<PAGE> 1
As filed with the Securities and Exchange Commission on February 20, 1998
File Nos. 333-32483 and 811-8305
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 3 [X]
------------------
EUREKA FUNDS
------------
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Address of Principal Business Office)
614-470-8000
------------
(Registrant's Telephone Number, including Area Code)
George O. Martinez
3435 Stelzer Road, Columbus, Ohio 43219
---------------------------------------
(Name and Address of Agent for Service)
Copies of communications to:
Martin E. Lybecker, Esq. Eureka Funds
Ropes & Gray 3534 Stelzer Road
1301 K Street, N.W. Columbus, Ohio 43219
Suite 800 East
Washington, D.C. 20004
Approximate Date of Proposed Public Offering: Continuous.
It is proposed that this filing will become effective (check appropriate
box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii)
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Title of Securities Being Registered: Shares of Beneficial Interest
<PAGE> 2
CROSS REFERENCE SHEET
PROSPECTUS FOR EUREKA FUNDS
TRUST SHARES
<TABLE>
<CAPTION>
Part A Item NO. Prospectus Caption
- --------------- ------------------
<S> <C>
1. Cover Page................................................. Cover Page
2. Synopsis................................................... Prospectus Summary; Fee Table
3. Condensed Financial Information............................ Inapplicable
4. General Description of Registrant.......................... Prospectus Summary; Investment
Objective and Policies; General
Information - Description of the Eureka
Funds and Its Shares
5. Management of the Funds.................................... Management of the Eureka Funds;
General Information
5A. Management's Discussion of
Fund Performance...................................... Inapplicable
6. Capital Stock and Other Securities........................ How to Purchase and Redeem Shares;
Dividends and Taxes; General
Information - Description of the
Eureka Funds and Its Shares; General
Information - Miscellaneous
7. Purchase of Securities Being Offered..................... Valuation of Shares; How to Purchase
and Redeem Shares
8. Redemption or Repurchase................................... How to Purchase and Redeem Shares
9. Pending Legal Proceedings.................................. Inapplicable
</TABLE>
<PAGE> 3
MONEY MARKET FUNDS
Eureka Prime Money Market Fund
Eureka U.S. Treasury Obligations Fund
BOND FUND
Eureka Investment Grade Bond Fund
BALANCED FUND
Eureka Global Asset Allocation Fund
STOCK FUND
Eureka Equity Fund
TRUST SHARES
SANWA BANK CALIFORNIA
INVESTMENT ADVISER
BISYS FUND SERVICES
ADMINISTRATOR AND DISTRIBUTOR
PROSPECTUS DATED ______________, 1998
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Prospectus Summary......................................................................................
Fee Table...............................................................................................
Investment Objective and Policies.......................................................................
Valuation of Shares.....................................................................................
How to Purchase and Redeem Shares.......................................................................
Dividends and Taxes.....................................................................................
Management of Eureka Funds..............................................................................
General Information.....................................................................................
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE EUREKA
FUNDS OR THE DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
EUREKA FUNDS OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.
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<PAGE> 5
EUREKA FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
Investment Adviser: Sanwa Bank California
THE EUREKA FUNDS is an open-end management investment company consisting of
five separate investment funds (each a "Fund," and collectively, the "Funds").
Each Fund offers multiple classes of units of beneficial interest ("Shares").
THE EUREKA PRIME MONEY MARKET FUND (the "Prime Money Market Fund") seeks as
high a level of current income as is consistent with maintaining liquidity and
stability of principal.
THE EUREKA U.S. TREASURY OBLIGATIONS FUND (the "U.S. Treasury Obligations
Fund"), seeks current income consistent with liquidity and stability of
principal. The Fund intends to invest exclusively in short-term obligations
issued or guaranteed by the U.S. Treasury and repurchase agreements fully
collateralized by U.S. Treasury securities.
AN INVESTMENT IN THE PRIME MONEY MARKET FUND OR THE U.S. TREASURY OBLIGATIONS
FUND (TOGETHER, THE "MONEY MARKET FUNDS") IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY MARKET FUNDS WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THE EUREKA INVESTMENT GRADE BOND FUND (the "Investment Grade Bond Fund")
seeks a high level of income, consistent with preservation of capital.
THE EUREKA GLOBAL ASSET ALLOCATION FUND (the "Global Asset Allocation
Fund") seeks a balance of income and long-term capital appreciation. The Fund
intends to invest in a mix of U.S. and international stocks, bonds, and cash
equivalents using a disciplined asset allocation approach.
THE EUREKA EQUITY FUND (the "Equity Fund") seeks long-term capital growth.
The Fund intends to invest in the common stocks of corporations representing a
broad cross-section of the U.S. economy. The Fund expects to have a level of
risk commensurate with that represented by a broadly diversified portfolio of
U.S. common stocks, such as the Standard & Poor's 500 Index. There can be no
assurance that the Fund's investment performance will meet or exceed that of the
S&P 500 Index.
<PAGE> 6
This Prospectus relates to the Trust Shares of the Eureka Funds, which are
offered to Sanwa Bank California and its affiliates and other financial service
providers approved by the Distributor for the investment of funds for which they
act in a fiduciary, advisory, agency, custodial (other than for individual
retirement accounts), or similar capacity. Through a separate prospectus, the
Eureka Funds also offer Class A Shares, which are offered to the general public.
A Statement of Additional Information, dated _______________, 1998 (as may be
amended from time to time), has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. The Statement of Additional
Information and the prospectus relating to the Class A Shares are available
without charge by contacting the Eureka Funds at the address shown above.
This Prospectus sets forth concisely the information an investor should
know before investing and should be read carefully and retained for future
reference.
SHARES OF THE EUREKA FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED
OR GUARANTEED BY, SANWA BANK CALIFORNIA, ANY OF ITS AFFILIATES, OR ANY OTHER
BANK. SUCH SHARES ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT IN THE EUREKA FUNDS INVOLVES INVESTMENT RISKS
INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is _______________, 1998.
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PROSPECTUS SUMMARY
The Eureka Funds The Eureka Funds, a Massachusetts business
trust, is a diversified open-end management
investment company which currently consists
of five separately managed Funds. Each Fund
offers to the public two classes of Shares:
Class A and Trust Class. This prospectus
relates to only the Trust Class Shares.
Investment Objective THE PRIME MONEY MARKET FUND seeks as high a
level of current income as is consistent
with maintaining liquidity and stability of
principal.
THE U.S. TREASURY OBLIGATIONS FUND seeks
current income consistent with liquidity and
stability of principal.
THE INVESTMENT GRADE BOND FUND seeks a high
level of income, consistent with
preservation of capital.
THE GLOBAL ASSET ALLOCATION FUND seeks a
balance of income and long-term capital
appreciation.
THE EQUITY FUND seeks long-term
capital growth.
Investment Risks There can be no assurance that the Money
Market Funds will be able to maintain a
stable net asset value. The other Funds' net
asset value and each Fund's performance may
vary daily, reflecting fluctuations in the
market value of its portfolio holdings,
interest rate levels, and market conditions.
The Investment Grade Bond Fund is primarily
subject to the risks of a potential for
decline in the market value of bonds due to
interest rate changes or the ability of an
issuer to meet its obligations. The Global
Asset Allocation Fund and the Equity Fund
are primarily exposed to the risk that stock
prices will decline over short or even
extended periods. Foreign securities, which
the Prime Money Market Fund, Investment
Grade Bond Fund, and Global Asset Allocation
Fund may invest in, involve risks not
associated with domestic investing. Foreign
securities markets are not always as
efficient as those in the United States and
are often less liquid and more volatile. See
"Investment Practices and Securities" for a
discussion of the Funds' investments and the
risks associated with investing in the
Funds.
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<PAGE> 8
Offering Price The public offering price of the Prime Money
Market Fund and the U.S. Treasury
Obligations Fund is equal to the net asset
value per Trust Share, which each Fund will
seek to maintain at $1.00.
The public offering price of the Investment
Grade Bond Fund, the Global Asset Allocation
Fund, and the Equity Fund is equal to that
Fund's net asset value per Trust Share. See
"HOW TO PURCHASE AND REDEEM SHARES--Purchases
of Trust Shares."
Minimum Purchase For Trust Shares there is a $100,000 minimum
initial investment with no minimum
investment for subsequent purchases.
Employees of Sanwa Bank California,
employees of BISYS Fund Services and
Trustees of the Eureka Funds may purchase
Trust Shares with a $500 minimum initial
investment, or a $50 minimum initial
investment if investing through the Eureka
Funds' Automatic Investment Plan. See "HOW
TO PURCHASE AND REDEEM SHARES--Auto Invest
Plan."
Investment Adviser Sanwa Bank California ("SBCL"), Los Angeles,
California.
Dividends The Prime Money Market Fund, the U.S.
Treasury Obligations Fund, and the
Investment Grade Bond Fund declare dividends
daily and pay such dividends monthly. The
Global Asset Allocation Fund declares and
pays dividends annually. The Equity Fund
declares and pays dividends monthly.
Distributor BISYS Fund Services Limited Partnership
d/b/a Bisys Fund Services, Columbus, Ohio.
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<PAGE> 9
FEE TABLE
The following tables are intended to assist investors in understanding the
expenses associated with investing in Trust Shares of the Funds.
<TABLE>
<CAPTION>
PRIME U.S. TREASURY INVESTMENT GLOBAL ASSET
MONEY MARKET OBLIGATIONS GRADE BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------------ ------------- ---------- ------------ ------
TRUST CLASS TRUST CLASS TRUST CLASS TRUST CLASS TRUST CLASS
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Load on Purchases None None None None None
Maximum Sales Load on
Reinvested Dividends None None None None None
Maximum Deferred Sales Load None None None None None
Redemption Fees(2) None None None None None
Exchange Fee None None None None None
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF NET
ASSETS)(3)
Management Fees (after voluntary
fee reductions) 0.20% 0.10% 0.50% 0.80% 0.65%
12b-1 Fee 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses(4) 0.35% 0.36% 0.40% 0.64% 0.37%
---- ---- ---- ---- ----
Total Fund Operating Expenses
(after voluntary fee reductions) 0.55% 0.46% 0.90% 1.44% 1.02%
==== ==== ==== ==== ====
</TABLE>
(1) A Participating Organization (as defined in this Prospectus) may charge a
Customer's (as defined in the Prospectus) account fees for automatic
investments, exchanges, and other investment management services provided
in connection with investment in Trust Shares of a Fund. See "HOW TO
PURCHASE AND REDEEM SHARES--"Purchases of Trust Shares" and "HOW TO
PURCHASE AND REDEEM SHARES--Exchange Privilege."
(2) A wire redemption charge may be deducted from the amount of a wire
redemption payment made at the request of a shareholder. See "HOW TO
PURCHASE AND REDEEM SHARES--Redemption by Telephone."
(3) SBCL has agreed to voluntarily reduce the amount of its investment advisory
fee through the end of the Funds' initial fiscal year. Absent the voluntary
reduction of investment advisory fees, Management Fees and Total Operating
Expenses as a percentage of average daily net assets for Trust Shares would
be 0.30%, 0.39% and 0.69%, respectively, for the Prime Money Market Fund;
0.20%, 0.40% and 0.60%, respectively, for the U.S. Treasury Obligations
Fund; 0.60%, 0.40% and 1.00%, respectively, for the Investment Grade Bond
Fund; 0.90%, 0.64 and 1.54%, respectively, for the Global Asset Allocation
Fund; and 0.75%, 0.37% and 1.12%, respectively, for the Equity Fund. Lower
total fund operating expenses will result in higher yields.
(4) "Other Expenses" are based on estimated amounts for the current fiscal
year.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Trust Shares of
the Funds, assuming (1) 5% annual return and (2) redemption at the end of each
time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
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<S> <C> <C>
Prime Money Market Fund $ 6 $18
U.S. Treasury Obligations Fund $ 5 $15
Investment Grade Bond Fund $ 9 $29
Global Asset Allocation Fund $15 $46
Equity Fund $10 $32
</TABLE>
Trust Shares are not subject to a 12b-1 fee and are not sold pursuant to a
sales charge.
These tables are intended to assist investors in understanding the various
costs and expenses associated with investing in the Funds. See "MANAGEMENT OF
EUREKA FUNDS" for a more complete discussion of annual operating expenses of
each Fund. THE EXAMPLE IS NOT CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. THE FUNDS' ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
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<PAGE> 10
INVESTMENT OBJECTIVE AND POLICIES
MONEY MARKET FUNDS
Each Money Market Fund will endeavor to achieve its objective by investing
in a portfolio of high-quality money market instruments which complies with the
diversification and other requirements of Rule 2a-7 under the Investment Company
Act of 1940 (the "1940 Act"). All instruments in which the Money Market Funds
invest will be deemed to have maturities of 397 days or less. The average dollar
weighted maturity of each Money Market Fund's portfolio will not exceed 90 days.
See "VALUATION OF SHARES" and the Statement of Additional Information for a
further explanation of the amortized cost valuation method.
All securities acquired by the Money Market Funds will be determined at the
time of purchase, under guidelines established by the Eureka Funds' Board of
Trustees, to present minimal credit risks. Under the guidelines adopted by the
Board of Trustees and in accordance with Rule 2a-7 under the 1940 Act, SBCL may
be required to dispose of an obligation held in a Fund's portfolio if there is
an indication that the instrument's credit quality has diminished, such as where
a nationally recognized statistical ratings organization ("NRSRO") downgrades an
obligation to below the second highest rating category or in the event of a
default relating to the financial condition of the issuer.
PRIME MONEY MARKET FUND
The investment objective of the Prime Money Market Fund is to seek as high
a level of current income as is consistent with maintaining liquidity and
stability of principal. The Fund will invest in certificates of deposit,
bankers' acceptances, commercial paper, repurchase agreements, reverse
repurchase agreements, other money market securities, short-term corporate,
state, and municipal obligations that are rated in the top two tiers by an NRSRO
or, if unrated, are of comparable quality. The Fund also invests in securities
whose interest and principal payments are backed by the full faith and credit of
the U.S. government or by an agency of the U.S. government (certain agency
securities are not backed by the full faith and credit of the U.S. government).
U.S. TREASURY OBLIGATIONS FUND
The investment objective of the U.S. Treasury Obligations Fund is to seek
current income consistent with liquidity and stability of principal. Under
normal market conditions, the Fund will invest exclusively in short-term
obligations issued or guaranteed by the U.S. Treasury and repurchase agreements
fully collateralized by U.S. Treasury securities.
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<PAGE> 11
INVESTMENT GRADE BOND FUND
The Investment Grade Bond Fund seeks a high level of income, consistent
with preservation of capital. To achieve this objective, the Fund intends to
invest in a broad range of fixed income securities, including U.S. Treasury
securities (bonds, notes, and bills), U.S. agency securities, mortgage related
securities, corporate securities, preferred stocks, depository institution
obligations, and repurchase agreements. Under normal market conditions, the Fund
will invest at least 80% of its net assets in bonds (i.e., debt securities)
which are investment grade securities, as determined by NRSRO ratings, or if
unrated, as determined by SBCL to be of comparable quality.
The Fund will invest in a varying combination of cash, U.S. Treasury
securities, U.S. agency securities, mortgage related securities, and corporate
securities which are all issued in U.S. dollars. In pursuing its investment
objective, the Fund expects that its portfolio will be characterized by
investment risk that is similar to that of a theoretical broadly diversified
domestic investment grade bond portfolio, such as a portfolio structured to
match the Salomon Broad Investment Grade Index or the Lehman Aggregate Index.
SBCL uses its proprietary, quantitative fixed income security selection
strategy to determine the optimal combination of investments in the portfolio.
SBCL will use a variety of quantitative investment models and risk management
systems to identify the optimal interest rate, credit, and convexity exposure at
any point in time. SBCL seeks the fixed income sectors and/or securities with
high expected relative return premiums, adjusted for risk. Fundamental
valuation, macroeconomic, technical and risk measures are all employed to
determine the expected relative return premium for each sector and/or security.
Once the attractiveness of the various investment sector and individual security
alternatives is determined, the portfolio is constructed so as to overweight
those sectors and/or securities with the most-favorable prospects, according to
the current quantitative analysis.
In order to execute its strategy in an efficient manner, SBCL may utilize
bond index futures contracts in representing various yield curve sectors. The
Fund will use futures contracts to provide an efficient means of achieving
exposure to the fixed income markets. Futures contracts may be used to provide
liquidity, gain broad market exposure, and hedge unwanted interest rate
exposure. SBCL will not use futures to leverage the Fund's holdings.
The Fund may invest up to 20% of its net assets in non-investment grade
debt securities, preferred stocks and convertible securities. In the event that
a security held by the Fund is downgraded, the Fund may continue to hold such
security until such time as SBCL deems it to be advantageous to dispose of the
security.
The Fund may hold securities of foreign issuers, provided such securities
are denominated in U.S. dollars. The Fund may also invest in bond (interest
rate) futures and
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<PAGE> 12
options to a limited extent. See "Investment Objective and Policies--Specific
Investment Policies."
GLOBAL ASSET ALLOCATION FUND
The investment objective of the Global Asset Allocation Fund is to seek a
balance of income and long-term capital appreciation. Through the use of a
disciplined asset allocation approach, the Fund intends to invest in, and assume
a level of risk commensurate with, a globally diversified portfolio of stocks,
bonds, and cash equivalents. By systematically diversifying across countries,
currencies, and asset classes (stocks and bonds), the Fund pursues its capital
appreciation goals while seeking to control portfolio risk. Under normal market
conditions, the Fund will invest at least 25% of its net assets in fixed income
securities.
The Fund will invest in a varying combination of stocks, bonds, and cash
equivalents selected primarily from major markets such as: the United States,
Japan, the U.K., Germany, France, Switzerland, Spain, Canada, and Australia. The
Fund may also invest in other markets, including emerging markets.
Under normal circumstances, at least 65% of the Fund's net assets will be
invested in securities representing at least three different countries,
including the United States.
SBCL uses its proprietary, quantitative global tactical asset allocation,
global currency allocation, and global sector rotation strategies to determine
the optimal combination of investments in the portfolio. SBCL will use a variety
of quantitative investment models to identify the country, sector, and asset
classes deemed most attractive. SBCL seeks those sectors, asset classes,
countries, and currencies with a high expected relative return premium, adjusted
for risk. Fundamental valuation, macroeconomic, technical, and risk measures are
all employed to determine the expected relative return premium for each country,
currency, asset class, and sector. Once the relative attractiveness of the
various investment class alternatives is determined, the portfolio is
constructed so as to overweight those countries, currencies, sectors, and asset
classes with the most favorable prospects, according to the current quantitative
analysis.
In evaluating equity exposure, SBCL attempts to assess the relative value
of each country's market in the aggregate. SBCL may overweight the Fund's
investments in a few selected countries and/or asset classes. The Fund's equity
exposure typically will not deviate by more than 20% from the market
capitalization weights of the respective individual equity markets. Relative
market capitalization of each equity market is determined by that market's
representation in the Salomon Smith Barney Primary World Index or the Morgan
Stanley Capital International World Index. For example, if the Japanese equity
market represents 30% of the Salomon Smith Barney Primary World Index, then
Japanese equities will typically represent not less than 10% nor more than 50%
of the Fund's equity exposure.
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<PAGE> 13
Investments will also include direct investments in short-term or long-term
government bonds, and U.S. and foreign cash equivalents. Bonds in the Fund's
portfolio are expected to range in maturity from one to thirty years.
In order to execute its strategy in an efficient manner, SBCL may utilize
equity index, bond index, and currency futures contracts in the various
countries. The Fund will use futures contracts to provide an efficient means of
achieving broad market exposure to the stock, fixed income and currency markets
of a particular country, to provide liquidity, and to facilitate asset
allocation shifts. Currency futures provide an efficient vehicle for hedging
foreign exchange exposure. By investing in a stock index futures contract the
Fund is exposed to an index of stocks without buying each underlying security in
that index. See "Options and Futures" in the Statement of Additional Information
for a more detailed discussion of the risks associated with investment in
futures contracts.
EQUITY FUND
The Equity Fund's investment objective is to seek long-term capital growth.
The Fund intends to invest in the common stocks of corporations from a broad
cross section of the U.S. economy. The Fund expects to assume a level of risk
commensurate with that represented by a broadly diversified portfolio of U.S.
common stocks, such as that measured by the S&P 500 Index. Under normal market
conditions, the Fund will invest at least 65% of its net assets in common
stocks.
Equity investments are chosen based upon SBCL's proprietary,
quantitatively-disciplined stock selection models. A combination of valuation,
growth, technical, and risk measures are used to rank a universe of
approximately 1,000 U.S. equity issues. The issues assigned the most attractive
overall composite ratings are those which are deemed to have greater potential
for price appreciation over a short-to-intermediate term horizon. The portfolio
is then constructed so that the aggregate investment characteristics of the Fund
are similar to those of the S&P 500 Index. These characteristics include such
measures as economic sector diversification, P/E ratio, dividend yield, and
market "beta" (or sensitivity). However, while maintaining aggregate investment
characteristics similar to those of the S&P 500 Index, the Fund seeks to invest
in individual common stocks -- including stocks which may not be part of that
Index -- which SBCL believes hold a greater potential for price appreciation.
There can be no assurance that the Fund's investment performance will meet or
exceed that of the S&P 500 Index.
Although the Fund normally intends to be fully invested in common stocks,
it may invest temporarily in certain short-term fixed income securities. Such
securities may be used to invest uncommitted cash balances or to maintain
liquidity in order to meet shareholder redemptions.
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<PAGE> 14
The Fund may also utilize equity index futures for the dual purpose of
providing an adequate level of liquidity to the Fund and ensuring that cash
balances achieve equity-like returns. This "equitization" of short-term cash
balances will assist the Fund to meet its investment objective. By investing in
a stock index futures contract the Fund is exposed to an index of stocks without
buying each underlying security in that index. Under no circumstances will the
market exposure of futures contracts exceed 30% of the Fund's net assets. SBCL
will not use futures to leverage the Fund's holdings. See "Options and Futures"
in the Statement of Additional Information for a more detailed discussion of the
risks associated with investments in futures contracts.
ALL FUNDS
The investment objective of each Fund is fundamental and may not be changed
without the vote of a majority of the outstanding Shares of the Fund (as defined
below under "GENERAL INFORMATION--Miscellaneous"). There can be no assurance
that a Fund will achieve its investment objective.
SPECIFIC INVESTMENT POLICIES
The Funds invest in a variety of securities and employ a number of
investment practices. Each security and investment practice involves certain
risks. This table shows the securities and investment practices utilized by the
Funds and the risks inherent in their use. For a more complete discussion of
each instrument and its attendant risks, consult the Funds' Statement of
Additional Information.
# Percent of total assets under normal market conditions
X No policy limitation on usage
- Not permitted
+ For temporary defensive purposes may constitute
100 percent of total assets
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
INVESTMENT PRACTICES
AND SECURITIES
ASSET BACKED SECURITIES. Securities secured by x __ x 35 35
company receivables, home equity loans, truck and auto
loans, leases, credit card receivables and other securities
backed by receivables or assets. Credit, interest rate,
opportunity and pre-payment risks.
BANKERS' ACCEPTANCES. Bills of exchange or time 25 __ 35+ 35+ 35+
drafts drawn on and accepted by a commercial bank.
Credit risk.
</TABLE>
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<PAGE> 15
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
BORROWINGS.(1) The borrowing of money from banks or 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
through reverse repurchase agreements. Leverage and
credit risks.
CERTIFICATES OF DEPOSIT. Negotiable instruments with a x __ 35+ 35+ 35+
stated maturity. Credit and liquidity risks.
COMMERCIAL PAPER AND OTHER SHORT-TERM x __ 35+ 35+ 35+
OBLIGATIONS. Short-term promissory notes or other
obligations issued by corporations and other entities.
Credit risk.
COMMON STOCK. Shares of ownership of a company. __ __ __ x x
Market risk.
CONVERTIBLE SECURITIES. Bonds or preferred stock that __ __ x x x
convert to common stock. Credit, interest rate and
market risks.
CORPORATE OR COMMERCIAL BONDS. Debt securities x __ x x 35
issued by corporations. Credit and interest rate risks.
DOLLAR ROLLS. A transaction in which a fund sells __ __ x x x
securities for delivery in a current month and
simultaneously contracts with the same party to
repurchase similar but not identical securities on a
specified future date. Interest rate, management and
market risks.
EMERGING MARKET SECURITIES. Securities of countries __ __ __ 15 __
with emerging economies or securities markets.
Currency, information, liquidity, market and political
risks.
</TABLE>
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<PAGE> 16
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
FOREIGN SECURITIES.
o Stocks and bonds of foreign issuers __ __ 35 x 35
o American depository receipts, European x __ __ x 35
depository receipts, global depository receipts
and other similar global instruments
Currency, liquidity, information, market, natural event
and political risks.
FORWARD COMMITMENTS. The purchase or sale of a x x x x x
security with payment and delivery scheduled for a
future time. Leverage, market and opportunity risks.
FORWARD FOREIGN CURRENCY EXCHANGE TRANSACTIONS. __ __ __ 50 __
Contractual agreement to purchase or sell one specified
currency for another currency at a specified future date
and price. Credit, correlation, currency, information,
leverage, liquidity, management, market, opportunity
and political risks.
ILLIQUID SECURITIES.(3) Securities which may be difficult 10 __ 15 15 15
to sell at an acceptable price. Liquidity, market and
valuation risks.
INVESTMENT COMPANY SECURITIES. Shares of other
mutual funds. SBCL and BISYS Fund Services will
reduce certain fees when investing in funds for which it
serves as investment adviser or administrator.
(Investments in any one fund will not exceed 5% of
total assets. Investments in all funds will not exceed
10% of total assets.) Management and market risks.
o Money market mutual funds 10 10 10 10 10
o Non-money market mutual funds __ __ __ 10 __
MORTGAGE BACKED SECURITIES.(2) Debt obligations __ __ x 35 35
secured by real estate loans and pools of loans,
including such securities as collateralized mortgage
obligations, which are structured pools of mortgage pass
through certificates or mortgage loans, real estate
investment conduits, and stripped mortgage backed
securities. Mortgage backed securities may have
greater price and yield volatility than traditional fixed-
income securities and their prepayment sensitivity may
range from relatively low to relatively high. Credit,
interest rate, opportunity and pre-payment risks.
</TABLE>
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<PAGE> 17
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
MUNICIPAL OBLIGATIONS. Securities issued by a state or x __ x __ __
political subdivision to obtain funds for various public
purposes. Municipal obligations include participation
certificates in leases, installment purchase contracts and
conditional sales contracts. Credit, liquidity, political
and tax risks.
OPTIONS AND FUTURES.(1) Contracts involving the right or __ __ x x x
obligation to deliver or receive assets or money
depending upon the performance of one or more assets
or an economic index. Currency, correlation, credit,
interest rate, leverage, liquidity, opportunity and market
risks.
PREFERRED STOCK. A class of stock that generally pays a __ __ 30 x x
dividend at a specified rate and has preference over
common stock in the payment of dividends and
liquidation. Market risk.
REPURCHASE AGREEMENTS.(1) The purchase of a security x x x x x
and the simultaneous commitment to sell it back at an
agreed upon price. Credit, market and leverage risks.
REVERSE REPURCHASE AGREEMENTS.(1), (4) The sale of a x x x x x
security and the simultaneous commitment to buy it
back at an agreed upon price. Credit, leverage and
market risks.
RESTRICTED SECURITIES.(5) Securities not registered under x __ x x x
the Securities Act of 1933. Market and valuation risks.
RIGHTS AND WARRANTS. A contract issued by a __ __ x x x
corporation enabling the owner to subscribe to and
purchase a specified number of shares of the corporation
at a specified price during a specified period of time.
Market and valuation risks.
SECURITIES LENDING.(1) The lending of securities to 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
financial institutions, which provide cash or government
securities as collateral. Credit risk.
SHORT-TERM TRADING. The sale of a security soon after __ __ x x x
its purchase. A portfolio engaging in such trading will
have higher turnover and transaction expenses. Market
risk.
</TABLE>
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<PAGE> 18
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
SWAPS, CAPS AND FLOORS.(5) Swaps involve the exchange __ __ x x x
of obligations by two parties. Caps and floors entitle a
purchaser to a principal amount from the seller of the cap
or floor to the extent that a specified index exceeds or
falls below a predetermined interest rate or amount.
Correlation, credit, interest rate, liquidity, management,
market and opportunity risks.
TIME DEPOSITS. Non-negotiable receipts issued by a x __ 35+ 35+ 35+
bank in exchange for the deposit of funds. Liquidity
risk.
U.S. GOVERNMENT SECURITIES. Short-term debt x x x x 35+
instruments issued or guaranteed by the U.S. Treasury
or by an agency or instrumentalities of the U.S.
government. Credit risk.
VARIABLE AND FLOATING RATE INSTRUMENTS. Obligations x x x x __
with a yield that is reset on a periodic basis and loosely
correlated to changes in money market interest rates,
including variable and floating rate notes and bonds.
Credit, interest rate and liquidity risks.
WHEN-ISSUED OR DELAYED-DELIVERY SECURITIES. The x x x x x
purchase or sale of securities for delivery at a future
date. Leverage, market and opportunity risks.
</TABLE>
(1) Each Fund has a fundamental investment policy regarding these practices
or securities, as set forth in the Statement of Additional Information,
which may in some cases be less restrictive than the operating policy
set forth in the chart.
(2) The Money Market Funds may invest in these securities only if consistent
with their objectives and Rule 2a-7.
(3) Each Fund's liquidity limit is calculated as a percentage of its net
assets.
(4) Reverse repurchase agreements would also be subject to a Fund's policy on
borrowings.
(5) Relative to other securities, these securities are more likely to be
deemed illiquid and, therefore, may be subject to the restrictions on
illiquid securities.
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<PAGE> 19
TYPES OF INVESTMENT RISK
CORRELATION RISK. The risk that changes in the value of a hedging instrument
will not match those of the asset being hedged (hedging is the use of one
investment to offset the effects of another investment). Incomplete correlation
can result in unanticipated risks and volatility.
CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation.
CURRENCY RISK. The risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments and may widen any losses.
INFORMATION RISK. The risk that key information about a security or market is
inaccurate or unavailable.
INTEREST RATE RISK. The risk of market losses attributable to changes in
interest rates. With fixed-rate securities, a rise in interest rates typically
causes a fall in values, while a fall in rates typically causes a rise in
values.
LEVERAGE RISK. Associated with securities or practices (such as borrowing) that
multiply small index or market movements into large changes in value.
o HEDGED. When a derivative (a security whose value is based on another
security or index) is used as a hedge against an opposite position
that the fund also holds, any loss generated by the derivative should
be substantially offset by gains on the hedged investment, and vice
versa. While hedging can reduce or eliminate losses, it can also
reduce or eliminate gains. There can be no assurance that a Fund's
hedging transactions will be effective.
o SPECULATIVE. To the extent that a derivative is not used as a hedge,
the fund is directly exposed to the risks of that derivative. Gains or
losses from speculative positions in a derivative may be substantially
greater than the derivative's original cost.
LIQUIDITY RISK. The risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like. The seller may
have to lower the price, sell other securities instead or forego an investment
opportunity, any of which could have a negative effect on fund management or
performance.
MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
to produce the intended result. This risk is common to all mutual funds.
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<PAGE> 20
MARKET RISK. The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than the price originally paid for it, or less than it was worth
at an earlier time. Market risk may affect a single issuer, industry, sector of
the economy or the market as a whole. Common to all stocks and bonds and the
mutual funds that invest in them.
NATURAL EVENT RISK. The risk of losses attributable to natural disasters, crop
failures and similar events.
OPPORTUNITY RISK. The risk of foregoing an investment opportunity because the
assets necessary to take advantage of it are tied up in less advantageous
investments.
POLITICAL RISK. The risk of losses attributable to government or political
actions, from changes in tax or trade statutes to governmental collapse and war.
There are also risks particular to investing in foreign securities, including
higher transaction costs, delayed settlements, currency controls and adverse
economic developments.
PRE-PAYMENT RISK. Early repayment of principal and interest will effect the rate
of return on mortgage-backed securities and may result in greater price and
yield volatility and possible investment losses. When mortgage obligations are
pre-paid, a Fund may have to reinvest in securities with a lower yield. During
periods of declining interest rates, prepayment rates can be expected to
accelerate. Under certain interest rate and prepayment rate scenarios, a Fund
may fail to recoup any premium paid on mortgage-related securities
notwithstanding a direct or indirect governmental or agency guarantee.
TAX RISK. The risk that the issuer of tax-exempt securities will fail to comply
with certain requirements of the Internal Revenue Code, which could cause
interest income to be retroactively included in gross income.
VALUATION RISK. The risk that a fund has valued certain of its securities at a
higher price than it can sell them for.
PORTFOLIO TURNOVER
It is presently anticipated that the portfolio turnover rate of the
Investment Grade Bond Fund, the Global Asset Allocation Fund, and the Equity
Fund will not exceed 100%, 200%, and 200%, respectively. High portfolio turnover
rates will generally result in higher transaction costs to a Fund and may result
in higher levels of taxable realized gains to a Fund's shareholders.
-16-
<PAGE> 21
INVESTMENT RESTRICTIONS
The Funds are subject to a number of investment restrictions that may be
changed only by a vote of a majority of the outstanding shares of the particular
Fund ("fundamental policies"). These fundamental policies (including those noted
by Footnote 1 in the chart above) are set forth in their entirety in the Funds'
Statement of Additional Information.
VALUATION OF SHARES
The net asset value of each Fund other than the Money Market Funds is
determined and its Shares are priced as of the close of regular trading of the
New York Stock Exchange (generally 4:00 p.m. Eastern time) on each Business Day
("Valuation Times"). The net asset value of each Money Market Fund is determined
and its shares are priced as of 1:00 p.m. (Eastern time) and as of the close of
regular trading of the New York Stock Exchange (generally 4:00 p.m. Eastern
time) on each Business Day ("Valuation Times"). For each Money Market Fund, a
"Business Day" constitutes (i) any day on which the Federal Reserve Bank is open
and the New York Stock Exchange (the "NYSE") is open for trading and (ii) any
other day (other than a day during which no Shares are tendered for redemption
and no orders to purchase Shares are received) during which there is sufficient
trading in a Fund's portfolio instruments that the Fund's net asset value per
share might be materially affected. For each Fund, other than the Money Market
Funds, a Business Day is (i) any day on which the NYSE is open for trading and
(ii) any other day (other than a day during which no Shares are tendered for
redemption and no orders to purchase Shares are received) during which there is
sufficient trading in a Fund's portfolio instruments that the Fund's net asset
value per share might be materially affected. Net asset value per Share for
purposes of pricing sales and redemptions is calculated by determining the value
of the class's proportional interest in the securities and other assets of a
Fund, less (i) such class's proportional share of general liabilities and (ii)
the liabilities allocable only to such class, and dividing such amount by the
number of relevant class Shares outstanding.
The securities in each Fund, other than the Money Market Funds, will be
valued at market value. If market quotations are not available, the securities
will be valued by a method which the Board of Trustees believes accurately
reflects fair value.
The Money Market Funds use the amortized cost method of valuing their
securities. This method values a security at its cost on the date of purchase
and thereafter assumes a constant amortization to maturity of any discount or
premium, regardless of the impact fluctuating interest rates have on the market
value of the security. If the Board of Trustees determines that the deviation
from a $1.00 price per share may result in material dilution or other unfair
results to Shareholders, it will take appropriate steps to eliminate or reduce
these consequences to the extent reasonably practicable. Such steps may include
selling portfolio securities prior to maturity in order to realize capital gains
or losses or to shorten the average
-17-
<PAGE> 22
portfolio maturity of a Fund, adjusting or withholding dividends, or utilizing a
net asset value per share determined by using available market quotations. There
can be no assurance that a Money Market Fund will maintain a stable net asset
value of $1.00 per Share.
Most international securities held by the Global Asset Allocation Fund are
priced based on their market value as determined by reported sales prices or the
mean between their bid and asked prices. Portfolio securities which are
primarily traded on foreign securities exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges,
except when an occurrence subsequent to the time a value was so established is
likely to have changed such value. Securities for which market quotations are
not readily available are valued at fair market value as determined in good
faith by or under the direction of the Board of Trustees. The amortized cost
method of valuation will also be used with respect to debt obligations with
sixty days or less remaining to maturity unless SBCL under the supervision of
the Board of Trustees determines such method does not represent fair value.
For further information about the valuation of investments, see the
Statement of Additional Information.
HOW TO PURCHASE AND REDEEM SHARES
DISTRIBUTOR
Shares are sold on a continuous basis by the Eureka Funds' Distributor,
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219. If you are an
employee of SBCL and you wish to purchase shares, contact the Eureka Funds at
888- 306-3005. Customers of SBCL or one of its affiliates should contact SBCL
directly for instructions on how to purchase shares.
PURCHASES OF TRUST SHARES
Trust Shares may be purchased through procedures established by the
Distributor in connection with the requirements of fiduciary, advisory, agency,
custodial and other similar accounts maintained by or on behalf of Customers of
SBCL or one of its affiliates (individually a "Bank" and collectively the
"Banks") or other financial service providers approved by the Distributor.
Shares of the Eureka Funds sold to the Banks acting in a fiduciary,
advisory, custodial (other than for individual retirement accounts), or other
similar capacity on behalf of Customers will normally be held of record by the
Banks. With respect to Shares so sold, it is the responsibility of the Banks to
transmit purchase or redemption orders to the Distributor and to deliver Federal
funds for purchase on a timely basis. Beneficial ownership of the Shares
-18-
<PAGE> 23
will be recorded by the Banks and reflected in the account statements provided
by the Banks to Customers.
Trust Shares are sold at the net asset value next determined after receipt
by the Distributor of a purchase order in good form. See "VALUATION OF SHARES."
There is no sales charge imposed by the Eureka Funds in connection with the
purchase of Trust Shares.
Employees of SBCL, employees of BISYS Fund Services and Trustees of the
Eureka Funds may directly purchase Trust Shares of a Fund by completing and
signing an Account Registration Form and mailing it, together with a check (or
other negotiable bank draft or money order) for at least the minimum initial
purchase amount payable to the Eureka Funds, P.O. Box 182792, Columbus, Ohio
43218-2792. Employees of SBCL, employees of BISYS Fund Services and Trustees of
the Eureka Funds may obtain an Account Registration Form and additional
information regarding the Eureka Funds by calling 888-890-8121. Subsequent
purchases of Trust Shares of a Fund may be made at any time by mailing a check
(or other negotiable bank draft or money order) to the above address.
The minimum initial investment is $100,000, except for purchases by
employees of SBCL, employees of BISYS Fund Services and Trustees of the Eureka
Funds, in which case the minimum initial investment is $500, or $50 if part of
the Eureka Funds' automatic investment plan, as described below. There is no
minimum subsequent investment requirement. There is no limit on the amount of
Trust Shares that may be purchased.
Eureka Funds Individual Retirement Account ("IRA")
The Eureka Funds make available IRAs, including IRAs set up under a
Simplified Employee Pension Plan ("SEP-IRAs") and IRA "Rollover Accounts." An
IRA enables individuals, even if they participate in an employer-sponsored
retirement plan, to establish their own retirement program by purchasing Trust
Shares for an IRA. Eureka Funds IRA contributions may be tax deductible and
earnings are tax deferred. Under the Tax Reform Act of 1986, the tax
deductibility of IRA contributions is restricted or eliminated for individuals
who participate in certain employer pension plans and whose annual income
exceeds certain limits. Existing IRAs and future contributions up to the IRA
maximums, whether deductible or not, still earn income on a tax-deferred basis.
The Eureka Funds also make available the Roth IRA. Unlike a traditional
IRA, contributions to a Roth IRA are not tax deductible. However, distributions
are generally excluded from income provided they occur at least five years after
the creation of the Roth IRA and the distribution is (1) made on or after the
date on which the individual attains age 59 1/2; (2) made to a beneficiary (or
the individual's estate) on or after the individual's death; (3) attributable to
the individual being disabled; or (4) a "qualified first-time homebuyer
distribution," subject to a $10,000 limit.
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<PAGE> 24
All Eureka Funds IRA distribution requests must be made in writing to BISYS
Fund Services, Inc. (the "Transfer Agent"). Any additional deposits to a Eureka
Funds IRA must distinguish the type and year of the contribution.
For more information on Eureka Funds IRA call the Eureka Funds at 888-890-
8121. Shareholders are advised to consult a tax adviser on Eureka Funds IRA
contribution and withdrawal requirements and restrictions. Investors should read
the Disclosure Statement and Custodial Agreement for further details on
eligibility, service fees, and tax implications.
ADDITIONAL INFORMATION ABOUT PURCHASING SHARES
Purchases of Trust Shares of the Eureka Funds will be effected only on a
Business Day (as defined in "VALUATION OF SHARES"). An order for a Money Market
Fund received prior to a Valuation Time on any Business Day will be executed at
the net asset value determined as of the next Valuation Time on the date of
receipt. An order for a Money Market Fund received after the last Valuation Time
on any Business Day will be executed at the net asset value determined as of the
next Valuation Time on the next Business Day. An order for any Fund other than a
Money Market Fund received prior to the Valuation Time on any Business Day will
be executed at the net asset value determined as of the Valuation Time on the
date of receipt. An order for any Fund other than a Money Market Fund received
after the Valuation Time on any Business Day will be executed at the net asset
value determined as of the Valuation Time on the Business Day.
An order to purchase Trust Shares of a Money Market Fund will be deemed to
have been received by the Distributor when federal funds are available to the
Eureka Funds' custodian for investment. Federal funds are monies credited to a
bank's account within a Federal Reserve Bank. Payment for an order to purchase
Shares of a Money Market Fund which is transmitted by federal funds wire will be
available the same day for investment by the Eureka Funds' custodian, if
received prior to the last Valuation Time (see "VALUATION OF SHARES"). It is
strongly recommended that investors of substantial amounts use federal funds to
purchase Shares of a Money Market Fund.
Shares of a Money Market Fund purchased before 1:00 p.m., Eastern time,
begin earning dividends on the same Business Day. All Shares of a Money Market
Fund continue to earn dividends through the day before their redemption.
Depending upon the terms of a particular Customer account, a Participating
Organization or Bank may charge a Customer's account fees for services provided
in connection with investment in the Eureka Funds. Information concerning this
Prospectus should be read in conjunction with any such information received from
the Participating Organizations or Banks.
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<PAGE> 25
The Eureka Funds reserve the right to reject any order for the purchase of
its Trust Shares in whole or in part, including purchases made with foreign
drafts or checks. The Group will not accept third party checks for investment.
Please contact SBCL or your Participating Organization regarding proper
instructions and information to purchase or redeem Shares by check or wire.
Shareholders may also execute telephone transactions as explained below.
AUTO INVEST PLAN
Eureka Funds' Auto Invest Plan enables a Shareholder who is an employee of
SBCL, an employee of BISYS Fund Services or a Trustee of the Eureka Funds, to
make regular purchases of Trust Shares through an automatic deduction from his
or her bank account. With Shareholder authorization, BISYS Fund Services, Inc.
(the "Transfer Agent") will deduct the amount specified (subject to the
applicable minimums) from the Shareholder's bank account and will automatically
invest that amount in Trust Shares at the public offering price on the date of
such deduction. The required minimum initial investment when opening an account
using the Auto Invest Plan is $50 per Fund; the minimum amount for subsequent
investments in a Fund is $50. To participate in the Auto Invest Plan,
Shareholders should complete the appropriate section of the Account Registration
Form or submit a subsequent written request to the Transfer Agent. To change the
frequency or amount of the Auto Invest Plan or to discontinue the feature, a
Shareholder may call the Eureka Funds at 888-890-8121. Changes to the Bank
information must be made in writing, with a signature guarantee (as described
below), to the Eureka Funds, P.O. Box 182792, Columbus, Ohio 43218-2792. The
Auto Invest Plan may be amended or terminated without notice at any time by the
Distributor.
EXCHANGE PRIVILEGE
Trust Shares of each Fund may be exchanged for Trust Shares of the other
Funds, provided that the Shareholder making the exchange is eligible on the date
of the exchange to purchase Trust Shares (with certain exceptions and subject to
the terms and conditions described in this prospectus). Trust Shares of each
Fund may be exchanged for Class A Shares in instances where the Shareholder
ceases to be eligible to purchase Trust Shares.
The Eureka Funds do not impose a fee for processing exchanges of its Trust
Shares. Shareholders may exchange their Trust Shares for Trust Shares of another
Fund on the basis of the relative net asset value of the Shares exchanged.
An exchange is considered a sale of Shares and will result in a capital
gain or loss for federal income tax purposes, which, in general, is calculated
by netting the Shareholder's tax cost (or "basis") in the Shares surrendered and
the value of the Shares received in the exchange.
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<PAGE> 26
A Shareholder wishing to exchange Trust Shares purchased through a
Participating Organization or Bank may do so by contacting the Participating
Organization or Bank. If an exchange request in good order is received by the
Distributor or the Transfer Agent by 4:00 p.m. (Eastern time) on any Business
Day, the exchange usually will occur on that day. Any Shareholder who wishes to
make an exchange should obtain and review a prospectus describing the Fund and
class of Shares which he or she wishes to acquire before making the exchange.
The exchange privilege may be exercised only in those states where the class of
Shares of such other Fund may legally be sold. The Eureka Funds reserve the
right to change the terms and conditions of the exchange privilege discussed
herein upon sixty days written notice.
The Funds are not intended to serve as vehicles for frequent trading in
response to short-term fluctuations in the market. Due to the disruptive effect
that excessive trading can have on efficient portfolio management, the Funds
have established a policy of limiting exchange activity to four substantive
exchange redemptions from a Fund during any calendar year. There is a $500
minimum for all exchanges.
AUTO EXCHANGE
Eureka Funds Auto Exchange enables a Shareholder, who is an employee of
SBCL, an employee of BISYS Funds Services or a Trustee of the Eureka Funds, to
make regular, automatic withdrawals from Trust Shares of a Money Market Fund and
use those proceeds to benefit from dollar-cost-averaging by automatically making
purchases of shares of another Eureka Fund. With shareholder authorization, the
Transfer Agent will withdraw the amount specified (subject to the applicable
minimums) from the Shareholder's Money Market Fund account and will
automatically invest that amount in Trust Shares of the Fund designated by the
Shareholder. In order to participate in the Auto Exchange, Shareholders must
have a minimum beginning balance of $10,000 in their Money Market Fund account.
To participate in the Auto Exchange, Shareholders should complete the
appropriate section of the Account Registration Form, which can be acquired by
calling the Distributor. To change the Auto Exchange instructions or to
discontinue the feature, a Shareholder must send a written request to the Eureka
Funds, P.O. Box 182792, Columbus, Ohio 43218-2792. The Auto Exchange may be
amended or terminated without notice at any time by the Distributor.
REDEMPTION OF SHARES
Shareholders may redeem their Trust Shares without charge on any day that
net asset value is calculated (see "VALUATION OF SHARES") and Shares may
ordinarily be redeemed by mail or by telephone. However, all or part of a
Customer's Shares may be required to be redeemed in accordance with instructions
and limitations pertaining to his or her account held by a Participating
Organization or Bank. For example, if a Customer has agreed to maintain a
minimum balance in his or her account, and the balance in that account falls
below that
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<PAGE> 27
minimum, the Customer may be obliged to redeem, or the Participating
Organization or Bank may redeem for and on behalf of the Customer, all or part
of the Customer's Shares to the extent necessary to maintain the required
minimum balance. If a distribution is to be made to a Customer who is not
eligible to receive Trust Shares, for whatever reason, then Class A Shares will
be distributed to that Customer.
Each Fund reserves the right to redeem a shareholder's Trust Shares if the
shareholder does not maintain a balance of $25,000 in the Trust Shares of that
Fund. Employees of SBCL, employees of BISYS Fund Services and Trustees of the
Eureka Funds will not be required to maintain a minimum balance in Trust Shares
of the Funds.
REDEMPTION BY MAIL
A written request for redemption must be received by the Eureka Funds in
order to constitute a valid tender for redemption. The signature on the written
request must be guaranteed by a bank, broker, dealer, credit union, securities
exchange, securities association, clearing agency or savings association, as
those terms are defined in Rule 17Ad-15 under the Securities Exchange Act of
1934 if (a) a redemption check is to be payable to anyone other than the
Shareholder(s) of record; or (b) a redemption check is to be mailed to the
Shareholder(s) at an address other than the address of record or other than to a
commercial bank designated on the Account Registration Form of such
Shareholder(s). The Distributor reserves the right to reject any signature
guarantee if (1) it has reason to believe that the signature is not genuine, (2)
it has reason to believe that the transaction would otherwise be improper, or
(3) the guarantor institution is a broker or dealer that is neither a member of
a clearing corporation nor maintains net capital of at least $100,000. A notary
public will not be accepted as a signature guarantee. Proceeds may be mailed to
the address of record or sent electronically or mailed to a previously
designated bank account without a signature guarantee. See "Redemption by
Telephone" for further discussion regarding sending proceeds to your bank
account.
REDEMPTION BY TELEPHONE
Shares may be redeemed by telephone if the Shareholder selected that option
on the Account Registration Form or in a subsequent written request to the
Transfer Agent. A Shareholder may have the proceeds mailed to the address of
record or sent electronically or mailed directly to a domestic commercial bank
account previously designated by the Shareholder on the Account Registration
Form. Under most circumstances, such payments will be transmitted on the next
Business Day following receipt of a valid request for redemption. Such
electronic redemption requests may be made by the Shareholder by telephone to
the Transfer Agent. The Transfer Agent may reduce the amount of a wire
redemption payment by its then-current wire redemption charge. Presently there
is no charge. There is no charge for having payment of redemption requests
mailed or sent via the Automated Clearing House to a designated bank account.
For telephone redemptions, contact
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<PAGE> 28
SBCL or your Participating Organization.
TELEPHONE PROCEDURES
A change of address may be requested over the telephone or by fax. These
requests will be processed and subject to independent verification at the point
of entry. Telephone and faxed address changes may not be made in conjunction
with a redemption request or a change in Auto Invest/Auto Withdrawal
instructions. A shareholder that changes their address by phone will have their
account subject to a ten business day escrow hold.
The Distributor, the Transfer Agent, SBCL and the Eureka Funds will not be
liable for any losses, damages, expenses or costs arising out of any telephone
transaction (including purchases, exchanges, and redemptions) effected in
accordance with the Eureka Funds' telephone transaction procedures, upon
instructions reasonably believed to be genuine. The Eureka Funds will employ
procedures designed to provide reasonable assurance that instructions
communicated by telephone are genuine; if these procedures are followed, the
Eureka Funds will not be liable for any losses due to unauthorized or fraudulent
instructions. These procedures include recording phone conversations, sending
confirmations to Shareholders within 72 hours of the telephone transaction,
verifying the account name and a Shareholder's account number or tax
identification number and sending redemption proceeds only to the address of
record or to a previously authorized bank account. If, due to temporary adverse
conditions, investors are unable to effect telephone transactions, Shareholders
may mail redemption requests to the Eureka Funds.
CHECK WRITING SERVICE
Shareholders of Trust Shares of a Money Market Fund may write checks in the
amount of $500 or more, against their Fund account. A Shareholder will receive a
supply of checks after a signed signature card is received. A check may be made
payable to any person, and the Shareholder's account will continue to earn
dividends until the check clears. Because of the difficulty of determining in
advance the exact value of a Fund account, a Shareholder may not use a check to
close his or her account. The Shareholder's account will be charged a fee for
stopping payment of a check upon the Shareholder's request or if the check
cannot be honored because of insufficient funds or other valid reasons.
AUTO WITHDRAWAL PLAN
Eureka Funds Auto Withdrawal Plan enables Shareholders to make regular
redemptions of Trust Shares of a Fund. With Shareholder authorization, the
Transfer Agent will automatically redeem Trust Shares at the net asset value of
the applicable Fund on the dates of withdrawal and have the amount specified
transferred according to the instructions of the Shareholder. To participate in
the Auto Withdrawal Plan,
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Shareholders must have at least $10,000 in the Fund selected and must maintain a
minimum account balance of $1,000 in the Fund. The minimum required withdrawl is
$100 monthly. The purchase of additional Trust Shares concurrent with
withdrawals may be disadvantageous to certain Shareholders because of tax
liabilities.
To participate in the Auto Withdrawal Plan, Shareholders should complete
the appropriate section of the Account Registration Form or submit a written
request (with a signature guarantee) to the Transfer Agent. For a Shareholder to
change the Auto Withdrawal instructions or to discontinue the feature, the
request must be made in writing to the Eureka Funds, P.O. BOX 182792, Columbus,
Ohio 43218-2792. The Auto Withdrawal Plan may be amended or terminated without
notice at any time by the Distributor.
PAYMENTS TO SHAREHOLDERS
Redemption orders are effected at the net asset value per Share next
determined after the Shares are properly tendered for redemption, as described
above. Payment to Shareholders for Shares redeemed will be made within seven
days after receipt by the Distributor of the request for redemption. However, to
the greatest extent possible, the Eureka Funds will attempt to honor requests
from Shareholders for next Business Day payments if the request for redemption
is received by the Transfer Agent before the Valuation Time on a Business Day
or, if the request for redemption is received after the Valuation Time, to honor
requests for payment within two Business Days, unless it would be
disadvantageous to the Eureka Funds or the Shareholders of the particular Fund
to sell or liquidate portfolio securities in an amount sufficient to satisfy
requests for payments in that manner. The Money Market Funds will attempt to
honor requests from Shareholders for same day payment upon redemption of Shares
if the request for redemption is received by the Transfer Agent before 1:00 p.m.
Eastern time, on a Business Day or, if the request for redemption is received
after 1:00 p.m. Eastern time, to honor requests for payment on the next Business
Day, unless it would be disadvantageous to the Fund or its Shareholders to sell
or liquidate portfolio securities in an amount sufficient to satisfy requests
for payments in that manner.
In some instances, a Fund may be requested to redeem Shares for which it
has not yet received good payment. Under such circumstances, the Eureka Funds
may delay forwarding the proceeds until payment has been collected for the
purchase of such Shares, which may take up to 15 days or more. To avoid delay in
payment upon redemption, investors should purchase Shares by certified check or
by wire transfer. The Eureka Funds intend to pay cash for all Shares redeemed,
but under abnormal conditions which may make payment in cash unwise, the Eureka
Funds may make payment wholly or partly in portfolio securities at their then
current market value equal to the redemption price. In such cases, an investor
may incur brokerage costs in converting such securities to cash.
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See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION" in the Statement of
Additional Information for examples of when the Eureka Funds may suspend the
right of redemption or redeem Shares involuntarily if it appears appropriate to
do so in light of the Eureka Funds' responsibilities under the 1940 Act.
DIVIDENDS AND TAXES
Each Fund will be treated as a separate entity for federal income tax
purposes. Each Fund intends to qualify for treatment as a "regulated investment
company" under the Internal Revenue Code of 1986 (the "Code"). If qualified, a
Fund will not have to pay federal taxes on amounts it distributes to
Shareholders. Regulated investment companies are subject to a federal excise tax
if they do not distribute substantially all of their income on a timely basis.
Each Fund intends to avoid paying federal income and excise taxes by timely
distributing substantially all its net investment income and net realized
capital gains.
Dividends received by a Shareholder of a Fund that are derived from such
Fund's investments in U.S. government securities may not be entitled to the
exemption from state and local income taxes that would be available if the
Shareholder had purchased U.S. government securities directly. Shareholders are
advised to consult their tax adviser concerning the application of state and
local taxes to distributions received from a Fund.
Shareholders will be advised at least annually as to the amount and federal
income tax character of distributions made during the year.
The net investment income of each Money Market Fund is declared daily as a
dividend to Shareholders at the close of business on the day of declaration.
Dividends will generally be paid monthly. The Money Market Funds do not expect
to realize any long-term capital gains and, therefore, do not foresee paying any
"capital gains dividends" as described in the Code. However, any such capital
gains will be distributed no more than twice a year after deduction for any
available capital loss carryforward.
The amount of dividends payable with respect to the Trust Shares will
exceed dividends on Class A Shares due to the Distribution and Shareholder
Services Plan fee and Service Plan fee applicable to Class A Shares.
A dividend on the Shares of the Investment Grade Bond Fund is declared
daily and paid monthly. A dividend on the Shares of the Global Asset Allocation
Fund is declared and paid annually. A dividend on the Shares of the Equity Fund
is declared and paid monthly. Net realized capital gains, if any, are
distributed at least annually to Shareholders of record after deduction for any
available capital loss carry forward.
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A Shareholder will automatically receive all income dividends and capital
gain distributions in additional full and fractional Shares at net asset value
as of the date of payment unless the Shareholder elects to receive such
dividends or distributions in cash. Such election, or any revocation thereof,
must be made in writing to the Eureka Funds, P.O. Box 182792, Columbus, Ohio
43218-2792, and will become effective with respect to dividends and
distributions having record dates after its receipt by the Transfer Agent.
Reinvested dividends receive the same tax treatment as dividends paid in cash.
Dividends are paid in cash not later than seven Business Days after a
Shareholder's complete redemption of his or her Shares. If you elect to receive
distributions in cash, and checks (1) are returned and marked as "undeliverable"
or (2) remain uncashed for six months, your cash election will be changed
automatically and your future dividend and capital gains distributions will be
reinvested in the Fund at the per share net asset value determined as of the
date of payment of the distribution. In addition, any undeliverable checks or
checks that remain uncashed for six months will be canceled and will be held in
a non-interest bearing account pending further instructions from the
Shareholder.
Dividends are generally taxable in the taxable year received. However,
dividends declared in October, November or December to Shareholders of record
during such a month and paid during the following January are treated for tax
purposes as if they were received by each Shareholder on December 31 of the year
in which the dividends were declared.
Dividends will generally be taxable to a Shareholder as ordinary income to
the extent of the Shareholder's ratable share of the earnings and profits of a
Fund as determined for tax purposes. Certain dividends paid by the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund, and
so-designated by the Funds may qualify for the dividends received deduction for
corporate shareholders. Because all of the net investment income of the
remaining Funds is expected to be interest income, it is anticipated that no
distributions from such Funds will qualify for the dividends received deduction.
Distributions of net realized capital gains are taxable to Shareholders as
long-term capital gains regardless of how long the Shareholder has held Shares
in the Fund. Shareholders who are not subject to tax on their income generally
will not have to pay federal income tax on amounts distributed to them.
Dividends that are derived from interest on a Fund's investments in U.S.
government securities may be eligible for exemption from the state and local
taxes of certain jurisdictions, although state and local tax authorities may not
agree with this view. However, distributions of income derived from repurchase
agreements and securities lending transactions generally will not qualify for
exemption from state and local income taxes.
The foregoing is a summary of certain federal, state and local income tax
consequences of investing in a Fund. Shareholders should consult their own tax
advisers concerning the tax consequences of an investment in a Fund.
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TAX CONSIDERATIONS RELATING TO THE
GLOBAL ASSET ALLOCATION FUND
Dividends and certain interest income earned by the Global Asset Allocation
Fund from foreign securities may be subject to foreign withholding taxes or
other taxes. So long as more than 50% of the value of the Fund's total assets at
the close of any taxable year consists of stock or securities of foreign
corporations, the Fund may elect, for federal income tax purposes, to treat
certain foreign taxes paid by it, including generally any withholding taxes and
other foreign income taxes, as paid by its shareholders. It is possible that the
Global Asset Allocation Fund will make this election in certain years. The
remaining Funds do not expect to be eligible to make this election. If a Fund
makes the election, the amount of such foreign taxes paid by a Fund will be
included in its shareholders' income pro rata (in addition to taxable
distributions actually received by them), and each shareholder will be entitled
either (a) to credit a proportionate amount of such taxes against a
shareholder's federal income tax liabilities, or (b) if a shareholder itemizes
deductions, to deduct such proportionate amounts from federal taxable income.
Fund transactions in foreign currencies and hedging activities may give
rise to ordinary income or loss to the extent such income or loss results from
fluctuations in value of the foreign currency concerned. In addition, such
activities will likely produce a difference between book income and taxable
income. This difference may cause a portion of a Fund's income distributions to
constitute a return of capital for tax purposes or require the Fund to make
distributions exceeding book income to qualify as a regulated investment company
for tax purposes.
MANAGEMENT OF EUREKA FUNDS
TRUSTEES
The Board of Trustees of the Eureka Funds has overall responsibility for
the Funds. The Board of Trustees is elected by the Shareholders. There are
currently five Trustees, two of whom are "interested persons" of the Eureka
Funds within the meaning of that term under the 1940 Act. The Trustees, in turn,
elect the officers of the Eureka Funds to supervise its day-to-day operations.
INVESTMENT ADVISER
SBCL serves as Investment Adviser of each Fund. SBCL is a wholly-owned
subsidiary of The Sanwa Bank Limited, of Japan. Its principal offices are
located at 601 South Figueroa Street, Los Angeles, California 90017.
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Established in 1972, SBCL provides a full range of personal and business
banking services through a network of more than 100 branches and offices
statewide. As of September 30, 1997, SBCL had approximately $1.45 billion of
assets under management.
Subject to the general supervision of the Board of Trustees and in
accordance with the investment objectives and restrictions of a Fund, SBCL
manages the Funds, makes decisions with respect to, and places orders for, all
purchases and sales of its investment securities, and maintains its records
relating to such purchases and sales.
Under an investment advisory agreement between the Eureka Funds and SBCL,
the fee payable to SBCL by each Fund for investment advisory services is the
lesser of: (a) a fee computed daily and paid monthly at the annual rate of
thirty one-hundredths of one percent (0.30%) of the Prime Money Market Fund's
average daily net assets; twenty one-hundredths of one percent (0.20%) of the
U.S. Treasury Obligations Fund's average daily net assets; sixty one-hundredths
of one percent (0.60%) of the Investment Grade Bond Fund's average daily net
assets; ninety one-hundredths of one percent (0.90%) of the Global Asset
Allocation Fund's average daily net assets; and seventy five one-hundredths of
one percent (0.75%) of the Equity Fund's average daily net assets, or (b) such
fee as may from time to time be agreed upon in writing by the Eureka Funds and
SBCL. The fee agreed to in writing from time to time by the Eureka Funds and
SBCL may be significantly lower than the fee calculated at the annual rate and
the effect of such agreed upon lower fee would be to lower a Fund's expenses and
increase the net income of the Fund during the period when such agreed upon
lower fee is in effect.
Hal Nachtrieb and David Lampert, both Vice Presidents of SBCL, co-manage
the Investment Grade Bond Fund. They have been with SBCL since 1995 and 1984,
respectively, where they are responsible for the investment management of
approximately $500 million in personal and institutional fixed income assets,
including approximately $100 million in commingled bond funds.
Prior to joining SBCL, Mr. Nachtrieb developed and managed equity and fixed
income funds for Franklin Resources. He also served as vice president for
Continental Bank, and before that, managed the fixed income trading desk at
Imperial Corporation of America. Mr. Nachtrieb began his career as an investment
manager as a mortgage-backed options trader for Drexel Burnham Lambert. Mr.
Nachtrieb earned a master of business administration in finance from the
University of Southern California and a bachelor of science in economics from
Lewis & Clark College in Portland, Oregon.
Most recently, Mr. Lampert was the Deputy Treasurer of SBCL responsible for
all fixed income activities of the Treasury Department. Over the years, his
responsibilities included trading bonds and bond futures, developing and
implementing derivatives strategies for the bank and customers, and managing a
$1 billion money market portfolio and the $600 million bond portfolio. Mr.
Lampert graduated from the University of California at Los Angeles with a
bachelor of arts in Business/Economics.
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Richard Weiss, Chief Investment Officer and Senior Vice President of SBCL,
and Brian Garbe, Director of Investment Research & Strategy and Vice-President
of SBCL, co-manage the Equity Fund and Global Asset Allocation Fund. They have
been with the SBCL since 1994, where they are responsible for the investment
management of approximately $1.6 billion in personal and institutional assets,
including approximately $250 million in commingled equity and international
funds.
Mr. Weiss has over 15 years of experience in the investment management
industry. Prior to joining SBCL, Messrs. Weiss and Garbe both were employed by
Vantage Global Advisors where they acted as manager and trader, respectively,
for global asset allocation portfolios. Before that, they were managing director
and investment officer, respectively, at TSA Capital Management, again
responsible for the management and back-office of global investments. Earlier in
his career, Mr. Weiss was a quantitative investment strategist for Paine Webber
in New York, and director of quantitative analysis and systems for Mellon Bank
in Pittsburgh, Pennsylvania.
Mr. Weiss graduated magna cum laude with a master of business
administration in finance and econometrics from the University of Chicago. He
also graduated magna cum laude with a bachelor of science in finance and
statistics from The Wharton School, University of Pennsylvania.
Mr. Garbe earned a master of business administration and a bachelor of
science in applied mathematics from the University of California at Los Angeles.
ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services is the
administrator for each Fund and also acts as the Eureka Funds' principal
underwriter and distributor (the "Administrator" or the "Distributor"), under
agreements approved by the Eureka Funds' Board of Trustees. BISYS Fund Services
is wholly owned by The BISYS Group, Inc., 150 Clove Road, Little Falls, New
Jersey 07424, a publicly owned company engaged in information processing, loan
servicing and 401(k) administration and recordkeeping services to and through
banking and other financial organizations.
The Administrator generally assists in all aspects of a Fund's
administration and operation. Under an administration agreement between the
Eureka Funds and the Administrator, the fee payable by the Funds to the
Administrator for management administration services is the lesser of (a) a fee
computed daily at the annual rate, subject to a per Fund annual minimum of
$75,000, of twenty one-hundredths of one percent (0.20%) of the Funds' average
daily net assets up to $500 million; eighteen and one-half one-hundredths of one
percent (0.185%) of the Funds' average daily net assets in excess of $500
million up to $1 billion; and seventeen and one-half one-hundredths of one
percent (0.175%) of the Funds' average daily net assets in excess of $1 billion,
or (b) such fee as may from time to time be agreed upon by the Eureka Funds and
the Administrator. A fee
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agreed to from time to time by the Eureka Funds and the Administrator may be
significantly lower than the fee calculated at the annual rate and the effect of
such agreed upon lower fee would be to lower a Fund's expenses and increase the
net income of the Fund during the period when such agreed upon lower fee is in
effect.
EXPENSES
SBCL and the Administrator each bear all expenses in connection with the
performance of their services as investment adviser and administrator,
respectively, other than the cost of securities (including brokerage
commissions, if any) purchased for a Fund. Each Fund bears the following
expenses relating to its operations: taxes, interest, any brokerage fees and
commissions, fees and travel expenses of the Trustees, Commission fees, state
securities qualification and renewal fees, costs of preparing and printing
prospectuses for regulatory purposes and for distribution to current
Shareholders, outside auditing and legal expenses, amortized organizational
expenses, advisory and administration fees, fees and out-of-pocket expenses of
the custodian and the Transfer Agent, fees and out-of-pocket expenses for fund
accounting services, expenses incurred for pricing securities owned by a Fund,
certain insurance premiums, costs of maintenance of a Fund's existence, costs
and expenses of Shareholders' and Trustees' reports and meetings, and any
extraordinary expenses incurred in its operation. As a general matter, expenses
are allocated to the Class A Shares and Trust Shares of a Fund on the basis of
the relative net asset value of each class. At present, the only expenses that
will be borne solely by Class A Shares, other than in accordance with the
relative net asset value of the class, are expenses under the Eureka Funds'
Distribution and Shareholder Services Plan ("Distribution Plan") and a "Service
Plan" which relate only to the Class A Shares.
The organizational expenses of each Fund have been capitalized and are
being amortized in the first five years of each Fund's operations. Such
amortization will reduce the amount of income available for payment as
dividends.
DISTRIBUTION PLAN
The Distribution Plan contains a so-called "defensive" provision applicable
to all classes of Shares. Under this defensive provision to the extent that any
payment made to the Administrator, including payment of administration fees,
should be deemed to be indirect financing of any activity primarily intended to
result in the sale of Shares issued by the Eureka Funds' within the context of
Rule 12b-1 under the 1940 Act, such payment shall be deemed to be authorized by
the Distribution Plan.
BANKING LAWS
SBCL believes that it possesses the legal authority to perform the
investment advisory services for the Eureka Funds contemplated by its investment
advisory agreement with the Eureka Funds and described in this Prospectus
without violation of applicable banking laws
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and regulations, and has so represented to the Eureka Funds. Future changes in
federal or state statutes and regulations relating to permissible activities of
banks or bank holding companies and their subsidiaries and affiliates as well as
further judicial or administrative decisions or interpretations of present and
future statutes and regulations could change the manner in which SBCL could
continue to perform such services for the Eureka Funds. See "MANAGEMENT OF
EUREKA FUNDS--Glass Steagall Act" in the Statement of Additional Information for
further discussion of applicable banking laws and regulations.
GENERAL INFORMATION
DESCRIPTION OF THE EUREKA FUNDS AND ITS SHARES
The Eureka Funds were organized as a Massachusetts business trust on
April 7, 1997. There are unlimited number of authorized Shares of beneficial
interest of the Eureka Funds which may, without Shareholder approval, be divided
into an unlimited number of series of such Shares, and which are presently
divided into five series of Shares, one for each of the following Funds: the
Prime Money Market Fund, the U.S. Treasury Obligations Fund, the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund. Each
Fund offers to the public two classes of shares: Class A and Trust Shares. Each
Share represents an equal proportionate interest in a Fund with other Shares of
the same series and class, and is entitled to such dividends and distributions
out of the income earned on the assets belonging to that Fund as are declared at
the discretion of the Trustees (see "Miscellaneous" below).
Shareholders are entitled to one vote per Share (with proportional voting
for fractional Shares) on such matters as Shareholders are entitled to vote.
Shareholders vote in the aggregate and not by series or class on all matters
except (i) when required by the 1940 Act, Shares shall be voted by individual
series, (ii) when the Trustees have determined that the matter affects only the
interests of a particular series or class, and (iii) only the holders of Class A
Shares will be entitled to vote on matters submitted to shareholder vote with
regard to the Distribution Plan applicable to such class.
As used in this Prospectus and in the Statement of Additional Information,
a "vote of a majority of the outstanding Shares" of the Eureka Funds or a
particular Fund means the affirmative vote, at a meeting of Shareholders duly
called, of the lesser of (a) 67% or more of the votes of Shareholders of the
Eureka Funds or that particular Fund present at such meeting at which the
holders of more than 50% of the votes attributable to the Shareholders of record
of the Eureka Funds or such Fund are represented in person or by proxy, or (b)
the holders of more than 50% of the outstanding votes of Shareholders of the
Eureka Funds or such Fund.
Overall responsibility for the management of the Eureka Funds is vested in
the Board of Trustees. See "MANAGEMENT OF EUREKA FUNDS--Trustees of the Eureka
Funds." Individual Trustees are elected by the Shareholders and may be removed
by the Board of
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Trustees or Shareholders at a meeting held for such purpose in accordance with
the provisions of the Declaration of Trust and the By-laws of the Eureka Funds
and Massachusetts law. See "ADDITIONAL INFORMATION--Miscellaneous" in the
Statement of Additional Information for further information.
Although the Eureka Funds is not required to hold annual meetings of
Shareholders, Shareholders holding at least 10% of the Eureka Funds' outstanding
Shares have the right to call a meeting to elect or remove one or more of the
Trustees of the Eureka Funds. Shareholder inquiries should be directed to the
Secretary of the Eureka Funds at 3435 Stelzer Road, Columbus, Ohio 43219.
CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT
The Bank of New York serves as Custodian for the Eureka Funds.
BISYS Fund Services, Inc. serves as transfer agent for and provides fund
accounting services to the Eureka Funds.
OTHER CLASSES OF SHARES
In addition to Trust Shares, the Eureka Funds also offer Class A Shares of
each Fund. Class A Shares are offered to the general public at net asset value
and are subject to a Distribution Plan fee and Service Plan fee.
PERFORMANCE INFORMATION
General. From time to time, a Money Market Fund's annualized "yield" and
"effective yield" and total return for Trust Shares may be presented in
advertisements, sales literature and shareholder reports. The "yield" of a Money
Market Fund is based upon the income earned by the Fund over a seven-day period
and then annualized, i.e., the income earned in the period is assumed to be
earned every seven days over a 52-week period and is stated as a percentage of
the investment. The "effective yield" of a Money Market Fund is calculated
similarly but when annualized, the income earned by the investment is assumed to
be reinvested in Shares of the Eureka Funds and thus compounded in the course of
a 52-week period. The effective yield will be higher than the yield because of
the compounding effect of the assumed reinvestment.
Total return is calculated for the past year and the period since the
establishment of each Money Market Fund. Average annual total return is measured
by comparing the value of an investment in a Fund at the beginning of the
relevant period to the redemption value of the investment at the end of the
period (assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized.
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From time to time performance information of the Investment Grade Bond
Fund, the Global Asset Allocation Fund, and the Equity Fund, showing its average
annual total return, aggregate total return, and/or yield may be presented in
advertisements, sales literature and shareholder reports. Such performance
figures are based on historical earnings and are not intended to indicate future
performance. Average annual total return will be calculated for the period since
the establishment of a Fund. Average annual total return is measured by
comparing the value of an investment in a Fund at the beginning of the relevant
period to the redemption value of an investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized. Yield will be
computed by dividing the net investment income per Share for the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund earned
during a recent 30-day period by the Fund's per Share maximum offering price
(reduced by any undeclared earned income expected to be paid shortly as a
dividend) on the last day of the period and annualizing the results.
The Investment Grade Bond Fund, the Global Asset Allocation Fund, and the
Equity Fund may also calculate a distribution rate. Distribution rates will be
computed by dividing the distribution per Share of a class made by a Fund over a
twelve-month period by the maximum offering price per Share. The distribution
rate includes both income and capital gain dividends and does not reflect
unrealized gains or losses. The calculation of income in the distribution rate
includes both income and capital gain dividends and does not reflect unrealized
gains or losses, although a Fund may also present a distribution rate excluding
the effect of capital gains. The distribution rate differs from the yield,
because it includes capital items which are often non-recurring in nature, and
may include returns of principal, whereas yield does not include such items. The
Funds do not intend to publish distribution rates in Fund advertisements but may
publish such rates in supplemental sales literature. Distribution rates may also
be presented excluding the effect of a sales charge, if any.
Yield, effective yield, total return and distribution rate will be
calculated separately for each Class of Shares. Because Trust Shares are not
subject to Distribution Plan fees or Service Plan fees, the yield and total
return for Trust Shares will be higher than that of the Class A Shares for the
same period.
Investors may also judge the performance of a Fund by comparing its
performance to the performance of other mutual funds with comparable investment
objectives and policies through various mutual fund or market indices and data
such as that provided by Lipper Analytical Services, Inc., IBC/Donoghue's MONEY
FUND REPORT and Ibbotson Associates, Inc. References may also be made to indices
or data published in Money Magazine, Forbes, Barron's, The Wall Street Journal,
The New York Times, Business Week, American Banker, Fortune, Institutional
Investor, Ibbotson Associates, Inc., Morningstar, Inc., CDA/Weisenberger,
Pension and Investments, U.S.A. Today and local newspapers. In addition to
performance information, general information about the Funds that appears in a
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publication such as those mentioned above may be included in advertisements and
in reports to Shareholders.
Information about the performance of a Fund is based on a Fund's record up
to a certain date and is not intended to indicate future performance. Yields and
total returns of a Fund will fluctuate. Any fees charged by the Participating
Organizations to their customers in connection with investment in a Fund are not
reflected in the Eureka Funds' performance information.
Further information about the performance of a Fund is contained in that
Fund's annual report to Shareholders, which may be obtained without charge by
contacting the Eureka Funds at the address below.
PRIOR PERFORMANCE OF THE INVESTMENT ADVISER
The following tables set forth the Investment Adviser's composite
performance data relating to the historical performance of collective investment
trusts and common trust funds managed by the Investment Adviser, since the dates
indicated, that have investment objectives, policies, strategies and risks
substantially similar to those of the Equity Fund and the Investment Grade Bond
Fund. The data is provided to illustrate the past performance of the Investment
Adviser in managing substantially similar accounts as measured against a
specified market index or indices and does not represent the performance of the
Equity Fund and the Investment Grade Bond Fund. Investors should not consider
this performance data as an indication of future performance of the Equity Fund
and the Investment Grade Bond Fund or of the Investment Adviser.
The Investment Adviser's composite performance data shown below were
calculated in accordance with required recommended standards of the Association
for Investment Management and Research(1) ("AIMR"), retroactively applied to all
time periods. All returns presented were calculated on a total return basis and
include all dividends and interest, accrued income and realized and unrealized
gains and loses. All returns reflect the deduction of investment advisory fees,
brokerage commissions and execution costs paid by the Investment Adviser's
institutional private accounts, without provision for federal or state income
taxes. Custodial fees, if any, were not included in the calculation. The
Investment Adviser's composites include all actual, fee-paying, discretionary
institutional, private accounts managed by the Investment Adviser that have
investment objectives, policies, strategies and risks substantially similar to
those of the
- --------
(1) AIMR is a non-profit membership and education organization with more than
30,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and
fair presentations by investment advisers of their performance results, and
(ii) ensure uniformity in reporting so that performance results of
investment advisers are directly comparable.
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Equity Fund and the Investment Grade Bond Fund. Securities transactions are
accounted for on the trade date and accrual accounting is utilized. Cash and
equivalents are included in performance returns. The monthly returns of the
Investment Adviser's composites combine the individual accounts' returns by
asset-weighting each individual account's asset value as of the beginning of the
month. Yearly returns are calculated by geometrically linking the monthly
returns.
The institutional private accounts that are included in the Investment
Adviser's composites are not subject to the same types of expenses to which the
Equity Fund and Investment Grade Bond Fund are subject nor to the
diversification requirements, specific tax restrictions and investment
limitations imposed on the Portfolios by the Investment Company Act or
Subchapter M of the Internal Revenue Code. Consequently, the performance results
for the Investment Adviser's composites could have been adversely affected if
the institutional private accounts included in the composites had been regulated
as investment companies under the federal securities laws.
The results presented below may not necessarily equate with the return
experienced by any particular investor as a result of the timing of investments
and redemptions. In addition, the effect of taxes on any investor will depend on
such person's tax status, and the results have not been reduced to reflect any
income tax which may have been payable.
The investment results of the Investment Adviser's composites presented
below are unaudited and are not intended to predict or suggest the returns that
might be experienced by the Equity Fund and Investment Grade Bond Fund or an
individual investor investing in such Funds. Investors should also be aware that
the use of a methodology different from that used below to calculate performance
could result in different performance data.
All information set forth in the tables below relies on data supplied by
the Investment Adviser or from statistical services, reports or other sources
believed by the Investment Adviser to be reliable. However, except as otherwise
indicated, such information has not been verified and is unaudited.
-36-
<PAGE> 41
<TABLE>
<CAPTION>
Equity Performance
Investment Adviser's
Equity S&P 500
Year Composite Index 1
---- -------------------- --------
<S> <C> <C>
1988 10.20% 16.50%
1989 25.18% 31.43%
1990 4.03% -3.19%
1991 29.66% 30.55%
1992 3.12% 7.68%
1993 2.54% 10.00%
1994 0.75% 1.23%
1995 35.85% 37.50%
1996 22.60% 23.12%
1997 23.47% 25.34%
Last Year(2) 30.12%
Last 5 Years 17.38%
Last 10 Years 15.03%
</TABLE>
- ---------------
(1) The S&P 500 Index is an unmanaged index containing common stocks of 500
industrial, transportation, utility and financial companies, regarded as
generally representative of the U.S. stock market. The Index reflects the
reinvestment of income dividends and capital gain distributions, if any,
but does not reflect fees, brokerage commissions, or other expenses of
investing.
(2) Through October 31, 1997.
-37-
<PAGE> 42
<TABLE>
<CAPTION>
Investment Grade Bond Performance
Investment Adviser's Lehman Lehman
Investment Grade Bond Government/ Aggregate
Year Composite Corporate Bond Index 1(1) Index(2)
- ---- ------------------------ ---------------------- ---------
<S> <C> <C> <C>
1988 8.72% 7.59% 7.88%
1989 12.16% 14.24% 14.53%
1990 6.65% 8.28% 8.95%
1991 13.37% 16.13% 16.00%
1992 6.95% 7.58% 7.40%
1993 9.40% 10.97% 9.75%
1994 -5.26% -3.49% -2.92%
1995 16.58% 19.24% 18.48%
1996 0.22% 2.91% 3.61%
1997(3) 7.45% 8.04% 8.09%
Last Year 8.05%
Last 5 Years 5.65%
Last 10 Years 7.60%
</TABLE>
- --------------
(1) The Lehman Government/Corporate Bond Index includes the Government and
Corporate Bond indices. The Government Bond Index is made up of the
Treasury Bond Index (all public obligations of the U.S. Treasury, excluding
flower bonds and foreign-targeted issues) and the Agency Bond Index (all
publicly issued debt of U.S. Government agencies and quasi-federal
corporation, and corporate debt guaranteed by the U.S. Government). We have
also included the 1-3 year Government Index, composed of agency and
Treasury securities with maturities of one to three years, and the 20+ Year
Treasury Index, composed of Treasury issues with 20 years or more to
maturity. The Corporate Bond Index includes all publicly issued, fixed
rate, nonconvertible investment grade, dollar-denominated, SEC-registered
corporate debt. The Corporate Index sectors are industrial, finance,
utility, and Yankee. Also included among Yankees is debt issued or
guaranteed by foreign sovereign governments, municipalities, or
governmental or international agencies.
(2) The Lehman Aggregate Index includes fixed rate debt issues rated investment
grade or higher by Moody's Investors Service, Standard & Poor's
Corporation, or Fitch Investors Service, in that order. All issues have at
least one year to maturity and an outstanding par value of at least $100
million. Intermediate indices include bonds with maturities of up to 10
years, and long-term indices include those with maturities of 10 years or
longer. Price, coupon, paydown, and total return are reported for all
sectors on a month-end to month-end basis. All returns are market
value-weighted inclusive of accrued interest.
(3) Through October 31, 1997.
-38-
<PAGE> 43
Prime Money Market Fund
The Prime Money Market Fund commenced operations on November 3, 1997
subsequent to the transfer of assets by the Employee Benefit Trust Money Market
Fund E, a collective investment trust, to the Prime Money Market Fund in
exchange for shares of the Prime Money Market Fund. The Prime Money Market
Fund's portfolio of investments on November 3, 1997 was the same as the
portfolio of the Employee Benefit Trust Money Market Fund E immediately prior to
the transfer.
The Employee Benefit Trust Money Market Fund E was not a registered
investment company as it was exempt from registration under the 1940 Act. Since,
in a practical sense, the common trust fund constitutes a "predecessor" of the
Fund, the Prime Money Market Fund calculates the performance for each Class of
the Fund for periods commencing prior to the transfer of the Employee Benefit
Trust Money Market Fund E's assets to the Prime Money Market Fund by including
the Employee Benefit Trust Money Market Fund E's total return adjusted to
reflect the deduction of fees and expenses applicable to the Trust Shares of the
Fund as stated in the Fee Table in this Prospectus (i.e. adjusted to reflect
anticipated expenses, net of management and administrative fee waivers).
The Prime Money Market Fund from time to time may advertise certain
investment performance figures, as discussed above. These figures are based on
historical earnings, but past performance data is not necessarily indicative of
future performance of the Fund.
COMPARATIVE PERFORMANCE INFORMATION REGARDING
THE EMPLOYEE BENEFIT TRUST MONEY MARKET FUND E AND
THE PRIME MONEY MARKET FUND
Average Annual Total Return*
<TABLE>
<CAPTION>
Fund 1 year 3 years 5 years 10 years
- ---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Employee Benefit Trust
Money Market Fund E 5.02% 5.15% 4.34% 4.05%
</TABLE>
- -------------
* Figures were calculated pursuant to a methodology established by the SEC
and do not reflect the imposition of a sales load given that the Trust
Shares of the Prime Money Market Fund are not subject to a sales load.
-39-
<PAGE> 44
MISCELLANEOUS
Shareholders will receive unaudited semi-annual reports describing the
investment operations of their Fund(s) and annual financial statements audited
by independent public accountants.
Inquiries regarding the Eureka Funds may be directed in writing to the
Eureka Funds at the following address: The Eureka Funds, P.O. Box 182792,
Columbus, Ohio 43218-2792.
-40-
<PAGE> 45
INVESTMENT ADVISER
Sanwa Bank California
Investment Management Department
601 S. Figueroa Street
Los Angeles, California 90017
ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
LEGAL COUNSEL
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005
TRANSFER AGENT
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
AUDITORS
Ernst & Young LLP
10 West Broad Street
Columbus, Ohio 43215
CUSTODIAN
The Bank of New York
90 Washington Street
New York, New York 10286
-41-
<PAGE> 46
This redlined draft, generated by CompareRite -
The Instant Redliner, shows the differences
between -
original document : C:\WASH1\AALBERTE\7050954.01
and revised document: C:\WASH1\AALBERTE\7050954.02
CompareRite found 57 change(s) in the text
CompareRite found 2 change(s) in the notes
Deletions appear as a struck-through
Additions appear as bold+dbl underlined text
-43-
<PAGE> 47
CROSS REFERENCE SHEET
PROSPECTUS FOR EUREKA FUNDS
CLASS A SHARES
<TABLE>
<CAPTION>
Part A Item NO. Prospectus Caption
- --------------- ------------------
<S> <C>
1. Cover Page................................................. Cover Page
2. Synopsis................................................... Prospectus Summary; Fee Table
3. Condensed Financial Information............................ Inapplicable
4. General Description of Registrant.......................... Prospectus Summary; Investment
Objective and Policies; General
Information - Description of the Eureka
Funds and Its Shares
5. Management of the Funds.................................... Management of the Eureka Funds;
General Information
5A. Management's Discussion of
Fund Performance...................................... Inapplicable
6. Capital Stock and Other Securities......................... How to Purchase and Redeem Shares;
Dividends and Taxes; General
Information - Description of the Eureka
Funds and Its Shares; General
Information - Miscellaneous
7. Purchase of Securities Being Offered....................... Valuation of Shares; How to Purchase
and Redeem Shares
8. Redemption or Repurchase................................... How to Purchase and Redeem Shares
9. Pending Legal Proceedings.................................. Inapplicable
</TABLE>
<PAGE> 48
MONEY MARKET FUNDS
Eureka Prime Money Market Fund
Eureka U.S. Treasury Obligations Fund
BOND FUND
Eureka Investment Grade Bond Fund
BALANCED FUND
Eureka Global Asset Allocation Fund
STOCK FUND
Eureka Equity Fund
CLASS A SHARES
SANWA BANK CALIFORNIA
INVESTMENT ADVISER
BISYS FUND SERVICES, INC.
ADMINISTRATOR AND DISTRIBUTOR
PROSPECTUS DATED [_________], 1998
<PAGE> 49
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary.....................................................
Fee Table..............................................................
Investment Objective and Policies......................................
Valuation of Shares....................................................
How to Purchase and Redeem Shares......................................
Dividends and Taxes....................................................
Management of Eureka Funds.............................................
General Information....................................................
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE EUREKA
FUNDS OR THE DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
EUREKA FUNDS OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.
-i-
<PAGE> 50
EUREKA FUNDS
3435 Stelzer Road For current yield, purchase and
Columbus, Ohio 43219 redemption information, call 888-890-8121
Investment Adviser:
Sanwa Bank California TDD/TTY call (800) 300-8893
THE EUREKA FUNDS is an open-end management investment company consisting of
five separate investment funds (each a "Fund," and collectively, the "Funds").
Each Fund offers multiple classes of units of beneficial interest ("Shares").
THE EUREKA PRIME MONEY MARKET FUND (the "Prime Money Market Fund") seeks as
high a level of current income as is consistent with maintaining liquidity and
stability of principal.
THE EUREKA U.S. TREASURY OBLIGATIONS FUND (the "U.S. Treasury Obligations
Fund"), seeks current income consistent with liquidity and stability of
principal. The Fund intends to invest exclusively in short-term obligations
issued or guaranteed by the U.S. Treasury and repurchase agreements fully
collateralized by U.S. Treasury securities.
AN INVESTMENT IN THE PRIME MONEY MARKET FUND OR THE U.S. TREASURY OBLIGATIONS
FUND (TOGETHER, THE "MONEY MARKET FUNDS") IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY MARKET FUNDS WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THE EUREKA INVESTMENT GRADE BOND FUND (the "Investment Grade Bond Fund")
seeks a high level of income, consistent with preservation of capital.
THE EUREKA GLOBAL ASSET ALLOCATION FUND (the "Global Asset Allocation
Fund") seeks a balance of income and long-term capital appreciation. The Fund
intends to invest in a mix of U.S. and international stocks, bonds, and cash
equivalents using a disciplined asset allocation approach.
THE EUREKA EQUITY FUND (the "Equity Fund") seeks long-term capital growth.
The Fund intends to invest in the common stocks of corporations representing a
broad cross section of the U.S. economy. The Fund expects to have a level of
risk commensurate with that represented by a broadly diversified portfolio of
U.S. common stocks, such as the Standard & Poor's 500 Index. There can be no
assurance that the Fund's investment performance will meet or exceed that of the
S&P 500 Index.
<PAGE> 51
This Prospectus relates to the Class A Shares of the Eureka Funds, which
are offered to the general public. Through a separate prospectus, the Eureka
Funds also offers Trust Shares to Sanwa Bank California and its affiliates and
other financial service providers approved by the Distributor for the investment
of funds for which they act in a fiduciary, advisory, agency, custodial (other
than for individual retirement accounts) or similar capacity. A Statement of
Additional Information, dated ______________, 1998, has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. The
Statement of Additional Information and the prospectus relating to the Trust
Shares are available without charge by writing or by calling the Eureka Funds at
the address or telephone number shown above.
This Prospectus sets forth concisely the information an investor should
know before investing and should be read carefully and retained for future
reference.
SHARES OF THE EUREKA FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED
OR GUARANTEED BY, SANWA BANK CALIFORNIA, ANY OF ITS AFFILIATES, OR ANY OTHER
BANK. SUCH SHARES ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISKS INCLUDING
POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is ___________, 1998.
-2-
<PAGE> 52
PROSPECTUS SUMMARY
The Eureka Funds Eureka Funds, a Massachusetts business
trust, is a diversified open-end management
investment company which currently consists
of five separately managed Funds. Each Fund
offers to the public two classes of Shares:
Class A and Trust Class. This prospectus
relates to only the Class A Shares.
Investment Objective THE PRIME MONEY MARKET FUND seeks as high a
level of current income as is consistent
with maintaining liquidity and stability of
principal.
THE U.S. TREASURY OBLIGATIONS FUND seeks
current income consistent with liquidity and
stability of principal.
THE INVESTMENT GRADE BOND FUND seeks a high
level of income, consistent with
preservation of capital.
THE GLOBAL ASSET ALLOCATION FUND seeks a
balance of income and long-term capital
appreciation.
THE EQUITY FUND seeks long-term capital
growth.
Investment Risks There can be no assurance that the Money
Market Funds will be able to maintain a
stable net asset value. The other Funds' net
asset value and each Fund's performance may
vary daily, reflecting fluctuations in the
market value of its portfolio holdings,
interest rate levels, and market conditions.
The Investment Grade Bond Fund is primarily
subject to the risks of a potential for
decline in the market value of bonds due to
interest rate changes or the ability of an
issuer to meet its obligations. The Global
Asset Allocation Fund and the Equity Fund
are primarily exposed to the risk that stock
prices will decline over short or even
extended periods. Foreign securities, which
the Prime Money Market Fund, Investment
Grade Bond Fund, and Global Asset Allocation
Fund may invest in, involve risks not
associated with domestic investing. Foreign
securities markets are not always as
efficient as those in the United States and
are often less liquid and more volatile. See
"Investment Practices and Securities" for a
discussion of the Funds' investments and the
risks associated with investing in the
Funds.
-3-
<PAGE> 53
Offering Price The public offering price of the Prime Money
Market Fund and the U.S. Treasury
Obligations Fund is equal to that Fund's net
asset value per Class A Share, which each
Fund will seek to maintain at $1.00.
The public offering price of the Investment
Grade Bond Fund, the Global Asset Allocation
Fund, and the Equity Fund is equal to that
Fund's net asset value per Class A Share.
See "HOW TO PURCHASE AND REDEEM
SHARES--Purchases of Class A Shares."
Maximum Purchase For Class A Shares there is no maximum
purchase. See "HOW TO PURCHASE AND REDEEM
SHARES -- Purchases of Class A Shares."
Minimum Purchase For Class A Shares there is a $1,000 minimum
initial investment, or a $50 minimum initial
investment if investing through the Eureka
Funds' Automatic Investment Plan, and a $50
minimum investment for subsequent purchases.
See "HOW TO PURCHASE AND REDEEM
SHARES--Purchases of Class A Shares."
Investment Adviser Sanwa Bank California ("SBCL"),
Los Angeles, California.
Dividends The Prime Money Market Fund, the U.S.
Treasury Obligations Fund, and the
Investment Grade Bond Fund declare dividends
daily and pay such dividends monthly. The
Global Asset Allocation Fund declares and
pays dividends annually. The Equity Fund
declares and pays dividends monthly.
Distributor BISYS Fund Services, Columbus, Ohio.
-4-
<PAGE> 54
FEE TABLE
The following tables are intended to assist investors in understanding the
expenses associated with investing in Class A Shares of the Funds.
<TABLE>
<CAPTION>
PRIME U.S. TREASURY INVESTMENT
MONEY MARKET OBLIGATIONS GRADE BOND GLOBAL ASSET EQUITY
FUND FUND FUND ALLOCATION FUND FUND
------------ ----------- ---------- --------------- ------
CLASS A CLASS A CLASS A CLASS A CLASS A
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Load on Purchases None None None None None
Maximum Sales Load on
Reinvested Dividends None None None None None
Maximum Deferred Sales Load None None None None None
Redemption Fees(2) None None None None None
Exchange Fee None None None None None
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS)(3)
Management Fees (after voluntary
fee reductions) 0.20% 0.10% 0.50% 0.80% 0.65%
12b-1 Fee 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after
voluntary fee reductions)(4) 0.35% 0.36% 0.40% 0.64% 1.37%
---- ---- ---- ---- ----
Total Fund Operating Expenses
(after voluntary fee reductions) 0.80% 0.71% 1.15% 1.69% 1.27%
==== ==== ==== ==== ====
</TABLE>
- ---------------------
(1) A Participating Organization or Bank (as defined in this Prospectus) may
charge a Customer's (as defined in this Prospectus) account fees for
automatic investments, exchanges, and other investment management services
provided in connection with investment in Class A Shares of a Fund. See
"HOW TO PURCHASE AND REDEEM SHARES--"Purchases of Class A Shares" and "HOW
TO PURCHASE AND REDEEM SHARES--Exchange Privilege."
(2) A wire redemption charge may be deducted from the amount of a wire
redemption payment made at the request of a shareholder. See "HOW TO
PURCHASE AND REDEEM SHARES--Redemption by Telephone."
(3) SBCL has agreed to voluntarily reduce the amount of its investment advisory
fee through the end of the Funds' initial fiscal year. Certain other fees
will also be voluntarily reduced. Absent the voluntary reduction of
investment advisory fees and other expenses, Management Fees, Other
Expenses and Total Operating Expenses as a percentage of average daily net
assets for Class A Shares would be 0.30%, 0.64% and 1.19%, respectively,
for the Prime Money Market Fund; 0.20%, 0.65% and 1.10%, respectively, for
the U.S. Treasury Obligations Fund; 0.60%, 0.65% and 1.50%, respectively,
for the Investment Grade Bond Fund; 0.90%, 0.89% and 2.04%, respectively,
for the Global Asset Allocation Fund; and 0.75%, 0.62% and 1.62%,
respectively, for the Equity Fund.
(4) "Other Expenses" are based on estimated amounts for the current
fiscal year.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A Shares of
the Funds, assuming (1) 5% annual return and (2) redemption at the end of each
time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Prime Money Market Fund $ 8 $26
U.S. Treasury Obligations Fund $ 7 $23
=== ===
Investment Grade Bond Fund $12 $37
===
Global Asset Allocation Fund $17 $53
Equity Fund $13 $40
===
</TABLE>
These tables are intended to assist investors in understanding the various
costs and expenses associated with investing in the Funds. See "MANAGEMENT OF
EUREKA FUNDS" for a more complete discussion of annual operating expenses of
each Fund. THE EXAMPLE IS NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. THE
FUND'S ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Long-term shareholders of Class A Shares may pay more than the equivalent
of the maximum front-end sales charges otherwise permitted by NASD Rules.
-5-
<PAGE> 55
INVESTMENT OBJECTIVES AND POLICIES
MONEY MARKET FUNDS
Each Money Market Fund will endeavor to achieve its investment objective by
investing in a portfolio of high-quality money market instruments which complies
with the diversification and other requirements of Rule 2a-7 under the
Investment Company Act of 1940 (the "1940 Act"). All instruments in which the
Money Market Funds invest will be deemed to have maturities of 397 days or less.
The average dollar weighted maturity of each Money Market Fund's portfolio will
not exceed 90 days. See "VALUATION OF SHARES" and the Statement of Additional
Information for a further explanation of the amortized cost valuation method.
All securities acquired by the Money Market Funds will be determined at the
time of purchase, under guidelines established by the Eureka Funds' Board of
Trustees, to present minimal credit risks. Under the guidelines adopted by the
Board of Trustees and in accordance with Rule 2a-7 under the 1940 Act, SBCL may
be required to dispose of an obligation held in a Fund's portfolio if there is
an indication that the instrument's credit quality has diminished, such as where
a nationally recognized statistical ratings organization ("NRSRO") downgrades an
obligation to below the second highest rating category or in the event of a
default relating to the financial condition of the issuer.
PRIME MONEY MARKET FUND
The investment objective of the Prime Money Market Fund is to seek as high
a level of current income as is consistent with maintaining liquidity and
stability of principal. The Fund will invest in certificates of deposit,
bankers' acceptances, commercial paper, repurchase agreements, reverse
repurchase agreements, other money market securities, short-term corporate,
state, and municipal obligations that are rated in the top two tiers by an NRSRO
or, if unrated, are of comparable quality. The Fund also invests in securities
whose interest and principal payments are backed by the full faith and credit of
the U.S. government or by an agency of the U.S. government (certain agency
securities are not backed by the full faith and credit of the U.S. government).
U.S. TREASURY OBLIGATIONS FUND
The investment objective of the U.S. Treasury Obligations Fund is to seek
current income consistent with liquidity and stability of principal. Under
normal market conditions, the Fund will invest exclusively in short-term
obligations issued or guaranteed by the U.S. Treasury and repurchase agreements
fully collateralized by U.S. Treasury securities.
-6-
<PAGE> 56
INVESTMENT GRADE BOND FUND
The Investment Grade Bond Fund seeks a high level of income, consistent
with preservation of capital. To achieve this objective, the Fund intends to
invest in a broad range of fixed income securities, including U.S. Treasury
securities (bonds, notes, and bills), U.S. agency securities, mortgage related
securities, corporate securities, preferred stocks, depository institution
obligations, and repurchase agreements. Under normal market conditions, the Fund
will invest at least 80% of its net assets in bonds (i.e., debt securities)
which are investment grade securities, as determined by NRSRO ratings, or if
unrated, as determined by SBCL to be of comparable quality.
The Fund will invest in a varying combination of cash, U.S. Treasury
securities, U.S. agency securities, mortgage related securities, and corporate
securities which are all issued in U.S. dollars. In pursuing its investment
objective, the Fund expects that its portfolio will be characterized by
investment risk that is similar to that of a theoretical broadly diversified
domestic investment grade bond portfolio, such as a portfolio structured to
match the Salomon Broad Investment Grade Index or the Lehman Aggregate Index.
SBCL uses its proprietary, quantitative fixed income security selection
strategy to determine the optimal combination of investments in the portfolio.
SBCL will use a variety of quantitative investment models and risk management
systems to identify the optimal interest rate, credit, and convexity exposure at
any point in time. SBCL seeks the fixed income sectors and/or securities with
high expected relative return premiums, adjusted for risk. Fundamental
valuation, macroeconomic, technical and risk measures are all employed to
determine the expected relative return premium for each sector and/or security.
Once the attractiveness of the various investment sector and individual security
alternatives is determined, the portfolio is constructed so as to overweight
those sectors and/or securities with the most-favorable prospects, according to
the current quantitative analysis.
In order to execute its strategy in an efficient manner, SBCL may utilize
bond index futures contracts in representing various yield curve sectors. The
Fund will use futures contracts to provide an efficient means of achieving
exposure to the fixed income markets. Futures contracts may be used to provide
liquidity, gain broad market exposure, and hedge unwanted interest rate
exposure. SBCL will not use futures to leverage the Fund's holdings.
The Fund may invest up to 20% of its net assets in non-investment grade
debt securities, preferred stocks and convertible securities. In the event that
a security held by the Fund is downgraded, the Fund may continue to hold such
security until such time as SBCL deems it to be advantageous to dispose of the
security.
The Fund may hold securities of foreign issuers, provided such securities
are denominated in U.S. dollars. The Fund may also invest in bond (interest
rate) futures and
-7-
<PAGE> 57
options to a limited extent. See "Investment Objective and Policies--Specific
Investment Policies."
GLOBAL ASSET ALLOCATION FUND
The investment objective of the Global Asset Allocation Fund is to seek a
balance of income and long-term capital appreciation. Through the use of a
disciplined asset allocation approach, the Fund intends to invest in, and assume
a level of risk commensurate with, a globally diversified portfolio of stocks,
bonds, and cash equivalents. By systematically diversifying across countries,
currencies, and asset classes (stocks and bonds), the Fund pursues its capital
appreciation goals while seeking to control portfolio risk. Under normal market
conditions, the Fund will invest at least 25% of its net assets in fixed income
securities.
The Fund will invest in a varying combination of stocks, bonds, and cash
selected primarily from major markets such as: the United States, Japan, the
U.K., Germany, France, Switzerland, Spain, Canada, and Australia. The Fund may
also invest in other markets, including emerging markets.
Under normal circumstances, at least 65% of the Fund's net assets will be
invested in securities representing at least three different countries,
including the United States.
SBCL uses its proprietary, quantitative global tactical asset allocation,
global currency allocation, and global sector rotation strategies to determine
the optimal combination of investments in the portfolio. SBCL will use a variety
of quantitative investment models to identify the country, sector, and asset
classes deemed most attractive. SBCL seeks those sectors, asset classes,
countries, and currencies with a high expected relative return premium, adjusted
for risk. Fundamental valuation, macroeconomic, technical, and risk measures are
all employed to determine the expected relative return premium for each country,
currency, asset class, and sector. Once the relative attractiveness of the
various investment class alternatives is determined, the portfolio is
constructed so as to overweight those countries, currencies, sectors, and asset
classes with the most favorable prospects, according to the current quantitative
analysis.
In evaluating equity exposure, SBCL attempts to assess the relative value
of each country's market in the aggregate. SBCL may overweight the Fund's
investments in a few selected countries and/or asset classes. The Fund's equity
exposure typically will not deviate by more than 20% from the market
capitalization weights of the respective individual equity markets. Relative
market capitalization of each equity market is determined by that market's
representation in the Salomon Smith Barney Primary World Index or the Morgan
Stanley Capital International World Index. For example, if the Japanese equity
market represents 30% of the Salomon Smith Barney Primary World Index, then
Japanese equities will typically represent not less than 10% nor more than 50%
of the Fund's equity exposure.
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<PAGE> 58
Investments will also include direct investments in short-term or long-term
government bonds, and U.S. and foreign cash equivalents. Bonds in the Fund's
portfolio are expected to range in maturity from one to thirty years.
In order to execute its strategy in an efficient manner, SBCL may utilize
equity index, bond index, and currency futures contracts in the various
countries. The Fund will use futures contracts to provide an efficient means of
achieving broad market exposure to the stock, fixed income and currency markets
of a particular country, to provide liquidity, and to facilitate asset
allocation shifts. Currency futures provide an efficient vehicle for hedging
foreign exchange exposure. By investing in a stock index futures contract the
Fund is exposed to an index of stocks without buying each underlying security in
that index. SBCL will not use futures to leverage the Fund's holdings. See
"Options and Futures" in the Statement of Additional Information for a more
detailed discussion of the risks associated with investment in futures
contracts.
EQUITY FUND
The Equity Fund's investment objective is to seek long-term capital growth.
The Fund intends to invest in the common stocks of corporations from a broad
cross section of the U.S. economy. The Fund expects to assume a level of risk
commensurate with that represented by a broadly diversified portfolio of U.S.
common stocks, such as that measured by the S&P 500 Index. Under normal market
conditions, the Fund will invest at least 65% of its net assets in common
stocks.
Equity investments are chosen based upon SBCL's proprietary,
quantitatively-disciplined stock selection models. A combination of valuation,
growth, technical, and risk measures are used to rank a universe of
approximately 1,000 U.S. equity issues. The issues assigned the most attractive
overall composite ratings are those which are deemed to have greater potential
for price appreciation over a short-to-intermediate term horizon. The portfolio
is then constructed so that the aggregate investment characteristics of the Fund
are similar to those of the S&P 500 Index. These characteristics include such
measures as economic sector diversification, P/E ratio, dividend yield, and
market "beta" (or sensitivity). However, while maintaining aggregate investment
characteristics similar to those of the S&P 500 Index, the Fund seeks to invest
in individual common stocks -- including stocks which may not be part of that
Index -- which SBCL believes hold a greater potential for price appreciation.
There can be no assurance that the Fund's investment performance will meet or
exceed that of the S&P 500 Index.
Although the Fund normally intends to be fully invested in common stocks,
it may invest temporarily in certain short-term fixed income securities. Such
securities may be used to invest uncommitted cash balances or to maintain
liquidity in order to meet shareholder redemptions.
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<PAGE> 59
The Fund may also utilize equity index futures for the dual purpose of
providing an adequate level of liquidity to the Fund and ensuring that cash
balances achieve equity-like returns. This "equitization" of short-term cash
balances will assist the Fund to meet its investment objective. By investing in
a stock index futures contract the Fund is exposed to an index of stocks without
buying each underlying security in that index. Under no circumstances will the
market exposure of futures contracts exceed 30% of the Fund's net assets. SBCL
will not use futures to leverage the Fund's holdings. See "Options and Futures"
in the Statement of Additional Information for a more detailed discussion of the
risks associated with investments in futures contracts.
ALL FUNDS
The investment objective of each Fund is fundamental and may not be changed
without the vote of a majority of the outstanding Shares of the Fund (as defined
below under "GENERAL INFORMATION--Miscellaneous"). There can be no assurance
that a Fund will achieve its investment objective.
SPECIFIC INVESTMENT POLICIES
The Funds invest in a variety of securities and employ a number of
investment practices. Each security and investment practice involves certain
risks. This table shows the securities and investment practices utilized by the
Funds and the risks inherent in their use. For a more complete discussion of
each instrument and its attendant risks, consult the Funds' Statement of
Additional Information.
# Percent of total assets under normal market conditions
x No policy limitation on usage
- Not permitted
+ For temporary defensive purposes may constitute
100 percent of total assets
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INVESTMENT PRACTICES
AND SECURITIES
ASSET BACKED SECURITIES. Securities secured by x __ x 35 35
company receivables, home equity loans, truck and auto
loans, leases, credit card receivables and other securities
backed by receivables or assets. Credit, interest rate,
opportunity and pre-payment risks.
BANKERS' ACCEPTANCES. Bills of exchange or time 25 __ 35+ 35+ 35+
drafts drawn on and accepted by a commercial bank.
Credit risk.
</TABLE>
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<PAGE> 60
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---- ---------- ------
<S> <C> <C> <C> <C> <C>
BORROWINGS.(1) The borrowing of money from banks or 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
through reverse repurchase agreements. Leverage and
credit risks.
CERTIFICATES OF DEPOSIT. Negotiable instruments with a x __ 35+ 35+ 35+
stated maturity. Credit and liquidity risks.
COMMERCIAL PAPER AND OTHER SHORT-TERM x __ 35+ 35+ 35+
OBLIGATIONS. Short-term promissory notes or other
obligations issued by corporations and other entities.
Credit risk.
COMMON STOCK. Shares of ownership of a company. __ __ __ x x
Market risk.
CONVERTIBLE SECURITIES. Bonds or preferred stock that __ __ x x x
convert to common stock. Credit, interest rate and
market risks.
CORPORATE OR COMMERCIAL BONDS. Debt securities x __ x x 35
issued by corporations. Credit and interest rate risks.
DOLLAR ROLLS. A transaction in which a fund sells __ __ x x x
securities for delivery in a current month and
simultaneously contracts with the same party to
repurchase similar but not identical securities on a
specified future date. Interest rate, management and
market risks.
EMERGING MARKET SECURITIES. Securities of countries __ __ __ 15 __
with emerging economies or securities markets.
Currency, information, liquidity, market and political
risks.
</TABLE>
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<PAGE> 61
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---- ---------- ------
<S> <C> <C> <C> <C> <C>
FOREIGN SECURITIES.
o Stocks and bonds of foreign issuers __ __ 35 x 35
o American depository receipts, European x __ __ x 35
depository receipts, global depository receipts
and other similar global instruments
Currency, liquidity, information, market, natural event
and political risks.
FORWARD COMMITMENTS. The purchase or sale of a x x x x x
security with payment and delivery scheduled for a
future time. Leverage, market and opportunity risks.
FORWARD FOREIGN CURRENCY EXCHANGE TRANSACTIONS. __ __ __ 50 __
Contractual agreement to purchase or sell one specified
currency for another currency at a specified future date
and price. Credit, correlation, currency, information,
leverage, liquidity, management, market, opportunity
and political risks.
ILLIQUID SECURITIES.(3) Securities which may be difficult 10 __ 15 15 15
to sell at an acceptable price. Liquidity, market and
valuation risks.
INVESTMENT COMPANY SECURITIES. Shares of other
mutual funds. SBCL and BISYS Fund Services, Inc.
will reduce certain fees when investing in funds for
which it serves as investment adviser or administrator.
(Investments in any one fund will not exceed 5% of
total assets. Investments in all funds will not exceed
10% of total assets.) Management and market risks.
o Money market mutual funds 10 10 10 10 10
o Non-money market mutual funds __ __ __ 10 __
MORTGAGE BACKED SECURITIES.(2) Debt obligations __ __ x 35 35
secured by real estate loans and pools of loans,
including such securities as collateralized mortgage
obligations, which are structured pools of mortgage pass
through certificates or mortgage loans, real estate
investment conduits, and stripped mortgage backed
securities. Mortgage backed securities may have
greater price and yield volatility than traditional fixed-
income securities and their prepayment sensitivity may
range from relatively low to relatively high. Credit,
interest rate, opportunity and pre-payment risks.
</TABLE>
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<PAGE> 62
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---- ---------- ------
<S> <C> <C> <C> <C> <C>
MUNICIPAL OBLIGATIONS. Securities issued by a state or x __ x __ __
political subdivision to obtain funds for various public
purposes. Municipal obligations include participation
certificates in leases, installment purchase contracts and
conditional sales contracts. Credit, liquidity, political
and tax risks.
OPTIONS AND FUTURES.(1) Contracts involving the right or __ __ x x x
obligation to deliver or receive assets or money
depending upon the performance of one or more assets
or an economic index. Currency, correlation, credit,
interest rate, leverage, liquidity, opportunity and market
risks.
PREFERRED STOCK. A class of stock that generally pays a __ __ 30 x x
dividend at a specified rate and has preference over
common stock in the payment of dividends and
liquidation. Market risk.
REPURCHASE AGREEMENTS.(1) The purchase of a security x x x x x
and the simultaneous commitment to sell it back at an
agreed upon price. Credit, market and leverage risks.
REVERSE REPURCHASE AGREEMENTS.(1), (4) The sale of a x x x x x
security and the simultaneous commitment to buy it
back at an agreed upon price. Credit, leverage and
market risks.
RESTRICTED SECURITIES.(5) Securities not registered under x __ x x x
the Securities Act of 1933. Market and valuation risks.
RIGHTS AND WARRANTS. A contract issued by a __ __ x x x
corporation enabling the owner to subscribe to and
purchase a specified number of shares of the corporation
at a specified price during a specified period of time.
Market and valuation risks.
SECURITIES LENDING.(1) The lending of securities to 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
financial institutions, which provide cash or government
securities as collateral. Credit risk.
SHORT-TERM TRADING. The sale of a security soon after __ __ x x x
its purchase. A portfolio engaging in such trading will
have higher turnover and transaction expenses. Market
risk.
</TABLE>
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<PAGE> 63
<TABLE>
<CAPTION>
PRIME U.S. INVESTMENT GLOBAL
MONEY TREASURY GRADE ASSET
MARKET OBLIGATIONS BOND ALLOCATION EQUITY
FUND FUND FUND FUND FUND
------ ----------- ---- ---------- ------
<S> <C> <C> <C> <C> <C>
SWAPS, CAPS AND FLOORS.(5) Swaps involve the exchange __ __ x x x
of obligations by two parties. Caps and floors entitle a
purchaser to a principal amount from the seller of the cap
or floor to the extent that a specified index exceeds or
falls below a predetermined interest rate or amount.
Correlation, credit, interest rate, liquidity, management,
market and opportunity risks.
TIME DEPOSITS. Non-negotiable receipts issued by a x __ 35+ 35+ 35+
bank in exchange for the deposit of funds. Liquidity
risk.
U.S. GOVERNMENT SECURITIES. Short-term debt x x x x 35+
instruments issued or guaranteed by the U.S. Treasury
or by an agency or instrumentalities of the U.S.
government. Credit risk.
VARIABLE AND FLOATING RATE INSTRUMENTS. Obligations x x x x __
with a yield that is reset on a periodic basis and loosely
correlated to changes in money market interest rates,
including variable and floating rate notes and bonds.
Credit, interest rate and liquidity risks.
WHEN-ISSUED OR DELAYED-DELIVERY SECURITIES. The x x x x x
purchase or sale of securities for delivery at a future
date. Leverage, market and opportunity risks.
</TABLE>
(1) Each Fund has a fundamental investment policy regarding these practices or
securities, as set forth in the Statement of Additional Information, which
may in some cases be less restrictive than the operating policy set forth
in the chart.
(2) The Money Market Funds may invest in these securities only if consistent
with their objectives and Rule 2a-7.
(3) Each Fund's liquidity limit is calculated as a percentage of its net
assets.
(4) Reverse repurchase agreements would also be subject to a Fund's policy on
borrowings.
(5) Relative to other securities, these securities are more likely to be deemed
illiquid and, therefore, may be subject to the restrictions on illiquid
securities.
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<PAGE> 64
TYPES OF INVESTMENT RISK
CORRELATION RISK. The risk that changes in the value of a hedging instrument
will not match those of the asset being hedged (hedging is the use of one
investment to offset the effects of another investment). Incomplete correlation
can result in unanticipated risks and volatility.
CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation.
CURRENCY RISK. The risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect an investment. Adverse
changes in exchange rates may erode or reverse any gains produced by foreign
currency denominated investments and may widen any losses.
INFORMATION RISK. The risk that key information about a security or market is
inaccurate or unavailable.
INTEREST RATE RISK. The risk of market losses attributable to changes in
interest rates. With fixed-rate securities, a rise in interest rates typically
causes a fall in values, while a fall in rates typically causes a rise in
values.
LEVERAGE RISK. Associated with securities or practices (such as borrowing) that
multiply small index or market movements into large changes in value.
o HEDGED. When a derivative (a security whose value is based on
another security or index) is used as a hedge against an opposite
position that the fund also holds, any loss generated by the
derivative should be substantially offset by gains on the hedged
investment, and vice versa. While hedging can reduce or eliminate
losses, it can also reduce or eliminate gains. There can be no
assurance that a Fund's hedging transactions will be effective.
o SPECULATIVE. To the extent that a derivative is not used as a
hedge, the fund is directly exposed to the risks of that
derivative. Gains or losses from speculative positions in a
derivative may be substantially greater than the derivative's
original cost.
LIQUIDITY RISK. The risk that certain securities may be difficult or impossible
to sell at the time and the price that the seller would like. The seller may
have to lower the price, sell other securities instead or forego an investment
opportunity, any of which could have a negative effect on fund management or
performance.
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<PAGE> 65
MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
to produce the intended result. This risk is common to all mutual funds.
MARKET RISK. The risk that the market value of a security may move up and down,
sometimes rapidly and unpredictably. These fluctuations may cause a security to
be worth less than the price originally paid for it, or less than it was worth
at an earlier time. Market risk may affect a single issuer, industry, sector of
the economy or the market as a whole. Common to all stocks and bonds and the
mutual funds that invest in them.
NATURAL EVENT RISK. The risk of losses attributable to natural disasters, crop
failures and similar events.
OPPORTUNITY RISK. The risk of foregoing an investment opportunity because the
assets necessary to take advantage of it are tied up in less advantageous
investments.
POLITICAL RISK. The risk of losses attributable to government or political
actions, from changes in tax or trade statutes to governmental collapse and war.
There are also risks particular to investing in foreign securities, including
higher transaction costs, delayed settlements, currency controls and adverse
economic developments.
PRE-PAYMENT RISK. Early repayment of principal and interest will effect the rate
of return on mortgage-backed securities and may result in greater price and
yield volatility and possible investment losses. When mortgage obligations are
pre-paid, a Fund may have to reinvest in securities with a lower yield. During
periods of declining interest rates, prepayment rates can be expected to
accelerate. Under certain interest rate and prepayment rate scenarios, a Fund
may fail to recoup any premium paid on mortgage-related securities
notwithstanding a direct or indirect governmental or agency guarantee.
TAX RISK. The risk that the issuer of tax-exempt securities will fail to comply
with certain requirements of the Internal Revenue Code, which could cause
interest income to be retroactively included in gross income.
VALUATION RISK. The risk that a fund has valued certain of its securities at a
higher price than it can sell them for.
PORTFOLIO TURNOVER
It is presently anticipated that the portfolio turnover rate of the
Investment Grade Bond Fund, the Global Asset Allocation Fund, and the Equity
Fund will not exceed 100%, 200%, and 200%, respectively. High portfolio turnover
rates will generally result in higher transaction costs to a Fund and may result
in higher levels of taxable realized gains to a Fund's shareholders.
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<PAGE> 66
INVESTMENT RESTRICTIONS
The Funds are subject to a number of investment restrictions that may be
changed only by a vote of a majority of the outstanding shares of the particular
Fund ("fundamental policies"). These fundamental policies (including those noted
by Footnote 1 in the chart above) are set forth in their entirety in the Funds'
Statement of Additional Information.
VALUATION OF SHARES
The net asset value of each Fund other than the Money Market Funds is
determined and its Shares are priced as of the close of regular trading of the
New York Stock Exchange (generally 4:00 p.m. Eastern time) on each Business Day
("Valuation Times"). The net asset value of each Money Market Fund is determined
and its shares are priced as of 1:00 p.m. (Eastern time) and as of the close of
regular trading of the New York Stock Exchange (generally 4:00 p.m., Eastern
time) on each Business Day ("Valuation Times"). For each Money Market Fund, a
"Business Day" constitutes (i) any day on which the Federal Reserve Bank is open
and the New York Stock Exchange (the "NYSE") is open for trading and (ii) any
other day (other than a day during which no Shares are tendered for redemption
and no orders to purchase Shares are received) during which there is sufficient
trading in a Fund's portfolio instruments that the Fund's net asset value per
share might be materially affected. For each Fund, other than the Money Market
Funds, a Business Day is (i) any day on which the NYSE is open for trading and
(ii) any other day (other than a day during which no Shares are tendered for
redemption and no orders to purchase Shares are received) during which there is
sufficient trading in a Fund's portfolio instruments that the Fund's net asset
value per share might be materially affected. Net asset value per Share for
purposes of pricing sales and redemptions is calculated by determining the value
of the class's proportional interest in the securities and other assets of a
Fund, less (i) such class's proportional share of general liabilities and (ii)
the liabilities allocable only to such class, and dividing such amount by the
number of relevant class Shares outstanding.
The securities in each Fund, other than the Money Market Funds, will be
valued at market value. If market quotations are not available, the securities
will be valued by a method which the Board of Trustees believes accurately
reflects fair value.
The Money Market Funds use the amortized cost method of valuing their
securities. This method values a security at its cost on the date of purchase
and thereafter assumes a constant amortization to maturity of any discount or
premium, regardless of the impact fluctuating interest rates have on the market
value of the security. If the Board of Trustees determines that the deviation
from a $1.00 price per share may result in material dilution or other unfair
results to Shareholders, it will take appropriate steps to eliminate or reduce
these consequences to the extent reasonably practicable. Such steps may include
selling portfolio securities prior to maturity in order to realize capital gains
or losses or to shorten the average
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<PAGE> 67
portfolio maturity of a Fund, adjusting or withholding dividends, or utilizing a
net asset value per share determined by using available market quotations. There
can be no assurance that a Money Market Fund will maintain a stable net asset
value of $1.00 per Share.
Most international securities held by the Global Asset Allocation Fund are
priced based on their market value as determined by reported sales prices or the
mean between their bid and asked prices. Portfolio securities which are
primarily traded on foreign securities exchanges are generally valued at the
preceding closing values of such securities on their respective exchanges,
except when an occurrence subsequent to the time a value was so established is
likely to have changed such value. Securities for which market quotations are
not readily available are valued at fair market value as determined in good
faith by or under the direction of the Board of Trustees. The amortized cost
method of valuation will also be used with respect to debt obligations with
sixty days or less remaining to maturity unless SBCL under the supervision of
the Board of Trustees determines such method does not represent fair value.
For further information about the valuation of investments, see the
Statement of Additional Information.
HOW TO PURCHASE AND REDEEM SHARES
DISTRIBUTOR
Shares are sold on a continuous basis by the Eureka Funds' Distributor,
BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43219. If you wish
to purchase Shares, contact the Eureka Funds at 888-890-8121.
PURCHASES OF CLASS A SHARES
Class A Shares may be purchased through procedures established by the
Distributor in connection with the requirements of qualified accounts maintained
by or on behalf of certain persons ("Customers") by Participating Organizations,
including brokers and dealers, under the Eureka Funds' Distribution and
Shareholder Services Plan. See "MANAGEMENT OF EUREKA FUNDS--Distribution Plan."
Shares of the Eureka Funds sold to Participating Organizations acting in a
fiduciary, advisory, custodial (other than individual retirement accounts), or
other similar capacity on behalf of Customers will normally be held of record by
the Participating Organizations. With respect to Shares so sold, it is the
responsibility of the Participating Organization to transmit purchase or
redemption orders to the Distributor and to deliver federal funds for purchase
on a timely basis.
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<PAGE> 68
Investors may directly purchase Class A Shares of a Fund by completing and
signing an Account Registration Form and mailing it, together with a check (or
other negotiable bank draft or money order) for at least the minimum initial
purchase amount, payable to Eureka Funds, P.O. Box 182792, Columbus, Ohio
43218-2792. Investors may obtain an Account Registration Form and additional
information regarding the Eureka Funds by contacting their local Sanwa Bank
California office or calling (888) 890-8121. Initial purchases of shares into a
new account may not be made by wire. Subsequent purchases of Class A Shares of a
Fund may be made at any time by mailing a check (or other negotiable bank draft
or money order) to the above address.
If an Account Registration Form has been previously received by the
Distributor, investors may also purchase Class A Shares by telephone. Telephone
orders may be placed by calling the Eureka Funds at (888) 890-8121. Payment for
Class A Shares ordered by telephone may be made by sending funds electronically
to the Eureka Funds' custodian. To make payments electronically, investors must
call the Eureka Funds at (888) 890-8121 to obtain instructions regarding the
bank account number into which the funds should be wired and other pertinent
information.
Class A Shares of the Investment Grade Bond Fund, the Global Asset
Allocation Fund and the Equity Fund are sold at the net asset value next
determined after receipt by the Distributor of an order in good form to purchase
Shares (see "VALUATION OF SHARES"). In the case of orders for the purchase of
Shares placed through a broker-dealer, the public offering price will be the net
asset value as so determined, but only if the broker-dealer receives the order
prior to the Valuation Time for that day and transmits to the Eureka Funds by
the Valuation Time. The broker-dealer is responsible for transmitting such
orders promptly. If the broker-dealer fails to do so, the investor's right to
that day's closing price must be settled between the investor and the
broker-dealer. If the broker-dealer receives the order after the Valuation Time
for that day, the price will be based on the net asset value determined as of
the Valuation Time for the next Business Day.
There is a minimum initial investment of $1,000 for the purchase of Class A
Shares of a Fund, and a $50 minimum initial investment for subsequent purchases.
The minimum initial investment amount is $50 if purchases are made in connection
with qualified retirement plans, systematic investment plans or payroll
deduction plans. There is no limit on the amount of Class A Shares that may be
purchased.
Shareholders will be mailed a confirmation of each new transaction in their
account. In the case of Class A Shares held of record by a Participating
Organization but beneficially owned by a Customer, confirmations of purchases,
exchanges and redemptions of Class A Shares by a Participating Organization will
be sent to the Customer by the Participating Organization. Certificates
representing Shares will not be issued.
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<PAGE> 69
EUREKA FUNDS INDIVIDUAL RETIREMENT ACCOUNT ("IRA")
The Eureka Funds make available IRAs, including IRAs set up under a
Simplified Employee Pension Plan ("SEP-IRAs") and IRA "Rollover Accounts." An
IRA enables individuals, even if they participate in an employer-sponsored
retirement plan, to establish their own retirement program by purchasing Class A
Shares for an IRA. Eureka Funds IRA contributions may be tax-deductible and
earnings are tax deferred. Under the Tax Reform Act of 1986, the tax
deductibility of IRA contributions is restricted or eliminated for individuals
who participate in certain employer pension plans and whose annual income
exceeds certain limits. Existing IRAs and future contributions up to the IRA
maximums, whether deductible or not, still earn income on a tax-deferred basis.
The Eureka Funds also make available the Roth Ira. Unlike a traditional
IRA, contributions to a Roth IRA are not tax deductible. However, distributions
are generally excluded from income provided they occur at least five years after
the creation of the Roth IRA and the distribution is (1) made on or after the
date on which the individual attains age 59 1/2; (2) made to a beneficiary (or
the individual's estate) on or after the individual's death; (3) attributable to
the individual being disabled; or (4) a "qualified first-time home buyer
distribution," subject to a $10,000 limit.
All Eureka Funds IRA distribution requests must be made in writing to BISYS
Fund Services, Inc. (the "Transfer Agent"). Any additional deposits to a Eureka
Funds IRA must distinguish the type and year of the contribution.
For more information on a Eureka Funds IRA call the Eureka Funds at (888)
890-8121. Shareholders are advised to consult a tax adviser on Eureka Funds IRA
contribution and withdrawal requirements and restrictions. Investors should read
the Disclosure Statement and Custodial Agreement for further details on
eligibility, service fees, and tax implications.
ADDITIONAL INFORMATION ABOUT PURCHASING SHARES
Purchases of Class A Shares of the Eureka Funds will be effected only on a
Business Day (as defined in "VALUATION OF SHARES"). An order for a Fund received
prior to a Valuation Time on any Business Day will be executed at the net asset
value determined as of the next Valuation Time on the date of receipt. An order
for a Money Market Fund received prior to a Valuation Time on any Business Day
will be executed at the net asset value determined as of the next Valuation Time
on the date of receipt. An order for a Money Market Fund received after the last
Valuation Time on any Business Day will be executed at the net asset value
determined as of the next Valuation Time on the next Business Day. An order for
any Fund other than a Money Market Fund received prior to the Valuation Time on
any Business Day will be executed at the net asset value determined as of the
Valuation Time on the date of receipt. An order for any Fund other than a Money
Market Fund received after the
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<PAGE> 70
Valuation Time on any Business Day will be executed at the net asset value
determined as of the Valuation Time on the Business Day.
An order to purchase Class A Shares of a Money Market Fund will be deemed
to have been received by the Distributor when federal funds are available to the
Eureka Funds' custodian for investment. Federal funds are monies credited to a
bank's account within a Federal Reserve Bank. Payment for an order to purchase
Shares of a Money Market Fund which is transmitted by federal funds wire will be
available the same day for investment by the Eureka Funds' custodian, if
received prior to the last Valuation Time (see "VALUATION OF SHARES"). It is
strongly recommended that investors of substantial amounts use federal funds to
purchase Shares of a Money Market Fund.
Shares of a Money Market Fund purchased before 1:00 p.m., Eastern time,
begin earning dividends on the same Business Day. All Shares of a Money Market
Fund continue to earn dividends through the day before their redemption.
Depending upon the terms of a particular Customer account, a Participating
Organization or Bank may charge a Customer's account fees for services provided
in connection with investment in the Eureka Funds. Information concerning this
Prospectus should be read in conjunction with any such information received from
the Participating Organizations or Banks.
The Eureka Funds reserve the right to reject any order for the purchase of
its Class A Shares in whole or in part, including purchases made with foreign
drafts or checks. The Eureka Funds will not accept third party checks for
investment.
Please call the Eureka Funds at (888) 890-8121 regarding proper
instructions and information to purchase or redeem Shares by check or wire.
Shareholders may also execute telephone transactions as explained below.
AUTO INVEST PLAN
Eureka Funds' Auto Invest Plan enables Shareholders to make regular
purchases of Class A Shares through automatic deduction from their bank
accounts. With Shareholder authorization, the Transfer Agent will deduct the
amount specified (subject to the applicable minimums) from the Shareholder's
bank account and will automatically invest that amount in Class A Shares at the
public offering price on the date of such deduction. The required minimum
initial investment when opening an account using the Auto Invest Plan is $50 per
Fund; the minimum amount for subsequent investments in a Fund is $50. To
participate in the Auto Invest Plan, Shareholders should complete the
appropriate section of the Account Registration Form or submit a subsequent
written request to the Transfer Agent. To change the frequency or amount of the
Auto Invest Plan or to discontinue the feature, a Shareholder may call Eureka
Funds at 888-890-8121. Changes to the bank information must be made in writing,
with a signature guarantee (as described below), to the Eureka Funds, P.O. Box
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182792, Columbus, Ohio 43218-2792. The Auto Invest Plan may be amended or
terminated without notice at any time by the Distributor.
EXCHANGE PRIVILEGE
Class A Shares of each Fund may be exchanged for Class A Shares of the
other Funds, provided that the Shareholder making the exchange is eligible on
the date of the exchange to purchase Class A Shares (with certain exceptions and
subject to the terms and conditions described in this prospectus). Class A
Shares of each Fund may be exchanged for Trust Shares in instances where the
Shareholder becomes eligible to purchase Trust Shares. Depending upon the terms
of a particular Customer account, a Participating Organization may charge a fee
with regard to such an exchange. Information about such charges will be supplied
by the Participating Organization.
An exchange is considered a sale of Shares and will result in a capital
gain or loss for federal income tax purposes, which, in general, is calculated
by netting the Shareholder's tax cost (or "basis") in the Shares surrendered and
the value of the Shares received in the exchange.
A Shareholder wishing to exchange Class A Shares purchased directly from
the Eureka Funds may do so by contacting the Eureka Funds at 888-890-8121 or by
providing instructions to the Transfer Agent. If not selected on the Account
Registration form, the Shareholder will automatically receive exchange
privileges. A Shareholder wishing to exchange Class A Shares purchased through a
Participating Organization or Bank may do so by contacting the Participating
Organization or Bank. If an exchange request in good order is received by the
Distributor or the Transfer Agent by 4:00 p.m. (Eastern time) on any Business
Day, the exchange usually will occur on that day. Any Shareholder who wishes to
make an exchange should obtain and review a prospectus describing the Fund and
class of Shares which he or she wishes to acquire before making the exchange.
The exchange privilege may be exercised only in those states where the class of
Shares of such other Fund may legally be sold. The Eureka Funds reserve the
right to change the terms and conditions of the exchange privilege discussed
herein upon sixty days' written notice.
The Funds are not intended to serve as vehicles for frequent trading in
response to short-term fluctuations in the market. Due to the disruptive effect
that excessive trading can have on efficient portfolio management, the Funds
have established a policy of limiting exchange activity to four substantive
exchange redemptions from a Fund during any calendar year. Other than exchanges
pursuant to the Eureka Funds' Auto Exchange Plan, there is a $500 minimum for
exchanges.
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AUTO EXCHANGE
Eureka Funds Auto Exchange enables Shareholders to make regular, automatic
withdrawals from Class A Shares of a Money Market Fund and use those proceeds to
benefit from dollar-cost-averaging by automatically making purchases of shares
of another Eureka Fund. With shareholder authorization, the Transfer Agent will
withdraw the amount specified (subject to the applicable minimums) from the
Shareholder's Money Market Fund account and will automatically invest that
amount in Class A Shares of the Fund designated by the Shareholder. In order to
participate in the Auto Exchange, Shareholders must have a minimum beginning
balance of $10,000 in their Money Market Fund account and are still subject to
minimum account balance requirements as described below.
To participate in the Auto Exchange, Shareholders should complete the
appropriate section of the Account Registration Form, which can be acquired by
calling the Distributor. To change the Auto Exchange instructions or to
discontinue the feature, a Shareholder must send a written request to the Eureka
Funds, P.O. Box 182792, Columbus, Ohio 43218-2792. The Auto Exchange may be
amended or terminated without notice at any time by the Distributor.
REDEMPTION OF SHARES
Shareholders may redeem their Class A Shares without charge on any day that
net asset value is calculated (see "VALUATION OF SHARES") and Shares may
ordinarily be redeemed by mail or by telephone. However, all or part of a
Customer's Shares may be required to be redeemed in accordance with instructions
and limitations pertaining to his or her account held by a Participating
Organization or Bank. For example, if a Customer has agreed to maintain a
minimum balance in his or her account, and the balance in that account falls
below that minimum, the Customer may be obliged to redeem, or the Participating
Organization or Bank may redeem for and on behalf of the Customer, all or part
of the Customer's Shares to the extent necessary to maintain the required
minimum balance.
Each Fund reserves the right to redeem a shareholder's Class A Shares if
the shareholder does not maintain a balance of $1,000 in the Class A Shares of
that Fund.
REDEMPTION BY MAIL
A written request for redemption must be received by the Eureka Funds in
order to constitute a valid tender for redemption. The signature on the written
request must be guaranteed by a bank, broker, dealer, credit union, securities
exchange, securities association, clearing agency or savings association, as
those terms are defined in Rule 17Ad-15 under the Securities Exchange Act of
1934 if (a) a redemption check is to be payable to anyone other than the
Shareholder(s) of record; or (b) a redemption check is to be mailed to the
Shareholder(s) at an address other than the address of record or other than to a
commercial bank designated on the Account Registration Form of such
Shareholder(s). The Distributor reserves the right to reject any signature
guarantee if (1) it has reason to believe that the
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signature is not genuine, (2) it has reason to believe that the transaction
would otherwise be improper, or (3) the guarantor institution is a broker or
dealer that is neither a member of a clearing corporation nor maintains net
capital of at least $100,000. A notary public will not be accepted as a
signature guarantee. Proceeds may be mailed to the address of record or sent
electronically or mailed to a previously designated bank account without a
signature guarantee. See "Redemption by Telephone" for further discussion
regarding sending proceeds to your bank account.
REDEMPTION BY TELEPHONE
Shares may be redeemed by telephone if the Shareholder selected that option
on the Account Registration Form or in a subsequent written request to the
Transfer Agent. A Shareholder may have the proceeds mailed to the address of
record or sent electronically or mailed directly to a domestic commercial bank
account previously designated by the Shareholder on the Account Registration
Form. Under most circumstances, such payments will be transmitted on the next
Business Day following receipt of a valid request for redemption. Such
electronic redemption requests may be made by the Shareholder by telephone to
the Transfer Agent. The Transfer Agent may reduce the amount of a wire
redemption payment by its then-current wire redemption charge. Presently there
is no charge. There is no charge for having payment of redemption requests
mailed or sent via the Automated Clearing House to a designated bank account.
For telephone redemptions, contact SBCL or your Participating Organization.
TELEPHONE PROCEDURES
A change of address may be requested over the telephone or by fax. These
requests will be processed and subject to independent verification at the point
of entry. Telephone and faxed address changes may not be made in conjunction
with a redemption request or a change in Auto Invest/Auto Withdrawal
instructions. A shareholder that changes their address by phone will have their
account subject to a ten business day escrow hold.
The Distributor, the Transfer Agent, SBCL and the Eureka Funds will not be
liable for any losses, damages, expenses or costs arising out of any telephone
transaction (including purchases, exchanges, and redemptions) effected in
accordance with the Eureka Funds' telephone transaction procedures, upon
instructions reasonably believed to be genuine. The Eureka Funds will employ
procedures designed to provide reasonable assurance that instructions
communicated by telephone are genuine; if these procedures are followed, the
Eureka Funds will not be liable for any losses due to unauthorized or fraudulent
instructions. These procedures include recording phone conversations, sending
confirmations to Shareholders within 72 hours of the telephone transaction,
verifying the account name and a shareholder's account number or tax
identification number and sending redemption proceeds only to the address of
record or to a previously authorized bank account. If, due to temporary
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adverse conditions, investors are unable to effect telephone transactions,
Shareholders may mail redemption requests to the Eureka Funds.
CHECK WRITING SERVICE
Shareholders of Class A Shares of a Money Market Fund may write checks in
the amount of $500 or more, against their Fund account. A Shareholder will
receive a supply of checks after a signed signature card is received. A check
may be made payable to any person, and the Shareholder's account will continue
to earn dividends until the check clears. Because of the difficulty of
determining in advance the exact value of a Fund account, a Shareholder may not
use a check to close his or her account. The Shareholder's account will be
charged a fee for stopping payment of a check upon the Shareholder's request or
if the check cannot be honored because of insufficient funds or other valid
reasons.
AUTO WITHDRAWAL PLAN
Eureka Funds Auto Withdrawal Plan enables Shareholders to make regular
redemptions of Class A Shares of a Fund. With Shareholder authorization, the
Transfer Agent will automatically redeem Class A Shares at the net asset value
of the applicable Fund on the dates of withdrawal and have the amount specified
transferred according to the instructions of the Shareholder. To participate in
the Auto Withdrawal Plan Shareholders must have at least $10,000 in the Fund
selected and must maintain a minimum account balance of $1,000 in the Fund. The
minimum required withdrawal is $100 monthly. The purchase of additional Class A
Shares concurrent with withdrawals may be disadvantageous to certain
Shareholders because of tax liabilities.
To participate in the Auto Withdrawal Plan, Shareholders should complete
the appropriate section of the Account Registration Form or submit a written
request (with a signature guarantee) to the Transfer Agent. For a Shareholder to
change the Auto Withdrawal instructions or to discontinue the feature, the
request must be made in writing to the Eureka Funds, P.O. Box 182792, Columbus,
Ohio 43218-2792. The Auto Withdrawal Plan may be amended or terminated without
notice at any time by the Distributor.
PAYMENTS TO SHAREHOLDERS
Redemption orders are effected at the net asset value per Share next
determined after the Shares are properly tendered for redemption, as described
above. Payment to Shareholders for Shares redeemed will be made within seven
days after receipt by the Distributor of the request for redemption. However, to
the greatest extent possible, the Eureka Funds will attempt to honor requests
from Shareholders for next Business Day payments if the request for redemption
is received by the Transfer Agent before the Valuation Time on a Business Day
or, if the request for redemption is received after the Valuation Time, to honor
requests for payment within two Business Days, unless it would be
disadvantageous to the Eureka Funds or
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the Shareholders of the particular Fund to sell or liquidate portfolio
securities in an amount sufficient to satisfy requests for payments in that
manner. The Money Market Funds will attempt to honor requests from Shareholders
for same day payment upon redemption of Shares if the request for redemption is
received by the Transfer Agent before 1:00 p.m. Eastern time, on a Business Day
or, if the request for redemption is received after 1:00 p.m. Eastern time, to
honor requests for payment on the next Business Day, unless it would be
disadvantageous to the Fund or its Shareholders to sell or liquidate portfolio
securities in an amount sufficient to satisfy requests for payments in that
manner.
In some instances, a Fund may be requested to redeem Shares for which it
has not yet received good payment. Under such circumstances, the Eureka Funds
may delay forwarding the proceeds until payment has been collected for the
purchase of such Shares, which may take up to 15 days or more. To avoid delay in
payment upon redemption, investors should purchase Shares by certified check or
by wire transfer. The Eureka Funds intend to pay cash for all Shares redeemed,
but under abnormal conditions which may make payment in cash unwise, the Eureka
Funds may make payment wholly or partly in portfolio securities at their then
current market value equal to the redemption price. In such cases, an investor
may incur brokerage costs in converting such securities to cash.
Due to the relatively high cost of handling small investments, the Eureka
Funds reserve the right to redeem, at net asset value, the Shares in an account
with a value of less than $1,000. Accordingly, an investor purchasing Shares of
a Fund in only the minimum investment amount may be subject to such involuntary
redemption if he thereafter redeems some of his Shares. Before the Eureka Funds
exercises its right to redeem such Shares, the Shareholder will be given notice
that the value of his Shares of a Fund is less than the minimum amount and will
be allowed 60 days to make an additional investment to increase the value of the
account to at least $1,000.
See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION" in the Statement of
Additional Information for examples of when the Eureka Funds may suspend the
right of redemption or redeem Shares involuntarily if it appears appropriate to
do so in light of the Eureka Funds' responsibilities under the 1940 Act.
DIVIDENDS AND TAXES
Each Fund will be treated as a separate entity for federal income tax
purposes. Each Fund intends to qualify for treatment as a "regulated investment
company" under the Internal Revenue Code of 1986 (the "Code"). If qualified, a
Fund will not have to pay federal taxes on amounts it distributes to
Shareholders. Regulated investment companies are subject to a federal excise tax
if they do not distribute substantially all of their income on a timely basis.
Each Fund intends to avoid paying federal income and excise taxes by timely
distributing substantially all its net income and net realized capital gains.
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Dividends received by a Shareholder of a Fund that are derived from such
Fund's investments in U.S. government securities may not be entitled to the
exemption from state and local income taxes that would be available if the
Shareholder had purchased U.S. government securities directly. Shareholders are
advised to consult their tax adviser concerning the application of state and
local taxes to distributions received from a Fund.
Shareholders will be advised at least annually as to the amount and federal
income tax character of distributions made during the year.
The net investment income of each Money Market Fund is declared daily as a
dividend to Shareholders at the close of business on the day of declaration.
Dividends will generally be paid monthly. The Money Market Funds do not expect
to realize any long-term capital gains and, therefore, do not foresee paying any
"capital gains dividends" as described in the Code. However, any such capital
gains will be distributed no more than twice a year after deduction for any
available capital loss carryforward.
The amount of dividends payable with respect to the Trust Shares will
exceed dividends on Class A Shares due to the Distribution and Shareholder
Services Plan fee applicable to Class A Shares.
A dividend on the Shares of the Investment Grade Bond Fund is declared
daily and paid monthly. A dividend on the Shares of the Global Asset Allocation
Fund is declared and paid annually. A dividend on the Shares of the Equity Fund
is declared and paid monthly. Net realized capital gains, if any, are
distributed at least annually to Shareholders of record after deduction for any
available capital loss carry forward.
A Shareholder will automatically receive all income dividends and capital
gain distributions in additional full and fractional Shares at net asset value
as of the date of payment unless the Shareholder elects to receive such
dividends or distributions in cash. Such election, or any revocation thereof,
must be made in writing to the Eureka Funds, P.O. Box 182792, Columbus, Ohio
43218-2792, and will become effective with respect to dividends and
distributions having record dates after its receipt by the Transfer Agent.
Reinvested dividends receive the same tax treatment as dividends paid in cash.
Dividends are paid in cash not later than seven Business Days after a
Shareholder's complete redemption of his or her Shares. If you elect to receive
distributions in cash, and checks (1) are returned and marked as "undeliverable"
or (2) remain uncashed for six months, your cash election will be changed
automatically and your future dividend and capital gains distributions will be
reinvested in the Fund at the per share net asset value determined as of the
date of payment of the distribution. In addition, any undeliverable checks or
checks that remain uncashed for six months will be canceled and will be held in
a non-interest bearing account pending further instructions from the
Shareholder.
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Dividends are generally taxable in the taxable year received. However,
dividends declared in October, November or December to Shareholders of record
during such a month and paid during the following January are treated for tax
purposes as if they were received by each Shareholder on December 31 of the year
in which the dividends were declared.
Dividends will generally be taxable to a Shareholder as ordinary income to
the extent of the Shareholder's ratable share of the earnings and profits of a
Fund as determined for tax purposes. Certain dividends paid by the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund, and
so-designated by the Funds may qualify for the dividends received deduction for
corporate shareholders. Because all of the net investment income of the
remaining Funds is expected to be interest income, it is anticipated that no
distributions from such Funds will qualify for the dividends received deduction.
Distributions of net realized capital gains are taxable to Shareholders as
long-term capital gains regardless of how long the Shareholder has held Shares
in the Fund. Shareholders who are not subject to tax on their income generally
will not have to pay federal income tax on amounts distributed to them.
Dividends that are derived from interest on a Fund's investments in U.S.
government securities may be eligible for exemption from the state and local
taxes of certain jurisdictions, although state and local tax authorities may not
agree with this view. However, distributions of income derived from repurchase
agreements and securities lending transactions generally will not qualify for
exemption from state and local income taxes.
The foregoing is a summary of certain federal, state and local income tax
consequences of investing in a Fund. Shareholders should consult their own tax
advisers concerning the tax consequences of an investment in a Fund.
TAX CONSIDERATIONS RELATING TO THE
GLOBAL ASSET ALLOCATION FUND
Dividends and certain interest income earned by the Global Asset Allocation
Fund from foreign securities may be subject to foreign withholding taxes or
other taxes. So long as more than 50% of the value of the Fund's total assets at
the close of any taxable year consists of stock or securities of foreign
corporations, the Fund may elect, for federal income tax purposes, to treat
certain foreign taxes paid by it, including generally any withholding taxes and
other foreign income taxes, as paid by its shareholders. It is possible that the
Global Asset Allocation Fund will make this election in certain years. The
remaining Funds do not expect to be eligible to make this election. If a Fund
makes the election, the amount of such foreign taxes paid by a Fund will be
included in its shareholders' income pro rata (in addition to taxable
distributions actually received by them), and each shareholder will be entitled
either (a) to credit a proportionate amount of such taxes against a
shareholder's federal income tax liabilities, or (b) if a shareholder itemizes
deductions, to deduct such proportionate amounts from federal taxable income.
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Fund transactions in foreign currencies and hedging activities may give
rise to ordinary income or loss to the extent such income or loss results from
fluctuations in value of the foreign currency concerned. In addition, such
activities will likely produce a difference between book income and taxable
income. This difference may cause a portion of a Fund's income distributions to
constitute a return of capital for tax purposes or require the Fund to make
distributions exceeding book income to qualify as a regulated investment company
for tax purposes.
MANAGEMENT OF THE EUREKA FUNDS
TRUSTEES
The Board of Trustees of the Eureka Funds has overall responsibility for
the Funds. The Board of Trustees is elected by the Shareholders. There are
currently five Trustees, two of whom are "interested persons" of the Eureka
Funds within the meaning of that term under the 1940 Act. The Trustees, in turn,
elect the officers of the Eureka Funds to supervise actively its day-to-day
operations.
INVESTMENT ADVISER
SBCL serves as Investment Adviser of each Fund. SBCL is a wholly-owned
subsidiary of The Sanwa Bank, Limited, of Japan. Its principal offices are
located at 601 South Figueroa Street, Los Angeles, California 90017.
Established in 1972, SBCL provides a full range of personal and business
banking services through a network of more than 100 branches and offices
statewide. As of September 30, 1997, SBCL had approximately $1.45 billion of
assets under management.
Subject to the general supervision of the Board of Trustees and in
accordance with the investment objectives and restrictions of a Fund, SBCL
manages the Funds, makes decisions with respect to, and places orders for, all
purchases and sales of its investment securities, and maintains its records
relating to such purchases and sales.
Under an investment advisory agreement between the Eureka Funds and SBCL,
the fee payable to SBCL by each Fund for investment advisory services is the
lesser of: (a) a fee computed daily and paid monthly at the annual rate of
thirty one-hundredths of one percent (0.30%) of the Prime Money Market Fund's
average daily net assets; twenty one-hundredths of one percent (0.20%) of the
U.S. Treasury Obligations Fund's average daily net assets; sixty one-hundredths
of one percent (0.60%) of the Investment Grade Bond Fund's average daily net
assets; ninety one-hundredths of one percent (0.90%) of the Global Asset
Allocation Fund's average daily net assets; and seventy five one-hundredths of
one percent (0.75%) of the Equity Fund's average daily net assets, or (b) such
fee as may from time to time be agreed upon by the Eureka Funds and SBCL. The
fee agreed to from time to time by the Eureka Funds and
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SBCL may be significantly lower than the fee calculated at the annual rate and
the effect of such agreed upon lower fee would be to lower a Fund's expenses and
increase the net income of the Fund during the period when such agreed upon
lower fee is in effect.
Hal Nachtrieb and David Lampert, both Vice Presidents of SBCL, co-manage
the Investment Grade Bond Fund. They have been with SBCL since 1995 and 1984,
respectively, where they are responsible for the investment management of
approximately $500 million in personal and institutional fixed income assets,
including approximately $100 million in commingled bond funds.
Prior to joining SBCL, Mr. Nachtrieb developed and managed equity and fixed
income funds for Franklin Resources. He also served as vice president for
Continental Bank, and before that, managed the fixed income trading desk at
Imperial Corporation of America. Mr. Nachtrieb began his career as an investment
manager as a mortgage-backed options trader for Drexel Burnham Lambert. Mr.
Nachtrieb earned a master of business administration in finance from the
University of Southern California and a bachelor of science in economics from
Lewis & Clark College in Portland, Oregon.
Most recently, Mr. Lampert was the Deputy Treasurer of SBCL responsible for
all fixed income activities of the Treasury Department. Over the years, his
responsibilities included trading bonds and bond futures, developing and
implementing derivatives strategies for the bank and customers, and managing a
$1 billion money market portfolio and the $600 million bond portfolio. Mr.
Lampert graduated from the University of California at Los Angeles with a
bachelor of arts in Business/Economics.
Richard Weiss, Chief Investment Officer and Senior Vice President of SBCL,
and Brian Garbe, Director of Investment Research & Strategy and Vice-President
of SBCL, co-manage the Equity Fund and Global Asset Allocation Fund. They have
been with the SBCL since 1994, where they are responsible for the investment
management of approximately $1.6 billion in personal and institutional assets,
including approximately $250 million in commingled equity and international
funds.
Mr. Weiss has over 15 years of experience in the investment management
industry. Prior to joining SBCL, Messrs. Weiss and Garbe both were employed by
Vantage Global Advisors where they acted as manager and trader, respectively,
for global asset allocation portfolios. Before that, they were managing director
and investment officer, respectively, at TSA Capital Management, again
responsible for the management and back-office of global investments. Earlier in
his career, Mr. Weiss was a quantitative investment strategist for Paine Webber
in New York, and director of quantitative analysis and systems for Mellon Bank
in Pittsburgh, Pennsylvania.
Mr. Weiss graduated magna cum laude with a master of business
administration in finance and econometrics from the University of Chicago. He
also graduated magna cum
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laude with a bachelor of science in finance and statistics from The Wharton
School, University of Pennsylvania.
Mr. Garbe earned a master of business administration and a bachelor of
science in applied mathematics from the University of California at Los Angeles.
ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services, is the
administrator for each Fund and also acts as the Eureka Funds' principal
underwriter and distributor (the "Administrator" or the "Distributor") under
agreements approved by the Eureka Funds' Board of Trustees. BISYS Fund Services
is wholly owned by The BISYS Group, Inc., 150 Clove Road, Little Falls, New
Jersey 07424, a publicly owned company engaged in information processing, loan
servicing and 401(k) administration and recordkeeping services to and through
banking and other financial organizations.
The Administrator generally assists in all aspects of a Fund's
administration and operation. Under an administration agreement between the
Eureka Funds and the Administrator, the fee payable by the Funds to the
Administrator for management administration services is the lesser of (a) a fee
computed at the annual rate, subject to a per Fund annual minimum of $75,000, of
twenty one-hundredths of one percent (0.20%) of the Fund's average daily net
assets up to $500 million; eighteen and one-half one-hundredths of one percent
(.0185%) of the Funds' average daily net assets in excess of $500 million up to
$1 billion; seventeen and one-half one-hundredths of one percent (0.175%) of the
Funds' average daily net assets in excess of $1 billion or (b) such fee as may
from time to time be agreed upon by the Eureka Funds and the Administrator. A
fee agreed to from time to time by the Eureka Funds and the Administrator may be
significantly lower than the fee calculated at the annual rate and the effect of
such agreed upon lower fee would be to lower a Fund's expenses and increase the
net income of the Fund during the period when such agreed upon lower fee is in
effect.
SERVICE PLAN
Under the "Service Plan," a Fund will pay a monthly service fee to BISYS
Fund Services ("BISYS") as compensation for services in connection with the
Service Plan at an annual rate equal to twenty-five one-hundredths of one
percent (.25%) of the average daily net assets of Class A Shares of each Fund.
BISYS may periodically waive all or a portion of the fee with respect to a Fund.
BISYS may use the service fee to pay banks, other financial institutions and
intermediaries, broker-dealers, SBCL and SBCL's affiliates and subsidiaries
compensation for services or reimbursement of expenses incurred in connection
with the provision of administrative services or to provide administrative
services to the holders of Class A Shares. All payments by BISYS for services
under the Service Plan will be made pursuant to an agreement (a "Service
Agreement") between BISYS and such bank, financial
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institution or intermediary, broker-dealer, or affiliate or subsidiary
("Participating Organization"). A Service Agreement will relate to the provision
of administrative services to the Participating Organization's customers owning
a Fund's Class A Shares. Under the Service Plan, a Participating Organization
may include SBCL or a subsidiary bank or nonbank affiliates, or the subsidiaries
or affiliates of those banks. A Service Agreement entered into with a bank (or
any of its subsidiaries or affiliates) will contain a representation that the
bank (or subsidiary or affiliate) believes that it possesses the legal authority
to perform the services contemplated by the Service Agreement without violation
of applicable banking laws (including the Glass-Steagall Act) and regulations.
EXPENSES
SBCL and the Administrator each bear all expenses in connection with the
performance of their services as investment adviser and administrator,
respectively, other than the cost of securities (including brokerage
commissions, if any) purchased for a Fund. Each Fund bears the following
expenses relating to its operations: taxes, interest, any brokerage fees and
commissions, fees and travel expenses of the Trustees, Commission fees, state
securities qualification and renewal fees, costs of preparing and printing
prospectuses for regulatory purposes and for distribution to current
Shareholders, outside auditing and legal expenses, amortized organizational
expenses, advisory and administration fees, fees and out-of-pocket expenses of
the custodian and the Transfer Agent, fees and out-of-pocket expenses for fund
accounting services, expenses incurred for pricing securities owned by a Fund,
certain insurance premiums, costs of maintenance of a Fund's existence, costs
and expenses of Shareholders' and Trustees' reports and meetings, and any
extraordinary expenses incurred in its operation. As a general matter, expenses
are allocated to the Class A Shares and Trust Shares of a Fund on the basis of
the relative net asset value of each class. At present, the only expenses that
will be borne solely by Class A Shares, other than in accordance with the
relative net asset value of the class, are expenses under the Eureka Funds'
Distribution and Shareholder Services Plan ("Distribution Plan") which relate
only to the Class A Shares.
The organizational expenses of each Fund have been capitalized and are
being amortized in the first five years of each Fund's operations. Such
amortization will reduce the amount of income available for payment as
dividends.
DISTRIBUTION PLAN
The Eureka Funds' Class A Shares are sold on a continuous basis by the
Distributor. Under the "Distribution Plan," a Fund will pay a monthly
distribution fee to the Distributor as compensation for its services in
connection with the Distribution Plan at an annual rate equal to twenty-five
one-hundredths of one percent (0.25%) of the average daily net assets of Class A
Shares of each Fund. The Distributor may periodically waive all or a portion of
the fee with respect to a Fund in order to increase the net investment income of
the Fund available for distribution as dividends. The Distributor may use the
distribution fee to provide distribution
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assistance with respect to a Fund's Class A Shares or to provide shareholder
services to the holders of such Shares. The Distributor may also use the
distribution fee (i) to pay financial institutions and intermediaries (such as
insurance companies and investment counselors but not including banks),
broker-dealers, and the Distributor's affiliates and subsidiaries compensation
for services or reimbursement of expenses incurred in connection with
distribution assistance or (ii) to pay banks, other financial institutions and
intermediaries, broker-dealers, and the Distributor's affiliates and
subsidiaries compensation for services or reimbursement of expenses incurred in
connection with the provision of shareholder services. All payments by the
Distributor for distribution assistance or shareholder services under the
Distribution Plan will be made pursuant to an agreement (a "Servicing
Agreement") between the Distributor and such bank, other financial institution
or intermediary, broker-dealer, or affiliate or subsidiary of the Distributor
("Participating Organizations"). A Servicing Agreement will relate to the
provision of distribution assistance in connection with the distribution of a
Fund's Class A Shares to the Participating Organization's customers on whose
behalf the investment in such Shares is made and/or to the provision of
shareholder services to the Participating Organization's customers owning a
Fund's Class A Shares. Under the Distribution Plan, a Participating Organization
may include SBCL or a subsidiary bank or nonbank affiliates, or the subsidiaries
or affiliates of those banks. A Servicing Agreement entered into with a bank (or
any of its subsidiaries or affiliates) will contain a representation that the
bank (or subsidiary or affiliate) believes that it possesses the legal authority
to perform the services contemplated by the Servicing Agreement without
violation of applicable banking laws (including the Glass-Steagall Act) and
regulations.
The distribution fee will be payable without regard to whether the amount
of the fee is more or less than the actual expenses incurred in a particular
year by the Distributor in connection with distribution assistance or
shareholder services rendered pursuant to the Servicing Agreements entered into
under the Distribution Plan. If the amount of the distribution fee is greater
than the Distributor's actual expenses incurred in a particular year (and the
Distributor does not waive that portion of the distribution fee), the
Distributor will realize a profit in that year from the distribution fee. If the
amount of the distribution fee is less than the Distributor's actual expenses
incurred in a particular year, the Distributor will realize a loss in that year
under the Distribution Plan and will not recover from a Fund the excess of
expenses for the year over the distribution fee, unless actual expenses incurred
in a later year in which the Distribution Plan remains in effect were less than
the distribution fee paid in that later year.
The Distribution Plan also contains a so-called "defensive" provision
applicable to all classes of Shares. Under this defensive provision to the
extent that any payment made to the Administrator, including payment of
administration fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Shares issued by the Eureka Funds
within the context of Rule 12b-1 under the 1940 Act, such payment shall be
deemed to be authorized by the Distribution Plan.
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<PAGE> 83
The Distributor, at its expense, may provide promotional incentives to
dealers in connection with sales of shares of the Eureka Funds. In some
instances, compensation or promotional incentives may be offered to certain
dealers whose representatives have sold or are expected to sell a significant
amount of such shares. Compensation and incentives may include, but are not
limited to, cash, merchandise, trips and financial assistance to dealers in
connection with conferences, sales or training programs for invited sales
personnel, payment for travel expenses (including meals and lodging) incurred by
sales personnel and members of their families or other invited guests to various
locations for such seminars or training programs, seminars for the public,
advertising and sales campaigns regarding one or more of the Eureka Funds, and
other events sponsored by dealers.
BANKING LAWS
SBCL believes that it possesses the legal authority to perform the
investment advisory services for the Eureka Funds contemplated by its investment
advisory agreement with the Eureka Funds and described in this Prospectus
without violation of applicable banking laws and regulations, and has so
represented to the Eureka Funds. Future changes in federal or state statutes and
regulations relating to permissible activities of banks or bank holding
companies and their subsidiaries and affiliates as well as further judicial or
administrative decisions or interpretations of present and future statutes and
regulations could change the manner in which SBCL could continue to perform such
services for the Eureka Funds. See "MANAGEMENT OF EUREKA FUNDS--Glass Steagall
Act" in the Statement of Additional Information for further discussion of
applicable banking laws and regulations.
GENERAL INFORMATION
DESCRIPTION OF THE EUREKA FUNDS AND ITS SHARES
The Eureka Funds were organized as a Massachusetts business trust on
April 7, 1997. There are an unlimited number of authorized Shares of beneficial
interest of the Eureka Funds which may, without Shareholder approval, be divided
into an unlimited number of series of such Shares, and which are presently
divided into five series of Shares, one for each of the following Funds: the
Prime Money Market Fund, the U.S. Treasury Obligations Fund, the Investment
Grade Bond Fund, the Global Asset Allocation Fund, and the Equity Fund. Each
Fund offers to the public two classes of shares: Class A and Trust Shares. Each
Share represents an equal proportionate interest in a Fund with other Shares of
the same series and class, and is entitled to such dividends and distributions
out of the income earned on the assets belonging to that Fund as are declared at
the discretion of the Trustees (see "Miscellaneous" below).
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<PAGE> 84
Shareholders are entitled to one vote per Share (with proportional voting
for fractional Shares) on such matters as Shareholders are entitled to vote.
Shareholders vote in the aggregate and not by series or class on all matters
except (i) when required by the 1940 Act, Shares shall be voted by individual
series, (ii) when the Trustees have determined that the matter affects only the
interests of a particular series or class, and (iii) only the holders of Class A
Shares will be entitled to vote on matters submitted to Shareholder vote with
regard to the Distribution Plan applicable to such class.
As used in this Prospectus and in the Statement of Additional Information,
a "vote of a majority of the outstanding Shares" of the Eureka Funds or a
particular Fund means the affirmative vote, at a meeting of Shareholders duly
called, of the lesser of (a) 67% or more of the votes of Shareholders of the
Eureka Funds or that particular Fund present at such meeting at which the
holders of more than 50% of the votes attributable to the Shareholders of record
of the Eureka Funds or such Fund are represented in person or by proxy, or (b)
the holders of more than 50% of the outstanding votes of Shareholders of the
Eureka Funds or such Fund.
Overall responsibility for the management of the Eureka Funds is vested in
the Board of Trustees. See "MANAGEMENT OF EUREKA FUNDS--Trustees of the Eureka
Funds." Individual Trustees are elected by the Shareholders and may be removed
by the Board of Trustees or Shareholders at a meeting held for such purpose in
accordance with the provisions of the Declaration of Trust and the By-laws of
the Eureka Funds and Massachusetts law. See "ADDITIONAL
INFORMATION--Miscellaneous" in the Statement of Additional Information for
further information.
Although the Eureka Funds is not required to hold annual meetings of
Shareholders, Shareholders holding at least 10% of the Eureka Funds' outstanding
Shares have the right to call a meeting to elect or remove one or more of the
Trustees of the Eureka Funds. Shareholder inquiries should be directed to the
Secretary of the Eureka Funds at 3435 Stelzer Road, Columbus, Ohio 43219.
CUSTODIAN, TRANSFER AGENT AND FUND ACCOUNTANT
The Bank of New York serves as Custodian for the Eureka Funds.
BISYS Fund Services, Inc. serves as transfer agent for and provides fund
accounting services to the Eureka Funds.
OTHER CLASSES OF SHARES
In addition to Class A Shares, the Eureka Funds also offer Trust Shares of
each Fund. Trust Shares are offered to Sanwa Bank California and its affiliates
and other financial service providers approved by the Distributor for the
investment of funds for which they act in a fiduciary, advisory, agency,
custodial (other than for individual retirement accounts), or
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<PAGE> 85
similar capacity. Trust Shares are sold at net asset value and are not subject
to a Distribution Plan fee or a Service Plan fee. A salesperson or other person
entitled to receive compensation for selling or servicing the shares may receive
different compensation with respect to one particular class of shares over
another in the Fund. For further details regarding eligibility requirements for
the purchase of Trust Shares, contact your Sanwa Bank California representative.
PERFORMANCE INFORMATION
General. From time to time, a Money Market Fund's annualized "yield" and
"effective yield" and total return for Class A Shares may be presented in
advertisements, sales literature and shareholder reports. The "yield" of a Money
Market Fund is based upon the income earned by the Fund over a seven-day period
and then annualized, i.e. the income earned in the period is assumed to be
earned every seven days over a 52-week period and is stated as a percentage of
the investment. The "effective yield" of a Money Market Fund is calculated
similarly but when annualized, the income earned by the investment is assumed to
be reinvested in Shares of the Eureka Funds and thus compounded in the course of
a 52-week period. The effective yield will be higher than the yield because of
the compounding effect of the assumed reinvestment.
Total return is calculated for the past year and the period since the
establishment of each Money Market Fund. Average annual total return is measured
by comparing the value of an investment in a Fund at the beginning of the
relevant period to the redemption value of the investment at the end of the
period (assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized.
From time to time performance information of the Investment Grade Bond
Fund, the Global Asset Allocation Fund and the Equity Fund showing its average
annual total return, aggregate total return, and/or yield may be presented in
advertisements, sales literature and shareholder reports. Such performance
figures are based on historical earnings and are not intended to indicate future
performance. Average annual total return will be calculated for the period since
the establishment of a Fund. Average annual total return is measured by
comparing the value of an investment in a Fund at the beginning of the relevant
period to the redemption value of an investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions) and annualizing the result. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized. Yield will be
computed by dividing the net investment income per Share for the Investment
Grade Bond Fund, the Global Asset Allocation Fund and the Equity Fund earned
during a recent 30-day period by that Fund's per
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<PAGE> 86
Share maximum offering price (reduced by any undeclared earned income expected
to be paid shortly as a dividend) on the last day of the period and annualizing
the results.
The Investment Grade Bond Fund, the Global Asset Allocation Fund and the
Equity Fund may also calculate a distribution rate. Distribution rates will be
computed by dividing the distribution per Share of a class made by a Fund over a
twelve-month period by the maximum offering price per Share. The distribution
rate includes both income and capital gain dividends and does not reflect
unrealized gains or losses. The calculation of income in the distribution rate
includes both income and capital gain dividends and does not reflect unrealized
gains or losses, although a Fund may also present a distribution rate excluding
the effect of capital gains. The distribution rate differs from the yield,
because it includes capital items which are often non-recurring in nature, and
may include returns of principal, whereas yield does not include such items. The
Funds do not intend to publish distribution rates in Fund advertisements but may
publish such rates in supplemental sales literature.
Yield, effective yield, total return and distribution rate will be
calculated separately for each Class of Shares. Because Trust Shares are not
subject to Distribution Plan fees or Service Plan fees, the yield and total
return for Trust Shares will be higher than that of the Class A Shares for the
same period.
Investors may also judge the performance of a Fund by comparing its
performance to the performance of other mutual funds with comparable investment
objectives and policies through various mutual fund or market indices and data
such as that provided by Lipper Analytical Services, Inc., IBC/Donoghue's MONEY
FUND REPORT and Ibbotson Associates, Inc. References may also be made to indices
or data published in Money Magazine, Forbes, Barron's, The Wall Street Journal,
The New York Times, Business Week, American Banker, Fortune, Institutional
Investor, Ibbotson Associates, Inc., Morningstar, Inc., CDA/Weisenberger,
Pension and Investments, U.S.A. Today and local newspapers. In addition to
performance information, general information about the Funds that appears in a
publication such as those mentioned above may be included in advertisements and
in reports to Shareholders.
Information about the performance of a Fund is based on a Fund's record up
to a certain date and is not intended to indicate future performance. Yields and
total returns of a Fund will fluctuate. Any fees charged by the Participating
Organizations to their customers in connection with investment in a Fund are not
reflected in the Eureka Funds' performance information.
Further information about the performance of a Fund is contained in that
Fund's annual report to Shareholders, which may be obtained without charge by
contacting the Eureka Funds at the address below.
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<PAGE> 87
PRIOR PERFORMANCE OF THE INVESTMENT ADVISER
The following tables set forth the Investment Adviser's composite
performance data relating to the historical performance of collective investment
trusts and common trust funds managed by the Investment Adviser, since the dates
indicated, that have investment objectives, policies, strategies and risks
substantially similar to those of the Equity Fund and the Investment Grade Bond
Fund. The data is provided to illustrate the past performance of the Investment
Adviser in managing substantially similar accounts as measured against a
specified market index or indices and does not represent the performance of the
Equity Fund and the Investment Grade Bond Fund. Investors should not consider
this performance data as an indication of future performance of the Equity Fund
and the Investment Grade Bond Fund or of the Investment Adviser.
The Investment Adviser's composite performance data shown below were
calculated in accordance with required recommended standards of the Association
For Investment Management And Research(1) ("AIMR"), retroactively applied to all
time periods. All returns presented were calculated on a total return basis and
include all dividends and interest, accrued income and realized and unrealized
gains and loses. All returns reflect the deduction of investment advisory fees,
brokerage commissions and execution costs paid by the Investment Adviser's
institutional private accounts, without provision for federal or state income
taxes. Custodial fees, if any, were not included in the calculation. The
Investment Adviser's composites include all actual, fee-paying, discretionary
institutional, private accounts managed by the Investment Adviser that have
investment objectives, policies, strategies and risks substantially similar to
those of the Equity Fund and the Investment Grade Bond Fund. Securities
transactions are accounted for on the trade date and accrual accounting is
utilized. Cash and equivalents are included in performance returns. The monthly
returns of the Investment Adviser's composites combine the individual accounts'
returns by asset-weighting each individual account's asset value as of the
beginning of the month. Yearly returns are calculated by geometrically linking
the monthly returns.
The institutional private accounts that are included in the Investment
Adviser's composites are not subject to the same types of expenses to which the
Equity Fund and Investment Grade Bond Fund are subject nor to the
diversification requirements, specific
- --------
(1) AIMR is a non-profit membership and education organization with more than
30,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and
fair presentations by investment advisers of their performance results, and
(ii) ensure uniformity in reporting so that performance results of
investment advisers are directly comparable.
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<PAGE> 88
tax restrictions and investment limitations imposed on the Portfolios by the
Investment Company Act or Subchapter M of the Internal Revenue Code.
Consequently, the performance results for the Investment Adviser's composites
could have been adversely affected if the institutional private accounts
included in the composites had been regulated as investment companies under the
federal securities laws.
The results presented below may not necessarily equate with the return
experienced by any particular investor as a result of the timing of investments
and redemptions. In addition, the effect of taxes on any investor will depend on
such person's tax status, and the results have not been reduced to reflect any
income tax which may have been payable.
The investment results of the Investment Adviser's composites presented
below are unaudited and are not intended to predict or suggest the returns that
might be experienced by the Equity Fund and Investment Grade Bond Fund or an
individual investor investing in such Funds. Investors should also be aware that
the use of a methodology different from that used below to calculate performance
could result in different performance data.
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<PAGE> 89
All information set forth in the tables below relies on data supplied by
the Investment Adviser or from statistical services, reports or other sources
believed by the Investment Adviser to be reliable. However, except as otherwise
indicated, such information has not been verified and is unaudited.
<TABLE>
<CAPTION>
Equity Performance
Investment Adviser's
Equity S&P 500
Year Composite Index(1)
---- -------------------- --------
<S> <C> <C>
1988 10.20% 16.50%
1989 25.18% 31.43%
1990 4.03% -3.19%
1991 29.66% 30.55%
1992 3.12% 7.68%
1993 2.54% 10.00%
1994 0.75% 1.23%
1995 35.85% 37.50%
1996 22.60% 23.12%
1997 23.47% 25.34%
Last Year(2) 30.12%
Last 5 Years 17.38%
Last 10 Years 15.03%
</TABLE>
- ---------------
(1) The S&P 500 Index is an unmanaged index containing common stocks of 500
industrial, transportation, utility and financial companies, regarded as
generally representative of the U.S. stock market. The Index reflects the
reinvestment of income dividends and capital gain distributions, if any,
but does not reflect fees, brokerage commissions, or other expenses of
investing.
(2) Through October 31, 1997.
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<PAGE> 90
<TABLE>
<CAPTION>
Investment Grade Bond Performance
Investment Adviser's Lehman Lehman
Investment Grade Bond Government/ Aggregate
Year Composite Corporate Bond Index(1) Index(2)
- ---- ------------------------ ---------------------- -----
<S> <C> <C> <C>
1988 8.72% 7.59% 7.88%
1989 12.16% 14.24% 14.53%
1990 6.65% 8.28% 8.95%
1991 13.37% 16.13% 16.00%
1992 6.95% 7.58% 7.40%
1993 9.40% 10.97% 9.75%
1994 -5.26% -3.49% -2.92%
1995 16.58% 19.24% 18.48%
1996 0.22% 2.91% 3.61%
1997(3) 7.45% 8.04% 8.09%
Last Year 8.05%
Last 5 Years 5.65%
Last 10 Years 7.60%
</TABLE>
- ---------------
(1) The Lehman Government/Corporate Bond Index includes the Government and
Corporate Bond indices. The Government Bond Index is made up of the
Treasury Bond Index (all public obligations of the U.S. Treasury, excluding
flower bonds and foreign-targeted issues) and the Agency Bond Index (all
publicly issued debt of U.S. Government agencies and quasi-federal
corporation, and corporate debt guaranteed by the U.S. Government). We have
also included the 1-3 year Government Index, composed of agency and
Treasury securities with maturities of one to three years, and the 20+ Year
Treasury Index, composed of Treasury issues with 20 years or more to
maturity. The Corporate Bond Index includes all publicly issued, fixed
rate, nonconvertible investment grade, dollar-denominated, SEC-registered
corporate debt. The Corporate Index sectors are industrial, finance,
utility, and Yankee. Also included among Yankees is debt issued or
guaranteed by foreign sovereign governments, municipalities, or
governmental or international agencies.
(2) The Lehman Aggregate Index includes fixed rate debt issues rated investment
grade or higher by Moody's Investors Service, Standard & Poor's
Corporation, or Fitch Investors Service, in that order. All issues have at
least one year to maturity and an outstanding par value of at least $100
million. Intermediate indices include bonds with maturities of up to 10
years, and long-term indices include those with maturities of 10 years or
longer. Price, coupon, paydown, and total return are reported for all
sectors on a month-end to month-end basis. All returns are market
value-weighted inclusive of accrued interest.
(3) Through October 31, 1997.
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<PAGE> 91
Prime Money Market Fund
The Prime Money Market Fund commenced operations on November 3, 1997
subsequent to the transfer of assets by the Employee Benefit Trust Money Market
Fund E, a collective investment trust, to the Prime Money Market Fund in
exchange for shares of the Prime Money Market Fund. The Prime Money Market
Fund's portfolio of investments on November 3, 1997 was the same as the
portfolio of the Employee Benefit Trust Money Market Fund E immediately prior to
the transfer.
The Employee Benefit Trust Money Market Fund E was not a registered
investment company as it was exempt from registration under the 1940 Act. Since,
in a practical sense, the common trust fund constitutes a "predecessor" of the
Fund, the Prime Money Market Fund calculates the performance for each Class of
the Fund for periods commencing prior to the transfer of the Employee Benefit
Trust Money Market Fund E's assets to the Prime Money Market Fund by including
the Employee Benefit Trust Money Market Fund E's total return adjusted to
reflect the deduction of fees and expenses applicable to the Class A Shares of
the Fund as stated in the Fee Table in this Prospectus (i.e. adjusted to reflect
anticipated expenses, net of management and administrative fee waivers).
The Prime Money Market Fund from time to time may advertise certain
investment performance figures, as discussed above. These figures are based on
historical earnings, but past performance data is not necessarily indicative of
future performance of the Fund.
<TABLE>
<CAPTION>
COMPARATIVE PERFORMANCE INFORMATION REGARDING
THE EMPLOYEE BENEFIT TRUST MONEY MARKET FUND E AND
THE PRIME MONEY MARKET FUND
Average Annual Total Return*
Fund 1 year 3 years 5 years 10 years
- ---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Employee Benefit Trust
Money Market Fund E 4.50% 4.62% 3.82% 3.68%
</TABLE>
- -------------
* Figures were calculated pursuant to a methodology established by the
SEC and do not reflect the imposition of a sales load given that the
Class A Shares of the Prime Money Market Fund are not subject to a
sales load.
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<PAGE> 92
MISCELLANEOUS
Shareholders will receive unaudited semi-annual reports describing the
investment operations their Fund(s) and annual financial statements audited by
independent public accountants.
Inquiries regarding the Eureka Funds may be directed in writing to the
Eureka Funds at the following address: The Eureka Funds, P.O. Box 182792,
Columbus, Ohio 43218-2792.
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<PAGE> 93
INVESTMENT ADVISER
Sanwa Bank California
Investment Management Department
601 S. Figueroa Street
Los Angeles, California 90017
ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
LEGAL COUNSEL
Ropes & Gray
One Franklin Square
1301 K Street, N.W.
Suite 800 East
Washington, DC 20005
TRANSFER AGENT
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
AUDITORS
Ernst & Young LLP
10 West Broad Street
Columbus, Ohio 43215
CUSTODIAN
The Bank of New York
90 Washington Street
New York, New York 10286
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<PAGE> 94
CROSS REFERENCE SHEET
EUREKA FUNDS
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Statement of Additional
Part B Item No. Information Caption
- --------------- -------------------
<S> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Additional Information -
Organization and Description of
Shares
13. Investment Objectives and Policies Investment Objective and Policies
14. Management of the Funds Management of Eureka Funds
15. Control Persons and Principal
Holders of Securities Miscellaneous
16. Investment Advisory and Other Services Management of Eureka Funds
17. Brokerage Allocation and Other Practices Management of the Eureka Funds
18. Capital Stock and Other Securities Valuation; Additional Purchase
and Redemption Information;
Management of Eureka Funds;
Additional Information
19. Purchase, Redemption and Pricing
of Securities Being Offered Valuation; Additional Purchase
and Redemption Information;
Management of Eureka Funds
20. Tax Status Additional Tax Information
21. Underwriters Management of Eureka Funds
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
</TABLE>
<PAGE> 95
EUREKA FUNDS
Statement of Additional Information
_________, 1998
----------------
This Statement of Additional Information is not a Prospectus, but should be read
in conjunction with the Prospectuses of the Eureka Prime Money Market Fund, the
Eureka U.S. Treasury Obligations Fund, the Eureka Investment Grade Bond Fund,
the Eureka Global Asset Allocation Fund, and the Eureka Equity Fund which are
dated _______, 1998. This Statement of Additional Information is incorporated by
reference in its entirety into the Prospectuses. The Eureka Funds were organized
on April 7,1997 as the Sanwa Fund and changed their name to the "Eureka Funds"
prior to commencing operations. Copies of the Prospectuses may be obtained by
writing the Eureka Funds at P.O. Box 182792, Columbus, Ohio 43218-2792, or by
telephoning toll free 888-890-8121.
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<PAGE> 96
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
EUREKA FUNDS........................................................................................... B-1
INVESTMENT OBJECTIVE AND POLICIES...................................................................... B-1
Additional Information on Portfolio Instruments.................................................... B-1
Investment Restrictions............................................................................B-19
Additional Information Regarding Fundamental Investment Restrictions...............................B-20
Portfolio Turnover.................................................................................B-21
VALUATION..............................................................................................B-22
Valuation of the Money Market Funds................................................................B-22
Valuation of the Investment Grade Bond Fund, the Global Asset Allocation Fund and the
Equity Fund...............................................................................B-23
Valuation of International Securities..............................................................B-24
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION.........................................................B-24
Matters Affecting Redemption.......................................................................B-25
ADDITIONAL TAX INFORMATION.............................................................................B-25
General ..........................................................................................B-25
Additional Tax Information Concerning the Global Asset Allocation Fund.............................B-27
MANAGEMENT OF THE EUREKA FUNDS.........................................................................B-29
Trustees and Officers..............................................................................B-29
Investment Adviser.................................................................................B-31
Portfolio Transactions.............................................................................B-32
Glass-Steagall Act.................................................................................B-34
Administrator......................................................................................B-35
Distributor........................................................................................B-36
Custodian..........................................................................................B-37
Transfer Agent and Fund Accounting Services........................................................B-37
Independent Accountants............................................................................B-37
Legal Counsel......................................................................................B-37
PERFORMANCE INFORMATION................................................................................B-38
Yields of the Money Market Funds...................................................................B-38
Yields of the Variable NAV Funds...................................................................B-38
Calculation of Total Return........................................................................B-39
Performance Comparisons............................................................................B-39
Prior Performance of the Investment Adviser........................................................B-41
ADDITIONAL INFORMATION.................................................................................B-46
Organization and Description of Shares.............................................................B-46
Shareholder and Trustee Liability..................................................................B-47
Miscellaneous......................................................................................B-47
APPENDIX...............................................................................................B-49
FINANCIAL STATEMENTS...................................................................................B-56
</TABLE>
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<PAGE> 97
STATEMENT OF ADDITIONAL INFORMATION
EUREKA FUNDS
Eureka Funds is an open-end management investment company. The Eureka Funds
consist of five series of units of beneficial interest ("Shares") offered to the
public, each representing interests in one of five separate investment
portfolios: the Eureka U.S. Treasury Obligations Fund (the "U.S. Treasury
Obligations Fund"), the Eureka Prime Money Market Fund (the "Prime Money Market
Fund" and together with the U.S. Treasury Obligations Fund, the "Money Market
Funds"), the Eureka Investment Grade Bond Fund (the "Investment Grade Bond
Fund"), the Eureka Global Asset Allocation Fund (the "Global Asset Allocation
Fund"), and the Eureka Equity Fund (the "Equity Fund"). Each Fund offers to the
public two classes of Shares: Class A Shares and Trust Shares. Most information
contained in this Statement of Additional Information expands on subjects
discussed in the Prospectuses. Capitalized terms not defined herein are defined
in the Prospectuses. An investment in Shares of a Fund should not be made
without first reading the applicable Prospectuses.
INVESTMENT OBJECTIVE AND POLICIES
Additional Information on Portfolio Instruments
The following policies supplement the information pertaining to portfolio
instruments of each Fund as set forth in the Prospectuses.
The Appendix to this Statement of Additional Information identifies
nationally recognized statistical ratings organizations ("NRSROs") that may be
used by Sanwa Bank California, the Eureka Funds' investment adviser ("SBCL"),
with regard to portfolio investments for the Funds and provides a description of
relevant ratings assigned by each such NRSRO. A rating by an NRSRO may be used
only where the NRSRO is neither controlling, controlled by, nor under common
control with the issuer of, or any issuer, guarantor, or provider of credit
support for, the instrument.
Asset-Backed Securities. Asset-backed securities are secured by company
receivables, home equity loans, truck or auto loans, leases, credit card
receivables and other securities backed by receivables or assets.
Offerings of Certificates for Automobile Receivables ("CARS") are
structured either as flow-through grantor trusts or as pay-through notes. CARS
structured as flow-through instruments represent ownership interests in a fixed
pool of receivables. CARS structured as pay-through notes are debt instruments
supported by the cash flows from the underlying assets. CARS may also be
structured as securities with fixed payment schedules which are generally
B-1
<PAGE> 98
issued in multiple-classes. Cash-flow from the underlying receivables is
directed first to paying interest and then to retiring principal via paying down
the two respective classes of notes sequentially. Cash-flows on fixed-payment
CARS are certain, while cash-flows on other types of CARS issues depends on the
prepayment rate of the underlying automobile loans. Prepayments of automobile
loans are triggered mainly by automobile sales and trade-ins. Many people buy
new cars every two or three years, leading to rising prepayment rates as a pool
becomes more seasoned.
Certificates for Amortizing Revolving Debt ("CARDS") represent
participation in a fixed pool of credit card accounts. CARDS pay "interest only"
for a specified period. The CARDS principal balance remains constant during this
period, while any cardholder repayments or new borrowings flow to the issuer's
participation. Once the principal amortization phase begins, the balance
declines with paydowns on the underlying portfolio. Cash flows on CARDS are
certain during the interest-only period. After this initial interest-only
period, the cash flow will depend on how fast cardholders repay their
borrowings. Historically, monthly cardholder repayment rates have been
relatively fast. As a consequence, CARDS amortize rapidly after the end of the
interest-only period. During this amortization period, the principal payments on
CARDS depend specifically on the method for allocating cardholder repayments to
investors. In many cases, the investor's participation is based on the ratio of
the CARDS' balance to the total credit card portfolio balance. This ratio can be
adjusted monthly or can be based on the balances at the beginning of the
amortization period. In some issues, investors are allocated most of the
repayments, regardless of the CARDS' balance. This method results in especially
fast amortization.
Credit support for asset-backed securities may be based on the underlying
assets or provided by a third party. Credit enhancement techniques include
letters of credit, insurance bonds, limited guarantees (which are generally
provided by the issuer), senior-subordinated structures and over
collateralization.
Bankers' Acceptances and Certificates of Deposit. All of the Funds except
the U.S. Treasury Obligations Fund may invest in bankers' acceptances,
certificates of deposit, and demand and time deposits. Bankers' acceptances are
negotiable drafts or bills of exchange typically drawn by an importer or
exporter to pay for specific merchandise, which are "accepted" by a bank,
meaning, in effect, that the bank unconditionally agrees to pay the face value
of the instrument on maturity. Certificates of deposit are negotiable
certificates issued against funds deposited in a commercial bank or a savings
and loan association for a definite period of time and earning a specified
return.
Bankers' acceptances will be those guaranteed by domestic and foreign
banks, if at the time of investment such banks have capital, surplus, and
undivided profits in excess of $100,000,000 (as of the date of their most
recently published financial statements). Certificates of deposit and demand and
time deposits will be those of domestic and foreign banks and savings and loan
associations, if (a) at the time of investment they have capital,
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surplus, and undivided profits in excess of $100,000,000 (as of the date of
their most recently published financial statements) or (b) the principal amount
of the instrument is insured in full by the Federal Deposit Insurance
Corporation.
Collateralized Mortgage Obligations. Collateralized mortgage obligations
("CMOs") are mortgage-related securities which are structured pools of mortgage
pass-through certificates or mortgage loans. CMOs are issued with a number of
classes or series which have different maturities and which may represent
interests in some or all of the interest or principal on the underlying
collateral or a combination thereof. CMOs of different classes are generally
retired in sequence as the underlying mortgage loans in the mortgage pool are
repaid. In the event of sufficient early prepayments on such mortgages, the
class or series of CMOs first to mature generally will be retired prior to its
maturity. Thus, the early retirement of a particular class or series of CMO held
by a Fund would have the same effect as the prepayment of mortgages underlying a
mortgage-backed pass-through security.
Certain debt securities such as, but not limited to, mortgage-backed
securities, CMOs and asset-backed securities, as well as securities subject to
prepayment of principal prior to the stated maturity date, are expected to be
repaid prior to their stated maturity dates. As a result, the effective maturity
of these securities is expected to be shorter than the stated maturity. For
purposes of calculating a Fund's weighted average portfolio maturity, the
effective maturity of such securities will be used.
CMOs include stripped mortgage securities, which are derivative multi-class
mortgage securities issued by agencies or instrumentalities of the U.S.
government, or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing. Stripped
mortgage securities are usually structured with two classes that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. A common type of stripped mortgage security will have one class
receiving all of the interest from the mortgage assets (the interest-only or
"IO" class), while the other class will receive all of the principal (the
principal-only or "PO" class). The yield to maturity on an IO class is extremely
sensitive to the rate of principal payments (including prepayments) on the
related underlying mortgage assets, and a rapid rate of principal payments may
have a material adverse effect on the securities' yield to maturity. Generally,
the market value of the PO class is unusually volatile in response to changes in
interest rates. If the underlying mortgage assets experience greater than
anticipated prepayments of principal, the Fund may fail to fully recoup its
initial investment in these securities even if the security is rated in the
highest rating category.
Although stripped mortgage securities are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, these securities were only recently developed. As a result,
established trading markets have not fully developed.
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Stripped mortgage securities issued or guaranteed by the U.S. government and
held by a Fund may be considered liquid securities pursuant to guidelines
established by the Board of Trustees.
Commercial Paper. Each Fund, except for the U.S. Treasury Obligations Fund,
may invest in commercial paper. Commercial paper consists of unsecured
promissory notes issued by corporations. Commercial paper usually has a maturity
of less than nine months and has a fixed rates of return.
The Prime Money Market Fund, the Investment Grade Bond Fund, and the Global
Asset Allocation Fund may purchase commercial paper designated as "Section 4(2)
paper," a term that includes debt obligations issued in reliance on the "private
placement" exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) paper is restricted as to disposition under
the Federal securities laws, and is frequently sold (and resold) to
institutional investors through or with the assistance of investment dealers who
make a market in the Section 4(2) paper. Certain transactions in Section 4(2)
paper may qualify for the registration exemption provided in Rule 144A under the
Securities Act of 1933.
Common and Preferred Stock. Stocks represent shares of ownership in a
company. Generally, preferred stock has a specified dividend and ranks after
bonds and before common stocks in its claim on income for dividend payments and
on assets should the company be liquidated. After other claims are satisfied,
common stockholders participate in company profits on a pro rata basis; profits
may be paid out in dividends or reinvested in the company to help it grow.
Increases and decreases in earnings are usually reflected in a company's stock
price, so common stocks generally have the greatest appreciation and
depreciation potential of all corporate securities. While most preferred stocks
pay a dividend, the Funds may purchase preferred stock where the issuer has
omitted, or is in danger of omitting, payment of its dividend. Such investments
would be made primarily for their capital appreciation potential.
Foreign Currency Transactions. The Global Asset Allocation Fund may use
forward foreign currency exchange contracts. Forward foreign currency exchange
contracts involve an obligation to purchase or sell a specified currency at a
future date at a price set at the time of the contract. Forward currency
contracts do not eliminate fluctuations in the values of portfolio securities
but instead allow a Fund to establish a rate of exchange for a future point in
time. The Fund may use forward foreign currency exchange contracts to hedge
against movements in the value of foreign currencies (including the "ECU" used
in the European Community) relative to the U.S. dollar in connection with
specific portfolio transactions or with respect to portfolio positions. The Fund
may enter into forward foreign currency exchange contracts when deemed advisable
by SBCL under two circumstances. First, when entering into a contract for the
purchase or sale of a security, the Fund may enter into a forward foreign
currency exchange contract for the amount of the purchase or sale price to
protect against variations, between the date the security is purchased or sold
and the date on which payment is made or received, in the value of the foreign
currency relative to the U.S. dollar or other foreign currency.
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Second, when SBCL anticipates that a particular foreign currency may
decline relative to the U.S. dollar or other leading currencies, in order to
reduce risk, the Fund may enter into a forward contract to sell, for a fixed
amount, the amount of foreign currency approximating the value of some or all of
the Fund's securities denominated in such foreign currency. With respect to any
forward foreign currency contract, it will not generally be possible to match
precisely the amount covered by the contract and the value of the securities
involved due to the changes in the values of such securities resulting from
market movements between the date the forward contract is entered into and the
date it matures. In addition, while forward contracts may offer protection from
losses resulting from declines in the value of a particular foreign currency,
they also limit potential gains which might result from increases in the value
of such currency. The Fund will also incur costs in connection with forward
foreign currency exchange contracts and conversions of foreign currencies and
U.S. dollars.
A separate account of a Fund consisting of liquid assets equal to the
amount of the Fund's assets that could be required to consummate forward
contracts entered into under the second circumstance, as set forth above, will
be established with the Fund's custodian. For the purpose of determining the
adequacy of the securities in the account, the deposited securities will be
valued at market or fair value. If the market or fair value of such securities
declines, additional cash or securities will be placed in the account daily so
that the value of the account will be equal the amount of such commitments by
the Fund.
Foreign Investment. The Funds, other than the U.S. Treasury Obligations
Fund, may invest in certain obligations or securities of foreign issuers.
Permissible investments include Eurodollar Certificates of Deposit ("ECDs")
which are U.S. dollar denominated certificates of deposit issued by branches of
foreign and domestic banks located outside the United States, Yankee
Certificates of Deposit ("Yankee CDs") which are certificates of deposit issued
by a U.S. branch of a foreign bank, denominated in U.S. dollars and held in the
United States, Eurodollar Time Deposits ("ETD's") which are U.S. dollar
denominated deposits in a foreign branch of a U.S. bank or a foreign bank, and
Canadian Time Deposits ("CTD's") which are U.S. dollar denominated certificates
of deposit issued by Canadian offices of major Canadian banks, Canadian
commercial paper, which is commercial paper issued by a Canadian corporation or
a Canadian counterpart of a U.S. corporation, and European commercial paper,
which is U.S. dollar denominated commercial paper of an issuer located in
Europe. The Funds may invest in foreign commercial paper, including Canadian and
European commercial paper as described above. The Prime Money Market Fund, the
Equity Fund and the Global Asset Allocation Fund may also purchase foreign
equity securities, including ADRs (sponsored and unsponsored), European
Depository Receipts ("EDRs") and Global Depository Receipts ("GDRs").
Investments in securities issued by foreign branches of U.S. banks, foreign
banks, or other foreign issuers, including American Depository Receipts ("ADRs")
and securities purchased on foreign securities exchanges, may subject a Fund to
additional investment risks. Such risks include adverse political and economic
developments, possible seizure, currency
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blockage, nationalization or expropriation of foreign investments, less
stringent disclosure requirements, exchange control regulations, non-U.S.
withholding taxes and the adoption of other foreign governmental restrictions.
Additional risks include currency exchange risks, less publicly available
information, the risk that companies may not be subject to the accounting,
auditing and financial reporting standards and requirements of U.S. companies,
the risk that foreign securities markets may have less volume and therefore may
be less liquid and their prices more volatile than U.S. securities, and the risk
that custodian and brokerage costs may be higher. Foreign issuers of securities
or obligations are often subject to accounting treatment and engage in business
practices different from those respecting domestic issuers of similar securities
or obligations. Foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements than those applicable to domestic
branches of U.S. banks. The Funds will acquire such securities only when SBCL
believes the risks associated with such investments are minimal.
Futures Contracts and Related Options. The Investment Grade Bond Fund, the
Global Asset Allocation Fund, and the Equity Fund (the "Variable NAV Funds") may
invest in futures contracts and options thereon (interest rate futures contracts
or index futures contracts, as applicable). Positions in futures contracts may
be closed out only on an exchange which provides a secondary market for such
futures. However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be possible to close a futures position. In the event of adverse price
movements, a Fund would continue to be required to make daily cash payments to
maintain its required margin. In such situations, if a Fund has insufficient
cash, it may have to sell portfolio securities to meet daily margin requirements
at a time when it may be disadvantageous to do so. In addition, a Fund may be
required to make delivery of the instruments underlying futures contracts it
holds. The inability to close options and futures positions also could have an
adverse impact on a Fund's ability to effectively hedge.
Successful use of futures by the Funds is also subject to SBCL's ability to
correctly predict the direction the market will move. For example, if a Fund has
hedged against the possibility of a decline in the market adversely affecting
securities held by it and securities prices increase instead, a Fund will lose
part or all of the benefit to the increased value of its securities which it has
hedged because it will have approximately equal offsetting losses in its futures
positions. In addition, in some situations, if a Fund has insufficient cash, it
may have to sell securities to meet daily variation margin requirements. Such
sales of securities may be, but will not necessarily be, at increased prices
which reflect the rising market. A Fund may have to sell securities at a time
when it may be disadvantageous to do so.
The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may
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result in immediate and substantial loss (as well as gain) to the investor. For
example, if at the time of purchase, 10% of the value of the futures contract is
deposited as margin, a subsequent 10% decrease in the value of the futures
contract would result in a total loss of the margin deposit, before any
deduction for the transaction costs, if the account were then closed out. A 15%
decrease would result in a loss equal to 150% of the original margin deposit,
before any deduction for the transaction costs, if the contract were closed out.
Thus, a purchase or sale of a futures contract may result in losses in excess of
the amount invested in the contract.
Utilization of futures transactions by a Fund involves the risk of loss by
a Fund of margin deposits in the event of bankruptcy of a broker with whom a
Fund has an open position in a futures contract or related option.
Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit. The daily limit governs only
price movement, during a particular trading day and therefore does not limit
potential losses, because the limit may prevent the liquidation of unfavorable
positions. Futures contract prices have occasionally moved to the daily limit
for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and subjecting some futures
traders to substantial losses.
The trading of futures contracts is also subject to the risk of trading
halts, suspensions, exchange or clearing house equipment failures, government
intervention, insolvency of a brokerage firm or clearing house or other
disruptions of normal trading activity, which could at times make it difficult
to impossible to liquidate existing positions or to recover excess variation
margin payments.
Guaranteed Investment Contracts. Guaranteed investment contracts ("GICs")
are issued by highly rated U.S. insurance companies. Under these contracts, a
Fund makes cash contributions to a deposit fund of the insurance company's
general account. The insurance company then credits interest to the Fund on a
monthly basis, which is based on an index (such as the Solomon Brothers CD
Index), but is guaranteed not to be less than a certain minimum rate.
Illiquid and Restricted Securities. Some investments may be determined by
SBCL, under the supervision of the Board of Trustees, to be illiquid. Securities
may be deemed illiquid if the Fund cannot reasonably expect within seven days to
sell the securities for approximately the amount at which the Fund values such
securities. The sale of illiquid securities, if they can be sold at all,
generally will require more time and result in higher brokerage charges or
dealer discounts and other selling expenses than will the sale of liquid
securities such as securities eligible for trading on U.S. securities exchanges
or in
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over-the-counter markets. Moreover, restricted securities, which may be
illiquid, often sell, if at all, at a price lower than similar securities that
are not subject to restrictions on resale.
Illiquid securities include those that are subject to restrictions
contained in the securities laws of other countries. However, securities that
are freely marketable in the country where they are principally traded, but
would not be freely marketable in the United States, will not be considered
illiquid. Where registration is required, the Fund may be obligated to pay all
or part of the registration expenses and a considerable period may elapse
between the time of the decision to sell and the time the Fund may be permitted
to sell a security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell.
Not all restricted securities are illiquid. In recent years a large
institutional market has developed for certain securities that are not
registered under the Securities Act of 1933, including private placements,
repurchase agreements, commercial paper, foreign securities and corporate bonds
and notes. These instruments are often restricted securities because the
securities are sold in transactions not requiring registration. Institutional
investors generally will not seek to sell these instruments to the general
public, but instead will often depend either on an efficient institutional
market in which such unregistered securities can be readily resold or on an
issuer's ability to honor a demand for repayment. Therefore, the fact that there
are contractual or legal restrictions on resale to the general public or certain
institutions is not dispositive of the liquidity of such investments.
Investment Company Securities. By investing in other investment companies,
a Fund becomes exposed to the risks of that investment company's portfolio of
securities. Securities of other investment companies will be acquired by the
Funds within the limits prescribed by the 1940 Act. As a shareholder of another
investment company, a Fund would bear, along with other shareholders, its pro
rata portion of the other investment company's expenses, including advisory
fees. These expenses would be in addition to the advisory fees and other
expenses the Fund bear directly in connection with its own operations.
Investment Grade Debt Obligations. The Variable NAV Funds may invest in
"investment grade securities," which are securities rated in the four highest
rating categories of an NRSRO. It should be noted that debt obligations rated in
the lowest of the top four ratings (i.e., "Baa" by Moody's) are considered to
have some speculative characteristics and are more sensitive to economic change
than higher rated securities. Under normal circumstances at least 80% of the
Fund's assets will be invested in investment grade debt securities. The Fund
will only invest in securities that, at the time of initial investment, are
rated equal to or greater than BBB- by Standard & Poor's or Baa3 by Moody's. The
Fund will only invest in unrated debt securities should SBCL determine that the
security is of comparable quality to an investment grade issue. The Fund will
not invest in securities that, at the time of initial investment, do not meet
the above credit guidelines. Securities that are subsequently downgraded in
quality below investment grade by bath Standard & Poor's and Moody's may
continue to be held in the
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portfolio, and will be sold only if SBCL believes it would be advantageous to do
so. Securities rated less than BBB- by Standard & Poor's and Baa3 by Moody's are
classified as non-investment grade securities. Such securities carry a high
degree of risk and are considered speculative by the major credit ratings
agencies. Credit quality in the non-investment grade bond market can change
suddenly and unexpectedly and even recently issued credit rating may not fully
reflect the actual risks posed by a particular non-investment grade security.
Municipal Obligations. Municipal securities are debt securities issued by a
state, its political subdivisions, agencies, authorities and corporations.
Municipal securities include debt obligations issued to obtain funds for various
public purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass transportation,
public utilities, schools, streets, and water and sewer works. Other public
purposes for which Municipal securities may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses and
obtaining funds to loan to other public institutions and facilities.
Municipal securities include securities issued to finance various private
activities, including certain types of private activity bonds ("industrial
development bonds" under prior law). These securities may be issued by or on
behalf of public authorities to obtain funds to provide certain privately owned
or operated facilities.
Municipal securities are generally classified as "general obligation" or
"revenue." General obligation securities are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue securities are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise or other specific revenue source. Private activity bonds and
industrial development bonds that are municipal securities are in most cases
revenue bonds and generally do not constitute the pledge of the credit of the
issuer of such bonds.
Municipal notes are instruments issued by or on behalf of governments and
political sub-divisions thereof. Examples include: tax anticipation notes
("TANS"), which are short-term debt instruments issued by a municipality or
state to finance working capital needs of the issuer in anticipation of
receiving taxes on a future date; revenue anticipation notes ("RANS"), which are
short-term debt instruments issued by a municipality or state to provide cash
prior to receipt of expected non-tax revenues from a specific source; bond
anticipation notes ("BANS"), which are short-term debt instruments issued by a
municipality or state that will be paid off with the proceeds of an upcoming
bond issue; and tax revenue anticipation notes ("TRANS"), which are short-term
debt instruments issued by a municipality or state to finance working capital
needs in anticipation of receiving taxes or other revenues. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by "Fannie Mae" (the Federal National Mortgage Association)
or "Ginnie Mae" (the Government National Mortgage Association) at the end of the
project construction period.
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Tax-free commercial paper is an unsecured promissory obligation issued or
guaranteed by a municipal issuer.
Taxable municipal securities are municipal securities the interest on which
is not exempt from federal income tax. Taxable municipal securities may include
"private activity bonds" that are issued by or on behalf of states or political
subdivisions thereof to finance privately-owned or operated facilities for
business and manufacturing, housing, sports, and pollution control and to
finance facilities for charitable institutions. The payment of the principal and
interest on private activity bonds is not backed by a pledge of tax revenues,
and is dependent solely on the ability of the facility's user to meet its
financial obligations. Taxable municipal securities also may include remarketed
certificates of participation.
The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.
Municipal securities also include participation certificates in a lease, an
installment purchase contract, or a conditional sales contract ("lease
obligations") entered into by a state or political subdivision to finance the
acquisition or construction of equipment, land or facilities. Although lease
obligations are not general obligations of the issuer for which the state or
other governmental body's unlimited taxing power is pledged, certain lease
obligations are backed by a covenant to appropriate money to make the lease
obligation payments. However, under certain lease obligations, the state or
governmental body has no obligation to make these payments in future years
unless money is appropriated on a yearly basis. Although "non-appropriation"
lease obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult. These securities
represent a relatively new type of financing that is not yet marketable as more
conventional securities. Certain investments in lease obligations may be
illiquid. Under guidelines established by the Board of Trustees, the following
factors will be considered when determining the liquidity of a lease obligation:
(1) the frequency of trades and quotes for the obligation; (2) the number of
dealers willing to purchase or sell the obligation and the number of potential
buyers; (3) the willingness of dealers to undertake to make a market in the
obligation; and (4) the nature of the marketplace trades.
Options - Calls and Puts.
Calls. The Variable NAV Funds may write (sell) "covered" call options and
purchase options to close out options previously written by it. Such options
must be listed on a National Securities Exchange and issued by the Options
Clearing Corporation. The purpose of writing covered call options is to generate
additional income. This premium income will serve to
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enhance each Fund's total return and will reduce the effect of any price decline
of the security involved in the option. Covered call options will generally be
written on securities which, in SBCL's opinion, are not expected to make any
major price moves in the near future but which, over the long term, are deemed
to be attractive investments for the Funds.
A call option gives the holder (buyer) the "right to purchase" a security
at a specified price (the exercise price) at any time until a certain date (the
expiration date). So long as the obligation of the writer of a call option
continues, the writer may be assigned an exercise notice by the broker-dealer
through whom such option was sold, requiring the writer to deliver the
underlying security against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such earlier time at which
the writer effects a closing purchase transaction by repurchasing an option
identical to that previously sold. To secure the writer's obligation to deliver
the underlying security in the case of a call option, a writer is required to
deposit in escrow the underlying security or other assets in accordance with the
rules of the Options Clearing Corporation. The Funds will write only covered
call options. This means that a Fund will only write a call option on a security
which it already owns. In order to comply with the requirements of the
securities laws in several states, a Fund will not write a covered call option
if, as a result, the aggregate market value of all portfolio securities covering
call options or subject to put options exceeds 25% of the market value of its
net assets.
The Variable NAV Funds will write call options only if they are "covered"
and may buy call options. In the case of a call option on a security, the option
is "covered" if the Fund owns the security underlying the call or has an
absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or cash
equivalents in such amount as are held in a segregated account by its custodian)
upon conversion or exchange of other securities held by it. For a call option on
an index, the option is covered if the Fund maintains with its custodian cash or
cash equivalents equal to the contract value. A call option is also covered if
the Fund holds a call on the same security or index as the call written where
the exercise price of the call held is (i) equal to or less than the exercise
price of the call written, or (ii) greater than the exercise price of the call
written provided the difference is maintained by the Fund in cash or cash
equivalents in a segregated account with its custodian.
Fund securities on which call options may be written will be purchased
solely on the basis of investment considerations consistent with a Fund's
investment objectives. The writing of covered call options is a conservative
investment technique believed to involve relatively little risk (in contrast to
the writing of naked or uncovered options which the Funds will not do), but
capable of enhancing a Fund's total return. When writing a covered call option,
a Fund, in return for the premium, gives up the opportunity for profit from a
price increase in the underlying security above the exercise price, but retains
the risk of loss should the price of the security decline. Unlike owning
securities not subject to an option, a Fund does not have any control over the
point at which it may be required to sell the underlying securities, because
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it may be assigned an exercise notice at any time prior to the expiration of its
obligation as a writer. If a call option which a Fund has written expires, the
Fund will realize a gain in the amount of the premium; however, such gain may be
offset by a decline in the market value of the underlying security during the
option period. If the call option is exercised, a Fund will realize a gain or
loss from the sale of the underlying security. The security covering the call
will be maintained in a segregated account by the Fund's custodian. A Fund does
not consider a security covered by a call to be "pledged" as that term is used
in its policy which limits the pledging or mortgaging of its assets.
The premium received is the market value of an option. The premium a Fund
will receive from writing a call option will reflect, among other things, the
current market price of the underlying security, the relationship of the
exercise price to such market price, the historical price volatility of the
underlying security, and the length of the option period. Once the decision to
write a call option has been made, SBCL, in determining whether a particular
call option should be written on a particular security, will consider the
reasonableness of the anticipated premium and the likelihood that a liquid
secondary market will exist for the option. The premium received by a Fund for
writing covered call options will be recorded as a liability in a Fund's
statement of assets and liabilities. This liability will be readjusted daily to
the option's current market value, which will be the latest sale price at the
time at which the net asset value per share of a Fund is computed (close of the
New York Stock Exchange (the "NYSE")), or, in the absence of such sale, the
latest asked price (or, with respect to the Global Asset Allocation Fund, the
mean between the last bid and asked prices). The liability will be extinguished
upon expiration of the option, the purchase of an identical option in the
closing transaction, or delivery of the underlying security upon the exercise of
the option.
Closing transactions will be effected in order to realize a profit on an
outstanding call option, to prevent an underlying security from being called, or
to permit the sale of the underlying security. Furthermore, effecting a closing
transaction will permit a Fund to write another call option on the underlying
security with either a different exercise price or expiration date or both. If a
Fund desires to sell a particular security from its portfolio on which it has
written a call option, it will seek to effect a closing transaction prior to, or
concurrently with, the sale of the security. There is, of course, no assurance
that a Fund will be able to effect such closing transactions at a favorable
price. If a Fund cannot enter into such a transaction, it may be required to
hold a security that it might otherwise have sold, in which case it would
continue to be at market risk on the security. This could result in higher
transaction costs. A Fund will pay transaction costs in connection with the
writing of options to close out previously written options. Such transaction
costs are normally higher than those applicable to purchases and sales of
portfolio securities.
Call options written by a Fund will normally have expiration dates of less
than nine months from the date written. The exercise price of the options may be
below, equal to, or above the current market values of the underlying securities
at the time the options are written. From time to time, a Fund may purchase an
underlying security for delivery in accordance
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with an exercise notice of a call option assigned to it, rather than delivering
such security from its portfolio. In such cases, additional costs will be
incurred.
A Fund will realize a profit or loss from a closing purchase transaction if
the cost of the transaction is less or more than the premium received from the
writing of the option. Because increases in the market price of a call option
will generally reflect increases in the market price of the underlying security,
any loss resulting from the repurchase of a call option is likely to be offset
in whole or in part by appreciation of the underlying security owned by a Fund.
Puts. A put is a right to sell a specified security (or securities) within
a specified period of time at a specified exercise price. To the extent
consistent with its investment objective, the Variable NAV Funds may buy put
options and write secured put options.
The amount payable to a Fund upon its exercise of a "put" is normally (i)
the Fund's acquisition cost of the securities subject to the put (excluding any
accrued interest which the Fund paid on the acquisition), less any amortized
market premium or plus any amortized market or original issue discount during
the period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date during that period.
These options may relate to particular securities, financial instruments,
foreign currencies, stock or bond indices or the yield differential between two
securities, and may or may not be listed on a securities exchange and may or may
not be issued by the Options Clearing Corporation. Options trading is a highly
specialized activity that entails greater than ordinary investment risks. In
addition, unlisted options are not subject to the protections afforded
purchasers of listed options issued by the Options Clearing Corporation, which
performs the obligations of its members if they default. Cross hedging is the
use of options or forward contracts in one currency to hedge against
fluctuations in the value of securities denominated in a different currency
based on a belief that there is a pattern of correlation between the two
currencies. The Funds intend to enter into puts only with dealers, banks, and
broker-dealers which, in SBCL's opinion, present minimal credit risks.
Risk Factors Relating to Options. There are several risks associated with
transactions in put and call options. For example, there are significant
differences between the securities and options markets that could result in an
imperfect correlation between these markets, causing a given transaction not to
achieve its objectives. In addition, a liquid secondary market for particular
options, whether traded over-the-counter or on a national securities exchange
("Exchange") may be absent for reasons which include the following: there may be
insufficient trading interest in certain options, restrictions may be imposed by
an Exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; unusual or
unforeseen circumstances may interrupt normal operations on an Exchange; the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or one or more Exchanges
could, for
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economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options),
in which event the secondary market on that Exchange (or in that class or series
of options) would cease to exist, although outstanding options that had been
issued by the Options Clearing Corporation as a result of trades on that
Exchange would continue to be exercisable in accordance with their terms. In
addition, the success of a hedging strategy based on options transactions may
depend on the ability of SBCL to predict movements in the prices of individual
securities, fluctuations in markets and movements in interest rates.
Repurchase Agreements. Securities held by each of the Funds may be subject
to repurchase agreements. Under the terms of a repurchase agreement, a Fund
would acquire securities from member banks of the Federal Deposit Insurance
Corporation with capital, surplus, and undivided profits of not less than
$100,000,000 (as of the date of their most recently published financial
statements) and from registered broker-dealers which SBCL deems creditworthy
under guidelines approved by the Board of Trustees, subject to the seller's
agreement to repurchase such securities at a mutually agreed-upon date and
price. The repurchase price would generally equal the price paid by the Fund
plus interest negotiated on the basis of current short-term rates, which may be
more or less than the rate on the underlying portfolio securities. The seller
under a repurchase agreement will be required to maintain the value of
collateral held pursuant to the agreement at not less than the repurchase price
(including accrued interest) and SBCL will monitor the collateral's value to
ensure that it equals or exceeds the repurchase price (including accrued
interest). In addition, securities subject to repurchase agreements will be held
in a segregated account.
If the seller were to default on its repurchase obligation or become
insolvent, a Fund holding such obligation would suffer a loss to the extent that
the proceeds from a sale of the underlying portfolio securities were less than
the repurchase price under the agreement, or to the extent that the disposition
of such securities held by the Fund were delayed pending court action.
Additionally, if the seller should be involved in bankruptcy or insolvency
proceedings, a Fund may incur delay and costs in selling the underlying security
or may suffer a loss of principal and interest if the Fund is treated as an
unsecured creditor and required to return the underlying security to the
seller's estate. Securities subject to repurchase agreements will be held by the
Eureka Funds' custodian or another qualified custodian or in the Federal
Reserve/Treasury book-entry system. Repurchase agreements are considered to be
loans by a Fund under the Investment Company Act of 1940 (the "1940 Act").
Reverse Repurchase Agreements. As discussed in the Prospectuses, each Fund
may borrow funds for temporary purposes by entering into reverse repurchase
agreements in accordance with each Fund's investment restrictions. Pursuant to
such agreements, a Fund would sell portfolio securities to financial
institutions such as banks and broker-dealers, and agree to repurchase the
securities at a mutually agreed-upon date and price. Each Fund intends to enter
into reverse repurchase agreements only to avoid otherwise selling securities
during unfavorable market conditions to meet redemptions. At the time a Fund
enters into a reverse
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repurchase agreement, it will place in a segregated custodial account liquid
assets consistent with the Fund's investment restrictions having a value equal
to the repurchase price (including accrued interest), and will subsequently
monitor the account to ensure that such equivalent value is maintained. Such
assets will include U.S. government securities or other liquid high quality debt
securities or high grade debt securities. Reverse repurchase agreements involve
the risk that the market value of the securities sold by a Fund may decline
below the price at which it is obligated to repurchase the securities. Reverse
repurchase agreements are considered to be borrowings by a Fund under the 1940
Act.
Rights Offerings and Warrants to Purchase. The Variable NAV Funds may
participate in rights offerings and may purchase warrants, which are privileges
issued by corporations enabling the owners to subscribe to and purchase a
specified number of shares of the corporation at a specified price during a
specified period of time. Subscription rights normally have a short life span to
expiration. The purchase of rights or warrants involves the risk that the Fund
could lose the purchase value of a right or warrant if the right to subscribe to
additional shares is not exercised prior to the rights' and warrants'
expiration. Also, the purchase of rights and/or warrants involves the risk that
the effective price paid for the right and/or warrant added to the subscription
price of the related security may exceed the value of the subscribed security's
market price such as when there is no movement in the level of the underlying
security. A Fund will not invest more than 5% of its net assets, taken at market
value, in warrants, or more than 2% of its net assets, taken at market value, in
warrants not listed on the New York or American Stock Exchanges. Warrants
acquired by a Fund in units or attached to other securities are not subject to
this restriction.
Securities Lending. While the lending of securities may subject a Fund to
certain risks, such as delays or the inability to regain the securities in the
event the borrower was to default on its lending agreement or enter into
bankruptcy, the Fund will receive 100% collateral in the form of cash or U.S.
government securities. This collateral will be valued daily by SBCL and should
the market value of the loaned securities increase, the borrower will furnish
additional collateral to the Fund. During the time portfolio securities are on
loan, the borrower will pay the Fund any dividends or interest paid on such
securities. Loans are subject to termination by a Fund or the borrower at any
time. While a Fund will not have the right to vote securities on loan, the Funds
intend to terminate the loan and regain the right to vote if that is considered
important with respect to the investment. The Funds will only enter into loan
arrangements with broker-dealers, banks or other institutions which SBCL has
determined are creditworthy under guidelines established by the Board of
Trustees.
Short-Term Trading. Short-term trading involves the selling of securities
held for a short time, ranging from several months to less than a day. The
object of such short-term trading is to increase the potential for capital
appreciation and/or income of the Funds in order to take advantage of what SBCL
believes are changes in market, industry or individual company conditions or
outlook. Any such trading would increase the portfolio turnover rate of the
Funds and their transaction costs.
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Supranational Organizational Obligations. The Funds, other than the U.S.
Treasury Obligations Fund, may purchase debt securities of supranational
organizations such as the European Coal and Steel Community, the European
Economic Community and the World Bank, which are chartered to promote economic
development.
Swaps. Swap agreements (a common form of derivatives) are contracts between
parties in which one party agrees to make payments to the other party based on
the change in market value of a specified index or asset. In return, the other
party agrees to make payments to the first party based on the return of a
different specified index or asset. Although swap agreements entail the risk
that a party will default on its payment obligations the Funds will minimize
this risk by entering into agreements that mark to market no less frequently
than quarterly. Swap agreements also bear the risk that the Funds will not be
able to meet their obligations to the counterparty. This risk will be mitigated
by having the Funds invest in the specific asset for which they are obligated to
pay a return. Swap agreements may be considered illiquid and therefore subject
to a Fund's limitation on illiquid securities.
U.S. Government Obligations. The U.S. Treasury Obligations Fund will invest
exclusively in bills, notes and bonds issued or guaranteed by the U.S. Treasury
or agency obligations which are also supported by the full faith and credit of
the U.S. government. Each of the other Funds may invest in such obligations and
in other obligations issued or guaranteed by the U.S. government, its agencies
and instrumentalities. Such other obligations may include those which are
supported by the full faith and credit of the U.S. government; others which are
supported by the right of the issuer to borrow from the Treasury; others which
are supported by the discretionary authority of the U.S. government to purchase
the agency's obligations; and still others which are supported only by the
credit of the instrumentality. No assurance can be given that the U.S.
government would provide financial support to U.S. government-sponsored agencies
and instrumentalities if it is not obligated to do so by law. A Fund will invest
in the obligations of such agencies and instrumentalities only when SBCL
believes that the credit risk with respect thereto is minimal.
U.S. Government Securities. U.S. government securities include obligations
issued or guaranteed as to payment of principal and interest by the full faith
and credit of the U.S. government, such as Treasury bills, notes, bonds and
certificates of indebtedness, and obligations issued or guaranteed by the
agencies or instrumentalities of the U.S. government, but not supported by such
full faith and credit. Obligations of certain agencies and instrumentalities of
the U.S. government, such as GNMA and the Export-Import Bank of the United
States, are supported by the full faith and credit of the U.S. Treasury; others,
such as those of FNMA, are supported by the right of the issuer to borrow from
the Treasury; others are supported by the discretionary authority of the U.S.
government to purchase the agency's obligations; still others, such as those of
the Federal Farm Credit Banks, or the Federal Home Loan Mortgage Corporation,
are supported only by the credit of the instrumentality. No assurance can be
given that the U.S. government would provide financial support to U.S.
government-sponsored agencies or instrumentalities if it is not obligated to do
so by law.
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U.S. government securities may include mortgage-backed pass-through
securities. Interest and principal payments (including prepayments) on the
mortgages underlying such securities are passed through to the holders of the
security. Prepayments occur when the borrower under an individual mortgage
repays the remaining principal before the mortgage's scheduled maturity date. As
a result of the pass-through of prepayments of principal on the underlying
securities, mortgage-backed pass-through securities are often subject to more
rapid prepayments of principal than their stated maturity would indicate.
Because the prepayment characteristics of the underlying mortgages vary, it is
not possible to predict accurately the realized yield or average life of a
particular issue of pass-through certificates. Prepayments are important because
of their effect on the yield and price of the securities. During periods of
declining interest rates, such prepayments can be expected to accelerate, and
the Funds would be required to reinvest the proceeds at the lower interest rates
then available. In addition, prepayments of mortgages which underlie securities
purchased at a premium may not have been fully amortized at the time the
obligation is repaid. As a result of these principal prepayment features,
mortgage-backed pass-through securities are generally more volatile investments
than other U.S. government securities.
"Zero coupon" U.S. government securities also tend to be more volatile than
other types of U.S. government securities. Zero coupon securities are debt
instruments that do not pay current interest and are typically sold at prices
greatly discounted from par value. The return on a zero coupon obligation, when
held to maturity, equals the difference between the par value and the original
purchase price.
Variable Amount Master Demand Notes. Variable amount master demand notes,
in which the Funds, except for the U.S. Treasury Obligations Fund, may invest
are unsecured demand notes that permit the indebtedness thereunder to vary and
provide for periodic adjustments in the interest rate according to the terms of
the instrument. They are also referred to as variable rate demand notes. Because
these notes are direct lending arrangements between the Fund and the issuer,
they are not normally traded. Although there may be no secondary market in the
notes, the Fund may demand payment of principal and accrued interest at any time
or during specified periods not exceeding one year, depending upon the
instrument involved, and may resell the note at any time to a third party. The
absence of such an active secondary market, however, could make it difficult for
a Fund to dispose of a variable amount master demand note if the issuer
defaulted on its payment obligations or during periods when the Fund is not
entitled to exercise their demand rights, and a Fund could, suffer a loss to the
extent of the default. While the notes are not typically rated by credit rating
agencies, issuers of variable amount master demand notes must satisfy the
criteria for commercial paper. SBCL will consider the earning power, cash flow,
and other liquidity ratios of the issuers of such notes and will continuously
monitor their financial status and ability to meet payment on demand. Where
necessary to ensure that a note is of "high quality," a Fund will require that
the issuer's obligation to pay the principal of the note be backed by an
unconditional bank letter or line of credit, guarantee or commitment to lend. In
determining dollar-weighted average portfolio maturity, a variable amount master
demand note will be deemed to have a
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maturity equal to the period of time remaining until the principal amount can be
recovered from the issuer through demand.
Variable and Floating Rate Notes. The Funds, other than the U.S. Treasury
Obligations Fund, may acquire variable and floating rate notes, subject to each
Fund's investment objective, policies, and restrictions. A variable rate note is
one whose terms provide for the adjustment of its interest rate on set dates and
which, upon such adjustment, can reasonably be expected to have a market value
that approximates its par value. A floating rate note is one whose terms provide
for the adjustment of its interest rate whenever a specified interest rate
changes and which, at any time, can reasonably be expected to have a market
value that approximates its par value. Such notes are frequently not rated by
credit rating agencies; however, unrated variable and floating rate notes
purchased by a Fund will be determined by SBCL under guidelines established by
the Board of Trustees to be of comparable quality at the time of purchase to
rated instruments eligible for purchase under a Fund's investment policies. In
making such determinations, SBCL will consider the earning power, cash flow and
other liquidity ratios of the issuers of such notes (such issuers include
financial, merchandising, bank holding and other companies) and will
continuously monitor their financial condition. Although there may be no active
secondary market with respect to a particular variable or floating rate note
purchased by a Fund, it may resell a note at any time to a third party. The
absence of an active secondary market, however, could make it difficult for a
Fund to dispose of a variable or floating rate note in the event the issuer of
the note defaulted on its payment obligations and a Fund could, as a result or
for other reasons, suffer a loss to the extent of the default. Variable or
floating rate notes may be secured by bank letters of credit.
For purposes of the Money Market Funds, the maturities of the variable and
floating rate notes will be determined in accordance with Rule 2a-7 under the
1940 Act.
When-Issued Securities. Each Fund may purchase securities on a when-issued
basis and may purchase and sell securities on a forward commitment basis (i.e.,
for delivery beyond the normal settlement date at a stated price and yield),
including "TBA" (to be announced) purchase commitments. When a Fund agrees to
purchase securities on a when-issued or forward commitment basis, the Fund's
custodian will set aside cash or liquid portfolio securities equal to the amount
of the commitment in a separate account. Normally, the custodian will set aside
portfolio securities to satisfy the purchase commitment, and in such a case, a
Fund may be required subsequently to place additional assets in the separate
account in order to assure that the value of the account remains equal to the
amount of the Fund's commitment. It may be expected that any such Fund's net
assets will fluctuate to a greater degree when it sets aside portfolio
securities to cover such purchase commitments than when it sets aside cash.
When a Fund engages in when-issued or forward commitment transactions, it
relies on the seller to consummate the trade. Failure of the seller to do so may
result in the Fund
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incurring a loss or missing the opportunity to obtain a price considered to be
advantageous. In addition, the purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of the security to
be purchased declines prior to the settlement date. Each of the Funds does not
intend to purchase when-issued securities for speculative purposes but only in
furtherance of its investment objective.
Investment Restrictions
For each Fund the following investment restrictions are fundamental and
cannot be changed without approval of the holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of that Fund.
1. The Fund may lend or borrow money to the extent permitted by the 1940
Act or the rules or regulations thereunder, as such statute, rules or
regulations may be amended from time to time.
2. The Fund may pledge, mortgage or hypothecate any of its assets to the
extent permitted by the 1940 Act or the rules or regulations thereunder, as
such statute, rules or regulations may be amended from time to time.
3. The Fund may issue senior securities to the extent permitted by the 1940
Act or the rules or regulations thereunder, as such statute, rules or
regulations may be amended from time to time.
4. The Fund may purchase securities of any issuer only when consistent with
the maintenance of its status as a diversified company under the 1940 Act
or the rules or regulations thereunder, as such statute, rules or
regulations may be amended from time to time.
5. The Fund may not concentrate investments in a particular industry or
group of industries as concentration is defined under the 1940 Act, or the
rules or regulations thereunder, as such statute, rules or regulations may
be amended from time to time.
6. The Fund may underwrite securities to the extent permitted by the 1940
Act or the rules or regulations thereunder, as such statute, rules or
regulations may be amended from time to time.
7. The Fund may purchase or sell commodities, commodities contracts,
futures contracts, or real estate to the extent permitted by the 1940 Act
or the rules or regulations thereunder, as such statute, rules or
regulations may be amended from time to time.
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Additional Information Regarding Fundamental Investment Restrictions
The fundamental investment restrictions limit a Fund's ability to engage in
certain investment practices and purchase securities to the extent permitted by,
or consistent with, the 1940 Act. Relevant limitations of the 1940 Act are
described below. Each Fund may be subject to more restrictive non-fundamental
investment policies. Non-fundamental investment policies may be changed by the
Board of Trustees.
The following 1940 Act descriptions are to assist the investor in
understanding the fundamental restrictions above, and are not themselves
fundamental.
Fundamental investment restriction (1). The 1940 Act presently limits a
Fund's ability to borrow to one-third of the value of its total assets.
Borrowing by a Fund allows it to leverage its portfolio, which exposes it to
certain risks. Leveraging exaggerates the effect of any increase or decrease in
the value of portfolio securities on a Fund's net asset value, and money
borrowed will be subject to interest costs (which may include commitment fees
and/or the cost of maintaining minimum average balances) which may or may not
exceed the interest received from the securities purchased with borrowed funds.
The 1940 Act also restricts the ability of any mutual fund to lend. Under
the 1940 Act, a Fund may only make loans if expressly permitted to do so by the
Fund's investment policies, and a Fund may not make loans to persons who control
or are under common control with the Fund. Thus, the 1940 Act effectively
prohibits a Fund from making loans to certain persons when conflicts of interest
or undue influence are most likely present. The Funds may, however, make other
loans which if made would expose shareholders to certain additional risks.
Fundamental investment restriction (2). The 1940 Act limits a Fund's
ability to pledge, mortgage or hypothecate its assets to one-third of its
assets. To the extent that pledged assets are encumbered for more than seven
days such assets would be considered illiquid and, therefore, each Fund's use of
such techniques would be limited to 15% of its net assets (10% for the Money
Market Funds).
Fundamental investment restriction (3). The ability of a mutual fund to
issue senior securities is severely circumscribed by complex regulatory
constraints under the 1940 Act that restrict, for instance, the amount, timing,
and form of senior securities that may be issued. Because portfolio management
techniques involving the issuance of senior securities, such as the purchase of
securities on margin, short sales, or the writing of puts on portfolio
securities, are all techniques that involve the leveraging of a portfolio and
would not be consistent with the current SEC rules governing Money Market Funds.
Fundamental investment restriction (4). Under Section 5(b) of the 1940 Act,
an investment company is diversified if, as to 75% of its total assets, no more
than 5% of the
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value of its total assets is invested in the securities of a single issuer and
no more than 10% of the issuer's voting securities is held by the investment
company. However, each of the Funds is subject to the "per issuer"
diversification requirements of the Internal Revenue Code of 1986 ("Code") at
the Fund's tax quarter-ends. Under the Code, the 5% "per issuer" limit is
applied only to 50% of a Fund's total assets (not 75% of total assets as under
the 1940 Act). However, no single issuer can exceed 25% of a Fund's total assets
under the Code as well.
Fundamental investment restriction (5). "Concentration" is interpreted
under the 1940 Act to mean investment of 25% or more of a Fund's total assets in
a single industry. If a Fund were to "concentrate" its investments in a narrow
industry, investors would be exposed to greater risks because the Fund's
performance would be largely dependent on that segment's performance. None of
the Funds have reserved the right to concentrate in any industry.
Fundamental investment restriction (6). The 1940 Act prohibits a
diversified mutual fund from underwriting securities in excess of 25% of its
total assets.
Fundamental investment restriction (7). This restriction would permit
investment in commodities, commodities contracts, futures contracts, or real
estate to the extent permitted under the 1940 Act. However, it is unlikely, that
the Funds would make such investments. Each Fund would like the ability to
consider using these investment techniques in the future. Commodities, as
opposed to commodity futures, represent the actual underlying bulk goods, such
as grains, metals and food stuffs. Real estate-related instruments include real
estate investment trusts, commercial and residential mortgage-backed securities,
and real estate financings, and such instruments are generally sensitive to
factors such as changes in real estate values and property taxes, interest
rates, cash flow of underlying real estate assets, overbuilding, and the
management skill and creditworthiness of the issuer. Given the Funds' proposed
investment objective, the Funds do not expect to invest in these types of
investments; however, if a Fund did so invest, it would be exposed to these
types of risks associated with the underlying security.
Portfolio Turnover
The portfolio turnover rate for each Fund is calculated by dividing the
lesser of a Fund's purchases or sales of portfolio securities for the year by
the monthly average value of the portfolio securities. The calculation excludes
all securities whose maturities at the time of acquisition were one year or
less. High portfolio turnover rates will generally result in higher transaction
costs to the Funds and may result in higher levels of taxable realized gains to
a Fund's shareholders. The portfolio turnover rate may vary greatly from year to
year as well as within a particular year, and may also be affected by cash
requirements for redemptions of Shares. Portfolio turnover will not be a
limiting factor in making investment decisions.
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Because securities with maturities of less than one year are excluded from
the calculation of the portfolio turnover rate, the portfolio turnover rate for
each Money Market Fund is expected to be zero for regulatory and reporting
purposes.
VALUATION
The net asset value of each Fund other than the Money Market Funds is
determined and its Shares are priced as of the close of regular trading of the
NYSE (generally 4:00 p.m. Eastern time) on each Business Day ("Valuation
Times"). The net asset value of each Money Market Fund is determined and its
Shares are priced as of 1:00 p.m. (Eastern time) and as of the close of regular
trading of the NYSE (generally 4:00 p.m., Eastern time) on each Business Day.
For each Money Market Fund, as used herein a "Business Day" constitutes (i) any
day on which the Federal Reserve Bank is open and the NYSE is open for trading
and (ii) any other day (other than a day during which no Shares are tendered for
redemption and no orders to purchase Shares are received) during which there is
sufficient trading in a Fund's portfolio instruments that the Fund's net asset
value per share might be materially affected. For each other fund, a Business
Day is (i) any day on which the NYSE is open for trading and (ii) any other day
(other than a day during which no Shares are tendered for redemption and no
orders to purchase Shares are received) during which there is sufficient trading
in a Fund's portfolio instruments that the Fund's net asset value per share
might be materially affected. Net asset value per Share for purposes of pricing
sales and redemptions is calculated by determining the value of the class's
proportional interest in the securities and other assets of a Fund, less (i)
such class's proportional share of general liabilities and (ii) the liabilities
allocable only to such class, and dividing such amount by the number of relevant
class Shares outstanding. Currently, the NYSE is closed on the customary
national business holidays of New Year's Day, Martin Luther King, Jr., Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
Valuation of the Money Market Funds
The Money Market Funds use the amortized cost method of valuing their
securities. This involves valuing an instrument at its cost initially and
thereafter 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. This method may result in periods during which value,
as determined by amortized cost, is higher or lower than the price each Money
Market Fund would receive if it sold the instrument. The value of each Money
Market Fund's securities can be expected to vary inversely with changes in
prevailing interest rates.
Pursuant to Rule 2a-7, each Money Market Fund will maintain a
dollar-weighted average portfolio maturity appropriate to its objective of
maintaining a stable net asset value per Share, provided that the Fund will not
purchase any security with a remaining maturity of more than thirteen months
(securities subject to repurchase agreements may bear longer
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maturities) nor maintain a dollar-weighted average portfolio maturity which
exceeds 90 days. The Board of Trustees has also undertaken to establish
procedures reasonably designed, taking into account current market conditions
and each Money Market Fund's investment objective, to stabilize the net asset
value per Share for purposes of sales and redemptions at $1.00. These procedures
include review by the Trustees, at such intervals as they deem appropriate, to
determine the extent, if any, to which the net asset value per Share deviates
from $1.00 per Share. In the event such deviation exceeds one-half of one
percent, Rule 2a-7 requires the Board of Trustees to promptly consider what
action, if any, should be initiated. If the Board of Trustees determines that
the deviation from a $1.00 price per Share may result in material dilution or
other unfair results to Shareholders, it will take the appropriate steps to
eliminate or reduce these consequences to the extent reasonably practicable.
These steps may include selling portfolio instruments prior to maturity in order
to realize capital gains or losses to shorten the average portfolio maturity,
adjusting or withholding dividends or utilizing a net asset value per Share
determined by using available market quotations.
Valuation of the Investment Grade Bond Fund, the Global Asset Allocation Fund
and the Equity Fund
Portfolio securities for which market quotations are readily available are
valued based upon their current available bid prices in the principal market
(closing sales prices if the principal market is an exchange) in which such
securities are normally traded. Unlisted securities for which market quotations
are readily available will be valued at the current quoted bid prices. Other
securities and assets for which quotations are not readily available, including
restricted securities and securities purchased in private transactions, are
valued at their fair market value in SBCL's best judgment under procedures
established by, and under the supervision of the Eureka of Trustees. A Fund will
value its investments in mutual funds securities at the redemption price, which
is net asset value.
Among the factors considered in valuing portfolio securities held by the
Funds, are the existence of restrictions upon the sale of the security by the
Fund, the absence of a market for the security, the extent of any discount in
acquiring the security, the estimated time during which the security will not be
freely marketable, the expenses of registering or otherwise qualifying the
security for public sale, underwriting commissions if underwriting would be
required to effect a sale, the current yields on comparable securities for debt
obligations traded independently of any equity equivalent, changes in the
financial condition and prospects of the issuer, and any other factors affecting
fair market value. In making valuations, opinions of counsel may be relied upon
as to whether or not securities are restricted securities and as to the legal
requirements for public sale.
The Eureka Funds may use a pricing service to value certain portfolio
securities where the prices provided are believed to reflect the fair market
value of such securities. A pricing service would normally consider such factors
as yield, risk, quality, maturity, type of issue, trading characteristics,
special circumstances and other factors it deems relevant in determining
B-23
<PAGE> 120
valuations of normal institutional trading units of debt securities and would
not rely exclusively on quoted prices. The methods used by the pricing service
and the valuations so established will be reviewed by the Eureka Funds under the
general supervision of the Board of Trustees. Several pricing services are
available, one or more of which may be used by SBCL from time to time.
Investments in debt securities with remaining maturities of 60 days or less
may be valued based upon the amortized cost method.
Valuation of International Securities
Valuation of securities of foreign issuers is as follows: to the extent
sale prices are available, securities which are traded on a recognized stock
exchange, whether U.S. or foreign, are valued at the last sale price on that
exchange prior to the time when assets are valued or prior to the close of
regular trading hours on the NYSE. In the event that there are no sales, the
means between the last available bid and asked prices will be used. If a
security is traded on more than one exchange, the last sale price on the
exchange where the stock is primarily traded is used. An option or futures
contract is valued at the last sales price prior to 4:00 p.m. Eastern time, as
quoted on the principal exchange or board of trade on which such option or
contract is traded, or in the absence of a sale, the mean between the last bid
and asked prices prior to 4:00 p.m. Eastern time. In the event that application
of these methods of valuation results in a price for a security which is deemed
not to be representative of the market value of such security, the security will
be valued by, under the direction of or in accordance with a method specified by
the Board of Trustees as reflecting fair value. The amortized cost method of
valuation will be used with respect to debt obligations with sixty days or less
remaining to maturity unless SBCL under the supervision of the Board of Trustees
determines such method does not represent fair value. All other assets and
securities held by the Fund (including restricted securities) are valued at fair
value as determined in good faith by the Board of Trustees or by someone under
its direction. Any assets which are denominated in a foreign currency are
translated into U.S. dollars at the prevailing market rates.
Certain of the securities acquired by the Global Asset Allocation Fund may
be traded on foreign exchanges or over-the-counter markets on days on which the
Fund's net asset value is not calculated. In such cases, the net asset value of
the Fund's shares may be significantly affected on days when investors can
neither purchase nor redeem shares of the Fund.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Each class of Shares of the Funds are sold on a continuous basis by BISYS
Fund Services Limited Partnership d/b/a/ BISYS Fund Services. In addition to
purchasing Shares directly from BISYS Fund Services, Class A or Trust Shares may
be purchased through procedures established by BISYS Fund Services in connection
with the requirements of
B-24
<PAGE> 121
accounts at SBCL, or SBCL's affiliated or correspondent banks. Customers
purchasing Shares of the Eureka Funds may include officers, directors, employees
of SBCL or SBCL's affiliated or correspondent banks, employees of BISYS Fund
Services or Trustees of the Eureka Funds.
Matters Affecting Redemption
The Eureka Funds may suspend the right of redemption or postpone the date
of payment for Shares during any period when (a) trading on the NYSE is
restricted by applicable rules and regulations of the Securities and Exchange
Commission, (b) the NYSE is closed for other than customary weekend and holiday
closings, (c) the Securities and Exchange Commission has by order permitted such
suspension, or (d) an emergency exists as a result of which (i) disposal by the
Eureka Funds of securities owned by it is not reasonably practical or (ii) it is
not reasonably practical for the Company to determine the fair market value of
its total net assets.
The Eureka Funds may redeem any class of Shares involuntarily if redemption
appears appropriate. See "Valuation of the Money Market Funds" above.
ADDITIONAL TAX INFORMATION
General
It is the policy of each of the Funds to qualify for the favorable tax
treatment accorded regulated investment companies (a "RIC") under Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"). By qualifying as
a RIC, each Funds expects to eliminate or reduce to a nominal amount its federal
income taxes.
In order to qualify as a RIC, a Fund must (a) derive at least 90% of its
gross income from dividends, interest, payments with respect to certain
securities loans, and gains from the sale of stock, securities, and foreign
currencies, or other income (including but not limited to gains from options,
futures, or forward contracts) derived with respect to its business of investing
in such stock, securities, or currencies; (b) derive less than 30% of its gross
income from the sale or other disposition of certain assets (including stocks
and securities) held for less than three months; (c) distribute each year at
least 90% of its dividend, interest (including tax-exempt interest), and certain
other income and the excess, if any, of its net short-term capital gains over
its net long-term capital losses; and (d) diversify its holdings so that, at the
end of each fiscal quarter (i) at least 50% of the market value of its assets is
represented by cash, cash items, U.S. government securities, securities of other
RICs, and other securities, limited in respect of any one issuer to a value not
greater than 5% of the value of the Fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the securities (other than those of the U.S.
government or other
B-25
<PAGE> 122
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. The 30%
of gross income test described above may restrict a Fund's ability to sell
certain assets held (or considered under Code rules to have been held) for less
than three months and to engage in certain hedging transactions (including
hedging transactions in options and futures) that in some circumstances could
cause certain Fund assets to be treated as held for less than three months.
A non-deductible excise tax is imposed on RICs that do not distribute in
each calendar year (regardless of whether they have a non-calendar taxable year)
an amount equal to 98% of their "ordinary income" (as defined) for the calendar
year plus 98% of their capital gain net income for the 1-year period ending on
October 31 of such calendar year plus any undistributed amounts from prior
years. For the foregoing purposes, a Fund is treated as having distributed any
amount on which it is subject to income tax for any taxable year ending in such
calendar year. If distributions during a calendar year by a Fund were less than
the required amount, the Fund would be subject to a non-deductible excise tax
equal to 4% of the deficiency.
Each Fund will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of taxable dividends and other distributions paid to any
Shareholder who has provided either an incorrect taxpayer identification number
or no number at all, who is subject to withholding by the Internal Revenue
Service for failure properly to report payments of interest or dividends, or who
fails to provide a certified statement that he or she is not subject to "backup
withholding."
A Fund's transactions in futures contracts, options, and
foreign-currency-denominated securities, and certain other investment and
hedging activities of the Fund, will be subject to special tax rules (including
"mark-to-market," "straddle," "wash sale," and "short sale" rules), the effect
of which may be to accelerate income to the Fund, defer losses to the Fund,
cause adjustments in the holding periods of the Fund's assets, convert
short-term capital losses into long-term capital losses, and otherwise affect
the character of the Fund's income. These rules could therefore affect the
amount, timing, and character of distributions to Shareholders. Income earned as
a result of these transactions would, in general, not be eligible for the
dividends received deduction or for treatment as exempt-interest dividends when
distributed to Shareholders. The Funds will endeavor to make any available
elections pertaining to these transactions in a manner believed to be in the
best interest of the Funds.
Investment by the Fund in "passive foreign investment companies" could
subject the Fund to federal income tax or other charge on the proceeds from the
sale of its investment in such a company; however, this tax can be avoided by
making an election to mark such investments to market annually or to treat the
passive foreign investment company as a "qualified electing fund."
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<PAGE> 123
A "passive foreign investment company" is any foreign corporation: (i) 75
percent or more of the income of which for the taxable year is passive income,
or (ii) the average percentage of the assets of which (generally by value, but
by adjusted tax basis in certain cases) that produce or are held for the
production of passive income is at least 50 percent. Generally, passive income
for this purpose means dividends, interest (including income equivalent to
interest), royalties, rents, annuities, the excess of gains over losses from
certain property transactions and commodities transactions, and foreign currency
gains. Passive income for this purpose does not include rents and royalties
received by the foreign corporation from active business and certain income
received from related persons.
Although each Fund expects to qualify as a RIC and to be relieved of all or
substantially all Federal income taxes, depending upon the extent of their
activities in states and localities in which their offices are maintained, in
which their agents or independent contractors are located, or in which they are
otherwise deemed to be conducting business, the Funds may be subject to the tax
laws of such states or localities. If for any taxable year a Fund does not
qualify for the special federal tax treatment afforded a RIC, all of its taxable
income will be subject to federal income tax at regular corporate rates at the
Fund level (without any deduction for distributions to its Shareholders). In
addition, distributions to Shareholders will be taxed as ordinary income even if
the distributions are attributable to capital gains or exempt interest earned by
the Fund.
Information set forth in the Prospectuses and this Statement of Additional
Information which relates to federal taxation is only a summary of some of the
important federal tax considerations generally affecting purchasers of Shares of
the Funds. No attempt has been made to present a detailed explanation of the
federal income tax treatment of a Fund or its Shareholders and this discussion
is not intended as a substitute for careful tax planning. Accordingly, potential
purchasers of Shares of a Fund are urged to consult their tax advisers. In
addition, the tax discussion in the Prospectuses and this Statement of
Additional Information is based on tax laws and regulations which are in effect
on the date of the Prospectuses and this Statement of Additional Information;
such laws and regulations may be changed by legislative or administrative
action.
Additional Tax Information Concerning the Global Asset Allocation Fund
Special rules govern the federal income tax treatment of the portfolio
transactions of the Global Asset Allocation Fund that are denominated in terms
of a currency other than the U.S. dollar or determined by reference to the value
of one or more currencies other than the U.S. dollar. The types of transactions
covered by the special rules include the following: (i) the acquisition of, or
becoming the obligor under, a bond or other debt instrument (including, to the
extent provided in Treasury regulations, certain preferred stock); (ii) the
accruing of certain trade receivables and payables; (iii) the entering into or
acquisition of any forward contract or similar financial instruments; and (iv)
the entering into or acquisition of any futures contract, option or similar
financial instrument, if such instrument is not marked-to-market.
B-27
<PAGE> 124
The disposition of a currency other than the U.S. dollar by a U.S. taxpayer also
is treated as a transaction subject to the special currency rules. With respect
to such transactions, foreign currency gain or loss is calculated separately
from any gain or loss on the underlying transaction and is normally taxable as
ordinary gain or loss. A taxpayer may elect to treat as capital gain or loss
foreign currency gain or loss arising from certain identified forward contracts
that are capital assets in the hands of the taxpayer and which are not part of a
straddle ("Capital Asset Election"). In accordance with Treasury regulations,
certain transactions with respect to which the taxpayer has not made the Capital
Asset Election and that are part of a "988 hedging transaction" (as defined in
the Code and the Treasury regulations) are integrated and treated as a single
transaction or otherwise treated consistently for purposes of the Code. "988
hedging transactions" (as identified by such Treasury regulations) are not
subject to the market-to-market or loss deferral rules under the Code. Some of
the non-U.S. dollar-denominated investments that the Fund may make (such as
non-U.S. dollar-denominated debt securities and obligations and preferred stock)
and some of the foreign currency contracts the Fund may enter into will be
subject to the special currency rules described above. Gain or loss attributable
to the foreign currency component of transactions engaged in by a Fund which is
not subject to the special currency rules (such as foreign equity investments
other than certain preferred stocks) will be treated as capital gain or loss and
will not be segregated from the gain or loss on the underlying transaction.
In addition, certain forward foreign currency contracts held by the Fund at
the close of the Fund's taxable year will be subject to "mark-to-market"
treatment. If the Fund makes the Capital Asset Election with respect to such
contracts, any gain or loss with respect to the contract shall be treated as
short-term capital gain or loss, to the extent of 40% of such gain or loss, and
long-term capital gain or loss, to the extent of 60% of such gain or loss.
Otherwise, such gain or loss will be ordinary in nature. To receive such federal
income tax treatment, a foreign currency contract must meet the following
conditions: (1) the contract must require delivery of a foreign currency of a
type in which regulated futures contracts are traded or upon which the
settlement value of the contract depends; (2) the contract must be entered into
at arm's length at a price determined by reference to the price in the interbank
market; and (3) the contract must be traded in the interbank market. The
Treasury Department has broad authority to issue regulations under these
provisions respecting foreign currency contracts. Forward foreign currency
contracts entered into by the Fund also may result in the creation of one or
more straddles for federal income tax purposes, in which case certain loss
deferral, short sales, and wash sales rules and requirements to capitalize
interest and carrying charges may apply.
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<PAGE> 125
MANAGEMENT OF THE EUREKA FUNDS
Trustees and Officers
The Trustees and officers of each Fund, their current addresses, and
principal occupations during the past five years are as follows (if no address
is listed, the address is 3435 Stelzer Road, Columbus, Ohio 43219):
<TABLE>
<CAPTION>
Position with the
Name/Age Eureka Funds Principal Occupation
- -------- ------------ --------------------
<S> <C> <C>
Larry D. Layne* Trustee; Chairman of the Group Executive Vice President/Head
56 Board Relationship Banking Group - Sanwa
Bank California, 1992-Present
Masaki "Mike" Horioka* Trustee Senior Vice President, Office of the
42 President - Sanwa Bank California,
1996-Present; General Manager of
Planning and Administration Department
- Sanwa Investment Trust Management
Co., Ltd., 1993-1996
Donald H. Livingstone Trustee Professor - Marriott School of Business,
55 1994-1997; Director -
Center for Entrepreneurship, 1994-1997;
Partner - Arthur Andersen LLP, 1976-
1995
Walter F. Beran Trustee Chairman - Pacific Alliance Group,
71 Present; Chairman - Optimatrix Health Solutions, Inc.,
Present; Board Member - ARCO Chemical Company,
Present; Board Member - Compensation Resource Group,
Present; Board Member - Fleetwood Enterprises, Inc.,
Present; Board Member - Pacific Scientific Company,
Present; Board Member - Vencor, Inc.,
Present; Retired - Ernst & Whinney, 1986
</TABLE>
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<PAGE> 126
<TABLE>
<CAPTION>
Position with the
Name/Age Eureka Funds Principal Occupation
- -------- ------------ --------------------
<S> <C> <C>
David L. Buell Trustee Principal Organizer - Prime Bank
61 (Expected to open in 1998), Present;
Owner (50%) - Prime, LLC, 1996- Present;
Founder, Chairman & CEO -Metrobank, 1978-1996
Irimga McKay President Senior Vice President, July 1993 to
37 date, prior thereto First Vice
President of the Administrator and Distributor,
November 1988 to July 1993;
Regional Vice President, Continental Equities,
June 1987 to November 1988;
Assistant Wholesaler, VMS Realty Partners
(a real estate limited partnership),
May 1986 to June 1987
Greg Maddox Vice President Director of BISYS Fund Services,
29 1991-Present
Eileen Walther Vice President Vice President of Accounting Services of
44 BISYS Fund Services (1996-Present);
Assistant Vice President of Templeton
International (1984-1995)
Thresa Dewar Secretary Vice President/Treasurer of
43 Administration and Regulatory Services
of BISYS Fund Services (1997-Present);
President, Healthy You Food Market of
Marco, Inc. (1994-1997); Vice President
and controller, Federated Administrative
Services
Martin R. Dean Treasurer Vice President of Administration and
34 Regulatory Services of BISYS Fund
Services (1994-Present); Senior Manger,
KPMG Peat Marwick LLP (1987-1994)
Alaina V. Metz Assistant Secretary Chief Administrative Officer of BISYS
30 Fund Services - Blue Sky compliance
(1995-Present); Alliance Capital
Management, L.P. (1989-1995)
</TABLE>
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<PAGE> 127
The officers of the Eureka Funds receive no compensation directly from the
Eureka Funds for performing the duties of their offices. BISYS Fund Services
receives fees from the Eureka Funds for acting as Administrator and BISYS Fund
Services, Inc. receives fees from the Eureka Funds for acting as Transfer Agent
and for providing fund accounting services to the Eureka Funds.
COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
Total
Pension or Compensation
Aggregate Retirement Estimated from the
Compensation Benefits Accrued Annual Eureka
from the Eureka as Part of Fund Benefits upon Funds Paid to
Name of Person, Position Funds Expenses Retirement Directors
- ------------------------ --------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
Walter F. Beran, Trustee $15,000 None None $15,000
======= =======
David L. Buell, Trustee $15,000 None None $15,000
======= =======
Donald H. Livingstone, $15,000 None None $15,000
======= =======
Trustee
Larry Layne, Trustee -0- None None -0-
Masaki Horioka, Trustee -0- None None -0-
</TABLE>
(1) Compensation figures are estimates for the fiscal year ending on
September 30, 1998.
Investment Adviser
Investment advisory and management services are provided to each Fund by
SBCL pursuant to an Investment Advisory Agreement ("Advisory Agreement") dated
October 21, 1997.
The Advisory Agreement provides that SBCL shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Eureka Funds in
connection with the performance of such Advisory Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of SBCL in the performance of its duties,
or from reckless disregard by SBCL of its duties and obligations thereunder.
The Advisory Agreement will continue in effect until October 31, 1999 as to
each of the Funds and from year to year if such continuance is approved at least
annually by the Eureka Funds' Board of Trustees or by vote of the holders of a
majority of the outstanding
B-31
<PAGE> 128
Shares of that Fund (as defined under "GENERAL INFORMATION - Miscellaneous").
The Advisory Agreement is terminable as to a particular Fund at any time upon 60
days written notice without penalty by the Trustees, by vote of the holders of a
majority of the outstanding Shares of that Fund, or by SBCL. The Advisory
Agreement also terminates automatically in the event of any assignment, as
defined in the 1940 Act.
Portfolio Transactions
Pursuant to the Advisory Agreement, SBCL determines, subject to the general
supervision of the Board of Trustees and in accordance with each Fund's
investment objective and restrictions, which securities are to be purchased and
sold by a Fund, and which brokers are to be eligible to execute portfolio
transactions. Purchases and sales of portfolio securities with respect to the
Funds usually are principal transactions in which portfolio securities are
purchased directly from the issuer or from an underwriter or market maker for
the securities. Purchases from underwriters of portfolio securities generally
include (but not in the case of mutual fund shares purchased by the Funds) a
commission or concession paid by the issuer to the underwriter and purchases
from dealers serving as market makers may include the spread between the bid and
asked price. Transactions on stock exchanges involve the payment of negotiated
brokerage commissions. Transactions in the over-the-counter market are generally
principal transactions with dealers. With respect to the over-the-counter
market, the Eureka Funds, where possible, will deal directly with dealers who
make a market in the securities involved unless better price and execution are
available elsewhere. While SBCL generally seeks competitive spreads or
commissions, the Eureka Funds may not necessarily pay the lowest spread or
commission available on each transaction, for reasons discussed below.
Allocation of transactions, including their frequency, to various dealers
is determined by SBCL in its best judgment and in a manner deemed fair and
reasonable to Shareholders. The major consideration in allocating brokerage
business is the assurance that the best execution is being received on all
transactions. Brokerage will at times be allocated to firms that supply
research, statistical data and similar services when the terms of the
transaction and the capabilities of different broker/dealers are consistent with
the guidelines set forth in Section 28(e) of the Securities Exchange Act of
1934. Information so received is in addition to, and not in lieu of, services
required to be performed by SBCL and does not reduce the advisory fees payable
to SBCL. Such information may be useful to SBCL in serving both the Eureka Funds
and other clients and, conversely, supplemental information obtained by the
placement of business of other clients may be useful to SBCL in carrying out its
obligations to the Eureka Funds.
Except as otherwise disclosed to the Shareholders of the Funds and as
permitted by applicable rules and regulations, SBCL will not execute portfolio
transactions on behalf of the Funds through, acquire portfolio securities issued
by, make savings deposits in, or enter into repurchase or reverse repurchase
agreements with SBCL, BISYS Fund Services, or their affiliates, and will not
give preference to SBCL's correspondents with respect to such
B-32
<PAGE> 129
transactions, securities, savings deposits, repurchase agreements, and reverse
repurchase agreements.
Investment decisions for each Fund are made independently from those for
the other Funds or any other investment company or account managed by SBCL.
Other investment companies or accounts may also invest in the same securities as
the Eureka Funds. When a purchase or sale of the same security is made at
substantially the same time on behalf of a Fund and another Fund of the Eureka
Funds, investment company or account, the transaction will be averaged as to
price and available investments will be allocated as to amount in a manner which
SBCL believes to be equitable to the Fund(s) and such other investment company
or account. In some instances, this investment procedure may adversely affect
the price paid or received by a Fund or the size of the position obtained by a
Fund. To the extent permitted by law, SBCL may aggregate the securities to be
sold or purchased for a Fund with those to be sold or purchased for the other
Funds or for other investment companies or accounts in order to obtain best
execution. As provided by the Advisory Agreement, in making investment
recommendations for the Eureka Funds, SBCL will not inquire or take into
consideration whether an issuer of securities proposed for purchase or sale by
the Eureka Funds is a customer of SBCL or their parents, subsidiaries, or
affiliates, and, in dealing with their customers, SBCL and their parents,
subsidiaries, and affiliates will not inquire or take into consideration whether
securities of such customers are held by the Eureka Funds.
In determining when and to what extent to use Sanwa Securities (USA)
Company LP, Sanwa Futures LLC or any other affiliated broker-dealer as its
broker for executing orders for the Funds on securities exchanges, SBCL will
consider (if relevant) whether the compensation to be paid Sanwa Securities
(USA) Company LP, Sanwa Futures LLC or any other affiliated broker-dealer will
be (i) fair and reasonable, (ii) at least as favorable to the Funds as
commissions that would be charged by other qualified brokers having comparable
execution capabilities and (iii) at least as favorable as commissions
contemporaneously charged by Sanwa Securities (USA) Company LP, Sanwa Futures
LLC or any other affiliated broker-dealer on comparable transactions for its
most favored unaffiliated customers. The Funds do not consider it practicable or
in the best interests of their shareholders to solicit competitive bids for
commission rates on each transaction. However, the Board of Trustees, including
a majority of the Trustees who are not "interested persons" of Sanwa Securities
(USA) Company LP, Sanwa Futures LLC or any other affiliated broker-dealer within
the meaning of the 1940 Act, (i) has prescribed procedures designed to provide
that the Funds do not pay commissions that do not meet the standards described
above, (ii) reviews those procedures annually to determine whether they remain
adequate and (iii) considers quarterly whether or not the commissions charged by
Sanwa Securities (USA) Company LP, Sanwa Futures LLC or any other affiliated
broker-dealer have met the standards.
Brokerage services Sanwa Securities (USA) Company LP or Sanwa Futures LLC
provides to the Funds are also subject to Rule 11a2-2(T) under the Securities
Exchange Act of 1934, as amended. Rule 11a2-2(T) permits the Funds to use Sanwa
Securities (USA)
B-33
<PAGE> 130
Company LP or Sanwa Futures LLC as a broker provided certain conditions are met.
Among these requirements are that members of the exchange not associated with
Sanwa Securities (USA) Company LP or Sanwa Futures LLC perform the floor
brokerage element of portfolio transactions (that is, execution on the exchange
floor or through use of exchange facilities) that the orders to such members be
transmitted from off the exchange floor and that neither Sanwa Securities (USA)
Company LP, Sanwa Futures LLC nor an associated person of Sanwa Securities (USA)
Company LP or Sanwa Futures LLC participates in the execution of the transaction
after the order has been so transmitted. In connection with transactions in
which Sanwa Securities (USA) Company LP or Sanwa Futures LLC acts as broker for
the Funds, Sanwa Securities (USA) Company LP or Sanwa Futures LLC, while not
permitted to perform floor brokerage (which is undertaken by members Sanwa
Securities (USA) Company LP or Sanwa Futures LLC selects who are not associated
with that firm), still continues to bear principal responsibility for
determining important elements of overall execution such as timing and order
size, and also clears and settles such transactions. Sanwa Securities (USA)
Company LP or Sanwa Futures LLC pays the fees charged by those persons
performing the described floor brokerage elements. Sanwa Securities (USA)
Company LP or Sanwa Futures LLC will not trade directly with the Funds in any
transactions in which Sanwa Securities (USA) Company LP or Sanwa Futures LLC or
an affiliate acts as principal.
Glass-Steagall Act
In 1971, the United States Supreme Court held in Investment Company
Institute v. Camp that the Federal statute commonly referred to as the
Glass-Steagall Act prohibits a bank from operating a mutual fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit such
a holding company or affiliate from acting as investment adviser, transfer
agent, and custodian to such an investment company. In 1981, the United States
Supreme Court held in Board of Governors of the Federal Reserve System v.
Investment Company Institute that the Board did not exceed its authority under
the Holding Company Act when it adopted its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisers to registered closed-end investment companies. In the Board
of Governors case, the Supreme Court also stated that if a bank complied with
the restrictions imposed by the Board in its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisers to investment companies, a bank performing investment
advisory services for an investment company would not violate the Glass-Steagall
Act.
SBCL believes that they possess the legal authority to perform the services
for each Fund contemplated by the Advisory Agreement and described in the
Prospectuses and this Statement of Additional Information and has so represented
in the Advisory Agreement.
B-34
<PAGE> 131
Future changes in either federal or state statutes and regulations relating to
the permissible activities of banks or bank holding companies and the
subsidiaries or affiliates of those entities, as well as further judicial or
administrative decisions or interpretations of present and future statutes and
regulations, could prevent or restrict SBCL from continuing to perform such
services for the Eureka Funds. Depending upon the nature of any changes in the
services which could be provided by SBCL, the Board of Trustees of the Eureka
Funds would review the Eureka Funds' relationship with SBCL and consider taking
all action necessary in the circumstances.
Should future legislative, judicial, or administrative action prohibit or
restrict the proposed activities of SBCL or their affiliated and correspondent
banks (the "Banks") in connection with Customer's purchases of Shares of the
Eureka Funds, the Banks might be required to alter materially or discontinue the
services offered by them to Customers. It is not anticipated, however, that any
change in the Eureka Funds' method of operations would affect its net asset
value per Share or result in financial losses to any Customer.
Administrator
BISYS Fund Services serves as administrator (the "Administrator") to each
Fund pursuant to the Administration Agreement dated as of October 21, 1997. The
Administrator assists in supervising operations of each Fund (other than those
performed by SBCL under the Advisory Agreement, those performed by The Bank of
New York under its custodial services agreements with the Eureka Funds, and
those performed by BISYS Fund Services, Inc. under its transfer agency and
shareholder service and fund accounting agreements with the Eureka Funds). The
Administrator is a broker-dealer registered with the Securities and Exchange
Commission, and is a member of the National Association of Securities Dealers,
Inc. The Administrator provides financial services to institutional clients.
Under the Administration Agreement, the Administrator has agreed to monitor
the net asset value of the Money Market Funds, to maintain office facilities for
the Eureka Funds, to maintain the Eureka Funds' financial accounts and records,
and to furnish the Eureka Funds statistical and research data and certain
bookkeeping services, and certain other services required by the Eureka Funds.
The Administrator prepares annual and semi-annual reports to the Securities and
Exchange Commission, prepares federal and state tax returns, prepares filings
with state securities commissions, and generally assists in supervising all
aspects of the Eureka Funds' operations (other than those performed by SBCL
under the Advisory Agreement, and those performed by The Bank of New York, under
its custodial services agreements with the Eureka Funds, and those performed by
BISYS Fund Services, Inc. under its transfer agency and shareholder service and
fund accounting agreements with the Eureka Funds). Under the Administration
Agreement, the Administrator may delegate all or any part of its
responsibilities thereunder.
Under the Administration Agreement, the Administrator receives a fee from
each Fund equal to the lesser of (a) a fee computed at the annual rate set forth
below, subject to a per
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Fund annual minimum of $75,000: twenty one-hundredths of one percent (0.20%) of
a Fund's average daily net assets up to $500 million; eighteen and one-half
one-hundredths of one percent (0.185%) of a Fund's average daily net assets in
excess of $500 million up to $1 billion; and seventeen and one-half
one-hundredths of one percent (0.175%) of a Fund's average daily net assets in
excess of $1 billion, or (b) such fee as may from time to time be agreed upon by
the Eureka Funds and the Administrator. A fee agreed to in writing from time to
time by the Eureka Funds and the Administrator may be significantly lower than
the fee calculated at the annual rate and the effect of such lower fee would be
to lower a Fund's expenses and increase the net income of the Fund during the
period when such lower fee is in effect.
The Administration Agreement will continue until October 31, 1999.
Thereafter, the Administration Agreement shall be renewed automatically for
successive two year terms, unless written notice not to renew is given by the
non-renewing party to the other party at least 60 days prior to the expiration
of the then-current term. The Administration Agreement is terminable with
respect to a particular Fund only upon mutual agreement of the parties to the
Administration Agreement and for cause (as defined in the Administration
Agreement) by the party alleging cause, on not less than 60 days notice by the
Eureka Funds' Board of Trustees or by the Administrator.
The Administration Agreement provides that the Administrator shall not be
liable for any loss suffered by the Eureka Funds in connection with the matters
to which the Administration Agreement relates, except a loss resulting from
willful misfeasance, bad faith, or gross negligence in the performance of its
duties, or from the reckless disregard by the Administrator of its obligations
and duties thereunder.
Distributor
BISYS Fund Services serves as distributor to each Fund pursuant to a
Distribution Agreement dated October 21, 1997. The Distribution Agreement will
continue in effect for one-year periods if such continuance is approved at least
annually (i) by the Board of Trustees or by the vote of a majority of the
outstanding Shares of the Funds or Fund subject to such Distribution Agreement,
and (ii) by the vote of a majority of the Trustees who are not parties to such
Distribution Agreement or interested persons (as defined in the 1940 Act) of any
party to such Distribution Agreement, cast in person at a meeting called for the
purpose of voting on such approval. The Distribution Agreement may be terminated
in the event of any assignment, as defined in the 1940 Act.
For its services as Distributor, BISYS Fund Services is entitled to a fee
of 0.25% of the average daily net assets of Class A Shares of each Fund payable
under the Fund's Distribution Plan.
The Distribution Plan was initially approved on October 21, 1997 by the
Board of Trustees, including a majority of the trustees who are not interested
persons of the Fund (as
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defined in the 1940 Act) and who have no direct or indirect financial interest
in the Distribution Plan (the "Independent Trustees"). The Distribution Plan
provides for fees only upon the Class A Shares of each Fund.
In accordance with Rule 12b-1 under the 1940 Act, the Distribution Plan may
be terminated with respect to any Fund by a vote of a majority of the
Independent Trustees, or by a vote of a majority of the outstanding Class A
Shares of that Fund. The Distribution Plan may be amended by vote of the Board
of Trustees, including a majority of the Independent Trustees, cast in person at
a meeting called for such purpose, except that any change in the Distribution
Plan that would materially increase the distribution fee with respect to a Fund
requires the approval of the holders of that Fund's Class A Shares. The Board of
Trustees will review on a quarterly and annual basis written reports of the
amounts received and expended under the Distribution Plan (including amounts
expended by the Distributor to Participating Organizations pursuant to the
Servicing Agreements entered into under the Distribution Plan) indicating the
purposes for which such expenditures were made.
Custodian
The Bank of New York serves as the Eureka Funds' Custodian.
Transfer Agent and Fund Accounting Services
BISYS Fund Services, Inc. serves as transfer agent to each Fund pursuant to
a Transfer Agency Agreement.
BISYS Fund Services, Inc. also provides fund accounting services to each of
the Funds pursuant to a Fund Accounting Agreement with the Eureka Funds. Under
the Fund Accounting Agreement, BISYS Fund Services, Inc. receives a fee from
each Fund at the annual rate of .03% of such Fund's average daily net assets,
subject to a minimum annual fee.
Independent Auditors
Ernst & Young LLP has been selected as independent certified public
auditors. Ernst & Young's LLP address is 10 West Broad Street, Columbus, Ohio
43215.
Legal Counsel
Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, DC 20005 serve as counsel to the Eureka Funds.
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<PAGE> 134
PERFORMANCE INFORMATION
Yields of the Money Market Funds
As summarized in the Fund's Prospectuses under the heading "Performance
Information," the "yield" of each Money Market Fund for a seven-day period (a
"base period") will be computed by determining the "net change in value"
(calculated as set forth below) of a hypothetical account having a balance of
one share at the beginning of the period, dividing the net change in account
value by the value of the account at the beginning of the base period to obtain
the base period return, and multiplying the base period return by 365/7 with the
resulting yield figure carried to the nearest hundredth of one percent. Net
changes in value of a hypothetical account will include the value of additional
shares purchased with dividends from the original share and dividends declared
on both the original share and any such additional shares, but will not include
realized gains or losses or unrealized appreciation or depreciation on portfolio
investments. Yield may also be calculated on a compound basis (the "effective
yield") which assumes that net income is reinvested in Fund shares at the same
rate as net income is earned for the base period.
The yield and effective yield of each Money Market Fund will vary in
response to fluctuations in interest rates and in the expenses of each Fund. For
comparative purposes the current and effective yields should be compared to
current and effective yields offered by competing financial institutions for
that base period only and calculated by the methods described above.
Yields of the Variable NAV Funds
As summarized in the Prospectuses under the heading "Performance
Information," yields of the Variable NAV Funds will be computed by annualizing
net investment income per share for a recent 30-day period and dividing that
amount by the maximum offering price per share (reduced by any undeclared earned
income expected to be paid shortly as a dividend) on the last trading day of
that period, according to the following formula:
a-b
30-Day Yield = 2[( ----- +1)6-1]
cd
In the above formula, "a" represents dividends and interest earned by a
particular class during the 30-day base period; "b" represents expenses accrued
to a particular class for the 30- day base period (net of reimbursements); "c"
represents the average daily number of shares of a particular class outstanding
during the 30-day base period that were entitled to receive dividends; and "d"
represents the maximum offering price per share of a particular class on the
last day of the 30-day base period.
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Net investment income will reflect amortization of any market value premium
or discount of fixed income securities (except for obligations backed by
mortgages or other assets) and may include recognition of a pro rata portion of
the stated dividend rate of dividend paying portfolio securities. The yield of
each of the Variable NAV Funds will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of
the Eureka Funds allocated to each Fund. These factors and possible differences
in the methods used in calculating yield should be considered when comparing a
Fund's yield to yields published for other investment companies and other
investment vehicles. Yield should also be considered relative to changes in the
value of the Fund's shares and to the relative risks associated with the
investment objectives and policies of each Fund.
Investors in the Variable NAV Funds are specifically advised that share
prices, expressed as the net asset values per share, will vary just as yields
will vary.
Calculation of Total Return
Total Return is a measure of the change in value of an investment in a Fund
over the period covered, assuming the investor paid the current maximum
applicable sales charge on the investment and that any dividends or capital
gains distributions were reinvested in the Fund immediately rather than paid to
the investor in cash. The formula for calculating Total Return includes four
steps: (1) adding to the total number of shares purchased by a hypothetical
$1,000 investment in the Fund all additional shares which would have been
purchased if all dividends and distributions paid or distributed during the
period had been immediately reinvested; (2) calculating the value of the
hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares owned at the end of the period by the net
asset value per share on the last trading day of the period; (3) assuming
redemption at the end of the period; and (4) dividing this account value for the
hypothetical investor by the initial $1,000 investment and annualizing the
result for periods of less than one year.
At any time in the future, yields and total return may be higher or lower
than past yields, there can be no assurance that any historical results will
continue.
Performance Comparisons
Yield and Total Return. From time to time, performance information for the
Funds showing their average annual total return and/or yield may be included in
advertisements or in information furnished to present or prospective
shareholders and the ranking of those performance figures relative to such
figures for groups of mutual funds categorized by Lipper Analytical Services as
having the same investment objectives may from time to time be included in
advertisements.
From time to time, the Eureka Funds may include the following types of
information in advertisements, supplemental sales literature and reports to
Shareholders: (1) discussions of general economic or financial principals (such
as the effects of inflation, the power of
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<PAGE> 136
compounding and the benefits of dollar-cost averaging); (2) discussions of
general economic trends; (3) presentations of statistical data to supplement
such discussions; (4) descriptions of past or anticipated portfolio holdings for
one or more of the Funds within the Eureka Funds, (5) descriptions of investment
strategies for one or more of such Funds; (6) descriptions or comparisons of
various savings and investment products (including, but not limited to, insured
bank products, annuities, qualified retirement plans and individual stocks and
bonds), which may or may not include the Funds; (7) comparisons of investment
products (including the Funds) with relevant market or industry indices or other
appropriate benchmarks; (8) discussions of fund rankings or ratings by
recognized rating organizations; and (9) testimonials describing the experience
of persons that have invested in one or more of the Funds. The Funds may also
include in these communications calculations, such as hypothetical compounding
examples, that describe hypothetical investment results, such performance
examples will be based on an express set of assumptions and are not indicative
of performance of any of the Funds.
Total return and/or yield may also be used to compare the performance of
the Funds against certain widely acknowledged standards or indices for stock and
bond market performance. The Standard & Poor's Composite Index of 500 stocks
(the "S&P 500") is a market value-weighted and unmanaged index showing the
changes in the aggregate market value of 500 Stocks relative to the base period
1941-43. The S&P 500 is composed almost entirely of common stocks of companies
listed on the NYSE, although the common stocks of a few companies listed on the
American Stock Exchange or traded over-the-counter are included. The 500
companies represented include 400 industrial, 60 transportation and 40 financial
services concerns. The S&P 500 represents about 80% of the market value of all
issues traded on the NYSE.
The Morgan Stanley Capital International Europe, Australia and the Far East
Index ("EAFE") is an index composed of a sample of companies representative of
the market structure of twenty European and Pacific Basin countries. The Index
represents the evolution of an unmanaged portfolio consisting of all
domestically listed stocks.
The Lehman Aggregate Bond Index ("Aggregate Bond Index") is a measure of
the market value of all public obligations of the U.S. Treasury; all publicly
issued debt of all agencies of the U.S. government; all quasi-federal
corporations; all corporate debt guaranteed by the U.S. government; and mortgage
backed securities. Corporate issues must have amounts outstanding in excess of
$1 million, have at least one year to maturity and be rated investment grade by
a NRSRO. Flower bonds and foreign targeted issues are also included in the
Aggregate Bond Index.
Current yields or performance will fluctuate from time to time and are not
necessarily representative of future results. Accordingly, a Fund's yield or
performance may not provide for comparison with bank deposits or other
investments that pay a fixed return for a stated period of time. Yield and
performance are functions of quality, composition, and maturity, as well as
expenses allocated to the Fund. Fees imposed upon customer accounts by SBCL or
its
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<PAGE> 137
affiliated or correspondent banks for cash management services will reduce a
Fund's effective yield to Customers.
Prior Performance of the Investment Adviser
The following tables set forth the Investment Adviser's composite
performance data relating to the historical performance of collective investment
trusts and common trust funds managed by the Investment Adviser, since the dates
indicated, that have investment objectives, policies, strategies and risks
substantially similar to those of the Equity Fund and the Investment Grade Bond
Fund. The data is provided to illustrate the past performance of the Investment
Adviser in managing substantially similar accounts as measured against a
specified market index or indices and does not represent the performance of the
Equity Fund and the Investment Grade Bond Fund. Investors should not consider
this performance data as an indication of future performance of the Equity Fund
and the Investment Grade Bond Fund or of the Investment Adviser.
The Investment Adviser's composite performance data shown below were
calculated in accordance with required recommended standards of the Association
for Investment Management and Research(1) ("AIMR"), retroactively applied to all
time periods. All returns presented were calculated on a total return basis and
include all dividends and interest, accrued income and realized and unrealized
gains and loses. All returns reflect the deduction of investment advisory fees,
brokerage commissions and execution costs paid by the Investment Adviser's
institutional private accounts, without provision for federal or state income
taxes. Custodial fees, if any, were not included in the calculation. The
Investment Adviser's composites include all actual, fee-paying, discretionary
institutional, private accounts managed by the Investment Adviser that have
investment objectives, policies, strategies and risks substantially similar to
those of the Equity Fund and the Investment Grade Bond Fund. Securities
transactions are accounted for on the trade date and accrual accounting is
utilized. Cash and equivalents are included in performance returns. The monthly
returns of the Investment Adviser's composites combine the individual accounts'
returns by asset-weighting each individual account's asset value as of the
beginning of the month. Yearly returns are calculated by geometrically linking
the monthly returns.
The institutional private accounts that are included in the Investment
Adviser's composites are not subject to the same types of expenses to which the
Equity Fund and
- --------
(1) AIMR is a non-profit membership and education organization with more than
30,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These AIMR
performance presentation standards are intended to (i) promote full and
fair presentations by investment advisers of their performance results, and
(ii) ensure uniformity in reporting so that performance results of
investment advisers are directly comparable.
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Investment Grade Bond Fund are subject nor to the diversification requirements,
specific tax restrictions and investment limitations imposed on the Portfolios
by the Investment Company Act or Subchapter M of the Internal Revenue Code.
Consequently, the performance results for the Investment Adviser's composites
could have been adversely affected if the institutional private accounts
included in the composites had been regulated as investment companies under the
federal securities laws.
The results presented below may not necessarily equate with the return
experienced by any particular investor as a result of the timing of investments
and redemptions. In addition, the effect of taxes on any investor will depend on
such person's tax status, and the results have not been reduced to reflect any
income tax which may have been payable.
The investment results of the Investment Adviser's composites presented
below are unaudited and are not intended to predict or suggest the returns that
might be experienced by the Equity Fund and Investment Grade Bond Fund or an
individual investor investing in such Funds. Investors should also be aware that
the use of a methodology different from that used below to calculate performance
could result in different performance data.
All information set forth in the tables below relies on data supplied by
the Investment Adviser or from statistical services, reports or other sources
believed by the Investment Adviser to be reliable. However, except as otherwise
indicated, such information has not been verified and is unaudited.
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<PAGE> 139
<TABLE>
<CAPTION>
Equity Performance
Investment Adviser's
Equity S&P 500
Year Composite Index (1)
---- -------------------- --------
<S> <C> <C>
1988 10.20% 16.50%
1989 25.18% 31.43%
1990 4.03% -3.19%
1991 29.66% 30.55%
1992 3.12% 7.68%
1993 2.54% 10.00%
1994 0.75% 1.23%
1995 35.85% 37.50%
1996 22.60% 23.12%
1997 23.47% 25.34%
Last Year(2) 30.12%
Last 5 Years 17.38%
Last 10 Years 15.03%
</TABLE>
- ---------------
(1) The S&P 500 Index is an unmanaged index containing common stocks of 500
industrial, transportation, utility and financial companies, regarded as
generally representative of the U.S. stock market. The Index reflects the
reinvestment of income dividends and capital gain distributions, if any,
but does not reflect fees, brokerage commissions, or other expenses of
investing.
(2) Through October 31, 1997.
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<PAGE> 140
<TABLE>
<CAPTION>
Investment Grade Bond Performance
Investment Adviser's Lehman Lehman
Investment Grade Bond Government/ Aggregate
Year Composite Corporate Bond Index (1) Index(2)
- ---- ------------------------ ------------------------- ---------
<S> <C> <C> <C>
1988 8.72% 7.59% 7.88%
1989 12.16% 14.24% 14.53%
1990 6.65% 8.28% 8.95%
1991 13.37% 16.13% 16.00%
1992 6.95% 7.58% 7.40%
1993 9.40% 10.97% 9.75%
1994 -5.26% -3.49% -2.92%
1995 16.58% 19.24% 18.48%
1996 0.22% 2.91% 3.61%
1997(3) 7.45% 8.04% 8.09%
Last Year 8.05%
Last 5 Years 5.65%
Last 10 Years 7.60%
</TABLE>
- ---------------
(1) The Lehman Government/Corporate Bond Index includes the Government and
Corporate Bond indices. The Government Bond Index is made up of the
Treasury Bond Index (all public obligations of the U.S. Treasury, excluding
flower bonds and foreign-targeted issues) and the Agency Bond Index (all
publicly issued debt of U.S. Government agencies and quasi-federal
corporation, and corporate debt guaranteed by the U.S. Government). We have
also included the 1-3 year Government Index, composed of agency and
Treasury securities with maturities of one to three years, and the 20+ Year
Treasury Index, composed of Treasury issues with 20 years or more to
maturity. The Corporate Bond Index includes all publicly issued, fixed
rate, nonconvertible investment grade, dollar-denominated, SEC-registered
corporate debt. The Corporate Index sectors are industrial, finance,
utility, and Yankee. Also included among Yankees is debt issued or
guaranteed by foreign sovereign governments, municipalities, or
governmental or international agencies.
(2) The Lehman Aggregate Index includes fixed rate debt issues rated investment
grade or higher by Moody's Investors Service, Standard & Poor's
Corporation, or Fitch Investors Service, in that order. All issues have at
least one year to maturity and an outstanding par value of at least $100
million. Intermediate indices include bonds with maturities of up to 10
years, and long-term indices include those with maturities of 10 years or
longer. Price, coupon, paydown, and total return are reported for all
sectors on a month-end to month-end basis. All returns are market
value-weighted inclusive of accrued interest.
(3) Through October 31, 1997.
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Prime Money Market Fund
The Prime Money Market Fund commenced operations on November 3, 1997
subsequent to the transfer of assets by the Employee Benefit Trust Money Market
Fund E, a collective investment trust, to the Prime Money Market Fund in
exchange for shares of the Prime Money Market Fund. The Prime Money Market
Fund's portfolio of investments on November 3, 1997 was the same as the
portfolio of the Employee Benefit Trust Money Market Fund E immediately prior to
the transfer.
The Employee Benefit Trust Money Market Fund E was not a registered
investment company as it was exempt from registration under the 1940 Act. Since,
in a practical sense, the common trust fund constitutes a "predecessor" of the
Fund, the Prime Money Market Fund calculates the performance for each Class of
the Fund for periods commencing prior to the transfer of the Employee Benefit
Trust Money Market Fund E's assets to the Prime Money Market Fund by including
the Employee Benefit Trust Money Market Fund E's total return adjusted to
reflect the deduction of fees and expenses applicable to the Trust Shares of the
Fund as stated in the Fee Table in this Prospectus (i.e. adjusted to reflect
anticipated expenses, net of management and administrative fee waivers).
The Prime Money Market Fund from time to time may advertise certain
investment performance figures, as discussed above. These figures are based on
historical earnings, but past performance data is not necessarily indicative of
future performance of the Fund.
<TABLE>
<CAPTION>
COMPARATIVE PERFORMANCE INFORMATION REGARDING
THE EMPLOYEE BENEFIT TRUST MONEY MARKET FUND E AND
TRUST SHARES OF THE PRIME MONEY MARKET FUND
Average Annual Total Return*
Fund 1 year 3 years 5 years 10 years
- ---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Employee Benefit Trust
Money Market Fund E 5.02% 5.15% 4.34% 4.05%
</TABLE>
- -------------
* Figures were calculated pursuant to a methodology established by the SEC
and do not reflect the imposition of a sales load given that the Trust
Shares of the Prime Money Market Fund are not subject to a sales load.
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<PAGE> 142
COMPARATIVE PERFORMANCE INFORMATION REGARDING
THE EMPLOYEE BENEFIT TRUST MONEY MARKET FUND E AND
CLASS A SHARES OF THE PRIME MONEY MARKET FUND
Average Annual Total Return*
<TABLE>
<CAPTION>
Fund 1 year 3 years 5 years 10 years
- ---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Employee Benefit Trust
Money Market Fund E 4.50% 4.62% 3.82% 3.68%
</TABLE>
- -------------
* Figures were calculated pursuant to a methodology established by the SEC
and do not reflect the imposition of a sales load given that the Class A
Shares of the Prime Money Market Fund are not subject to a sales load.
ADDITIONAL INFORMATION
Organization and Description of Shares
The Eureka Funds organized as a Massachusetts business trust by the
Agreement and Declaration of Trust, dated April 7, 1997, under the name "Sanwa
Fund." A copy of the Eureka Funds' Amended and Restated Agreement and
Declaration of Trust, (the "Declaration of Trust") is on file with the Secretary
of State of The Commonwealth of Massachusetts. The Declaration of Trust
authorizes the Board of Trustees to issue an unlimited number of Shares, which
are units of beneficial interest. The Eureka Funds presently have five series of
Shares offered to the public. The Declaration of Trust authorizes the Board of
Trustees to divide or redivide any unissued Shares of the Eureka Funds into one
or more additional series.
Shares have no subscription or preemptive rights and only such conversion
or exchange rights as the Board of Trustees may grant in its discretion. When
issued for payment as described in the Prospectuses and this Statement of
Additional Information, the Shares will be fully paid and non-assessable. In the
event of a liquidation or dissolution of the Eureka Funds, Shareholders of a
Fund are entitled to receive the assets available for distribution belonging to
that Fund, and a proportionate distribution, based upon the relative asset
values of the respective Funds, of any general assets not belonging to any
particular Fund which are available for distribution.
As described in the text of the Prospectuses following the caption "GENERAL
INFORMATION -- Description of the Eureka Funds and its Shares," shares of the
Eureka Funds are entitled to one vote per share (with proportional voting for
fractional shares) on such matters as shareholders are entitled to vote.
Shareholders vote in the aggregate and not by
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<PAGE> 143
series or class on all matters except (i) when required by the 1940 Act, shares
shall be voted by individual series, (ii) when the Trustees have determined that
the matter affects only the interests of a particular series or class, then only
Shareholders of such series or class shall be entitled to vote thereon, and
(iii) only the holders of Class A Shares will be entitled to vote on matters
submitted to Shareholder vote with regard to the Distribution Plan applicable to
Class A. There will normally be no meetings of Shareholders for the purposes of
electing Trustees unless and until such time as less than a majority of the
Trustees have been elected by the Shareholders, at which time the Trustees then
in office will call a Shareholders' meeting for the election of Trustees. In
addition, Trustees may be removed from office by a written consent signed by the
holders of two-thirds of the outstanding shares of the Eureka Funds and filed
with the Eureka Funds' custodian or by vote of the holders of two-thirds of the
outstanding shares of the Eureka Funds at a meeting duly called for the purpose,
which meeting shall be held upon the written request of the holders of not less
than 10% of the outstanding shares of any Fund. Except as set forth above, the
Trustees shall continue to hold office and may appoint their successors.
Shareholder and Trustee Liability
Under Massachusetts law, Shareholders could, under certain circumstances,
be held personally liable for the obligations of the Eureka Funds. However, the
Declaration of Trust disclaims Shareholder liability for acts or obligations of
the Eureka Funds and requires that notice of such disclaimer be given in every
agreement, obligation or instrument entered into or executed by the Eureka Funds
or the Trustees. The Declaration of Trust provides for indemnification out of a
Fund's property for all loss and expense of any Shareholder of such Fund held
liable on account of being or having been a Shareholder. Thus, the risk of a
Shareholder incurring financial loss on account of Shareholder liability is
limited to circumstances in which a Fund would be unable to meet its
obligations.
The Agreement and Declaration of Trust states further that no Trustee,
officer or agent of the Eureka Funds shall be personally liable in connection
with the administration or preservation of the assets of the Eureka Funds or the
conduct of the Eureka Funds' business; nor shall any Trustee, officer, or agent
be personally liable to any person for any action or failure to act except for
his own bad faith, willful misfeasance, gross negligence, or reckless disregard
of his duties. The Agreement and Declaration of Trust also provides that all
persons having any claim against the Trustees or the Eureka Funds shall look
solely to the assets of the Eureka Funds for payment.
Miscellaneous
The Eureka Funds may include information in its Annual Reports and
Semi-Annual Reports to Shareholders that (1) describes general economic trends,
(2) describes general trends within the financial services industry or the
mutual fund industry, (3) describes past or anticipated portfolio holdings for
one or more of the Funds within the Eureka Funds, or (4)
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<PAGE> 144
describes investment management strategies for such Funds. Such information is
provided to inform Shareholders of the activities of the Eureka Funds for the
most recent fiscal year or half-year and to provide the views of the SBCL and/or
Eureka Funds officers regarding expected trends and strategies.
The organizational expenses of the Eureka Funds have been allocated to each
Fund and are being amortized over a period of five years from the commencement
of the public offering of Shares of the Eureka Funds. In the event any of the
initial Shares of the Eureka Funds are redeemed during the amortization period
by any holder thereof, the redemption proceeds will be reduced by a pro rata
portion of any unamortized organization expenses in the same proportion as the
number of initial Shares being redeemed bears to the total number of initial
Shares outstanding at the time of redemption. Investors purchasing Shares of the
Eureka Funds subsequent to the date of the Prospectuses and this Statement of
Additional Information bear such expenses only as they are amortized against a
Fund's investment income.
The Eureka Funds are registered with the Securities and Exchange Commission
as a management investment company. Such registration does not involve
supervision by the Securities and Exchange Commission of the management or
policies of the Eureka Funds.
As of October 1, 1997, BISYS Fund Services, 3435 Stelzer Road, Columbus,
Ohio 43219, directly or beneficially owned 100% of each Fund.
The Prospectuses of the Funds and this Statement of Additional Information
omit certain of the information contained in the Registration Statement filed
with the Securities and Exchange Commission. Copies of such information may be
obtained from the Securities and Exchange Commission upon payment of the
prescribed fee.
The Prospectuses of the Funds and this Statement of Additional Information
are not an offering of the securities herein described in any state in which
such offering may not lawfully be made. No salesman, dealer, or other person is
authorized to give any information or make any representation other than those
contained in the Prospectuses of the Funds and this Statement of Additional
Information.
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<PAGE> 145
APPENDIX
The NRSROs utilized by SBCL include Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Corporation ("S&P"), Duff & Phelps Credit Rating Co. ("Duff"),
Fitch Investors Service, Inc. ("Fitch"), IBCA Limited and its affiliate, IBCA
Inc. (collectively, "IBCA"), and Thomson BankWatch, Inc. ("Thomson"). Set forth
below is a description of the relevant ratings of each such NRSRO.
Long-Term Debt Ratings (may be assigned, for example, to corporate and municipal
bonds)
Description of the five highest long-term debt ratings by Moody's (Moody's
applies numerical modifiers (1, 2, and 3) in each rating category to indicate
the security's ranking within the category):
Aaa Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edged." Interest payments
are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of
such issues.
Aa Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what
are generally known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be
as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risk appear somewhat
larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which
suggest a susceptibility to impairment some time in the
future.
Baa Bonds which are rated Baa are considered as medium-grade
obligations (i.e., they are neither highly protected nor
poorly secured). Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.
B-49
<PAGE> 146
Ba Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured.
Often the protection of interest and principal payments may be
very moderate and thereby not well safeguarded during both
good and bad times in the future. Uncertainty of position
characterizes bonds in this class.
Description of the five highest long-term debt ratings by S&P (S&P may apply a
plus (+) or minus (-) to a particular rating classification to show relative
standing within that classification):
AAA Debt rated AAA has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the
obligation is extremely strong.
AA Debt rated AA differs from the highest rated obligations only
in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
A Debt rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions
than obligations in higher rated categories. However, the
obligor's capacity to meet its financial commitment on the
obligation is still strong.
BBB Debt rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor
to meet its financial commitment on the obligation.
BB Debt rated BB is regarded as having significant speculative
characteristics although it is less vulnerable to nonpayment
than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial or
economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the
obligation.
Description of the three highest long-term debt ratings by Duff:
AAA Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.
AA+ High credit quality. Protection factors are strong.
AA Risk is modest but may vary slightly from time to time
AA- because of economic conditions.
A+ Protection factors are average but adequate. However,
B-50
<PAGE> 147
A risk factors are more variable and greater in periods
A- of economic stress.
Description of the three highest long-term debt ratings by Fitch (plus (+) or
minus (-) signs are used with a rating symbol to indicate the relative position
of the credit within the rating category):
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely
to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issues is generally rated "F-1+."
A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
IBCA's description of its three highest long-term debt ratings:
AAA Obligations for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal
and interest is substantial, such that adverse changes in
business, economic or financial conditions are unlikely to
increase investment risk significantly.
AA Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic, or financial conditions may increase investment
risk, albeit not very significantly.
A Obligations for which there is a low expectation of investment
risk. Capacity for timely repayment of principal and interest
is strong, although adverse changes in business, economic or
financial conditions may lead to increased investment risk.
B-51
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Short-Term Debt Ratings (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)
Moody's description of its three highest short-term debt ratings:
Prime-1 Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt
obligations. Prime-1 repayment ability will often be evidenced
by many of the following characteristics:
- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate
reliance on debt and ample asset protection.
- Broad margins in earnings coverage of
fixed financial charges and high internal
cash generation.
- Well-established access to a range of
financial markets and assured sources of
alternate liquidity.
Prime-2 Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term debt
obligations. This will normally be evidenced by many of the
characteristics cited above but to a lesser degree. Earnings
trends and coverage ratios, while sound, may be more subject
to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.
Prime-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market
compositions may be more pronounced. Variability in earnings
and profitability may result in changes in the level of debt
protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is
maintained.
S&P's description of its three highest short-term debt ratings:
A-1 Highest category. The obligor's capacity to meet its financial
commitments is strong. Within this category, certain
obligations are designated with a plus sign (+). This
indicates that the obligor's capacity to meet its financial
commitments is extremely strong.
A-2 Obligations assigned this rating are somewhat more susceptible
to the adverse effects of changes in circumstances and
economic conditions than obligations in
B-52
<PAGE> 149
higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is
satisfactory.
A-3 Obligations assigned this rating exhibit adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the
obligation.
Duff's description of its five highest short-term debt ratings. Duff
incorporates gradations of "1+" (one plus) and "1-" (one minus) to assist
investors in recognizing quality differences within the highest rating category:
D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety
is just below risk-free U.S. Treasury short-term
obligations.
D-1 Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.
D-1- High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection
factors. Risk factors are very small.
D-2 Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.
D-3 Satisfactory liquidity and other protection factors
qualify issues as to investment grade. Risk factors are
larger and subject to more variation.
Nevertheless, timely payment is expected.
Fitch's description of its four highest short-term debt ratings:
F-1+ Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated F-1+.
B-53
<PAGE> 150
F-2 Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned F-1+
or F-1 ratings.
F-3 Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance for
timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment
grade.
IBCA's description of its three highest short-term debt ratings:
A1 Obligations supported by the highest capacity for timely
repayment. Where issues possess a particularly strong credit
feature, a rating of A1+ is assigned.
A2 Obligations supported by a satisfactory capacity for timely
repayment, although such capacity may be susceptible to
adverse changes in business, economic or financial conditions.
Short-Term Loan/Municipal Note Ratings
Moody's description of its two highest short-term loan/municipal note ratings:
MIG 1/VMIG 1 This designation denotes best quality. There is present
strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the
market for refinancing.
MIG 2/VMIG 2 This designation denotes high quality. Margins of
protection are ample although not so large as in the
preceding group.
S&P's description of its two highest municipal note ratings:
SP-1 Strong capacity to pay principal and interest. An issue
determined to possess a very strong capacity to pay debt
service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with
some vulnerability to adverse financial and economic
changes over the term of the notes.
Short-Term Debt Ratings
Thomson BankWatch, Inc. ("TBW") ratings are based upon a qualitative and
quantitative analysis of all segments of the organization including, where
applicable, holding company and operating subsidiaries.
B-54
<PAGE> 151
The TBW Short-Term Debt Ratings apply only to specific debt instruments with
original maturities of one year or less. TBW ratings represent an assessment of
the likelihood of an untimely payment of principal and interest. Important
factors that may influence this assessment are the overall financial health of
the particular company, and the probability that the government will come to the
aid of a troubled institution in order to avoid a default or failure.
The TBW Short-Term Ratings represent an assessment of the likelihood of an
untimely payment of principal or interest.
TBW-1 The highest category; indicates a very high likelihood
that principal and interest will be paid on a timely
basis.
TBW-2 The second-highest category; while the degree of safety
regarding timely repayment of principal and interest is
strong, the relative degree of safety is not as high as
for issues rated "TBW-1."
TBW-3 The lowest investment-grade category; indicates that while
the obligation is more susceptible to adverse
developments (both internal and external) than those with
higher ratings, the capacity to service principal and
interest in a timely fashion is considered adequate.
TBW-4 The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.
B-55
<PAGE> 152
FINANCIAL STATEMENTS
B-56
<PAGE> 153
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees and Shareholder
Eureka Funds:
We have audited the accompanying statement of assets and liabilities of the
Eureka Funds (comprised of the Prime Money Market Fund, the U.S. Treasury
Obligations Fund, the Investment Grade Bond Fund, the Global Asset Allocation
Fund, and the Equity Fund) (the Fund) as of September 26, 1997. This statement
of assets and liabilities is the responsibility of the Fund's management. Our
responsibility is to express an opinion on this statement of assets and
liabilities based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of each of the
portfolios comprising the Eureka Funds at September 26, 1997, in conformity with
generally accepted accounting principles.
Ernst & Young LLP
Columbus, Ohio
September 30, 1997
B-58
<PAGE> 154
EUREKA FUNDS
Eureka Prime Money Market Fund
Statement of Assets and Liabilities
September 26, 1997
<TABLE>
<S> <C>
ASSETS:
Cash $20,000
Deferred organization expenses 25,000
=======
Total Assets 45,000
LIABILITIES:
Accrued organization expenses 25,000
-------
NET ASSETS: $20,000
=======
NET ASSETS CONSIST OF:
Capital - 20,000 shares of beneficial
interest ("shares") issued and outstanding;
unlimited shares authorized - Trust Shares $20,000
=======
NET ASSET VALUE:
Trust Shares ($20,000/20,000 shares outstanding) -
offering and redemption price per share $ 1.00
=======
</TABLE>
See notes to financial statements.
B-59
<PAGE> 155
EUREKA FUNDS
Eureka U.S. Treasury Obligations Fund
Statement of Assets and Liabilities
September 26, 1997
<TABLE>
<S> <C>
ASSETS:
Cash $20,000
Deferred organization expenses 25,000
-------
Total Assets 45,000
LIABILITIES:
Accrued organization expenses 25,000
-------
NET ASSETS: $20,000
=======
NET ASSETS CONSIST OF:
Capital - 20,000 shares of beneficial interest ("shares")
issued and outstanding; unlimited shares
authorized - Trust Shares $20,000
=======
NET ASSET VALUE:
Trust Shares ($20,000/20,000 shares outstanding) -
offering and redemption price per share $ 1.00
=======
</TABLE>
See notes to financial statements.
B-60
<PAGE> 156
EUREKA FUNDS
Eureka Investment Grade Bond Fund
Statement of Assets and Liabilities
September 26, 1997
<TABLE>
<S> <C>
ASSETS:
Cash $20,000
Deferred organization expenses 25,000
-------
Total Assets 45,000
LIABILITIES:
Accrued organization expenses 25,000
-------
NET ASSETS: $20,000
=======
NET ASSETS CONSIST OF:
Capital - 2,000 shares of beneficial
interest ("shares") issued and outstanding;
unlimited shares authorized - Trust Shares $20,000
=======
NET ASSET VALUE:
Trust Shares ($20,000/2,000 shares outstanding)
- offering and redemption price per share $ 10.00
=======
</TABLE>
See notes to financial statements.
B-61
<PAGE> 157
EUREKA FUNDS
Eureka Global Asset Allocation Fund
Statement of Assets and Liabilities
September 26, 1997
<TABLE>
<S> <C>
ASSETS:
Cash $20,000
Deferred organization expenses 25,000
-------
Total Assets 45,000
LIABILITIES:
Accrued organization expenses 25,000
-------
NET ASSETS: $20,000
=======
NET ASSETS CONSIST OF:
Capital - 2,000 shares of beneficial
interest ("shares") issued and outstanding;
unlimited shares authorized - Trust Shares $20,000
=======
NET ASSET VALUE:
Trust Shares ($20,000/2,000 shares outstanding) -
offering and redemption price per share $ 10.00
=======
</TABLE>
See notes to financial statements.
B-62
<PAGE> 158
EUREKA FUNDS
Eureka Equity Fund
Statement of Assets and Liabilities
September 26, 1997
<TABLE>
<S> <C>
ASSETS:
Cash $20,000
Deferred organization expenses 25,000
-------
Total Assets 45,000
LIABILITIES:
Accrued organization expenses 25,000
-------
NET ASSETS: $20,000
=======
NET ASSETS CONSIST OF:
Capital - 2,000 shares of beneficial interest ("shares")
issued and outstanding; unlimited shares
authorized - Trust Shares $20,000
=======
NET ASSET VALUE:
Trust Shares ($20,000/2,000 shares outstanding) -
offering and redemption price per share $ 10.00
=======
</TABLE>
See notes to financial statements.
B-63
<PAGE> 159
EUREKA FUNDS
NOTES TO FINANCIAL STATEMENTS
September 26, 1997
1. ORGANIZATION
The Eureka Funds (the "Group") was organized as a Massachusetts business
trust named Sanwa Fund on April 7, 1997. The Group is a diversified
open-end management investment company registered under the Investment
Company Act of 1940 (the "1940 Act"). There are an unlimited number of
authorized units of beneficial interest ("shares") of the Group which may
be divided into an unlimited number of series of shares, and which are
presently divided into five series: Eureka Prime Money Market Fund, Eureka
U.S. Treasury Obligations Fund, Eureka Investment Grade Bond Fund, Eureka
Global Asset Allocation Fund and Eureka Equity Fund (each a "Fund", and
collectively, the "Funds"). Each Fund offers two classes of shares with a
par value of $0.00001: Trust Shares and Class A Shares. Each share
represents an equal proportionate interest in a Fund with other shares of
the same series and class, and is entitled to such dividends and
distributions out of the income earned on the assets belonging to that
Fund. Trust Shares of the Funds are offered to Sanwa Bank California and
its affiliates and other financial service providers approved by the
Distributor for the investment of funds for which they act in a fiduciary,
advisory, agency, custodial (other than for individual retirement
accounts), or similar capacity. Class A Shares are offered to the general
public. Each class of shares is substantially the same, except that Class A
Shares bear the fees that are payable under the Group's Distribution and
Shareholder Services Plan (the "Distribution Plan") which relates only to
the Class A Shares.
The Funds have had no operations other than those actions relating to
organizational matters. As of September 26, 1997, only Trust shares have
been issued and all outstanding shares of the Funds are owned by BISYS Fund
Services, Inc.
2. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION EXPENSES: All costs incurred by the Group in connection with
the organization of the Funds and the initial public offering of shares of
the Funds, principally professional fees and printing, have been deferred.
Upon commencement of investment operations of each Fund, the deferred
organization expenses will be amortized on a straight-line basis over a
period of five years. In the event that any of the initial shares of the
Funds are redeemed during the amortization period by any holder thereof,
B-64
<PAGE> 160
the redemption proceeds will be reduced by any unamortized organization
expenses in the same proportion as the number of said shares being redeemed
bears to the number of initial shares that are outstanding at the time of
the redemption.
FEDERAL INCOME TAXES: Each of the Funds intends to comply with the
requirements of the Internal Revenue Code necessary to qualify as a
regulated investment company and to make the requisite distributions of
taxable income to its shareholders which will be sufficient to relieve it
from all or substantially all federal income taxes.
3. RELATED PARTY TRANSACTIONS
Sanwa Bank California ("SBCL"), will serve as the investment adviser of
each Fund. SBCL is a wholly-owned subsidiary of The Sanwa Bank Limited, of
Japan. Under the terms of an investment advisory agreement between the
Group and SBCL, SBCL will be entitled to receive fees based on a percentage
of the average net assets of each Fund. SBCL has agreed to voluntarily
reduce the amount of its investment advisory fee through the end of the
Funds' initial fiscal year.
BISYS Fund Services, Inc. ("BISYS"), a wholly-owned subsidiary of The BISYS
Group, Inc., will serve as the administrator for each Fund and will also
act as the Group's principal underwriter and distributor. BISYS will also
serve as transfer agent for and provide fund accounting services to the
Group.
Under the Distribution Plan, a Fund will pay a monthly distribution fee to
BISYS as compensation for its services in connection with the Distribution
Plan at an annual rate equal to 0.25% of the average daily net assets of
Class A Shares of each Fund.
Certain officers of the Group are affiliated with BISYS. Such persons are
not paid directly by the Group for serving in those capacities.
B-65
<PAGE> 161
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Incorporated by reference to the Eureka Funds Statement of
Additional Information filed herewith are for each Eureka Fund:
-- Statement of Assets & Liabilities as of September 26,
1997 (audited).
-- Notes to Financial Statements (audited).
(b) Exhibits:
(1) Declaration of Trust, dated April 7, 1997, is
incorporated by reference from Exhibit 1 to
Registrant's initial Registration Statement on Form
N-1A filed on July 31, 1997.
(2) Form of By-Laws is incorporated by reference from
Exhibit 2 to Registrant's initial Registration
Statement on Form N-1A filed on July 31, 1997.
(3) Not applicable.
(4) (a) Article III, Sections 4 and 5; Article IV, Section
1; Article V; Article VIII, Section 4; and Article
IX, Sections 1, 4, and 7 of the Declaration of
Trust referred to herein as Exhibit (1).
(b) Article 9; Article 10, Section 6; and Article 11
of the By-Laws referred to herein as Exhibit 2.
(5) Investment Advisory Agreement between Registrant and
Sanwa Bank California, dated October 21, 1997, is filed
herewith.
(6) Distribution Agreement between Registrant and BISYS Fund
Services Limited Partnership, dated October 31, 1997, is
filed herewith.
(7) Not applicable.
(8) (a) Custody Agreement between Registrant and The Bank of
New York, dated November 3, 1997, is filed herewith.
(b) Form of Foreign Custody Manager Agreement between
Registrant and The Bank of New York is incorporated
by reference from Exhibit 8(b) to Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement filed on October 3, 1997 on Form N-1A.
(9) (a) Transfer Agency Agreement between Registrant and
BISYS Fund Services, Inc., dated October 31, 1997,
is filed herewith.
(b) Fund Accounting Agreement between Registrant and
BISYS Fund Services, Inc., dated October 31, 1997,
is filed herewith.
(c) Administration Agreement between Registrant and
BISYS Fund Services Limited Partnership, dated
October 31, 1997, is filed herewith.
(d) Form of Service Plan is incorporated by reference
from Exhibit 9(d) to Pre-Effective Amendment No. 2
to the Registrant's Registration Statement filed on
October 3, 1997 on Form N-1A.
(e) Forms of service agreements pursuant to Service Plan
referred to herein as Exhibit (9)(d) is incorporated
by reference from Exhibit 9(e) to Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement filed on October 3, 1997 on Form N-1A.
(10) Opinion and Consent of Counsel as to legality of shares
being registered is filed herewith.
(11) (a) Consent of Ropes & Gray, is filed herewith.
(b) Consent of Ernst & Young LLP, is filed herewith.
(12) Not applicable.
(13) Form of Purchase Agreement is incorporated by reference
from Exhibit 13 to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement filed on October 3,
1997 on Form N-1A.
(14) Not applicable.
(15) (a) Form of Distribution and Shareholder Services Plan
is incorporated by reference from Exhibit 15(a) to
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement filed on October 3, 1997 on
Form N-1A.
(b) Forms of Servicing Agreement pursuant to
Distribution and Shareholder Services Plan referred
to herein as Exhibit 15(a) are incorporated by
reference from Exhibit 15(b) to Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement filed on October 3, 1997 on Form N-1A.
(16) Not applicable.
(17) Not applicable.
(18) Multiple Class Plan is incorporated by reference from
Exhibit 18 to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement filed on October 3,
1997 on Form N-1A.
<PAGE> 162
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
As of the date of this Registration Statement, there are no persons
controlled by or under common control with the Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of 1/31/98, the number of record holders of the Registrant's
respective series of shares were as follows:
Number of
Title of Series Record Holders
--------------- --------------
Prime Money Market Fund 3
U.S. Treasury Obligations Fund 3
Investment Grade Bond Fund 4
Equity Fund 5
Global Asset Allocation Fund 4
ITEM 27. INDEMNIFICATION
Article VIII of Registrant's Amended and Restated Agreement and
Declaration of Trust (Exhibit (1) hereto, which is incorporated herein
by reference) provides in effect that Registrant will indemnify its
officers and trustees against all liabilities and expenses, including
but not limited to amounts paid in satisfaction of judgments, in
compromise, or as fines and penalties, and counsel fees reasonably
incurred by any such officer or trustee in connection with the defense
or disposition of any action, suit, or other proceeding. However, in
accordance with Section 17(h) and 17(i) of the 1940 Act and its own
terms, said Agreement and Declaration of Trust does not protect any
person against any liability to Registrant or its shareholders to
which he or she would otherwise be subject by reason of willfull
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office. In any event,
Registrant will comply with 1940 Act Releases Nos. 7221 and 11330
respecting the permissible boundaries of indemnification by an
investment company of its officers and trustees.
Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to
trustees, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, Registrant has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
2
<PAGE> 163
Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
Sanwa Bank California ("SBCL"), performs investment advisory services
for Registrant. SBCL is a wholly owned subsidiary of The Sanwa Bank
Limited, of Japan. Its principal offices are located at 601 South
Figueroa Street, Los Angeles, California 90017. Established in 1972,
SBCL provides a full range of personal and business banking services
through a network of more than 100 branches and offices statewide. SBCL
has approximately $1.45 billion of assets under management.
To the knowledge of Registrant, none of the directors or officers of
SBCL, except those set forth below, is or has been at any time during
the past two fiscal years engaged in any other business, profession,
vocation or employment of a substantial nature, except the certain
directors and officers of SBCL also hold positions with The Sanwa Bank
Limited, of Japan or its other subsidiaries.
Listed below are the directors and certain principal executive officers
of SBCL, their principal occupations and, for the prior two fiscal
years, any other business, profession, vocation, or employment of a
substantial nature engaged in by such directors and officers:
<TABLE>
<CAPTION>
NAME AND POSITION OTHER BUSINESS, PROFESSION, VOCATION, OR EMPLOYMENT
- ----------------- ---------------------------------------------------
<S> <C>
Teruyoshi Yasufuku Chairman of the Board, SBCL; Counselor, Sanwa Research Institute
Steven D. Broidy Director, SBCL; Vice Chairman and Chief Administrative Officer, City National Bank
Robert C. Cooke Director, SBCL
Robert C. Corteway Director, SBCL
Vilma Martinez Director, SBCL; Litigation Partner, Munger, Tolles & Olson
James M. Rosser, Ph.D. Director, SBCL; President, California State University at Los Angeles
</TABLE>
3
<PAGE> 164
Cynthia Ann Telles, Ph.D. Director, SBCL; Director, Spanish Speaking
Psychosocial Clinic, The Neuropsychiatric
Institute and Hospital Department of
Psychiatry and Behavioral Sciences, UCLA
School of Medicine
James C. Van Horne Director, SBCL; A.P. Gianniani Professor of
Finance at the Graduate School of Business
at Stanford University
Tamio Takakura President and Chief Executive Officer, SBCL
Kazuyoshi Kuwahata Vice Chairman & Chief Line Officer, SBCL
Howard N. Gould Vice Chairman & Chief Administrative Officer;
SBCL
ITEM 29. PRINCIPAL UNDERWRITER
(a) BISYS Fund Services acts as distributor and administrator for the
Registrant. BISYS Fund Services also distributes the securities of
American Performance Funds, AmSouth Mutual Funds, The ARCH Fund, Inc.,
BB&T Mutual Funds Groups, The Coventry Group, Empire Builder Tax Free
Bond Fund, First Choice Funds Trust, Fountain Square Funds, Hirtle
Callaghan Trust, HSBC Family of Funds, The Infinity Mutual Funds, Inc.,
Intrust Funds, The Kent Funds, Magna Funds, MarketWatch Funds, Meyers
Sheppard Investment Trust, Minerva Funds, MMA Praxis Mutual Funds, The
M.S.D. & T. Funds, Inc., Pacific Capital Funds, The Parkstone Group of
Funds, The Parkstone Advantage Funds, Pegasus Funds, Qualivest Funds,
The Republic Funds Trust, The Republic Advisors Funds Trust, The
Riverfront Funds, Inc., SBSF Funds, Inc. dba Key Mutual Funds, Sefton
Funds, The Sessions Group, Summit Investment Trust, The Time Horizon
Funds, Variable Insurance Funds, and The Victory Portfolios each of
which is a management investment company. The parent of BISYS Fund
Services, Inc. (the sole general partner of BISYS Fund Services) is The
BISYS Group, Inc.
(b) Partners of BISYS Fund Services as of the date of this Part C are
as follows:
Positions Positions and
Name and Principal Offices with The Offices with
Business Addresses Winsbury Company The Registrant
- ------------------ ---------------- --------------
The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, NJ 07424
BISYS Fund Services, Inc. Sole General None
3435 Stelzer Road Partner
Columbus, OH 43219
4
<PAGE> 165
WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, NJ 07424
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
(1) Sanwa Bank California, 601 S. Figueroa Street, Los Angeles,
California 90017 (records relating to the Advisor's functions as
investment adviser).
(2) BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio
43219 (records relating to its functions as administrator,
distributor, transfer agent, and fund accountant).
(3) The Bank of New York, 90 Washington Street, New York, New York
10286 (records relating to its function as custodian).
(4) Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite
800 East, Washington, DC 20005 (the Registrant's Declaration
of Trust, By-Laws, and Minute Books).
ITEM 31. MANAGEMENT SERVICES
None.
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes to call a meeting of the shareholders for
the purpose of voting upon the question of removal of one or more
trustees when requested to do so by the holders of at least 10% of the
outstanding shares of Registrant and to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communication.
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.
Registrant hereby undertakes to file a post-effective amendment
including financial statements, which need not be audited, for each of
the Sanwa Prime Money Market Fund, the Sanwa U.S. Treasury Obligations
Fund, the Sanwa Investment Grade Bond Fund, the Sanwa Global Asset
Allocation Fund, and the Sanwa Equity Fund (each a "Fund"), within
four to six months of the commencement of that Fund's operations.
5
<PAGE> 166
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Washington, D.C., on the
20th day of February, 1998.
Sanwa Mutual Funds Group
By: /s/ LARRY LAYNE*
------------------------------
Larry Layne
Chairman
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement of the Eureka Funds has been signed
below by the following persons in the capacities and on the dates indicated:
Signature Capacity Date
- --------- -------- ----
/s/ LARRY LAYNE* Chairman of the Board February 20, 1998
- --------------------- and Trustee
Larry Layne
/s/ MASAKI HORIOKA* Trustee February 20, 1998
- ---------------------
Masaki Horioka
/s/ WALTER F. BERAN* Trustee February 20, 1998
- ---------------------
Walter F. Beran
/s/ DAVID L. BUELL* Trustee February 20, 1998
- ---------------------
David L. Buell
/s/ DONALD H. LIVINGSTONE* Trustee February 20, 1998
- ---------------------
Donald H. Livingstone
/s/ IRIMGA MCKAY* President February 20, 1998
- ---------------------
Irimga McKay
/s/ MARTIN R. DEAN* Treasurer February 20, 1998
- ---------------------
Martin R. Dean
*By: /s/ ALYSSA ALBERTELLI
-------------------------
Alyssa Albertelli
Attorney-In-Fact
<PAGE> 167
POWER OF ATTORNEY
The undersigned, each being a Trustee of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, his true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Larry Layne Trustee October 21, 1997
- --------------------------
Larry Layne
/s/ Masaki Horioka Trustee October 21, 1997
- --------------------------
Masaki Horioka
/s/ Walter F. Beran Trustee October 21, 1997
- --------------------------
Walter F. Beran
/s/ David L. Buell Trustee October 21, 1997
- --------------------------
David L. Buell
/s/ Donald H. Livingstone Trustee October 21, 1997
- --------------------------
Donald H. Livingstone
<PAGE> 168
POWER OF ATTORNEY
The undersigned, being the President of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, her true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Irimga McKay President February 20, 1998
- -------------------
Irimga McKay
<PAGE> 169
POWER OF ATTORNEY
The undersigned, being the Treasurer of the Eureka Funds, does hereby
constitute and appoint Martin E. Lybecker, Brian L. Murray, Jr., and Alyssa
Albertelli, each individually, his true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Eureka Funds to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Eureka Funds pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an officer
of the Eureka Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by virtue
thereof.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Martin R. Dean Treasurer February 20, 1998
- -------------------
Martin R. Dean
<PAGE> 170
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
(5) Investment Advisory Agreement between Registrant and
Sanwa Bank California is filed herewith.
(6) Distribution Agreement between Registrant and BISYS Fund
Services Limited Partnership is filed herewith.
(8) (a) Custody Agreement between Registrant and
The Bank of New York is filed herewith.
(9) (a) Transfer Agency Agreement between Registrant and BISYS
Fund Services, Inc. is filed herewith.
(b) Fund Accounting Agreement between Registrant and BISYS
Fund Services, Inc. is filed herewith.
(c) Administration Agreement between Registrant and BISYS
Fund Services Limited Partnership filed is filed herewith.
(10) Opinion and Consent of Counsel as to legality of shares
being registered is filed herewith.
(11) (a) Consent of Ropes & Gray is filed herewith.
(b) Consent of Ernst & Young is filed herewith.
</TABLE>
<PAGE> 1
Exhibit 5
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of October 21, 1997 between the Eureka Funds, a
Massachusetts business trust (hereinafter called the "Trust"), and Sanwa Bank
California, a state chartered bank with its principal office in Los Angeles,
California (hereinafter called the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
certain investment advisory and related services described below in connection
with the management of each of the investment portfolios of the Trust identified
on Schedule A hereto (the "Funds"), and the Investment Adviser desires to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act
as investment adviser to the Funds for the period and on the terms set forth in
this Agreement. The Investment Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
2. Delivery of Documents. The Trust has furnished the Investment
Adviser with copies properly certified or authenticated of each of the following
documents:
(a) the Trust's Agreement and Declaration of Trust, dated
April 7, 1997 and filed with the Secretary of State of The Commonwealth of
Massachusetts, and all amendments thereto or restatements thereof (such
Agreement and Declaration of Trust, as presently in effect and as it shall from
time to time be amended or restated, is herein called the "Declaration of
Trust");
(b) the Trust's Bylaws and amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing
the appointment of the Investment Adviser and approving this Agreement;
(d) the Trust's original Notification of Registration on Form
N-8A under the 1940 Act as filed with the Securities and Exchange Commission on
July 31, 1997 and all amendments thereto;
<PAGE> 2
(e) the Trust's current Registration Statement on Form N-lA
under the Securities Act of 1933, as amended ("1933 Act"), and under the 1940
Act as filed with the Securities and Exchange Commission; and
(f) the Funds' most recent prospectuses and the Trust's
Statement of Additional Information relating to the Funds (such prospectuses and
Statement of Additional Information, as presently in effect, and all amendments
and supplements thereto are herein collectively called the "Prospectus" or the
"Prospectuses").
The Trust will promptly furnish the Investment Adviser with copies of
all amendments of or supplements to the foregoing documents.
3. Management. Subject to the supervision of the Trust's Board of
Trustees, the Investment Adviser will provide or cause to be provided a
continuous investment program for each Fund identified on Schedule A hereto,
including investment research and management with respect to all securities and
investments and cash equivalents in such Funds. The Investment Adviser will
determine or cause to be determined from time to time what securities and other
investments will be purchased, retained or sold by the Trust with respect to
each Fund identified on Schedule A hereto and will place or cause to be placed
orders for purchase and sale on behalf of the Trust with respect to such Fund.
The Investment Adviser will provide the services under this Agreement
in accordance with each Fund's investment objective, policies and restrictions
as stated in the Prospectuses, resolutions of the Trust's Board of Trustees, and
any undertakings with regulatory authorities which are provided by the Trust to
the Investment Adviser. The Investment Adviser further agrees that it:
(a) will use the same skill and care in providing such
services as it uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will comply in all material respects with all applicable
Rules and Regulations of the Securities and Exchange Commission under the
Investment Company Act of 1940 and in addition will conduct its activities under
this Agreement in accordance with any applicable regulations pertaining to the
investment advisory activities of the Investment Adviser;
(c) will place or cause to be placed orders for the Funds
identified on Schedule A hereto either directly with the issuer or with any
broker or dealer and, in placing orders with brokers and dealers, the Investment
Adviser or any sub-investment adviser employed by the Investment Adviser will
attempt to obtain prompt execution of orders in an effective manner at the most
favorable price. Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Investment Adviser
or any sub-investment adviser employed by the Investment Adviser may, in its
discretion, purchase and
-2-
<PAGE> 3
sell portfolio securities to and from brokers and dealers who provide the
Investment Adviser or any such subinvestment adviser with research advice and
other services; and
(d) will treat confidentially and as proprietary information
of the Trust all records and other information relative to the Trust and prior,
present, or potential shareholders of the Trust learned by, or disclosed to, the
Investment Adviser in the course of its performance of its responsibilities and
duties under this Agreement, and will not use such records and information for
any purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where the
Investment Adviser may be exposed to civil, regulatory, or criminal sanctions
for failure to comply when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
4. Use of Sub-Investment Adviser. The Investment Adviser may, subject
to the approvals required under the 1940 Act, employ a sub-investment adviser to
assist the Investment Adviser in the performance of its duties under this
Agreement. Such use does not relieve the Investment Adviser of any duty or
liability it would otherwise have under this Agreement. Compensation of any such
sub-investment adviser for services provided and expenses assumed under any
agreement between the Investment Adviser and such sub-investment adviser
permitted under this paragraph is the sole responsibility of the Investment
Adviser.
5. Services Not Exclusive. The investment management services furnished
by the Investment Adviser hereunder are not to be deemed exclusive. Except to
the extent necessary to perform the Investment Adviser's obligations under this
Agreement, nothing herein shall be deemed to limit or restrict the right of the
Investment Adviser, or any subsidiary or affiliate of the Investment Adviser, or
any employee of the Investment Adviser, to engage in any other business or to
devote time and attention to any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other person.
6. Books and Records. In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Investment Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Investment Adviser further agrees to preserve for the periods prescribed by
Rule 3la-2 under the 1940 Act the records required to be maintained by Rule
3la-1 under the 1940 Act.
7. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions or charges, if any) purchased for the Trust. The Trust will be
responsible for all of the Trust's expenses and liabilities.
-3-
<PAGE> 4
8. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, each of the Funds will pay the Investment Adviser
and the Investment Adviser will accept as full compensation therefor a fee
computed daily and paid monthly on the first business day of each month equal to
the lesser of (i) the fee at the applicable annual rate set forth on Schedule A
hereto or (ii) such fee as may from time to time be agreed upon in writing by
the Trust and the Investment Adviser. If the fee payable to the Investment
Adviser pursuant to this paragraph begins to accrue after the beginning of any
month or if this Agreement terminates before the end of any month, the fee for
the period from such date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating fees, the
value of a Fund's net assets shall be computed in the manner specified in the
Prospectus and the Trust's Declaration of Trust for the computation of the value
of the Fund's net assets in connection with the determination of the net asset
value of the Fund's shares.
9. Limitation of Liability. The Investment Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Funds in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty under the Investment Company Act of
1940 with respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Investment Adviser in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. In no case
shall the Investment Adviser be liable for actions taken or nonactions with
respect to the performance of services under this Agreement based upon specific
information, instructions, or requests given or made to the Investment Adviser
by an officer of the Trust thereunto duly authorized.
10. Duration and Termination. This Agreement will become effective as
to a particular Fund as of the date first written above, provided that it shall
have been approved by vote of a majority of the outstanding voting securities of
such Fund, in accordance with the requirements under the 1940 Act, and, unless
sooner terminated as provided herein, shall continue in effect until October 31,
1999. Thereafter, if not terminated, this Agreement shall continue in effect as
to a particular Fund for successive periods of twelve months each ending on
October 31 of each year, provided such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of the Trust's
Board of Trustees who are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by the vote of a majority of the Trust's
Board of Trustees or by the vote of a majority of the outstanding voting
securities of such Fund. Notwithstanding the foregoing, this Agreement may be
terminated as to a particular Fund at any time on sixty days' written notice,
without the payment of any penalty, by the Trust (by vote of the Trust's Board
of Trustees or by vote of a majority of the outstanding voting securities of
such Fund) or by the Investment Adviser. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the
-4-
<PAGE> 5
terms "majority of the outstanding voting securities", "interested persons" and
"assignment" shall have the same meaning of such terms in the 1940 Act.)
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
12. Legal Advice. The Investment Adviser shall notify the Trust at any
time the Investment Adviser believes that it is in need of the advice of counsel
with regard to its responsibilities and duties pursuant to this Agreement; if
the Investment Adviser wishes to seek the advice of legal counsel of its own
choosing it must first notify the Trust and seek its approval, which shall not
be unreasonably withheld, such advice to be at the expense of the Trust or Funds
unless relating to a matter involving the Investment Adviser's willful
misfeasance, bad faith, gross negligence or reckless disregard with respect to
the Investment Adviser's responsibilities and duties hereunder and the
Investment Adviser shall in no event be liable to the Trust or any Fund or any
shareholder or beneficial owner of the Trust for any action reasonably taken
pursuant to such advice.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other party to the party giving notice: if to the
Trust, at 3435 Stelzer Road, Columbus, Ohio 43219, Attention: Martin R. Dean;
and if to the Investment Adviser, at 601 S. Figueroa Street, W10-4, Los Angeles,
California 09917, Attention: Richard Weiss.
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of The Commonwealth of Massachusetts.
The names "Eureka Funds" and "Trustees of Eureka Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of April 7, 1997 to which reference is hereby made
and a copy of which is on file at the office of the Secretary of State of The
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "Eureka
Funds" entered into
-5-
<PAGE> 6
in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and all persons dealing with
any series of shares of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the Trust.
14. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL JUDICIAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. Each party hereby
agrees that service of all process in any such proceeding in any such court may
be made by registered or certified mail, return receipt requested, to such party
at its address provided in Section 13, such service being hereby acknowledged by
such party to be sufficient for personal jurisdiction in any action against such
party in any such court and to be otherwise effective and binding service in
every respect. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of a party to bring
proceedings against any other party in the courts of any other jurisdiction.
15. WAIVER OF JURY TRIAL. EACH PARTY HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including without limitation
contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. Each party acknowledges that this waiver is a material
inducement for the other parties to enter into a business relationship, that
such parties have already relied on this waiver in entering into this Agreement
and that each will continue to rely on this waiver in their related future
dealings. Each party further warrants and represents that it has reviewed this
waiver with its legal counsel, and that each knowingly and voluntarily waives
its jury trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement
may be filed as a written consent to a trial by the court.
-6-
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
Eureka Funds
By: /s/ Martin R. Dean
-----------------------
Title: Treasurer
Sanwa Bank California
By: /s/
-----------------------
Title: S.V.P.
-7-
<PAGE> 8
Dated: October 21, 1997
Schedule A
to the
Investment Advisory Agreement between the Eureka Funds
and Sanwa Bank California
dated October 21, 1997
<TABLE>
<CAPTION>
Name of Fund Compensation*
- ------------ -------------
<S> <C>
Eureka Prime Money Market Fund Annual rate of thirty one-hundredths of one
percent (.30%) of the Eureka Prime Money
Market Fund's average daily net assets.
Eureka U.S. Treasury Obligations Fund Annual rate of twenty one-hundredths of one
percent (.20%) of the Eureka U.S. Treasury
Obligations Fund's average daily net assets.
Eureka Investment Grade Bond Fund Annual rate of sixty one-hundredths of one
percent (.60%) of the Eureka Investment
Grade Bond Fund's average daily assets.
Eureka Global Asset Allocation Fund Annual rate of ninety one-hundredths of one
percent (.90%) of the Eureka Global Asset
Allocation Fund's average daily net assets.
Eureka Equity Fund Annual rate of seventy-five one-hundredths of
one percent (.75%) of Eureka Equity Fund's
average daily net assets.
EUREKA FUNDS SANWA BANK CALIFORNIA
By: /s/ Martin R. Dean By: /s/
----------------------- -----------------------
</TABLE>
- ------------
* All fees are computed daily and paid monthly.
A-1
<PAGE> 1
Exhibit 6
DISTRIBUTION AGREEMENT
----------------------
AGREEMENT made this 31st day of October, 1997, between EUREKA FUNDS
(the "Trust"), a Massachusetts business trust having its principal place of
business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES
LIMITED PARTNERSHIP d/b/a BISYS FUND SERVICES ("Distributor"), having its
principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.
WHEREAS, the Trust is an open-end management investment company,
organized as a Massachusetts business trust and registered with the Securities
and Exchange Commission (the "Commission") under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, it is intended that Distributor act as the distributor of the
units of beneficial interest ("Shares") of each of the investment portfolios of
the Trust (such portfolios being referred to individually as a "Fund" and
collectively as the "Funds").
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS DISTRIBUTOR.
1.1 Distributor will act as agent for the distribution of the
Shares covered by the registration statement and prospectus of the Trust then in
effect under the Securities Act of 1933, as amended (the "Securities Act"). As
used in this Agreement, the term "registration statement" shall mean Parts A
(the prospectus), B (the Statement of Additional Information) and C of each
registration statement that is filed on Form N-1A, or any successor thereto,
with the Commission, together with any amendments thereto. The term "prospectus"
shall mean each form of prospectus and Statement of Additional Information used
by the Funds for delivery to shareholders and prospective shareholders after the
effective dates of the above referenced registration statements, together with
any amendments and supplements thereto.
1.2 Distributor agrees to use appropriate efforts to solicit
orders for the sale of the Shares and will undertake such advertising and
promotion as it believes reasonable in connection with such solicitation. The
Trust understands that Distributor is now and may in the future be the
distributor of the shares of several investment companies or series (together,
"Companies") including Companies having investment objectives similar to those
of the Trust. The Trust further understands that investors and potential
investors in the Trust may invest in shares of such other Companies. The Trust
agrees that Distributor's duties to such Companies shall not be deemed in
conflict with its duties to the Trust under this paragraph 1.2.
<PAGE> 2
Distributor shall, at its own expense, finance
appropriate activities which it deems reasonable, which are primarily intended
to result in the sale of the Shares, including, but not limited to, advertising,
compensation of underwriters, dealers and sales personnel, the printing and
mailing of prospectuses to other than current Shareholders, and the printing and
mailing of sales literature.
1.3 In its capacity as distributor of the Shares, all
activities of Distributor and its partners, agents, and employees shall comply
with all applicable laws, rules and regulations, including, without limitation,
the 1940 Act, all rules and regulations promulgated by the Commission thereunder
and all rules and regulations adopted by any securities association registered
under the Securities Exchange Act of 1934.
1.4 Distributor will provide one or more persons, during
normal business hours, to respond to telephone questions with respect to the
Trust.
1.5 Distributor will transmit any orders received by it for
purchase or redemption of the Shares to the transfer agent and custodian for the
Funds.
1.6 Whenever in their judgment such action is warranted by
unusual market, economic or political conditions, or by abnormal circumstances
of any kind, the Trust's officers may decline to accept any orders for, or make
any sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.
1.7 Distributor will act only on its own behalf as principal
if it chooses to enter into selling agreements with selected dealers or others.
1.8 The Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of
the Shares for sale in such states as Distributor may designate.
1.9 The Trust shall furnish from time to time, for use in
connection with the sale of the Shares, such information with respect to the
Funds and the Shares as Distributor may reasonably request; and the Trust
warrants that the statements contained in any such information shall fairly show
or represent what they purport to show or represent. The Trust shall also
furnish Distributor upon request with: (a) unaudited semi-annual statements of
the Funds' books and accounts prepared by the Trust, (b) a monthly itemized list
of the securities in the Funds, (c) monthly balance sheets as soon as
practicable after the end of each month, and (d) from time to time such
additional information regarding the financial condition of the Funds as
Distributor may reasonably request.
1.10 The Trust represents to Distributor that, with respect to
the Shares, all registration statements and prospectuses filed by the Trust with
the Commission under the Securities Act have been carefully prepared in
conformity with requirements of said Act and rules and
2
<PAGE> 3
regulations of the Commission thereunder. The registration statement and
prospectus contain all statements required to be stated therein in conformity
with said Act and the rules and regulations of said Commission and all
statements of fact contained in any such registration statement and prospectus
are true and correct. Furthermore, neither any registration statement nor any
prospectus includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading to a purchaser of the Shares. The Trust may, but shall
not be obligated to, propose from time to time such amendment or amendments to
any registration statement and such supplement or supplements to any prospectus
as, in the light of future developments, may, in the opinion of the Trust's
counsel, be necessary or advisable. If the Trust shall not propose such
amendment or amendments and/or supplement or supplements within fifteen days
after receipt by the Trust of a written request from Distributor to do so,
Distributor may, at its option, terminate this Agreement. The Trust shall not
file any amendment to any registration statement or supplement to any prospectus
without giving Distributor reasonable notice thereof in advance; provided,
however, that nothing contained in this Agreement shall in any way limit the
Trust's right to file at any time such amendments to any registration statement
and/or supplements to any prospectus, of whatever character, as the Trust may
deem advisable, such right being in all respects absolute and unconditional.
1.11 The Trust authorizes Distributor and dealers to use any
prospectus in the form furnished from time to time in connection with the sale
of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its
several partners and employees, and any person who controls Distributor within
the meaning of Section 15 of the Securities Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which Distributor, its partners
and employees, or any such controlling person, may incur under the Securities
Act or under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
either any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading; provided, however, that the Trust's
agreement to indemnify Distributor, its partners or employees, and any such
controlling person shall not be deemed to cover any claims, demands, liabilities
or expenses arising out of any statements or representations as are contained in
any prospectus and in such financial and other statements as are furnished in
writing to the Trust by Distributor and used in the answers to the registration
statement or in the corresponding statements made in the prospectus, or arising
out of or based upon any omission or alleged omission to state a material fact
in connection with the giving of such information required to be stated in such
answers or necessary to make the answers not misleading; and further provided
that the Trust's agreement to indemnify Distributor and the Trust's
representations and warranties hereinbefore set forth in paragraph 1.10 shall
not be deemed to cover any liability to the Trust or its Shareholders to which
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
Distributor's reckless disregard of its obligations and duties under this
Agreement. The Trust's agreement to indemnify Distributor, its partners and
employees and any such controlling
3
<PAGE> 4
person, as aforesaid, is expressly conditioned upon the Trust being notified of
any action brought against Distributor, its partners or employees, or any such
controlling person, such notification to be given by letter or by telegram
addressed to the Trust at its principal office in Columbus, Ohio and sent to the
Trust by the person against whom such action is brought, within 10 days after
the summons or other first legal process shall have been served. The failure to
so notify the Trust of any such action shall not relieve the Trust from any
liability which the Trust may have to the person against whom such action is
brought by reason of any such untrue, or allegedly untrue, statement or
omission, or alleged omission, otherwise than on account of the Trust's
indemnity agreement contained in this paragraph 1.11. The Trust will be entitled
to assume the defense of any suit brought to enforce any such claim, demand or
liability, but, in such case, such defense shall be conducted by counsel of good
standing chosen by the Trust and approved by Distributor, which approval shall
not be unreasonably withheld. In the event the Trust elects to assume the
defense of any such suit and retain counsel of good standing approved by
Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in case
Distributor reasonably does not approve of counsel chosen by the Trust, the
Trust will reimburse Distributor, its partners and employees, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by Distributor or them. The Trust's
indemnification agreement contained in this paragraph 1.11 and the Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Distributor, its partners and employees, or any controlling person, and shall
survive the delivery of any Shares.
This Agreement of indemnity will inure exclusively to
Distributor's benefit, to the benefit of its several partners and employees, and
their respective estates, and to the benefit of the controlling persons and
their successors. The Trust agrees promptly to notify Distributor of the
commencement of any litigation or proceedings against the Trust or any of its
officers or Trustees in connection with the issue and sale of any Shares.
1.12 Distributor agrees to indemnify, defend and hold the
Trust, its several officers and Trustees and any person who controls the Trust
within the meaning of Section 15 of the Securities Act free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
costs of investigating or defending such claims, demands, or liabilities and any
counsel fees incurred in connection therewith) which the Trust, its officers or
Trustees or any such controlling person, may incur under the Securities Act or
under common law or otherwise, but only to the extent that such liability or
expense incurred by the Trust, its officers or Trustees or such controlling
person resulting from such claims or demands, shall arise out of or be based
upon any untrue, or alleged untrue, statement of a material fact contained in
information furnished in writing by Distributor to the Trust and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by Distributor to the
Trust required to be stated in such answers or necessary to make such
information not misleading. Distributor's agreement to indemnify the Trust, its
officers and
4
<PAGE> 5
Trustees, and any such controlling person, as aforesaid, is expressly
conditioned upon Distributor being notified of any action brought against the
Trust, its officers or Trustees, or any such controlling person, such
notification to be given by letter or telegram addressed to Distributor at its
principal office in Columbus, Ohio, and sent to Distributor by the person
against whom such action is brought, within 10 days after the summons or other
first legal process shall have been served. Distributor shall have the right of
first control of the defense of such action, with counsel of its own choosing,
satisfactory to the Trust, if such action is based solely upon such alleged
misstatement or omission on Distributor's part, and in any other event the
Trust, its officers or Trustees or such controlling person shall each have the
right to participate in the defense or preparation of the defense of any such
action. The failure to so notify Distributor of any such action shall not
relieve Distributor from any liability which Distributor may have to the Trust,
its officers or Trustees, or to such controlling person by reason of any such
untrue or alleged untrue statement, or omission or alleged omission, otherwise
than on account of Distributor's indemnity agreement contained in this paragraph
1.12.
1.13 No Shares shall be offered by either Distributor or the
Trust under any of the provisions of this Agreement and no orders for the
purchase or sale of Shares hereunder shall be accepted by the Trust if and so
long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of
the Securities Act or if and so long as a current prospectus as required by
Section 10(b)(2) of said Act is not on file with the Commission; provided,
however, that nothing contained in this paragraph 1.13 shall in any way restrict
or have an application to or bearing upon the Trust's obligation to repurchase
Shares from any Shareholder in accordance with the provisions of the Trust's
prospectus, Agreement and Declaration of Trust, or Bylaws.
1.14 The Trust agrees to advise Distributor as soon as
reasonably practical by a notice in writing delivered to Distributor or its
counsel:
(a) of any request by the Commission for
amendments to the registration statement or
prospectus then in effect or for additional
information;
(b) in the event of the issuance by the
Commission of any stop order suspending the
effectiveness of the registration statement
or prospectus then in effect or the
initiation by service of process on the
Trust of any proceeding for that purpose;
(c) of the happening of any event that makes
untrue any statement of a material fact made
in the registration statement or prospectus
then in effect or which requires the making
of a change in such registration statement
or prospectus in order to make the
statements therein not misleading; and
5
<PAGE> 6
(d) of all action of the Commission with respect
to any amendment to any registration
statement or prospectus which may from time
to time be filed with the Commission.
For purposes of this section, informal requests by or
acts of the Staff of the Commission shall not be deemed actions of or requests
by the Commission.
1.15 Distributor agrees on behalf of itself and its partners
and employees to treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and its prior,
present or potential Shareholders, and not to use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except, after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be withheld
where Distributor may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust. The provisions of
this paragraph 1.15 shall survive the termination of this Agreement.
1.16 This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.
1.17 In the event Distributor purchases the initial shares of
the Trust for purposes of satisfying the minimum net worth requirements set
forth in Section 14(a) of the 1940 Act and this Agreement is subsequently
terminated for any reason prior to the time that organizational expenses
incurred by the Trust have been completely amortized, then the Trust shall cause
the successor distributor of the shares to pay to Distributor, within thirty
(30) days following the termination of this Agreement or on an alternative date
that is mutually agreed upon by the parties, an amount of cash that is
sufficient to purchase the initial shares that are held by Distributor.
2. FEE.
Distributor shall receive from the Funds identified in the
Distribution Plan attached as Schedule A hereto a distribution fee at the rate
and upon the terms and conditions set forth in such Distribution Plan.
Distributor shall receive from the Funds identified in the Shareholder Servicing
Plan attached as Schedule B hereto a shareholder servicing fee at the rate and
upon the terms and conditions set forth in such Shareholder Servicing Plan. The
distribution fee and shareholder servicing fee shall be accrued daily and shall
be paid on the first business day of each month, or at such time(s) as the
Distributor shall reasonably request.
6
<PAGE> 7
3. TERM, DURATION AND TERMINATION.
This Agreement shall become effective as of the date first
written above and, unless sooner terminated as provided herein, shall continue
until October 31, 1999. Thereafter, if not terminated, this Agreement shall
continue with respect to a particular Fund automatically for successive one-year
terms, provided that such continuance is specifically approved at least annually
by (a) by the vote of a majority of those members of the Trust's Board of
Trustees who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting for the purpose of voting on such approval
and (b) by the vote of the Trust's Board of Trustees or the vote of a majority
of the outstanding voting securities of such Fund. This Agreement is terminable
without penalty, on not less than sixty days' prior written notice, by the
Trust's Board of Trustees, by vote of a majority of the outstanding voting
securities of the Trust or by the Distributor. This Agreement will also
terminate automatically in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meanings as ascribed
to such terms in the 1940 Act.)
4. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind only the
trust property of the Trust. The execution and delivery of this Agreement have
been authorized by the Trustees, and this Agreement has been signed and
delivered by an authorized officer of the Trust, acting as such, and neither
such authorization by the Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in the Trust's Agreement and Declaration of
Trust.
5. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
ALL JUDICIAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
IN THE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH
PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. Each party
hereby agrees that service of all process in any such proceeding in any such
court may be made by registered or certified mail, return receipt requested, to
such party at its address provided first above, such service being hereby
acknowledged by such party to be sufficient for personal jurisdiction in any
action against such party in any such court and to be otherwise effective and
binding service in every respect. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of a party
to bring proceedings against the other party in the courts of any other
jurisdiction.
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<PAGE> 8
6. WAIVER OF JURY TRIAL.
EACH PARTY HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT. The scope of this waiver is intended to be all-encompassing of any
and all disputes that may be filed in any court and that relate to the subject
matter of this transaction, including without limitation contract claims, tort
claims, breach of duty claims, and all other common law and statutory claims.
Each party acknowledges that this waiver is a material inducement for the other
party to enter into a business relationship, that such parties have already
relied on this waiver in entering into this Agreement and that each will
continue to rely on this waiver in its related future dealings. Each party
further warrants and represents that it has reviewed this waiver with its legal
counsel, and that knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
written above.
EUREKA FUNDS BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Martin R. Dean By: /s/ George O. Martinez
----------------------------- ----------------------------
Title: Treasurer Title: Senior Vice President
-------------------------- --------------------------
8
<PAGE> 9
Dated: October 31, 1997
SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN
EUREKA FUNDS
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
DISTRIBUTION PLAN
A-1
<PAGE> 10
Dated: October 31, 1997
SCHEDULE B
TO THE DISTRIBUTION AGREEMENT
BETWEEN
EUREKA FUNDS
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
SHAREHOLDER SERVICING PLAN
B-1
<PAGE> 1
EXHIBIT 8(a)
CUSTODY AGREEMENT
Agreement made as of this 3rd day of November, 1997, between THE EUREKA
FUNDS, a Massachusetts business trust organized and existing under the laws of
the State of Massachusetts, having its principal office and place of business at
3435 Stelyer Road, Columbus, Ohio 43219 (hereinafter called the "Fund"), and THE
BANK OF NEW YORK, a New York corporation authorized to do a banking business,
having its principal office and place of business at 48 Wall Street, New York,
New York 10286 (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter set
forth, the Fund and the Custodian agree as follows:
ARTICLE I.
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
1. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its
successor or successors and its nominee or nominees.
2. "Call Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and payment of the
exercise price, as specified therein, to purchase from the writer thereof the
specified underlying Securities.
3. "Certificate" shall mean any notice, instruction, or other instrument
in writing, authorized or required by this Agreement to be given to the
Custodian which is actually received by the Custodian and signed on behalf of
the Fund by any two Officers, and the term Certificate shall also include
Instructions.
4. "Clearing Member" shall mean a registered broker-dealer which is a
clearing member under the rules of O.C.C. and a member of a national securities
exchange
<PAGE> 2
qualified to act as a custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing member.
5. "Collateral Account" shall mean a segregated account so denominated
which is specifically allocated to a Series and pledged to the Custodian as
security for, and in consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in paragraph 8 of Article
V herein, or (b) any receipt described in Article V or VIII herein.
6. "Covered Call Option" shall mean an exchange traded option entitling
the holder, upon timely exercise and payment of the exercise price, as
specified therein, to purchase from the writer thereof the specified underlying
Securities (excluding Futures Contracts) which are owned by the writer thereof
and subject to appropriate restrictions.
7. "Composite Currency Unit" shall mean the European Currency Unit or any
other composite unit consisting of the aggregate of specified amounts of
specified Currencies as such unit may be constituted from time to time.
8. "Currency" shall mean money denominated in a lawful currency of any
country or the European Currency Unit.
9. "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees. The term "Depository"
shall further mean and include any other person authorized to act as a
depository under the Investment Company Act of 1940, its successor or
successors and its nominee or nominees, specifically identified in a certified
copy of a resolution of the Fund's Board of Trustees specifically approving
deposits therein by the Custodian.
10. "Financial Futures Contract" shall mean the firm commitment to buy or
sell fixed income securities including, without limitation, U.S. Treasury
Bills, U.S. Treasury Notes, U.S. Treasury Bonds, domestic bank certificates of
deposit, and Eurodollar certificates of deposit, during a specified month at an
agreed upon price.
11. "Futures Contract" shall mean a Financial Futures Contract and/or
Stock Index Futures Contracts.
12. "Futures Contract Option" shall mean an option with respect to a
Futures Contract.
13. "FX Transaction" shall mean any transaction for the purchase by one
party of an agreed amount in one Currency
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<PAGE> 3
against the sale by it to the other party of an agreed amount
in another Currency.
14. "Instructions" shall mean instructions communications transmitted by
electronic or telecommunications media including S.W.I.F.T.,
computer-to-computer interface, dedicated transmission line, facsimile
transmission (which may be signed by an Officer or unsigned) and tested telex.
15. "Margin Account" shall mean a segregated account in the name of a
broker, dealer, futures commission merchant, or a Clearing Member, or in the
name of the Fund for the benefit of a broker, dealer, futures commission
merchant, or Clearing Member, or otherwise, in accordance with an agreement
between the Fund, the Custodian and a broker, dealer, futures commission
merchant or a Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities and/or money of
the Fund shall be deposited and withdrawn from time to time in connection with
such transactions as the Fund may from time to time determine. Securities held
in the Book-Entry System or the Depository shall be deemed to have been
deposited in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry in its books and records.
16. "Money Market Security" shall be deemed to include, without
limitation, certain Reverse Repurchase Agreements, debt obligations issued or
guaranteed as to interest and principal by the government of the United States
or agencies or instrumentalities thereof, any tax, bond or revenue anticipation
note issued by any state or municipal government or public authority,
commercial paper, certificates of deposit and bankers' acceptances, repurchase
agreements with respect to the same and bank time deposits, where the purchase
and sale of such securities normally requires settlement in federal funds on
the same day as such purchase or sale.
17. "O.C.C." shall mean the Options Clearing Corporation, a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934, its
successor or successors, and its nominee or nominees.
18. "Officers" shall be deemed to include the President, any Vice
President, the Secretary, the Treasurer, the Controller, any Assistant
Secretary, any Assistant Treasurer, and any other person or persons, whether or
not any such other person is an officer of the Fund, duly authorized by the
Board of Trustees of the Fund to execute any Certificate, instruction, notice
or other instrument on behalf of the Fund and listed in the Certificate annexed
hereto as Appendix A or such other Certificate as may be received by the
Custodian from time to time.
- 3 -
<PAGE> 4
19. "Option" shall mean a Call Option, Covered Call Option, Stock
Index Option and/or a Put Option.
20. "Oral Instructions" shall mean verbal instructions actually received
by the Custodian from an Officer or from a person reasonably believed by the
Custodian to be an Officer.
21. "Put Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and tender of the
specified underlying Securities, to sell such Securities to the writer thereof
for the exercise price.
22. "Reverse Repurchase Agreement" shall mean an agreement pursuant to
which the Fund sells Securities and agrees to repurchase such Securities at a
described or specified date and price.
23. "Security" shall be deemed to include, without limitation, Money
Market Securities, Call Options, Put Options, Stock Index Options, Stock Index
Futures Contracts, Stock Index Futures Contract Options, Financial Futures
Contracts, Financial Futures Contract Options, Reverse Repurchase Agreements,
common stocks and other securities having characteristics similar to common
stocks, preferred stocks, debt obligations issued by state or municipal
governments and by public authorities, (including, without limitation, general
obligation bonds, revenue bonds, industrial bonds and industrial development
bonds), bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing rights to
receive, purchase, sell or subscribe for the same, or evidencing or
representing any other rights or interest therein, or any property or assets.
24. "Senior Security Account" shall mean an account maintained and
specifically allocated to a Series under the terms of this Agreement as a
segregated account, by recordation or otherwise, within the custody account
in which certain Securities and/or other assets of the Fund specifically
allocated to such Series shall be deposited and withdrawn from time to time in
accordance with Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
25. "Series" shall mean the various portfolios, if any, of the Fund listed
on Appendix B hereto as amended from time to time.
26. "Shares" shall mean the shares of beneficial interest of the Fund,
each of which is, in the case of a Fund having Series, allocated to a
particular Series.
- 4 -
<PAGE> 5
27. "Stock Index Futures Contract" shall mean a bilateral agreement
pursuant to which the parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the value
of a particular stock index at the close of the last business day of the
contract and the price at which the futures contract is originally struck.
28. "Stock Index Option" shall mean an exchange traded option entitling
the holder, upon timely exercise, to receive an amount of cash determined by
reference to the difference between the exercise price and the value of the
index on the date of exercise.
ARTICLE II.
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as custodian of
the Securities and money at any time owned by the Fund during the period of
this Agreement.
2. The Custodian hereby accepts appointment as such custodian and agrees
to perform the duties thereof as hereinafter set forth.
ARTICLE III.
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, the Fund will deliver or cause to be delivered to the Custodian
all Securities and all money owned by it, at any time during the period of this
Agreement, and shall specify with respect to such Securities and money the
Series to which the same are specifically allocated. The Custodian shall
segregate, keep and maintain the assets of the Series separate and apart. The
Custodian will not be responsible for any Securities and money not actually
received by it. The Custodian will be entitled to reverse any credits made on
the Fund's behalf where such credits have been previously made and money is not
finally collected. The Fund shall deliver to the Custodian a certified
resolution of the Board of Trustees of the Fund, substantially in the form of
Exhibit A hereto, approving, authorizing and instructing the Custodian on a
continuous and on-going basis to deposit in the Book-Entry System all
Securities eligible for deposit therein, regardless of the Series to which the
same are specifically allocated and to utilize the Book-Entry System to the
extent possible in connection with its performance hereunder, including,
without limitation, in connection with settlements of purchases and sales of
Securities, loans of Securities and
- 5 -
<PAGE> 6
deliveries and returns of Securities collateral. Prior to a deposit of
Securities specifically allocated to a Series in the Depository, the Fund shall
deliver to the Custodian a certified resolution of the Board of Trustees of the
Fund, substantially in the form of Exhibit B hereto, approving, authorizing and
instructing the Custodian on a continuous and ongoing basis until instructed to
the contrary by a Certificate actually received by the Custodian to deposit in
the Depository all Securities specifically allocated to such Series eligible
for deposit therein, and to utilize the Depository to the extent possible with
respect to such Securities in connection with its performance hereunder,
including, without limitation, in connection with settlements of purchases and
sales of Securities, loans of Securities, and deliveries and returns of
Securities collateral. Securities and money deposited in either the Book-Entry
System or the Depository will be represented in accounts which include only
assets held by the Custodian for customers, including, but not limited to,
accounts in which the Custodian acts in a fiduciary or representative capacity
and will be specifically allocated on the Custodian's books to the separate
account for the applicable Series. Prior to the Custodian's accepting,
utilizing and acting with respect to Clearing Member confirmations for Options
and transactions in Options for a Series as provided in this Agreement, the
Custodian shall have received a certified resolution of the Fund's Board of
Trustees, substantially in the form of Exhibit C hereto, approving, authorizing
and instructing the Custodian on a continuous and on-going basis, until
instructed to the contrary by a Certificate actually received by the Custodian,
to accept, utilize and act in accordance with such confirmations as provided in
this Agreement with respect to such Series.
2. The Custodian shall establish and maintain separate accounts, in the
name of each Series, and shall credit to the separate account for each Series
all money received by it for the account of the Fund with respect to such
Series. Money credited to a separate account for a Series shall be disbursed by
the Custodian only:
(a) as hereinafter provided;
(b) pursuant to Certificates setting forth the name and address of
the person to whom the payment is to be made, the Series account from which
payment is to be made and the purpose for which payment is to be made; or
(c) in payment of the fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to such Series.
3. Promptly after the close of business on each day, the Custodian shall
furnish the Fund with confirmations and a summary, on a per Series basis, of
all transfers to or from
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<PAGE> 7
the account of the Fund for a Series, either hereunder or with any co-custodian
or sub-custodian appointed in accordance with this Agreement during said day.
Where Securities are transferred to the account of the Fund for a Series, the
Custodian shall also by book-entry or otherwise identify as belonging to such
Series a quantity of Securities in a fungible bulk of Securities registered in
the name of the Custodian (or its nominee) or shown on the Custodian's account
on the books of the Book-Entry System or the Depository. At least monthly and
from time to time, the Custodian shall furnish the Fund with a detailed
statement, on a per Series basis, of the Securities and money held by the
Custodian for the Fund.
4. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, all Securities held by the Custodian hereunder, which are issued
or issuable only in bearer form, except such Securities as are held in the
Book-Entry System, shall be held by the Custodian in that form; all other
Securities held hereunder may be registered in the name of the Fund, in the
name of any duly appointed registered nominee of the Custodian as the Custodian
may from time to time determine, or in the name of the Book-Entry System or the
Depository or their successor or successors, or their nominee or nominees. The
Fund agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of the Book-Entry System or the
Depository any Securities which it may hold hereunder and which may from time
to time be registered in the name of the Fund. The Custodian shall hold all
such Securities specifically allocated to a Series which are not held in the
Book-Entry System or in the Depository in a separate account in the name of
such Series physically segregated at all times from those of any other person
or persons.
5. Except as otherwise provided in this Agreement and unless otherwise
instructed to the contrary by a Certificate, the Custodian by itself, or
through the use of the Book-Entry System or the Depository with respect to
Securities held hereunder and therein deposited, shall with respect to all
Securities held for the Fund hereunder in accordance with preceding paragraph
4:
(a) collect all income, dividends and distributions due or payable;
(b) give notice to the Fund and present payment and collect the
amount payable upon such Securities which are called, but only if either (i)
the Custodian receives a written notice of such call, or (ii) notice of such
call appears in one or more of the publications listed in Appendix C annexed
hereto, which may be amended at any time by the
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<PAGE> 8
Custodian without the prior notification or consent of the
Fund;
(c) present for payment and collect the amount payable upon all
Securities which mature;
(d) surrender Securities in temporary form for definitive
Securities;
(e) execute, as custodian, any necessary declarations or certificates
of ownership under the Federal Income Tax Laws or the laws or regulations of
any other taxing authority now or hereafter in effect;
(f) hold directly, or through the Book-Entry System or the Depository
with respect to Securities therein deposited, for the account of a Series, all
rights and similar securities issued with respect to any Securities held by the
Custodian for such Series hereunder; and
(g) deliver to the Fund all notices, proxies, proxy soliciting
materials, consents and other written information (including, without
limitation, notices of tender offers and exchange offers, pendency of calls,
maturities of Securities and expiration of rights) relating to Securities held
pursuant to this Agrement which are actually received by the Custodian, such
proxies and other similar materials to be executed by the registered owner (if
Securities are registered otherwise than in the name of the Fund), but without
indicating the manner in which proxies or consents are to be voted.
6. Upon receipt of a Certificate and not otherwise, the Custodian,
directly or through the use of the Book-Entry System or the Depository, shall:
(a) execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other instruments
whereby the authority of the Fund as owner of any Securities held by the
Custodian hereunder for the Series specified in such Certificate may be
exercised;
(b) deliver any Securities held by the Custodian hereunder for the
Series specified in such Certificate in exchange for other Securities or cash
issued or paid in connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or the exercise
of any conversion privilege and receive and hold hereunder specifically
allocated to such Series any cash or other Securities received in exchange;
(c) deliver any Securities held by the Custodian hereunder for the
Series specified in such Certificate to any protective committee,
reorganization committee or other person
- 8 -
<PAGE> 9
in connection with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and receive and hold
hereunder specifically allocated to such Series such certificates of deposit,
interim receipts or other instruments or documents as may be issued to it to
evidence such delivery;
(d) make such transfers or exchanges of the assets of the Series
specified in such Certificate, and take such other steps as shall be stated in
such Certificate to be for the purpose of effectuating any duly authorized plan
of liquidation, reorganization, merger, consolidation or recapitalization of
the Fund; and
(e) present for payment and collect the amount payable upon
Securities not described in preceding paragraph 5(b) of this Article which may
be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained herein, the Custodian
shall not be required to obtain possession of any instrument or certificate
representing any Futures Contract, any Option, or any Futures Contract Option
until after it shall have determined, or shall have received a Certificate from
the Fund stating, that any such instruments or certificates are available. The
Fund shall deliver to the Custodian such a Certificate no later than the
business day preceding the availability of any such instrument or certificate.
Prior to such availability, the Custodian shall comply with Section 17(f) of
the Investment Company Act of 1940, as amended, in connection with the
purchase, sale, settlement, closing out or writing of Futures Contracts,
Options, or Futures Contract Options by making payments or deliveries specified
in Certificates received by the Custodian in connection with any such purchase,
sale, writing, settlement or closing out upon its receipt from a broker,
dealer, or futures commission merchant of a statement or confirmation
reasonably believed by the Custodian to be in the form customarily used by
brokers, dealers, or future commission merchants with respect to such Futures
Contracts, Options, or Futures Contract Options, as the case may be, confirming
that such Security is held by such broker, dealer or futures commission
merchant, in book-entry form or otherwise, in the name of the Custodian (or any
nominee of the Custodian) as custodian for the Fund, provided, however, that
notwithstanding the foregoing, payments to or deliveries from the Margin
Account, and payments with respect to Securities to which a Margin Account
relates, shall be made in accordance with the terms and conditions of the
Margin Account Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in this Agreement
to the contrary, make payment for any Futures Contract, Option, or Futures
Contract Option for which such instruments or such certificates are available
only against
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<PAGE> 10
the delivery to the Custodian of such instrument or such certificate, and
deliver any Futures Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against receipt by the
Custodian of payment therefor. Any such instrument or certificate delivered to
the Custodian shall be held by the Custodian hereunder in accordance with, and
subject to, the provisions of this Agreement.
ARTICLE IV.
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
OTHER THAN OPTIONS, FUTURES CONTRACTS AND
FUTURES CONTRACT OPTIONS
1. Promptly after each purchase of Securities by the Fund, other than a
purchase of an Option, a Futures Contract, or a Futures Contract Option, the
Fund shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Certificate, and (ii) with
respect to each purchase of Money Market Securities, a Certificate or Oral
Instructions, specifying with respect to each such purchase: (a) the Series to
which such Securities are to be specifically allocated; (b) the name of the
issuer and the title of the Securities; (c) the number of shares or the
principal amount purchased and accrued interest, if any; (d) the date of
purchase and settlement; (e) the purchase price per unit; (f) the total amount
payable upon such purchase; (g) the name of the person from whom or the broker
through whom the purchase was made, and the name of the clearing broker, if
any; and (h) the name of the broker to whom payment is to be made. The
Custodian shall, upon receipt of Securities purchased by or for the Fund, pay
to the broker specified in the Certificate out of the money held for the
account of such Series the total amount payable upon such purchase, provided
that the same conforms to the total amount payable as set forth in such
Certificate or Oral Instructions.
2. Promptly after each sale of Securities by the Fund, other than a sale
of any Option, Futures Contract, Futures Contract Option, or any Reverse
Repurchase Agreement, the Fund shall deliver to the Custodian (i) with respect
to each sale of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each sale of Money Market Securities, a
Certificate or Oral Instructions, specifying with respect to each such sale:
(a) the Series to which such Securities were specifically allocated; (b) the
name of the issuer and the title of the Security; (c) the number of shares or
principal amount sold, and accrued interest, if any; (d) the date of sale; (e)
the sale price per unit; (f) the total amount payable to the Fund upon such
sale; (g) the name of the broker through whom or the person to whom the sale
was made, and the name of the clearing broker, if
- 10 -
<PAGE> 11
any; and (h) the name of the broker to whom the Securities are to be delivered.
The Custodian shall deliver the Securities specifically allocated to such
Series to the broker specified in the Certificate against payment of the total
amount payable to the Fund upon such sale, provided that the same conforms to
the total amount payable as set forth in such Certificate or Oral Instructions.
ARTICLE V.
OPTIONS
1. Promptly after the purchase of any Option by the Fund, the Fund shall
deliver to the Custodian a Certificate specifying with respect to each Option
purchased: (a) the Series to which such Option is specifically allocated; (b)
the type of Option (put or call); (c) the name of the issuer and the title and
number of shares subject to such Option or, in the case of a Stock Index
Option, the stock index to which such Option relates and the number of Stock
Index Options purchased; (d) the expiration date; (e) the exercise price; (f)
the dates of purchase and settlement; (g) the total amount payable by the Fund
in connection with such purchase; (h) the name of the Clearing Member through
whom such Option was purchased; and (i) the name of the broker to whom payment
is to be made. The Custodian shall pay, upon receipt of a Clearing Member's
statement confirming the purchase of such Option held by such Clearing Member
for the account of the Custodian (or any duly appointed and registered nominee
of the Custodian) as custodian for the Fund, out of money held for the account
of the Series to which such Option is to be specifically allocated, the total
amount payable upon such purchase to the Clearing Member through whom the
purchase was made, provided that the same conforms to the total amount payable
as set forth in such Certificate.
2. Promptly after the sale of any Option purchased by the Fund pursuant to
paragraph 1 hereof, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the Series to which such Option
was specifically allocated; (b) the type of Option (put or call); (c) the name
of the issuer and the title and number of shares subject to such Option or, in
the case of a Stock Index Option, the stock index to which such Option relates
and the number of Stock Index Options sold; (d) the date of sale; (e) the sale
price; (f) the date of settlement; (g) the total amount payable to the Fund
upon such sale; and (h) the name of the Clearing Member through whom the sale
was made. The Custodian shall consent to the delivery of the Option sold by the
Clearing Member which previously supplied the confirmation described in
preceding paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the Fund, provided that
the same
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<PAGE> 12
conforms to the total amount payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any Call Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Call Option: (a) the
Series to which such Call Option was specifically allocated; (b) the name of
the issuer and the title and number of shares subject to the Call Option; (c)
the expiration date; (d) the date of exercise and settlement; (e) the exercise
price per share; (f) the total amount to be paid by the Fund upon such
exercise; and (g) the name of the Clearing Member through whom such Call Option
was exercised. The Custodian shall, upon receipt of the Securities underlying
the Call Option which was exercised, pay out of the money held for the account
of the Series to which such Call Option was specifically allocated the total
amount payable to the Clearing Member through whom the Call Option was
exercised, provided that the same conforms to the total amount payable as set
forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Put Option: (a) the
Series to which such Put Option was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Put Option; (c) the
expiration date; (d) the date of exercise and settlement; (e) the exercise
price per share; (f) the total amount to be paid to the Fund upon such
exercise; and (g) the name of the Clearing Member through whom such Put Option
was exercised. The Custodian shall, upon receipt of the amount payable upon the
exercise of the Put Option, deliver or direct the Depository to deliver the
Securities specifically allocated to such Series, provided the same conforms to
the amount payable to the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock Index Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Stock Index Option:
(a) the Series to which such Stock Index Option was specifically allocated; (b)
the type of Stock Index Option (put or call); (c) the number of Options being
exercised; (d) the stock index to which such Option relates; (e) the expiration
date; (f) the exercise price; (g) the total amount to be received by the Fund
in connection with such exercise; and (h) the Clearing Member from whom such
payment is to be received.
6. Whenever the Fund writes a Covered Call Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Covered
Call Option: (a) the Series for which such Covered Call Option was written; (b)
the name of the issuer and the title and number of shares for
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<PAGE> 13
which the Covered Call Option was written and which underlie the same; (c) the
expiration date; (d) the exercise price; (e) the premium to be received by the
Fund; (f) the date such Covered Call Option was written; and (g) the name of
the Clearing Member through whom the premium is to be received. The Custodian
shall deliver or cause to be delivered, in exchange for receipt of the premium
specified in the Certificate with respect to such Covered Call Option, such
receipts as are required in accordance with the customs prevailing among
Clearing Members dealing in Covered Call Options and shall impose, or direct
the Depository to impose, upon the underlying Securities specified in the
Certificate specifically allocated to such Series such restrictions as may be
required by such receipts. Notwithstanding the foregoing, the Custodian has
the right, upon prior written notification to the Fund, at any time to refuse
to issue any receipts for Securities in the possession of the Custodian and not
deposited with the Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund and described in the
preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate instructing the Custodian to deliver, or
to direct the Depository to deliver, the Securities subject to such Covered
Call Option and specifying: (a) the Series for which such Covered Call Option
was written; (b) the name of the issuer and the title and number of shares
subject to the Covered Call Option; (c) the Clearing Member to whom the
underlying Securities are to be delivered; and (d) the total amount payable to
the Fund upon such delivery. Upon the return and/or cancellation of any
receipts delivered pursuant to paragraph 6 of this Article, the Custodian shall
deliver, or direct the Depository to deliver, the underlying Securities as
specified in the Certificate against payment of the amount to be received as
set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund shall promptly deliver
to the Custodian a Certificate specifying with respect to such Put Option: (a)
the Series for which such Put Option was written; (b) the name of the issuer
and the title and number of shares for which the Put Option is written and
which underlie the same; (c) the expiration date; (d) the exercise price; (e)
the premium to be received by the Fund; (f) the date such Put Option is
written; (g) the name of the Clearing Member through whom the premium is to be
received and to whom a Put Option guarantee letter is to be delivered; (h) the
amount of cash, and/or the amount and kind of Securities, if any, specifically
allocated to such Series to be deposited in the Senior Security Account for
such Series; and (i) the amount of cash and/or the amount and kind of
Securities specifically allocated to such Series to be deposited into the
Collateral Account for such Series. The Custodian shall, after making the
deposits into the Collateral Account
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<PAGE> 14
specified in the Certificate, issue a Put Option guarantee letter substantially
in the form utilized by the Custodian on the date hereof, and deliver the same
to the Clearing Member specified in the Certificate against receipt of the
premium specified in said Certificate. Notwithstanding the foregoing, the
Custodian shall be under no obligation to issue any Put Option guarantee letter
or similar document if it is unable to make any of the representations
contained therein.
9. Whenever a Put Option written by the Fund and described in the
preceding paragraph is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which such Put Option was
written; (b) the name of the issuer and title and number of shares subject to
the Put Option; (c) the Clearing Member from whom the underlying Securities are
to be received; (d) the total amount payable by the Fund upon such delivery;
(e) the amount of cash and/or the amount and kind of Securities specifically
allocated to such Series to be withdrawn from the Collateral Account for such
Series and (f) the amount of cash and/or the amount and kind of Securities,
specifically allocated to such Series, if any, to be withdrawn from the Senior
Security Account. Upon the return and/or cancellation of any Put Option
guarantee letter or similar document issued by the Custodian in connection with
such Put Option, the Custodian shall pay out of the money held for the account
of the Series to which such Put Option was specifically allocated the total
amount payable to the Clearing Member specified in the Certificate as set forth
in such Certificate against delivery of such Securities, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option: (a) the Series for which such Stock Index Option was written; (b)
whether such Stock Index Option is a put or a call; (c) the number of options
written; (d) the stock index to which such Option relates; (e) the expiration
date; (f) the exercise price; (g) the Clearing Member through whom such Option
was written; (h) the premium to be received by the Fund; (i) the amount of cash
and/or the amount and kind of Securities, if any, specifically allocated to
such Series to be deposited in the Senior Security Account for such Series; (j)
the amount of cash and/or the amount and kind of Securities, if any,
specifically allocated to such Series to be deposited in the Collateral Account
for such Series; and (k) the amount of cash and/or the amount and kind of
Securities, if any, specifically allocated to such Series to be deposited in a
Margin Account, and the name in which such account is to be or has been
established. The Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits, if any, into the Senior Security Account
specified in the Certificate, and either (1) deliver such receipts, if any,
which the Custodian
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<PAGE> 15
has specifically agreed to issue, which are in accordance with the customs
prevailing among Clearing Members in Stock Index Options and make the deposits
into the Collateral Account specified in the Certificate, or (2) make the
deposits into the Margin Account specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund and described in the
preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option: (a) the Series for which such Stock Index Option was written; (b)
such information as may be necessary to identify the Stock Index Option being
exercised; (c) the Clearing Member through whom such Stock Index Option is
being exercised; (d) the total amount payable upon such exercise, and whether
such amount is to be paid by or to the Fund; (e) the amount of cash and/or
amount and kind of Securities, if any, to be withdrawn from the Margin Account;
and (f) the amount of cash and/or amount and kind of Securities, if any, to be
withdrawn from the Senior Security Account for such Series; and the amount of
cash and/or the amount and kind of Securities, if any, to be withdrawn from the
Collateral Account for such Series. Upon the return and/or cancellation of the
receipt, if any, delivered pursuant to the preceding paragraph of this Article,
the Custodian shall pay out of the money held for the account of the Series to
which such Stock Index Option was specifically allocated to the Clearing Member
specified in the Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical to a previously
written Option described in paragraphs, 6, 8 or 10 of this Article in a
transaction expressly designated as a "Closing Purchase Transaction" in order
to liquidate its position as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to the Option
being purchased: (a) that the transaction is a Closing Purchase Transaction;
(b) the Series for which the Option was written; (c) the name of the issuer and
the title and number of shares subject to the Option, or, in the case of a
Stock Index Option, the stock index to which such Option relates and the number
of Options held; (d) the exercise price; (e) the premium to be paid by the
Fund; (f) the expiration date; (g) the type of Option (put or call); (h) the
date of such purchase; (i) the name of the Clearing Member to whom the premium
is to be paid; and (j) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account, a specified
Margin Account, or the Senior Security Account for such Series. Upon the
Custodian's payment of the premium and the return and/or cancellation of any
receipt issued pursuant to paragraphs 6, 8 or 10 of this Article with respect
to the Option being liquidated through the Closing Purchase Transaction, the
Custodian shall remove,
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<PAGE> 16
or direct the Depository to remove, the previously imposed restrictions on
the Securities underlying the Call Option.
13. Upon the expiration, exercise or consummation of a Closing Purchase
Transaction with respect to any Option purchased or written by the Fund and
described in this Article, the Custodian shall delete such Option from the
statements delivered to the Fund pursuant to paragraph 3 Article III herein,
and upon the return and/or cancellation of any receipts issued by the
Custodian, shall make such withdrawals from the Collateral Account, and the
Margin Account and/or the Senior Security Account as may be specified in a
Certificate received in connection with such expiration, exercise, or
consummation.
ARTICLE VI.
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures Contract, the Fund shall
deliver to the Custodian a Certificate specifying with respect to such Futures
Contract, (or with respect to any number of identical Futures Contract(s)): (a)
the Series for which the Futures Contract is being entered; (b) the category of
Futures Contract (the name of the underlying stock index or financial
instrument); (c) the number of identical Futures Contracts entered into; (d)
the delivery or settlement date of the Futures Contract(s); (e) the date the
Futures Contract(s) was (were) entered into and the maturity date; (f) whether
the Fund is buying (going long) or selling (going short) on such Futures
Contract(s); (g) the amount of cash and/or the amount and kind of Securities,
if any, to be deposited in the Senior Security Account for such Series; (h) the
name of the broker, dealer, or futures commission merchant through whom the
Futures Contract was entered into; and (i) the amount of fee or commission, if
any, to be paid and the name of the broker, dealer, or futures commission
merchant to whom such amount is to be paid. The Custodian shall make the
deposits, if any, to the Margin Account in accordance with the terms and
conditions of the Margin Account Agreement. The Custodian shall make payment
out of the money specifically allocated to such Series of the fee or
commission, if any, specified in the Certificate and deposit in the Senior
Security Account for such Series the amount of cash and/or the amount and kind
of Securities specified in said Certificate.
2. (a) Any variation margin payment or similar payment required to be made
by the Fund to a broker, dealer, or futures commission merchant with respect to
an outstanding Futures Contract, shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
- 16 -
<PAGE> 17
(b) Any variation margin payment or similar payment from a broker,
dealer, or futures commission merchant to the Fund with respect to an
outstanding Futures Contract, shall be received and dealt with by the Custodian
in accordance with the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian hereunder is retained
by the Fund until delivery or settlement is made on such Futures Contract, the
Fund shall deliver to the Custodian a Certificate specifying: (a) the Futures
Contract and the Series to which the same relates; (b) with respect to a Stock
Index Futures Contract, the total cash settlement amount to be paid or
received, and with respect to a Financial Futures Contract, the Securities
and/or amount of cash to be delivered or received; (c) the broker, dealer, or
futures commission merchant to or from whom payment or delivery is to be made
or received; and (d) the amount of cash and/or Securities to be withdrawn from
the Senior Security Account for such Series. The Custodian shall make the
payment or delivery specified in the Certificate, and delete such Futures
Contract from the statements delivered to the Fund pursuant to paragraph 3 of
Article III herein.
4. Whenever the Fund shall enter into a Futures Contract to offset a
Futures Contract held by the Custodian hereunder, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b) the Futures
Contract being offset. The Custodian shall make payment out of the money
specifically allocated to such Series of the fee or commission, if any,
specified in the Certificate and delete the Futures Contract being offset from
the statements delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Senior Security Account for such
Series as may be specified in such Certificate. The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
5. Notwithstanding any other provision in this Agreement to the contrary,
the Custodian shall deliver cash and Securities to a future commission merchant
upon receipt of a Certificate from the Fund specifying: (a) the name of the
future commission merchant; (b) the specific cash and Securities to be
delivered; (c) the date of such delivery; and (d) the date of the agreement
between the Fund and such future commission merchant entered pursuant to Rule
17f-6 under the Investment Company Act 1940, as amended. Each delivery of such
a Certificate by the Fund shall constitute (x) a representation and warranty by
the Fund that the Rule 17f-6 agreement has been duly authorized, executed and
delivered by the Fund and the future commission merchant and complies with Rule
17f-6, and (y) an agreement by the Fund that the
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<PAGE> 18
Custodian shall not be liable for the acts or omissions of any such future
commission merchant.
ARTICLE VII.
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract Option by the Fund,
the Fund shall promptly deliver to the Custodian a Certificate specifying with
respect to such Futures Contract Option: (a) the Series to which such Option is
specifically allocated; (b) the type of Futures Contract Option (put or call);
(c) the type of Futures Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures Contract Option
purchased; (d) the expiration date; (e) the exercise price; (f) the dates of
purchase and settlement; (g) the amount of premium to be paid by the Fund upon
such purchase; (h) the name of the broker or futures commission merchant
through whom such option was purchased; and (i) the name of the broker, or
futures commission merchant, to whom payment is to be made. The Custodian shall
pay out of the money specifically allocated to such Series, the total amount to
be paid upon such purchase to the broker or futures commissions merchant
through whom the purchase was made, provided that the same conforms to the
amount set forth in such Certificate.
2. Promptly after the sale of any Futures Contract Option purchased by the
Fund pursuant to paragraph 1 hereof, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such sale: (a) Series
to which such Futures Contract Option was specifically allocated; (b) the type
of Future Contract Option (put or call); (c) the type of Futures Contract and
such other information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (d) the date of sale; (e) the sale
price; (f) the date of settlement; (g) the total amount payable to the Fund
upon such sale; and (h) the name of the broker of futures commission merchant
through whom the sale was made. The Custodian shall consent to the cancellation
of the Futures Contract Option being closed against payment to the Custodian of
the total amount payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the Fund pursuant to
paragraph 1 is exercised by the Fund, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which such Futures
Contract Option was specifically allocated; (b) the particular Futures Contract
Option (put or call) being exercised; (c) the type of Futures Contract
underlying the Futures Contract Option; (d) the date of exercise; (e) the name
of the broker or futures
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<PAGE> 19
commission merchant through whom the Futures Contract Option is exercised; (f)
the net total amount, if any, payable by the Fund; (g) the amount, if any, to
be received by the Fund; and (h) the amount of cash and/or the amount and kind
of Securities to be deposited in the Senior Security Account for such Series.
The Custodian shall make, out of the money and Securities specifically
allocated to such Series, the payments, if any, and the deposits, if any, into
the Senior Security Account as specified in the Certificate. The deposits, if
any, to be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Futures Contract Option: (a) the Series for which such Futures Contract Option
was written; (b) the type of Futures Contract Option (put or call); (c) the
type of Futures Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract Option; (d) the
expiration date; (e) the exercise price; (f) the premium to be received by the
Fund; (g) the name of the broker or futures commission merchant through whom
the premium is to be received; and (h) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Senior Security Account for
such Series. The Custodian shall, upon receipt of the premium specified in the
Certificate, make out of the money and Securities specifically allocated to
such Series the deposits into the Senior Security Account, if any, as specified
in the Certificate. The deposits, if any, to be made to the Margin Account
shall be made by the Custodian in accordance with the terms and conditions of
the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the Fund which is a call
is exercised, the Fund shall promptly deliver to the Custodian a Certificate
specifying: (a) the Series to which such Futures Contract Option was
specifically allocated; (b) the particular Futures Contract Option exercised;
(c) the type of Futures Contract underlying the Futures Contract Option; (d)
the name of the broker or futures commission merchant through whom such Futures
Contract Option was exercised; (e) the net total amount, if any, payable to the
Fund upon such exercise; (f) the net total amount, if any, payable by the Fund
upon such exercise; and (g) the amount of cash and/or the amount and kind of
Securities to be deposited in the Senior Security Account for such Series. The
Custodian shall, upon its receipt of the net total amount payable to the Fund,
if any, specified in such Certificate make the payments, if any, and the
deposits, if any, into the Senior Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin Account shall be
made by the Custodian in accordance with the terms and conditions of the Margin
Account Agreement.
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<PAGE> 20
6. Whenever a Futures Contract Option which is written by the Fund and
which is a put is exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying: (a) the Series to which such Option was specifically
allocated; (b) the particular Futures Contract Option exercised; (c) the type
of Futures Contract underlying such Futures Contract Option; (d) the name of
the broker or futures commission merchant through whom such Futures Contract
Option is exercised; (e) the net total amount, if any, payable to the Fund upon
such exercise; (f) the net total amount, if any, payable by the Fund upon such
exercise; and (g) the amount and kind of Securities and/or cash to be withdrawn
from or deposited in, the Senior Security Account for such Series, if any. The
Custodian shall, upon its receipt of the net total amount payable to the Fund,
if any, specified in the Certificate, make out of the money and Securities
specifically allocated to such Series, the payments, if any, and the deposits,
if any, into the Senior Security Account as specified in the Certificate. The
deposits to and/or withdrawals from the Margin Account, if any, shall be made
by the Custodian in accordance with the terms and conditions of the Margin
Account Agreement.
7. Whenever the Fund purchases any Futures Contract Option identical to a
previously written Futures Contract Option described in this Article in order
to liquidate its position as a writer of such Futures Contract Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to the Futures Contract Option being purchased: (a) the Series to which such
Option is specifically allocated; (b) that the transaction is a closing
transaction; (c) the type of Future Contract and such other information as may
be necessary to identify the Futures Contract underlying the Futures Option
Contract; (d) the exercise price; (e) the premium to be paid by the Fund; (f)
the expiration date; (g) the name of the broker or futures commission merchant
to whom the premium is to be paid; and (h) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the Senior Security
Account for such Series. The Custodian shall effect the withdrawals from the
Senior Security Account specified in the Certificate. The withdrawals, if any,
to be made from the Margin Account shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
8. Upon the expiration, exercise, or consummation of a closing transaction
with respect to, any Futures Contract Option written or purchased by the Fund
and described in this Article, the Custodian shall (a) delete such Futures
Contract Option from the statements delivered to the Fund pursuant to paragraph
3 of Article III herein and, (b) make such withdrawals from and/or in the case
of an exercise such deposits into the Senior Security Account as may be
specified in a Certificate. The deposits to and/or withdrawals from the
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<PAGE> 21
Margin Account, if any, shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the exercise of a
Futures Contract Option described in this Article shall be subject to Article
VI hereof.
10. Notwithstanding any other provision in this Agreement to the contrary,
the Custodian shall deliver cash and Securities to a future commission merchant
upon receipt of a Certificate from the Fund specifying: (a) the name of the
future commission merchant; (b) the specific cash and Securities to be
delivered; (c) the date of such delivery; and (d) the date of the agreement
between the Fund and such future commission merchant entered pursuant to Rule
17f-6 under the Investment Company Act 1940, as amended. Each delivery of such
a Certificate by the Fund shall constitute (x) a representation and warranty by
the Fund that the Rule 17f-6 agreement has been duly authorized, executed and
delivered by the Fund and the future commission merchant and complies with Rule
17f-6, and (y) an agreement by the Fund that the Custodian shall not be liable
for the acts or omissions of any such future commission merchant.
ARTICLE VIII.
SHORT SALES
1. Promptly after any short sales by any Series of the Fund, the Fund
shall promptly deliver to the Custodian a Certificate specifying: (a) the
Series for which such short sale was made; (b) the name of the issuer and the
title of the Security; (c) the number of shares or principal amount sold, and
accrued interest or dividends, if any; (d) the dates of the sale and
settlement; (e) the sale price per unit; (f) the total amount credited to the
Fund upon such sale, if any, (g) the amount of cash and/or the amount and kind
of Securities, if any, which are to be deposited in a Margin Account and the
name in which such Margin Account has been or is to be established; (h) the
amount of cash and/or the amount and kind of Securities, if any, to be
deposited in a Senior Security Account, and (i) the name of the broker through
whom such short sale was made. The Custodian shall upon its receipt of a
statement from such broker confirming such sale and that the total amount
credited to the Fund upon such sale, if any, as specified in the Certificate is
held by such broker for the account of the Custodian (or any nominee of the
Custodian) as custodian of the Fund, issue a receipt or make the deposits into
the Margin Account and the Senior Security Account specified in the
Certificate.
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<PAGE> 22
2. In connection with the closing-out of any short sale, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to each
such closing out: (a) the Series for which such transaction is being made; (b)
the name of the issuer and the title of the Security; (c) the number of shares
or the principal amount, and accrued interest or dividends, if any, required to
effect such closing-out to be delivered to the broker; (d) the dates of
closing-out and settlement; (e) the purchase price per unit; (f) the net total
amount payable to the Fund upon such closing-out; (g) the net total amount
payable to the broker upon such closing-out; (h) the amount of cash and the
amount and kind of Securities to be withdrawn, if any, from the Margin Account;
(i) the amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Senior Security Account; and (j) the name of the broker
through whom the Fund is effecting such closing-out. The Custodian shall, upon
receipt of the net total amount payable to the Fund upon such closing-out, and
the return and/or cancellation of the receipts, if any, issued by the Custodian
with respect to the short sale being closed-out, pay out of the money held for
the account of the Fund to the broker the net total amount payable to the
broker, and make the withdrawals from the Margin Account and the Senior
Security Account, as the same are specified in the Certificate.
ARTICLE IX.
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters a Reverse Repurchase Agreement with
respect to Securities and money held by the Custodian hereunder, the Fund shall
deliver to the Custodian a Certificate, or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate or Oral Instructions
specifying: (a) the Series for which the Reverse Repurchase Agreement is
entered; (b) the total amount payable to the Fund in connection with such
Reverse Repurchase Agreement and specifically allocated to such Series; (c) the
broker or dealer through or with whom the Reverse Repurchase Agreement is
entered; (d) the amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (e) the date of such Reverse Repurchase Agreement; and
(f) the amount of cash and/or the amount and kind of Securities, if any,
specifically allocated to such Series to be deposited in a Senior Security
Account for such Series in connection with such Reverse Repurchase Agreement.
The Custodian shall, upon receipt of the total amount payable to the Fund
specified in the Certificate or Oral Instructions make the delivery to the
broker or dealer, and the deposits, if any, to the Senior Security Account,
specified in such Certificate or Oral Instructions.
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<PAGE> 23
2. Upon the termination of a Reverse Repurchase Agreement described in
preceding paragraph 1 of this Article, the Fund shall promptly deliver a
Certificate or, in the event such Reverse Repurchase Agreement is a Money
Market Security, a Certificate or Oral Instructions to the Custodian
specifying: (a) the Reverse Repurchase Agreement being terminated and the
Series for which same was entered; (b) the total amount payable by the Fund in
connection with such termination; (c) the amount and kind of Securities to be
received by the Fund and specifically allocated to such Series in connection
with such termination; (d) the date of termination; (e) the name of the broker
or dealer with or through whom the Reverse Repurchase Agreement is to be
terminated; and (f) the amount of cash and/or the amount and kind of Securities
to be withdrawn from the Senior Securities Account for such Series. The
Custodian shall, upon receipt of the amount and kind of Securities to be
received by the Fund specified in the Certificate or Oral Instructions, make
the payment to the broker or dealer, and the withdrawals, if any, from the
Senior Security Account, specified in such Certificate or Oral Instructions.
ARTICLE X.
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. Promptly after each loan of portfolio Securities specifically allocated
to a Series held by the Custodian hereunder, the Fund shall deliver or cause to
be delivered to the Custodian a Certificate specifying with respect to each
such loan: (a) the Series to which the loaned Securities are specifically
allocated; (b) the name of the issuer and the title of the Securities, (c) the
number of shares or the principal amount loaned, (d) the date of loan and
delivery, (e) the total amount to be delivered to the Custodian against the
loan of the Securities, including the amount of cash collateral and the
premium, if any, separately identified, and (f) the name of the broker, dealer,
or financial institution to which the loan was made. The Custodian shall
deliver the Securities thus designated to the broker, dealer or financial
institution to which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities. The Custodian may
accept payment in connection with a delivery otherwise than through the
Book-Entry System or Depository only in the form of a certified or bank
cashier's check payable to the order of the Fund or the Custodian drawn on New
York Clearing House funds and may deliver Securities in accordance with the
customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of Securities by the Fund,
the Fund shall deliver or cause to be delivered to the Custodian a Certificate
specifying with
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<PAGE> 24
respect to each such loan termination and return of Securities: (a) the Series
to which the loaned Securities are specifically allocated; (b) the name of the
issuer and the title of the Securities to be returned, (c) the number of shares
or the principal amount to be returned, (d) the date of termination, (e) the
total amount to be delivered by the Custodian (including the cash collateral
for such Securities minus any offsetting credits as described in said
Certificate), and (f) the name of the broker, dealer, or financial institution
from which the Securities will be returned. The Custodian shall receive all
Securities returned from the broker, dealer, or financial institution to which
such Securities were loaned and upon receipt thereof shall pay, out of the
money held for the account of the Fund, the total amount payable upon such
return of Securities as set forth in the Certificate.
ARTICLE XI.
CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY
ACCOUNTS, AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such deposits to, or
withdrawals from, a Senior Security Account as specified in a Certificate
received by the Custodian. Such Certificate shall specify the Series for which
such deposit or withdrawal is to be made and the amount of cash and/or the
amount and kind of Securities specifically allocated to such Series to be
deposited in, or withdrawn from, such Senior Security Account for such Series.
In the event that the Fund fails to specify in a Certificate the Series, the
name of the issuer, the title and the number of shares or the principal amount
of any particular Securities to be deposited by the Custodian into, or
withdrawn from, a Senior Securities Account, the Custodian shall be under no
obligation to make any such deposit or withdrawal and shall so notify the Fund.
2. The Custodian shall make deliveries or payments from a Margin Account
to the broker, dealer, futures commission merchant or Clearing Member in whose
name, or for whose benefit, the account was established as specified in the
Margin Account Agreement.
3. Amounts received by the Custodian as payments or distributions with
respect to Securities deposited in any Margin Account shall be dealt with in
accordance with the terms and conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and security interest in and
to any property at any time held by the Custodian in any Collateral Account
described herein. In accordance with applicable law the Custodian may enforce
its lien and realize on any such property whenever the Custodian
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<PAGE> 25
has made payment or delivery pursuant to any Put Option guarantee letter or
similar document or any receipt issued hereunder by the Custodian. In the event
the Custodian should realize on any such property net proceeds which are less
than the Custodian's obligations under any Put Option guarantee letter or
similar document or any receipt, such deficiency shall be a debt owed the
Custodian by the Fund within the scope of Article XIV herein.
5. On each business day the Custodian shall furnish the Fund with a
statement with respect to each Margin Account in which money or Securities are
held specifying as of the close of business on the previous business day: (a)
the name of the Margin Account; (b) the amount and kind of Securities held
therein; and (c) the amount of money held therein. The Custodian shall make
available upon request to any broker, dealer, or futures commission merchant
specified in the name of a Margin Account a copy of the statement furnished the
Fund with respect to such Margin Account.
6. Promptly after the close of business on each business day in which cash
and/or Securities are maintained in a Collateral Account for any Series, the
Custodian shall furnish the Fund with a statement with respect to such
Collateral Account specifying the amount of cash and/or the amount and kind of
Securities held therein. No later than the close of business next succeeding
the delivery to the Fund of such statement, the Fund shall furnish to the
Custodian a Certificate specifying the then market value of the Securities
described in such statement. In the event such then market value is indicated
to be less than the Custodian's obligation with respect to any outstanding Put
Option guarantee letter or similar document, the Fund shall promptly specify in
a Certificate the additional cash and/or Securities to be deposited in such
Collateral Account to eliminate such deficiency.
ARTICLE XII.
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of the resolution of the
Board of Trustees of the Fund, certified by the Secretary or any Assistant
Secretary, either (i) setting forth with respect to the Series specified
therein the date of the declaration of a dividend or distribution, the date of
payment thereof, the record date as of which shareholders entitled to payment
shall be determined, the amount payable per Share of such Series to the
shareholders of record as of that date and the total amount payable to the
Dividend Agent and any sub-dividend agent or co-dividend agent of the Fund on
the payment date, or (ii) authorizing with respect to the Series specified
therein the declaration of
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<PAGE> 26
dividends and distributions on a daily basis and authorizing the Custodian to
rely on Oral Instructions or a Certificate setting forth the date of the
declaration of such dividend or distribution, the date of payment thereof, the
record date as of which shareholders entitled to payment shall be determined,
the amount payable per Share of such Series to the shareholders of record as of
that date and the total amount payable to the Dividend Agent on the payment
date.
2. Upon the payment date specified in such resolution, Oral Instructions
or Certificate, as the case may be, the Custodian shall pay out of the money
held for the account of each Series the total amount payable to the Dividend
Agent and any sub-dividend agent or co-dividend agent of the Fund with respect
to such Series.
ARTICLE XIII.
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any Shares, it shall deliver to the
Custodian a Certificate duly specifying:
(a) the Series, the number of Shares sold, trade date, and price;
and
(b) the amount of money to be received by the Custodian for the sale
of such Shares and specifically allocated to the separate account in the name
of such Series.
2. Upon receipt of such money from the Transfer Agent, the Custodian shall
credit such money to the separate account in the name of the Series for which
such money was received.
3. Upon issuance of any Shares of any Series described in the foregoing
provisions of this Article, the Custodian shall pay, out of the money held for
the account of such Series, all original issue or other taxes required to be
paid by the Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund desires the Custodian
to make payment out of the money held by the Custodian hereunder in connection
with a redemption of any Shares, it shall furnish to the Custodian a
Certificate specifying:
(a) the number and Series of Shares redeemed; and
(b) the amount to be paid for such Shares.
5. Upon receipt from the Transfer Agent of an advice setting forth
the Series and number of Shares received by the
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<PAGE> 27
Transfer Agent for redemption and that such Shares are in good form for
redemption, the Custodian shall make payment to the Transfer Agent out of the
money held in the separate account in the name of the Series the total amount
specified in the Certificate issued pursuant to the foregoing paragraph 4 of
this Article.
6. Notwithstanding the above provisions regarding the redemption of any
Shares, whenever any Shares are redeemed pursuant to any check redemption
privilege which may from time to time be offered by the Fund, the Custodian,
unless otherwise instructed by a Certificate, shall, upon receipt of an advice
from the Fund or its agent setting forth that the redemption is in good form
for redemption in accordance with the check redemption procedure, honor the
check presented as part of such check redemption privilege out of the money
held in the separate account of the Series of the Shares being redeemed.
ARTICLE XIV.
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian, should in its sole discretion advance funds on behalf
of any Series which results in an overdraft because the money held by the
Custodian in the separate account for such Series shall be insufficient to pay
the total amount payable upon a purchase of Securities specifically allocated
to such Series, as set forth in a Certificate or Oral Instructions, or which
results in an overdraft in the separate account of such Series for some other
reason, or if the Fund is for any other reason indebted to the Custodian with
respect to a Series, including any indebtedness to The Bank of New York under
the Fund's Cash Management and Related Services Agreement, (except a borrowing
for investment or for temporary or emergency purposes using Securities as
collateral pursuant to a separate agreement and subject to the provisions of
paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to the Fund for such Series payable on demand
and shall bear interest from the date incurred at a rate per annum (based on a
360-day year for the actual number of days involved) equal to 1/2% over
Custodian's prime commercial lending rate in effect from time to time, such
rate to be adjusted on the effective date of any change in such prime
commercial lending rate but in no event to be less than 6% per annum. In
addition, the Fund hereby agrees that the Custodian shall have a continuing
lien and security interest in and to any property specifically allocated to
such Series at any time held by it for the benefit of such Series or in which
the Fund may have an interest which is then in the Custodian's possession or
control or in possession or control of any third party acting in the
Custodian's behalf. The Fund
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<PAGE> 28
authorizes the Custodian, in its sole discretion, at any time to charge any
such overdraft or indebtedness together with interest due thereon against any
balance of account standing to such Series' credit on the Custodian's books. In
addition, the Fund hereby covenants that on each Business Day on which either
it intends to enter a Reverse Repurchase Agreement and/or otherwise borrow
from a third party, or which next succeeds a Business Day on which at the close
of business the Fund had outstanding a Reverse Repurchase Agreement or such a
borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian,
in writing, of each such borrowing, shall specify the Series to which the same
relates, and shall not incur any indebtedness not so specified other than from
the Custodian.
2. The Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the
Custodian) from which it borrows money for investment or for temporary or
emergency purposes using Securities held by the Custodian hereunder as
collateral for such borrowings, a notice or undertaking in the form currently
employed by any such bank setting forth the amount which such bank will loan to
the Fund against delivery of a stated amount of collateral. The Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to each
such borrowing: (a) the Series to which such borrowing relates; (b) the name of
the bank, (c) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly endorsed by the
Fund, or other loan agreement, (d) the time and date, if known, on which the
loan is to be entered into, (e) the date on which the loan becomes due and
payable, (f) the total amount payable to the Fund on the borrowing date, (g)
the market value of Securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number of shares or the
principal amount of any particular Securities, and (h) a statement specifying
whether such loan is for investment purposes or for temporary or emergency
purposes and that such loan is in conformance with the Investment Company Act
of 1940 and the Fund's prospectus. The Custodian shall deliver on the borrowing
date specified in a Certificate the specified collateral and the executed
promissory note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to the total amount
payable as set forth in the Certificate. The Custodian may, at the option of
the lending bank, keep such collateral in its possession, but such collateral
shall be subject to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver such Securities
as additional collateral as may be specified in a Certificate to collateralize
further any transaction described in this paragraph. The Fund shall cause all
Securities released from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to time such return
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<PAGE> 29
of collateral as may be tendered to it. In the event that the Fund fails to
specify in a Certificate the Series, the name of the issuer, the title and
number of shares or the principal amount of any particular Securities to be
delivered as collateral by the Custodian, the Custodian shall not be under any
obligation to deliver any Securities.
ARTICLE XV.
INSTRUCTIONS
1. With respect to any software provided by the Custodian to a Fund in
order for the Fund to transmit Instructions to the Custodian (the "Software"),
the Custodian grants to such Fund a personal, nontransferable and nonexclusive
license to use the Software solely for the purpose of transmitting Instructions
to, and receiving communications from, the Custodian in connection with its
account(s). The Fund agrees not to sell, reproduce, lease or otherwise
provide, directly or indirectly, the Software or any portion thereof to any
third party without the prior written consent of the Custodian.
2. The Fund shall obtain and maintain at its own cost and expense all
equipment and services, including but not limited to communications services,
necessary for it to utilize the Software and transmit Instructions to the
Custodian. The Custodian shall not be responsible for the reliability,
compatibility with the Software or availability of any such equipment or
services or the performance or nonperformance by any nonparty to this Custody
Agreement.
3. The Fund acknowledges that the Software, all data bases made available
to the Fund by utilizing the Software (other than data bases relating solely to
the assets of the Fund and transactions with respect thereto), and any
proprietary data, processes, information and documentation (other than which
are or become part of the public domain or are legally required to be made
available to the public) (collectively, the "Information"), are the exclusive
and confidential property of the Custodian. The Fund shall keep the Information
confidential by using the same care and discretion that the Fund uses with
respect to its own confidential property and trade secrets and shall neither
make nor permit any disclosure without the prior written consent of the
Custodian. Upon termination of this Agreement or the Software license granted
hereunder for any reason, the Fund shall return to the Custodian all copies of
the Information which are in its possession or under its control or which the
Fund distributed to third parties.
4. The Custodian reserves the right to modify the Software from time to
time upon reasonable prior notice and
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<PAGE> 30
the Fund shall install new releases of the Software as the Custodian may
direct. The Fund agrees not to modify or attempt to modify the Software without
the Custodian's prior written consent. The Fund acknowledges that any
modifications to the Software, whether by the Fund or the Custodian and whether
with or without the Custodian's consent, shall become the property of the
Custodian.
5. The Custodian makes no warranties or representations of any kind with
regard to the Software or the method(s) by which the Fund may transmit
Instructions to the Custodian, express or implied, including but not limited to
any implied warranties or merchantability or fitness for a particular purpose.
6. Where the method for transmitting Instructions by the Fund involves an
automatic systems acknowledgment by the Custodian of its receipt of such
Instructions, then in the absence of such acknowledgment the Custodian shall
not be liable for any failure to act pursuant to such Instructions, the Fund
may not claim that such Instructions were received by the Custodian, and the
Fund shall deliver a Certificate by some other means.
7. (a) The Fund agrees that where it delivers to the Custodian
Instructions hereunder, it shall be the Fund's sole responsibility to ensure
that only persons duly authorized by the Fund transmit such Instructions to the
Custodian. The Fund will cause all persons transmitting Instructions to the
Custodian to treat applicable user and authorization codes, passwords and
authentication keys with extreme care, and irrevocably authorizes the Custodian
to act in accordance with and rely upon Instructions received by it pursuant
hereto.
(b) The Fund hereby represents, acknowledges and agrees that it is
fully informed of the protections and risks associated with the various methods
of transmitting Instructions to the Custodian and that there may be more secure
methods of transmitting instructions to the Custodian than the method(s)
selected by the Fund. The Fund hereby agrees that the security procedures (if
any) to be followed in connection with the Fund's transmission of Instructions
provide to it a commercially reasonable degree of protection in light of its
particular needs and circumstances.
8. The Fund hereby presents, warrants and covenants to the Custodian that
this Agreement has been duly approved by a resolution of its Board of Trustees,
and that its transmission of Instructions pursuant hereto shall at all times
comply with the Investment Company Act of 1940, as amended.
9. The Fund shall notify the Custodian of any errors, omissions or
interruptions in, or delay or unavailability of, its ability to send
Instructions as promptly as practicable,
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<PAGE> 31
and in any event within 24 hours after the earliest of (i) discovery thereof,
(ii) the Business Day on which discovery should have occurred through the
exercise of reasonable care and (iii) in the case of any error, the date of
actual receipt of the earliest notice which reflects such error, it being
agreed that discovery and receipt of notice may only occur on a business day.
The Custodian shall promptly advise the Fund whenever the Custodian learns of
any errors, omissions or interruption in, or delay or unavailability of, the
Fund's ability to send Instructions.
ARTICLE XVI.
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES
1. The Custodian is authorized and instructed to employ, as sub-custodian
for each Series' Foreign Securities (as such term is defined in paragraph
(c)(1) of Rule 17f-5 under the Investment Company Act of 1940, as amended) and
other assets, the foreign banking institutions and foreign securities
depositories and clearing agencies designated on Schedule I hereto ("Foreign
Sub-Custodians") to carry out their respective responsibilities in accordance
with the terms of the sub-custodian agreement between each such Foreign Sub-
Custodian and the Custodian, copies of which have been previously delivered to
the Fund and receipt of which is hereby acknowledged (each such agreement, a
"Foreign Sub-Custodian Agreement"). Upon receipt of a Certificate, together
with a certified resolution substantially in the form attached as Exhibit E of
the Fund's Board of Trustees, the Fund may designate any additional foreign
sub-custodian with which the Custodian has an agreement for such entity to act
as the Custodian's agent, as its sub-custodian and any such additional foreign
sub-custodian shall be deemed added to Schedule I. Upon receipt of a
Certificate from the Fund, the Custodian shall cease the employment of any one
or more Foreign Sub-Custodians for maintaining custody of the Fund's assets and
such Foreign Sub-Custodian shall be deemed deleted from Schedule I.
2. Each Foreign Sub-Custodian Agreement shall be substantially in the form
previously delivered to the Fund and will not be amended in a way that
materially adversely affects the Fund without the Fund's prior written consent.
3. The Custodian shall identify on its books as belonging to each Series
of the Fund the Foreign Securities of such Series held by each Foreign
Sub-Custodian. At the election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with respect to any claims by the
Fund or any Series against a Foreign Sub-Custodian as a consequence of any
loss, damage, cost, expense, liability or
- 31 -
<PAGE> 32
claim sustained or incurred by the Fund or any Series if and to the extent that
the Fund or such Series has not been made whole for any such loss, damage, cost,
expense, liability or claim.
4. Upon request of the Fund, the Custodian will, consistent with the terms
of the applicable Foreign Sub-Custodian Agreement, use reasonable efforts to
arrange for the independent accountants of the Fund to be afforded access to
the books and records of any Foreign Sub-Custodian insofar as such books and
records relate to the performance of such Foreign Sub-Custodian under its
agreement with the Custodian on behalf of the Fund.
5. The Custodian will supply to the Fund from time to time, as mutually
agreed upon, statements in respect of the securities and other assets of each
Series held by Foreign Sub-Custodians, including but not limited to, an
identification of entities having possession of each Series' Foreign Securities
and other assets, and advices or notifications of any transfers of Foreign
Securities to or from each custodial account maintained by a Foreign Sub-
Custodian for the Custodian on behalf of the Series.
6. The Custodian shall furnish annually to the Fund, as mutually agreed
upon, information concerning the Foreign Sub-Custodians employed by the
Custodian. Such information shall be similar in kind and scope to that
furnished to the Fund in connection with the Fund's initial approval of such
Foreign Sub-Custodians and, in any event, shall include information pertaining
to (i) the Foreign Custodians' financial strength, general reputation and
standing in the countries in which they are located and their ability to
provide the custodial services required, and (ii) whether the Foreign
Sub-Custodians would provide a level of safeguards for safekeeping and custody
of securities not materially different form those prevailing in the United
States. The Custodian shall monitor the general operating performance of each
Foreign Sub-Custodian. The Custodian agrees that it will use reasonable care
in monitoring compliance by each Foreign Sub-Custodian with the terms of the
relevant Foreign Sub-Custodian Agreement and that if it learns of any breach of
such Foreign Sub-Custodian Agreement believed by the Custodian to have a
material adverse effect on the Fund or any Series it will promptly notify the
Fund of such breach. The Custodian also agrees to use reasonable and diligent
efforts to enforce its rights under the relevant Foreign Sub-Custodian
Agreement.
7. The Custodian shall transmit promptly to the Fund all notices, reports
or other written information received pertaining to the Fund's Foreign
Securities, including without limitation, notices of corporate action, proxies
and proxy solicitation materials.
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<PAGE> 33
8. Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for securities received for the account of any Series
and delivery of securities maintained for the account of such Series may be
effected in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivery of
securities to the purchaser thereof or to a dealer therefor (or an agent for
such purchaser or dealer) against a receipt with the expectation of receiving
later payment for such securities from such purchaser or dealer.
9. Notwithstanding any other provision in this Agreement to the contrary,
with respect to any losses or damages arising out of or relating to any actions
or omissions of any Foreign Sub-Custodian the sole responsibility and liability
of the Custodian shall be to take appropriate action at the Fund's expense to
recover such loss or damage from the Foreign Sub-Custodian. It is expressly
understood and agreed that the Custodian's sole responsibility and liability
shall be limited to amounts so recovered from the Foreign Sub-Custodian.
ARTICLE XVII.
FX TRANSACTIONS
1. Whenever the Fund shall enter into an FX Transaction, the Fund shall
promptly deliver to the Custodian a Certificate or Oral Instructions specifying
with respect to such FX Transaction: (a) the Series to which such FX Transaction
is specifically allocated; (b) the type and amount of Currency to be purchased
by the Fund; (c) the type and amount of Currency to be sold by the Fund; (d) the
date on which the Currency to be purchased is to be delivered; (e) the date on
which the Currency to be sold is to be delivered; and (f) the name of the person
from whom or through whom such currencies are to be purchased and sold. Unless
otherwise instructed by a Certificate or Oral Instructions, the Custodian shall
deliver, or shall instruct a Foreign Sub-Custodian to deliver, the Currency to
be sold on the date on which such delivery is to be made, as set forth in the
Certificate, and shall receive, or instruct a Foreign Sub-Custodian to receive,
the Currency to be purchased on the date as set forth in the Certificate.
2. Where the Currency to be sold is to be delivered on the same day as the
Currency to be purchased, as specified in the Certificate or Oral Instructions,
the Custodian or a Foreign Sub-Custodian may arrange for such deliveries and
receipts to be made in accordance with the customs prevailing from time to time
among brokers or dealers in Currencies, and
- 33 -
<PAGE> 34
such receipt and delivery may not be completed simultaneously. The Fund assumes
all responsibility and liability for all credit risks involved in connection
with such receipts and deliveries, which responsibility and liability shall
continue until the Currency to be received by the Fund has been received in
full.
3. Any FX Transaction effected by the Custodian in connection with this
Agreement may be entered with the Custodian, any office, branch or subsidiary
of The Bank of New York Company, Inc., or any Foreign Sub-Custodian acting as
principal or otherwise through customary banking channels. The Fund may issue a
standing Certificate with respect to FX Transaction but the Custodian may
establish rules or limitations concerning any foreign exchange facility made
available to the Fund. The Fund shall bear all risks of investing in Securities
or holding Currency. Without limiting the foregoing, the Fund shall bear the
risks that rules or procedures imposed by a Foreign Sub-Custodian or foreign
depositories, exchange controls, asset freezes or other laws, rules,
regulations or orders shall prohibit or impose burdens or costs on the transfer
to, by or for the account of the Fund of Securities or any cash held outside
the Fund's jurisdiction or denominated in Currency other than its home
jurisdiction or the conversion of cash from one Currency into another currency.
The Custodian shall not be obligated to substitute another Currency for a
Currency (including a Currency that is a component of a Composite Currency
Unit) whose transferability, convertibility or availability has been affected
by such law, regulation, rule or procedure. Neither the Custodian nor any
Foreign Sub-Custodian shall be liable to the Fund for any loss resulting from
any of the foregoing events.
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<PAGE> 35
ARTICLE XVIII.
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, or as provided in Article XVI, neither
the Custodian nor its nominee shall be liable for any loss or damage, including
counsel fees, resulting from its action or omission to act or otherwise, either
hereunder or under any Margin Account Agreement, except for any such loss or
damage arising out of its own negligence or willful misconduct. In no event
shall the Custodian be liable to the Fund or any third party for special,
indirect or consequential damages or lost profits or loss of business, arising
under or in connection with this Agreement, even if previously informed of the
possibility of such damages and regardless of the form of action. The Custodian
may, with respect to questions of law arising hereunder or under any Margin
Account Agreement, apply for and obtain the advice and opinion of counsel to
the Fund or of its own counsel, at the expense of the Fund, and shall be fully
protected with respect to anything done or omitted by it in good faith in
conformity with such advice or opinion. The Custodian shall be liable to the
Fund for any loss or damage resulting from the use of the Book-Entry System or
any Depository arising by reason of any negligence or willful misconduct on the
part of the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing, the Custodian shall
be under no obligation to inquire into, and shall not be liable for:
(a) the validity of the issue of any Securities purchased, sold, or
written by or for the Fund, the legality of the purchase, sale or writing
thereof, or the propriety of the amount paid or received therefor;
(b) the legality of the sale or redemption of any Shares, or the
propriety of the amount to be received or paid therefor;
(c) the legality of the declaration or payment of any dividend by
the Fund;
(d) the legality of any borrowing by the Fund using Securities as
collateral;
(e) the legality of any loan of portfolio Securities, nor shall the
Custodian be under any duty or obligation to see to it that any cash collateral
delivered to it by a broker, dealer, or financial institution or held by it at
any time as a result of such loan of portfolio Securities of the Fund is
adequate collateral for the Fund against any loss it might sustain as a result
of such loan. The Custodian specifically, but not by way of limitation, shall
not be under
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<PAGE> 36
any duty or obligation periodically to check or notify the Fund that the amount
of such cash collateral held by it for the Fund is sufficient collateral for
the Fund, but such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or obligation to see
that any broker, dealer or financial institution to which portfolio Securities
of the Fund are lent pursuant to Article X of this Agreement makes payment to
it of any dividends or interest which are payable to or for the account of the
Fund during the period of such loan or at the termination of such loan,
provided, however, that the Custodian shall promptly notify the Fund in the
event that such dividends or interest are not paid and received when due; or
(f) the sufficiency or value of any amounts of money and/or
Securities held in any Margin Account, Senior Security Account or Collateral
Account in connection with transactions by the Fund. In addition, the Custodian
shall be under no duty or obligation to see that any broker, dealer, futures
commission merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be entitled to
receive from such broker, dealer, futures commission merchant or Clearing
Member, to see that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the amount the Fund
is entitled to receive, or to notify the Fund of the Custodian's receipt or
non-receipt of any such payment.
3. The Custodian shall not be liable for, or considered to be the
Custodian of, any money, whether or not represented by any check, draft, or
other instrument for the payment of money, received by it on behalf of the Fund
until the Custodian actually receives and collects such money directly or by
the final crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall not be liable for
ascertaining or acting upon any calls, conversions, exchange offers, tenders,
interest rate changes or similar matters relating to Securities held in the
Depository, unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any responsibility or
liability for the failure of the Depository to collect, or for the late
collection or late crediting by the Depository of any amount payable upon
Securities deposited in the Depository which may mature or be redeemed,
retired, called or otherwise become payable. However, upon receipt of a
Certificate from the Fund of an overdue amount on Securities held in the
Depository the Custodian shall make a claim against the Depository on behalf of
the Fund, except that the Custodian shall not be under any obligation to appear
in, prosecute or defend any action suit or proceeding in respect to any
Securities held by the
- 36 -
<PAGE> 37
Depository which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability be furnished
as often as may be required.
5. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount due to the Fund from the Transfer Agent of
the Fund nor to take any action to effect payment or distribution by the
Transfer Agent of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount if the Securities upon which such amount is
payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by
a Certificate and (ii) it shall be assured to its satisfaction of reimbursement
of its costs and expenses in connection with any such action.
7. The Custodian may in addition to the employment of Foreign
Sub-Custodians pursuant to Article XVI appoint one or more banking institutions
as Depository or Depositories, as Sub-Custodian or Sub-Custodians, or as
Co-Custodian or Co-Custodians including, but not limited to, banking
institutions located in foreign countries, of Securities and money at any time
owned by the Fund, upon such terms and conditions as may be approved in a
Certificate or contained in an agreement executed by the Custodian, the Fund
and the appointed institution.
8. The Custodian shall not be under any duty or obligation (a) to
ascertain whether any Securities at any time delivered to, or held by it or by
any Foreign Sub-Custodian, for the account of the Fund and specifically
allocated to a Series are such as properly may be held by the Fund or such
Series under the provisions of its then current prospectus, or (b) to ascertain
whether any transactions by the Fund, whether or not involving the Custodian,
are such transactions as may properly be engaged in by the Fund.
9. The Custodian shall be entitled to receive and the Fund agrees to pay
to the Custodian all out-of-pocket expenses and such compensation as may be
agreed upon from time to time between the Custodian and the Fund. The Custodian
may charge such compensation and any expenses with respect to a Series incurred
by the Custodian in the performance of its duties pursuant to such agreement
against any money specifically allocated to such Series. Unless and until the
Fund instructs the Custodian by a Certificate to apportion any loss, damage,
liability or expense among the Series in a specified manner, the Custodian
shall also be entitled to charge against any money held by it for the account
of a Series such Series' pro
- 37 -
<PAGE> 38
rata share (based on such Series net asset value at the time of the charge to
the aggregate net asset value of all Series at that time) of the amount of any
loss, damage, liability or expense, including counsel fees, for which it shall
be entitled to reimbursement under the provisions of this Agreement. The
expenses for which the Custodian shall be entitled to reimbursement hereunder
shall include, but are not limited to, the expenses of sub-custodians and
foreign branches of the Custodian incurred in settling outside of New York City
transactions involving the purchase and sale of Securities of the Fund.
10. The Custodian shall be entitled to rely upon any Certificate, notice
or other instrument in writing received by the Custodian and reasonably
believed by the Custodian to be a Certificate. The Custodian shall be entitled
to rely upon any Oral Instructions actually received by the Custodian
hereinabove provided for. The Fund agrees to forward to the Custodian a
Certificate or facsimile thereof confirming such Oral Instructions in such
manner so that such Certificate or facsimile thereof is received by the
Custodian, whether by hand delivery, telecopier or other similar device, or
otherwise, by the close of business of the same day that such Oral Instructions
are given to the Custodian. The Fund agrees that the fact that such confirming
instructions are not received, or that contrary instructions are received, by
the Custodian shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Fund. The Fund
agrees that the Custodian shall incur no liability to the Fund in acting upon
Oral Instructions given to the Custodian hereunder concerning such transactions
provided such instructions reasonably appear to have been received from an
Officer.
11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by the
Custodian to be given in accordance with the terms and conditions of any Margin
Account Agreement. Without limiting the generality of the foregoing, the
Custodian shall be under no duty to inquire into, and shall not be liable for,
the accuracy of any statements or representations contained in any such
instrument or other notice including, without limitation, any specification of
any amount to be paid to a broker, dealer, futures commission merchant or
Clearing Member.
12. The books and records pertaining to the Fund which are in the
possession of the Custodian shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the Investment Company
Act of 1940, as amended, and other applicable securities laws and rules and
regulations. The Fund, or the Fund's authorized representatives, shall have
access to such books and records during the Custodian's normal business hours.
Upon the reasonable
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<PAGE> 39
request of the Fund, copies of any such books and records shall be provided by
the Custodian to the Fund or the Fund's authorized representative, and the Fund
shall reimburse the Custodian its expenses of providing such copies. Upon
reasonable request of the Fund, the Custodian shall provide in hard copy or on
micro-film, whichever the Custodian elects, any records included in any such
delivery which are maintained by the Custodian on a computer disc, or are
similarly maintained, and the Fund shall reimburse the Custodian for its
expenses of providing such hard copy or micro-film.
13. The Custodian shall provide the Fund with any report obtained by the
Custodian on the system of internal accounting control of the Book-Entry
System, the Depository or O.C.C., and with such reports on its own systems of
internal accounting control as the Fund may reasonably request from time to
time.
14. The Fund agrees to indemnify the Custodian against and save the
Custodian harmless from all liability, claims, losses and demands whatsoever,
including attorney's fees, howsoever arising or incurred because of or in
connection with this Agreement, including the Custodian's payment or
non-payment of checks pursuant to paragraph 6 of Article XIII as part of any
check redemption privilege program of the Fund, except for any such liability,
claim, loss and demand arising out of the Custodian's own negligence or willful
misconduct.
15. Subject to the foregoing provisions of this Agreement, including,
without limitation, those contained in Article XVI and XVII the Custodian may
deliver and receive Securities, and receipts with respect to such Securities,
and arrange for payments to be made and received by the Custodian in accordance
with the customs prevailing from time to time among brokers or dealers in such
Securities. When the Custodian is instructed to deliver Securities against
payment, delivery of such Securities and receipt of payment therefor may not be
completed simultaneously. The Fund assumes all responsibility and liability for
all credit risks involved in connection with the Custodian's delivery of
Securities pursuant to instructions of the Fund, which responsibility and
liability shall continue until final payment in full has been received by the
Custodian.
16. The Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custodian.
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<PAGE> 40
ARTICLE XIX.
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be not less than ninety (90) days after the date of giving of such
notice. In the event such notice is given by the Fund, it shall be accompanied
by a copy of a resolution of the Board of Trustees of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate this Agreement
and designating a successor custodian or custodians, each of which shall be a
bank or trust company having not less than $2,000,000 aggregate capital,
surplus and undivided profits. In the event such notice is given by the
Custodian, the Fund shall, on or before the termination date, deliver to the
Custodian a copy of a resolution of the Board of Trustees of the Fund,
certified by the Secretary or any Assistant Secretary, designating a successor
custodian or custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian which shall be a bank or trust
company having not less than $2,000,000 aggregate capital, surplus and
undivided profits. Upon the date set forth in such notice this Agreement shall
terminate, and the Custodian shall upon receipt of a notice of acceptance by
the successor custodian on that date deliver directly to the successor
custodian all Securities and money then owned by the Fund and held by it as
Custodian, after deducting all fees, expenses and other amounts for the payment
or reimbursement of which it shall then be entitled.
2. If a successor custodian is not designated by the Fund or the Custodian
in accordance with the preceding paragraph, the Fund shall upon the date
specified in the notice of termination of this Agreement and upon the delivery
by the Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and money then owned
by the Fund be deemed to be its own custodian and the Custodian shall thereby
be relieved of all duties and responsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the Book Entry System
which cannot be delivered to the Fund to hold such Securities hereunder in
accordance with this Agreement.
ARTICLE XX.
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate signed by two of the
present Officers of the Fund under its seal, setting forth the names and the
signatures of the present Officers. The Fund agrees to furnish to the
Custodian a new
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<PAGE> 41
Certificate in similar form in the event that any such present Officer ceases
to be an Officer or in the event that other or additional Officers are elected
or appointed. Until such new Certificate shall be received, the Custodian shall
be fully protected in acting under the provisions of this Agreement upon Oral
Instructions or signatures of the Officers as set forth in the last delivered
Certificate.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at 90
Washington Street, New York, New York 10286, or at such other place as the
Custodian may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its office at the address for the
Fund first above written, or at such other place as the Fund may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement and approved by a resolution of the Board of Trustees of the Fund.
5. 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 Fund without the written consent
of the Custodian, or by the Custodian without the written consent of the Fund,
authorized or approved by a resolution of the Fund's Board of Trustees.
6. This Agreement shall be construed in accordance with the laws of the
State of New York without giving effect to conflict of laws principles thereof.
Each party hereby consents to the jurisdiction of a state or federal court
situated in New York City, New York in connection with any dispute arising
hereunder and hereby waives its right to trial by jury.
7. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
8. A copy of the Declaration of Trust of the Fund is on file with the
Secretary of The State of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and that the obligations of this instrument
- 41 -
<PAGE> 42
are not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund; provided, however, that
the Declaration of Trust of the Fund provides that the assets of a particular
Series of the Fund shall under no circumstances be charged with liabilities
attributable to any other Series of the Fund and that all persons extending
credit to, or contracting with or having any claim against a particular Series
of the Fund shall look only to the assets of that particular Series for payment
of such credit, contract or claim.
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<PAGE> 43
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective Officers, thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
THE EUREKA FUNDS
[SEAL] By: /s/
----------------------
Attest:
/s/
- -----------------------
THE BANK OF NEW YORK
[SEAL] By: /s/ Jorge E. Ramos
----------------------
Name: Jorge E. Ramos
Title: Vice President
Attest:
/s/
- -----------------------
- 43 -
<PAGE> 44
APPENDIX A
I, Irimga McKay, President and I, Gregory T. Maddox, Vice President of THE
EUREKA FUNDS, a Massachusetts business trust (the "Fund"), do hereby certify
that:
The following individuals serve in the following positions with the Fund
and each has been duly elected or appointed by the Board of Trustees of the
Fund to each such position and qualified therefor in conformity with the Fund's
Declaration of Trust and By-Laws, and the signatures set forth opposite their
respective names are their true and correct signatures:
Name Position Signature
Irimga McKay President /s/ Irimga McKay
Greg Maddox Vice President /s/ Greg Maddox
Eileen Walther Vice President /s/ Eileen Walther
Thresa Dewar Secretary /s/ Thresa Dewar
Alaina V. Metz Assistant Secretary /s/ Alaina V. Metz
Martin R. Dean Treasurer /s/ Martin R. Dean
<PAGE> 45
APPENDIX B
SERIES
<PAGE> 46
APPENDIX C
I, Daniel J. Manniello, a Vice President with THE BANK OF NEW YORK do
hereby designate the following publications:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
JJ Kenney Municipal Bond Service
London Financial Times
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
/s/ Daniel J. Manniello
---------------------------
Daniel J. Manniello
Vice President
<PAGE> 47
EXHIBIT A
CERTIFICATION
The undersigned, Gregory T. Maddox, hereby certifies that he or she is the
duly elected and acting of THE EUREKA FUNDS, a Massachusetts business trust (the
"Fund"), and further certifies that the following resolution was adopted by the
Board of Trustees of the Fund at a meeting duly held on , 1997, at which a
quorum was at all times present and that such resolution has not been modified
or rescinded and is in full force and effect as of the date hereof.
RESOLVED, that based upon the report of The Bank of New York at this
meeting regarding its participation in the Federal Reserve/Treasury
Book-Entry System with respect to qualified portfolio securities, and in
consideration of the requirements of Rule 17f-4 under the Investment
Company Act of 1940, the arrangement by which The Bank of New York, as
custodian for the Eureka Funds, proposes to participate in the Federal
Reserve/Treasury Book-Entry System be, and the same is hereby approved; and
FURTHER RESOLVED, that The Bank of New York be, and is, hereby
authorized and instructed to perform the following acts on a continuous and
ongoing basis until instructed to the contrary by the Eureka Funds or any
person authorized by the Eureka Funds to give instructions to The Bank of
New York under the Eureka Funds' Custodian Agreement:
(i) to deposit in the Federal Reserve/Treasury Book-Entry System all
securities belonging to the Eureka Funds which are eligible for deposit
therein; and
(ii) to utilize the Federal Reserve/Treasury Book-Entry System to the
extent possible in connection with settlements of purchases and sales of
securities by the Eureka Funds, and deliveries and returns of securities
collateral in connection with borrowings.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE EUREKA
FUNDS, as of the 3rd day of November, 1997.
/s/ Gregory T. Maddox
------------------------------
[SEAL]
<PAGE> 48
EXHIBIT B
CERTIFICATION
The undersigned, Gregory T. Maddox, hereby certifies that he or she is
the duly elected and acting of THE EUREKA FUNDS, a Massachusetts business trust
(the "Fund"), and further certifies that the following resolution was adopted by
the Board of Trustees of the Fund at a meeting duly held on ,
1997, at which a quorum was at all times present and that such resolution has
not been modified or rescinded and is in full force and effect as of the date
hereof.
RESOLVED, that the Eureka Funds' custodian be, and is, hereby
authorized to use on a continuous and ongoing basis central securities
depositories that are registered as clearing agencies with the Securities
and Exchange Commission, provided such use is in conformity with the
applicable rules and regulations of the Securities and Exchange Commission
and the provisions of the Eureka Funds' Custodian Agreement with respect to
the Eureka Funds. Such use may include, without limitation, (i) the deposit
in the book-entry systems of said depositories of any securities owned by
the Eureka Funds that are eligible for deposit therein and (ii) the
utilization of the book-entry systems to the extent possible in connection
with settlements, purchases and sales of securities for the Eureka Funds.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE EUREKA
FUNDS, as of the 3rd day of November, 1997.
/s/ Gregory T. Maddox
--------------------------------
[SEAL]
<PAGE> 49
EXHIBIT B-1
CERTIFICATION
The undersigned, Gregory T. Maddox, hereby certifies that he or she is the
duly elected and acting of THE EUREKA FUNDS, a Massachusetts business trust (the
"Fund"), and further certifies that the following resolution was adopted by the
Board of Trustees of the Fund at a meeting duly held on , 1997, at
which a quorum was at all times present and that such resolution has not been
modified or rescinded and is in full force and effect as of the date hereof.
RESOLVED, that the Eureka Funds' custodian be, and is, hereby
authorized to use on a continuous and ongoing basis central securities
depositories that are registered as clearing agencies with the Securities
and Exchange Commission, provided such use is in conformity with the
applicable rules and regulations of the Securities and Exchange Commission
and the provisions of the Eureka Funds' Custodian Agreement with respect to
the Eureka Funds. Such use may include, without limitation, (i) the deposit
in the book-entry systems of said depositories of any securities owned by
the Eureka Funds that are eligible for deposit therein and (ii) the
utilization of the book-entry systems to the extent possible in connection
with settlements, purchases and sales of securities for the Eureka Funds.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE EUREKA
FUNDS, as of the 3rd day of November, 1997.
/s/ Gregory T. Maddox
---------------------------
[SEAL]
<PAGE> 1
Exhibit 9(a)
TRANSFER AGENCY AGREEMENT
-------------------------
AGREEMENT made this 31st day of October, 1997, between EUREKA FUNDS
(the "Trust"), a Massachusetts business trust having its principal place of
business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES,
INC. ("BISYS"), a Delaware corporation having its principal place of business at
3435 Stelzer Road, Columbus, Ohio 43219.
WHEREAS, the Trust desires that BISYS perform certain services for each
series of the Trust (individually referred to herein as a "Fund" and
collectively as the "Funds"); and
WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES.
BISYS shall perform for the Trust the transfer agent services
set forth in Schedule A hereto. BISYS agrees to perform the services described
herein in accordance with the service standards set forth in Schedule D hereto.
BISYS also agrees to perform for the Trust such special services incidental to
the performance of the services enumerated herein as agreed to by the parties
from time to time. BISYS shall perform such additional services as are provided
on an amendment to Schedule A hereof, in consideration of such fees as the
parties hereto may agree.
BISYS may, in its discretion, appoint in writing other parties
qualified to perform transfer agency services reasonably acceptable to the Trust
(individually, a "Sub-transfer Agent") to carry out some or all of its
responsibilities under this Agreement with respect to a Fund; provided, however,
that the Sub-transfer Agent shall be the agent of BISYS and not the agent of the
Trust or such Fund, and that BISYS shall be fully responsible for the acts of
such Sub-transfer Agent and shall not be relieved of any of its responsibilities
hereunder by the appointment of such Sub-transfer Agent.
2. FEES.
The Trust shall pay BISYS for the services to be provided by
BISYS under this Agreement in accordance with, and in the manner set forth in,
Schedule B hereto. Fees for any additional services to be provided by BISYS
pursuant to an amendment to Schedule A hereto shall be subject to mutual
agreement at the time such amendment to Schedule A is proposed.
<PAGE> 2
BISYS FUND SERVICES
FUND ADMINISTRATION SERVICE STANDARDS
FOR
THE EUREKA FUNDS
- -----------------------------------------------------------------------------
PROCESSING
- -----------------------------------------------------------------------------
ITEM STANDARD
- -----------------------------------------------------------------------------
New Account Set-up 100% processed same day
Timeliness 98% or better
Accuracy
- -----------------------------------------------------------------------------
Financial Quality Rate
Timeliness 100% processed same day
Accuracy 98% or better
- -----------------------------------------------------------------------------
Non-Financial Maintenance Items
Good Order 5th business day
Not in Good Order 5th business day
- -----------------------------------------------------------------------------
Financial Maintenance Items Not Call by next business day
in Good Order
- -----------------------------------------------------------------------------
PHONE STANDARDS
- -----------------------------------------------------------------------------
Answer Speed 85% of calls answered in
20 seconds or less
- -----------------------------------------------------------------------------
Abandonment Rate 3% or less
- -----------------------------------------------------------------------------
PRINT/MAIL
- -----------------------------------------------------------------------------
Quarterly Statements 5th business day
- -----------------------------------------------------------------------------
Daily Confirmations Trade Date + 2
- -----------------------------------------------------------------------------
Shareholders Checks Payable Date + 1
- -----------------------------------------------------------------------------
<PAGE> 3
3. REIMBURSEMENT OF EXPENSES.
In addition to paying BISYS the fees described in Section 2
hereof, the Trust agrees to reimburse BISYS for BISYS' out-of-pocket expenses in
providing services hereunder, including without limitation, the following:
(a) All freight and other delivery and bonding charges
incurred by BISYS in delivering materials to and from the
Trust and in delivering all materials to shareholders;
(b) All direct telephone, telephone transmission and telecopy
or other electronic transmission expenses incurred by
BISYS in communication with the Trust, the Trust's
investment adviser or custodian, dealers, shareholders or
others as required for BISYS to perform the services to be
provided hereunder;
(c) Costs of postage, couriers, stock computer paper,
statements, labels, envelopes, checks, reports, letters,
tax forms, proxies, notices or other form of printed
material which shall be required by BISYS for the
performance of the services to be provided hereunder;
(d) The cost of microfilm or microfiche of records or other
materials; and
(e) Any expenses BISYS shall incur at the written direction of
an officer of the Trust thereunto duly authorized.
4. EFFECTIVE DATE.
This Agreement shall become effective as of the date first
written above (the "Effective Date").
5. TERM.
This Agreement shall continue in effect with respect to a Fund,
unless earlier terminated by either party hereto as provided hereunder, until
October 31, 1999 (the "Initial Term"). Thereafter, unless otherwise terminated
as provided herein, this Agreement shall be renewed automatically for successive
two-year periods ("Rollover Periods"). This Agreement may be terminated without
penalty (i) by provision of a notice of nonrenewal in the manner set forth
below, (ii) by mutual agreement of the parties or (iii) for "cause," as defined
below, upon the provision of 60 days advance written notice by the party
alleging cause. Written notice of nonrenewal must be provided within 60 days of
the end of the Initial Term or any Rollover Period, as the case may be.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the party to be terminated with respect to its
2
<PAGE> 4
obligations and duties set forth herein; (b) a final, unappealable judicial,
regulatory or administrative ruling or order in which the party to be terminated
has been found guilty of criminal or unethical behavior in the conduct of its
business; (c) financial difficulties on the part of the party to be terminated
which are evidenced by the authorization or commencement of, or involvement by
way of pleading, answer, consent or acquiescence in, a voluntary or involuntary
case under Title 11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of debtors or to the modification
or alteration of the rights of creditors; or (d) a service standard deficiency,
as defined in Schedule D.
After such termination, for so long as BISYS, with the written
consent of the Trust, in fact continues to perform any one or more of the
services contemplated by this Agreement or any Schedule or exhibit hereto, the
provisions of this Agreement, including without limitation the provisions
dealing with indemnification, shall continue in full force and effect. Fees and
out-of-pocket expenses incurred by BISYS but unpaid by the Trust upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. BISYS shall be entitled to collect from the Trust, in addition to
the fees and disbursements provided by Sections 2 and 3 hereof, the amount of
all of BISYS' cash disbursements in connection with BISYS' activities in
effecting such termination, including without limitation, the delivery to the
Trust and/or its distributor or investment adviser and/or other parties, of the
Trust's property, records, instruments and documents, or any copies thereof. To
the extent that BISYS may retain in its possession copies of any Trust documents
or records subsequent to such termination which copies had not been requested by
or on behalf of the Trust in connection with the termination process described
above, BISYS, for a reasonable fee, will provide the Trust with reasonable
access to such copies.
If, for any reason other than "cause", as defined above, BISYS
is replaced as transfer agent, or if a third party is added to perform all or a
part of the services provided by BISYS under this Agreement (excluding any
sub-transfer agent appointed by BISYS as provided in Section 1 hereof), then the
Trust shall make a one-time cash payment, as liquidated damages to, BISYS equal
to the balance due BISYS for the remainder of the term of this Agreement,
assuming for purposes of calculation of the payment that the asset level of the
Trust on the date BISYS is replaced, or a third party is added, will remain
constant for the balance of the contract term.
In the event the Trust is merged into another legal entity in
part or in whole or is otherwise liquidated in part or in whole pursuant to a
business reorganization prior to the expiration of the then-current term of this
Agreement, the parties acknowledge and agree that (i) the liquidated damages
provision set forth above shall be applicable in those instances in which BISYS
is not retained by the surviving entity to provide administration services and
(ii) for purposes of calculating the payment amount representing liquidated
damages, the appropriate asset level of the Trust shall be the greater of: (i)
the asset level calculated for the Trust at the time the Trust's Board of
Trustees receives formal notification (either oral or written) of an intention
on the part of Fund management (which shall be defined for purposes of this
paragraph as the Trust's investment adviser) to effect such a business
reorganization; (ii) the asset level calculated for the Trust at the time the
Trust's
3
<PAGE> 5
Board of Trustees formally approves such a business reorganization; or (iii) the
asset level calculated for the Trust on the day prior to the first day during
which assets are transferred by the Trust to the surviving entity pursuant to
the plan of reorganization. The one-time cash payment referenced above shall be
due and payable within thirty (30) days following the first day during which
assets are transferred to the surviving entity pursuant to the plan of
reorganization.
The parties further acknowledge and agree that, in the event
BISYS is replaced, or a third party is added, as set forth above, (i) a
determination of actual damages incurred by BISYS would be extremely difficult,
and (ii) the liquidated damages provision contained herein is intended to
adequately compensate BISYS for damages incurred and is not intended to
constitute any form of penalty.
6. UNCONTROLLABLE EVENTS.
BISYS assumes no responsibility hereunder, and shall not be
liable for any damage, loss of data, delay or any other loss whatsoever caused
by events beyond its reasonable control.
7. LEGAL ADVICE.
BISYS shall notify the Trust at any time BISYS believes that it
is in need of the advice of counsel with regard to BISYS' responsibilities and
duties pursuant to this Agreement; if BISYS wishes to seek the advice of legal
counsel of its own choosing it must first notify the Trust and seek its
approval, which shall not be unreasonably withheld, such advice to be at the
expense of the Trust or Funds unless relating to a matter involving BISYS'
willful misfeasance, bad faith, gross negligence or reckless disregard with
respect to BISYS' responsibilities and duties hereunder and BISYS shall in no
event be liable to the Trust or any Fund or any shareholder or beneficial owner
of the Trust for any action reasonably taken pursuant to such advice.
8. INSTRUCTIONS.
Whenever BISYS is requested or authorized to take action
hereunder pursuant to instructions from a shareholder, or a properly authorized
agent of a shareholder ("shareholder's agent"), concerning an account in a Fund,
BISYS shall be entitled to rely upon any certificate, letter or other instrument
or communication, believed by BISYS to be genuine and to have been properly
made, signed or authorized by an officer or other authorized agent of the Trust
or by the shareholder or shareholder's agent, as the case may be, and shall be
entitled to receive as conclusive proof of any fact or matter required to be
ascertained by it hereunder a certificate signed by an officer of the Trust or
any other person authorized by the Trust's Board of Trustees or by the
shareholder or shareholder's agent, as the case may be.
4
<PAGE> 6
As to the services to be provided hereunder, BISYS may rely
conclusively upon the terms of the Prospectuses and Statement of Additional
Information of the Trust relating to the Funds to the extent that such services
are described therein unless BISYS receives written instructions to the contrary
in a timely manner from the Trust.
9. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION.
BISYS shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the Trust
for any action taken or omitted by BISYS in the absence of bad faith, willful
misfeasance, negligence or from reckless disregard by it of its obligations and
duties. The Trust agrees to indemnify and hold harmless BISYS, its employees,
agents, directors, officers and nominees from and against any and all claims,
demands, actions and suits, whether groundless or otherwise, and from and
against any and all judgments, liabilities, losses, damages, costs, charges,
counsel fees and other expenses of every nature and character arising out of or
in any way relating to BISYS' actions taken or nonactions with respect to the
performance of services under this Agreement or based, if applicable, upon
reasonable reliance on information, records, instructions or requests given or
made to BISYS by the Trust, the investment adviser and on any records provided
by any fund accountant or custodian thereof; provided that this indemnification
shall not apply to actions or omissions of BISYS in cases of its own bad faith,
willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties; and further provided that prior to confessing any claim
against it which may be the subject of this indemnification, BISYS shall give
the Trust written notice of and reasonable opportunity to defend against said
claim in its own name or in the name of BISYS.
10. RECORD RETENTION AND CONFIDENTIALITY.
BISYS shall keep and maintain on behalf of the Trust all books
and records which the Trust or BISYS is, or may be, required to keep and
maintain pursuant to any applicable statutes, rules and regulations, including
without limitation Rules 31a-1 and 31a-2 under the Investment Company Act of
1940, as amended (the "1940 Act"), relating to the maintenance of books and
records in connection with the services to be provided hereunder. BISYS further
agrees that all such books and records shall be the property of the Trust and to
make such books and records available for inspection by the Trust or by the
Securities and Exchange Commission (the "Commission") at reasonable times. BISYS
agrees to treat confidentially and as proprietary information of the Trust all
records and other information relative to the Trust and prior, present, or
potential shareholders of the Trust, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where BISYS may be exposed to civil, regulatory, or criminal sanctions
for failure to comply when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust, or requested by a
shareholder or shareholder's agent with respect to information concerning an
account as to which such shareholder has either a legal or beneficial interest.
The provisions of this Section 10 shall survive the termination of this
Agreement.
5
<PAGE> 7
11. REPORTS.
BISYS will furnish to the Trust and to its properly-authorized
auditors, investment advisers, examiners, distributors, dealers, underwriters,
salesmen, insurance companies and others designated by the Trust in writing,
such reports at such times as are prescribed in Schedule C attached hereto, or
as subsequently agreed upon by the parties pursuant to an amendment to Schedule
C. The Trust agrees to examine each such report or copy promptly and will
promptly report or cause to be reported any errors or discrepancies therein.
12. RIGHTS OF OWNERSHIP.
All computer programs and procedures developed to perform
services required to be provided by BISYS under this Agreement are the property
of BISYS. All records and other data except such computer programs and
procedures are the exclusive property of the Trust and all such other records
and data will be furnished to the Trust in appropriate form as soon as
practicable after termination of this Agreement for any reason.
13. RETURN OF RECORDS.
BISYS may at its option at any time, and shall promptly upon the
Trust's demand, turn over to the Trust and cease to retain BISYS' files, records
and documents created and maintained by BISYS pursuant to this Agreement which
are no longer needed by BISYS in the performance of its services or for its
legal protection. If not so turned over to the Trust, such documents and records
will be retained by BISYS for six years from the year of creation. At the end of
such six-year period, such records and documents will be turned over to the
Trust unless the Trust authorizes in writing the destruction of such records and
documents.
14. BANK ACCOUNTS.
The Trust and the Funds shall establish and maintain such bank
accounts with such bank or banks as are selected by the Trust, as are necessary
in order that BISYS may perform the services required to be performed hereunder.
To the extent that the performance of such services shall require BISYS directly
to disburse amounts for payment of dividends, redemption proceeds or other
purposes, the Trust and Funds shall provide such bank or banks with all
instructions and authorizations necessary for BISYS to effect such
disbursements.
15. REPRESENTATIONS OF THE TRUST.
The Trust certifies to BISYS that: (a) as of the close of
business on the Effective Date, each Fund which is in existence as of the
Effective Date has authorized unlimited shares, and (b) by virtue of its
Declaration of Trust, shares of each Fund which are redeemed by the Trust may be
sold by the Trust from its treasury, and (c) this Agreement has been duly
authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the
6
<PAGE> 8
Trust, enforceable against the Trust in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
16. REPRESENTATIONS OF BISYS.
BISYS represents and warrants that: (a) BISYS has been in, and
shall continue to be in, substantial compliance with all provisions of law,
including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), required in connection with the performance of its duties under
this Agreement; and (b) the various procedures and systems which BISYS has
implemented with regard to safekeeping from loss or damage attributable to fire,
theft or any other cause of the blank checks, records, and other data of the
Trust and BISYS' records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as are required for the secure
performance of its obligations hereunder.
17. INSURANCE.
BISYS shall notify the Trust should its insurance coverage with
respect to professional liability or errors and omissions coverage be canceled
or reduced. Such notification shall include the date of change and the reasons
therefor. BISYS shall notify the Trust of any material claims against it with
respect to services performed under this Agreement, whether or not they may be
covered by insurance, and shall notify the Trust from time to time as may be
appropriate of the total outstanding claims made by BISYS under its insurance
coverage.
18. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS.
The Trust has furnished to BISYS the following:
(a) Copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of
the state in which such Declaration has been filed.
(b) Copies of the following documents:
1. The Trust's By-Laws and any amendments thereto;
2. Certified copies of resolutions of the Board of
Trustees covering the following matters:
A. Approval of this Agreement and authorization
of a specified officer of the Trust to
execute and deliver this Agreement and
authorization for specified officers of the
Trust to instruct BISYS hereunder; and
7
<PAGE> 9
B. Authorization of BISYS to act as Transfer
Agent for the Trust on behalf of the Funds.
(c) A list of all officers of the Trust, together with
specimen signatures of those officers, who are authorized
to instruct BISYS in all matters.
(d) Two copies of the following (if such documents are
employed by the Trust):
1. Prospectuses and Statement of Additional
Information;
2. Distribution Agreement; and
3. All other forms commonly used by the Trust or its
Distributor with regard to their relationships and
transactions with shareholders of the Funds.
(e) A certificate as to shares of beneficial interest of the
Trust authorized, issued, and outstanding as of the
Effective Date of BISYS' appointment as Transfer Agent (or
as of the date on which BISYS' services are commenced,
whichever is the later date) and as to receipt of full
consideration by the Trust for all shares outstanding,
such statement to be certified by the Treasurer of the
Trust.
19. INFORMATION FURNISHED BY BISYS.
BISYS has furnished to the Trust the following:
(a) BISYS' Articles of Incorporation.
(b) BISYS' Bylaws and any amendments thereto.
(c) Certified copies of actions of BISYS covering the
following matters:
1. Approval of this Agreement, and authorization of a
specified officer of BISYS to execute and deliver
this Agreement;
2. Authorization of BISYS to act as Transfer Agent for
the Trust.
(d) A copy of the most recent independent accountants' report
relating to internal accounting control systems as filed
with the Commission pursuant to Rule 17Ad- 13 under the
Exchange Act.
8
<PAGE> 10
20. AMENDMENTS TO DOCUMENTS.
The Trust shall furnish BISYS written copies of any amendments
to, or changes in, any of the items referred to in Section 18 hereof forthwith
upon such amendments or changes becoming effective. In addition, the Trust
agrees that no amendments will be made to the Prospectuses or Statement of
Additional Information of the Trust which might have the effect of changing the
procedures employed by BISYS in providing the services agreed to hereunder or
which amendment might affect the duties of BISYS hereunder unless the Trust
first obtains BISYS' approval of such amendments or changes.
21. RELIANCE ON AMENDMENTS.
BISYS may rely on any amendments to or changes in any of the
documents and other items to be provided by the Trust pursuant to Sections 18
and 20 of this Agreement and the Trust hereby indemnifies and holds harmless
BISYS from and against any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character which may result from actions or omissions on the
part of BISYS in reasonable reliance upon such amendments and/or changes.
Although BISYS is authorized to rely on the above-mentioned amendments to and
changes in the documents and other items to be provided pursuant to Sections 18
and 20 hereof, BISYS shall be under no duty to comply with or take any action as
a result of any of such amendments or changes unless the Trust first obtains
BISYS' written consent to and approval of such amendments or changes.
22. COMPLIANCE WITH LAW.
Except for the obligations of BISYS set forth in Section 10
hereof, the Trust assumes full responsibility for the preparation, contents, and
distribution of each prospectus of the Trust as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), the 1940 Act, and any other laws, rules and regulations of governmental
authorities having jurisdiction. BISYS shall have no obligation to take
cognizance of any laws relating to the sale of the Trust's shares. The Trust
represents and warrants that no shares of the Trust will be offered to the
public until the Trust's registration statement under the 1933 Act and the 1940
Act has been declared or becomes effective.
23. NOTICES.
Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to the party required to be served with
such notice at the following address: 3435 Stelzer Road, Columbus, Ohio 43219,
or at such other address as such party may from time to time specify in writing
to the other party pursuant to this Section.
9
<PAGE> 11
24. HEADINGS.
Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
25. ASSIGNMENT.
This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party. This Section 25 shall not limit or in any way affect
BISYS' right to appoint a Sub-transfer Agent pursuant to Section 1 hereof. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
26. GOVERNING LAW AND MATTERS RELATING TO THE TRUST AS A
MASSACHUSETTS BUSINESS TRUST.
This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the Commonwealth of Massachusetts. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but shall bind only the trust property of the
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
the Trust's Agreement and Declaration of Trust.
27. CONSENT TO JURISDICTION AND SERVICE OF PROCESS
ALL JUDICIAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
IN THE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH
PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES ANY DEFENSE OF FORUM NON CONVENIENCE AND IRREVOCABLY AGREES TO BE BOUND
BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. Each party
hereby agrees that service of all process in any such proceeding in any such
court may be made by registered or certified mail, return receipt requested, to
such party at its address provided in Section 23, such service being hereby
acknowledged by such party to be sufficient for personal jurisdiction in any
action against such party in any such court and to be otherwise effective and
binding service in every respect. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of a party
to bring proceedings against the other party in the courts of any other
jurisdiction.
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<PAGE> 12
28. WAIVER OF JURY TRIAL.
EACH PARTY HEREBY AGREES TO WAIVE IS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT. The scope of this waiver is intended to be all-encompassing of any
and all disputes that may be filed in any court and that relate to the subject
matter of this transaction, including without limitation contract claims, tort
claims, breach of duty claims, and all other common law and statutory claims.
Each party acknowledges that this waiver is a material inducement for the other
party to enter into a business relationship, that such parties have already
relied on this waiver in entering into this Agreement and that each will
continue to rely on this waiver in its related future dealings. Each party
further warrants and represents that it has reviewed this waiver with its legal
counsel, and that each knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
EUREKA FUNDS
By: /s/ Martin R. Dean
--------------------------------
Treasurer
BISYS FUND SERVICES, INC.
By: /s/ George O. Martinez
--------------------------------
11
<PAGE> 13
Dated: October 31, 1997
SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
EUREKA FUNDS
AND
BISYS FUND SERVICES, INC.
TRANSFER AGENCY SERVICES
------------------------
1. SHAREHOLDER TRANSACTIONS
a. Process shareholder purchase and redemption orders.
b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.
c. Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.
d. Issue periodic statements for shareholders.
e. Process transfers and exchanges.
f. Process dividend payments, including the purchase of new shares,
through dividend reimbursement.
2. SHAREHOLDER INFORMATION SERVICES
a. Make information available to shareholder servicing unit and
other remote access units regarding trade date, share price,
current holdings, yields, and dividend information.
b. Produce detailed history of transactions through duplicate or
special order statements upon request.
c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
A-1
<PAGE> 14
3. COMPLIANCE REPORTING
a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the States in
which the Fund is registered.
b. Prepare and distribute appropriate Internal Revenue Service
forms for corresponding Fund and shareholder income and capital
gains.
c. Issue tax withholding reports to the Internal Revenue Service.
4. DEALER/LOAD PROCESSING (IF APPLICABLE)
a. Provide reports for tracking rights of accumulation and
purchases made under a Letter of Intent.
b. Account for separation of shareholder investments from
transaction sale charges for purchase of Fund shares.
c. Calculate fees due under 12b-1 plans for distribution and
marketing expenses.
d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load
Fund.
5. SHAREHOLDER ACCOUNT MAINTENANCE
a. Maintain all shareholder records for each account in the Trust.
b. Issue customer statements on scheduled cycle, providing
duplicate second and third party copies if required.
c. Record shareholder account information changes.
d. Maintain account documentation files for each shareholder.
A-2
<PAGE> 15
SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
EUREKA FUNDS
AND
BISYS FUND SERVICES, INC.
TRANSFER AGENT FEES
-------------------
ANNUAL PER FUND FEE: $15,000
- --------------------
ANNUAL PER ACCOUNT FEE:
- -----------------------
RETAIL (LOAD) RETAIL (NO-LOAD) INSTITUTIONAL
------------- ---------------- -------------
Daily Dividend $25.00 $21.00 $17.00
Monthly/Annual Dividend $23.00 $19.00 $15.00
Closed Accounts $12.50 $10.50 $ 8.50
ADDITIONAL SERVICES:
- -------------------
Additional services such as IRA processing, development of interface
capabilities, servicing of 403(b) and 408(c) accounts, management of cash sweeps
between DDAs and mutual fund accounts and coordination of the printing and
distribution of prospectuses, annual reports and semi-annual reports are subject
to additional fees which will be quoted upon request. Programming costs or
database management fees for special reports or specialized processing will be
quoted upon request.
MULTIPLE CLASSES OF SHARES:
- --------------------------
Classes of shares which have different net asset values or pay
different daily dividends will be treated as separate classes, and the fee
schedule above, including the appropriate minimums, will be charged for each
separate class.
OUT-OF-POCKET EXPENSES:
- ----------------------
BISYS shall be entitled to be reimbursed for all reasonable
out-of-pocket expenses including, but not limited to, the expenses set forth in
Section 3 of the Transfer Agency Agreement to which this Schedule B is attached.
B-1
<PAGE> 16
SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
EUREKA FUNDS
AND
BISYS FUND SERVICES, INC.
REPORTS
-------
1. Daily Shareholder Activity Journal
2. Daily Fund Activity Summary Report
a. Beginning Balance
b. Dealer Transactions
c. Shareholder Transactions
d. Reinvested Dividends
e. Exchanges
f. Adjustments
g. Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dealer Processing Reports
5. Monthly Dividend Reports
6. Sales Data Reports for Blue Sky Registration
7. Annual report by independent public accountants concerning BISYS'
shareholder system and internal accounting control systems to be filed
with the Securities and Exchange Commission pursuant to Rule 17Ad-13 of
the Securities Exchange Act of 1934, as amended.
C-1
<PAGE> 17
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN EUREKA FUNDS
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
SERVICE STANDARDS
-----------------
Pursuant to Section 1 of this Agreement, BISYS has agreed to perform the
services described in this Agreement in accordance with the service standards
set forth in this Schedule D. Such standards are contained on the pages attached
hereto. The parties agree that such service standards may be revised, from time
to time, by mutual agreement.
Each of the service standards will be monitored by a Quality Assurance team. In
the event BISYS fails to meet a service standard in any particular month, BISYS
agrees to take appropriate corrective measures within the following thirty-day
period in order to be in compliance with the appropriate standard at the end of
such thirty-day period; provided, however, that the foregoing requirement shall
not apply in those instances in which BISYS' failure to meet a service standard
was due to circumstances beyond its control.
In the event BISYS fails to meet a particular service standard (except for any
failure due to circumstances beyond its control) in two consecutive months, the
fee payable to BISYS hereunder shall be reduced by ten percent (10%) or such
lower amount as the parties shall agree upon for the second of those two months.
If such failure occurs in three consecutive months, the fee payable to BISYS
hereunder shall be reduced by fifteen percent (15%) or such lower amount as the
parties shall agree upon for the third of those three months.
In the event BISYS fails to meet a particular service standard (except for any
failure due to circumstances beyond its control) for any three months within a
six-month period, such failure shall be deemed to be a service standard
deficiency for purposes of the "cause" definition contained in Section 5 of this
Agreement.
D-1
<PAGE> 1
Exhibit 9(b)
FUND ACCOUNTING AGREEMENT
AGREEMENT made this 31st day of October, 1997, between EUREKA FUNDS
(the "Trust"), a Massachusetts business trust having its principal place of
business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES,
INC. ("Fund Accountant"), a corporation organized under the laws of the State of
Delaware and having its principal place of business at 3435 Stelzer Road,
Columbus, Ohio 43219.
WHEREAS, the Trust desires that Fund Accountant perform certain fund
accounting services for each investment portfolio of the Trust, all as now or
hereafter may be established from time to time (individually referred to herein
as the "Fund" and collectively as the "Funds"); and
WHEREAS, Fund Accountant is willing to perform such services on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS FUND ACCOUNTANT.
Fund Accountant agrees to perform the services described
herein in accordance with the service standards set forth in Schedule B hereto.
(a) MAINTENANCE OF BOOKS AND RECORDS. Fund Accountant
will keep and maintain the following books and
records of each Fund pursuant to Rule 31a-1 under the
Investment Company Act of 1940 (the "Rule"):
(i) Journals containing an itemized daily record
in detail of all purchases and sales of
securities, all receipts and disbursements
of cash and all other debits and credits, as
required by subsection (b)(1) of the Rule;
(ii) General and auxiliary ledgers reflecting all
asset, liability, reserve, capital, income
and expense accounts, including interest
accrued and interest received, as required
by subsection (b)(2)(I) of the Rule;
(iii) Separate ledger accounts required by
subsection (b)(2)(ii) and (iii) of the Rule;
and
(iv) A monthly trial balance of all ledger
accounts (except shareholder accounts) as
required by subsection (b)(8) of the Rule.
<PAGE> 2
(b) PERFORMANCE OF DAILY ACCOUNTING SERVICES. In addition
to the maintenance of the books and records specified
above, Fund Accountant shall perform the following
accounting services daily for each Fund:
(i) Calculate the net asset value per share
utilizing prices obtained from the sources
described in subsection 1(b)(ii) below;
(ii) Obtain security prices from independent
pricing services, or if such quotes are
unavailable, then obtain such prices from
each Fund's investment adviser or its
designee, as approved by the Trust's Board
of Trustees;
(iii) Verify and reconcile with the Funds'
custodian all daily trade activity;
(iv) Compute, as appropriate, each Fund's net
income and capital gains, dividend payables,
dividend factors, 7-day yields, 7-day
effective yields, 30-day yields, and
weighted average portfolio maturity;
(v) Review daily the net asset value calculation
and dividend factor (if any) for each Fund
prior to release to shareholders, check and
confirm the net asset values and dividend
factors for reasonableness and deviations,
and distribute net asset values and yields
to NASDAQ;
(vi) Report to the Trust the daily market pricing
of securities in any money market Funds,
with the comparison to the amortized cost
basis;
(vii) Determine unrealized appreciation and
depreciation on securities held in variable
net asset value Funds;
(viii) Amortize premiums and accrete discounts on
securities purchased at a price other than
face value, if requested by the Trust;
(ix) Update fund accounting system to reflect
rate changes, as received from a Fund's
investment adviser, on variable interest
rate instruments;
(x) Post Fund transactions to appropriate
categories;
(xi) Accrue expenses of each Fund according to
instructions received from the Trust's
Administrator;
2
<PAGE> 3
(xii) Determine the outstanding receivables and
payables for all (1) security trades, (2)
Fund share transactions and (3) income and
expense accounts;
(xiii) Provide accounting reports in connection
with the Trust's regular annual audit and
other audits and examinations by regulatory
agencies; and
(xiv) Provide such periodic reports as the parties
shall agree upon, as set forth in a separate
schedule.
(c) SPECIAL REPORTS AND SERVICES.
(i) Fund Accountant may provide additional
special reports upon the request of the
Trust or a Fund's investment adviser, which
may result in an additional charge, the
amount of which shall be agreed upon between
the parties.
(ii) Fund Accountant may provide such other
similar services with respect to a Fund as
may be reasonably requested by the Trust,
which may result in an additional charge,
the amount of which shall be agreed upon
between the parties.
(d) ADDITIONAL ACCOUNTING SERVICES. Fund Accountant shall
also perform the following additional accounting
services for each Fund:
(i) Provide monthly a download (and hard copy
thereof) of the financial statements
described below, upon request of the Trust.
The download will include the following
items:
Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;
(ii) Provide accounting information for the
following:
(A) federal and state income tax returns
and federal excise tax returns;
(B) the Trust's semi-annual reports with
the Securities and Exchange
Commission ("SEC") on Form N-SAR;
(C) the Trust's annual, semi-annual and
quarterly (if any) shareholder
reports;
3
<PAGE> 4
(D) registration statements on Form N-1A
and other filings relating to the
registration of shares;
(E) the Administrator's monitoring of
the Trust's status as a regulated
investment company under Subchapter
M of the Internal Revenue Code, as
amended;
(F) annual audit by the Trust's
auditors; and
(G) examinations performed by the SEC.
2. SUBCONTRACTING.
Fund Accountant may, at its expense, subcontract with any
entity or person concerning the provision of the services contemplated
hereunder; provided, however, that Fund Accountant shall not be relieved of any
of its obligations under this Agreement by the appointment of such subcontractor
and provided further, that Fund Accountant shall be responsible, to the extent
provided in Section 7 hereof, for all acts of such subcontractor as if such acts
were its own.
3. COMPENSATION.
The Trust shall pay Fund Accountant for the services to be
provided by Fund Accountant under this Agreement in accordance with, and in the
manner set forth in, Schedule A hereto, as such Schedule may be amended from
time to time.
4. REIMBURSEMENT OF EXPENSES.
In addition to paying Fund Accountant the fees described in
Section 3 hereof, the Trust agrees to reimburse Fund Accountant for its
out-of-pocket expenses in providing services hereunder, including without
limitation the following:
(a) All freight and other delivery and bonding charges incurred by
Fund Accountant in delivering materials to and from the Trust;
(b) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by Fund
Accountant in communication with the Trust, the Trust's
investment advisor or custodian, dealers or others as required
for Fund Accountant to perform the services to be provided
hereunder;
(c) The cost of obtaining security market quotes pursuant to
Section l(b)(ii) above;
(d) The cost of microfilm or microfiche of records or other
materials;
(e) Any expenses Fund Accountant shall incur at the written
direction of an officer of the Trust thereunto duly
authorized; and
4
<PAGE> 5
(f) Any additional expenses reasonably incurred by Fund Accountant
in the performance of its duties and obligations under this
Agreement.
5. EFFECTIVE DATE.
This Agreement shall become effective with respect to a Fund
as of the date first written above (or, if a particular Fund is not in existence
on that date, on the date such Fund commences operation) (the "Effective Date").
6. TERM.
This Agreement shall continue in effect with respect to a
Fund, unless earlier terminated by either party hereto as provided hereunder,
until October 31, 1999 (the "Initial Term"). Thereafter, unless otherwise
terminated as provided herein, this Agreement shall be renewed automatically for
successive two-year periods ("Rollover Periods"). This Agreement may be
terminated without penalty (i) by provision of a notice of nonrenewal in the
manner set forth below, (ii) by mutual agreement of the parties or (iii) for
"cause," as defined below, upon the provision of 60 days advance written notice
by the party alleging cause. Written notice of nonrenewal must be provided
within 60 days of the end of the Initial Term or any Rollover Period, as the
case may be.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the party to be terminated with respect to its obligations and duties set forth
herein; (b) a final, unappealable judicial, regulatory or administrative ruling
or order in which the party to be terminated has been found guilty of criminal
or unethical behavior in the conduct of its business; (c) financial difficulties
on the part of the party to be terminated which are evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or (d) a service standard deficiency, as defined in Schedule B.
After such termination for so long as Fund Accountant, with
the written consent of the Trust, in fact continues to perform any one or more
of the services contemplated by this Agreement or any schedule or exhibit
hereto, the provisions of this Agreement, including without limitation the
provisions dealing with indemnification, shall continue in full force and
effect. Compensation due Fund Accountant and unpaid by the Trust upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. Fund Accountant shall be entitled to collect from the Trust, in
addition to the compensation described under Section 3 hereof, the amount of all
of Fund Accountant's cash disbursements for services in connection with Fund
Accountant's activities in effecting such termination, including without
limitation, the delivery to the Trust and/or its designees of the Trust's
property, records, instruments and documents, or any copies thereof. To the
extent that Fund Accountant may retain in its possession copies of any Trust
5
<PAGE> 6
documents or records subsequent to such termination which copies had not been
requested by or on behalf of the Trust in connection with the termination
process described above, Fund Accountant, for a reasonable fee, will provide the
Trust with reasonable access to such copies.
If, for any reason other than "cause," as defined above, Fund
Accountant is replaced as Fund Accountant, or if a third party is added to
perform all or a part of the services provided by Fund Accountant under this
Agreement (excluding any sub-accountant appointed by Fund Accountant as provided
in Section 2 hereof), then the Trust shall make a one-time cash payment, as
liquidated damages, to Fund Accountant equal to the balance due Fund Accountant
for the remainder of the term of this Agreement, assuming for purposes of
calculation of the payment that the asset level of the Trust on the date Fund
Accountant is replaced, or a third party is added, will remain constant for the
balance of the contract term.
In the event the Trust is merged into another legal entity in
part or in whole or is otherwise liquidated in part or in whole pursuant to a
business reorganization prior to the expiration of the then-current term of this
Agreement, the parties acknowledge and agree that (i) the liquidated damages
provision set forth above shall be applicable in those instances in which Fund
Accountant is not retained by the surviving entity to provide administration
services and (ii) for purposes of calculating the payment amount representing
liquidated damages, the appropriate asset level of the Trust shall be the
greater of: (i) the asset level calculated for the Trust at the time the Trust's
Board of Trustees receives formal notification (either oral or written) of an
intention on the part of Fund management (which shall be defined for purposes of
this paragraph as the Trust's investment adviser) to effect such a business
reorganization; (ii) the asset level calculated for the Trust at the time the
Trust's Board of Trustees formally approves such a business reorganization; or
(iii) the asset level calculated for the Trust on the day prior to the first day
during which assets are transferred by the Trust to the surviving entity
pursuant to the plan of reorganization. The one-time cash payment referenced
above shall be due and payable within thirty (30) days following the first day
during which assets are transferred to the surviving entity pursuant to the plan
of reorganization.
The parties further acknowledge and agree that, in the event
Fund Accountant is replaced, or a third party is added, as set forth above, (i)
a determination of actual damages incurred by Fund Accountant would be extremely
difficult, and (ii) the liquidated damages provision contained herein is
intended to adequately compensate Fund Accountant for damages incurred and is
not intended to constitute any form of penalty.
7. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION.
Fund Accountant shall use its best efforts to insure the
accuracy of all services performed under this Agreement, but shall not be liable
to the Trust for any action taken or omitted by Fund Accountant in the absence
of bad faith, willful misfeasance, negligence or from reckless disregard by it
of its obligations and duties. A Fund agrees to indemnify and hold harmless Fund
Accountant, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and
6
<PAGE> 7
all judgments, liabilities, losses, damages, costs, charges, counsel fees and
other expenses of every nature and character arising out of or in any way
relating to Fund Accountant's actions taken or nonactions with respect to the
performance of services under this Agreement with respect to such Fund or based,
if applicable, upon reasonable reliance on information, records, instructions or
requests with respect to such Fund given or made to Fund Accountant by a duly
authorized representative of the Trust; provided that this indemnification shall
not apply to actions or omissions of Fund Accountant in cases of its own bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties, and further provided that prior to confessing any claim
against it which may be the subject of this indemnification, Fund Accountant
shall give the Trust written notice of and reasonable opportunity to defend
against said claim in its own name or in the name of Fund Accountant.
8. RECORD RETENTION AND CONFIDENTIALITY.
Fund Accountant shall keep and maintain on behalf of the Trust
all books and records which the Trust and Fund Accountant is, or may be,
required to keep and maintain pursuant to any applicable statutes, rules and
regulations, including without limitation Rules 31a-1 and 31a-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"), relating to the
maintenance of books and records in connection with the services to be provided
hereunder. Fund Accountant further agrees that all such books and records shall
be the property of the Trust and to make such books and records available for
inspection by the Trust or by the Securities and Exchange Commission at
reasonable times. Fund Accountant agrees to treat confidentially and as
proprietary information of the Trust all records and other information relative
to the Trust and prior, present, or potential shareholders of the Trust, and
will not use such records and information for any purpose other than performance
of its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where Fund Accountant may be exposed to civil,
regulatory, or criminal sanctions for failure to comply when requested to
divulge such information by duly constituted authorities, or when so requested
by the Trust. The provisions of this Section 8 shall survive the termination of
this Agreement.
9. UNCONTROLLABLE EVENTS.
Fund Accountant assumes no responsibility hereunder, and shall
not be liable, for any damage, loss of data, delay or any other loss whatsoever
caused by events beyond its reasonable control.
10. REPORTS.
Fund Accountant will furnish to the Trust and to its properly
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports and at such times as are prescribed pursuant to the
terms and the conditions of this Agreement to be provided or completed by Fund
7
<PAGE> 8
Accountant, or as subsequently agreed upon by the parties pursuant to an
amendment hereto. The Trust agrees to examine each such report or copy promptly
and will promptly report or cause to be reported any errors or discrepancies
therein.
11. RIGHTS OF OWNERSHIP.
All computer programs and procedures developed to perform
services required to be provided by Fund Accountant under this Agreement are the
property of Fund Accountant. All records and other data except such computer
programs and procedures are the exclusive property of the Trust and all such
other records and data will be furnished to the Trust in appropriate form as
soon as practicable after termination of this Agreement for any reason.
12. RETURN OF RECORDS.
Fund Accountant may at its option at any time, and shall
promptly upon the Trust's demand, turn over to the Trust and cease to retain
Fund Accountant's files, records and documents created and maintained by Fund
Accountant pursuant to this Agreement which are no longer needed by Fund
Accountant in the performance of its services or for its legal protection. If
not so turned over to the Trust, such documents and records will be retained by
Fund Accountant for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to the Trust
unless the Trust authorizes in writing the destruction of such records and
documents.
13. REPRESENTATIONS OF THE TRUST.
The Trust certifies to Fund Accountant that: (1) as of the
close of business on the Effective Date, each Fund that is in existence as of
the Effective Date has authorized unlimited shares, and (2) this Agreement has
been duly authorized by the Trust and, when executed and delivered by the Trust,
will constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
14. REPRESENTATIONS OF FUND ACCOUNTANT.
Fund Accountant represents and warrants that: (1) the various
procedures and systems which Fund Accountant has implemented with regard to
safeguarding from loss or damage attributable to fire, theft, or any other cause
the records, and other data of the Trust and Fund Accountant's records, data,
equipment facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are required for the secure performance of its obligations
hereunder, and (2) this Agreement has been duly authorized by Fund Accountant
and, when executed and delivered by Fund Accountant, will constitute a legal,
valid and binding obligation of Fund Accountant, enforceable against Fund
8
<PAGE> 9
Accountant in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties.
15. INSURANCE.
Fund Accountant shall notify the Trust should any of its
insurance coverage be canceled or reduced. Such notification shall include the
date of change and the reasons therefor. Fund Accountant shall notify the Trust
of any material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Trust from time to time as may be appropriate of the total outstanding claims
made by Fund Accountant under its insurance coverage.
16. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS.
The Trust has furnished to Fund Accountant the following:
(a) Copies of the Declaration of Trust of the Trust and
of any amendments thereto, certified by the proper
official of the state in which such document has been
filed.
(b) Copies of the following documents:
(i) The Trust's Bylaws and any amendments
thereto; and
(ii) Certified copies of resolutions of the Board
of Trustees covering the approval of this
Agreement, authorization of a specified
officer of the Trust to execute and deliver
this Agreement and authorization for
specified officers of the Trust to instruct
Fund Accountant thereunder.
(c) A list of all the officers of the Trust, together
with specimen signatures of those officers who are
authorized to instruct Fund Accountant in all
matters.
(d) Two copies of the Prospectuses and Statements of
Additional Information for each Fund.
17. INFORMATION FURNISHED BY FUND ACCOUNTANT.
(a) Fund Accountant has furnished to the Trust the
following:
(i) Fund Accountant's Articles of Incorporation;
and
(ii) Fund Accountant's Bylaws and any amendments
thereto.
9
<PAGE> 10
(b) Fund Accountant has furnished certified copies of
corporate actions covering the following matters:
(i) Approval of this Agreement, and
authorization of a specified officer of Fund
Accountant to execute and deliver this
Agreement; and
(ii) Authorization of Fund Accountant to act as
fund accountant for the Trust and to provide
accounting services for the Trust.
18. AMENDMENTS TO DOCUMENTS.
The Trust shall furnish Fund Accountant written copies of any
amendments to, or changes in, any of the items referred to in Section 16 hereof
forthwith upon such amendments or changes becoming effective. In addition, the
Trust agrees that no amendments will be made to the Prospectuses or Statements
of Additional Information of the Trust which might have the effect of changing
the procedures employed by Fund Accountant in providing the services agreed to
hereunder or which amendment might affect the duties of Fund Accountant
hereunder unless the Trust first obtains Fund Accountant's approval of such
amendments or changes.
19. COMPLIANCE WITH LAW.
Except for the obligations of Fund Accountant set forth in
Section 8 hereof, the Trust assumes full responsibility for the preparation,
contents and distribution of each prospectus of the Trust as to compliance with
all applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the 1940 Act and any other laws, rules and regulations of
governmental authorities having jurisdiction. Fund Accountant shall have no
obligation to take cognizance of any laws relating to the sale of the Trust's
shares. The Trust represents and warrants that no shares of the Trust will be
offered to the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or becomes effective.
20. NOTICES.
Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to the party required to be served with
such notice, at the following address: 3435 Stelzer Road, Columbus, Ohio 43219,
or at such other address as such party may from time to time specify in writing
to the other party pursuant to this Section.
21. HEADINGS.
Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
10
<PAGE> 11
22. ASSIGNMENT.
This Agreement and the rights and duties hereunder shall not
be assignable with respect to a Fund by either of the parties hereto except by
the specific written consent of the other party. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.
23. GOVERNING LAW.
This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the Commonwealth of Massachusetts.
24. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind only the
trust property of the Trust. The execution and delivery of this Agreement have
been authorized by the Trustees, and this Agreement has been signed and
delivered by an authorized officer of the Trust, acting as such, and neither
such authorization by the Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in the Trust's Agreement and Declaration of
Trust.
25. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
ALL JUDICIAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
IN THE STATE OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH
PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. Each party
hereby agrees that service of all process in any such proceeding in any such
court may be made by registered or certified mail, return receipt requested, to
such party at its address provided in Section 20, such service being hereby
acknowledged by such party to be sufficient for personal jurisdiction in any
action against such party in any such court and to be otherwise effective and
binding service in every respect. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of a party
to bring proceedings against the other in the courts of any other jurisdiction.
11
<PAGE> 12
26. WAIVER OF JURY TRIAL.
EACH PARTY HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT. The scope of this waiver is intended to be all-encompassing of any
and all disputes that may be filed in any court and that relate to the subject
matter of this transaction, including without limitation contract claims, tort
claims, breach of duty claims, and all other common law and statutory claims.
Each party acknowledges that this waiver is a material inducement for the other
party to enter into a business relationship, that such parties have already
relied on this waiver in entering into this Agreement and that each will
continue to rely on this waiver in its related future dealings. Each party
further warrants and represents that it has reviewed this waiver with its legal
counsel, and that each knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
EUREKA FUNDS
By: /s/ Martin R. Dean
-----------------------------------
Treasurer
BISYS FUND SERVICES, INC.
By: /s/ George O. Martinez
-----------------------------------
12
<PAGE> 13
Dated: October 31, 1997
SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
EUREKA FUNDS
AND
BISYS FUND SERVICES, INC.
FEES
----
Fund Accountant shall be entitled to receive a fee in accordance with the
following schedule:
The Trust will pay Fund Accountant on the first business day of each
month, or at such time(s) as Fund Accountant shall request and the
parties hereto shall agree, a fee computed daily at the annual rate set
forth below, subject to the per Fund annual minimum fees set forth on
this Schedule:
Three one-hundredths of one percent (.03%) of the Trust's
average daily net assets up to $500 million.
Two one-hundredths of one percent (.02%) of the Trust's
average daily net assets in excess of $500 million up to $1
billion.
One one-hundredths of one percent (.01%) of the Trust's
average daily net assets in excess of $1 billion.
The fee payable by the Trust hereunder shall be allocated to each Fund
based upon its pro rata share of the total fee payable hereunder. Such
fee as is attributable to each Fund shall be a separate (and not joint
or joint and several) obligation of each such Fund. Fund Accountant may
agree, from time to time, to waive fees payable under this Agreement.
Such waiver shall be at Fund Accountant's sole discretion. The per Fund
annual minimum fees payable by the Trust are set forth below:
<TABLE>
<CAPTION>
<S> <C>
Domestic (Taxable) $30,000
Domestic (Tax-Free) $35,000
International/Global $40,000
</TABLE>
A-1
<PAGE> 14
With respect to any class of shares (other than Class A Shares or Trust
Shares) that is created after the effective date of this Agreement in a
Fund in existence on the date hereof or in a Fund established after the
date hereof, an additional fee in the amount of $10,000 shall be paid
by such Fund for such class(es).
EUREKA FUNDS BISYS FUND SERVICES, INC.
By: By:
----------------------------------- ---------------------------------
A-2
<PAGE> 15
SCHEDULE B
TO THE FUND ACCOUNTING AGREEMENT
DATED AS OF OCTOBER 31, 1997
BETWEEN EUREKA FUNDS
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
SERVICE STANDARDS
-----------------
Pursuant to Section 1 of this Agreement, Fund Accountant has agreed to perform
the services described in this Agreement in accordance with the service
standards set forth in this Schedule B. Such standards are contained on the
pages attached hereto. The parties agree that such service standards may be
revised, from time to time, by mutual agreement.
Each of the service standards will be monitored by a Quality Assurance team. In
the event Fund Accountant fails to meet a service standard in any particular
month, Fund Accountant agrees to take appropriate corrective measures within the
following thirty-day period in order to be in compliance with the appropriate
standard at the end of such thirty-day period; provided, however, that the
foregoing requirement shall not apply in those instances in which Fund
Accountant's failure to meet a service standard was due to circumstances beyond
its control.
In the event Fund Accountant fails to meet a particular service standard (except
for any failure due to circumstances beyond its control) in two consecutive
months, the fee payable to Fund Accountant hereunder shall be reduced by ten
percent (10%) or such lower amount as the parties shall agree upon for the
second of those two months. If such failure occurs in three consecutive months,
the fee payable to Fund Accountant hereunder shall be reduced by fifteen percent
(15%) or such lower amount as the parties shall agree upon for the third of
those three months.
In the event Fund Accountant fails to meet a particular service standard (except
for any failure due to circumstances beyond its control) for any three months
within a six-month period, such failure shall be deemed to be a service standard
deficiency for purposes of the "cause" definition contained in Section 6 of this
Agreement.
B-1
<PAGE> 16
BISYS FUND SERVICES
FUND ACCOUNTING SERVICE STANDARDS
FOR
THE EUREKA FUNDS
- -------------------------------------------------------------------------------
ITEM STANDARD
- -------------------------------------------------------------------------------
NAV Calculation Accuracy 98% or better (provided, that there
may not be any period of five
consecutive days during which errors
have occurred each day for any
one class)
- -------------------------------------------------------------------------------
Daily Bulletin 98% or better delivered by 6:30 pm
(EST)
- -------------------------------------------------------------------------------
Cash Availability 98% or better delivered by 9:30 am
(EST)
- -------------------------------------------------------------------------------
Position Reconciliation Weekly
- -------------------------------------------------------------------------------
<PAGE> 1
Exhibit 9(c)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 31st day of October, 1997, by and
between EUREKA FUNDS, a Massachusetts business trust (the "Company"), and BISYS
FUND SERVICES LIMITED PARTNERSHIP, d/b/a BISYS FUND SERVICES (the
"Administrator"), an Ohio limited partnership.
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series of shares of beneficial interest ("Shares");
and
WHEREAS, the Company desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such series of the Company as the Company and the Administrator may agree on
("Portfolios") and as listed on Schedule A attached hereto and made a part of
this Agreement, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Company hereby retains
the Administrator to act as the administrator of the Portfolios and to furnish
the Portfolios with the management and administrative services as set forth in
Article 2 below. The Administrator hereby accepts such employment to perform the
duties set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company in any way and shall
not be deemed an agent of the Company.
ARTICLE 2. ADMINISTRATIVE SERVICES. The Administrator shall perform or
supervise the performance by others of other administrative services in
connection with the operations of the Portfolios, and, on behalf of the Company,
will investigate, assist in the selection of and conduct relations with
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Portfolios' operations. The
Administrator shall provide the Trustees of the Company with such reports
regarding investment performance as they may reasonably request but shall have
no responsibility for supervising the performance by any investment adviser or
sub-adviser of its responsibilities. The Administrator agrees to perform the
services described herein in accordance with the service standards set forth in
Schedule B attached hereto.
1
<PAGE> 2
BISYS FUND SERVICES
FUND ADMINISTRATION SERVICE STANDARDS
FOR
THE EUREKA FUNDS
- -----------------------------------------------------------------------------
ITEM STANDARD
- -----------------------------------------------------------------------------
Portfolio Compliance Reviews Monthly
- -----------------------------------------------------------------------------
Financial Reports Printed and mailed sixty days from
fund's fiscal year end & semi-annual
period end
- -----------------------------------------------------------------------------
Prospectus Updates Prepared and printed within five days
of the effective date of the
registration statement
- -----------------------------------------------------------------------------
Accrual Reviews Monthly
- -----------------------------------------------------------------------------
<PAGE> 3
The Administrator shall provide the Company with regulatory reporting,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Trustees' meetings) for handling the
affairs of the Portfolios and such other services as the Administrator shall,
from time to time, determine to be necessary to perform its obligations under
this Agreement. In addition, at the request of the Board of Trustees, the
Administrator shall make reports to the Company's Trustees concerning the
performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator
shall:
(a) calculate contractual Company expenses and control all
disbursements for the Company, and as appropriate compute the
Company's yields, total return, expense ratios, portfolio,
turnover rate and, if required, portfolio average
dollar-weighted maturity;
(b) assist Company counsel with the preparation of prospectuses,
statements of additional information, registration statements
and proxy materials;
(c) prepare such reports, applications and documents (including
reports regarding the sale and redemption of Shares as may be
required in order to comply with Federal and state securities
law) as may be necessary or desirable to register the
Company's Shares with state securities authorities, monitor
the sale of Company Shares for compliance with state
securities laws, and file with the appropriate state
securities authorities the registration statements and reports
for the Company and the Company's Shares and all amendments
thereto, as may be necessary or convenient to register and
keep effective the Company and the Company's Shares with state
securities authorities to enable the Company to make a
continuous offering of its Shares;
(d) develop and prepare, with the assistance of the Company's
investment adviser, communications to Shareholders, including
the annual report to Shareholders, coordinate the mailing of
prospectuses, notices, proxy statements, proxies and other
reports to Company Shareholders, and supervise and facilitate
the proxy solicitation process for all shareholder meetings,
including the tabulation of shareholder votes;
(e) administer contracts on behalf of the Company with, among
others, the Company's investment adviser, distributor,
custodian, transfer agent and fund accountant;
(f) supervise the Company's transfer agent with respect to the
payment of dividends and other distributions to Shareholders;
(g) calculate performance data of the Portfolios for dissemination
to information services covering the investment company
industry;
2
<PAGE> 4
(h) coordinate and supervise the preparation and filing of the
Company's tax returns;
(i) examine and review the operations and performance of the
various organizations providing services to the Company or any
Portfolio of the Company, including, without limitation, the
Company's investment adviser, distributor, custodian, fund
accountant, transfer agent, outside legal counsel and
independent public accountants, and at the request of the
Board of Trustees, report to the Board on the performance of
organizations;
(j) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and
printing of the Company's semi-annual and annual reports to
Shareholders;
(k) assist with the design, development, and operation of the
Portfolios, including new classes, investment objectives,
policies and structure;
(l) provide individuals reasonably acceptable to the Company's
Board of Trustees to serve as officers of the Company, who
will be responsible for the management of certain of the
Company's affairs as determined by the Company's Board of
Trustees;
(m) advise the Company and its Board of Trustees on matters
concerning the Company and its affairs;
(n) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the
Company in accordance with the requirements of Rules 17g-1 and
17d-1(7) under the 1940 Act as such bonds and policies are
approved by the Company's Board of Trustees;
(o) monitor and advise the Company and its Portfolios on their
registered investment company status under the Internal
Revenue Code of 1986, as amended;
(p) perform all administrative services and functions of the
Company and each Portfolio to the extent administrative
services and functions are not provided to the Company or such
Portfolio pursuant to the Company's or such Portfolio's
investment advisory agreement, distribution agreement,
custodian agreement, transfer agent agreement and fund
accounting agreement;
(q) furnish advice and recommendations with respect to other
aspects of the business and affairs of the Portfolios as the
Company and the Administrator shall determine desirable; and
(r) prepare and file with the SEC the semi-annual report for the
Company on Form N-SAR and all required notices pursuant to
Rule 24f-2.
3
<PAGE> 5
The Administrator shall perform such other services for the Company
that are mutually agreed upon by the parties from time to time. Such services
may include performing internal audit examinations; mailing the annual reports
of the Portfolios; preparing an annual list of Shareholders; and mailing notices
of Shareholders' meetings, proxies and proxy statements, for all of which the
Company will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Company as well as all Trustees of the
Company who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Company retained by the Trustees of the
Company to perform services on behalf of the Company.
(B) THE COMPANY. The Company assumes and shall pay or cause to be paid
all other expenses of the Company not otherwise allocated herein, including,
without limitation, organization costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing Shareholders, all expenses
incurred in connection with issuing and redeeming Shares, the costs of custodial
services, the cost of initial and ongoing registration of the Shares under
Federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not affiliated persons of the Administrator or the Investment Adviser to
the Company or any affiliated corporation of the Administrator or the Investment
Adviser, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Company.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Company shall pay to the Administrator compensation at an annual
rate specified in Schedule A attached hereto. Such compensation shall be
calculated and accrued daily, and paid to the Administrator monthly. The Company
shall also reimburse the Administrator for its reasonable out-of-pocket
expenses, including the travel and lodging expenses incurred by officers and
employees of the Administrator in connection with attendance at Board meetings.
If this Agreement becomes effective subsequent to the first
day of a month or terminates before the last day of a month, the Administrator's
compensation for that part of the month in which this Agreement is in effect
shall be prorated in a manner consistent with the
4
<PAGE> 6
calculation of the fees as set forth above. Payment of the Administrator's
compensation for the preceding month shall be made promptly.
(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in carrying
out its duties hereunder, except a loss, action or error resulting from willful
misfeasance, bad faith or negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties hereunder, except as
may otherwise be provided under provisions of applicable law which cannot be
waived or modified hereby. (As used in this Article 5, the term "Administrator"
shall include partners, officers, employees and other agents of the
Administrator as well as the Administrator itself.)
So long as the Administrator acts in good faith and with due diligence
and without negligence, the Company assumes full responsibility and shall
indemnify the Administrator and hold it harmless from and against any and all
actions, suits and claims, whether groundless or otherwise, and from and against
any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of the
Administrator's actions taken or nonactions with respect to the performance of
services hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Company may be asked to indemnify or hold the
Administrator harmless, the Company shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Company promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Company, but failure to do so in good faith shall not affect the rights
hereunder.
The Company shall be entitled to participate at its own expense or, if
it so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Company elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the
Company and satisfactory to the Administrator, whose approval shall not be
unreasonably withheld. In the event that the Company elects to assume the
defense of any suit and retain counsel, the Administrator shall bear the fees
and expenses of any additional counsel retained
5
<PAGE> 7
by it. If the Company does not elect to assume the defense of a suit, it will
reimburse the Administrator for the reasonable fees and expenses of any counsel
retained by the Administrator.
The Administrator shall notify the Trust at any time the Administrator
believes that it is in need of the advice of counsel with regard to the
Administrator's responsibilities and duties pursuant to this Agreement; if the
Administrator wishes to seek the advice of legal counsel of its own choosing it
must first notify the Trust and seek its approval, which shall not be
unreasonably withheld, such advice to be at the expense of the Trust or Funds
unless relating to a matter involving the Administrator's willful misfeasance,
bad faith, gross negligence or reckless disregard with respect to the
Administrator's responsibilities and duties hereunder and the Administrator
shall in no event be liable to the Trust or any Fund or any shareholder or
beneficial owner of the Trust for any action reasonably taken pursuant to such
advice.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Company until receipt of written notice thereof from the Company.
ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Company are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that directors, officers, employees
and Shareholders of the Company are or may be or become interested in the
Administrator, as officers, employees or otherwise and that partners, officers
and employees of the Administrator and its counsel are or may be or become
similarly interested in the Company, and that the Administrator may be or become
interested in the Company as a Shareholder or otherwise.
ARTICLE 7. DURATION OF THIS AGREEMENT. The Term of this Agreement shall
be as specified in Schedule A hereto.
ARTICLE 8. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
the Administrator may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 5
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
ARTICLE 9. AMENDMENTS. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Company, and (ii) by the vote of a majority of
the Trustees of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Trustees meeting called
for the purpose of voting on such approval.
6
<PAGE> 8
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Company does not conflict with or violate any requirements of
its Declaration of Trust or then current prospectuses, or any rule, regulation
or requirement of any regulatory body.
ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Company shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Company and will be made
available to or surrendered promptly to the Company on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Company and follow the
Company's instructions as to permitting or refusing such inspection; provided
that the Administrator may exhibit such records to any duly constituted
governmental authority in any case where it is advised by its counsel that it
may be held liable for failure to do so, unless (in cases involving potential
exposure only to civil liability) the Company has agreed to indemnify the
Administrator against such liability.
The Administrator agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and prior, present, or
potential shareholders of the Trust, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Administrator may be exposed to civil, regulatory, or
criminal sanctions for failure to comply when requested to divulge such
information by duly constituted authorities, or when so requested by the Trust.
The provisions of this Article 10 shall survive the termination of this
Agreement.
ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 12. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Company, at 3435 Stelzer Road, Columbus, Ohio 43219,
Attention: Martin R. Dean ; and if to the Administrator at 3435 Stelzer Road,
Columbus, Ohio 43219, Attention: George O. Martinez, Esq.
7
<PAGE> 9
ARTICLE 13. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 14. MULTIPLE ORIGINALS. 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.
ARTICLE 15. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
It is expressly agreed that the obligations of the Company hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Company personally, but shall bind only the trust property of
the Company. The execution and delivery of this Agreement have been authorized
by the Trustees, and this Agreement has been signed and delivered by an
authorized officer of the Company, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Company as provided in the Company's Agreement and Declaration of Trust.
ARTICLE 16. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL
JUDICIAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT. Each party hereby agrees that service
of all process in any such proceeding in any such court may be made by
registered or certified mail, return receipt requested, to such party at its
address provided in Article 12, such service being hereby acknowledged by such
party to be sufficient for personal jurisdiction in any action against such
party in any such court and to be otherwise effective and binding service in
every respect. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of a party to bring
proceedings against the other party in the courts of any other jurisdiction.
ARTICLE 17. WAIVER OF JURY TRIAL. EACH PARTY HEREBY AGREES TO WAIVE IS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including without limitation
contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. Each party acknowledges that this waiver is a material
inducement for the other party to enter into a business relationship, that such
parties have already relied on this waiver in entering into this Agreement and
that each will continue to rely on this waiver in its related future dealings.
Each party further warrants and represents that it has reviewed this waiver with
its legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel.
8
<PAGE> 10
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR
IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this
Agreement may be filed as a written consent to a trial by the court.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
EUREKA FUNDS
By: /s/ Martin R. Dean
---------------------------------------
Title: Treasurer
-------------------------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
BY: BISYS FUND SERVICES, INC.,
GENERAL PARTNER
By: /s/ George O. Martinez
---------------------------------------
Title: Senior Vice President
-------------------------------------
9
<PAGE> 11
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 31, 1997
BETWEEN EUREKA FUNDS
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
Portfolios: This Agreement shall apply to all Portfolios of the Company,
either now or hereafter created. The current Portfolios of the
Company are set forth below:
Eureka Prime Money Market Fund
Eureka U.S. Treasury Obligations Fund
Eureka Investment Grade Bond Fund
Eureka Global Asset Allocation Fund
Eureka Equity Fund
Fees: Pursuant to Article 4, in consideration of services
rendered and expenses assumed pursuant to this
Agreement, the Company will pay the Administrator on
the first business day of each month, or at such
time(s) as the Administrator shall request and the
parties hereto shall agree, a fee computed daily at
the annual rate set forth below, subject to a per
Portfolio annual minimum fee of $75,000:
Twenty one-hundredths of one percent
(.20%) of the Company's average
daily net assets up to $500 million
Eighteen and one-half one-hundredths of one
percent (.185%) of the Company's average
daily net assets in excess of $500 million
up to $1 billion.
Seventeen and one-half one-hundredths of one
percent (.175%) of the Company's average
daily net assets in excess of $1 billion.
The fee for the period from the day of the month this
Agreement is entered into until the end of that month shall be
prorated according to the proportion which such period bears
to the full monthly period. Upon any termination of this
Agreement before the end of any month, the fee for such part
of a month shall be prorated according to the
A-1
<PAGE> 12
proportion which such period bears to the full monthly period
and shall be payable upon the date of termination of this
Agreement.
For the purpose of determining fees payable to the
Administrator, the value of the net assets of a particular
Fund shall be computed in the manner described in the Fund's
Declaration of Trust or in the Prospectus or Statement of
Additional Information respecting that Fund as from time to
time is in effect for the computation of the value of such net
assets in connection with the determination of the liquidating
value of the shares of such Fund.
The parties hereby confirm that the fees payable hereunder
shall be applied to each Portfolio as a whole, and not to
separate classes of shares within the Portfolios. The parties
further confirm that the fee schedule set forth above is based
upon the class structure in place as of the date of
commencement of this Agreement. The parties agree and
acknowledge that an additional fee of $10,000 per year shall
be payable hereunder for each new class of shares that is
created after such commencement date.
The fee payable by the Company hereunder shall be allocated to
each Portfolio based upon its pro rata share of the total fee
payable hereunder. Such fee as is attributable to each
Portfolio shall be a separate (and not joint or joint and
several) obligation of each such Portfolio. The Administrator
may agree, from time to time, to waive any fees payable under
this Agreement. Such waiver shall be at the Administrator's
sole discretion.
Term: Pursuant to Article 7, the term of this Agreement shall
commence on October 31, 1997 and shall remain in effect
through October 31, 1999 ("Initial Term"). Thereafter, unless
otherwise terminated as provided herein, this Agreement shall
be renewed automatically for successive two-year periods
("Rollover Periods"). This Agreement may be terminated without
penalty (i) by provision of a notice of nonrenewal in the
manner set forth below, (ii) by mutual agreement of the
parties or (iii) for "cause," as defined below, upon the
provision of 60 days advance written notice by the party
alleging cause. Written notice of nonrenewal must be provided
within 60 days of the end of the Initial Term or any Rollover
Period, as the case may be.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard
on the part of the party to be terminated with respect to its
obligations and duties set forth herein; (b) a final,
unappealable judicial, regulatory or administrative ruling or
order in which the party to be terminated has been found
guilty of criminal or unethical behavior in the conduct of its
business; (c) financial difficulties on the part of the party
to be terminated which are evidenced by the authorization or
commencement of, or involvement by way of pleading, answer,
consent or acquiescence in, a voluntary or involuntary case
under
A-2
<PAGE> 13
Title 11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of
any jurisdiction relating to the liquidation or reorganization
of debtors or to the modification or alteration of the rights
of creditors; or (d) a service standard deficiency, as defined
in Schedule B.
Notwithstanding the foregoing, after such termination for so
long as the Administrator, with the written consent of the
Company, in fact continues to perform any one or more of the
services contemplated by this Agreement or any schedule or
exhibit hereto, the provisions of this Agreement, including
without limitation the provisions dealing with
indemnification, shall continue in full force and effect.
Compensation due the Administrator and unpaid by the Company
upon such termination shall be immediately due and payable
upon and notwithstanding such termination. The Administrator
shall be entitled to collect from the Company, in addition to
the compensation described in this Schedule A, the amount of
all of the Administrator's cash disbursements for services in
connection with the Administrator's activities in effecting
such termination, including without limitation, the delivery
to the Company and/or its designees of the Company's property,
records, instruments and documents, or any copies thereof. To
the extent that the Administrator may retain in its possession
copies of any Company documents or records subsequent to such
termination which copies had not been requested by or on
behalf of the Company in connection with the termination
process described above, the Administrator, for a reasonable
fee, will provide the Company with reasonable access to such
copies.
If, for any reason other than "cause," as defined above, the
Administrator is replaced as fund manager and administrator,
or if a third party is added to perform all or a part of the
services provided by the Administrator under this Agreement
(excluding any sub-administrator appointed by the
Administrator as provided in Article 7 hereof), then the
Company shall make a one-time cash payment, as liquidated
damages, to the Administrator equal to the balance due the
Administrator for the remainder of the term of this Agreement,
assuming for purposes of calculation of the payment that the
asset level of the Company on the date the Administrator is
replaced, or a third party is added, will remain constant for
the balance of the contract term.
In the event the Company is merged into another legal entity
in part or in whole or is otherwise liquidated in part or in
whole pursuant to a business reorganization prior to the
expiration of the then-current term of this Agreement, the
parties acknowledge and agree that (i) the liquidated damages
provision set forth above shall be applicable in those
instances in which the Administrator is not retained by the
surviving entity to provide administration services and (ii)
for purposes of calculating the payment amount representing
liquidated damages, the appropriate asset level of the Company
shall be the greater of: (i) the asset level calculated for
the Company at the time the Company's Board of Trustees
receives formal notification (either oral or written) of
A-3
<PAGE> 14
an intention on the part of Fund management (which shall be
defined for purposes of this paragraph as the Company's
investment adviser) to effect such a business reorganization;
(ii) the asset level calculated for the Company at the time
the Company's Board of Trustees formally approves such a
business reorganization; or (iii) the asset level calculated
for the Company on the day prior to the first day during which
assets are transferred by the Company to the surviving entity
pursuant to the plan of reorganization. The one-time cash
payment referenced above shall be due and payable within
thirty (30) days following the first day during which assets
are transferred to the surviving entity pursuant to the plan
of reorganization.
The parties further acknowledge and agree that, in the event
the Administrator is replaced, or a third party is added, as
set forth above, (i) a determination of actual damages
incurred by the Administrator would be extremely difficult,
and (ii) the liquidated damages provision contained herein is
intended to adequately compensate the Administrator for
damages incurred and is not intended to constitute any form of
penalty.
A-4
<PAGE> 15
SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 31, 1997
BETWEEN EUREKA FUNDS
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
SERVICE STANDARDS
-----------------
Pursuant to Article 2 of this Agreement, the Administrator has agreed to perform
the services described in this Agreement in accordance with the service
standards set forth in this Schedule B. Such standards are contained on the
pages attached hereto. The parties agree that such service standards may be
revised, from time to time, by mutual agreement.
Each of the service standards will be monitored by a Quality Assurance team. In
the event the Administrator fails to meet a service standard in any particular
month, the Administrator agrees to take appropriate corrective measures within
the following thirty-day period in order to be in compliance with the
appropriate standard at the end of such thirty-day period; provided, however,
that the foregoing requirement shall not apply in those instances in which the
Administrator's failure to meet a service standard was due to circumstances
beyond its control.
In the event the Administrator fails to meet a particular service standard
(except for any failure due to circumstances beyond its control) in two
consecutive months, the fee payable to the Administrator hereunder shall be
reduced by ten percent (10%) or such lower amount as the parties shall agree
upon for the second of those two months. If such failure occurs in three
consecutive months, the fee payable to the Administrator hereunder shall be
reduced by fifteen percent (15%) or such lower amount as the parties shall agree
upon for the third of those three months.
In the event the Administrator fails to meet a particular service standard
(except for any failure due to circumstances beyond its control) for any three
months within a six-month period, such failure shall be deemed to be a service
standard deficiency for purposes of the "cause" definition contained in the Term
provisions set forth in Schedule A.
B-1
<PAGE> 1
EXHIBIT 10
[ROPES & GRAY LETTERHEAD]
WRITER'S DIRECT DIAL NUMBER: (202) 626-3967
February 20, 1998
Eureka Funds
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
You have registered under the Securities Act of 1933, as amended (the "1933
Act") an indefinite number of shares of beneficial interest of the Eureka Funds
(the "Trust"), as permitted by Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"). You propose to file a post-effective
amendment on Form N-1A (the "Post-Effective Amendment") to your Registration
Statement as required by Section 10(a)(3) with respect to certain units of
beneficial interest of the Trust ("Shares").
We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts and the Clerk of
the City of Boston. We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that the issue and sale of
the Shares have been duly authorized under Massachusetts law.
<PAGE> 2
Eureka Funds
February 20, 1998
Page 2
Upon the original issue and sale of the Shares and upon receipt of the
authorized consideration therefor in an amount not less than the net asset value
of the Shares established and in force at the time of their sale, the Shares
issued will be validly issued, fully paid and nonassessable.
The Eureka Funds is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations of
the Trust. However, the Agreement and Declaration of Trust provides for
indemnification out of the property of a particular series of Shares for all
loss and expenses of any shareholder of that series held personally liable
solely by reason of his being or having been a shareholder. Thus, the risk of
shareholder liability is limited to circumstances in which that series of
Shares itself would be unable to meet its obligations.
We understand that this opinion is to be used in connection with the
filing of the Post-Effective Amendment. We consent to the filing of this opinion
with and as part of your Post-Effective Amendment.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
-2-
<PAGE> 1
EXHIBIT 11(a)
CONSENT OF COUNSEL
------------------
We hereby consent to the use of our name and the references to our firm
under the caption "Legal Counsel" included in or made a part of Post-Effective
Amendment No. 1 to the Registration Statement of the Eureka Funds on Form N-1A
(File No. 333-32483) under the Securities Act of 1933, as amended.
/s/ Ropes & Gray
Washington, D.C.
February 20, 1998
<PAGE> 1
Exhibit 11(b)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Independent
Auditors" in the Statement of Additional Information and to the use of our
report dated September 30, 1997 in Post-Effective Amendment No. 1 to the
Registration Statement (Form N-1A File No. 333-32483) of the Eureka Funds.
/s/ Ernst & Young LLP
Columbus, Ohio
February 20, 1998
