================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. __ [ ]
POST-EFFECTIVE AMENDMENT NO. __ [ ]
(Check appropriate box or boxes)
----------
TRUST FOR INVESTMENT MANAGERS
(Exact Name of Registrant as Specified in Charter)
(626) 852-1033
(Area code and Telephone Number)
2020 East Financial Way - Suite 100
Glendora, California 91741
(Address of Principal Executive Offices, including Zip Code)
Robert H. Wadsworth
2020 East Financial Way - Suite 100
Glendora, California 91741
(Name and Address of Agent for Service)
Copy to: Michael Glazer
Paul, Hastings, Janofsky & Walker LLP
555 South Flower Street
Los Angeles, California 90071
----------
Approximate Date of Proposed Public Offering:
As soon as practicable following effective date.
----------
The registrant hereby amends this Registration Statement under the Securities
Act of 1933 on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with the provisions of Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
----------
Title of Securities Being Registered: Shares of Beneficial Interest.
No filing fee is required because of Registrant's reliance on Rule 24f-2.
================================================================================
<PAGE>
STOCKJUNGLE.COM TRUST
STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND
STOCKJUNGLE.COM PURE PLAY INTERNET FUND
STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND
NOTICE OF SPECIAL MEETING
TO BE HELD ON [__________], 2000
A Special Meeting (the "Meeting") of shareholders of the StockJungle.com
Market Leaders Growth Fund, StockJungle.com Pure Play Internet Fund, and
StockJungle.com Community Intelligence Fund (collectively, the "Funds") will be
held on [__________], 2000, at 10:00 a.m., Pacific Time, at the offices of
StockJungle.com Trust, 5750 Wilshire Boulevard - Suite 560, Los Angeles,
California 90036.
At the Meeting, the shareholders of the Funds will be asked to consider and
vote on a proposed reorganization of the Funds into identical, newly created
portfolios (the "New Funds") of the Trust for Investment Managers ("TIM") and
such other business as may properly come before the Meeting or any adjournments.
Although the New Funds will be identical to the existing Funds in most respects,
the New Funds will pay some operating expenses not presently paid by the Funds.
The Board of Trustees has unanimously approved the proposed reorganization
and recommends that you vote FOR the proposal. Please read the accompanying
Combined Proxy Statement and Prospectus for a more complete discussion of the
proposed reorganization.
BY ORDER OF THE BOARD OF TRUSTEES
MICHAEL J. WITZ, PRESIDENT
[__________], 2000
--------------------------------------------------------------------------------
WHO CAN VOTE?
Any person owning shares of a Fund on [__________], 2000.
WHY SHOULD I BOTHER TO VOTE?
YOUR VOTE IS IMPORTANT. If the Funds do not receive enough votes, they will have
additional expenses to mail proxies again or solicit shareholders by telephone
so the Meeting can take place.
HOW CAN I VOTE?
- By the INTERNET - Go to the website at [__________].
- By FAX - Vote, sign, and fax the enclosed ballot to [__________].
- By MAIL - Vote, sign, and mail the enclosed ballot in the envelope provided.
- By PHONE - Call [__________], extension [_____].
- IN PERSON at the Meeting - If you attend the Meeting in person, you may change
your vote at that time.
QUESTIONS?
Call us at [1-800-__________], extension [_____].
--------------------------------------------------------------------------------
<PAGE>
STOCKJUNGLE.COM TRUST
TRUST FOR INVESTMENT MANAGERS
STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND
STOCKJUNGLE.COM PURE PLAY INTERNET FUND
STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND
COMBINED PROXY STATEMENT AND PROSPECTUS
The Board of Trustees of StockJungle.com Trust (referred to below as
"SJTRUST") is soliciting the enclosed proxy in connection with a Special Meeting
(the "MEETING") of shareholders of the portfolios of SJTrust. The portfolios are
the StockJungle.com Market Leaders Growth Fund ("GROWTH FUND"), StockJungle.com
Pure Play Internet Fund ("INTERNET FUND"), and StockJungle.com Community
Intelligence Fund ("COMMUNITY FUND"). These portfolios are sometimes referred to
below as the "Funds." The Meeting will be held on [__________], 2000 at 10:00
a.m. Pacific Time at 5750 Wilshire Boulevard - Suite 560, Los Angeles,
California.
The Meeting is being called to consider the proposed reorganization of the
Funds into identical, newly created portfolios (the "NEW FUNDS") of Trust for
Investment Managers ("TIM"), and to transact such other business as may properly
come before the Meeting or any adjournments. SJTrust, a Massachusetts business
trust, and TIM, a Delaware business trust, both are open-end management
investment companies (referred to generally as "mutual funds").
The investment objectives and policies of each of the New Funds are
identical to those of the corresponding Funds. The investment adviser of the New
Funds is StockJungle.com Investment Advisers, Inc. (the "ADVISER"), which
currently serves as adviser to the Funds. Each New Fund will pay an advisory fee
to the Adviser at the rate of 1.00% of average annual net assets, and will pay
its other normal New Fund operating expenses, except that the Adviser will pay
all normal operating expenses of the New Fund (other than brokerage commissions
and extraordinary expenses) over 1.45%. Each of the Funds currently pays the
Adviser a 1.00% annual advisory fee, but the Adviser currently pays all the
Fund's normal operating expenses (other than brokerage commissions and
extraordinary expenses), effectively capping Fund expenses at 1.00%.
This Combined Proxy Statement and Prospectus (the "PROXY STATEMENT") is
furnished to the shareholders of each Fund on behalf of SJTrust's Board of
Trustees in connection with the Funds' solicitation of voting instructions for
use at the Meeting. This Proxy Statement is being mailed to shareholders of the
Funds on or about [__________], 2000.
-1-
<PAGE>
This Proxy Statement is organized as follows:
1. Summary of Proxy Statement - begins on page 3.
2. Proposed Reorganization of the Funds - begins on page 8.
3. Voting and Meeting Procedures - begins on page 14.
4. General Information - begins on page 17.
The New Funds will have the same names as the existing Funds. To avoid
confusion, the New Funds are referred to below as the "NEW GROWTH FUND," "NEW
INTERNET FUND," and "NEW COMMUNITY FUND," respectively.
A prospectus for the New Funds (the "PROSPECTUS") accompanies and is
incorporated into this Proxy Statement. This Proxy Statement and the Prospectus
set forth concisely the information about the proposed reorganization that you
should know before voting on the proposed reorganization. You should retain them
for future reference.
Additional information about TIM has been filed with the Securities and
Exchange Commission (the "COMMISSION"). You can review it at the Public
Reference Room of the Commission (for hours of operation, call 1-202-942-8090).
You may retrieve text-only copies at no charge from the "EDGAR" database on the
Commission's website at http://www.sec.gov. You also may get such copies for a
fee by writing the Commission's Public Reference Section, Washington, D.C.
20549-0102, or by e-mail to the Commission at [email protected].
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED ON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Dated: __________, 2000
-2-
<PAGE>
SUMMARY OF PROXY STATEMENT
The Board of Trustees of SJTrust has approved a plan to reorganize the
Funds into the New Funds. The New Funds are portfolios of TIM, a registered
investment company with multiple portfolios advised by a variety of independent
investment advisers. TIM is sponsored and administered by Investment Company
Administration L.L.C. ("ICA") to permit smaller advisers to offer the benefits
of mutual fund portfolios to their clients. Fund management believes that
reorganizing the Funds as part of the TIM fund group with other portfolios may
in the long run reduce certain expenses paid by shareholders (such as securities
registration fees, legal fees, insurance costs and trustee fees and expenses),
as economies of scale may result when Fund assets are aggregated with assets of
other TIM portfolios by spreading such expenses over a larger asset base.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of each of the New Funds are
identical to those of the corresponding Funds. These are as follows:
INVESTMENT OBJECTIVES
Each Fund seeks to provide investors with long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
The Adviser uses the StockJungle.com Community Site as a resource to
identify potential candidates for the Funds' respective portfolios. The Adviser
researches and analyzes recommendations on the Community Site to determine the
companies' potential for capital appreciation; if a suggested company is deemed
acceptable by the Adviser, it selects the company for purchase by a Fund.
Each Fund normally will be fully invested (subject to liquidity needs) in a
diversified portfolio of equity securities of U.S. companies.
THE STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND invests in companies that,
in the opinion of the Adviser, have demonstrated consistently fundamental
investment value, hold strong competitive positions in their respective
industries and have favorable long-term growth prospects. In addition, the Fund
may invest up to 20% of its net assets in the common stock of companies the
Adviser identifies as relatively new leaders in smaller, less established
industries that have favorable growth prospects.
THE STOCKJUNGLE.COM PURE PLAY INTERNET FUND invests in companies the
Adviser determines to be "Pure Play Internet" companies, i.e., companies that
derive at least 50% of their revenue from the Internet and/or the World Wide Web
("WWW"), and whose stocks have the potential for long-term growth.
-3-
<PAGE>
THE STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND invests in companies with
market capitalizations of at least $100 million and favorable growth prospects.
The Adviser selects portfolio securities for the Fund solely from a pool of
equity investment opportunities which are (i) recommended to StockJungle.com,
Inc. by visitors to its website, (ii) researched by the adviser and analyzed to
determine their potential for capital appreciation, and (iii) if deemed
acceptable by the Adviser, selected for investment by the Fund.
COMPARISON OF STRUCTURE AND OPERATION
Each New Fund will be advised and operated in substantially the same manner
as its corresponding Fund. The Adviser, which currently advises the Funds, will
continue to act as adviser to the New Funds. The other service providers to the
Funds will also be unchanged. There will be no significant change in
distribution and purchase procedures, exchange rights, or redemption procedures.
The New Funds are established and administered under Delaware law, while
the Funds are maintained under Massachusetts law. The two forms of organization
are very similar. The operations of TIM, like those of SJTrust, are subject to
the provisions of the Investment Company Act of 1940 (the "1940 ACT"), and to
the rules and regulations of the Commission thereunder.
The reorganization will have no material federal income tax consequences to
you, the Funds or the New Funds.
COMPARISON OF FEES AND EXPENSES
TIM has adopted a shareholder service plan under which the New Funds may
pay expenses of the Adviser and others associated with servicing of shareholders
of the New Funds up to 0.25% of the New Funds' average annual net assets. In
comparison, SJ Trust has no such plan.
The Investment Advisory Agreement between the Adviser and the New Funds
provides that each New Fund pays an advisory fee at the annual rate of 1.00% of
the New Fund's average net assets, and other normal New Fund operating expenses,
except that the Adviser will reimburse each New Fund for all operating expenses
(other than brokerage commissions and extraordinary expenses) over 1.45% of the
New Fund's average net assets. In comparison, under the current Investment
Advisory Agreement between the Adviser and the Funds, the Funds pay the Adviser
a 1.00% advisory fee, but the Adviser pays all the Funds' normal operating
expenses (other than brokerage commissions and extraordinary expenses),
effectively capping annual expenses at 1.00%.
However, before management of SJTrust had suggested the possibility of
reorganizing SJTrust to its Board of Trustees, the Board had adopted a
shareholder service plan for the Funds similar to the plan adopted for the New
Funds, and had approved an increase in the expense cap of the Funds to 1.45%
(subject to approval of the shareholders of the Funds). Thus, if for any reason
the reorganization is not approved by the shareholders of the Funds, the Board
intends to hold another special meeting of shareholders to approve an amendment
to the Funds' current Investment Advisory Agreement to increase the expense cap
for the Funds to 1.45%.
-4-
<PAGE>
The following table compares the annual operating expenses of each Fund
with the corresponding New Fund.
<TABLE>
<CAPTION>
Annual Fund Market Leaders Pure Play Community
Operating Expenses Growth Fund Internet Fund Intelligence Fund
(expenses deducted ---------------- ----------------- ----------------
from Fund assets) Existing New Existing New Existing New
----------------- -------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Management Fee 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution (12b-1) Fee None None None None None None
Other Expenses 0.00% 25.97% 0.00% 16.79% 0.00% 5.98%
Total Annual Operating Expenses 1.00% 26.97% 1.00% 17.79% 1.00% 6.98%
Fee Waivers and Expense
Reimbursements None -25.52% None -16.34% None -5.53%%
Net Expenses 1.00% 1.45% 1.00% 1.45% 1.00% 1.45%
</TABLE>
The following example compares the cost of investing in the New Funds with
the cost of investing in the existing Funds. The example assumes that:
* you invest $10,000 the time periods indicated;
* your investment has a 5% return each year;
* Fund operating expenses remain the same; and
* you redeem your shares at the end of the relevant period.
-5-
<PAGE>
ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE
ASSUMPTIONS YOUR COSTS WOULD BE AS
FOLLOWS: 1 YEAR 3 YEARS
------ -------
MARKET LEADERS GROWTH FUND
Existing $102 $318
New $147 $458
PURE PLAY INTERNET FUND
Existing $102 $318
New $147 $458
COMMUNITY INTELLIGENCE FUND
Existing $102 $318
New $147 $458
COMPARISON OF RISK FACTORS
The principal investment risks of each of the New Fund are identical to
those of the corresponding Funds. These are as follows:
RISK OF LOSS
The loss of money is a risk of investing in any of the Funds.
MARKET RISK
The net asset value of each Fund fluctuates based on changes in the value
of the securities in which the Fund invests. Market prices of these securities
may be adversely affected by an issuer's having experienced losses or by the
lack of earnings or the issuer's failure to meet the market's expectations with
respect to new products or services, or even by factors wholly unrelated to the
value or condition of the issuer. The U.S. stock market is generally susceptible
to volatile fluctuations in market price. Investments in equity securities
generally are affected by changes in the stock markets, which fluctuate
substantially over time, sometimes suddenly and sharply.
-6-
<PAGE>
INVESTMENT IN SMALL AND MID-SIZE COMPANIES
The Funds may invest in issuers with small or mid-sized capital structures
(generally a market capitalization of $5 billion or less). These companies may
have a relatively limited operating history and less capital resources than
larger companies. In addition, the market prices of the securities of such
companies tend to be more volatile than those of larger companies. Further,
these securities tend to trade at a lower volume than those of larger more
established companies. Accordingly, the net asset value of each Fund will be
more susceptible to significant losses if the value of these securities suddenly
declines.
INVESTMENT IN NEW AND UNSEASONED COMPANIES
The Funds may invest in companies that are relatively new and unseasoned
and in their early stages of development, which may not be well known to the
investing public or have significant institutional ownership. In addition, these
companies may be developing or marketing new products or services for which
markets are not yet established and may never become established. Finally, new
and unseasoned companies may have relatively small revenues and limited product
lines, markets, or financial resources; their securities are often traded
over-the-counter or on a regional exchange and may trade less frequently and in
more limited volume than those of larger, more mature companies. As a result,
the market prices of these securities may be more subject to volatile
fluctuations than those of more mature issuers. Such fluctuations could have an
adverse effect on the net asset value of each Fund and could result in the loss
of your investment.
SECTOR RISK
The value of the Pure Play Internet Fund's shares is susceptible to factors
affecting the Internet and WWW such as heightened regulatory scrutiny and
impending changes in government policies which may have a material effect on the
products and services of this sector, as well as other factors affecting capital
markets generally and the Internet sector of those markets. Furthermore,
securities of companies in this sector tend to be more volatile than securities
of companies in other sectors. Competitive pressures and changing demand may
have a significant effect on the financial condition of Internet companies.
These companies spend heavily on research and development and are especially
sensitive to the risk of product obsolescence. The occurrence of any of these
factors, individually or collectively, may adversely affect the value of the
Fund's shares and could result in the loss of your investment.
RELIANCE ON COMMUNITY INTELLIGENCE
The effectiveness of the Funds' investment strategies is directly
contingent upon widespread participation by visitors to the Community Site and
the Adviser's ability to select investments from the pool recommended by
visitors to the Community Site. There are no assurances that visitors to the
Community Site will participate or that the Adviser will be able to select
profitable investment opportunities from the pool recommended by visitors to the
Community Site.
-7-
<PAGE>
PROPOSED REORGANIZATION OF THE FUNDS
The Board of Trustees of SJTrust has approved a plan to reorganize the
Funds into the New Funds. The purpose of the reorganization is to lower the
expenses paid by the shareholders of the Funds. To proceed, we need the approval
of the shareholders of each Fund. The following pages outline the important
details of the reorganization in response to the following questions:
* Why do we want to reorganize the Funds?
* How will we accomplish the reorganization?
* What are some of the differences between the Funds and the New Funds?
* What aspects of the Funds will not change as a result of the
reorganization?
* How will the capitalization of the New Funds compare with that of the
existing Funds?
WHY DO WE WANT TO REORGANIZE THE FUNDS?
As Internet-based investment company portfolios, the Funds are pioneering
relatively new methods of mutual fund operation and distribution. The proposed
reorganization is part of the continuing evolution of the Funds' concept.
At their meeting on March 23, 2000, the Board of Trustees of SJTrust
determined that it would be in the best interest of the Funds' shareholders to
approve a shareholder service plan permitting the Funds to pay expenses of the
Adviser and others associated with servicing of Fund shareholders up to 0.25% of
the Funds' average annual net assets, and an increase in the annual expense cap
of the Funds from 1.00% to 1.45% of average annual net assets (subject to
approval by the shareholders of the Funds).
The Funds are currently distributed only through the website maintained by
the Adviser's parent, Stockjungle.com, Inc. As of [__________], 2000, the total
assets of the Funds were $[___] million. The annual expenses of the Funds are
currently capped by the Adviser at 1.00% of the Funds' average daily net assets
(as a result of the Adviser's "unitary fee" structure, in which the Adviser is
paid a single fee from which it pays all normal Fund expenses), and the
resulting expense subsidies to the Funds are provided by the Adviser and its
parent company (which has other sources of income from its operation of the
Stockjungle.com web site). However, at the current asset level of the Funds,
these subsidies would amount to more than $__ million per year. The Adviser and
the Board of Trustees believe that, to remain viable in the long run, the Funds
will have to substantially increase their assets, so that any expense subsidies
will be lower or can be eliminated. The Board of Trustees and management of the
Funds believe that obtaining exposure to shareholders from other unaffiliated
sources of distribution will assist in increasing the Funds' assets, and that
adoption of a shareholder service plan will enable the Funds to do so.
-8-
<PAGE>
At the March 23 Board meeting, management also recommended and the Board
approved an amendment to the current Investment Advisory Agreement of the Funds
to depart from the current "unitary fee" structure, and to increase the annual
expense cap of the Funds from 1.00% to 1.45% of average annual net assets. Of
this amount, 0.25% is attributable to the addition of the plan of distribution.
The additional increase of 0.20% of average annual net assets was recommended to
help ameliorate the impact on the Adviser and its parent of the current expense
cap, and to ensure that they can continue to maintain and improve the technology
platform on which Fund operations are based in order to provide Fund
shareholders with the proper level of service and support. In addition,
management believes that the existing "unitary fee"structure has proved to be
confusing to prospective investors, and that a more traditional expense
methodology will be easier for most shareholders to understand and compare with
other mutual funds. As is the current case, the Adviser will not be reimbursed
in the future for any remaining expense subsidies to the Funds. Your vote in
favor of the reorganization will also in effect be a vote in favor of this
amendment.
At their meeting of June 1, 2000, the Board of Trustees of SJTrust approved
the retention of ICA to provide administration services to the Funds, of First
Fund Distributors, Inc. (an affiliate of ICA) to provide distribution services
to SJTrust, and of Unified Fund Services, Inc. ("Unified") to provide fund
accounting and transfer agency services to SJTrust, in place of Countrywide Fund
Services, Inc., which was then providing such services. ICA and its affiliate
began providing such services to SJTrust on June 15, 2000, and Unified will
begin doing so on October 1, 2000.
As discussions on the implementation of the transition to ICA continued,
management concluded that the Funds could obtain the services of ICA and its
affiliate at the same cost through reorganization of the Funds into portfolios
of TIM (which is sponsored by ICA), and that such a reorganization could in the
long run assist in reducing the expenses of the Funds (such as securities
registration fees, legal fees, insurance costs and trustee fees) as a result of
the economies of scale which may result when Fund assets were aggregated with
the assets of other TIM portfolios and spread over a larger asset base.
Accordingly, after further consideration of these matters, management of SJTrust
recommended and the Board of Trustees of SJTrust approved the proposed
reorganization at their meeting of July 18, 2000. In that connection, the Board
specifically determined, as required by the 1940 Act, that the proposed
reorganization is in the best interests of the shareholders of each of the
Funds, and that the interests of the shareholders will not be diluted as a
result of the reorganization.
HOW WILL WE ACCOMPLISH THE REORGANIZATION?
The Board of Trustees has approved a reorganization agreement between
SJTrust (on behalf of the Funds) and TIM (on behalf of the New Funds). This
agreement spells out the terms and conditions of the reorganization of the
Funds.
If the shareholders of each Fund approve the reorganization, the
reorganization essentially will involve the following steps, which will occur
more or less simultaneously:
-9-
<PAGE>
* First, each Fund will transfer all of its assets and liabilities to
the corresponding New Fund. (In other words, the Growth Fund will
transfer its assets and liabilities to the New Growth Fund; the
Internet Fund will transfer its assets and liabilities to the New
Internet Fund; and the Community Fund will transfer its assets and
liabilities to the New Community Fund.)
* Second, in exchange for the assets transferred to the New Funds, each
Fund will receive shares of the corresponding New Fund having a total
value equal to the value of the assets the Fund transferred to the New
Fund (net of any liabilities).
* Third, each Fund will distribute the New Fund shares it receives to
its shareholders and dissolve.
* Fourth, each New Fund will open an account for each shareholder of the
corresponding dissolving Fund, and will credit the shareholder with
shares of the New Fund having the same total value as the Fund shares
that he or she owned on the date of the reorganization. Share
certificates will not be issued.
The Adviser will pay the expenses of the reorganization.
If the reorganization is approved by the Funds' shareholders, it will take
place as soon as feasible. Fund management believes this should be accomplished
by [__________], 2000. However, at any time before the reorganization the Board
of Trustees may decide that it is not in the best interest of the Funds or their
respective shareholders to go forward.
WHAT ARE SOME OF THE DIFFERENCES BETWEEN THE FUNDS AND THE NEW FUNDS?
GOVERNING DOCUMENTS AND LAW.
The New Funds were established pursuant to an Agreement and Declaration of
Trust (the "TIM Declaration of Trust") under Delaware law. The New Funds'
operations are governed by the TIM Declaration of Trust and Delaware law
applicable to business trusts in Delaware.
The Funds were established pursuant to an Agreement and Declaration of
Trust (the "Sjtrust Declaration of Trust") under Massachusetts law. The Funds'
operations are governed by the SJTrust Declaration of Trust and by Chapter 182
of the General Laws of the Commonwealth of Massachusetts, which governs business
trusts in Massachusetts.
The two forms of organization are very similar. The operations of the New
Funds, like those of the Funds, are subject to the provisions of the 1940 Act,
and to the rules and regulations of the Commission thereunder.
-10-
<PAGE>
STATE LAWS.
SJTrust is organized as a Massachusetts business trust. Massachusetts law
does not expressly provide that claims of third parties against shareholders,
trustees, officers, employees, and agents of SJTrust for any act, omission, or
obligation of SJTrust are limited to the assets of SJTrust. Because
Massachusetts business trust law is silent on this issue, some commentators
believe that under Massachusetts law shareholders of Massachusetts trusts such
as SJTrust could, under certain circumstances, be held personally liable for
trust obligations.
TIM is organized as a Delaware business trust. Under Delaware law, the
shareholders, trustees, officers, employees, and agents of TIM are not liable to
third persons for any act, omission, or obligation of TIM unless otherwise
provided in the certificate of trust. The TIM certificate of trust does not
contain any such provisions, and under Delaware law the shareholders of the New
Funds are therefore not liable to third parties for obligations of the New
Funds.
This is only a brief summary of certain similarities between the SJTrust
Declaration of Trust and Massachusetts law, and the TIM Declaration of Trust and
Delaware law. It is not a complete list of similarities or differences.
Shareholders should refer to the provisions of the SJTrust Declaration of Trust,
Massachusetts law, the TIM Declaration of Trust, and Delaware law for a more
thorough comparison. Copies of the TIM Declaration of Trust and By-Laws are
available to shareholders without charge upon written request to TIM at 2020
East Financial Way, Suite 100, Glendora, California 91741.
THE NEW FUNDS WILL HAVE A SHAREHOLDER SERVICE PLAN.
The New Funds have adopted a shareholder service plan. This plan allows
each New Fund to pay fees for services provided by the Adviser and others to its
shareholders. The plan provides for the payment of a service fee at the annual
rate of up to 0.25% of each New Fund's average daily net assets. The Board of
Trustees has approved a similar plan for the Funds which is not yet in effect.
EXPENSES OF THE NEW FUNDS WILL BE GREATER THAN THOSE OF THE FUNDS.
The Investment Advisory Agreement between the Adviser and the New Funds
provides that the Adviser will be paid a fee equal to 1.00% of the average daily
net assets of each of the New Funds -- the same as the existing Investment
Advisory Agreement for the Funds. There is, however, a difference between the
two Agreements with respect to overall operating expenses.
The existing Investment Advisory Agreement provides for a "unitary"
advisory fee - i.e., that the Adviser will pay all of the Funds' normal
operating expenses, other than brokerage commissions and extraordinary or
non-recurring expenses. The new Investment Advisory Agreement, on the other
hand, provides that the New Funds are responsible for the payment of normal
operating expenses, but that the Adviser will pay all such expenses in excess of
1.45% of the average daily net assets of the Fund, other than brokerage
commissions and extraordinary or non-recurring expenses.
-11-
<PAGE>
TRUSTEES AND OFFICERS WILL BE DIFFERENT.
Subject to the provisions of the TIM Declaration of Trust, the business of
TIM is managed by its trustees. Like the trustees of SJTrust, the trustees of
TIM serve indefinite terms and have all powers necessary or convenient to carry
out that responsibility. The responsibilities, powers, and fiduciary duties of
the TIM trustees are substantially the same as those of the trustees of SJTrust
under the SJTrust Declaration of Trust. The trustees and officers of TIM are
identified and their backgrounds are described in the TIM Statement of
Additional Information filed with the Commission.
SHAREHOLDERS OF THE NEW FUNDS WILL VOTE BY SHARES RATHER THAN DOLLARS.
The SJTrust Declaration of Trust provides that each Fund shareholder is
entitled to one vote for each dollar of net asset value of his or her shares of
the Fund. The TIM Declaration of Trust provides that each New Fund shareholder
is entitled to one vote for each of his or her shares of the New Fund, without
regard to the net asset value of such shares.
WHAT ASPECTS OF THE FUNDS WILL NOT CHANGE AS A RESULT OF THE REORGANIZATION?
After the reorganization, you will own shares of the New Fund that
corresponds to the Fund in which you presently hold shares.
THE INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS OF THE NEW FUNDS ARE
IDENTICAL TO THOSE OF THE CORRESPONDING FUNDS.
You should review the current prospectus for the Funds (dated June 7, 2000,
as supplemented on June 16 and June 21, 2000) and the "Investment Strategies"
and "Main Risks" sections of the Prospectus of the New Funds for additional
information.
THE INVESTMENT ADVISER AND SERVICE PROVIDERS WILL STAY THE SAME.
StockJungle.com Investment Advisors, Inc. is the investment adviser to the
Funds and will continue to manage the New Funds after the reorganization. The
Funds are co-managed by Gordon Gustafson and Akber Zaidi, who will continue to
have those responsibilities for the New Funds.
Investment Company Administration L.L.C. is the administrator of the Funds,
First Funds Distributors, Inc. is the distributor for the Funds, and Arthur
Andersen LLP is the Funds' independent public accountant. They will serve in the
same capacity for the New Funds after the reorganization. United Fund Services,
Inc. will become the fund accounting agent and transfer agent for the Funds on
October 1, 2000 (replacing Integrated Fund Services, Inc., which currently
provides these services and will serve in the same capacity for the New Funds
after the reorganization).
See the "Management" section of the Prospectus for further information.
-12-
<PAGE>
THE TOTAL VALUE OF YOUR SHARES WILL NOT BE AFFECTED BY THE REORGANIZATION.
On the day of the reorganization, you will receive New Fund shares having
the same total value as your shares of the corresponding Fund. The number of New
Fund shares you receive, and the per share price of such shares, also will be
the same as your shares of the corresponding Fund.
THE REORGANIZATION WILL HAVE NO MATERIAL FEDERAL INCOME TAX CONSEQUENCES.
We expect the reorganization will have no material federal income tax
consequences to you, to the Funds or to the New Funds. We will not proceed with
the reorganization unless this point is confirmed by an opinion of counsel.
Following the reorganization, the adjusted federal tax basis of your New Fund
shares will be the same as the basis of your Fund shares before the
reorganization. We do not expect Fund shareholders to incur any personal state
or local taxes as a result of the reorganization, but you should consult your
own tax adviser to make sure.
YOU WILL CONTINUE TO RECEIVE DIVIDENDS ANNUALLY.
The Funds currently declare and pay dividends annually, and the New Funds
will do the same. As was the case for the Funds, all dividends, if any, paid by
the New Funds will be reinvested in shares of the New Funds unless you request
otherwise in writing. If you have such a request on file for a Fund, it will be
applied to your New Fund shares.
SHARE PURCHASE AND REDEMPTION PROCEDURES WILL NOT BE AFFECTED.
The New Funds will have substantially the same purchase and redemption
procedures as the Funds. As was the case for the Funds, the distributor for the
New Funds does not charge any fees or sales charges on reinvestments in shares
of the New Funds. See the "How to Purchase Shares" and "How to Redeem Shares"
sections of the Prospectus.
HOW WILL THE CAPITALIZATION OF THE NEW FUNDS COMPARE WITH THAT OF THE EXISTING
FUNDS?
The following table sets forth as of September 1, 2000: (i) the
capitalization of the Funds; (ii) the capitalization of the New Funds; and (iii)
the pro forma capitalization of the New Funds, as adjusted to give effect to the
reorganizations. If the reorganizations are consummated, the capitalization of
the New Funds is likely to be different at the closing date as a result of daily
share purchase and redemption activity in the Funds after September 1, 2000.
-13-
<PAGE>
Stockjungle.com
Market Leaders Growth Fund
---------------------------------------
Pro Forma
Existing New Combined
-------- ---- ---------
Total Net Assets $ 0
Shares Outstanding 0
Net Asset Value Per Share 0
Stockjungle.com
Pure Play Internet Fund
---------------------------------------
Pro Forma
Existing New Combined
-------- ---- ---------
Total Net Assets $ 0
Shares Outstanding 0
Net Asset Value Per Share 0
Stockjungle.com
Community Intelligence Fund
---------------------------------------
Pro Forma
Existing New Combined
-------- ---- ---------
Total Net Assets $ 0
Shares Outstanding 0
Net Asset Value Per Share 0
VOTING AND MEETING PROCEDURES
You can vote by mail, phone, fax, internet, or in person at the Meeting.
* To vote by mail, sign and send us the enclosed Proxy voting card in
the envelope provided.
* To vote by fax, sign the enclosed Proxy card and fax both sides of it
to 1-800-______.
* To vote by phone, call us at 1-800-________.
* To vote by internet, go to www.__________.
If you vote electronically by phone or internet, SJ Trust or its agent will
use reasonable procedures (such as requiring an identification number) to verify
the authenticity of the vote cast. Each shareholder who casts an electronic vote
will also be able to validate that his or her vote was received correctly.
-14-
<PAGE>
If you vote by Proxy, you can revoke your Proxy by notifying the Secretary
of SJ Trust in writing, or by returning a Proxy with a later date. You can also
revoke a Proxy by voting in person at the Meeting. Even if you plan to attend
the Meeting and vote in person, please return the enclosed Proxy card to vote
electronically. This will help us ensure that an adequate number of shares are
present at the Meeting.
In addition to the solicitation of proxies by electronic means, officers
and employees of SJTrust, without additional compensation, may solicit proxies
in person or by telephone. The costs associated with that solicitation and the
Meeting will be paid by the Adviser and not by SJTrust or any Fund. The Adviser,
and not SJTrust or any Fund, will pay any costs associated with any adjournments
(discussed below) and further solicitation.
The SJ Declaration of Trust provides that a quorum of the shareholders of a
Fund is 30% of the outstanding shares of the Fund entitled to vote. If
sufficient votes are not received by the date of the Meeting, a person named as
proxy may propose one or more adjournments of the Meeting for a period or
periods not more than 120 days in the aggregate to permit further solicitation
of proxies. All proxies voted, including abstentions, will be counted toward
establishing a quorum. The persons named as proxies will vote all proxies in
favor of adjournment that voted in favor of the reorganization (or abstained)
and vote against adjournment all proxies that voted against the reorganization.
The Funds will be reorganized only if approved by a majority of the
outstanding shares of each of the Funds. For this purpose, a "majority" of the
outstanding shares of a Fund means the lesser of (i) more than 50% of the shares
of the Fund entitled to vote at the Meeting, and (ii) 67% or more of the shares
of the Fund present at the Meeting in person or by proxy, if the holders of more
than 50% of the shares entitled to vote at the Meeting are present or
represented by proxy. Abstentions do not constitute a vote "for" the
reorganization and effectively result in a vote "against" the reorganization.
Shareholders of each Fund at the close of business on [__________], 2000
will be entitled to be present and vote at the Meeting. Shareholders of each
Fund will vote only with other shareholders of that Fund, separately from
shareholders of any other Fund. As of that date, each of the Funds had
outstanding and entitled to vote the following numbers of shares and total net
assets:
NAME OF FUND SHARES OUTSTANDING TOTAL NET ASSETS
------------ ------------------ ----------------
Market Leaders Growth Fund [_____] $[_____]
Pure Play Internet Fund [_____] $[_____]
Community Intelligence Fund [_____] $[_____]
-15-
<PAGE>
The following tables show, to the knowledge of SJTrust's management, the
percentage of the aggregate shares of each Fund owned at the close of business
on [__________], 2000 by the officers and Trustees of SJTrust and the Adviser
and by other persons owning beneficially more than 5% of the outstanding shares
of each Fund:
MARKET LEADERS GROWTH FUND
NUMBER OF TOTAL NET PERCENT OF
NAME AND ADDRESS SHARES ASSETS THE FUND
---------------- ------ ------ --------
[Name] ([Title])
[Address] [_____] [_____] [___]%
All officers and Trustees of SJTrust
and the Adviser (including the above)
in the aggregate [_____] [_____] [___]%
PURE PLAY INTERNET FUND
NUMBER OF TOTAL NET PERCENT OF
NAME AND ADDRESS SHARES ASSETS THE FUND
---------------- ------ ------ --------
[Name] ([Title])
[Address] [_____] [_____] [___]%
All officers and Trustees of the Trust
and the Adviser (including the above),
in the aggregate [_____] [_____] [___]%
COMMUNITY INTELLIGENCE FUND
NUMBER OF TOTAL NET PERCENT OF
NAME AND ADDRESS SHARES ASSETS THE FUND
---------------- ------ ------ --------
[Name] ([Title])
[Address] [_____] [_____] [___]%
All officers and Trustees of the Trust
and the Adviser (including the above),
in the aggregate [_____] [_____] [___]%
-16-
<PAGE>
GENERAL INFORMATION
The persons named in the accompanying Proxy will vote in each case as
directed in the Proxy, but in the absence of any direction, they intend to vote
FOR the reorganization and may vote in their discretion with respect to other
matters that may be presented to the Meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
SJTrust's management does not know of any matters to be presented at the
Meeting other than those described in this Proxy Statement. If other business
should properly come before the Meeting, the Proxy holders will vote on them in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. Neither SJTrust nor TIM
is required, nor does it intend, to hold regular annual meetings of its
shareholders. If such a meeting is called, any shareholder who wishes to submit
a proposal for consideration at the meeting should submit the proposal promptly
to the SJTrust or TIM, as the case may be. Any proposal to be considered for
submission to shareholders must comply with applicable federal and state laws.
NAMES AND ADDRESSES
The Funds' investment adviser is StockJungle.com Investment Advisors, Inc.,
located at 5750 Wilshire Boulevard, Suite 560, Los Angeles, California 90036.
The Funds' administrator is Investment Company Administration, L.L.C., located
at 2020 East Financial Way, Suite 100, Glendora, California 91741. The Funds'
transfer agent and accountant is currently Countrywide Fund Services, Inc.,
located at 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202; after October
1, 2000, it will be Unified Fund Services, Inc., located at 431 North
Pennsylvania Street, Indianapolis, Indiana 46204. The Funds' distributor is
First Fund Distributors, Inc., an affiliate of ICA, located at the same address
as ICA indicated above. The Funds' custodian is Fifth Third Bank, located at 38
Fountain Square Plaza, Cincinnati, Ohio 45263.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY TO ASSURE A QUORUM AT
THE MEETING.
MICHAEL WITZ, PRESIDENT
Los Angeles, California
[__________], 2000
-17-
<PAGE>
FORM N-14
-----------------------------------------------
PART B
-----------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
STOCKJUNGLE.COM MARKET LEADERS GROWTH FUND
STOCKJUNGLE.COM PURE PLAY INTERNET FUND
STOCKJUNGLE.COM COMMUNITY INTELLIGENCE FUND
2020 East Financial Way - Suite 100
Glendora, California 91741
Telephone: (626) 852-1033
This Statement of Additional Information relates specifically to the
proposed reorganization of the StockJungle.com Market Leaders Growth Fund,
StockJungle.com Pure Play Internet Fund, and StockJungle.com Community
Intelligence Fund, which are series of StockJungle.com Trust. It consists of
this cover page and the Statement of Additional Information of Trust for
Investment Managers filed with the Securities and Exchange Commission as part of
Registrant's Form N-1A Registration Statement on [____________].
This Statement of Additional Information is not a prospectus. A Combined
Proxy Statement and Prospectus dated [________], 2000 relating to the proposed
reorganization may be obtained from Trust for Investment Managers at the
telephone number and address above. This Statement of Additional Information
relates to, and should be read in conjunction with, that Combined Proxy
Statement and Prospectus.
The date of this Statement of Additional Information is [________], 2000.
-1-
<PAGE>
FORM N-14
-----------------------------------------------
PART C
-----------------------------------------------
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
Article VI of Registrant's By-Laws states as follows:
SECTION 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.
SECTION 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed:
(a) in the case of conduct in his official capacity as a Trustee of the
Trust, that his conduct was in the Trust's best interests, and
(b) in all other cases, that his conduct was at least not opposed to the
Trust's best interests, and
(c) in the case of a criminal proceeding, that he had no reasonable cause
to believe the conduct of that person was unlawful.
The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of this
Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.
SECTION 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of this Trust to procure a judgment in
C-1
<PAGE>
its favor by reason of the fact that that person is or was an agent of this
Trust, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
Trust and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.
SECTION 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to
the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any claim, issue, or matter as to which that person shall
have been adjudged to be liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the person's official capacity; or
(b) In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable in the performance of that person's duty to this
Trust, unless and only to the extent that the court in which that action was
brought shall determine upon application that in view of all the circumstances
of the case, that person was not liable by reason of the disabling conduct set
forth in the preceding paragraph and is fairly and reasonably entitled to
indemnity for the expenses which the court shall determine; or
(c) of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or of expenses incurred in
defending a threatened or pending action which is settled or otherwise disposed
of without court approval, unless the required approval set forth in Section 6
of this Article is obtained.
SECTION 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of any claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that based upon a review of the facts, the agent was not liable by reason of the
disabling conduct referred to in Section 4 of this Article.
SECTION 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:
C-2
<PAGE>
(a) A majority vote of a quorum consisting of Trustees who are not parties
to the proceeding and are not interested persons of the Trust (as defined in the
Investment Company Act of 1940); or
(b) A written opinion by an independent legal counsel.
SECTION 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i) security for the undertaking; or (ii) the
existence of insurance protecting the Trust against losses arising by reason of
any lawful advances; or (iii) a determination by a majority of a quorum of
Trustees who are not parties to the proceeding and are not interested persons of
the Trust, or by an independent legal counsel in a written opinion, based on a
review of readily available facts that there is reason to believe that the agent
ultimately will be found entitled to indemnification. Determinations and
authorizations of payments under this Section must be made in the manner
specified in Section 6 of this Article for determining that the indemnification
is permissible.
SECTION 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.
SECTION 9. LIMITATIONS. No indemnification or advance shall be made under
this Article, except as provided in Sections 5 or 6 in any circumstances where
it appears:
(a) that it would be inconsistent with a provision of the Agreement and
Declaration of Trust of the Trust, a resolution of the shareholders, or an
agreement in effect at the time of accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other amounts
were paid which prohibits or otherwise limits indemnification; or
(b) that it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
SECTION 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.
SECTION 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
C-3
<PAGE>
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 16. EXHIBITS.
(1) Agreement and Declaration of Trust.(a)
(2) By-Laws.(a)
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization.
(5) Specimen Share Certificate.(b)
(6) Form of Investment Advisory Agreement.(c)
(7) Form of Distribution Agreement.(d)
(8) Not applicable.
(9) Form of Custody Agreement.(c)
(10) Not applicable.
(11) Opinion and consent of Paul, Hastings, Janofsky & Walker LLP as
to the legality of the securities being registered.(c)
(12) Form of opinion and consent of Paul, Hastings, Janofsky & Walker
LLP regarding tax matters and consequences.
(13.1) Form of Administration Agreement.(b)
C-4
<PAGE>
(13.2) Form of Transfer Agent and Fund Accounting Agreement.(c)
(13.3) License Agreement with StockJungle.com, Inc.(c)
(13.4) Shareholder Services Plan.(c)
(14) Consent of Arthur Andersen LLP, independent auditors.
(15) None.
(16) None.
(17.1) Form of proxy card.
(17.2) Prospectus.(c)
(17.3) Statement of Additional Information.(c)
----------
(a) Filed as an exhibit to Registrant's Registration Statement on Form N-1A
filed via EDGAR on June 18, 1999 and incorporated herein by reference.
(b) Filed as an exhibit to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed via EDGAR on September 17, 1999
and incorporated herein by reference.
(c) Filed as an exhibit to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A filed via EDGAR on August 4, 2000 and
incorporated herein by reference.
(d) Filed as an exhibit to Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A filed via EDGAR on February 18, 2000
and incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public offering of
the securities registered through the use of a prospectus which is part of this
registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant undertakes to file a final copy of tax
opinion and consent of counsel, the form of which is filed herewith as Exhibit
12, upon delivery thereof to Registrant.
C-5
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this registration statement has
been signed on behalf of Registrant in the City of Phoenix, State of Arizona, on
the 9th day of August, 2000.
TRUST FOR INVESTMENT MANAGERS
By: /s/ ROBERT H. WADSWORTH
------------------------------------
Robert H. Wadsworth
President
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ ROBERT H. WADSWORTH Trustee August 9, 2000
--------------------------
Robert H. Wadsworth
/s/ ROBERT M. SLOTKY Principal August 9, 2000
-------------------------- Financial Officer
Robert M. Slotky
/s/ GEORGE J. REBHAN Trustee August 9, 2000
--------------------------
George J. Rebhan
/s/ ASHLEY T. RABUN Trustee August 9, 2000
--------------------------
Ashley T. Rabun
/s/ JAMES CLAYBURN LAFORCE Trustee August 9, 2000
--------------------------
James Clayburn Laforce
<PAGE>
EXHIBIT INDEX
TRUST FOR INVESTMENT MANAGERS
Form N-14 Registration Statement
(4) Form of Agreement and Plan of Reorganization
(12) Form of opinion and consent of counsel as to tax matters and
consequences
(14) Consent of Arthur Andersen LLP, independent auditors
(17.1) Form of proxy card
(17.2) Prospectus
(17.3) Statement of Additional Information
