UNITED STATES File No.333-16033
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 File No. 811-07921
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _1__
Post-Effective Amendment No. ___
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. _1__
The Bjurman Funds
(Exact name of Registrant as Specified in Charter)
10100 Santa Monica Boulevard, Suite 1200
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
The Bjurman Funds
10100 Santa Monica Boulevard, Suite 1200
Los Angeles, California 90067-4103
(Name and Address of Agent for Service)
COPIES TO:
Julie Allecta, Esq. Joseph M. O'Donnell, Esq.
Heller Ehrman White & McAuliffe FPS Services, Inc.
333 Bush Street 3200 Horizon Drive, P.O. Box 61503
San Francisco, CA 94104-2878 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 March 13, 1997<PAGE>
TABLE OF CONTENTS
Registration Statement of The Bjurman Funds
Page
1. Cross-Reference Sheet. . . . . . . . . . . . . .
2. Bjurman Micro-Cap Fund
Part A - Prospectus. . . . . . . . . . . . . . .
3. Bjurman Micro-Cap Fund-Part B-
Combined Statement of Additional Information .
4. Bjurman Micro-Cap Fund-
Part C-Other Information . . . . . . . . . . .
5. Signature Page . . . . . . . . . . . . . . . .
6. Index to Exhibits. . . . . . . . . . . . . . .
<PAGE>
THE BJURMAN FUNDS
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
Selection 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 and Brokerage
Commissions
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 *
16. Investment Advisory Investment Advisory and Other
and Other Services Services
17. Brokerage Allocation
and Other Practices Portfolio Transactions and
Brokerage Commissions
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>
Subject to Completion
Preliminary Prospectus Dated March 31, 1997
BJURMAN MICRO-CAP FUND
10100 Santa Monica Boulevard, Suite 1200
Los Angeles, California 90067-4103
PROSPECTUS _____________, 1997
Bjurman Micro-Cap Fund (the "Fund") seeks capital appreciation
through investments in the 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 The Bjurman Funds (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 to the Fund. The Adviser's equity
selection process attempts to identify undervalued companies. See
"Investment Process."
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 other common stock funds.
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 March 31,
1997, 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) 227-7264.
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 Selection 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 10100 Santa Monica Boulevard
P.O. Box 61503 Suite 1200
King of Prussia, PA 19406-0903 Los Angeles, CA 90067-4103
(800) 227-7264 (310) 553-6577
(610) 239-4700
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 market conditions, substantially all of its assets in
the equity securities of U.S. companies whose total market
capitalization at the time of purchase typically is between $30
million and $300 million and that, 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 will 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
may 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. The Fund is a diversified mutual fund.
However, because the Fund's portfolio may contain securities of a
limited number of companies, the Fund may be more sensitive to
changes in the market value of a single issue or industry in its
portfolio and therefore, may present a greater risk than is usually
associated with a more widely diversified mutual fund. See
"Investment Policies and Strategies" and "Risk Factors."
Who is the Investment Adviser? George D. Bjurman & Associates serves
as the investment adviser to 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 shares of the Fund 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
$5,000 (including IRA and SEP accounts) and $500 for subsequent
investments.
How do I Purchase Shares? Contact your broker or FPS Services, Inc.,
listed above. Shares of the Fund are offered at 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 FPS Services, Inc. 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:
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)
Advisory Fees (after fee waivers)(2) . . . . . . . . . . 0.00%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . . 0.25%
Other Expenses (3) . . . . . . . . . . . . . . . . . . . 1.55%
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 after the Fund's
first year, in the Adviser's 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 2.52% of the Fund's average daily net assets on an annualized
basis. 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 March 31, 1997 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 (as noted
above, the Fund does not charge any redemption fees):
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"
and "How to Purchase Shares."
Investment Objective
The Fund seeks capital appreciation through investments in common
stocks of companies with market capitalizations typically 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.
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.
The Adviser believes that a micro-cap fund is best managed when the
fund size is limited; consequently, the Adviser currently intends to
close the Fund to new investors when total assets reach $250 million.
The Adviser may reopen and close the Fund after total assets reach
$250 million.
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 typically is
between $30 million and $300 million and which, 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 techniques:
<R/>
Equity Securities: Under normal market conditions, the Fund
will invest at least 80%, of its total assets in 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.
Illiquid Securities: The Fund's policy is to limit its investment in
illiquid securities to a maximum of 15% of total assets at the time
of purchase. The Securities and Exchange Commission has adopted Rule
144A under the Securities Act of 1933, as amended (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".
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 or small companies present greater
risks than securities of larger, more established companies. See "Risk
Factors."
Futures: The Fund may buy and sell futures contracts to manage its
exposure to changes in securities prices, as an efficient means of
adjusting its overall exposure to certain markets, in an effort to
enhance income, and to protect the value of portfolio securities.
The Fund will not use futures contracts to leverage its assets.
Futures contracts deposits may not exceed 5% of the Fund's assets
(determined at the time of the transaction) and the Fund's total
investment in futures contracts may not exceed 20% of the Fund's
total assets.
Liquidity 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, 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 Saturday, 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 than 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 will be 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 1940 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 1940 Act, repurchase
agreements will be fully collateralized by securities in which the
Fund may directly invest. 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 Selection Process
The Adviser's equity selection process attempts to identify
undervalued companies with superior earnings growth characteristics.
The selection process starts by screening a stock universe of
approximately 1,900 companies with market capitalizations ranging from
$30 million up to $300 million, using five models which emphasize both
growth and value attributes. The screening factors include (1) earnings
growth, (2) earnings strength, (3) earnings revision, (4) price/earnings to
growth ratio and (5) a price to cash flow. 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.
Stocks are ranked according to the above five criteria in an attempt
to identify approximately 100 to 190 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. Generally, the
Adviser attempts to identify 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 generally limited to 5% and 15%, respectively.
The Adviser may also buy unseasoned initial public offerings if the
Adviser has determined that the company's quantitative analysis fits the
above screening criteria.
The Adviser'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
has declined 15% from its cost or from its recent high is re-examined
as a potential sale candidate. Additionally, securities of companies
which in the Adviser's opinion have moved into an overvalued range,
or have lost earnings momentum, or are in industries no longer
expected to perform well, are continually evaluated for sale.
The Adviser expects the Fund's portfolio generally will be fully
invested in common stocks of micro-cap companies at all times, with
only minimal holdings in short-term investments.
Risk Factors
General
Every investment carries some market risk. In addition to the risks
described below, an investment in the Fund is subject to the inherent
risk that the market prices of the Fund's investments will not
correlate to the Adviser's estimation of fundamental security values
or market trends. Accordingly, the value of an investment in the
Fund will fluctuate over time. An investment in the Fund should be
part of an overall investment strategy. Before investing, please
consider the following special risks in determining the
appropriateness of an investment in the Fund. No assurance can be
given as to the success of the Adviser's investment strategy.
Micro-Cap Sized Companies
The Fund invests in relatively new or unseasoned companies, which are
in their early stages of development, or smaller companies positioned
in new or 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 also may involve
greater risk than larger, mature issuers. Since smaller
capitalization companies are generally not as well-known to investors
and have less 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 and 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 on favorable terms.
In addition, small companies 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.
Diversification: Diversifying a mutual fund's portfolio can reduce
the inherent risks of investing by limiting the portion of your
investment in any one issuer or industry. Less diversified mutual 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 50-60 issuers. Therefore, the Fund may not
be 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 ensure that the Fund's general
investment policies and programs are followed and that administrative
services are 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 Adviser's Act of 1940, as amended ("The Advisers
Act"). The Adviser has been engaged in the investment management
business since 1970, and provides investment advisory services to
individuals and institutional clients. In addition, the Adviser has
acted as sub-adviser to two mutual funds: Voyageur Aggressive
Growth Stock Fund from May 1994 until April 1995 and Mitchell
Hutchins/KP Small Cap Equity Fund from November 1994 until April
1996. The Adviser currently manages $2.5 billion in assets. The
principal business address of the Adviser is 10100 Santa Monica
Boulevard, Suite 1200, 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. 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 fiscal 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 after the Fund's first year, 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 be disclosed in the footnotes 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, and such reimbursement is requested by the Adviser
and approved by the Board of Trustees, 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 the Investment
Policy Committee of the Adviser. Management of the Fund is done on a
team basis, and therefore no one member of the investment management
team is primarily responsible for making recommendations for
portfolio transactions.
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 may incur expenses which may include, but are not limited
to: insurance premiums; Trustee's fees; audit fees; brokerage
commissions, Custodian, administrator, transfer agent or other
service provider's fees, costs of obtaining quotations of portfolio
securities, trade association membership fees, and pricing of Fund
shares.
Other expenses may include, but are not limited to, printing and
postage expenses related to preparing and distributing required
documents such as shareowner reports and prospectuses, SEC
registration fees and state blue sky fees, legal expenses, and
service and distribution fees.
Brokerage
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. Most transactions will be effected on a net cost basis
through brokers who make markets in the stock being purchased or
sold. To the extent the Adviser selects a broker on an agency
commission basis, the Adviser generally will seek best price and
execution. Subject to policies established by the Board of Trustees,
however, the Adviser may cause the Fund to pay a broker-dealer a
commission 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, consideration will be given
to the broker-dealer's responsiveness to transaction requests,
execution capability, settlement and clearance capability, its
financial condition and its research capabilities. All commissions
paid are reviewed quarterly by the Board of Trustees of the Trust.
The Fund may invest in securities that are traded exclusively in the
over-the-counter market. When executing transactions in such market,
the Adviser will seek to execute transactions through brokers or
dealers that, in the Adviser's opinion, will provide the best overall
price and execution to the Fund.
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 turnover rate may be exceeded in the
Adviser's discretion.
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 of up
to 0.25% of the average daily net assets to FPSB. 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 shares of the Fund or provide services
to the shareholders 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 FPSB 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 fees paid to FPSB under the Plan are subject to the review and
approval by the Trust's independent Trustees who may reduce the fees
or terminate the Plan at any time.
How to Purchase Shares
General
The Fund offers its shares to the general public on a continuous
basis 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 net asset value. Orders for Fund shares received
after 4:00 p.m. Eastern time will be purchased at the net asset value
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 FPS,
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 $5,000 (including 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. The Fund will
not accept a check which has been 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 FPS at (800)
227-7264 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 that have 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 their services at the
time of purchase. In addition, the Fund or the Adviser may pay a
service or distribution fee to such financial intermediaries.
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 net asset value. Dealers
may place orders with the Fund's distributor by calling (800)
227-7264. Orders received by dealers after 4:00 p.m. Eastern time
are confirmed at the net asset value on the following business day.
It is the dealer's obligation to place the order with FPS before 5:00
p.m. Eastern time.
Purchases with Securities
Shares may be purchased by tendering payment in kind in the form of
marketable securities, including but not limited to shares of common
stock, provided the acquisition of such securities is consistent
with the Fund's investment objective and is otherwise acceptable to
the Adviser.
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 $500. 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 or money order
cleared, which may take up to 15 calendar days after the purchase
date. The Fund will only accept a check where the Fund is the payee.
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 any
redemption charge on any business day that the NYSE is open for
business. Redemptions will be effected at the current net
asset value per share next determined after the receipt by FPS
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 FPS 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) and (iii)
be signed by each registered owner exactly as the shares are
registered. To prevent fraudulent redemptions, FPS 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 or 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. FPS 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 FPS at (800) 227-7264 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 the Fund believes it is 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
FPS receives all required documents in proper form. If you have any
questions with respect to the proper form for redemption requests you
should contact FPS at (800) 227-7264 or (610) 239-4600.
Redemptions will be processed only on a 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 FPS of a redemption request meeting the requirements described
above. The Fund will not mail redemption proceeds until it has been
assured that checks or money orders 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 15 calendar 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
FPS 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 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 their 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 $1,000 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 $5,000 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 $500.
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 these retirement plans, please call FPS
at (800) 227-7264 or (610) 239-4700.
NET ASSET VALUE
The net asset value per share is computed once daily as of the close
of regular trading on the NYSE, currently 4:00 p.m. Eastern time.
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. In the event the amortized cost valuation
deviates from market quotations in excess of 1/4 of 1%, the Adviser
will immediately inform the chairman of the Trust's Audit Committee.
In the event that the deviation is greater than 1/2 of 1%, the Adviser
will immediately report to the Board of Trustees. 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.
DIVIDENDS AND TAXES
Dividends
The Fund will distribute its net investment income each 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 losses carried forward from prior years
are used to offset them, 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 dividend and distributions on 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, a 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 must meet certain tests regarding the nature if
its investments and the types of its income, including among other
things, limiting its investments so that, at the close of each
quarter of its taxable year, (i) 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 and (ii) not more than 25% of
the market value of the Fund's total assets will be invested in the
securities of any single issuer. The Fund also intends to make
sufficient distributions prior to the end of each calendar year in
order to avoid liability for federal excise tax based on net income.
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. Taxes on distributions to a qualified retirement account 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 long-term 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.
Sale, exchange or redemption of the Fund's shares is a taxable event
to the shareholder.
A Shareholder may be subject to 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, if the Internal Revenue Service notifies the Fund to implement
back-up withholding for the shareholder, or if to the Fund's
knowledge, an incorrect number has been furnished. An individual's
taxpayer identification number is his or 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. Heller
Ehrman White & McAuliffe, legal counsel to the Fund, has expressed no
opinion in respect thereof.
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 a diversified, 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. 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. The Fund may add additional classes of shares
without shareholder approval. 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
Securities and Exchange Commission, 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, Suite 1200, Los Angeles, California
90067-4103, or (310) 553-6577. Purchase and redemption transactions
should be made through FPS by calling (800) 227-7264 or (610)
239-4600.
<PAGE>
INVESTMENT ADVISER
George D. Bjurman & Associates
10100 Santa Monica Boulevard, Suite 1200
Los Angeles, California 90067-4103
(310) 553-6577
UNDERWRITER
FPS Broker Services, Inc.
3200 Horizon Drive, P.O. Box 61503
King of Prussia, Pennsylvania 19406-0903
(800) 227-7264
(610) 239-4700
SHAREHOLDER SERVICES
FPS Services, Inc.
3200 Horizon Drive, P.O. Box 61503
King Of Prussia, Pennsylvania 19406-0903
(800) 227-7264
(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
Deloitte & Touche, LLP
1000 Wilshire Boulevard
Los Angeles, California 90017-2472
For Additional Information about Bjurman Micro-Cap Fund call:
(800) 227-7264
(610) 239-4600<PAGE>
Subject to Completion
Preliminary Statement of Additional Information dated
March 31, 1997
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.
The Bjurman Funds
STATEMENT OF ADDITIONAL INFORMATION
March 31, 1997
This Statement of Additional Information dated March 31, 1997 is
not a prospectus but should be read in conjunction with the separate
Prospectus describing shares of the Bjurman Micro-Cap Fund (the
"Fund") dated March 31, 1997. The Prospectus may be amended or
supplemented from time to time. No investment in shares should be
made without first reading the Prospectus. This Statement
of Additional Information is intended to provide additional
information regarding the activities and operations of the Fund . A
copy of the 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 10100 Santa Monica Boulevard
P.O. Box 61503 Suite 1200
King of Prussia, PA 19406-0903 Los Angeles, CA 0067-4103
(610) 239-4700 (310) 553-6577
(800) 227-7264
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 . . . . . . . . . . . . . . . . .
Investment Policies and Techniques
Bankers' Acceptances. . . . . . . . . . . . . . . . .
Certificates of Deposits. . . . . . . . . . . . . . .
Common Stock. . . . . . . . . . . . . . . . . . . . .
Preferred Stock . . . . . . . . . . . . . . . . . . .
Time Deposits . . . . . . . . . . . . . . . . . . . .
Loans of Portfolio Securities . . . . . . . . . . . .
Illiquid Securities . . . . . . . . . . . . . . . . .
Repurchase Agreements . . . . . . . . . . . . . . . .
Rule 144A Securities. . . . . . . . . . . . . . . . .
Other Investments . . . . . . . . . . . . . . . . . .
Investment Restrictions. . . . . . . . . . . . . . . . .
Investment Advisory and Other Services
Investment Adviser . . . . . . . . . . . .
Investment Advisory Agreement . . . . . . . . . . . .
Administrator . . . . . . . . . . . . . . . . . . . .
Underwriter . . . . . . . . . . . . . . . . . . . . .
Trustees and Officers. . . . . . . . . . . . . . . . . .
Net Asset Value. . . . . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Transactions and Brokerage Commissions . . . .
Performance Information
In General. . . . . . . . . . . . . . . . . . . . . .
Total Return Calculation. . . . . . . . . . . . . . .
Performance and Advertisements . . . . . . . . . . .
Other Information
Limitations on Trustees' Liability. . . . . . . . . .
Independent Accountants . . . . . . . . . . . . . . .
Reports to Shareholders . . . . . . . . . . . . . . .
<PAGE>
THE TRUST AND THE FUND
This Statement of Additional Information relates to Bjurman Micro-Cap
Fund (the "Fund"), a separate series of The Bjurman Funds (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 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' Acceptances:
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 Directors. Dividends on preferred stock typically
are cumulative, causing dividends to accrue even if not declared by
the Board of Directors. There is, however, no assurance that
dividends will be declared by the Board of Directors 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 accrued interest, 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, as amended
(the "Securities Act") pursuant to Securities and Exchange
Commission ("SEC") Rule 144A. Those securities, purchased 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 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 only 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 at the time of the transaction only. 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.
The Adviser will use "FactSet" computor software to catagorize the
industries in which the Fund invests ("FactSet Codes"). The FactSet Codes
that are assigned may or may not correspond to the Standard Industry Codes
("SIC Codes"); however, the Adviser feels that the differences are not
substantial enough to effect the percentage of asset restrictions above.
In most cases the SIC Codes will match the FactSet Codes.
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 15% 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,
15% 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 one-third 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. The Fund does not currently
intend to;
(i) engage in uncovered short sales of securities or maintain a
short position;
(ii) purchase securities on margin, except for short-term credit
necessary for clearance of
portfolio transactions;
(iii) purchase securities of other investment companies except as
permitted by the 1940 Act and the rules and regulations thereunder;
(iv) invest in companies for the purpose of exercising control or
management;
(v) 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; and
(vi) 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 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
was founded in 1970 and is wholly owned by senior associates and the
Bjurman family. G. Andrew Bjurman and O. Thomas Barry, III own 40%
and 20%, respectively, of the Adviser and as a result may be deemed
to be "control persons" of the Adviser. The Adviser currently has
$2.5
billion in assets under management.
Investment Advisory Agreement
The Fund and the Adviser have entered into an investment advisory
agreement for a two-year period (the "Investment Advisory
Agreement"). The Investment Advisory Agreement provides that the
Adviser shall furnish advice to the Fund with respect to its
investments and shall determine what securities shall be purchased or
sold by the Fund. The prospectus describes the Adviser's duties,
compensation and the allocation of expenses between the Fund and the
Adviser.
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 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 60-days'
written notice to the Adviser.
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. The minimum annual fees under the agreement
shall not be less than $55,000 for the initial series' first class of
shares and $12,000 for each additional separate series or class
thereof.
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.
Shares of the Fund are subject to a distribution plan (the
"Distribution Plan") pursuant to Rule 12b-1 under the 1940 Act. As
provided in the Distribution Plan, the Fund will pay an annual fee of
0.25% of the Fund's average daily net assets to FPSB as compensation
for its services. From these amounts, 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 Plan is
characterized as a compensation plan 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 Plan
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 shares.
The Distribution Plan 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 Plan 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',
written notice to any other party to the Plan and shall terminate
automatically in the event of its assignment. The Plan 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. The Plan will automatically
terminate in the event of its assignment. Pursuant to the 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", as that term is defined in the
1940 Act, of the Fund is indicated by an asterisk.
G. Andrew Bjurman and O. Thomas Barry, III share the office of the
presidency of the Trust. They are jointly vested in full executive
authority under the Trust's By-Laws.
NAME AGE POSITION PRINCIPAL
WITH FUND OCCUPATION
G. Andrew
Bjurman* 48 Co-President Mr. Bjurman joined George
George D. Bjurman & Associates
Bjurman & ("GDBA") when it was
Associates founded in 1970 as Vice
10100 Santa Monica President and Portfolio
Boulevard, Suite Manager. At that time he
1200, Los Angeles assumed responsibility for
CA 90067-4103 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. He is currently a member of the
GDBA Investment Policy Committee. In
1977 he became both a Chartered Investment
Counselor and Financial Analyst.
_____________________________________________________________________
O. Thomas Barry, 52 Co-President Mr. Barry joined GDBA
III* in 1978 as Vice President
George D. Bjurman and Senior Portfolio
Associates Manager. In 1979 he
10100 Santa Monica became Executive Vice
Boulevard President and he assumed
Suite 1200 the responsibility
Los Angeles, CA of Director of Research.
90067-4103 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 of Los
Angeles and was a member of
the Stock Selection Committee.
In 1977 he became a
Chartered Financial Analyst
and in 1978 a Chartered
Investment Counselor.
_____________________________________________________________________
Donald W. Hudson, Jr. 51 Trustee Mr. Hudson has been Senior
CB Commercial Chairman Vice President of CB Commercial
Real Estate of Audit Real Estate since 1993. Prior
533 South Fremont Committee to that Mr.Hudson was Associate
Los Angeles, CA 90071 Vice President of Cushman Realty, a
commercial real estate firm.
_____________________________________________________________________
Joseph E. Maiolo 58 Trustee Mr. Maiolo is an industrial
INCO Commercial real estate broker/
Brokerage developer. He has been
14700 Firestone owner/broker of Joseph
Boulevard, #111 E. Maiolo & Associates,
La Mirda, CA 90638 Inc. since 1980 and owner/
broker of INCO Commercial
Brokerage and Penta Pacific
Properties, L.A. since
1995.
_____________________________________________________________________
William Wallace* 49 Trustee Mr. Wallace is Vice
Wallace Properties President and owner of
5288 South Franklin Wallace Properties, a
Circle residential real estate
Greenwood Village, business.
CO 80121
_____________________________________________________________________
COMPENSATION TABLE
Trustees and Officers
Estimated Aggregate Estimated total
Compensation from Compensation from
Name of Trust for Fiscal Trust and Fund
Trustee Year End 2/28/98 Complex Paid to Trustees(1)
Joseph E. Maiolo $4,500 $4,500
Donald W. Hudson, Jr. $4,500 $4,500
William Wallace** $4,500 $4,500
G. Andrew Bjurman* $ 0 $ 0
O. Thomas Barry, III* $ 0 $ 0
* This Trustee is considered an "Interested Person" of the Trust as
defined under the 1940 Act.
** This Trustee is considered an "Interested Person" of the Trust,
but not of other parties, as defined under the 1940 Act.
(1) This amount represents the estimated aggregate amount of
compensation paid to the Trustees for service on the Board of
Trustees for the calendar year ending December 31, 1997.
No officer or Trustee of the Trust who is also an officer or employee
of the Adviser receives any compensation from the Trust for services
to the Trust. The Trust pays each Trustee who is not affiliated with
the Adviser a fee of $4,500 per year, and reimburses each Trustee and
officer for out-of-pocket expenses in connection with travel and
attendance at such meetings.
NET ASSET VALUE
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
outstanding.
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. Heller Ehrman White
& McAuliffe, legal counsel to the Fund, has expressed no opinion in
respect thereof. 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 Internal Revenue Code of 1986, as amended ("the Code"), court
decisions and published administrative materials from the Internal
Revenue Service and 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 and elect to be treated as a "regulated
investment company" ("RIC") as defined under Subchapter M of the
Code. By doing so, 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 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 and certain other assets 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 RICs 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 RICs) 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.
In the case of corporate shareholders, distributions from the Fund
may qualify for the corporate dividends-received deduction to the
extent the Fund designates the amount distributed as a qualifying
dividend. Availability of the dividends-received deduction is
subject to certain holding period and debt-financing limitations.
Distributions of net capital gains (i.e, the excess of net long-term
capital gains over net short-term capital losses) by the Fund are
taxable to the recipient shareholders as a long-term capital gain,
without regard to the length of time a shareholder has held Fund
shares. Capital gain distributions are not eligible for the
dividends-received deduction referred to in the preceding paragraph.
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 one year 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 received with respect to
such shares.
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, distributions from the Fund (to the extent of its
current and accumulated "earnings and profits") generally would be
eligible for the corporate dividends-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 execution
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,
the firm's risk in positioning the securities involved, the Adviser's
past experience in placing orders through the firm, and the firm's
research capabilities. While the Adviser generally seeks reasonably
competitive spreads, the Fund will not necessarily be paying the
lowest spread available for a particular transaction.
The Fund and the Adviser may direct portfolio transactions to persons
or firms because of research and investment services provided by such
persons or firms if the commissions or spreads on the transactions
are reasonable in relation to the value of the investment information
provided. Among such research and investment services are those that
brokerage houses customarily provide to institutional investors and
include statistical and economic data and research reports on
companies and industries. Such research provides lawful and
appropriate assistance to the Adviser in the performance of its
investment decision-making responsibilities. The Adviser may use
these services in connection with all of its investment activities,
and some services obtained in connection with the Fund's transactions
may be used in connection with other investment advisory clients of
the Adviser, including other mutual funds and other series of the
Trust, if any.
The Fund may invest in securities that are traded exclusively in the
over-the-counter market. The Fund may also purchase securities
listed on a national securities exchange through the "third market"
(i.e., through markets other than the exchanges on which the
securities are listed). When executing transactions in the
over-the-counter market or the third market, the Adviser will seek to execute
transactions through brokers or dealers that, in the Adviser's
opinion, will provide the best overall price and execution so that
the resultant price to the Fund is as favorable as possible under
prevailing market conditions.
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.
It is possible that purchases or sales of securities for the Fund
also may be considered for other clients of the Adviser or its
affiliates, including the other series of the Trust, if any. Any
transactions in such securities at or about the same time will be
allocated among the Fund and such other clients in a manner deemed
equitable to all by the Adviser, taking into account the respective
sizes of the Fund and the other clients' accounts, and the amount of
securities to be purchased or sold. It is recognized that it is
possible that in some cases this procedure could have a detrimental
effect on the price or volume of the security so far as the Fund is
concerned. However, in other cases, it is possible that the ability
to participate in volume transactions and to negotiate lower
commissions will be beneficial to the Fund.
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.
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 periods 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
Deloitte & Touche LLP, 1000 Wilshire Boulevard, Los Angeles,
California, 90017-2472, has been selected as the independent
accountants for the Fund. Deloitte & Touch LLP provides audit and tax
services. The books of the Fund will be audited at least once a year
by Deloitte & Touche 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 or FPS at (800) 227-7264.<PAGE>
The Bjurman Funds
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 is incorporated by reference to
Exhibit Number (1) of Registration Statement No.333-16033
filed on November 13, 1996. Certificate of Amendment
filed herewith.
(2) By-Laws are incorporated by reference to
Exhibit Number (2) of Registration Statement No.333-16033
filed on November 13, 1996. Revised By-Laws reflecting
trust name change filed herewith.
(3) Voting Trust Agreement -- None
(4) All Instruments Defining the Rights of
Holders--None
(5) Investment Advisory Contracts --Filed herewith.
(6) Underwriting Agreement -- Filed herewith.
(7) Bonus, Profit Sharing, Pension or Other Similar
Contracts -- None
(8) (a) Custody Agreement -- to be filed by amendment
(b) Custody Administration Agreement- filed
herewith.
(9) (a) Transfer Agent Services Agreement --
Filed herewith.
(b) Administration Agreement -- Filed
herewith.
(c) Accounting Services Agreement -- Filed
herewith.
(10) (a) Opinion and Consent of Heller Ehrman
White & McAuliffe regarding the legality
of the securities being issued -- Filed
herewith.
(11) Consent of Independent Auditors -- Filed
herewith.
(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) Plan of Distribution pursuant to Rule
12b-1 -- Filed herewith.
(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 -- None.
(19) Trustees' Powers of Attorney -- Filed herewith.
(a) G. Andrew Bjurman
(b) O. Thomas Barry, III
(c) Donald W. Hudson, Jr.
(d) Joseph E. Maiolo
(e) William Wallace
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 (previously filed as Exhibit 1 of Registration Statement No.
333-16033 filed on November 13, 1996).
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,
Suite 1200, 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 for George D. Bjurman &
Associates (File #801-06776) filed under the Investment Advisers Act
of 1940, and incorporated herein by reference.
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, Suite 1200, 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 March 1997.
The Bjurman Funds
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 The Bjurman Funds has been signed below by
the following persons in the capacities and on the date indicated.
Signature Capacity Date
/s/ G. Andrew Bjurman Co-President & 03/13/97
Trustee
G. Andrew Bjurman
/s/ O. Thomas Barry, III Co-President & 03/13/97
Trustee
O. Thomas Barry, III
/s/ William Wallace Trustee 03/13/97
William Wallace
/s/ Donald W. Hudson, Jr. Trustee 03/13/97
Donald W. Hudson, Jr.
/s/ Joseph E. Maiolo Trustee 03/13/97
Joseph E. Maiolo
The Bjurman Funds
Index to Exhibits to Form N-1A
Exhibit Page
99.B1 Certificate of Amendment
99.B2 By-Laws-Revised. . . . .
99.B5 Investment Advisory Agreement . . . . . .
99.B6 Underwriting Agreement. . . . . . . . . .
99.B8(b) Custody Administration Agreement
99.B9(a) Transfer Agent Services Agreement
99.B9(b) Administration Agreement
99.B9(c) Accounting Services Agreement
99.B10 Opinion and Consent of Counsel
99.B15 Distribution Plan pursuant to 12b-1
99.B19 Powers of Attorney
(a) G. Andrew Bjurman
(b) O. Thomas Barry, III
(c) William Wallace
(d) Donald W. Hudson, Jr.
(e) Joseph E. Maiolo
Certificate of Amendment
of
Certificate of Trust
of
Bjurman Trust
This Certificate of Amendment executed on this the 11th day of
February, 1997 is hereby filed for the purpose of amending a
Certificate of Trust executed on the 26th day of September, 1996
organizing a business trust pursuant to the Delaware Business Trust
Act, 12 Del. C. ss 3801 et seq. (the "Act").
The undersigned hereby certifies as follows:
1. Name. The name of the business at the time of
organization was: Bjurman Trust (the "Trust").
2. Amended Names. By this certificate, the name of the
Trust is hereby amended to read "The Bjurman Funds".
3. Registered Office and Registered Agent. The registered
office of the Trust in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801. The name of the registered agent of the Trust for service of
process at such location is The Corporation Trust Company.
4. Notice of Limitation of Liabilities of Series. Notice
is hereby given that the Trust is or may hereafter be constituted a
series trust. The debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to any
particular series shall be enforceable against the assets of such
series only, and not against the assets of the Trust generally.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees
of the Trust, have duly executed this Certificate of Trust as of the
day and year first above written.
/s/ O. Thomas Barry, III /s/ G. Andrew Bjurman
O. Thomas Barry, III, Trustee G. Andrew Bjurman, Trustee
10100 Santa Monica
Boulevard
Los Angeles, California
90067-4103
THE BJURMAN FUNDS
BY-LAWS
These By-laws of The Bjurman Funds (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:
"THE BJURMAN FUNDS"
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.
Investment Advisory Agreement
AGREEMENT made this 5th day of March, 1997 by and between The
Bjurman Funds (the "Trust"), a Delaware business trust on behalf of
Bjurman Micro-Cap Fund (the "Fund") and George D. Bjurman and Associates, a
California Corporation (the "Adviser").
1. Duties of Adviser. The Trust hereby appoints the Adviser to act as
investment adviser to the Fund for the period and on such terms set forth in
this Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Fund, to determine in its discretion the
assets to be held uninvested, to provide the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Trust's officers and Board of Trustees
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control
of the officers and the Board of Trustees of the Trust, and in compliance
with the objectives, policies and limitations set forth in the Fund's
Prospectus and Statement of Additional Information. The Adviser accepts
such employment and agrees to render the services and to provide, at its own
expense, the office space, furnishings, equipment and the personnel required
by it to perform the services on the terms and for the compensation provided
herein.
2. Portfolio Transactions. The Adviser shall provide the Fund with a
trading department. The Adviser shall select the brokers or dealers that
will execute the purchases and sales of securities for the Fund, and is
directed to use its best efforts to ensure that the best available price and
most favorable execution of securities transactions for the Fund are obtained.
The Fund will bear all expenses associated with its investment activities,
including, without limitation, brokerage commissions and custody expenses.
Subject to policies established by the Board of Trustees of the Trust and
communicated to the Adviser, it is understood that the Adviser will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Trust or in respect of the Fund, or be in breach of any obligation owing to
the Trust or in respect of the Fund under this Agreement, or otherwise,
solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
that another member of an exchange, broker or 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 member,
broker or dealer, viewed in terms of that particular transaction or the
Adviser's overall responsibilities with respect to the accounts, including
the Fund, as to which it exercises investment discretion. The Adviser will
promptly communicate to the officers and Trustees of the Trust such
information relating to Fund transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by
the Adviser as provided in Section 1 and 2 of this Agreement, the Fund shall
pay to the Adviser within five business days after the end of each calendar
month, a monthly fee of one twelfth of 1.00% of the Fund's average daily net
assets during the month. The net asset value shall be calculated in the manner
provided in the Fund's Prospectus and Statement of Additional Information
then in effect.
In the event of termination of this Agreement, the fee provided in this
Section 3 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
The Adviser voluntarily may reduce any portion of the compensation or
reimbursement of expenses due to it pursuant to this Agreement and may agree
to make payments to limit the expenses that are the responsibility of the Fund.
Any such reduction or payment shall be applicable only to such specific
reduction or payment and shall not constitute an agreement to reduce any
future compensation or reimbursement due to the Adviser hereunder or to
continue future reductions or payments. Any such reduction will be agreed to
prior to accrual of the related expense or fee and will be estimated daily
and reconciled and paid on a monthly basis.
Any fee withheld or voluntarily reduced and any Fund expense absorbed
by the Adviser voluntarily or pursuant to an agreed upon expense cap
shall be reimbursed by the Fund to the Adviser, if so requested by
the Adviser and approved by the Trust's Board of Trustees, in the first,
second, or third (or any combination thereof) fiscal year next
succeeding the fiscal year of the withholding, reduction, or absorption if the
aggregate amount paid by the Fund toward the operating expenses for such
fiscal year (taking into account the reimbursement) do not exceed the
applicable limitation on Fund expenses. Such reimbursement may be paid prior
to the Fund's payment of current expenses if so requested by the Adviser even
if such practice may require the Adviser to waive, reduce, or absorb current
Fund expenses.
4. Reports. The Fund and the Adviser agree to furnish to each other
such information regarding their operations with regard to their affairs as
each may reasonably request.
5. Status of Adviser. The services of the Adviser to the Fund are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired
thereby.
The Adviser shall, for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided
and authorized to do so, have no authority to act for or represent the
Trust or the Fund in anyway, or in any way be deemed an agent for the
Trust or the Fund.
6. Liability of Adviser. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its
obligations and duties hereunder, the Adviser shall not be subject to any
liability whatsoever to the Fund, or to any shareholder of the Fund, for any
error of judgement, mistake of law or any other act or omission in the course
of, or connected with, rendering services hereunder including, without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Fund.
7. Duration and Termination. This Agreement shall become effective
on the date that the Trust's registration statement is declared effective by
the U.S.Securities and Exchange Commission, provided that first it is approved
by the Board of Trustees of the Trust, including a majority of those Trustees
who are not parties to this Agreement or interested persons of any party
hereto, in the manner provided in Section 15(c) of the Investment Company Act
of 1940, as amended (the "Act"), and by the holders of a majority of the
outstanding voting securities of the Fund; and shall continue in effect for
two years. Thereafter, this Agreement may continue in effect only if such
continuance is approved at least annually by: (i) the Trust's Board of
Trustees or, (ii) by the vote of a majority of the outstanding voting
securities of the Fund; and in either event by a vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party in the manner provided in Section 15(c) of the Act.
This Agreement may be terminated by the Trust, at any time, without the
payment of any penalty, by the Board of Trustees of the Trust or by vote of
the holders of a majority of the outstanding voting securities of the Fund on
60 days' written notice to the Adviser. This Agreement may be terminated by
the Adviser at any time, without the payment of any penalty, upon not more
than 60 days' written notice to the Trust. This Agreement will automatically
terminate in the event of its assignment. Any notice under this Agreement
shall be given in writing, addressed and delivered or mailed postage prepaid,
to the other party at the principal office of such party.
As used in this Section 7, the terms "assignment", "interested person",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the Act and Rule 18f-2 thereunder.
8. Name of Adviser. The parties agree that the Adviser has a
proprietary interest in the name "Bjurman Micro-Cap Fund", and the Trust
agrees to promptly take such action as may be necessary to delete from its
name and/or the name of the Trust any reference to the name of the Adviser
promptly after receipt from the Adviser of a written request therefore.
9. Severability. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
10. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of
California.
11. Records. All records held by the Adviser which are required to be
maintained and preserved by the Fund in order to comply with Rules 31 a-1 and
31 a-2 of the Act remain the property of the Fund and will be surrendered
promptly by the Adviser upon the request of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of this 5th day of March, 1997.
The Bjurman Funds George D. Bjurman and Associates
/s/ G. Andrew Bjurman /s/ G. Andrew Bjurman
G. Andrew Bjurman, Co-President G. Andrew Bjurman, President
/s/ O. Thomas Barry, III
O. Thomas Barry, III, Co-President
UNDERWRITING AGREEMENT
This Agreement, dated as of the 5th day of March, 1997,
made by and between The Bjurman Funds, (the "Trust") a
Delaware business trust operating as an open-end management
investment company registered under the Investment Company Act of
1940, as amended (the "Act"); George D. Bjurman and Associates
("Bjurman"), a registered investment adviser existing as corporation
duly organized and existing under the laws of the State of
California; and FPS Broker Services, Inc. ("FPSB"), a corporation
duly organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to
issue separate series of shares representing interests in separate
investment portfolios (the "Series"), which Series are identified on
Schedule "C" attached hereto, and which Schedule "C" may be amended
from time to time by mutual agreement among the Parties;
WHEREAS, Bjurman has been appointed investment adviser to the
Trust;
WHEREAS, FPSB is a broker-dealer registered with the U.S.
Securities and Exchange Commission and a member in good standing of
the National Association of Securities Dealers, Inc. (the "NASD");
and
WHEREAS, the Parties are desirous of entering into an agreement
providing for the distribution by FPSB of the shares of the Trust
(the "Shares").
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and in exchange of good and valuable
consideration, the sufficiency and receipt of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Appointment.
The Trust hereby appoints FPSB as its exclusive agent for the
distribution of the Shares in the fifty United States of
America, the District of Columbia and Commonwealth of Puerto
Rico, and FPSB hereby accepts such appointment under the terms
of this Agreement. The Trust agrees that it will not sell any
shares to any person except to fill orders for the shares
received through FPSB; provided, however, that the foregoing
exclusive right shall not apply: (a) to shares issued or sold
in connection with the merger or consolidation of any other
investment company with the Trust or the acquisition by
purchase or otherwise of all or substantially all of the assets
of any investment company or substantially all of the
outstanding shares of any such company by the Trust; (b) to
shares which may be offered by the Trust to its stockholders
for reinvestment of cash distributed from capital gains or net
investment income of the Trust; or (c) to shares which may be
issued to shareholders of other funds who exercise any exchange
privilege set forth in the Trust's Prospectus. Notwithstanding
any other provision hereof, the Trust may terminate, suspend,
or withdraw the offering of the Shares whenever, in its sole
discretion, it deems such action to be desirable.
2. Sale and Repurchase of Shares.
FPSB agrees to provide the services contemplated hereby, and
(a) FPSB is hereby granted the right, as agent for the Trust,
to sell Shares to the public against orders therefor at
the public offering price (as defined in sub-paragraph
2.(c) below).
(b) FPSB will also have the right to take, as agent for
the Trust, all actions which, in FPSB's judgement,
and subject to the Trust's reasonable approval, are
necessary to carry into effect the distribution of
the Shares.
(c) The public offering price for Class D Shares shall
be the net asset value per Share then in effect,
and the public offering price for Class A Shares
shall be the net asset value per Share plus a sales
charge, if applicable.
(d) The net asset value of the Shares shall be
determined in the manner provided in the then
current Prospectus and Statement of Additional
Information relating to the Shares, and when
determined shall be applicable to all transactions
as provided in the Prospectus. The net asset value
of the Shares shall be calculated by the Trust or
by another entity on behalf of the Trust. FPSB
shall have no duty to inquire into, or liability
for, the accuracy of the net asset value per Share
as calculated.
(e) On every sale, the Distributor shall promptly pay
to the Trust the applicable net asset value of the
Shares.
(f) Upon receipt of purchase instructions, FPSB will
transmit such instructions to the Trust or its
transfer agent for registration of the Shares
purchased.
(g) Nothing in this Agreement shall prevent FPSB or any
affiliated person (as defined in the Act) of FPSB
from acting as underwriter or distributor for any
other person, firm or corporation (including other
investment companies), or in any way limit or
restrict FPSB or such affiliated person from
buying, selling or trading any securities for its
or their own account or for the accounts of others
for whom it or they may be acting; provided,
however, that FPSB expressly agrees that it will
not for its own account purchase any Shares of the
Trust except for investment purposes, and that it
will not for its own account sell any such Shares
except by redemption of such Shares by the Trust,
and that it will not undertake in any activities
which, in its judgement, will adversely affect the
performance of its obligations to the Trust under
this Agreement.
(h) FPSB may repurchase Shares at such prices and upon
such terms and conditions as shall be specified in
the Prospectus.
3. Rules of Sale of Shares.
FPSB does not agree to sell any specific number of Shares.
FPSB, as Underwriter for the Trust, undertakes to sell Shares
on a best efforts basis and only against orders received
therefor. The Trust reserves the right to terminate, suspend
or withdraw the sale of its Shares for any reason deemed
adequate by it, and the Trust reserves the right to refuse at
any time or times to sell any of its Shares to any person for
any reason deemed adequate by it.
4. Rules of NASD.
(a) FPSB will conform to the Rules of Fair Practice of
the NASD and the securities laws of any
jurisdiction in which it directly or indirectly
sells any Shares.
(b) FPSB will require each dealer with whom FPSB has a
selling agreement to conform to the applicable
provisions of the Prospectus, with respect to the
public offering price of the Shares, and FPSB shall
not cause the Trust to withhold the placing of
purchase orders so as to make a profit thereby.
(c) The Trust and Bjurman agree to furnish to FPSB
sufficient copies of any and all: agreements,
plans, communications with the public or other
materials which the Trust or Bjurman intends to use
in connection with any sales of Shares, in adequate
time for FPSB to file and clear such materials with
the proper authorities before they are put in use.
FPSB and the Trust or Bjurman may agree that any
such material does not need to be filed subsequent
to distribution. In addition, the Trust and
Bjurman agree not to use any such materials until
so filed and cleared for use by appropriate
authorities as well as by FPSB.
(d) FPSB, at its own expense, will qualify as a dealer
or broker, or otherwise, under all applicable state
or federal laws required in order that the Shares
may be sold in such states as may be mutually
agreed upon by the Parties.
(e) FPSB shall remain registered with the U.S.
Securities and Exchange Commission and a member of
the National Association of Securities Dealers for
the term of this Agreement.
(f) FPSB shall not, in connection with any sale or
solicitation of a sale of the Shares, make or
authorize any representative, service organization,
broker or dealer to make any representations
concerning the Shares, except those contained in
the Prospectus covering the Shares and in
communications with the public or sales materials
approved by FPSB as information supplemental to
such Prospectus. Copies of the Prospectus will be
supplied by the Trust or Bjurman to FPSB in
reasonable quantities upon request.
5. Records to be Supplied by the Trust.
The Trust shall furnish to FPSB copies of all information,
financial statements and other papers which FPSB may reasonably
request for use in connection with the distribution of the
Shares including, but not limited to, one certified copy of all
financial statements prepared for the Trust by its independent
public accountants.
6. Expenses.
(a) The Trust will bear the following expenses:
(i) preparation, setting in type, and printing of
sufficient copies of the Prospectuses and
Statements of Additional Information for
distribution to shareholders, and the cost of
distribution of same to the shareholders;
(ii) preparation, printing and distribution of reports
and other communications to shareholders;
(iii) registration of the Shares under the federal
securities laws;
(iv) qualification of the Shares for sale in the
jurisdictions as directed by the Trust;
(v) maintaining facilities for the issue and transfer
of the Shares;
(vi) supplying information, prices and other data to be
furnished by the Trust under this Agreement; and
(vii) any original issue taxes or transfer taxes
applicable to the sale or delivery of the Shares
or certificates therefor.
(b) Bjurman will pay all other expenses incident to the sale
and distribution of the Shares sold hereunder.
7. Term and Compensation.
(a) The term of this Agreement shall commence on the date on
which the Trust's registration statement is declared
effective by the U.S. Securities and Exchange Commission
("Effective Date").
(b) This Agreement shall remain in effect for two (2) years
from the Effective Date. This Agreement shall continue
thereafter for periods not exceeding one (1) year, if
approved at least annually (i) by a vote of a majority of
the outstanding voting securities of each Series; or (ii)
by a vote of a majority of the Trustees of the Trust who
are not parties to this Agreement (other than as Trustees
of the Trust) or interested persons of any such party,
cast in person at a meeting called for the purpose of
voting on such approval.
(c) Fees payable to FPSB shall be paid by Bjurman as set
forth in Schedule "B" attached and shall be fixed for the
two (2) year period commencing on the Effective Date of
this Agreement. Thereafter, the fee schedule will be
subject to annual review and adjustment.
(d) This Agreement (i) may at any time be terminated without
the payment of any penalty, either by a vote of the
Trustees of the Trust or by a vote of a majority of the
outstanding voting securities of each Series with respect
to such Series, on sixty (60) days written notice to
FPSB; and (ii) may be terminated by FPSB on sixty (60)
days written notice to the Trust with respect to any
Series.
(e) This Agreement shall automatically terminate in the event
of its assignment.
8. Indemnification of FPSB by Bjurman.
Bjurman and the Trust will indemnify and hold FPSB harmless for
the actions of Bjurman employees registered with the NASD as
FPSB representatives, and hereby undertakes to maintain
compliance with all rules and regulations concerning any and
all sales presentations made by such employees.
9. Liability of FPSB.
(a) FPSB, its directors, officers, employees, shareholders
and agents shall not be liable for any error of judgement
or mistake of law or for any loss suffered by the Trust
in connection with the performance of this Agreement,
except a loss resulting from a breach of FPSB's
obligation pursuant to Section 4 of this Agreement (Rules
of NASD), a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or negligence
on the part of FPSB in the performance of its obligations
and duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(b) The Trust agrees to indemnify and hold harmless FPSB
against any and all liability, loss, damages, costs or
expenses (including reasonable counsel fees) which FPSB
may incur or be required to pay hereafter, in connection
with any action, suit or other proceeding, whether civil
or criminal, before any court or administrative or
legislative body, in which FPSB may be involved as a
party or otherwise or with which FPSB may be threatened,
by reason of the offer or sale of the Trust Shares by
persons other than FPSB or its representatives, prior to
the execution of this Agreement. Indemnification under this
paragraph shall not apply to actions or ommissions of FPSB, or
its directors, officers, employees, shareholders and agents
in cases of its or their willful misfeasance, bad faith, negligence
or reckless disregard of its or their duties thereunder. If a claim
is made against FPSB as to which FPSB may seek indemnity under
this Section, FPSB shall notify the Trust promptly after
any written assertion of such claim threatening to
institute an action or proceeding with respect thereto
and shall notify the Trust promptly of any action
commenced against FPSB within 10 days time after FPSB
shall have been served with a summons or other legal
process, giving information as to the nature and basis of
the claim. Failure to notify the Trust shall not,
however, relieve the Trust from any liability which it
may have on account of the indemnity under this Section
9(b) if the Trust has not been prejudiced in any material
respect by such failure. The Trust may negotiate the
settlement of any such action, suit or proceeding subject
to FPSB's approval, which shall not be unreasonably
withheld. FPSB shall have the right to participate in
the defense of an action or proceeding and to retain its
own counsel, and the reasonable fees and expenses of such
counsel shall be borne by the Trust (which shall pay such
fees, costs and expenses at least quarterly) if:
(i) FPSB has received an opinion of counsel
stating that the use of counsel chosen by the
Trust to represent FPSB would present such counsel
with a conflict of interest;
(ii) the defendants in, or targets of, any such
action or proceeding include both FPSB and the
Trust, and legal counsel to FPSB shall have
reasonably concluded that there are legal defenses
available to it which are different from or
additional to those available to the Trust or
which may be adverse to or inconsistent with
defenses available to the Trust (in which case the
Trust shall not have the right to direct the
defense of such action on behalf of FPSB); or
(iii) the Trust shall authorize FPSB to employ
separate counsel at the expense of the Trust.
(c) Any person, even though also a director, officer,
employee, shareholder or agent of FPSB, who may be or
become an officer, director, trustee, employee or agent
of the Trust, shall be deemed, when rendering services to
the Trust or acting on any business of the Trust (other
than services or business in connection with FPSB's
duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a director,
officer, employee, shareholder or agent, or one under the
control or direction of FPSB even though receiving a
salary from FPSB.
(d) The Trust agrees to indemnify and hold harmless FPSB, and
each person who controls FPSB within the meaning of
Section 15 of the Securities Act of 1933, as amended (the
"Securities Act"), or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
against any and all losses, claims, damages and
liabilities, joint or several (including any reasonable
investigative, legal and other expenses incurred in
connection therewith) to which they, or any of them, may
become subject under the Act, the Securities Act, the
Exchange Act or other federal or state law or regulation,
at common law or otherwise insofar as such losses,
claims, damages or liabilities (or actions, suits or
proceedings in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of
a material fact contained in a Prospectus, Statement of
Additional Information, supplement thereto, sales
literature or other written information prepared by the
Trust and furnished by the Trust to FPSB for FPSB's use
hereunder, disseminated by the Trust or which arise out
of or are based upon any omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading.
Such indemnity shall not, however, inure to the benefit
of FPSB (or any person controlling FPSB) on account of
any losses, claims, damages or liabilities (or actions,
suits or proceedings in respect thereof) arising from the
sale of the Shares of the Trust to any person by FPSB (i)
if such untrue statement or omission or alleged untrue
statement or omission was made in the Prospectus,
Statement of Additional Information, or supplement, sales
or other literature, in reliance upon and in conformity
with information furnished in writing to the Trust by
FPSB specifically for use therein or (ii) if such losses,
claims, damages or liabilities arise out of or are based
upon an untrue statement or omission or alleged untrue
statement or omission found in any Prospectus, Statement
of Additional Information, supplement, sales or other
literature, subsequently corrected, but negligently
distributed by FPSB and a copy of the corrected
Prospectus was not delivered to such person at or before
the confirmation of the sale to such person.
(e) FPSB shall not be responsible for any damages,
consequential or otherwise, which Bjurman or the Trust
may experience, due to the disruption of the distribution
of Shares caused by any action or inaction of any
registered representative or affiliate of FPSB or of FPSB
itself.
10. Amendments.
No provision of this Agreement may be amended or modified in
any manner whatsoever, except by a written agreement properly
authorized and executed by the Parties.
11. Section Headings.
Section and paragraph headings are for convenience only and
shall not be construed as part of this Agreement.
12. Reports.
FPSB shall prepare reports for the Board of Trustees of the
Trust, on a quarterly basis, showing such information as, from
time to time, shall be reasonably requested by such Board.
13. Severability.
If any part, term or provision of this Agreement is held by any
court to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be considered
severable and not affected, and the rights and obligations of
the Parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to
be illegal or invalid provided that the basic agreement is not
thereby substantially impaired.
14. Governing Law.
This Agreement shall be governed by the laws of the State of
California and the exclusive venue of any action arising under
this Agreement shall be Montgomery County, Commonwealth of
Pennsylvania.
15. Authority to Execute
The Parties represent and warrant to each other that the
execution and delivery of this Agreement by the undersigned
officer of each Party has been duly and validly authorized;
and, when duly executed, this Agreement will constitute a valid
and legally binding and enforceable obligation of each Party.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of ten type written pages, together with Schedule "A" and
Schedule "B", to be signed by their duly authorized officers, as of
the day and year first above written.
<PAGE>
George D. Bjurman and Associates
/s/ G. Andrew Bjurman
__________________________________
By: G. Andrew Bjurman, President
The Bjurman Funds
/s/ G. Andrew Bjurman
____________________________________
By: G. Andrew Bjurman, Co-President
/s/ O. Thomas Barry, III
By: O. Thomas Barry, III, Co-President
FPS Broker Services, Inc.
/s/ Kenneth Kempf
______________________________
By: Kenneth J. Kempf, President<PAGE>
Schedule "A"
Underwriter/Sponsor Services
for
The Bjurman Funds
I. Underwriter/Sponsor services include:
A) Preparation and execution of Underwriter and 12b-1 Plan
Agreements
- Monitoring accruals
- Monitoring expenses
- Disbursements for expenses and trail commissions
B) Quarterly 12b-1 Reports to Board of Trustees
C) Literature review, recommendations and submission to the
NASD
D) Initial NASD Licensing and Transfers of Registered
Representatives
- U-4 Form and Fingerprint Submission to NASD
- Supplying Series 6 and 63 written study material
- Registration for Exam Preparation classes
- Renewals and Terminations of Representatives
E) Written supervisory procedures and manuals for Registered
Representatives
F) Ongoing compliance updates for Representatives regarding
sales practices,
written correspondence and other communications with the public.
G) NASD Continuing Education Requirement
II. Sales Support
FPBS offers additional optional sales support including Inbound
Telemarketing and Literature Fulfillment.
III. Inbound Telemarketing Services
A) Install an 800 line for prospective shareholders, and
track the number of inbound calls. An existing 800 line
can be moved to FPBS.
B) Calls answered with the name of your Fund Group by FPS
Broker Services' registered representatives
C) Utilize pre-approved scripts provided by Trust Management
D) Respond to Trust inquiries as your Trust's Marketing
Department
- Requests for Literature/Prospectuses
- Yields, Distribution Rates
- Performance
- Adviser/Management experience
- Dividends
- Portfolio Holdings
- Account Attributes
E) Input marketing inquiries on a confidential database for
Fund Management review.
F) Written Call reports which include the following
information.
- Number received
- Alphabetical list
- Regional Response List
- Source List
- Match calls with new accounts on Transfer Agent
files
G) Prepare Quarterly Report that matches calls with new
accounts in our Transfer Agent files.
IV. Literature Fulfillment
A) Receive requests from the Trust for literature
fulfillment
B) Record requests on confidential database for Trust
reporting
C) Prepare, package and forward customized requests
D) Assist with special direct mail programs
V. Management Consulting
A) Strategic Insight
B) Consulting Services<PAGE>
Schedule "B"
Underwriter and Distribution Fee Schedule
for
The Bjurman Funds
This Fee Schedule is fixed for a period of two (2) years from the
Effective Date as that term is defined in the Agreement.
I. A) Underwriter/Sponsor Services
The annual fee to FPS Broker Services (FPSB) of $25,000
per year for the initial portfolio or class of shares and
$2,500 per year for each additional portfolio or class of
shares for services rendered as primary
Underwriter/Sponsor of the Trust, including primary
licensing/regulatory agent for Trust personnel.
The fee for representing the Trust as primary Distributor
includes the expenses and personnel required to maintain
the various regulatory books and records of the
Broker/Dealer and maintenance of shareholder files and
records for all transactions processed on behalf of the
Trust. These fees also include the regulatory
requirements of all marketing related and distribution
reports including maintenance of records regarding
individual transaction activities of the Trust's
registered representatives.
B) FPBS will maintain annual NASD and state license renewals
and the monitoring required of representative activities
as follows:
Up to 10 States - $2,000 per Representative per Year
All 50 States - $4,000 per Representative per Year
II. Literature Fulfillment Services
$2.00 per inquiry and fulfillment request
$2,000 per month minimum fee
<PAGE>
Schedule "C"
Identification of Series
Below are listed the Series and Classes of Shares to which services
under this Agreement are to be performed as of the Effective Date of
this Agreement:
"The Bjurman Funds"
1. Bjurman Micro-Cap Fund
This Schedule "C" may be amended from time to time by agreement of
the Parties.
<PAGE>
CUSTODY ADMINISTRATION AND AGENCY AGREEMENT
This Agreement, dated as of the 5th day of March, 1997
made by and between The Bjurman Fund, (the "Trust") a business trust operating
as an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "Act"), duly organized and existing
under the laws of the State of Delaware and FPS Services, Inc. ("FPS"), a
corporation duly organized and existing under the laws of the State of
Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to issue
separate series of shares representing interests in separate investment
portfolios (the "Series"), which Series are identified on Schedule "B"
attached hereto, and which Schedule "B" may be amended from time to time
by mutual agreement of the Trust and FPS; and
WHEREAS, the Parties desire to enter into an agreement whereby FPS will
provide certain custody administration services on behalf of the Trust on the
terms and conditions set forth in this Agreement; and
WHEREAS, the Trust desires that FPS act as its agent for the specific
purpose of taking receipt of, and making payment for, custody services
performed on the Trust's behalf by The Bank of New York pursuant to an
agreement between The Bank of New York and the Trust; and
WHEREAS, FPS is willing to serve in such capacity and perform such
functions upon the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for good and valuable consideration, the receipt and
sufficiency is hereby acknowledged, the Parties hereto, intending to be
legally bound, do hereby agree as follows:
APPOINTMENT OF FPS AS AGENT
Section 1. The Trust hereby appoints FPS as an agent of the Trust, and
FPS hereby accepts such appointment, for the limited purpose of: (i) accepting
invoices charged to the Trust for custody services performed by The Bank of
New York on the Trust's behalf, and (ii) remitting payment to The Bank of New
York for such services performed in amounts as set forth in Schedule "A"
attached hereto.
Section 2. As Custody Administrator, FPS shall:
a) coordinate and process portfolio trades through terminal links
with The Bank of New York.
b) input and verify portfolio trades
c) monitor pending and failed security trades
d) coordinate communications between brokers and banks to resolve
any operational problems
e) advise the Trust of any corporate action information, address
and follow up on any dividend or interest discrepancies
f) process the Trust's expenses
g) interface with the accounting services provider and the transfer
agent to research and resolve custody cash problems
h) provide daily and monthly reports
TERM AND FEES
Section 3.
(a) The term of this Agreement shall be for a period of two (2)
years commencing on the date which the Trust's registration statement is
declared effective by the U.S. Securities and Exchange Commission ("Effective
Date") and shall continue thereafter on a year to year term subject to
termination by either Party as set forth below.
(b) After the initial term of this Agreement, the Trust or FPS may
give written notice to the other of the termination of this Agreement, such
termination to take effect at the time specified in the notice, which date
shall not be less than one hundred and eighty (180) days after the date of
receipt of such notice. Upon the effective termination date, the Trust
shall pay to FPS such compensation as may be due as of the date of
termination and shall likewise reimburse FPS for any out-of-pocket expenses
and disbursements reasonably incurred by FPS to such date.
(c) If a successor to any of FPS's duties or responsibilities under
this Agreement is designated by the Trust by written notice to FPS in
connection with the termination of this Agreement, FPS shall promptly, upon
such termination and at the expense of the Trust, transfer all records
belonging to the Trust and shall cooperate in the transfer of such records,
duties and responsibilities.
(d) The Trust agrees to pay FPS compensation for its services and to
reimburse it for expenses at the rates and amounts as set forth in Schedule
"A" attached hereto, and as shall be set forth in any amendments to such
Schedule "A" approved by the Trust and FPS. The Trust agrees and understands
that FPS's compensation be comprised of two components, payable on a monthly
basis, as follows:
(i) a fixed fee for each Series, together with an asset based
fee which the Trust hereby authorizes FPS to collect by debiting the Trust's
custody account for invoices which are rendered for the services performed
for the applicable function. The invoices for the services performed will
be sent to the Trust after such debiting with the indication that payment
has been made; and
(ii) reimbursement of any out-of-pocket expenses paid by FPS on
behalf of the Trust, which out-of-pocket expenses will be billed to the Trust
within the first ten calendar days of the month following the month in which
such out-of-pocket expenses were incurred. The Trust agrees to reimburse FPS
for such expenses within ten calendar days of receipt of such bill.
For the purpose of determining fees payable to FPS, the value of a Series'
net assets shall be computed at the times and in the manner specified in the
Trust's Prospectus and Statement of Additional Information then in effect.
During the term of this Agreement, should the Trust seek services or
functions in addition to those stated, a written amendment to this Agreement
specifying the additional services and corresponding compensation shall be
executed by both FPS and the Trust.
GENERAL PROVISIONS
Section 4.
(a) FPS, its directors, officers, employees, shareholders and agents
shall only be liable for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with the performance of this
Agreement that result from willful misfeasance, bad faith, gross negligence
or reckless disregard on the part of FPS in the performance of its
obligations and duties under this Agreement.
(b) Any person, even though a director, officer, employee, shareholder
or agent of FPS, who may be or become an officer, director, employee or
agent of the Trust, shall be deemed when rendering services to such entity
or acting on any business of such entity (other than services or business
in connection with FPS's duties under the Agreement), to be rendering such
services to or acting solely for the Trust and not as a director, officer,
employee, shareholder or agent of, or under the control or direction of FPS
even though such person may receive compensation from FPS.
(c) Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless FPS, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands,
expenses and liabilities (whether with or without basis in fact or law) of
any and every nature which FPS may sustain or incur or which may be asserted
against FPS by any person by reason of, or as a result of (i) any action
taken or omitted to be taken by FPS in good faith, (ii) any action taken
or omitted to be taken by FPS in good faith in reliance upon any certificate,
instrument, order or stock certificate or other document reasonably believed
by FPS to be genuine and signed, countersigned or executed by any duly
authorized person, upon the oral or written instruction of an authorized
person of the Trust or upon the opinion of legal counsel to the Trust; or
(iii) any action taken in good faith or omitted to be taken by FPS in
connection with its appointment in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended or repealed. Indemnification under this
subparagraph shall not apply, however, to actions or omissions of FPS or its
directors, officers, employees, shareholders or agents in cases of its or
their willful misfeasance, bad faith, gross negligence or reckless disregard
of its or their duties hereunder.
If a claim is made against FPS as to which FPS may seek indemnity under
this Section, FPS shall notify the Trust promptly after any written assertion
of such claim threatening to institute an action or proceeding with respect
thereto and shall notify the Trust promptly of any action commenced against
FPS within ten (10) days after FPS shall have been served with a summons or
other legal process, giving information as to the nature and basis of the
claim. Failure to notify the Trust shall not, however, relieve the Trust
from any liability which it may have on account of the indemnity under this
Section 4(c) if the Trust has not been prejudiced in any material respect by
such failure.
The Trust and FPS shall cooperate in the control of the defense of any
action, suit or proceeding in which FPS is involved and for which indemnity
is being provided by the Trust to FPS. The Trust may negotiate the settlement
of any action, suit or proceeding subject to FPS's approval, which shall not
be unreasonably withheld. FPS shall have the right, but not the obligation,
to participate in the defense or settlement of a claim or action, with its
own counsel, but any costs or expenses incurred by FPS in connection with,
or as a result of , such participation will be borne solely by FPS.
FPS shall have the right to participate in the defense of an action or
proceeding and to retain its own counsel, and the reasonable fees and expenses
of such counsel shall be borne by the Trust (which shall pay such fees, costs
and expenses at least quarterly) if:
(i) FPS has received an opinion of counsel stating that the use
of counsel chosen by the Trust to represent FPS would present such counsel
with a conflict of interest;
(ii) the defendants in, or targets of, any such action or
proceeding include both FPS and the Trust, and legal counsel to FPS shall
have reasonably concluded that there are legal defenses available to it which
are different from or additional to those available to the Trust or which
may be adverse to or inconsistent with defenses available to the Trust (in
which case the Trust shall not have the right to direct the defense of such
action on behalf of FPS); or
(iii) the Trust shall authorize FPS to employ separate counsel
at the expense of the Trust. Notwithstanding anything to the contrary herein,
it is understood that the Trust shall not, in connection with any action,
suit or proceeding or related action, suit or proceeding, be liable under
this Agreement for the fees and expenses of more than one firm.
(d) The terms of this Section 4 shall survive the termination of this
Agreement.
Section 5. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and FPS.
Section 6. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with
this Agreement shall be in writing, and shall be delivered in person or sent
by first class mail, postage prepaid, to the respective parties as follows:
If to the Trust: FPS:
The Bjurman Funds FPS Services, Inc.
10100 Santa Barbara Boulevard 3200 Horizon Drive, P.O. Box 61503
Los Angeles, CA 90067-4103 King of Prussia, PA 19406-0903
Attn: G. Andrew Bjurman, Co-President Attn: Kenneth J. Kempf, President
O. Thomas Barry, III, Co-President
Section 7. The Trust represents and warrants to FPS that the execution
and delivery of this Agreement by the undersigned officers of the Trust has
been duly and validly authorized by resolution of the Board of Trustees of
the Trust.
Section 8. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 9. This Agreement shall extend to and shall be binding upon the
Parties and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Trust without the written
consent of FPS or by FPS without the written consent of the Trust, authorized
or approved by a resolution of their respective Board of Trustees.
Section 10. This Agreement shall be governed by the laws of the State of
California and the venue of any action arising under this Agreement shall be
Montgomery County, Commonwealth of Pennsylvania.
Section 11. No provision of this Agreement may be amended or modified,
in any manner except in writing, properly authorized and executed by FPS and
the Trust.
Section 12. If any part, term or provision of this Agreement is held by
any court to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the particular part, term
or provision held to be illegal or invalid provided that the basic Agreement
is not thereby substantially impaired.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement,
consisting in its entirety of six typewritten pages, together with Schedules
"A" and "B" to be signed by their duly authorized officers, as of the day and
year first above written.
The Bjurman Funds FPS Services, Inc.
/s/ G. Andrew Bjruman /s/ Kenneth J. Kempf
By: G. Andrew Bjurman, Co-President By: Kenneth J. Kempf, President
/s/ O. Thomas Barry, III
By: O. Thomas Barry, III, Co-President<PAGE>
Schedule "A"
CUSTODY AGENCY AND ADMINISTRATION FEE SCHEDULE
FOR
THE BJURMAN FUNDS
I. Domestic Securities and ADRs: (1/12th payable monthly)
.0002 On the First $ 50 Million of Average Net Assets
.00015 On the Next $150 Million of Average Net Assets
.000125 Over $200 Million of Average Net Assets
Minimum monthly fee is $500 per separate series of shares.
II. Custody Domestic Securities Transactions Charge: (billed monthly)
Book Entry DTC, Federal Book Entry, PTC. . . . . $12.00
Physical Securities, Physical GNMA's . . . . . . $20.00
RIC's. . . . $24.50
P & I Paydowns . . . . $ 7.00
Options/Futures. . . . . . . . . . . . . . . . . $20.00
Savings Account. . . . . . . . . . . . . . . . . $ 3.00
Wires. . . . $ 7.00
Check Request. . . . . . . . . . . . . . . . . . $ 6.00
A transaction includes buys, sells, maturities or free security movements.
III. When Issued, Securities Lending, Index Futures, Forward Contracts
Should any of these investment vehicles require a separate segregated
custody account, a fee of $250 per account per month will apply.
IV. Custody Miscellaneous Fees
Administrative fees incurred in certain local markets will be passed onto
the customer with a detailed description of the fees. Fees include income
collection, corporate action handling, funds transfer, special local taxes,
stamp duties, registration fees, over drafts, messenger and courier services
and other out-of-pocket expenses.
V. Additional Services
To the extent the Trust commences using investment techniques such as
Security Lending, Short Sales, Interest Rate Swaps, Futures, Leveraging,
Precious Metals, Reverse Repurchase Agreements and foreign securities,
additional fees will apply.
Activities of a non-recurring nature such as fund consolidations,
mergers, or reorganizations will be subject to negotiation. Any enhanced
services, programming requests or reports will be quoted upon request.<PAGE>
Schedule "B"
Identification of Series
Below are listed the Series to which services under this Agreement are to be
performed as of the Execution Date of this Agreement:
"The Bjurman Funds"
1. Bjurman Micro-Cap Fund
This Schedule "B" may be amended from time to time by agreement of the
Parties.
TRANSFER AGENT SERVICES AGREEMENT
This Agreement, dated as of the 5th day of March, 1997,
made by and between The Bjurman Funds, (the "Trust") a business trust
operating as an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "Act"),
duly organized and existing under the laws of the State of Delaware
and FPS Services, Inc. ("FPS"), a corporation duly organized and
existing under the laws of the State of Delaware (collectively, the
"Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to
issue separate series of shares representing interests in separate
investment portfolios (the "Series"), which Series are identified on
Schedule "C" attached hereto and which Schedule "C" may be amended
from time to time by mutual agreement of the Trust and FPS; and
WHEREAS, the Trust desires to retain FPS to perform share
transfer agency, redemption and dividend disbursing services as set
forth in this Agreement and in Schedule "A" attached hereto, and to
perform certain other functions in connection with these duties; and
WHEREAS, FPS is registered with the Securities and Exchange
Commission as a Transfer Agent as required under Section 17A(c) of
the Securities Exchange Act of 1934, as amended; and
WHEREAS, FPS is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below; and
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and in exchange of good and valuable
consideration, the sufficiency and receipt of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, do
hereby agree as follows:
Section 1. The terms as defined in this Section wherever used
in this Agreement, or in any amendment or supplement hereto, shall
have the meanings herein specified unless the context otherwise
requires.
Shareholders shall mean the registered owners of the shares of
the Series in accordance with the share registry records maintained
by FPS for the Trust.
Shares shall mean the issued and outstanding shares of the
Series.
Signature Guarantee shall mean the guarantee of signatures by
an "eligible guarantor institution" as defined in rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended. Eligible guarantor
institutions include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies and savings associations. Broker-dealers guaranteeing
signatures must be members of a clearing corporation or maintain net
capital of at least $100,000. Signature guarantees will be accepted
from any eligible guarantor institution which participates in a
signature guarantee program.
Oral Instruction shall mean an authorization, instruction,
approval, item or set of data, or information of any kind transmitted
to FPS in person or by telephone, telegram, telecopy or other
mechanical or documentary means lacking original signature, by a
person or persons reasonably identified to FPS to be a person or
persons so authorized by a resolution of the Board of Trustees of the
Trust.
Written Instruction shall mean an authorization, instruction,
approval, item or set of data or information of any kind transmitted
to FPS in an original writing containing an original signature or a
copy of such document transmitted by telecopy including transmission
of such signature reasonably identified to FPS to be the signature of
a person or persons so authorized by a resolution of the Board of
Trustees of the Trust to give Written Instructions to FPS.
TRANSFER AGENCY SERVICES
Section 2. FPS shall make original issues of Shares in
accordance with this Agreement and with the Trust's Prospectus and
Statement of Additional Information then in effect, upon the written
request of the Trust, and upon being furnished with (i) a certified
copy of a resolution or resolutions of the Board of Trustees of the
Trust authorizing such issue; (ii) an opinion of counsel as to the
validity of such Shares; and (iii) necessary funds for the payment of
any original issue tax applicable to such Shares.
Section 3. Transfers of Shares shall be registered and new
Shares issued by FPS upon redemption of outstanding Shares, (i) in
the form deemed by FPS to be properly endorsed for transfer, (ii)
with all necessary endorser's signatures guaranteed pursuant to Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, and
accompanied by, (iii) such assurances as FPS shall deem necessary or
appropriate to evidence the genuineness and effectiveness of each
necessary endorsement, and (iv) satisfactory evidence of compliance
with all applicable laws relating to the payment or collection of
taxes.
Section 4. In registering transfers, FPS may rely upon the
applicable commercial code or any other applicable law which, in the
written opinion of counsel (a copy of which shall previously have
been furnished to the Trust), protect FPS and the Trust in not
requiring complete documentation, in registering transfer without
inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an
adverse claim requires such refusal.
Section 5. With respect to confirmed trades received by FPS
from a registered representative of an NASD member, FPS shall
periodically notify the Trust of the current status of outstanding
confirmed trades. FPS is authorized to cancel confirmed trades which
have been outstanding for thirty (30) days. Upon such cancellation,
FPS shall instruct the accounting agent to adjust the books of the
Trust accordingly. FPS will not accept telephone purchases directly
from shareholders.
Section 6. FPS will maintain stock registry records in the
usual form in which it will note the issuance, transfer and
redemption of Shares. FPS is responsible to provide reports of Share
purchases, redemptions, and total Shares outstanding on the next
business day after each net asset valuation. FPS is authorized to
keep records, which will be part of the stock transfer records, in
which it will note the names and registered address of Shareholders
and the number of Shares and fractions thereof owned by them.
Section 7. In addition to the duties and functions above-mentioned,
FPS will perform the usual duties and functions of a stock transfer agent
for an investment company as listed in Schedule "A" attached hereto. FPS
may rely conclusively and act without further investigation upon any list,
instruction, certification, authorization or other instrument or paper
reasonably believed by FPS in good faith, to be genuine and unaltered, and
to have been signed, countersigned, or executed by duly authorized person
or persons, or upon the instructions of any officer of the Trust, or upon
the advice of counsel for the Trust or for FPS. FPS may record any transfer
of Shares which it reasonably believes to have been duly authorized or
may refuse to record any transfer of Shares if in good faith FPS
deems such refusal necessary in order to avoid any liability either
of the Trust or FPS. The Trust agrees to indemnify and hold harmless
FPS from and against any and all losses, costs, claims, and liability
which it may suffer or incur by reason of such reliance or acting or
refusing to act. FPS shall maintain and reconcile all operating bank
accounts necessary to facilitate all transfer agency processes;
including, but not limited to, distribution disbursements,
redemptions and payment clearance accounts.
Section 8. In the event of any request or demand for the
inspection of the Share records of the Series is received, FPS shall
use its best efforts to notify the Trust and to secure instructions
as to permitting or refusing such inspection. FPS may, however,
exhibit such records to any person in any case where it is advised by
its counsel that it may be held liable for failure to do so.
ISSUANCE OF SHARES
Section 9. Prior to the daily determination of net asset value
in accordance with the Series' Prospectus and Statement of Additional
Information, FPS shall process all purchase orders received since the
last determination of the Series' net asset value.
FPS shall calculate daily the amount available for investment
in Shares at the net asset value determined by the Series' pricing
agent as of the close of regular trading on the New York Stock
Exchange, the number of Shares and fractional Shares to be purchased
and the net asset value to be deposited with the Trust's custodian
bank (the "Custodian"). FPS shall place a purchase order daily with
the appropriate Series for the proper number of Shares and fractional
Shares to be purchased and confirm such number to the Trust, in
writing.
Section 10. Share certificates will not be issued in
conjunction with the sale of Shares.
Section 11. FPS, having made the calculations provided for
above, shall thereupon pay over the net asset value of Shares
purchased to the Custodian. The proper number of Shares and
fractional Shares shall then be issued daily and credited by FPS to
the Shareholder Registration Records. The Shares and fractional
Shares purchased for each Shareholder will be credited by FPS to that
Shareholder's separate account. FPS shall mail to each Shareholder a
confirmation of each purchase, with copies to the Trust, if
requested. Such confirmations will show the prior Share balance, the
new Share balance, the amount invested and the price paid for the
newly purchased Shares.
REDEMPTIONS
Section 12. FPS shall, prior to the daily determination of net
asset value in accordance with the Series' Prospectus and Statement
of Additional Information, process all requests from Shareholders to
redeem Shares and determine the number of Shares required to be
redeemed to make monthly payments, automatic payments or the like.
Thereupon, FPS shall advise the Trust of the total number of Shares
available for redemption and the number of Shares and fractional
Shares requested to be redeemed. FPS shall furnish the Trust with an
appropriate confirmation of the redemption and process the redemption
by filing with the Custodian an appropriate statement and make the
proper distribution and application of the redemption proceeds in
accordance with the Series' Prospectus and Statement of Additional
Information then in effect. The stock registry books recording
outstanding Shares, the shareholder registration records and the
individual account of the Shareholder shall be properly debited.
Section 13. The proceeds of redemption shall be remitted by
FPS by check mailed to the Shareholder at the Shareholder's
registered address or wired to an authorized bank account in
accordance with the Series' Prospectus and Statement of Additional
Information then in effect.
For the purposes of redemption of Shares which have been
purchased within 15 days of a redemption request, the Trust shall
provide FPS, from time to time, with Written Instructions concerning
the time within which such requests may be honored.
DIVIDENDS
Section 14. The Trust shall notify FPS of the date of each
dividend declaration or capital gains distribution. In addition, the
Trust shall provide to FPS five business days' prior written notice
of the record date for determining the Shareholders entitled to
payment. The per-share payment amount of any dividend or capital
gain shall be determined by the Trust and communicated to FPS.
Section 15. On or before each payment date, the Trust will
notify FPS of the total amount of the dividend or distribution
currently payable. FPS will, on the designated payment date,
automatically reinvest all dividends in additional Shares except in
cases where Shareholders have elected to receive distribution in
cash, in which case FPS will mail distribution checks to the
Shareholders for the proper amounts payable to them from monies
transferred by the Custodian to FPS for that purpose.
FEES
Section 16. The Trust agrees to pay FPS compensation for its
services and to reimburse it for expenses, at the rates and amounts
as set forth in Schedule "B" attached hereto, and as shall be set
forth in any amendments to such Schedule "B" approved by the Trust
and FPS. The Trust agrees and understands that FPS's compensation
will be comprised of two components, payable on a monthly basis, as
follows:
(i) an annual shareholder Account Maintenance Fee
calculated by multiplying the monthly average number of accounts for
Class A Shares and Class D Shares of the Trust by one twelfth
(1/12th) the respective account fee as stated in Schedule "B",
subject to a minimum fee per class, which the Trust hereby authorizes
FPS to collect by debiting the Trust's custody account for invoices
which are rendered for the services performed for the applicable
function. The invoices for the services performed will be sent to
the Trust after such debiting with the indication that payment has
been made; and
(ii) reimbursement of any reasonable out-of-pocket
expenses paid by FPS on behalf of the Trust, which out-of-pocket
expenses will be billed to the Trust within the first ten calendar
days of the month following the month in which such out-of-pocket
expenses were incurred. The Trust agrees to reimburse FPS for such
expenses within ten calendar days of receipt of such bill.
For the purpose of determining fees payable to FPS, the value
of the Series' net assets shall be computed at the times and in the
manner specified in the Series' Prospectus and Statement of
Additional Information then in effect.
During the term of this Agreement, should the Trust seek
services or functions in addition to those outlined above or in
Schedule "A" attached, a written amendment to this Agreement
specifying the additional services and corresponding compensation
shall be executed by both FPS and the Trust.
GENERAL PROVISIONS
Section 17. FPS shall maintain records (which may be part of
the stock transfer records) in connection with the issuance and
redemption of Shares, and the disbursement of dividends and dividend
reinvestments, in which will be noted the transactions effected for
each Shareholder and the number of Shares and fractional Shares owned
by each Shareholder. FPS agrees to make available upon request and
to preserve for the periods prescribed in Rule 31a-2 under the Act,
any records relating to services provided under this Agreement which
are required to be maintained by Rule 31a-1 under the Act.
Section 18. In addition to the services as Transfer Agent and
dividend disbursing agent set forth above, FPS may perform other
services for the Trust as agreed upon from time to time, including
but not limited to, preparation of and mailing Federal Tax
Information Forms and mailing semi-annual reports to shareholders of
the Trust.
Section 19. Nothing contained in this Agreement is intended to
or shall require FPS in any capacity hereunder, to perform any
functions or duties on any holiday, day of special observance or any
other day on which the New York Stock Exchange is closed. Functions
or duties normally scheduled to be performed on such days shall be
performed on, and as of, the next business day on which the New York
Stock Exchange is open.
Section 20. Limitation of Liability
(a) FPS, its directors, officers, employees, shareholders and
agents shall only be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the
performance of this Agreement that result from willful misfeasance,
bad faith, negligence or reckless disregard on the part of FPS
in the performance of its obligations and duties under this
Agreement.
(b) Any person, even though a director, officer, employee,
shareholder or agent of FPS, who may be or become an officer,
director, employee or agent of the Trust, shall be deemed when
rendering services to such entity or acting on any business of such
entity (other than services or business in connection with FPS's
duties under the Agreement), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of, or under the control or direction of FPS
even though such person may receive compensation from FPS.
(c) Notwithstanding any other provision of this Agreement,
the Trust shall indemnify and hold harmless FPS, its directors,
officers, employees, shareholders and agents from and against any and
all claims, demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature which FPS may
sustain or incur or which may be asserted against FPS by any person
by reason of, or as a result of (i) any action taken or omitted to be
taken by FPS in good faith, (ii) any action taken or omitted to be
taken by FPS in good faith in reliance upon any certificate,
instrument, order or stock certificate or other document reasonably
believed by FPS to be genuine and signed, countersigned or executed
by any duly authorized person, upon the oral or written instruction
of an authorized person of the Trust or upon the opinion of legal
counsel to the Trust; or (iii) any action taken in good faith or
omitted to be taken by FPS in connection with its appointment in
reliance upon any law, act, regulation or interpretation of the same
even though the same may thereafter have been altered, changed,
amended or repealed. Indemnification under this subparagraph shall
not apply, however, to actions or omissions of FPS or its directors,
officers, employees, shareholders or agents in cases of its or their
willful misfeasance, bad faith, negligence or reckless
disregard of its or their duties hereunder.
If a claim is made against FPS as to which FPS may seek
indemnity under this Section, FPS shall notify the Trust promptly
after any written assertion of such claim threatening to institute an
action or proceeding with respect thereto and shall notify the Trust
promptly of any action commenced against FPS within ten (10) days
after FPS shall have been served with a summons or other legal
process, giving information as to the nature and basis of the claim.
Failure to notify the Trust shall not, however, relieve the Trust
from any liability which it may have on account of the indemnity
under this Section 20(c) if the Trust has not been prejudiced in any
material respect by such failure.
The Trust and FPS shall cooperate in the control of the defense
of any action, suit or proceeding in which FPS is involved and for
which indemnity is being provided by the Trust to FPS. The Trust may
negotiate the settlement of any action, suit or proceeding subject to
FPS's approval, which shall not be unreasonably withheld. FPS shall
have the right, but not the obligation, to participate in the defense
or settlement of a claim or action, with its own counsel, but any
costs or expenses incurred by FPS in connection with, or as a result
of, such participation will be borne solely by FPS.
FPS shall have the right to participate in the defense of an
action or proceeding and to retain its own counsel, and the
reasonable fees and expenses of such counsel shall be borne by the
Trust (which shall pay such fees, costs and expenses at least
quarterly) if:
(i) FPS has received an opinion of counsel stating
that the use of counsel chosen by the Trust to represent FPS would
present such counsel with a conflict of interest;
(ii) the defendants in, or targets of, any such
action or proceeding include both FPS and the Trust, and legal
counsel to FPS shall have reasonably concluded that there are legal
defenses available to it which are different from or additional to
those available to the Trust or which may be adverse to or
inconsistent with defenses available to the Trust (in which case the
Trust shall not have the right to direct the defense of such action
on behalf of FPS); or
(iii) the Trust shall authorize FPS to employ
separate counsel at the expense of the Trust. Notwithstanding
anything to the contrary herein, it is understood that the Trust
shall not, in connection with any action, suit or proceeding or
related action, suit or proceeding, be liable under this Agreement
for the fees and expenses of more than one firm.
(d) The terms of this Section 20 shall survive the
termination of this Agreement.
Section 21. FPS is authorized, upon receipt of Written
Instructions from the Trust, to make payment upon redemption of
Shares without a signature guarantee. The Trust hereby agrees to
indemnify and hold FPS, its successors and assigns, harmless of and
from any and all expenses, damages, claims, suits, liabilities,
actions, demands, losses whatsoever arising out of or in connection
with a payment by FPS upon redemption of Shares pursuant to Written
Instructions and without a signature guarantee.
Section 22.
(a) The term of this Agreement shall be for a period of
two (2) years, commencing on the date which the Trust's registration
statement is declared effective by the U.S. Securities and Exchange
Commission ("Effective Date") and shall continue thereafter on a year
to year term subject to termination by either Party as set forth in
(c) below.
(b) The fee schedule set forth in Schedule "B" attached
shall be fixed for two (2) years commencing on the Effective Date of
this Agreement and shall continue thereafter subject to review and
adjustment as determined by the Parties.
(c) After the initial term of this Agreement, the Trust
or FPS may give written notice to the other of the termination of
this Agreement, such termination to take effect at the time specified
in the notice, which date shall not be less than one hundred eighty
(180) days after the date of receipt of such notice. Upon the
effective termination date, the Trust shall pay to FPS such
compensation as may be due as of the date of termination and shall
likewise reimburse FPS for any out-of-pocket expenses and
disbursements reasonably incurred by FPS to such date.
(d) If a successor to any of FPS's duties or
responsibilities under this Agreement is designated by the Trust by
written notice to FPS in connection with the termination of this
Agreement, FPS shall promptly, upon such termination and at the
expense of the Trust, transfer all required records which are the
property of the Trust and shall cooperate in the transfer of such
records, and its duties and responsibilities under the Agreement.
Section 23. The Trust shall file with FPS a certified copy of
each resolution of its Board of Trustees authorizing the execution of
Written Instructions or the transmittal of Oral Instructions, as
provided in Section 1 of this Agreement.
Section 24. This Agreement may be amended from time to time by
a supplemental agreement executed by the Trust and FPS.
Section 25. Except as otherwise provided in this Agreement,
any notice or other communication required by or permitted to be
given in connection with this Agreement shall be in writing, and
shall be delivered in person or sent by first class mail, postage
prepaid, to the respective parties as follows:
If to the Trust: If to FPS:
George D. Bjurman and Associates FPS Services, Inc.
10100 Santa Monica Boulevard 3200 Horizon Drive, P.O. Box 61503
Los Angeles, CA 90067-4103 King of Prussia, PA 19406-0903
Attn: G. Andrew Bjurman, President Attn: Kenneth J. Kempf, President
Section 26. Authority of Signatories The Parties represent
and warrant to each other that the execution and delivery of this
Agreement by the undersigned officer of each Party has been duly and
validly authorized; and, when duly executed, this Agreement will
constitute a valid and legally binding enforceable obligation of each
Party. The obligations under this Agreement shall be binding upon
the assets and property of the Trust and shall not be binding upon
any officer or shareholder of the Series individually.
Section 27. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be
an original, but such counterparts shall together constitute but one
and the same instrument.
Section 28. This Agreement shall extend to and shall be
binding upon the Parties and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by the
Trust without the written consent of FPS or by FPS without the
written consent of the Trust, authorized or approved by a resolution
of their respective Boards of Directors or Trustees.
Section 29. This Agreement shall be governed by the laws of
the State of California and the exclusive venue of any action arising
under this Agreement shall be Montgomery County, Commonwealth of
Pennsylvania.
Section 30. No provision of this Agreement may be amended or
modified, in any manner except in writing, properly authorized and
executed by FPS and the Trust.
Section 31. If any part, term or provision of this Agreement
is held by any court to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held
to be illegal or invalid, provided that the basic agreement is not
thereby substantially impaired.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement consisting in its entirety, of eleven typewritten pages,
together with Schedules "A," "B" and "C," to be signed by their duly
authorized officers as of the day and year first above written.
The Bjurman Funds
/s/ G. Andrew Bjurman
____________________________________
By: G. Andrew Bjurman, Co-President
/s/ O. Thomas Barry, III
______________________________________
By: O. Thomas Barry, III, Co-President
<PAGE>
FPS Services, Inc.
/s/ Kenneth J. Kempf
____________________________________
By: Kenneth J. Kempf, President
<PAGE>
<PAGE>
Schedule "A"
Transfer Agent/Shareholder Services
for
The Bjurman Funds
The following is a list of Services to be provided under this
Agreement:
I. - Shareholder File
1. Establish new accounts and enter demographic data
into shareholder base. Includes in-house processing
and NSCC - FundSERV - Networking transmissions.
2. Create Customer Information File (CIF) to link
accounts within the Fund and across funds within the
Fund Group. Facilitates account maintenance, lead
tracking, quality control, household mailings and
combined statements.
3. 100% quality control of new account information
including verification of initial investment.
* 4. Systematic linkage of shareholder accounts with exact
matches on social security number and address for the
purpose of consolidated account history reporting.
Periodic production of laser printed combined
statements.
* 5. Production of household mailing labels which enable
the Fund to do special mailings to each address in
the Fund Group rather than each account.
6. Maintain account and customer file records, based on
shareholder request and routine quality review.
7. Maintain tax ID certification and NRA records for
each account, including backup withholding.
8. Provide written confirmation of address changes.
9. Produce shareholder statements for daily activity,
dividends, on-request, third party and periodic
mailings.
* 10. Produce shareholder lists, labels and ad hoc reports
to Trust management as requested.
11. Automated processing of dividends and capital gains
with daily, monthly, quarterly or annual
distributions. Payment options include reinvestment,
directed payment to another fund, cash via mail, Fed
wire or ACH.
12. Image all applications, account documents, data
changes, correspondence, monetary transactions, and
other pertinent shareholder documents.
II. - Shareholder Services
1. Provide quality service through a staff of highly
trained NASD licensed customer service personnel,
including phone, research and correspondence
representatives.
2. Answer shareholder calls: provide routine account
information, transaction details including direct and
wire purchases, redemptions, exchanges systematic
withdraws, pre-authorized drafts, FundSERV and wire
order trades, problem solving and process telephone
transactions.
* 3. Customized recording of fund prices daily after
regular business hours for shareholder access.
4. Silent monitoring of shareholder calls by the phone
supervisor to ensure exceptional customer service.
5. Record and maintain tape recordings of all
shareholder calls for a six month period.
6. Phone Supervisor produces daily management reports of
shareholder calls which track volumes, length of
calls, average wait time and abandoned call rates to
ensure quality service.
7. Phone representatives are throughly trained through
in house training programs on the techniques of
providing Exceptional Customer Service.
8. Customer inquiries received by letter or telephone
are thoroughly researched by a correspondence team
member. These inquiries include such items as,
account/customer file information, complete
historical account information, stop payments on
checks and transaction details and lost certificates.
III. - Investment Processing
1. Initial investment (checks or Fed wires).
2. Subsequent investments (checks or Fed wires)
processed through lock box.
3. Pre-authorized investments (PAD) through ACH system.
4. Government allotments through ACH system.
5. Prepare and process daily bank deposit of shareholder
investments.
* 6. NSCC - Fund/SERV trades.
IV. - Redemption Processing
1. Process letter redemption requests.
2. Process telephone redemption transactions.
3. Establish Systematic Withdrawal file and process
automated transactions on monthly basis.
4. Issue checkbooks and process checkbook redemption
through agent bank.
5. Redemption proceeds distributed to shareholder by
check, Fed wire or ACH processing.
* 6. Provide NSCC - Fund/SERV trade processing.
V. - Exchange & Transfer Processing
1. Process legal transfers.
2. Process exchange transactions (letter and telephone requests).
3. Process ACATS transfers.
VI. - Retirement Plans
1. Fund sponsored IRAs offered using Semper Trust
Company as custodian. Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify IRA holders of 70 1/2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit birth date information
2. Fund sponsored SEP-IRA plans offered using Semper
Trust Company as custodian. Services include those
listed under IRAs and:
a. Identification of employer contributions
3. Fund sponsored Qualified plans offered:
a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions
VII. - Settlement & Control
1. Daily review of processed shareholder transactions to
assure input was processed correctly. Accurate trade
activity figures passed to Fund's Accounting Agent by
10:00 am EST.
2. Preparation of daily cash movement information to be
passed to Fund's Accounting Agent and Custodian Bank
by 10:00 a.m. EST for use in determining the Fund's
daily cash availability.
3. Prepare a daily share reconcilement which balances
the shares on the Transfer Agent system to those on
the books of the Fund.
4. Resolve any outstanding share or cash issues that are
not cleared by trade date + 2.
5. Process shareholder adjustments to include the proper
notification of any booking entries needed, as well
as any necessary cash movement.
6. Settlement and review of the Fund's declared
dividends and capital gains to include the following:
a. Review record date report for accuracy of shares.
b. Preparation of dividend settlement report after
dividend is posted. Verify the posting date
shares, the rate used and the NAV price of
reinvest date to ensure dividend was posted
properly.
c. Distribute copies to the Fund's Accounting Agent.
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement sheets for the cash
portion of the dividend payout on payable date.
7. Placement of stop payments on dividend and
liquidation checks as well as the issuance of their
replacements.
8. Maintain inventory control for dividend check form.
9. Aggregate tax filings for all FPS clients. Monthly
deposits to the IRS of all types withheld from
shareholder disbursements, distributions and foreign
account distributions. Correspond with the IRS
concerning any of the above issues.
10. Timely settlement and cash movement for all NSCC/FundSERV
activity.
IX. - Year End Processing
1. Maintain shareholder records in accordance with IRS
notices for under-reporting and invalid Tax IDs.
This includes initiating 31% backup withholding and
notifying shareholders of their tax status and the
corrective action which is needed.
2. Conduct annual W-9 solicitation of all uncertified
accounts. Update account tax status to reflect
backup withholding or certified status depending upon
responses.
3. Conduct periodic W-8 solicitation of all non-resident
alien shareholder accounts. Update account tax
status with updated shareholder information and
treaty rates for NRA tax.
4. Review IRS Revenue Procedures for changes in
transaction and distribution reporting and
specifications for the production of forms to ensure
compliance.
5. Coordinate year end activity with client. Activities
include producing year end statements, scheduling
record dates for year dividends and capital gains,
production of combined statements and printing of
inserts to be mailed with tax forms.
6. Distribute Dividend Letter to funds for them to sign
off on all distributions paid year to date. Dates
and rates must be authorized so that they can be used
for reporting to the IRS.
7. Coordinate the ordering of form and stock envelopes
from vendor in preparation of tax reporting. Review
against IRS requirements to ensure accuracy.
8. Prepare form flashes for the microfiche vendor. Test
and oversee the production of fiche for year end
statements and tax forms.
9. Match and settle tax reporting totals to fund records
and on-line data from Investar.
10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and
year end valuations. Quality assure forms before
mailing to shareholders.
11. Monitor IRS deadlines and special events such as
cross over dividends and prior year IRA
contributions.
12. Prepare IRS magnetic tapes and appropriate forms for
the filing of all reportable activity to the Internal
Revenue Service.
X. - Client Services
1. An Account Manager is assigned to each relationship.
The Account Manager acts as the liaison between the
Fund and the Transfer Agency. Responsibilities
include scheduling of events, system enhancement
implementation, special promotion/event
implementation and follow-up, and constant Fund
interaction on daily operational issues.
Specifically:
a. Scheduling of dividends, proxies, report mailings
and special mailings.
b. Coordinate with the Fund the shipment of materials
for scheduled mailings.
c. Liaison between the Fund and support services for
preparation of proofs and eventual printing of
statement forms, certificates, proxy cards,
envelopes, etc.
d. Handle all notification to the client regarding
proxy tabulation through the meeting. Coordinate
scheduling of materials including voted cards,
tabulation letters, and shareholder list to be
available for the meeting.
e. Order special reports, tapes, discs for special
systems requests received.
f. Implement new operational procedures, i.e., check
writing feature, load discounts, minimum waivers,
sweeps, telephone options, PAD promotions, etc.
g. Coordinate with systems, services and operations,
special events, i.e., mergers, new fund start ups,
small account liquidations, combined statements,
household mailings, additional mail files, etc.
h. Prepare standard operating procedures and review
prospectuses for new start up funds and our
current client base. Coordinate implementation of
suggested changes with the Fund.
i. Liaison between the Fund and the Transfer Agency
staff regarding all service and operational
issues.
2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account Manager
and mailroom.
c. Provide daily report totals to Account Manager for
client notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.
3. Blue Sky Processing
a. Maintain file with additions, deletions, changes
and updates at the Fund's direction.
b. Provide daily and monthly reports to enable the
Fund to do necessary state filings.
* Separate fees will apply for these services.
DAILY REPORTS
REPORT NUMBER REPORT DESCRIPTION
-- Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
MONTHLY REPORTS
REPORT DESCRIPTION
Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
Month To Date Sales - Demographics by Account Group
Account Analysis by Type
<PAGE>
Schedule "B"
Shareholder Services and Transfer Agent Fee Schedule
for
The Bjurman Funds
This Fee Schedule is fixed for a period of two (2) years from the
Effective Date
as that term is defined in the Agreement.
I. Transfer Agent and Shareholder Services:
$20.00 per account per year per portfolio
$21.00 per account per year per portfolio for share classes
with 12b-1 trails.
Minimum monthly fee - $2,250 per portfolio
Each additional class minimum monthly fee is $1,250.
II. IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
Account Maintenance Fee- $12.00 per account per year
(normally charged to participants)
III. FUND/SERV Processing (if applicable)
$1,000 One time start-up fee
IV. Networking Processing (if applicable)
$1,000 One time start-up fee
V. Out of Pocket Expenses:
The Bjurman Funds will reimburse FPS Services monthly for all
reasonable out-of-pocket expenses, including postage,
stationery (statements), telecommunications (telephone, fax,
dedicated 800 line, on-line access), special reports,
transmissions, records retention, tapes, couriers and any pre-approved
travel expenses.
VI. Additional Services
Activities of a non-recurring nature including but not limited
to fund consolidations, mergers, acquisitions, reorganizations
or the addition or deletion of a series are not included
herein, and will be quoted separately. To the extent The Bjurman
Funds should decide to issue additional separate classes of
shares, additional fees will apply. Any enhanced services,
programming requests or reports will be quoted upon request.<PAGE>
Schedule "C"
Identification of Series
Below are listed the "Series" to which services under this Agreement
are to be performed as of the execution date of the Agreement:
"The Bjurman Funds"
1. Bjurman Micro-Cap Fund
This Schedule "C" may be amended from time to time by agreement of
the Parties.
ADMINISTRATION AGREEMENT
This Agreement, dated as of the 5th day of March,
1997, made by and between The Bjurman Funds, (the "Trust") a business trust
operating an open-end, management investment company registered under
the Investment Company Act of 1940, as amended (the "Act"), duly organized
and existing under the laws of the State of Delaware and FPS Services, Inc.
("FPS"), a corporation duly organized and existing under the laws of the
State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to issue
separate series of shares representing interests in separate investment
portfolios (the "Series"), which Series are identified on Schedule "C"
attached hereto, and which Schedule "C" may be amended from time to time by
mutual agreement of the Trust and FPS; and
WHEREAS, the Parties desire to enter into an agreement whereby FPS will
provide certain administration services to the Trust on the terms and
conditions setforth in this Agreement; and
WHEREAS, FPS is willing to serve in such capacity and perform such
administrative services under the terms and conditions set forth below; and
WHEREAS, the Trust will provide all necessary information to FPS
concerning the Series so that FPS may appropriately execute its
responsibilities hereunder;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange of good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:
Section 1. Appointment The Trust hereby appoints FPS as
administrator and FPS hereby accepts such appointment. The Trust further
agrees to appoint FPS as administrator to any additional Series which, from
time to time, may be added to the Trust.
Section 2. Duties and Obligations of FPS
(a) Subject to the succeeding provisions of this section and
subject to the direction and control of the Board of Trustees of the Trust,
FPS shall provide to each of the Series all administrative services set forth
in Schedule "A" attached hereto, which Schedule is incorporated by reference
in its entirety into this Agreement. In addition to the obligations set
forth in Schedule "A", FPS shall (I) provide its own office space,
facilities, equipment and personnel for the performance of its duties under
this Agreement; and (ii) take all actions it deems necessary to
properly execute the administrative responsibilities of the Trust.
(b) So that FPS may perform its duties under the terms of this
Agreement, the Board of Trustees of the Trust shall direct the officers,
investment advisor, distributor, legal counsel, independent accountants and
custodian of the Trust to cooperate fully with FPS and to provide such
information, documents and advice relating to the Trust as is within the
possession or knowledge of such persons provided that no such person need
provide any information to FPS if to do so would, in the reasoned opinion of
counsel to the Trust, result in the loss of any privilege or confidential
treatment with respect to such information. In connection with its duties,
FPS shall be entitled to rely, and shall be held harmless by the Trust when
acting in reasonable reliance upon the instruction, advice or any documents
provided by the Trust to FPS by any of the aforementioned persons. All fees
charged by any such persons shall be deemed an expense of the Trust.
(c) Any activities performed by FPS under this Agreement shall conform
to the requirements of:
(1) the provisions of the Act and the Securities Act of 1933, as
amended, and of any rules or regulations in force thereunder;
(2) any other applicable provision of state and federal law;
(3) the provisions of the Trust Instrument of the Trust, as
amended from time to time;
(4) any policies and determinations of the Board of Trustees of
the Trust; and
(5) the fundamental policies of the Trust as reflected in its
registration statement filed pursuant to the Act.
FPS acknowledges that all records that it maintains for the Trust are the
property of the Trust and will be surrendered promptly to the Trust upon
written request. FPS will preserve, for the periods prescribed under Rule
31a-2 under the Act, all such records required to be maintained under Rule
31a-1 of the Act.
(d) Nothing in this Agreement shall prevent FPS or any officer thereof
from acting as administrator for any other person, firm or corporation. While
the administrative services supplied to the Trust may be different than those
supplied to other persons, firms or corporations, FPS shall provide the Trust
equitable treatment in supplying services. The Trust recognizes that it will
not receive preferential treatment from FPS as compared with the treatment
provided to other FPS clients. FPS agrees to maintain the records and all
other information of the Trust in a confidential manner and shall not use such
information for any purpose other than the performance of FPS's duties under
this Agreement.
Section 3. Allocation of Expenses All costs and expenses of the
Trust shall be paid by the Trust including, but not limited to:
(a) fees paid to an investment adviser (the "Adviser");
(b) interest and taxes;
(c) brokerage fees and commissions;
(d) insurance premiums;
(e) compensation and expenses of its Trustees who are not
affiliated persons of the Adviser;
(f) legal, accounting and audit expenses;
(g) custodian and transfer agent, or shareholder servicing agent,
fees and expenses;
(h) fees and expenses incident to the registration of the shares of
the Trust under Federal or state securities laws;
(i) expenses related to preparing, setting in type, printing and
mailing prospectuses, statements of additional information,
reports and notices and proxy material to shareholders of the
Trust;
(j) all expenses incidental to holding meetings of shareholders and
Trustees of the Trust;
(k) such extraordinary expenses as may arise, including litigation,
affecting the Trust and the legal obligations which the Trust
may have regarding indemnification of its officers and
directors; and
(l) fees and out-of-pocket expenses paid on behalf of the Trust by
FPS.
Section 4. Compensation of FPS The Trust agrees to pay FPS
compensation for its services and to reimburse it for expenses, at the rates
and amounts as set forth in Schedule "B" attached hereto, and as shall be set
forth in any amendments to such Schedule "B" approved by the Trust and FPS.
The Trust agrees and understands that FPS's compensation be comprised of two
components and payable on a monthly basis as follows:
(i) an asset based fee calculated on the Trust's total assets subject to
a minimum fee calculated on the number of series and classes within each
series, which the Trust hereby authorizes FPS to collect by debiting the
Trust's custody account for invoices which are rendered for the services
performed for the applicable function. The invoices for the services
performed will be sent to the Trust after such debiting with the indication
that payment has been made; and
(ii) reimbursement of any out-of-pocket expenses paid by FPS on behalf
of the Trust, which out-of-pocket expenses will be billed to the Trust within
the first ten calendar days of the month following the month in which such
out-of-pocket expenses were incurred. The Trust agrees to reimburse FPS for
such expenses within ten calendar days of receipt of such bill.
For the purpose of determining fees payable to FPS, the value of the
Trust's net assets shall be computed at the times and in the manner specified
in the Trust's Prospectus and Statement of Additional Information then in
effect.
During the term of this Agreement, should the Trust seek services or
functions in addition to those outlined above or in Schedule "A" attached, a
written amendment to this Agreement specifying the additional services and
corresponding compensation shall be executed by both FPS and the Trust.
Section 5. Duration
(a) The term of this Agreement shall be for a period of two (2) years,
commencing on the date which the Trust's registration statement is declared
effective by the U.S. Securities and Exchange Commission ("Effective Date")
and shall continue thereafter on a year to year term subject to termination by
either Party set forth in (c) below.
(b) The fee schedule set forth in Schedule "B" attached shall be fixed
for two (2) years commencing on the Effective Date of this Agreement and shall
continue thereafter subject to review and adjustment as determined by the
Parties.
(c) After the initial term of this Agreement, the Trust or FPS may give
written notice to the other of the termination of this Agreement, such
termination to take effect at the time specified in the notice, which date
shall not be less than one hundred eighty (180) days after the date of receipt
of such notice. Upon the effective termination date, the Trust shall pay to
FPS such compensation as may be due as of the date of termination and shall
likewise reimburse FPS for any out-of-pocket expenses and disbursements
reasonably incurred by FPS to such date.
(d) If a successor to any of FPS's duties or responsibilities under
this Agreement is designated by the Trust by written notice to FPS in
connection with the termination of this Agreement, FPS shall promptly, upon
such termination and at the expense of the Trust, transfer all records which
are the property of the Trust and shall cooperate in the transfer of such
records and its duties and responsibilities under the Agreement.
Section 6. Amendment No provision of this Agreement may be
amended or modified, in any manner except by a written agreement properly
authorized and executed by FPS and the Trust.
Section 7. Applicable Law This Agreement shall be governed by the
laws of the State of California and the exclusive venue of any action
arising under this Agreement shall be Montgomery County, Commonwealth of
Pennsylvania.
Section 8. Authority of Signatories The Parties represent and
warrant to each other that the execution and delivery of this Agreement by
the undersigned officer of each Party has been duly and validly authorized;
and, when duly executed, this Agreement will constitute a valid and legally
binding enforceable obligation of each Party. The obligations under this
Agreement shall be binding upon the assets and property of the Trust and
shall not be binding upon any officer or shareholder of the Series
individually.
Section 9. Limitation of Liability
(a) FPS, its directors, officers, employees, shareholders and agents
shall only be liable for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with the performance of this
Agreement that result from willful misfeasance, bad faith, negligence
or reckless disregard on the part of FPS in the performance of its obligations
and duties under this Agreement.
(b) Any person, even though a director, officer, employee, shareholder
or agent of FPS, who may be or become an officer, director, employee or agent
of the Trust, shall be deemed when rendering services to such entity or
acting on any business of such entity (other than services or business in
connection with FPS's duties under the Agreement), to be rendering such
services to or acting solely for the Trust and not as a director, officer,
employee,shareholder or agent of, or under the control or direction of FPS
even though such person may receive compensation from FPS.
(c) Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless FPS, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands, expenses
and liabilities (whether with or without basis in fact or law) of any and
every nature which FPS may sustain or incur or which may be asserted against
FPS by any person by reason of, or as a result of (i) any action taken or
omitted to be taken by FPS in good faith, (ii) any action taken or omitted to
be taken by FPS in good faith in reliance upon any certificate, instrument,
order or stock certificate or other document reasonably believed by FPS to be
genuine and signed, countersigned or executed by any duly authorized person,
upon the oral or written instruction of an authorized person of the Trust or
upon the opinion of legal counsel to the Trust; or (iii) any action taken in
good faith or omitted to be taken by FPS in connection with its appointment
in reliance upon any law, act, regulation or interpretation of the same even
though the same may thereafter have been altered, changed, amended or
repealed. Indemnification under this subparagraph shall not apply, however,
to actions or omissions of FPS or its directors, officers, employees,
shareholders or agents in cases of its or their willful misfeasance, bad
faith, negligence or reckless disregard of its or their duties
hereunder.
If a claim is made against FPS as to which FPS may seek indemnity under
this Section, FPS shall notify the Trust promptly after any written assertion
of such claim threatening to institute an action or proceeding with respect
thereto and shallnotify the Trust promptly of any action commenced against
FPS within ten (10) days after FPS shall have been served with a summons or
other legal process, giving information as to the nature and basis of the
claim. Failure to notify the Trust shall not, however, relieve the Trust from
any liability which it may have on account of the indemnity under this Section
9(c) if the Trust has not been prejudiced in any material respect by such
failure.
The Trust and FPS shall cooperate in the control of the defense of any
action, suit or proceeding in which FPS is involved and for which indemnity
is being provided by the Trust to FPS. The Trust may negotiate the settlement
of any action, suit or proceeding subject to FPS's approval, which shall not
be unreasonably withheld. FPS shall have the right, but not the obligation,
to participate in the defense or settlement of a claim or action, with its
own counsel, but any costs or expenses incurred by FPS in connection with,
or as a result of, such participation will be borne solely by FPS.
FPS shall have the right to participate in the defense of an action or
proceeding and to retain its own counsel, and the reasonable fees and
expenses of such counsel shall be borne by the Trust (which shall pay such
fees, costs and expenses at least quarterly) if:
(i) FPS has received an opinion of counsel stating that the
use of counsel chosen by the Trust to represent FPS would
present such counsel with a conflict of interest;
(ii) the defendants in, or targets of, any such action or
proceeding include both FPS and the Trust, and legal counsel
to FPS shall have reasonably concluded that there are legal
defenses available to it which are different from or additional
to those available to the Trust or which may be adverse to or
inconsistent with defenses available to the Trust (in which
case the Trust shall not have the right to direct the defense
of such action on behalf of FPS); or
(iii) the Trust shall authorize FPS to employ separate counsel
at the expense of the Trust. Notwithstanding anything to the
contrary herein, it is understood that the Trust shall not,
in connection with any action, suit or proceeding or related
action, suit or proceeding, be liable under this Agreement for
the fees and expenses of more than one firm.
(d) The terms of this Section 9 shall survive the termination of this
Agreement.
Section 10. Notices Except as otherwise provided in this Agreement,
any notice or other communication required by or permitted to be given in
connection with this Agreement shall be in writing, and shall be delivered in
person or sent by first class mail or by overnight delivery, postage prepaid
to the respective parties as follows:
If to The Bjurman Funds: If to FPS:
George D. Bjurman and Associates FPS Services, Inc.
10100 Santa Monica Boulevard 3200 Horizon Drive, P.O. Box 61503
Los Angeles, CA 90067-4103 King of Prussia, PA 19406-0903
Attention: G. Andrew Bjurman Attn: Kenneth J. Kempf, President
Section 11. If any part, term or provision of this Agreement is held by
any court to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the particular part, term
or provision held to be illegal or invalid, provided that the basic agreement
is not thereby substantially impaired.
Section 12. This Agreement shall extend to and shall be binding upon
theParties and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust
without the written consent of FPS or by FPS without the written consent
of the Trust, authorized or approved by a resolution of their respective
Boards of Directors or Trustees.
Section 13. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 14. This Agreement shall be governed by the laws of the State
of California and the exclusive venue of any action arising under this
Agreement shall be Montgomery County, Commonwealth of Pennsylvania.
Section 15. Section Headings Section and paragraph headings are for
convenience only and shall not be construed as part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting of eight typewritten pages, together with Schedules "A", "B" and
"C," to be signed by their duly authorized officers as of the day and year
first above written.
The Bjurman Funds FPS Services, Inc.
/s/ G. Andrew Bjurman /s/ Kenneth J. Kempf
____________________________________ ______________________________
By: G. Andrew Bjurman, Co-President By: Kenneth J. Kempf, President
/s/ O. Thomas Barry, III
______________________________________
By: O. Thomas Barry, III, Co-President
<PAGE>
Schedule "A"
Fund Administration Services
for
The Bjurman Funds
Additional Tasks
for Multiple Classes
I. Regulatory Compliance
A. Compliance - Federal Investment Company
Act of 1940
1. Review, report and renew
a. investment advisory contracts
b. fidelity bond
c. underwriting contracts. . . . . additional liability
d. distribution (12b-1) plans. . . separate on certain
classes only
e administration contracts
f. accounting contracts
g. custody administration contracts
h. transfer agent and shareholder
services
2. Filings
a. N-SAR (semi-annual report) . . additional
reporting required
b. N-1A (prospectus), post- requires some
effective amendments and additional
suppliments ("stickers"). . . . reporting for cap
stock and financial
information
c. 24f-2 indefinate registration
of shares
d. filing fidelity bond under 17g-1
e. filing shareholder reports
under 30(b)2-1
3. Annual up-dates of biographical
information and questionnaires for
Directors/Trustees and Officers
B. Compliance - Other
1. applicable stock exchange rules
2. applicable state tax laws
<PAGE>
Additional
Tasks for
Multiple
Classes
II. Corporate Business and Shareholder/Public Information
A. Directors/Trustees/Management
1. Preparation of meetings
a. agendas - all necessary items separate special
of compliance reports on 12b-1
and expenditures
b. arrange and conduct meetings
c. prepare minutes of meetings
d. keep attendance records
e. maintain corporate records/
minute book
B. Coordinate Proposals
1. Printers
2. Auditors
3. Literature fulfillment
4. Insurance
C. Maintain Corporate Calendars and Files separate by class
D. Release Corporate Information
1. To shareholders
2. To financial and general press
3. To industry publications additional
questionnaires
and/or announcements
some pertinent to
only 1 class
a. distributions (dividends and
capital gains) separate
calculation for
each class
b. tax information
c. changes to prospectus
d. letters from management
e. funds' performance separate
performance
by class
4. Respond to:
a. financial press
b. miscellaneous shareholders
inquiries
c. industry questionnaires<PAGE>
Additional Tasks
for Multiple
Classes
E. Communications to Shareholders separate class
information for
financial highlights
table and notes
1. Coordinate printing and distribution
of annual, semi-annual reports,
and prospectus
III. Financial and Management Reporting
A. Income and Expenses
1. Expense figures calculated and
accrual levels set separate by class
2. Monitoring of expenses and expense
caps (monthly) separate by class
3. Approve and coordinate payment of
expenses
4. Checking Account Reconciliation
(monthly) and establish Fund operating
expense checking account
5. Calculation of advisory fee, 12b-1 fee
and reimbursements to fund,
(if applicable)
6. Authorize the recording and amortization
of organizational costs and pre-paid
expenses (supplied by adviser), for
start-up funds and reorganizations
7. Calculation of average net assets separate by class
8. Expense ratios calculated separate by class
B. Distributions to Shareholders
1. Projections of distribution amounts
2. Calculations of dividends and capital separate dividend
gain distributions (in conjunction with calculations
the Fund and their auditors)
a. compliance with income tax requires additional
provisions calculations
b. compliance with excise tax
provisions
c. compliance with Investment Company
Act of 1940, as amended<PAGE>
Additional Tasks
for Multiple
Classes
3. Book/Tax identification and adjustments
at required distribution periods
(in conjunction with the Fund and their
auditors)
C. Financial Reporting
1. Liaison between fund management,
independent auditors and printers
for shareholder reports requires additional
formatting and
review
2. Prepare of semi-annual
and annual reports to shareholders requires additional
disclosure and
reporting by class
3. 60 day delivery to shareholders
4. Preparation of semi-annual and
annual N-SAR's (Financial Data) requires additional
disclosure and
reporting by class
5. Preparation of Financial Statements
for required SEC Post-Effective
Amendments (if applicable) requires additional
disclosure and
reporting by class
6. Preparation of required performance
graph (annually)(based on management
supplied indicies) separate by class
D. Subchapter M Compliance (monthly)
1. Asset diversification test
2. Short/short test
3. Income qualification test
E. Other Financial Analysis
1. Upon request from fund management, requires additional
other budgeting and analyses can be disclosure and
constructed to meet a fund's specific reporting by class
needs (additional fees may apply)
2. Sales information, portfolio turnover
(monthly)
3. Work closely with independent requires additional
auditors on return of capital disclosure and
presentation, excise tax calculation reporting by class
Additional Tasks
for Multiple
Classes
4. Performance (total return)
calculation (monthly) separate by class
5. 1099 Miscellaneous - prepared and filed
for Directors/Trustees (annual)
6. Analysis of interest derived from various
Government obligations (annual) (if
interest income was distributed in a calendar
year)
7. Review and characterize 1099- Dividend
Forms separate by class
8. Prepare and coordinate with printer and
Account Management with printing and
mailing of 1099 Dividend Insert cards separate by class
F. Review and Monitoring Functions (monthly)
1. Review expense and reclassification
entries to ensure proper update requires additional
disclosure and
reporting by class
2. Perform various reviews to ensure
accuracy of subscription/liquidation
schedules, Accounting (the monthly
expense analysis), and Custody
(review of daily bank statements to require additional
ensure accurate expense movements) review by class
3. Review accruals and expenditures
(where applicable) separate by class
G. Preparation and distribution of monthly
operational reports to management by
10th Business Day requires additional
disclosure and
reporting by class
1. Management Statistics (Recap) separate by class
a. portfolio summary
b. book gains/losses/per share
c. net income, book income/per share
d. capital stock activity
e. distributions
2. Performance Analysis separate by class
a. total return
b. monthly, quarterly,
year to date, average annual returns
Additional Tasks
for Multiple
Classes
3. Expense Analysis separate by class
a. schedule
b. summary of due to/from adviser
c. expenses paid
d. expense cap
e. accrual monitoring
f. advisory fee
4. Short-Short Analysis
a. short-short income
b. gross income (components)
5. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
6. Asset Diversification Test
a. gross assets
b. non-qualifying assets
7. Activity Summary separate by class
a. shares sold, redeemed and
reinvested
b. change in investment
H. Provide rating agencies statistical data as requires additional
requested (monthly/quarterly) reporting by class
I. Standard schedules for Board Package
(Quarterly) separate by class
1. Activity Summary
(III-G-7 from above)
2. Expense analysis
3. Other schedules can be provided
(additional fees may apply)
<PAGE>
Schedule "B"
Administration Services Fee Schedule
for
The Bjurman Funds
This Fee Schedule is fixed for a period of two (2) years from the Effective
Date as that term is defined in the Agreement.
I. Subject to a minimum annual fee of $55,000 for the initial Series' first
class of shares and $12,000 for each additional separate series or class
thereof, the Trust agrees to pay FPS each month an asset based fee calculated
at the annual rate of:
.0015 On the First $ 50 Million of the Average Net Assets of the
Trust;
.0010 On the Next $ 50 Million of the Average Net Assets of the
Trust; and
.0005 Over $100 Million of the Average Net Assets of the
Trust
II. Out-of-Pocket Expenses:
The Trust will reimburse FPS Services monthly for all out-of-pocket
expenses, including postage, telecommunications (telephone and fax),
special reports, cost of EDGAR filings, Board Meeting materials, approved
record retention, transportation costs as incurred and copying and sending
materials to independent accountants for off-site audits.
III. Additional Services
Activities of a non-recurring nature including but not limited to fund
consolidations, mergers, acquisitions, reorganizations, the addition or
deletion of a series, and shareholder meetings/proxies, are not included
herein, and may be quoted separately upon request. To the extent the
Trust should decide to issue additional multiple/separate classes of
shares, additional fees will apply. Any additional/enhanced services or
reports will be quoted upon request.
IV. Blue Sky Administration
$150 per permit/per state/per year (This fee will be waived in the first
year from effective date)
NOTE: The above fee will cover normal business filings described in our
outline. An additional fee of $25 per filing will be charged for
non-standard filings such as secondary post-effective amendments,
additional classes of shares or mergers and acquisitions.
<PAGE>
Schedule "C"
Identification of Series
Below are listed the Series and Classes of Shares to which services under
this Agreement are to be performed as of the Effective Date of this Agreement:
"The Bjurman Funds"
1. Bjurman Micro-Cap Fund
This Schedule "C" may be amended from time to time by agreement of the
Parties.
ACCOUNTING SERVICES AGREEMENT
This Agreement, dated as of the 5th day of March, 1997 made
by and between The Bjurman Funds (the "Trust"), a business
trust operating as an open end management investment company
registered under the Investment Company Act of 1940, as amended (the
"Act"), duly organized and existing under the laws of the State of
Delaware and FPS Services, Inc. ("FPS"), a corporation duly organized
and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to
issue separate series of shares representing interests in separate
investment portfolios (the "Series"), which Series and separate
classes of shares (the "Classes") are identified on Schedule "C"
attached hereto, and which Schedule "C" may be amended from time to
time by mutual agreement of the Trust and FPS; and
WHEREAS, the Trust desires to appoint FPS as Accounting
Services Agent to maintain and keep current the books, accounts,
records, journals or other records of original entry relating to the
business of the Trust (the "Accounts and Records") and to perform
certain other functions in connection with such Accounts and Records
pursuant to the terms and conditions set forth in this Agreement; and
WHEREAS, FPS is willing to serve in such capacity and perform
such functions pursuant to the terms and conditions set forth in this
Agreement; and
WHEREAS, the Trust will provide all necessary information
concerning the Series to FPS so that FPS may appropriately execute
its responsibilities hereunder;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and in exchange of good and valuable
consideration, the sufficiency and receipt of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, do
hereby agree as follows:
Section 1. Appointment The Trust hereby appoints FPS as
Accounting Services Agent and FPS hereby accepts such appointment.
The Trust also agrees to appoint FPS as Accounting Services Agent for
any additional Series which, from time to time, may be added to the
Trust.
Section 2. Definitions. For purposes of this Agreement:
Oral Instructions shall mean an authorization, instruction,
approval, item or set of data, or information of any kind transmitted
to FPS in person or by telephone, telegram, telecopy, or other
mechanical or documentary means lacking an original signature, by a
person or persons reasonably identified to FPS to be a person or
persons authorized by a resolution of the Board of Trustees of the
Trust, to give such Oral Instructions on behalf of the Trust.
Written Instructions shall mean an authorization, instruction,
approval, item or set of data or information of any kind transmitted
to FPS in original writing containing an original signature or a copy
of such document transmitted by telecopy including transmission of
such signature reasonably identified to FPS to be the signature of a
person authorized by a resolution of the Board of Trustees of the
Trust to give written instructions on behalf of the Trust.
The Trust shall file with FPS a certified copy of each
resolution of its Board of Trustees authorizing execution of Written
Instructions or the transmittal of Oral Instructions as provided
above.
Section 3. To the extent FPS receives the necessary
information from the Trust or its agents by Written or Oral
Instructions, FPS shall maintain and keep current the following
Accounts and Records and any other records required to be kept
pursuant to Rule 31a-1 of the Act relating to the business of the
Trust in such form as may be mutually agreed upon between the Trust
and FPS:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid and Payable Schedule
(d) Purchase and Sales Journals - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers - Transaction Report and Tax Lot
Holdings Report
(g) Broker Ledger - Commission Report
(h) Daily Expense Accruals
(i) Daily Interest Accruals
(j) Daily Trial Balance
(k) Portfolio Interest Receivable and Income Journal
(l) Portfolio Dividend Receivable and Income Register
(m) Listing of Portfolio Holdings - showing cost, market
value and percentage of portfolio comprised of each
security.
(n) Average Daily Net assets provided on monthly basis.
The necessary information to perform the above functions and
the calculation of the net asset value of the Trust as provided
below, is to be furnished by Written or Oral Instructions to FPS each
day (in accordance with the time frame identified below) prior to the
close of regular trading on the New York Stock Exchange.
Section 4. FPS shall perform the ministerial calculations
necessary to calculate the net asset value for each Class of shares
each day that the New York Stock Exchange is open for business, in
accordance with; (i) the current Prospectus and Statement of
Additional Information for the Trust, and (ii) procedures with
respect thereto approved by the Board of Trustees of the Trust and
supplied in writing to FPS. Portfolio items for which market
quotations are available by FPS's use of an automated financial
information service (the "Service") shall be based on the closing
prices of such Service except where the Trust has given or caused to
be given specific Written or Oral Instructions to utilize a different
value subject to the appropriate provisions in the Trust's Prospectus
and Statement of Additional Information then in effect. All of the
portfolio securities shall be given such values as the Trust provides
by Written or Oral Instructions including all restricted securities
and other securities requiring valuation not readily ascertainable
solely by such Service subject to the appropriate provisions in the
Trust's Prospectus and Statement of Additional Information then in
effect. FPS shall have no responsibility or liability for; (i) the
accuracy of prices quoted by such Service; (ii) the accuracy of the
information supplied by the Trust, or (iii) any loss, liability,
damage, or cost arising out of any inaccuracy of such data. FPS
shall have no responsibility or duty to include information or
valuations to be provided by the Trust in any computation unless and
until it is timely supplied to FPS in usable form. FPS shall record
corporate action information as received from the custodian of the
Trust's assets (the "Custodian"), the Service or the Trust. FPS
shall have no duty to gather or record corporate action information
not supplied by these sources.
FPS will assume no liability for price changes caused by the
investment adviser(s), the Custodian, suppliers of security prices
and corporate action and dividend information, or any party other
than FPS itself.
In the event an error is made by FPS which creates a price
change of an amount greater than or equal to one half of one percent
of the correct net asset value ("NAV"), consideration must be given
to the effect of the price change as described below. Notwithstanding
the provisions of Section 12, the following provisions govern FPS's
liability for errors in calculating the NAV of the Series:
If the NAV should have been higher for a date or
dates in the past, the error would have the effect of
having given more shares to subscribers and less money to
redeemers to which they were entitled. Conversely, if
the NAV should have been lower, the error would have the
effect of having given less shares to subscribers and
overpaying redeemers.
If the error affects the prior business day's NAV
only, and if FPS can rerun the prior day's work before
shareholder statements and checks are mailed, the Trust
hereby accepts this manner of correcting the error.
If the error spans five (5) business days or less,
FPS shall reprocess shareholder purchases and redemptions
where redeeming shareholders have been underpaid. FPS
shall assume liability to the Trust for overpayments to
shareholders who have fully redeemed.
If the error spans more than five (5) business
days, FPS would bear the liability to the Trust for, (i)
paying for the excess shares given to shareholders if the
NAV should have been higher, or, (ii) funding
overpayments to shareholders who have redeemed if the NAV
should have been lower. The cost of any reprocessing
required for shareholders who have been credited with
fewer shares than appropriate or for redeeming
shareholders who are due additional amounts of money will
also be borne by FPS.
Section 5. For all purposes under this Agreement, FPS is
authorized to act upon receipt of the first of any Written or Oral
Instruction it receives from the Trust or its agents on behalf of the
Trust. In cases where the first instruction is an Oral Instruction
that is not in the form of a document or written record, a
confirmatory Written Instruction or Oral Instruction in the form of a
document or written record shall be delivered, and in cases where FPS
receives an Instruction, whether Written or Oral, to enter a
portfolio transaction on the records, the Trust shall cause the
broker/dealer executing such transaction to send a written
confirmation to the Custodian. FPS shall be entitled to rely on the
first Instruction received, and for any act or omission undertaken in
compliance therewith shall be free of liability and fully indemnified
and held harmless by the Trust, provided however, that in the event a
Written or Oral Instruction received by FPS is countermanded by a
timely received subsequent Written or Oral Instruction prior to
acting upon such countermanded Instruction, FPS shall act upon such
subsequent Written or Oral Instruction. The sole obligation of FPS
with respect to any follow-up or confirmatory Written Instruction,
Oral Instruction in documentary or written form, shall be to make
reasonable efforts to detect any such discrepancy between the
original Instruction and such confirmation and to report such
discrepancy to the Trust. The Trust shall be responsible, at the
Trust's expense, for taking any action, including any reprocessing,
necessary to correct any discrepancy or error. To the extent such
action requires FPS to act, the Trust shall give FPS specific Written
Instruction as to the action required.
Section 6. The Trust shall cause the Custodian to forward to
FPS a daily statement of cash and portfolio transactions. At the end
of each month, the Trust shall cause the Custodian to forward to FPS
a monthly statement of portfolio positions, which will be reconciled
with the Trust's Accounts and Records maintained by FPS. FPS will
report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.
Section 7. FPS shall promptly supply daily and periodic
reports to the Trust as requested by the Trust and agreed upon by
FPS.
Section 8. The Trust shall provide and shall require each of
its agents (including the Custodian) to provide FPS as of the close
of each business day, or on such other schedule as the Trust
determines is necessary, with Written or Oral Instructions (to be
delivered to FPS by 11:00 a.m., Eastern time, the next following
business day) containing all data and information necessary for FPS
to maintain the Trust's Accounts and Records and FPS may conclusively
assume that the information it receives by Written or Oral
Instructions is complete and accurate.
Section 9. The Accounts and Records, in the agreed-upon
format, maintained by FPS shall be the property of the Trust and
shall be made available to the Trust promptly upon request and shall
be maintained for the periods prescribed in Rules 31a-1 and 31a-2
under the Act. FPS shall assist the Trust's independent auditors, or
upon approval of the Trust, or upon demand, any regulatory body, in
any requested review of the Trust's Accounts and Records but shall be
reimbursed for all expenses and employee time invested in any such
review outside of routine and normal periodic review and audits.
Upon receipt from the Trust of the necessary information, FPS shall
supply the necessary data for the Trust or an independent auditor's
completion of any necessary tax returns, questionnaires, periodic
reports to Shareholders and such other reports and information
requests as the Trust and FPS shall agree upon from time to time.
Section 10. In case of any request or demand for the
inspection of the records of the Trust, FPS shall use its best
efforts to notify the Trust and to secure instructions as to
permitting or refusing such inspection. FPS may however, exhibit
such records to any person in any case where it is advised in writing
by its counsel that it may be held liable for failure to do so.
Section 11. FPS and the Trust may from time to time adopt such
procedures as agreed upon in writing, and FPS may conclusively assume
that any procedure approved by the Trust or directed by the Trust,
does not conflict with or violate any requirements of the Trust's
Prospectus, Statement of Additional Information, Trust Instrument or
any rule or regulation of any regulatory body or governmental agency.
The Trust shall be responsible for notifying FPS of any changes in
regulations or rules which might necessitate changes in FPS's
procedures, and for working out with FPS such changes.
Section 12. Limitation of Liability
(a) FPS, its directors, officers, employees, shareholders and
agents shall only be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the
performance of this Agreement that result from willful misfeasance,
bad faith, negligence or reckless disregard on the part of FPS
in the performance of its obligations and duties under this
Agreement.
(b) Any person, even though a director, officer, employee,
shareholder or agent of FPS, who may be or become an officer,
director, employee or agent of the Trust, shall be deemed when
rendering services to such entity or acting on any business of such
entity (other than services or business in connection with FPS's
duties under the Agreement), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of, or under the control or direction of FPS
even though such person may receive compensation from FPS.
(c) Notwithstanding any other provision of this Agreement,
the Trust shall indemnify and hold harmless FPS, its directors,
officers, employees, shareholders and agents from and against any and
all claims, demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature which FPS may
sustain or incur or which may be asserted against FPS by any person
by reason of, or as a result of (i) any action taken or omitted to be
taken by FPS in good faith, (ii) any action taken or omitted to be
taken by FPS in good faith in reliance upon any certificate,
instrument, order or stock certificate or other document reasonably
believed by FPS to be genuine and signed, countersigned or executed
by any duly authorized person, upon the oral or written instruction
of an authorized person of the Trust or upon the opinion of legal
counsel to the Trust; or (iii) any action taken in good faith or
omitted to be taken by FPS in connection with its appointment in
reliance upon any law, act, regulation or interpretation of the same
even though the same may thereafter have been altered, changed,
amended or repealed. Indemnification under this subparagraph shall
not apply, however, to actions or omissions of FPS or its directors,
officers, employees, shareholders or agents in cases of its or their
willful misfeasance, bad faith, negligence or reckless
disregard of its or their duties hereunder.
If a claim is made against FPS as to which FPS may seek
indemnity under this Section, FPS shall notify the Trust promptly
after any written assertion of such claim threatening to institute an
action or proceeding with respect thereto and shall notify the Trust
promptly of any action commenced against FPS within ten (10) days
after FPS shall have been served with a summons or other legal
process, giving information as to the nature and basis of the claim.
Failure to notify the Trust shall not, however, relieve the Trust
from any liability which it may have on account of the indemnity
under this Section 12(c) if the Trust has not been prejudiced in any
material respect by such failure.
The Trust and FPS shall cooperate in the control of the defense
of any action, suit or proceeding in which FPS is involved and for
which indemnity is being provided by the Trust to FPS. The Trust may
negotiate the settlement of any action, suit or proceeding subject to
FPS's approval, which shall not be unreasonably withheld. FPS shall
have the right, but not the obligation, to participate in the defense
or settlement of a claim or action, with its own counsel, but any
costs or expenses incurred by FPS in connection with, or as a result
of, such participation will be borne solely by FPS.
FPS shall have the right to participate in the defense of an
action or proceeding and to retain its own counsel, and the
reasonable fees and expenses of such counsel shall be borne by the
Trust (which shall pay such fees, costs and expenses at least
quarterly) if:
(i) FPS has received an opinion of counsel stating
that the use of counsel chosen by the Trust to represent FPS would
present such counsel with a conflict of interest;
(ii) the defendants in, or targets of, any such
action or proceeding include both FPS and the Trust, and legal
counsel to FPS shall have reasonably concluded that there are legal
defenses available to it which are different from or additional to
those available to the Trust or which may be adverse to or
inconsistent with defenses available to the Trust (in which case the
Trust shall not have the right to direct the defense of such action
on behalf of FPS); or
(iii) the Trust shall authorize FPS to employ
separate counsel at the expense of the Trust. Notwithstanding
anything to the contrary herein, it is understood that the Trust
shall not, in connection with any action, suit or proceeding or
related action, suit or proceeding, be liable under this Agreement
for the fees and expenses of more than one firm.
(d) The terms of this Section 12 shall survive the
termination of this Agreement.
Section 13. All financial data provided to, processed by, and
reported by FPS under this Agreement shall be stated in United States
dollars. FPS's obligation to convert, equate or deal in foreign
currencies or values extends only to the accurate transposition of
information received from the various pricing and informational
services into FPS's Investment Accounting System.
Section 14. The Trust agrees to pay FPS compensation for its
services and to reimburse it for expenses, at the rates and amounts
as set forth in Schedule "B" attached hereto, and as shall be set
forth in any amendments to such Schedule "B" approved by the Trust
and FPS. The Trust agrees and understands that FPS's compensation be
comprised of two components and payable on a monthly basis as
follows:
(i) an asset based fee calculated on the Trust's
total assets, subject to a minimum fee calculated on the number of
Series and classes within each Series, which the Trust hereby
authorizes FPS to collect by debiting the Trust's custody account for
invoices which are rendered for the services performed for the
applicable function. The invoices for the services performed will be
sent to the Trust after such debiting with the indication that
payment has been made. And,
(ii) reimbursement of any reasonable out-of-pocket
expenses paid by FPS on behalf of the Trust, which out-of-pocket
expenses will be billed to the Trust within the first ten calendar
days of the month following the month in which such out-of-pocket
expenses were incurred. The Trust agrees to reimburse FPS for such
expenses within ten calendar days of receipt of such bill.
For the purpose of determining fees payable to FPS, the value
of the Series' net assets shall be computed at the times and in the
manner specified in the Series' Prospectus and Statement of
Additional Information then in effect.
During the term of this Agreement, should the Trust seek
services or functions in addition to those outlined above or in
Schedule "A" attached, a written amendment to this Agreement
specifying the additional services and corresponding compensation
shall be executed by both FPS and the Trust.
Section 15. Nothing contained in this Agreement is intended to
or shall require FPS, in any capacity hereunder, to perform any
functions or duties on any holiday, day of special observance or any
other day on which the New York Stock Exchange is closed. Functions
or duties normally scheduled to be performed on such days shall be
performed on, and as of, the next succeeding business day on which
the New York Stock Exchange is open. Notwithstanding the foregoing,
FPS shall compute the net asset value of each Series on each day
required pursuant to (i) Rule 22c-1 promulgated under the Investment
Company Act of 1940, as amended, and (ii) the Trust's Prospectus and
Statement of Additional Information then in effect.
Section 16.
(a) The term of this Agreement shall be for a period of
two (2) years, commencing on the date which the Trust's registration
statement is declared effective by the U.S. Securities and Exchange
Commission ("Effective Date") and shall continue thereafter on a year
to year term subject to termination by either Party as set forth in
(c) below.
(b) The fee schedule set forth in Schedule "B" attached
shall be fixed for (2) years commencing on the Effective Date of this
Agreement and shall continue thereafter subject to its review,
adjustment or termination as set forth in section (c) below.
(c) After the initial term of this Agreement, the Trust
or FPS may give written notice to the other of the termination of
this Agreement, such termination to take effect at the time specified
in the notice, which date shall not be less than one hundred eighty
(180) days after the date of receipt of such notice. Upon the
effective termination date, the Trust shall pay to FPS such
compensation as may be due as of the date of termination and shall
likewise reimburse FPS for any out-of-pocket expenses and
disbursements reasonably incurred by FPS to such date.
(d) If a successor to any of FPS's duties or
responsibilities under this Agreement is designated by the Trust by
written notice to FPS in connection with the termination of this
Agreement, FPS shall promptly, upon such termination and at the
expense of the Trust, transfer all accounts and required records
which belong to the Trust and shall cooperate in the transfer of such
records, and its duties and responsibilities under the Agreement.
Section 17. Except as otherwise provided in this Agreement,
any notice or other communication required by or permitted to be
given in connection with this Agreement shall be in writing, and
shall be delivered in person or sent by first class mail, postage
prepaid to the respective parties as follows:
If to the Trust: If to FPS:
George D. Bjurman and Associates. FPS Services, Inc.
10100 Santa Barbara Boulevard 3200 Horizon Drive, P.O. Box 61503
Los Angeles, CA 90067-4103 King of Prussia, PA 19406-0903
Attn: G. Andrew Bjurman, President Attn: Kenneth J. Kempf, President
Section 18. This Agreement may be amended from time to time by
supplemental agreement executed by the Trust and FPS and the
compensation stated in Schedule "B" attached hereto may be adjusted
accordingly as mutually agreed upon.
Section 19. The Parties represent and warrant to each other
that the execution and delivery of this Agreement by the undersigned
officer of each Party has been duly and validly authorized; and, when
duly executed, this Agreement will constitute a valid and legally
binding enforceable obligation of each Party.
Section 20. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and
the same instrument.
Section 21. This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Trust without the written consent of FPS or by FPS
without the written consent of the Trust, authorized or approved by a
resolution of its respective Boards of Directors and Trustees.
Section 22. This Agreement shall be governed by the laws of
the State of California and the exclusive venue of any action arising
under this Agreement shall be Montgomery County, Commonwealth of
Pennsylvania.
Section 23. No provision of this Agreement may be amended or
modified, in any manner except by a written agreement properly
authorized and executed by FPS and the Trust.
Section 24. If any part, term or provision of this Agreement
is held by any court to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held
to be illegal or invalid.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement consisting of eleven typewritten pages, together with
Schedules "A", "B" and "C", to be signed by their duly authorized
officers as of the day and year first above written.
The Bjurman Funds
/s/G. Andrew Bjurman
By: G. Andrew Bjurman, Co-President
/s/ O. Thomas Barry, III
By: O. Thomas Barry, III,
Co-President
<PAGE>
FPS Services, Inc.
/s/ Kenneth Kempf
By: Kenneth J. Kempf, President<PAGE>
<PAGE>
Schedule "A"
Fund Accounting and Portfolio Valuation Services
to be performed on behalf of
The Bjurman Funds
Daily Accounting Services
1) Calculate Net Asset Value ("NAV") and Offering Price Per Share:
Series Level
Update the daily market value of securities held by the
Series using FPS's standard agents for pricing domestic
equity and bond securities. The domestic equity pricing
services are Reuters, Inc., Muller Data Corporation, J.J.
Kenny Co., Inc. and Interactive Data Corporation (IDC).
Muller Data, Telerate Systems, Inc., J.J. Kenny Co., Inc.
and IDC are used for bond and money market prices/yields.
Bloomberg is available and used for price research.
Enter limited number of manual prices supplied by Bjurman
Micro-Cap Fund and/or broker.
Review variance reporting on-line and in hard copy for
price changes in individual securities using variance
levels established by Bjurman Micro-Cap Fund. Verify US
dollar security prices exceeding variance levels by
notifying Bjurman Micro-Cap Fund and pricing sources of
noted variances.
Review for ex-dividend items indicated by pricing
sources; trace to Fund's general ledger for agreement.
Series and Each Class
Allocate daily unrealized Fund appreciation/depreciation
to classes based upon value of outstanding class shares.
Prepare NAV proof sheets. Review components of change in
NAV for reasonableness. Complete Fund and class control
proofs.
Communicate required pricing information (NAV) to Bjurman
Micro-Cap Fund, Transfer Agent and electronically to
NASDAQ.
2) Determine and Report Cash Availability to Series by
approximately 9:30 AM Eastern Time:
Series Level
Receive daily cash and transaction statements from the
Custodian by 8:30 AM Eastern time.
Receive previous day shareholder activity reports from
the Transfer Agent by 8:30 AM Eastern time. Class level
shareholder activity will be accumulated into the Fund's
available cash balances.
Fax hard copy Cash Availability calculations with all
details to Bjurman Micro-Cap Fund.
Supply Bjurman Micro-Cap Fund with 3-day cash projection
report.
For the Fund, prepare and complete daily bank cash
reconciliations including documentation of any
reconciling items and notify the Custodian and Bjurman
Micro-Cap Fund.
3) Reconcile and Record All Daily Expense Accruals:
Series Level
Accrue expenses based on budget supplied by Bjurman
Micro-Cap Fund either as percentage of net assets or
specific dollar amounts.
If applicable, monitor expense limitations established by
Bjurman Micro-Cap Fund.
If applicable, accrue daily amortization of
Organizational Expense.
Series and Each Class
Class specific accruals completed such as daily accrual
of 12b-1 expenses.
Allocate Fund expenses to classes based upon value of
outstanding class shares.
4) Verify and Record All Daily Income Accruals for Debt Issues:
Series Level
Review and verify all system generated Interest and
Amortization reports.
Establish unique security codes for bond issues to permit
segregated Trial Balance income reporting.
Series and Each Class
Allocate Fund income to classes based upon value of
outstanding class shares.
5) Monitor Domestic Securities held for cash dividends, corporate
actions and capital changes such as splits, mergers, spinoffs,
etc. and process appropriately.
Series Level
Monitor electronically received information from Muller
Data Corporation for all domestic securities.
Review current daily security trades for dividend
activity.
Interface with Custodian to monitor timely collection and
postings of corporate actions, dividends and interest.
Series and Each Class
Allocate Fund dividend income to classes based upon value
of outstanding class shares.
6) Enter All Security Trades on Investment Accounting System (IAS)
based on written instructions from George D. Bjurman and
Associates.
Series Level
Review system verification of trade and interest
calculations.
Verify settlement through the statements supplied by the
Custodian.
Maintain security ledger transaction reporting.
Maintain tax lot holdings.
Determine realized gains or losses on security trades.
Provide complete broker commission reporting.
Series and Each Class
Allocate all Fund level realized and unrealized capital
gains/losses to classes based upon value of class
outstanding shares.
7) Enter All Series Share Transactions on IAS:
Each Class
Process activity identified on reports supplied by the
Transfer Agent.
Verify settlement through the statements supplied by the
Custodian.
Reconcile to the FPS Services' Transfer Agent report
balances.
Roll each classes' capital share values into Fund and
determine allocation percentages based upon the value of
each classes' outstanding shares to the Fund total.
8) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
(listing all asset, liability, equity, income and expense
accounts)
Series Level
Post manual entries to the general ledger.
Post Custodian bank activity.
Post security transactions.
Post and verify system generated activity, i.e., income
and expense accruals.
Series and Each Class
Prepare Fund's general ledger net cash proof used in NAV
calculation.
Post class specific shareholder activity and roll values
into the Fund.
Allocate all Fund level net cash accounts on the Fund
Trial Balance to each specific class based upon value of
class outstanding shares.
Maintain allocated Trial Balance accounts on class
specific Allocation Reports.
Maintain class-specific expense accounts.
Prepare class-specific proof/control reports to ensure
accuracy of allocations.
9) Review and Reconcile with Custodian Statements:
Series Level
Verify all posted interest, dividends, expenses, and
shareholder and security payments/receipts, etc.
(Discrepancies will be reported to and resolved by the
Custodian.)
Post all cash settlement activity to the Trial Balance.
Reconcile to ending cash balance accounts.
Clear IAS subsidiary reports with settled amounts.
Track status of past due items and failed trades handled
by the Custodian.
10) Submission of Daily Accounting Reports to Bjurman Micro-Cap
Fund: (Additional reports readily available.)
Series Level
Portfolio Valuation (listing inclusive of holdings,
costs, market values, unrealized
appreciation/depreciation and percentage of portfolio
comprised of each security.)
Cash availability
3-day Cash Projection Report
Series and Each Class
Fund Trial Balance and Class Allocation Report
NAV Calculation Report
Monthly Accounting Services
1) For each Series, full Financial Statement Preparation
(automated Statements of Assets and Liabilities, of Operations
and of Changes in Net Assets) and submission to Bjurman Micro-Cap Fund
by 10th business day.
Class specific capital share activity and expenses will
also be disclosed.
2) Submission of Monthly Automated IAS Reports to Bjurman Micro-Cap Fund:
Series Level
Security Purchase/Sales Journal
Interest and Maturity Report
Brokers Ledger (Commission Report)
Security Ledger Transaction Report with Realized
Gains/Losses
Security Ledger Tax Lot Holdings Report
Additional reports available upon request
3) Reconcile Accounting Asset Listing to Custodian Asset Listing:
Series Level
Report any security balance discrepancies to the
Custodian and Bjurman Micro-Cap Fund.
4) Provide Monthly Analysis and Reconciliation of Additional Trial
Balance Accounts,
such as:
Series Level
Security cost and realized gains/losses
Interest/dividend receivable and income
Payable/receivable for securities purchased and sold
Series and Each Class
Payable/receivable for Fund's shares; issued and redeemed
Expense payments and accruals analysis
5) If Appropriate, Prepare and Submit to Bjurman Micro-Cap Fund:
Series Level
Income by state reporting.
Standard Industry Code Valuation Report.
Alternative Minimum Tax Income segregation schedule.
SEC yield reporting (non-money market funds with domestic
and ADR securities only).
Annual (and Semi-Annual) Accounting Services
1) Assist and supply auditors with schedules supporting securities
and shareholder transactions, income and expense accruals, etc.
for the Fund and each class during the year in accordance with
standard audit assistance requirements.
2) Provide N-SAR Reporting (Accounting Questions):
If applicable for the Fund and Classes, answer the following
items:
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53,
55, 62, 63, 64B, 71, 72, 73, 74, 75 and 76.
<PAGE>
Accounting Services Basic Assumptions
For
The Bjurman Funds
The Accounting Fees as set forth in Schedule "B" are based on the
following assumptions. To the extent these assumptions are
inaccurate or requirements change,
fee revisions may be necessary.
Basic Assumptions:
1) Compliance reporting (Sub-Chapter "M") shall be maintained by
FPS Services as Fund Administrator.
2) It is assumed that the portfolio asset composition will be
primarily Micro-Cap Securities. Trading activity is expected
to be light with an annual turnover not expected to exceed
100%.
3) The Fund has a tax year-end which coincides with its fiscal
year-end. No additional accounting requirements are necessary
to identify or maintain book-tax differences. Accounting
Services Unit (ASU) does not provide security tax accounting
which differs from its book accounting.
4) The Fund foresees no difficulty in using FPS's standard current
pricing services for domestic equity securities. FPS currently
uses Reuters Inc., Muller Data or Interactive Data Corporation
(IDC) for domestic equities and listed ADR's. Muller Data
Corporation, Telerate Systems, Inc. and IDC are used for bonds,
money markets and synthetic ADR's. Bloomberg is also available
for price research and backup.
It is assumed that ASU will work closely with the Bjurman
Micro-Cap Fund to ensure the accuracy of the Fund's NAV to
obtain the most satisfactory pricing sources and specific
methodologies prior to start-up. We would propose that the
Fund establish clear-cut security variance procedures to
minimize NAV miscalculations.
5) To the extent the Fund requires daily security prices (limited
in number) from specific brokers for domestic securities, these
manual prices will be obtained by the Fund's investment adviser
and faxed to ASU by approximately 4:00 PM Eastern time for
inclusion in the NAV calculations. Bjurman Micro-Cap Fund will
supply ASU with the appropriate pricing contacts for these
manual quotes.
6) ASU will supply daily Portfolio Valuation Reports to the Funds'
investment adviser or manager identifying current security positions,
original/amortized cost, security market values and changes in
unrealized appreciation/depreciation.
It will be the responsibility of the Funds' investment adviser
to review these reports and to promptly notify ASU of any possible
problems, trade discrepancies, incorrect security prices or corporate
action/capital change information that could result in a misstated
Fund NAV.
7) The Fund does not currently expect to invest in Open-end
Regulated Investment Companies (RIC's), Mortgage Backed
Securities, Swaps, Futures, Hedges, Derivatives or Foreign
(non-US dollar denominated) Securities and Currency. The Fund
will not employ securities lending, leveraging or short sales
techniques. To the extent these investment strategies should
change, additional fees will apply after the appropriate
procedural discussions have taken place between ASU and Fund
management. (Two weeks advance notice is required should the
Fund commence trading in these investments.)
8) To the extent applicable, ASU will maintain on a daily basis US
dollar denominated, qualified, covered call options and index
options reporting on the daily Trial Balance and value the
respective options and underlying positions. This agreement
does not provide for tax classifications if they are required.
If the Fund commences investment in domestic options or
designated hedges, two weeks advance notice is required to
clarify operational procedures between ASU and the Fund's
investment adviser.
9) To the extent that the Fund should establish a Line of Credit
in segregated accounts with the custodian for temporary
administrative purposes, and/or leveraging/hedging the
portfolio, it is not the responsibility under this proposal for
ASU to complete the appropriate paperwork/monitoring for
segregation of assets and adequacy of collateral. The Fund
shall direct the investment adviser to execute such
responsibilities. ASU will, however, reflect appropriate Trial
Balance account entries and interest expense accrual charges on
the daily Trial Balance adjusting as necessary at month-end.
10) The Fund shall direct the investment adviser or FPS Services as
Administrator to supply ASU with portfolio specific expense
accrual procedures and monitor the expense accrual balances for
adequacy based on outstanding liabilities monthly. The
Administrator will promptly communicate to ASU any adjustments
needed.
11) Specific deadlines shall be met and complete information shall
be supplied by the Fund in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.
The Fund shall direct the investment adviser to provide to ASU
Trade Authorization Forms, with the appropriate officer's
signature on all security trades placed by the Fund no later
than 12:30 PM Eastern time on settlement/value date for short
term money market securities issues (assuming that trade date
equals settlement date); and by 11:00 AM Eastern time on trade
date plus one for non-money market securities. Receipt by ASU
of trade information within these identified deadlines may be
via telex, fax or on-line system access. The Adviser will
communicate all trade information directly to the FPS custody
administrator. The Adviser and/or FPS's custody administrator
will supply ASU with the trade details in accordance with the
above stated deadlines.
The Fund shall direct the investment adviser to include all
information required by ASU; including CUSIP numbers and/or
ticker symbols for all US dollar denominated trades and on the
Trade Authorization, telex or on-line support. ASU will supply
the investment adviser with recommended trade ticket documents
to minimize receipt of incomplete information. ASU will not be
responsible for NAV changes that result from incomplete trade
information.
12) To the extent the Fund utilizes Purchases In-Kind (U.S. dollar
denominated securities only) as a method for shareholder
subscriptions, ASU will provide the Fund with procedures to
properly handle and process securities in-kind. Should the
Fund prefer procedures other than those provided by ASU,
additional fees may apply. Discussions should take place at
least two weeks in advance between ASU and the Fund to clarify
the appropriate In-Kind operational procedures to be followed.
13) It is assumed that the Fund's investment adviser or FPS
Services as Administrator will complete the applicable
performance and rate of return calculations as required by the
SEC for the Fund.
14) Adjustments for financial statements regarding any issues with
Original Issue Discount (OID) are not included under this
agreement. The Fund shall direct its independent auditors to
complete the necessary OID adjustments for financial statements
and/or tax reporting.
<PAGE>
Schedule "B"
Fund Accounting and Portfolio Valuation Services Fee Schedule
for
The Bjurman Funds
This Fee Schedule is fixed for a period of two (2) years from the
Effective Date as that term is defined in the Agreement.
The Accounting Fees as set forth below are stated and offered subject
to the
"Basic Assumptions" as set forth in Schedule "A." To the extent that
those assumptions are inaccurate or requirements change, fee
revisions may be necessary.
I. Annual Fee Schedule Per Domestic Portfolio (US Dollar
Denominated Securities Only)(1/12th payable monthly):
$24,000 Minimum to $ 10 Million of Average Net Assets *
.0004 On the Next $ 40 Million of Average Net Assets *
.0003 On the Next $ 50 Million of Average Net Assets *
.0001 Over $100 Million of Average Net Assets *
Second Class is $12,000 minimum per year; Third Class is
$10,000 minimum per year.
* For multiple class portfolios, fees are based on Combined
Classes's Average Net Assets.
II. Pricing Services Quotation Fee Specific costs will be
identified based upon options selected by Bjurman Micro-Cap
Fund and will be billed monthly.
FPS does not currently pass along the charges for the U.S.
equity prices supplied by Muller Data. Should the Fund invest in
security types other than domestic equities supplied by Muller, the
following fees would apply.
<PAGE>
Security Types Muller Data Corp.* Interactive Data Corp.* J.J. Kenney Co.
Government Bonds $ .50 $ .50 $ .25 (a)
Mortgage-Backed
(evaluated, seasoned,
closing) .50 .50 .25 (a)
Corporate Bonds
(short and long term) .50 .50 .25 (a)
U.S. Municipal Bonds
(short and long term) .55 .80 .50 (b)
CMO's/ARM's/ABS 1.00 .80 1.00 (a)
Convertible Bonds .50 .50 1.00 (a)
High Yield Bonds .50 .50 1.00 (a)
Mortgage-Backed Factors
(per Issue per Month) 1.00 n/a n/a
U.S. Equities (d)* .15 n/a
U.S. Options n/a .15 n/a
Domestic Dividends &
Capital Changes
(per Issue per month) (d)* 3.50 n/a
Foreign Securities .50 .50 n/a
Foreign Securities
Dividends & Capital
Changes (per Issue
per Month) 2.00 4.00 n/a
Set-up Fees n/a n/a(e) .25 (c)
All Added Items n/a n/a .25 (c)
* Based on current Vendor costs, subject to change.
Costs are quoted based on individual security
CUSIP/identifiers and are per issue per day.
(a) $35.00 per day minimum
(b) $25.00 per day minimum
(c) $ 1.00, if no cusip
(d) At no additional cost to FPS clients
(e) Interactive data also charges monthly transmission costs
and disk storage charges.
A) Futures and Currency Forward Contracts $2.00 per Issue per Day
B) Telerate Systems, Inc.* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon
options selected by the Fund and will be billed monthly.
C) Reuters, Inc.*
*Based on current vendor costs, subject to change.
FPS does not currently pass along the charges for
the domestic security prices supplied by Reuters, Inc.
III. SEC Yield Calculation: (if applicable)
Provide up to 12 reports per year to reflect the
yield calculations for non-money market Funds
required by the SEC, $1,000 per year per Fund. For
multiple class Funds, $1,000 per year per class.
Daily SEC yield reporting is available at $3,000 per
year per Fund (US dollar denominated securities only).
IV. Out-of-Pocket Expenses
The Fund will reimburse FPS Services, Inc. monthly
for all reasonable out-of-pocket expenses including
telephone, postage, EDGAR filings, telecommunications,
special reports, record retention, special transportation
costs, copying and sending materials to auditors, as incurred
and approved.
V. Additional Services
To the extent the Fund commences using investment
techniques such as Futures, Security Lending, Swaps,
Short Sales, Derivatives, Leveraging, Precious Metals
or non-US dollar denominated securities and currency,
additional fees will apply. Activities of a non-recurring
nature such as shareholder in-kinds, fund
consolidations, mergers or reorganizations will be
subject to negotiation. Any additional/enhanced
services or reports will be quoted upon request.
This Schedule may be amended to reflect the addition of other reports
and/or services.<PAGE>
Schedule "C"
Identification of Series
Below are listed the Series and Classes of Shares to which
services under this Agreement are to be performed as of the
Effective Date of this Agreement:
"The Bjurman Funds"
1. Bjurman Micro-Cap Fund
This Schedule "C" may be amended from time to time by
agreement of the Parties.
February 14, 1997
23040-0003
The Bjurman Funds
10100 Santa Monica Boulevard, Suite 1200
Los Angeles, CA 90067-4103
Registration Statement on Form N-1A
Ladies and Gentlemen:
We have acted as counsel to The Bjurman Funds, a Delaware
business trust (the "Trust"), in connection with the Trust's
Registration Statement on Form N-1A filed with the Securities and
Exchange Commission on November 13, 1996 (the "Registration
Statement") and relating to the issuance by the Trust of an
indefinite number of no par value shares of beneficial interest of
one series of the Trust, Bjurman Micro-Cap Fund (the "Shares")
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Act").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to
us as originals, the genuineness of all signatures, the legal
capacity of all natural persons, and the conformity to the originals
of all records, documents, and instruments submitted to us as copies.
We have based our opinion on the following:
(a) the Trust's Agreement and Declaration of Trust
dated as of September 26, 1996 (the "Declaration of
Trust"), and the Trust's Certificate of Trust as
filed with the Secretary of State of Delaware on
October 1, 1996, as amended on February 11, 1997
certified to us by an officer of the Company as
being true and complete and in effect on the date
hereof;
(b) the By-laws of the Trust;
(c) resolutions of the initial Trustees of the Trust
adopted by written consent dated September 26, 1996
authorizing the issuance of the Shares;
(d) the Registration Statement; and
(e) a certificate of an officer of the Trust as to
certain factual matters relevant to this opinion.
Our opinion below is limited to the federal law of the
United States of America and the business trust law of the State of
Delaware. We are not licensed to practice law in the State of
Delaware, and we have based our opinion below solely on our review of
Chapter 38 of Title 12 of the Delaware Code and the case law
interpreting such Chapter as reported in Delaware Code Annotated
(Michie Co. 1995 & Supp. 1996) and updated on Westlaw on February 14,
1997. We have not undertaken a review of other Delaware law or of
any administrative or court decisions in connection with rendering
this opinion. We disclaim any opinion as to any law other than that
of the United States of America and the business trust law of the
State of Delaware as described above, and we disclaim any opinion as
to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.
Based on the foregoing and our examination of such
questions of law as we have deemed necessary and appropriate for the
purpose of this opinion, and assuming that (i) all of the Shares will
be issued and sold for cash at the per-share public offering price on
the date of their issuance in accordance with statements in the
Trust's Prospectus included in the Registration Statement and in
accordance with the Declaration of Trust, (ii) all consideration for
the Shares will be actually received by the Trust, and (iii) all
applicable securities laws will be complied with, it is our opinion
that, when issued and sold by the Trust, the Shares will be legally
issued, fully paid and nonassessable.
This opinion is rendered to you in connection with the
Registration Statement and is solely for your benefit. This opinion
may not be relied upon by you for any other purpose or relied upon by
any other person, firm, corporation or other entity for any purpose,
without our prior written consent. We disclaim any obligation to
advise you of any developments in areas covered by this opinion that
occur after the date of this opinion.
We hereby consent to (i) the reference to our firm under
the caption "Legal Counsel" in the Prospectus of the Trust included
in the Registration Statement, and (ii) the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ HELLER EHRMAN WHITE &
McAULIFFE
Distribution Plan
of
The Bjurman Funds
The following Distribution Plan (the "Plan") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "Act"), by The Bjurman Funds (the "Trust"), on behalf of
Bjurman Micro-Cap Fund (the "Fund") and any separate series of the Trust
hereinafter organized. The Plan has been approved by a majority of the
Trust's Board of Trustees, including a majority of the trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan (the "non-interested trustees"), cast
in person at a meeting called for the purpose of voting on such Plan.
In reviewing the Plan, the Board of Trustees determined that
the adoption of the Plan would be prudent and in the best interests
of the Trust and its shareholders. Such approval included a
determination that in the exercise of their reasonable business
judgment and in light of their fiduciary duties, there is a
reasonable likelihood that the Plan will benefit the Trust and its
shareholders. The Plan has also been approved by a vote of the
initial shareholders of the shares of the Trust.
The Provisions of the Plan are:
1. The Fund shall reimburse the Advisor, the Distributor or others
for all expenses incurred by such parties in the promotion and distribution
of shares of the Fund, including but not limited to, the printing of
prospectuses and reports used for sales purposes, expenses of preparation of
sales literature and related expenses, advertisements, and other
distribution-related expenses, as well as any distribution or service
fees paid to securities dealers or others who have executed a
servicing agreement with the Trust on behalf of the Fund or the
Distributor, which form of agreement has been approved by the
Trustees, including the non-interested trustees. The monies to be
paid pursuant to any such servicing agreement shall be used to
pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services
include, among other things, assisting in establishing and maintaining
customer accounts and records; assisting with the purchase and
redemption requests; arranging for bank wires; monitoring dividend
payments from the Trust on behalf of customers;
forwarding certain shareholder communications from the Trust to
customers; receiving and answering correspondence; and aiding in
maintaining the investment of their respective customers in the
Fund.
2. The maximum aggregate amount which may be reimbursed by
the Fund to such parties pursuant to paragraph 1 shall be 0.25% per
annum of the average daily net assets of the Fund.
3. The Advisor and the Distributor shall collect and monitor
the documentation of payments made under paragraph 1, and shall
furnish to the Board of Trustees of the Trust, for their review, on a
quarterly basis, a written report of the monies reimbursed to them
and others under the Plan as to the Fund, and shall furnish the Board
of Trustees of the Trust with such other information as the Board may
reasonably request in connection with the payments made under the Plan
as to the Fund in order to enable the Board to make an
informed determination of whether the Plan should be continued.
4. The Plan shall continue in effect for a period of more
than one year only so long as such continuance is specifically
approved at least annually by the Trust's Board of Trustees,
including the non-interested trustees, cast in person at a meeting
called for the purpose of voting on the Plan.
5. The Plan, or any agreements entered into pursuant to this
Plan, may be terminated at any time, without penalty, by vote of a
majority of the outstanding voting securities of the Trust, or by
vote of a majority of the non-interested Trustees, on not more than
sixty (60) days' written notice, and shall terminate automatically in
the event of any act that constitutes an assignment of the management
agreement between the Trust and the Manager.
6. The Plan and any agreements entered into pursuant to this
Plan may not be amended to increase materially the amount to be spent
by the Fund for distribution pursuant to Paragraph 1 hereof without approval
by a majority of the Fund's outstanding voting securities.
7. All material amendments to the Plan, or any agreements
entered into pursuant to this Plan, shall be approved by the non-interested
trustees cast in person at a meeting called for the purpose of voting on
any such amendment.
8. So long as the Plan is in effect, the selection and
nomination of the Trust's non-interested trustees shall be committed
to the discretion of such non-interested trustees.
9. This Plan shall take effect on the day of
, 1997.
This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Trust, the Advisor and the Distributor
as evidenced by their execution hereof.
Bjurman Trust George D. Bjurman and
Associates.
By: /s/G. Andrew Bjurman By:/s/ G. Andrew Bjurman
G. Andrew Bjurman G. Andrew Bjurman
By: /s/O. Thomas Barry, III
O. Thomas Barry, III
FPS Broker Services, Inc.
By:/s/Kenneth Kempf
Kenneth Kempf
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
constitutes and appoints William J. Baltrus, Laurie A. Jefferys, Esq.,
Gerald J. Holland and Joseph M. O'Donnell, Esq. and each of them, with
full power to act without the other, as a true and lawful attorney-in-fact
and agent, with full and several power of substitution, to take any
appropriate action to execute and file with the U.S. Securities Exchange
Commission, any amendment to the registration statement of The Bjurman Funds
(the "Trust"), file any request for exemptive relief from state and
federal regulations, to file the prescribed notices in the various
states regarding the sale of shares of the Trust, to perform on behalf
of the Trust any and all such acts as such attorneys-in-fact may deem
necessary or advisable in order to comply with the applicable laws of
the United States or any such state, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents
and appointments of attorneys for service of process; granting to such
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to be done
in connection therewith, as fully as each might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 5th day of March, 1997.
William Wallace
Trustee
ACKNOWLEDGMENT
State of California )
) ss:
County of Los Angeles )
The foregoing instrument was acknowledged before me this 5th day
of March, 1997, by William Wallace, Trustee of The Bjurman
Funds.
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
constitutes and appoints William J. Baltrus,, Laurie A. Jefferys, Esq.,
Gerald J. Holland and Joseph M. O'Donnell, Esq. and each of them, with
full power to act without the other, as a true and lawful attorney-in-fact
and agent, with full and several power of substitution, to take any
appropriate action to execute and file with the U.S. Securities Exchange
Commission, any amendment to the registration statement of The Bjurman Funds
(the "Trust"), file any request for exemptive relief from state and federal
regulations, to file the prescribed notices in the various states
regarding the sale of shares of the Trust, to perform on behalf of the
Trust any and all such acts as such attorneys-in-fact may deem necessary
or advisable in order to comply with the applicable laws of the United
States or any such state, and in connection therewith to execute and
file all requisite papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; granting to such
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to be done
in connection therewith, as fully as each might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 5th day of March, 1997.
Joseph E. Maiolo
Trustee
ACKNOWLEDGMENT
State of California )
) ss:
County of Los Angeles )
The foregoing instrument was acknowledged before me this 5th day
of March, 1997, by Joseph E. Maiolo, Trustee of The Bjurman
Funds.
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
constitutes and appoints William J. Baltrus, Laurie A. Jefferys, Esq.,
Gerald J. Holland and Joseph M. O'Donnell, Esq. and each of them, with
full power to act without the other, as a true and lawful attorney-in-fact
and agent, with full and several power of substitution, to take any
appropriate action to execute and file with the U.S. Securities Exchange
Commission, any amendment to the registration statement of The Bjurman Funds
(the "Trust"), file any request for exemptive relief from state and
federal regulations, to file the prescribed notices in the various
states regarding the sale of shares of the Trust, to perform on behalf
of the Trust any and all such acts as such attorneys-in-fact may deem
necessary or advisable in order to comply with the applicable laws of
the United States or any such state, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents
and appointments of attorneys for service of process; granting to such
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to be done
in connection therewith, as fully as each might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 5th day of March, 1997.
G. Andrew Bjurman
Co-President & Trustee
ACKNOWLEDGEMENT
State of California )
) ss:
County of Los Angeles )
The foregoing instrument was acknowledged before me this 5th day
of March, 1997, by G. Andrew Bjurman, Co-President and
Trustee of The Bjurman Funds.
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
constitutes and appoints William J. Baltrus, Laurie A. Jefferys, Esq.,
Gerald J. Holland and Joseph M. O'Donnell, Esq. and each of them, with
full power to act without the other, as a true and lawful attorney-in-fact
and agent, with full and several power of substitution, to take any
appropriate action to execute and file with the U.S. Securities Exchange
Commission, any amendment to the registration statement of The Bjurman Funds
(the "Trust"), file any request for exemptive relief from state and
federal regulations, to file the prescribed notices in the various
states regarding the sale of shares of the Trust, to perform on behalf
of the Trust any and all such acts as such attorneys-in-fact may deem
necessary or advisable in order to comply with the applicable laws of
the United States or any such state, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents
and appointments of attorneys for service of process; granting to such
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to be done
in connection therewith, as fully as each might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 5th day of March, 1997.
O. Thomas Barry, III
Co-President and Trustee
ACKNOWLEDGEMENT
State of California )
) ss:
County of Los Angeles )
The foregoing instrument was acknowledged before me this 5th day
of March, 1997, by O. Thomas Barry, III, Co-President and
Trustee of The Bjurman Funds.
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
constitutes and appoints William J. Baltrus, Laurie A. Jefferys, Gerald
J. Holland and Joseph M. O'Donnell, Esq. and each of them, with full
power to act without the other, as a true and lawful attorney-in-fact
and agent, with full and several power of substitution, to take any
appropriate action to execute and file with the U.S. Securities Exchange
Commission, any amendment to the registration statement of The Bjurman Funds
(the "Trust"), file any request for exemptive relief from state and
federal regulations, to file the prescribed notices in the various
states regarding the sale of shares of the Trust, to perform on behalf
of the Trust any and all such acts as such attorneys-in-fact may deem
necessary or advisable in order to comply with the applicable laws of
the United States or any such state, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents
and appointments of attorneys for service of process; granting to such
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act requisite and necessary to be done
in connection therewith, as fully as each might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 5th day of March, 1997.
Donald W. Hudson, Jr.
Trustee
ACKNOWLEDGEMENT
State of California )
) ss:
County of Los Angeles )
The foregoing instrument was acknowledged before me this 5th day
of March, 1997, by Donald W. Hudson, Jr, Trustee of The Bjurman
Funds.
Notary Public
