of Shares of that Series. The assets belonging
to each particular Series shall be charged with the liabilities of
that Series and all expenses, costs, charges and reserves
attributable to that Series. Any general liabilities, expenses,
costs, charges or reserves of the Trust which are not readily
identifiable as belonging to any particular Series shall be allocated
and charged by the Trustees between or among any one or more of the
Series in such manner as the Trustees in their sole discretion deem
fair and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Series for all purposes. Without
limitation of the foregoing provisions of this Section 2.8, but
subject to the right of the Trustees in their discretion to allocate
general liabilities, expenses, costs, charges or reserves as herein
provided, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular
Series shall be enforceable against the assets of such Series only,
and not against the assets of the Trust generally. Notice of this
contractual limitation on inter-Series liabilities shall be set forth
in the certificate of trust of the Trust (whether originally or by
amendment) as filed or to be filed in the Office of the Secretary of
State of the State of Delaware pursuant to the Delaware Business
Trust Act (the "Act"), and upon the giving of such notice in the
certificate of trust, the statutory provisions of the Act relating to
limitations on inter-Series liabilities (and the statutory effect
under the Act of setting forth such notice in the certificate of
trust) shall become applicable to the Trust and each Series. Any
person extending credit to, contracting with or having any claim
against any Series may satisfy or enforce any debt, liability,
obligation or expense incurred, contracted for or otherwise existing
with respect to that Series from the assets of that Series only. No
Shareholder or former Shareholder of any Series shall have a claim on
or any right to any assets allocated or belonging to any other
Series.
Section 2.9 No Preemptive Rights. Shareholders shall have no
preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or the Trustees, whether of the
same or other Series.
Section 2.10 Personal Liability of Shareholders. Each
Shareholder of the Trust and of each Series shall not be personally
liable for the debts, liabilities, obligations and expenses incurred
by, contracted for, or otherwise existing with respect to, the Trust
or by or on behalf of any Series. The Trustees shall have no power to
bind any Shareholder personally or to call upon any Shareholder for
the payment of any sum of money or assessment whatsoever other than
such as the Shareholder may at any time personally agree to pay by
way of subscription for any Shares or otherwise. Every note, bond,
contract or other undertaking issued by or on behalf of the Trust or
the Trustees relating to the Trust or to a Series shall include a
recitation limiting the obligation represented thereby to the Trust
or to one or more Series and its or their assets (but the omission of
such a recitation shall not operate to bind any Shareholder or
Trustee of the Trust).
Section 2.11 Assent to Trust Instrument. Every Shareholder, by
virtue of having purchased or otherwise acquired a Share, shall
become a Shareholder and shall be held to have expressly assented and
agreed to be bound by the terms hereof.
ARTICLE III
THE TRUSTEES
Section 3.1 Management of the Trust. The Trustees shall have
exclusive and absolute control over the Trust Property and over the
business of the Trust to the same extent as if the Trustees were the
sole owners of the Trust Property and business in their own right,
but with such powers of delegation as may be permitted by this Trust
Instrument. The Trustees shall have power to conduct the business of
the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the State of Delaware,
in any and all states of the United States of America, in the
District of Columbia, in any and all commonwealths, territories,
dependencies, colonies, or possessions of the United States of
America, and in any foreign jurisdiction and to do all such other
things and execute all such instruments as they deem necessary,
proper or desirable in order to promote the interests of the Trust
although such things are not herein specifically mentioned. Any
determination as to what is in the interests of the Trust made by the
Trustees in good faith shall be conclusive. In construing the
provisions of this Trust Instrument, the presumption shall be in
favor of a grant of power to the Trustees.
The enumeration of any specific power in this Trust Instrument
shall not be construed as limiting the aforesaid power. The powers of
the Trustees may be exercised without order of or resort to any
court.
Except for the Trustee named herein or Trustees appointed to
fill vacancies pursuant to Section 3.4 of this Article III, the
Trustees shall be elected by the Shareholders owning of record a
plurality of the Shares voting at a meeting of Shareholders.
Section 3.2 Initial Trustee. The initial Trustee shall be the
person named herein.
Section 3.3 Term of Office of Trustees. The Trustees shall hold
office during the existence of this Trust, and until its termination
as herein provided; except (a) that any Trustee may resign his trust
by written instrument signed by him and delivered to the Chairman,
President, Secretary, or other Trustees of the Trust, which shall
take effect upon such delivery or upon such later date as is
specified therein; (b) that any Trustee may be removed at any time by
written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal, specifying the date when such removal
shall become effective; that any Trustee who requests in writing to
be retired or who has died, become physically or mentally
incapacitated by reason of disease or otherwise, or is otherwise
unable to serve, may be retired by written instrument signed by a
majority of the other Trustees, specifying the date of his
retirement; and (d) that a Trustee may be removed at any meeting of
the Shareholders of the Trust by a vote of Shareholders owning at
least two-thirds of the outstanding Shares.
Section 3.4 Vacancies and Appointment of Trustees. In case of
the declination to serve, death, resignation, retirement, removal,
physical or mental incapacity by reason of disease or otherwise of a
Trustee, or a Trustee is otherwise unable to serve, or an increase in
the number of Trustees, a vacancy shall occur. Whenever a vacancy in
the Board of Trustees shall occur, until such vacancy is filled, the
other Trustees shall have all the powers hereunder and the
certificate of the other Trustees of such vacancy shall be
conclusive. In the case of an existing vacancy, the remaining
Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit consistent with the
limitations under the 1940 Act.
An appointment of a Trustee may be made by the Trustees then in
office in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at
or after the effective date of said retirement, resignation or
increase in number of Trustees. As soon as any Trustee appointed
pursuant to this Section 3.4 shall have accepted this trust, he shall
be deemed a Trustee hereunder.
Section 3.5 Temporary Absence of Trustee. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six
months at any one time to any other Trustee or Trustees, provided
that in no case shall less than two Trustees personally exercise the
other powers hereunder except as herein otherwise expressly provided.
Section 3.6 Number of Trustees. The number of Trustees shall be
one, or such other number as shall be fixed from time to time by the
Trustees.
Section 3.7 Effect of Death, Resignation, Etc. of a Trustee.
The declination to serve, death, resignation, retirement, removal,
incapacity, or inability of the Trustees, or any one of them, shall
not operate to terminate the Trust or to revoke any existing agency
created pursuant to the terms of this Trust Instrument.
Section 3.8 Ownership of Assets of the Trust. Legal title in
and beneficial ownership of all of the assets of the Trust shall at
all times be considered as vested in the Trust, except that the
Trustees may cause legal title in and beneficial ownership of any
Trust Property to be held by, or in the name of one or more of the
Trustees acting for and on behalf of the Trust, or in the name of any
person as nominee acting for and on behalf of the Trust. No
Shareholder shall be deemed to have a severable ownership interest in
any individual asset of the Trust or of any Series or any right of
partition or possession thereof, but each Shareholder shall have,
except as otherwise provided for herein, a proportionate undivided
beneficial interest in the Trust or Series. The Shares shall be
personal property giving only the rights specifically set forth in
this Trust Instrument. The Trust, or at the determination of the
Trustees one or more of the Trustees or a nominee acting for and on
behalf of the Trust, shall be deemed to hold legal title and
beneficial ownership of any income earned on securities of the Trust
issued by any business entities formed, organized, or existing under
the laws of any jurisdiction, including the laws of any foreign
country.
ARTICLE IV
POWERS OF THE TRUSTEES
Section 4.1 Powers. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the
Shareholders. The Trustees shall have full power and authority to do
any and all acts and to make and execute any and all contracts and
instruments that they may consider necessary or appropriate in
connection with the management of the Trust. The Trustees shall have
full authority and power to make any and all investments which they,
in their sole discretion, shall deem proper to accomplish the purpose
of this Trust. Subject to any applicable limitation in this Trust
Instrument, the Trustees shall have power and authority:
(a) To invest and reinvest cash and other property, and
to hold cash or other property uninvested, and to sell, exchange,
lend, pledge, mortgage, hypothecate, write options on and lease any
or all of the assets of the Trust;
(b) To operate as and carry on the business of an
investment company, and exercise all the powers necessary and
appropriate to the conduct of such business;
(c) To borrow money and in this connection issue notes or
other evidence of indebtedness; to secure borrowings by mortgaging,
pledging or otherwise subjecting as security the Trust Property; to
endorse, guarantee, or undertake the performance of an obligation or
engagement of any other person and to lend Trust Property;
(d) To provide for the distribution of interests of the
Trust either through a Principal Underwriter in the manner
hereinafter provided for or by the Trust itself, or both, or
otherwise pursuant to a plan of distribution of any kind;
(e) To adopt By-laws not inconsistent with this Trust
Instrument providing for the conduct of the business of the Trust and
to amend and repeal them to the extent that they do not reserve that
right to the Shareholders, which By-laws shall be deemed a part of
this Trust Instrument and are incorporated herein by reference;
(f) To elect and remove such officers and appoint and
terminate such agents as they consider appropriate;
(g) To appoint custodians of any assets of the Trust,
subject to the 1940 Act and to any conditions set forth in this Trust
Instrument;
(h) To retain one or more transfer agents and shareholder
servicing agents, or both;
(I) To set record dates in the manner provided herein or
in the By-laws;
(j) To delegate such authority (which delegation may
include the power to subdelegate) as they consider desirable to any
officers of the Trust and to any investment adviser, manager,
administrator, custodian, underwriter or other agent or independent
contractor;
(k) To purchase and pay for entirely out of Trust
Property such insurance as they may deem necessary or appropriate for
the conduct of the business of the Trust, including insurance
policies insuring the Trust Property and payment of distributions and
principal on its investments, and insurance policies insuring the
Shareholders, Trustees, officers, representatives, employees, agents,
investment advisers, managers, administrators, custodians,
underwriters, or independent contractors of the Trust individually
against all claims and liabilities of every nature arising by reason
of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any
such person in such capacity, including any action taken or omitted
that may be determined to constitute negligence, whether or not the
Trust would have the power to indemnify such person against such
liability.
(l) To sell or exchange any or all of the assets of the
Trust or terminate and liquidate any Series of the Trust, subject to
the provisions of Article XI, Section 11.4(b) hereof;
(m) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property; and
to execute and deliver powers of attorney to such person or persons
as the Trustees shall deem proper, granting to such person or persons
such power and discretion with relation to securities or property as
the Trustees shall deem proper;
(n) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities;
(o) To hold any security or property in a form not
indicating any trust, whether in bearer, book entry, unregistered or
other negotiable form; or either in the name of the Trust or in the
name of a custodian or a nominee or nominees;
(p) To establish separate and distinct Series (and
Classes), with separately defined investment objectives and policies
and distinct investment purposes in accordance with the provisions of
Article II hereof and to establish Classes of such Series having
relative rights, powers and duties as they may provide consistent
with applicable law;
(q) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which is held in the Trust; to consent to
any contract, lease, mortgage, purchase, or sale of property by such
corporation or concern, and to pay calls or subscriptions with
respect to any security held in the Trust;
(r) To compromise, arbitrate, or otherwise adjust claims
in favor of or against the Trust or any matter in controversy
including, but not limited to, claims for taxes;
(s) To make distributions of income and of capital gains
to Shareholders in the manner hereinafter provided;
(t) To establish, from time to time, a minimum investment
for Shareholders in the Trust or in one or more Series or Class, and
to require the redemption of the Shares of any Shareholders whose
investment is less than such minimum upon giving notice to such
Shareholder;
(u) To establish one or more committees composed of one
or more of the Trustees, and to delegate any of the powers of the
Trustees to said committees, subject to the provisions of the 1940
Act. Notwithstanding the provisions of this Article IV, and in
addition to such provisions or any other provision of this Trust
Instrument or of the Bylaws, the Trustees may by resolution appoint a
committee consisting of less than the whole number of Trustees then
in office, which committee may be empowered to act for and bind the
Trustees and the Trust, as if the acts of such committee were the
acts of all the Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement, review or
investigation of any action, suit or proceeding which shall be
pending or threatened to be brought before any court, administrative
agency or other adjudicative body;
(v) To interpret the investment policies, practices or
limitations of any Series;
(w) To establish a registered office and have a
registered agent in the state of Delaware; and
(x) In general to carry on any other business in
connection with or incidental to any of the foregoing powers, to do
everything necessary, suitable or proper for the accomplishment of
any purpose or the attainment of any object or the furtherance of any
power hereinbefore set forth, either alone or in association with
others, and to do every other act or thing incidental or appurtenant
to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objects and
powers, and the foregoing enumeration of specific powers shall not be
held to limit or restrict in any manner the general powers of the
Trustees. Any action by one or more of the Trustees in their capacity
as such hereunder shall be deemed an action on behalf of the Trust or
the applicable Series, and not an action in an individual capacity.
No one dealing with the Trustees shall be under any obligation
to make any inquiry concerning the authority of the Trustees, or to
see to the application of any payments made or property transferred
to the Trustees or upon their order.
Section 4.2 Issuance and Repurchase of Shares. The Trustees
shall have the power to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, exchange, and
otherwise deal in Shares and, subject to the provisions set forth in
Article II and Article IX, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any
funds or property of the Trust, or the particular Series of the
Trust, with respect to which such Shares are issued.
Section 4.3 Trustees and Officers as Shareholders. Any Trustee,
officer or other agent of the Trust may acquire, own and dispose of
Shares to the same extent as if such person were not a Trustee,
officer or agent; and the Trustees may issue and sell or cause to be
issued and sold Shares to and buy such Shares from any such person or
any firm or company in which such person is interested, subject to
the general limitations herein contained as to the sale and purchase
of such Shares.
Section 4.4 Action by the Trustees and Committees. The Trustees
(and any committee thereof) may act at a meeting held in person or in
whole or in part by conference telephone equipment or other
communications technology. One-third, but (except at such times as
there is only one Trustee) no less than two, of the Trustees shall
constitute a quorum at any meeting. Except as the Trustees may
otherwise determine, one-third of the members of any committee shall
constitute a quorum at any meeting. The vote of a majority of the
Trustees (or committee members) present at a meeting at which a
quorum is present shall be the act of the Trustees (or any committee
thereof). The Trustees (and any committee thereof) may also act by
written consent signed by a majority of the Trustees (or committee
members). Regular meetings of the Trustees may be held at such places
and at such times as the Trustees may from time to time determine.
Special meetings of the Trustees (and meetings of any committee
thereof) may be called orally or in writing by the Chairman of the
Board of Trustees (or the chairman of any committee thereof) or by
any two other Trustees. Notice of the time, date and place of all
meetings of the Trustees (or any committee thereof) shall be given by
the party calling the meeting to each Trustee (or committee member)
by telephone, telefax, or telegram sent to the person's home or
business address at least twenty-four hours in advance of the meeting
or by written notice mailed to the person's home or business address
at least seventy-two hours in advance of the meeting. Notice of all
proposed written consents of Trustees (or committees thereof) shall
be given to each Trustee (or committee member) by telephone, telefax,
telegram, or first Class mail sent to the person's home or business
address. Notice need not be given to any person who attends a meeting
without objecting to the lack of notice or who executes a written
consent or a written waiver of notice with respect to a meeting.
Written consents or waivers may be executed in one or more
counterparts. Execution of a written consent or waiver and delivery
thereof may be accomplished by telefax.
Section 4.5 Chairman of the Trustees. The Trustees shall
appoint one of their number to be Chairman of the Board of Trustees.
The Chairman shall preside at all meetings of the Trustees at which
he is present and may be (but is not required to be) the chief
executive officer of the Trust.
Section 4.6 Principal Transactions. Except to the extent
prohibited by applicable law, the Trustees may, on behalf of the
Trust, buy any securities from or sell any securities to, or lend any
assets of the Trust to, any Trustee or officer of the Trust or any
firm of which any such Trustee or officer is a member acting as
principal, or have any such dealings with any investment adviser,
distributor or transfer agent for the Trust or with any Interested
Person of such person; and the Trust may employ any such person, or
firm or company in which such person is an Interested Person, as
broker, legal counsel, registrar, investment adviser, distributor,
transfer agent, dividend disbursing agent, custodian or in any other
capacity upon customary terms.
ARTICLE V
EXPENSES OF THE TRUST
Section 5.1 General. The Trustees shall have the power to incur
and pay or be reimbursed from the assets of the Trust or the assets
of the appropriate Series any expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes
of the Trust or such Series, and to pay reasonable compensation from
the funds of the Trust to themselves as Trustees. The Trustees shall
fix the compensation of all officers, employees and Trustees, and
shall be reimbursed from the assets of the Trust or the assets of the
appropriate Series for expenses reasonably incurred by themselves on
behalf of the Trust.
Section 5.2 Expenses of Series. The Trustees shall have the
power to allocate and charge all expenses which are not readily
identifiable as belonging to any particular Series (or Class) between
or among any one or more of the Series (or Class) as set forth in
Article II, Section 2.8 of this Trust Instrument.
Section 5.3 Trustee Reimbursement. Subject to the provisions
of Article II, Section 2.8 hereof, the Trustees shall be reimbursed
from the Trust estate or the assets belonging to the appropriate
Series (or Class) for their expenses and disbursements, including,
without limitation, fees and expenses of Trustees who are not
Interested Persons of the Trust, interest expense, taxes, fees and
commissions of every kind, expenses of pricing Trust portfolio
securities, expenses of issue, repurchase and redemption of shares,
including expenses attributable to a program of periodic repurchases
or redemptions, expenses of registering and qualifying the Trust and
its Shares under Federal and State laws and regulations or under the
laws of any foreign jurisdiction, charges of third parties, including
investment advisers, managers, custodians, transfer agents, portfolio
accounting and/or pricing agents, and registrars, expenses of
preparing and setting up in type prospectuses and statements of
additional information and other related Trust documents, expenses of
printing and distributing prospectuses sent to existing Shareholders,
auditing and legal expenses, reports to Shareholders, expenses of
meetings of Shareholders and proxy solicitations therefor, insurance
expenses, association membership dues and for such non-recurring
items as may arise, including litigation to which the Trust (or a
Trustee acting as such) is a party, and for all losses and
liabilities by them incurred in administering the Trust, and for the
payment of such expenses, disbursements, losses and liabilities the
Trustees shall have a lien on the assets belonging to the appropriate
Series, or in the case of and expense allocable to more than one
Series, on the assets of each such Series, prior to any rights or
interests of the Shareholders thereto. This section shall not
preclude the Trust from directly paying any of the aforementioned
fees and expenses.
ARTICLE VI
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, ADMINISTRATOR
AND TRANSFER AGENT
Section 6.1 Investment Adviser. The Trustees may in their
discretion, from time to time, enter into an investment advisory or
management contract or contracts with respect to the Trust or any
Series whereby the other party or parties to such contract or
contracts shall undertake to furnish the Trust with such management,
investment advisory, statistical and research facilities and services
and such other facilities and services, if any, and all upon such
terms and conditions, as the Trustees may in their discretion
determine; provided, however, that the initial approval and entering
into of such contract or contracts shall be subject to a Majority
Shareholder Vote. Notwithstanding any other provision of this Trust
Instrument, the Trustees may authorize any investment adviser
(subject to such general or specific instructions as the Trustees may
from time to time adopt) to effect purchases, sales or exchanges of
portfolio securities, other investment instruments of the Trust, or
other Trust Property on behalf of the Trustees, or may authorize any
officer, agent, or Trustee to effect such purchases, sales or
exchanges pursuant to recommendations of the investment adviser (and
all without further action by the Trustees). Any such purchases,
sales and exchanges shall be deemed to have been authorized by the
Trustees.
The Trustees may authorize, subject to applicable requirements
of the 1940 Act, the investment adviser to employ, from time to time,
one or more sub-advisers to perform such of the acts and services of
the investment adviser, and upon such terms and conditions, as may be
agreed upon between the investment adviser and sub-adviser. Any
reference in this Trust Instrument to the investment adviser shall be
deemed to include such sub-advisers, unless the context otherwise
requires.
Section 6.2 Principal Underwriter. The Trustees may in their
discretion from time to time enter into an exclusive or non-exclusive
underwriting contract or contracts providing for the sale of Shares,
whereby the Trust may either agree to sell Shares to the other party
to the contract or appoint such other party its sales agent for such
Shares. In either case, the contract may also provide for the
repurchase or sale of Shares by such other party as principal or as
agent of the Trust.
Section 6.3 Administrator. The Trustees may in their discretion
from time to time enter into one or more contracts whereby the other
party or parties shall undertake to furnish the Trust with
administrative services. The contract or contracts shall be on such
terms and conditions as the Trustees may in their discretion
determine.
Section 6.4 Transfer Agent. The Trustees may in their
discretion from time to time enter into one or more transfer agency
and Shareholder service contracts whereby the other party or parties
shall undertake to furnish the Trustees with transfer agency and
Shareholder services. The contract or contracts shall be on such
terms and conditions as the Trustees may in their discretion
determine.
Section 6.5 Parties to Contract. Any contract described in this
Article VI or any contract described in Article VIII hereof may be
entered into with any corporation, firm, partnership, trust or
association, although one or more of the Trustees or officers of the
Trust may be an officer, director, trustee, shareholder, or member of
such other party to the contract, and no such contract shall be
invalidated or rendered void or voidable by reason of the existence
of any relationship, nor shall any person holding such relationship
be disqualified from voting on or executing the same in his capacity
as Shareholder and/or Trustee, nor shall any person holding such
relationship be liable merely by reason of such relationship for any
loss or expense to the Trust under or by reason of said contract or
accountable for any profit realized directly or indirectly therefrom,
provided that the contract when entered into was not inconsistent
with the provisions of this Article VI or Article VIII hereof. The
same person (including a firm, corporation, partnership, trust, or
association) may be the other party to contracts entered into
pursuant to this Article VI or pursuant to Article VIII hereof, and
any individual may be financially interested or otherwise affiliated
with persons who are parties to any or all of the contracts mentioned
in this Section 6.5.
ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 7.1 Voting Powers. The Shareholders shall have power to
vote only (i) for the election of Trustees as provided in Article
III, Section 3.1 hereof, (ii) for the removal of Trustees as provided
in Article III, Section 3.3(d) hereof, and (iii) with respect to such
additional matters relating to the Trust as may be required by law,
by this Trust Instrument, or as the Trustees may consider desirable.
On any matter submitted to a vote of the Shareholders, all Shares
shall be voted separately by individual Series, except (i) when
required by the 1940 Act, Shares shall be voted in the aggregate and
not by individual Series; and (ii) when the Trustees have determined
that the matter affects the interests of more than one Series, then
the Shareholders of all such Series shall be entitled to vote
thereon. The Trustees may also determine that a matter affects only
the interests of one or more Classes of a Series, in which case any
such matter shall be voted on by such Class or Classes. Each whole
Share shall be entitled to one vote as to any matter on which it is
entitled to vote, and each fractional Share shall be entitled to a
proportionate fractional vote. There shall be no cumulative voting in
the election of Trustees. Shares may be voted in person or by proxy
or in any manner provided for in the By-laws. A proxy may be given in
writing, by telefax, or in any other manner provided for in the
By-laws. Anything in this Trust Instrument to the contrary
notwithstanding, in the event a proposal by anyone other than the
officers or Trustees of the Trust is submitted to a vote of the
Shareholders of one or more Series or of the Trust, or in the event
of any proxy contest or proxy solicitation or proposal in opposition
to any proposal by the officers or Trustees of the Trust, Shares may
be voted only in person or by written proxy. Until Shares are issued,
the Trustees may exercise all rights of Shareholders and may take any
action required or permitted by law, this Trust Instrument or any of
the By-laws of the Trust to be taken by Shareholders.
Section 7.2 Meetings. Meetings of Shareholders may be held
within or without the State of Delaware. Special meetings of the
Shareholders of any Series may be called by the Trustees and shall be
called by the Trustees upon the written request of Shareholders
owning at least one-tenth of the Outstanding Shares entitled to vote.
Whenever ten or more Shareholders meeting the qualifications set
forth in Section 16(c) of the 1940 Act seek the opportunity of
furnishing materials to the other Shareholders with a view to
obtaining signatures on such a request for a meeting, the Trustees
shall comply with the provisions of said Section 16(c) with respect
to providing such Shareholders access to the list of the Shareholders
of record of the Trust or the mailing of such materials to such
Shareholders of record, subject to any rights provided to the Trust
or any Trustees provided by said Section 16(c). Notice shall be sent,
by mail or such other means determined by the Trustees, at least 15
days prior to any such meeting.
Section 7.3 Quorum and Required Vote. One-third of Shares
entitled to vote in person or by proxy shall be a quorum for the
transaction of business at a Shareholders' meeting, except that where
any provision of law or of this Trust Instrument permits or requires
that holders of any Series shall vote as a Series (or that holders of
a Class shall vote as a Class), then one-third of the aggregate
number of Shares of that Series (or that Class) entitled to vote
shall be necessary to constitute a quorum for the transaction of
business by that Series (or that Class). Any lesser number shall be
sufficient for adjournments. Any adjourned session or sessions may be
held without the necessity of further notice. Except when a larger
vote is required by law or by any provision of this Trust Instrument,
a majority of the Shares voted in person or by proxy shall decide any
questions and a plurality shall elect a Trustee, provided that where
any provision of law or of this Trust Instrument permits or requires
that the holders of any Series shall vote as a Series (or that the
holders of any Class shall vote as a Class), then a majority of the
Shares present in person or by proxy of that Series or, if required
by law, a Majority Shareholder Vote of that Series (or Class), voted
on the matter in person or by proxy shall decide that matter insofar
as that Series (or Class) is concerned.
Section 7.4 Action by Written Consent. Any action which may be
taken by the Shareholders of the Trust or of a Series may be taken
without a meeting if Shareholders holding more than a majority of the
Shares entitled to vote, except when a larger vote is required by law
or by any provision of this Trust Instrument, shall consent to the
action in writing. If the consents of all Shareholders entitled to
vote have not been solicited in writing and if the unanimous written
consent of all such Shareholders shall not have been received, the
Secretary shall give prompt notice to all Shareholders of actions
approved by the Shareholders without a meeting.
ARTICLE VIII
CUSTODIAN
Section 8.1 Appointment and Duties. The Trustees shall at all
times employ a bank, a company that is a member of a national
securities exchange, or a trust company, each having capital, surplus
and undivided profits of at least two million dollars ($2,000,000) as
custodian with authority as its agent:
(1) to hold the securities owned by the Trust and deliver the
same upon written order or oral order confirmed in writing;
(2) to receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct; and
(3) to disburse such funds upon orders or vouchers; and the
Trust may also employ such custodian as its agent:
(4) to keep the books and accounts of the Trust or of any
Series or Class and furnish clerical and accounting services; and
(5) to compute, if authorized to do so by the Trustees, the Net
Asset Value of any Series, or Class thereof, in accordance with the
provisions hereof;
all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian.
In accordance with the 1940 Act, the Trustees may also
authorize the custodian to employ one or more sub-custodians from
time to time to perform such of the acts and services of the
custodian, and upon such terms and conditions, as may be agreed upon
between the custodian and such sub-custodian and approved by the
Trustees.
Section 8.2 Central Certificate System. Subject to the 1940
Act, the Trustees may direct the custodian to deposit all or any part
of the securities owned by the Trust in a system for the central
handling of securities established by a national securities exchange
or a national securities association, pursuant to which system all
securities of any particular Class or series of any issuer deposited
within the system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to
withdrawal only upon the order of the Trust or its custodians, sub-custodians
or other agents.
ARTICLE IX
DISTRIBUTIONS AND REDEMPTIONS
Section 9.1 Distributions.
(a) The Trustees may from time to time declare and pay
dividends or other distributions with respect to any Series, or Class
thereof. The amount of such dividends or distributions and the
payment of them and whether they are in cash or any other Trust
property shall be wholly in the discretion of the Trustees.
(b) Dividends and other distributions may be paid or made
to the Shareholders of record at the time of declaring a dividend or
other distribution or among the Shareholders of record at such other
date or time or dates or times as the Trustees shall determine, which
dividends or distributions, at the election of the Trustees, may be
paid pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustees may determine. All
dividends and other distributions on Shares of a particular Series
shall be distributed pro rata to the Shareholders of that Series in
proportion to the number of Shares of that Series they held on the
record date established for such payment, except that such dividends
and distributions shall reflect expenses allocated to a particular
Class of such Series. The Trustees may adopt and offer to
Shareholders such dividend reinvestment plans, cash dividend payout
plans or related plans as the Trustees shall deem appropriate.
(c) Anything in this Trust Instrument to the contrary
notwithstanding, the Trustees may at any time declare and distribute
a stock dividend pro rata among the Shareholders of a particular
Series, or Class thereof, as of the record date of that Series fixed
as provided in Section (b) hereof.
Section 9.2 Redemptions. In case any holder of record of Shares
of a particular Series desired to dispose of his Shares or any
portion thereof, he may deposit at the office of the transfer agent
or other authorized agent of that Series a written request or such
other form of request as the Trustees may from time to time
authorize, requesting that the Series purchase the Shares in
accordance with this Section 9.2; and the Shareholder so requesting
shall be entitled to require the Series to purchase, and the Series
or the Principal Underwriter of the Series shall purchase his said
Shares, but only at the Net Asset Value thereof (as described in
Section 9.3 of this Article IX). The Series shall make payment for
any such Shares to be redeemed, as aforesaid, in cash or property
from the assets of that Series and payment for such Shares shall be
made by the Series or the Principal Underwriter of the Series to the
Share-holder of record within seven (7) days after the date upon
which the request is effective. Upon redemption, shares shall become
Treasury shares and may be re-issued from time to time.
Section 9.3 Determination of Net Asset Value and Valuation of
Portfolio Assets. The term "Net Asset Value" of any Series shall mean
that amount of which the assets of that Series exceeds its
liabilities, all as determined by or under the direction of the
Trustees. Such value shall be determined separately for each Series
and shall be determined on such days and at such times as the
Trustees may determine. Such determination shall be made with respect
to securities for which market quotations are readily available, at
the market value of such securities; and with respect to other
securities and assets, at the fair value as determined in good faith
by the Trustees; provided, however, that the Trustees, without
Shareholder approval, may alter the method of valuing portfolio
securities consistent with the 1940 Act. The Trustees may delegate
any of their powers and duties under this Section 9.3 with respect to
valuation of assets and liabilities. The resulting amount, which
shall represent the total Net Asset Value of the particular Series,
shall be divided by the total number of shares of that Series
outstanding at the time and the quotient so obtained shall be the Net
Asset Value per Share of that Series. At any time the Trustees may
cause the Net Asset Value per Share last determined to be determined
again in similar manner and may fix the time when such redetermined
value shall become effective. If, for any reason, the net income of
any Series, determined at any time, is a negative amount, the
Trustees shall have the power with respect to that Series (i) to
offset each Shareholder's pro rata share of such negative amount from
the accrued dividend account of such Shareholder, or (ii) to reduce
the number of Outstanding Shares of such Series by reducing the
number of Shares in the amount of each Shareholder by a pro rata
portion of that number of full and fractional Shares which represents
the amount of such excess negative net income, or (iii) to cause to
be recorded on the books of such Series an asset account in the
amount of such negative net income (provided that the same shall
thereupon become the property of such Series and shall not be paid to
any Shareholder), which account may be reduced by the amount, of
dividends declared thereafter upon the Outstanding Shares of such
Series on the day such negative net income is experienced, until such
asset account is reduced to zero; (iv) to combine the methods
described in clauses (i) and (ii) and (iii) of this sentence; or (v)
to take any other action they deem appropriate, in order to cause (or
in order to assist in causing) the Net Asset Value per Share of such
Series to remain at a constant amount per Outstanding Share
immediately after each such determination and declaration. The
Trustees shall also have the power not to declare a dividend out of
net income for the purpose of causing the Net Asset Value per Share
to be increased. The Trustees shall not be required to adopt, but may
at any time adopt, discontinue or amend the practice of maintaining
the Net Asset Value per Share of the Series at a constant amount.
Section 9.4 Suspension of the Right of Redemption. The Trustees
may declare a suspension of the right of redemption or postpone the
date of payment as permitted under the 1940 Act. Such suspension
shall take effect at such time as the Trustees shall specify but not
later than the close of business on the business day next following
the declaration of suspension, and thereafter there shall be no right
of redemption or payment until the Trustees shall declare the
suspension at an end. In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for
redemption or receive payment based on the Net Asset Value per Share
next determined after the termination of the suspension. In the event
that any Series is divided into Classes, the provisions of this
Section 9.4, to the extent applicable as determined in the discretion
of the Trustees and consistent with applicable law, may be equally
applied to each such Class.
Section 9.5 Redemption of Shares in Order to Qualify as
Regulated Investment Company. If the Trustees shall be of the opinion
that direct or indirect ownership of Shares of any Series has or may
become concentrated in any Person to an extent which would disqualify
any Series as a regulated investment company under the Internal
Revenue Code, then the Trustees shall have the power (but not the
obligation) by lot or other means deemed equitable by them (i) to
call for redemption by any such person of a number, or principal
amount, of Shares sufficient to maintain or bring the direct or
indirect ownership of Shares into conformity with the requirements
for such qualification and (ii) to refuse to transfer or issue Shares
to any person whose acquisition of the Shares in question would
result in such disqualification. The redemption shall be effected at
the redemption price and in the manner provided in this Article IX.
The holders of Shares shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect
ownership of Shares as the Trustees deem necessary to comply with the
provisions of the Internal Revenue Code, or to comply with the
requirements of any other taxing authority.
ARTICLE X
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 10.1 Limitation of Liability. A Trustee, when acting in
such capacity, shall not be personally liable to any person other
than the Trust or a beneficial owner for any act, omission or
obligation of the Trust or any Trustee. A Trustee shall not be liable
for any act or omission in his capacity as Trustee, or for any act or
omission of any officer or employee of the Trust or of any other
person or party, provided that nothing contained herein or in the
Delaware Business Trust Act shall protect any Trustee against any
liability to the Trust or to Shareholders to which he would otherwise
be subject by reason willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of the
office of Trustee hereunder.
Section 10.2 Indemnification. The Trust shall indemnify each of
its Trustees to the full extent permitted by law against all
liabilities and expenses (including amounts paid in satisfaction of
judgments, in settlement, as fines and penalties, and as counsel
fees) reasonably incurred by such Trustee in connection with the
defense or disposition of any action, suit or other proceeding,
whether civil or criminal, in which such Trustee may be involved or
with which such Trustee may be threatened, while as a Trustee or
thereafter, by reason of being or having been such a Trustee except
with respect to any matter as to which such Trustee shall have been
adjudicated to have acted in bad faith, willful misfeasance, gross
negligence or reckless disregard of such Trustee's duties. In the
event of a settlement, no indemnification shall be provided unless
there has been a determination that such Trustee did not engage in
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office, (I) by
the court or other body approving the settlement; (ii) by at least a
majority of those Trustees who are neither interested persons of the
Trust nor are parties to the matter based upon a review of readily
available facts (as opposed to a full trial-type inquiry); or (iii)
by written opinion of independent legal counsel based upon a review
of readily available facts (as opposed to a full trial-type inquiry).
The rights accruing to any person under these provisions shall not
exclude any other right to which such Trustee may be lawfully
entitled, provided that no person may satisfy any right of indemnity
or reimbursement hereunder except out of the property of the Trust.
The Trustees may authorize advance payments in connection with the
indemnification under this Section 10.2, provided that the
indemnified person shall have given a written undertaking to
reimburse the Trust in the event it is subsequently determined that
such Trustee is not entitled to such indemnification.
The Trust shall indemnify officers, and shall have the power to
indemnify representatives and employees of the Trust, to the same
extent that Trustees are entitled to indemnification pursuant to this
Section 10.2.
Section 10.3 Shareholders. In case any Shareholder or former
Shareholder of any Series shall be held to be personally liable
solely by reason of his being or having been a Shareholder of such
Series and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives, or, in the
case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against
all loss and expense arising from such liability. The Trust, on
behalf of the affected Series, shall, upon request by the
Shareholder, assume the defense of any claim made against the
Shareholder for any act or obligation of the Series and satisfy any
judgment thereon from the assets of the Series.
ARTICLE XI
MISCELLANEOUS
Section 11.1 Trust Not a Partnership. It is hereby expressly
declared that a trust and not a partnership is created hereby. No
Trustee hereunder shall have any power to bind personally either the
Trust's officers or any Shareholder. All persons extending credit to,
contracting with or having any claim against the Trust or the
Trustees may satisfy or enforce any debt, liability, obligation or
expense incurred, contracted for or otherwise existing with respect
to the Trust from the assets of the Trust only; and neither the
Shareholders nor the Trustees, nor any of their agents, whether past,
present or future, shall be personally liable therefor.
Section 11.2 Trustees' Good Faith Action, Expert Advice, No
Bond or Surety. The exercise by the Trustees of their powers and
discretions hereunder in good faith and with reasonable care under
the circumstances then prevailing shall be binding upon everyone
interested. Subject to the provisions of Article X hereof, the
Trustees shall not be liable for errors of judgment or mistakes of
fact or law. The Trustees may take advice of counsel or other experts
with respect to the meaning and operation of this Trust Instrument,
and subject to the provisions of Article X hereof, shall be under no
liability for any act or omission in accordance with such advice or
for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is obtained.
Section 11.3 Establishment of Record Dates. The Trustees may
close the Share transfer books of the Trust for a period not
exceeding ninety (90) days preceding the date of any meeting of
Shareholders, or the date for the payment of any dividends or other
distributors, or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares shall go into
effect; or in lieu of closing the stock transfer books as aforesaid,
the Trustees may fix in advance a date, not exceeding ninety (90)
days preceding the date of any meeting of Shareholders, or the date
for payment of any dividend or other distribution, or the date for
the allotment of rights, or the date when any change or conversion or
exchange of Shares shall into effect, as a record date for the
determination of the Shareholders entitled to notice of, and to vote
at, any such meeting, or entitled to receive payment of any such
dividend or other distribution, or to any such allotment of rights,
or to exercise the rights in respect of any such change, conversion
or exchange of Shares, and in such case such Shareholders and only
such Shareholders as shall be Shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend or other
distribution, or to receive such allotment or rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any
Shares on the books of the Trust after any such record date fixed as
aforesaid.
Section 11.4 Termination of Trust or Series.
(a) This Trust shall continue without limitation of time
but subject to the provisions of sub-section (b) of this Section
11.4.
(b) The Trustees may
(I) sell and convey all or substantially
all of the assets of the Trust or any Series to another
trust, partnership, association or corporation, or to a
separate series of shares thereof, organized under the
laws of any state, for adequate consideration which may
include the assumption of all outstanding obligations,
taxes and other liabilities, accrued or contingent, of
the Trust or any Series, and which may include shares of
beneficial interest, stock or other ownership interests
of such trust, partnership, association or corporation or
of a series thereof; or
(ii) at any time sell and convert into money all
of the assets of the Trust or any Series and provide for
the termination and liquidation of the Trust or any
Series.
Upon making reasonable provision, in the determination of the
Trustees, for the payment of all such liabilities in either (I) or
(ii), by such assumption or otherwise, the Trustees shall distribute
the remaining proceeds or assets (as the case may be) of each Series
(or Class) ratably among the holders of Shares of that Series then
outstanding.
Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in subsection (b), the
Trust or any affected Series shall terminate and the Trustees and the
Trust shall be discharged of any and all further liabilities and
duties hereunder and the right, title and interest of all parties
with respect to the Trust or Series shall be canceled and discharged.
Upon termination of the Trust, following completion of winding
up of its business, the Trustees shall cause a certificate of
cancellation of the Trust's certificate of trust to be filed in
accordance with the Delaware Business Trust Act, which certificate of
cancellation may be signed by any one Trustee.
Section 11.5 Reorganization. Anything in this Trust Instrument
to the contrary notwithstanding, the Trustees, in order to change the
form of organization and/or domicile of the Trust, may, without prior
Shareholder approval, (I) cause the Trust to merge or consolidate
with or into one or more trusts, partnerships, associations or
corporations which is formed, organized or existing under the laws of
a state, commonwealth possession or colony of the United States or
(ii) cause the Trust to incorporate under the laws of Delaware. Any
agreement of merger or consolidation or certificate of merger may be
signed by a majority of the Trustees. Pursuant to and in accordance
with the provisions of Section 3815(f) of the Delaware Business Trust
Act, and notwithstanding anything to the contrary contained in this
Trust Instrument, an agreement of merger or consolidation approved by
the Trustees in accordance with this Section 11.5 may effect any
amendment to the Trust Instrument or effect the adoption of a new
trust instrument of the Trust if it is the surviving or resulting
trust in the merger or consolidation. Any merger or consolidation of
the Trust other than as described in the foregoing provisions of this
Section 11.5 shall, in addition to the approval of the Trustees,
require the approval of the holders of a majority of the Outstanding
Shares.
Section 11.6 Filing of Copies, References, Headings. The
original or a copy of this Trust Instrument and of each amendment
hereof or Trust Instrument supplemental hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder.
Anyone dealing with the Trust may rely on a certificate by an officer
or Trustee of the Trust as to whether or not any such amendments or
supplements have been made and as to any matters in connection with
the Trust hereunder, and with the same effect as if it were the
original, may rely on a copy certified by an officer or Trustee of
the Trust to be a copy of this Trust Instrument or of any such
amendment or supplemental Trust Instrument. In this Trust Instrument
or in any such amendment or supplemental Trust Instrument, references
to this Trust Instrument, and all expressions like "herein," "hereof"
and "hereunder," shall be deemed to refer to this Trust Instrument as
amended or affected by any such supplemental Trust Instrument. All
expressions like "his", "he" and "him", shall be deemed to include
the feminine and neuter, as well as masculine, genders. Headings are
placed herein for convenience of reference only and in case of any
conflict, the text of this Trust Instrument rather than the headings,
shall control. This Trust Instrument may be executed in any number of
counterparts each of which shall be deemed an original.
Section 11.7 Applicable Law. The trust set forth in this
instrument is made in the State of Delaware, and the Trust and this
Trust Instrument, and the rights and obligations of the Trustees and
Shareholders hereunder, are to be governed by and construed and
administered according to the Delaware Business Trust Act and the
laws of said State; provided, however, that there shall not be
applicable to the Trust, the Trustees or this Trust Instrument (a)
the provisions of Section 3540 of Title 12 of the Delaware Code or
(b) any provisions of the laws (statutory or common) of the State of
Delaware (other than the Delaware Business Trust Act) pertaining to
trusts which relate to or regulate (I) the filing with any court or
governmental body or agency of trustee accounts or schedules of
trustee fees and charges, (ii) affirmative requirements to post bonds
for trustees, officers, agents or employees of a trust, (iii) the
necessity for obtaining court or other governmental approval
concerning the acquisition, holding or disposition of real or
personal property, (iv) fees or other sums payable to trustees,
officers, agents or employees of a trust, (v) the allocation of
receipts and expenditures to income or principal, (vi) restrictions
or limitations on the permissible nature, amount or concentration of
trust investments or requirements relating to the titling, storage or
other manner of holding of trust assets, or (vii) the establishment
of fiduciary or other standards or responsibilities or limitations on
the acts or powers of trustees, which are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees
set forth or referenced in this Trust Instrument. The Trust shall be
of the type commonly called a "business trust", and without limiting
the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by
trusts under the Delaware Business Trust Act, and the absence of a
specific reference herein to any such power, privilege or action
shall not imply that the Trust may not exercise such power or
privilege or take such actions.
Section 11.8 Amendments. Except as specifically provided
herein, the Trustees may, without shareholder vote, amend or
otherwise supplement this Trust Instrument by making an amendment, a
Trust Instrument supplemental hereto or an amended and restated trust
instrument. Shareholders shall have the right to vote (I) on any
amendment which would affect their right to vote granted in Section
7.1 of Article VII hereof, (ii) on any amendment to this Section
11.8, (iii) on any amendment as may be required by law and (iv) on
any amendment submitted to them by the Trustees. Any amendment
required or permitted to be submitted to Shareholders which, as the
Trustees determine, shall affect the Shareholders of one or more
Series shall be authorized by vote of the Shareholders of each Series
affected and no vote of shareholders of a Series not affected shall
be required. Anything in this Trust Instrument to the contrary
notwithstanding, any amendment to Article X hereof shall not limit
the rights to indemnification or insurance provided therein with
respect to action or omission of Covered Persons prior to such
amendment.
Section 11.9 Fiscal Year. The fiscal year of the Trust shall
end on a specified date as determined from time to time by the
Trustees.
Section 11.10 Use of the Name "Bjurman Trust". The name
"Bjurman Trust," and all rights to the use thereof belong to George
D. Bjurman & Associates, Inc. ("Bjurman"), the investment adviser of
the Trust. Bjurman has consented to the use by the Trust of such
name.
Section 11.11 Provisions in Conflict with Law. The provisions
of this Trust Instrument are severable, and if the Trustees shall
determine, with the advice of counsel, that any of such provisions is
in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable laws
and regulations, the conflicting provision shall be deemed never to
have constituted a part of this Trust Instrument; provided, however,
that such determination shall not affect any of the remaining
provisions of this Trust Instrument or render invalid or improper any
action taken or omitted prior to such determination. If any provision
of this Trust Instrument shall be held invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall attach
only to such provision in such jurisdiction and shall not in any
manner affect such provisions in any other jurisdiction or any other
provision of this Trust Instrument in any jurisdiction.
IN WITNESS WHEREOF, the undersigned, being the initial Trustee
of the Trust, has executed this Trust Instrument this 26th day of
September, 1996.
/s/ G. Andrew Bjurman
G. Andrew Bjurman, Trustee
/s/ O. Thomas Barry, III
O. Thomas Barry, III,Trustee
BJURMAN TRUST
BY-LAWS
These By-laws of Bjurman Trust (the "Trust"), a Delaware
Business Trust, are subject to the Trust Instrument of the Trust dated
September 26, 1996, as from time to time amended, supplemented or
restated (the "Trust Instrument"). Capitalized terms used herein which
are defined in the Trust Instrument are used as therein defined.
ARTICLE I
PRINCIPAL OFFICE
The principal office of the Trust shall be located in such
location as the Trustees may from time to time determine. The Trust may
establish and maintain such other offices and places of business as the
Trustees may from time to time determine.
ARTICLE II
OFFICERS AND THEIR ELECTION
Section 2.1 Officers. The officers of the Trust shall be
comprised of the two Co-Presidents, collectively the Office of the
President, in which full Executive Authority of the Trust is vested.
A Treasurer, a Secretary, and/or such other officers may be elected by
the Trustees. It shall not be necessary for any Trustee or other
officer to be a holder of Shares in the Trust.
Section 2.2 Election of Officers. Two or more offices may
be held by a single person. Subject to the provisions of Section 2.3
hereof, the officers shall hold office until their successors are chosen
and qualified and serve at the pleasure of the Trustees.
Section 2.3 Resignations. Any officer of the Trust may
resign by filing a written resignation with the Office of the President,
the Secretary, if elected, or the Trustees, which resignation shall take
effect on being so filed or at such later time as may be therein
specified.
ARTICLE III
POWERS AND DUTIES OF OFFICERS AND TRUSTEES
Section 3.1 Chief Executive Officer. Unless the Trustees
have designated the Chairman as the chief executive officer of the
Trust, the Office of the President shall be the chief executive officer
of the Trust. Subject to the direction of the Trustees, the chief
executive officer shall have general administration of the business and
policies of the Trust. Except as the Trustees may otherwise order, the
chief executive officer shall have the power to grant, issue, execute
or sign such powers of attorney, proxies, agreements or other documents
as may be deemed advisable or necessary in the furtherance of the
interests of the Trust or any Series thereof. He shall also have the
power to employ attorneys, accountants and other advisers and agents and
counsel for the Trust. If the Office of the President is not the chief
executive officer, the Office shall perform such duties as the Trustees
or the chief executive officer may from time to time designate and, at
the request or in the absence or disability of the chief executive
officer, may perform all the duties of the chief executive officer and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the chief executive officer.
Section 3.2 Treasurer. The Treasurer, if elected, if not
elected then the Office of the President, shall be the principal
financial and accounting officer of the Trust. He shall deliver all
funds and securities of the Trust which may come into his hands to such
company as the Trustees shall employ as Custodian in accordance with the
Trust Instrument and applicable provisions of law. He shall make annual
reports regarding the business and condition of the Trust, which reports
shall be preserved in Trust records, and he shall furnish such other
reports regarding the business and condition of the Trust as the
Trustees may from time to time require. The Treasurer shall perform
such additional duties as the Trustees or the chief executive officer
may from time to time designate.
Section 3.3 Secretary. The Secretary, if elected, if not
then the Office of the President, shall record in books kept for the
purpose all votes and proceedings of the Trustees and the Shareholders
at their respective meetings. He shall have the custody of the seal of
the Trust. The Secretary shall perform such additional duties as the
Trustees or the chief executive officer may from time to time designate.
Section 3.4 Vice President. Any Vice President of the
Trust shall perform such duties as the Trustees or the chief executive
officer may from time to time designate. At the request or in the
absence or disability of the Office of the President, the most senior
Vice President present and able to act may perform all the duties of the
Office of the President and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the Office of the
President.
Section 3.5 Assistant Treasurer. Any Assistant Treasurer
of the Trust shall perform such duties as the Trustees or the Treasurer
may from time to time designate, and, in the absence of the Treasurer,
the most senior Assistant Treasurer present and able to act may perform
all the duties of the Treasurer.
Section 3.6 Assistant Secretary. Any Assistant Secretary
of the Trust shall perform such duties as the Trustees or the Secretary
may from time to time designate, and, in the absence of the Secretary,
the most senior Assistant Secretary present and able to act may perform
all the duties of the Secretary.
Section 3.7 Subordinate Officers. The Trustees from time
to time may appoint such other officers or agents as they may deem
advisable, each of whom shall have such title, hold office for such
period, have such authority and perform such duties as the Trustees may
determine.
Section 3.8 Surety Bonds. The Trustees may require any
officer or agent of the Trust to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940
("1940 Act") in such sum and with such surety or sureties as the
Trustees may determine, conditioned upon the faithful performance of his
duties to the Trust including responsibility for negligence and for the
accounting of any of the Trust's property, funds or securities that may
come into his hands.
Section 3.9 Removal. Any officer may be removed from
office at any time by the Trustees.
Section 3.10 Remuneration. The salaries or other
compensation, if any, of the officers of the Trust shall be fixed from
time to time by resolution of the Trustees.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 4.1 Notices. Notices of any meeting of the
Shareholders shall be given by the Office of the President by delivering
or mailing, postage prepaid, to each Shareholder entitled to vote at
said meeting, written or printed notification of such meeting at least
fifteen days before the meeting, to such address as may be registered
with the Trust by the Shareholder. Notice of any Shareholder meeting
need not be given to any Shareholder if a written waiver of notice,
executed before or after such meeting, is filed with the record of such
meeting, or to any Shareholder who shall attend such meeting in person
or by proxy. Notice of adjournment of a Shareholders' meeting to
another time or place need not be given, if such time and place are
announced at the meeting or reasonable notice is given to persons
present at the meeting.
Section 4.2 Voting-Proxies. Subject to the provisions of
the Trust Instrument, Shareholders entitled to vote may vote either in
person or by proxy, provided that either (i) an instrument authorizing
such proxy to act is executed by the Shareholder in writing and dated
not more than eleven months before the meeting, unless the instrument
specifically provides for a longer period or (ii) the Trustees adopt by
resolution an electronic, telephonic, computerized or other alternative
to execution of a written instrument authorizing the proxy to act, which
authorization is received not more than eleven months before the
meeting. Proxies shall be delivered to the Office of the President or
other person responsible for recording the proceedings before being
voted. A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to
exercise of such proxy the Trust receives a specific written notice to
the contrary from any one of them. Unless otherwise specifically
limited by their terms, proxies shall entitle the holder thereof to vote
at any adjournment of a meeting. A proxy purporting to be exercised by
or on behalf of a Shareholder shall be deemed valid unless challenged
at or prior to its exercise and the burden of proving invalidity shall
rest on the challenger. At all meetings of the Shareholders, unless the
voting is conducted by inspectors, all questions relating to the
qualifications of voters, the validity of proxies, and the acceptance
or rejection of votes shall be decided by the Chairman of the meeting.
Except as otherwise provided herein or in the Trust Instrument, all
matters relating to the giving, voting or validity of proxies shall be
governed by the General Corporation Law of the State of Delaware
relating to proxies, and judicial interpretations thereunder, as if the
Trust were a Delaware corporation and the Shareholders were shareholders
of a Delaware corporation.
Section 4.5 Place of Meeting. All meetings of the
Shareholders shall be held at such places as the Trustees may designate.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1 Share Certificate. No certificates certifying
the ownership of Shares shall be issued except as the Trustees may
otherwise authorize. The Trustees may issue certificates to a
Shareholder of any Series or class thereof for any purpose and the
issuance of a certificate to one or more Shareholders shall not require
the issuance of certificates generally. In the event that the Trustees
authorize the issuance of Share certificates, such certificates shall
be in the form prescribed from time to time by the Trustees and shall
be signed by the Office of the President or a Vice President and by the
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, if
elected. Such signatures may be facsimiles if the certificate is signed
by a transfer or shareholder services agent or by a registrar, other
than a Trustee, officer or employee of the Trust. In case any officer
who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Trust with the same
effect as if he or she were such officer at the time of its issue.
Section 5.2 Loss of Certificate. In case of the alleged
loss or destruction or the mutilation of a Share certificate, a
duplicate certificate may be issued in place thereof, upon such terms
as the Trustees may prescribe.
Section 5.3 Discontinuance of Issuance of Certificates.
The Trustees may at any time discontinue the issuance of Share
certificates and may, by written notice to each Shareholder, require the
surrender of Share certificates to the Trust for cancellation. Such
surrender and cancellation shall not affect the ownership of Shares of
the Trust.
ARTICLE VI
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and
to what extent, and at what times and places, and under what conditions
and regulations the accounts and books of the Trust or any of them shall
be open to the inspection of the Shareholders; and no Shareholder shall
have any right to inspect any account or book or document of the Trust
except as conferred by law or otherwise by the Trustees.
ARTICLE VII
SEAL
The seal of the Trust shall be circular in form bearing the
inscription:
"BJURMAN TRUST
SEPTEMBER 26, 1996
A DELAWARE BUSINESS TRUST"
The form of the seal shall be subject to alteration by the
Trustees and the seal may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise reproduced.
Any officer or Trustee of the Trust shall have authority to
affix the seal of the Trust to any document, instrument or other paper
executed and delivered by or on behalf of the Trust; however, unless
otherwise required by the Trustees, the seal shall not be necessary to
be placed on and its absence shall not impair the validity of, any
document, instrument, or other paper executed by or on behalf of the
Trust.
ARTICLE VIII
AMENDMENTS
These By-laws may be amended from time to time by the
Trustees.
ARTICLE IX
HEADINGS
Headings are placed in these By-laws for convenience of
reference only and, in case of any conflict, the text of these By-laws
rather than the headings shall control.
