File Nos. 33-3165
811-04579
As filed with the Securities and Exchange Commission on August 7,
1995
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. 30
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 31
_________________
BLANCHARD FUNDS
(Exact Name of Registrant as Specified in Charter)
41 Madison Avenue, 24th Floor
New York, N.Y. 10010
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 779-
7979
Michael I. Freedman
President
Blanchard Funds
41 Madison Avenue, 24th Floor
New York, N.Y. 10010
(Name and Address of Agent for Service)
Copy to:
Carl Frischling, Esq. and
Susan Penry-Williams, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, N.Y. 10022
It is proposed that this filing will become effective:
_ Immediately upon filing _ on August 7, 1995
pursuant
pursuant to paragraph (b) to paragraph (b)
X 60 days after filing pursuant _ on (date) pursuant to
to paragraph (a)(1) paragraph (a)(1)
_ 75 days after filing pursuant _ on (date) pursuant to
to paragraph (a)(2) of paragraph (a)(2) rule
485.
Indefinite number of Shares registered under Rule 24f-2
by filing of initial registration statement, effective May
29, 1986. Pursuant to paragraph (b)(1) of Rule 24f-2,
Registrant filed on June 27, 1995, a Rule 24f-2 Notice for
the fiscal year ended April 30, 1995.
BLANCHARD FUNDS
Registration Statement on Form N-1A
CROSS REFERENCE SHEET
Form N-1A
Item Number
Part A Prospectus Caption
1. Cover Page
2. Highlights; Fee Table
3. *
4. Investment Objectives and Policies;
Additional Information about the Funds and
Portfolios; Additional Information on
Investment Policies and Techniques
5. (a-c) Management of the Funds; Portfolio Advisory
Services
(d) *
(e) Transfer Agent and Dividend Disbursing Agent
(f) Management of the Funds
(g) See Statement of Additional Information
5.A. Performance of the Portfolio Adviser;
Performance Computation Information
6.(a) Additional Information about the Funds and
the Portfolios; Other Information
(b-d) *
(e) Cover Page; Shareholder Inquiries
(f)(g) Tax Matters
7.(a)(b) How to Invest
(c) Investor Services
(d) How to Invest
(e) *
(f) Distribution of Shares of the Funds
8. How to Redeem
9. *
BLANCHARD FUNDS
Registration Statement on Form N-1A
CROSS REFERENCE SHEET
Part B Statement of Additional Information Caption
10. Cover Page
11. Table of Contents
12. *
13.(a-c) Investment Objective, Policies and
Restrictions
(d) Portfolio Transactions
14. The Management of the Fund
15. *
16.(a)(b) Investment Advisory Services
(c) *
(d) *
(e) Investment Advisory Services
(f) *
(g) *
(h) Cover Page; See Prospectus
(i) *
17.(a) Portfolio Transactions
(b) Portfolio Transactions
(c) Portfolio Transactions
(d) *
(e) *
18. See Prospectus
19.(a) See Prospectus
(b) Computation of Net Asset Value
(c) *
20. Tax Matters
21. *
22. Performance Information
23. *
Incorporate by reference pursuant to Rule 411
under the Securities Act of 1933, Parts A and
B of Post-Effective Amendment No. 29, filed
August 7, 1995, in their entirety.
Part C Information required to be included in Part C
is set forth under the appropriate Item, so
numbered, in part C to this Registration
Statement.
* Not Applicable
BLANCHARD GROUP OF FUNDS
BLANCHARD GROWTH & INCOME FUND
Supplement to Prospectus dated August 7, 1995
Please insert the following sub-section entitled "Special
Offering" immediately following the sub-section entitled
"General Information" on page 15:
"Special Offering
During the period beginning January 1, 1996 and
ending not later than June 30, 1996, the Growth &
Income Portfolio will offer to pay $100 to each
person who becomes a first time shareholder of the
Growth & Income Portfolio and maintains at least a
$3,000 balance ($2,000 for IRAs) in his account
for at least 90 days. (A shareholder will not be
disqualified if his balance falls below the
required minimum due to changes in the Growth &
Income Portfolio's net asset value.) The payment
will be made by the deposit of $100 into the
shareholder's brokerage account with Signet
Financial Services, Inc. ("SFSI") and will be made
at the end of the 90-day holding period.
The offer is subject to the following conditions:
(i) it is limited to one payment per household ,
and to one payment in the case of a joint account;
(ii) employees of SFSI will not be eligible to
participate in the offer; and (iii) the offer may
be terminated at any time by SFSI without prior
notice.
For tax purposes the $100 payment will constitute
ordinary income."
____ 1995
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of Federated
Investors
Federated Investors Tower
Pittsburgh, PA 15222-3779
Cusip 093265304
G01335-15 (_/95)
PART C. OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
(a) Financial statements.
In Part A: Financial Highlights.
In Part B: Audited Financial
Statements for the fiscal
year ended April 30, 1995.
In Part C: None.
(b) Exhibits
1. (a) Declaration of Trust
of Registrant.1
(b) Amendment of
Declaration of Trust.7
2. By-laws of Registrant.1
3. None.
4. Specimen certificate for
shares of beneficial
interest of Registrant.2
5. (a)(i) Management Agreement
between Registrant and
Sheffield Management
Company for Global
(formerly Strategic) Growth
Fund series.1
(a)(ii) Management Agreement
between Registrant and
Sheffield Management
Company for Blanchard 100%
Treasury (formerly
Government) Money Market
Fund series.4
(a)(iii) Revised Form of Management
Agreement between
Registrant and Sheffield
Management Company for
Short-Term Global Income
Fund series.7
(a)(iv) Form of Management
Agreement between
Registrant and Sheffield
Management Company for
American Equity (formerly
Worldwide Bond) Fund
series.9
(a)(v) Form of Management
Agreement between
Registrant and Sheffield
Management Company for
Flexible Income Fund
series.10
(a)(vi) Form of Management
Agreement between
Registrant and Sheffield
Management Company for
Short-Term Bond Fund
series.11
(a)(vii) Form of Management
Agreement between
Registrant and Sheffield
Management Company for
Flexible Tax-Free Bond Fund
series.12
(a)(viii) Form of Management
Agreement between
Registrant and Sheffield
Management Company for
Emerging Markets Fund
series.14
(a)(ix) Form of Management
Agreement between
Registrant and Sheffield
Management Company for
Growth & Income Fund
series.15
(a)(x) Form of Management
Agreement between
Registrant and Sheffield
Management Company for
Capital Growth Fund
series.15
(a)(xi) Form of Management Contract
between Registrant, on
behalf of each of the
series, and Virtus Capital
Management, Inc.+
(b)(i)(a) Forms of Sub-Advisory
Agreements between
Sheffield Management
Company and the following:
Calvelti Capital Management
Ltd., Shufro, Rose &
Ehrman, Investment
Advisors, Inc. and
Fiduciary International,
Inc. for Global (formerly
Strategic) Growth Fund
series.8
(b)(i)(b) Form of Global Asset
Allocation Agreement
between Sheffield
Management Company and
Fiduciary International,
Inc. for Global (formerly
Strategic) Growth Fund
series.8
(b)(ii) Sub-Advisory Agreement
between Sheffield
Management Company and
Marinvest Inc. for
Blanchard 100% Treasury
(formerly Government) Money
Market Fund series.4
(b)(iii) Revised Form of Sub-
Advisory Agreement between
Sheffield Management
Company and Lombard Odier
International Portfolio
Management Limited for
Short-Term Global Income
Fund series.7
(b)(iv) Form of Sub-Advisory
Agreement between Sheffield
Management Company and
Provident Investment
Counsel, Inc. for American
Equity (formerly Worldwide
Bond) Fund series.6
(b)(v) Form of Sub-Advisory
Agreement between Sheffield
Management Company and
OFFITBANK for Flexible
Income Fund series.10
(b)(vi) Form of Sub-Advisory
Agreement between Sheffield
Management Company and
OFFITBANK for Short-Term
Bond Fund series.11
(b)(vii) Form of Sub-Advisory
Agreement between Sheffield
Management Company and U.S.
Trust Company of New York
for Flexible Tax-Free Bond
Fund series.12
(b)(viii) Form of Sub-Advisory
Agreement between Sheffield
Management Company and
Martin Currie Inc. for
Emerging Markets Fund
series.14
(b)(ix) Forms of Sub-Advisory
Agreements between
Sheffield Management
Company and Fiduciary
International, Inc. and
Martin Currie Inc. for
Global Growth Fund
series.13
(b)(x)(a) The Registrant incorporates
the Forms of Sub-Advisory
Agreements for Global
(formerly Strategic) Growth
Fund, Worldwide Emerging
Markets Fund, Short-Term
Global Income Fund,
American Equity (formerly
Worldwide Bond) Fund,
Flexible Income Fund, Short-
Term Bond Fund, Flexible
Tax-Free Bond Fund, and
Global Growth Fund between
Virtus Capital Management,
Inc., and Rose & Ehrman,
Investment Advisors, Inc.
and Fiduciary
International, Inc.;
OFFITBANK; Lombard Odier
International Portfolio
Management Limited;
Provident Investment
Counsel, Inc.; OFFITBANK;
OFFITBANK; U.S. Trust
Company of New York; Martin
Currie Inc.; and Martin
Currie Inc. from Item
5(b)(x)(a)-xviii) of the
Blanchard Funds
Registration Statement
filed with the Commission
on August 7, 1995. (File
Number 33-3165 and 811-
4579).
(b)(x)(b) The Registrant incorporates
the Form of Global Asset
Allocation Agreement
between Virtus Capital
Management, Inc. and
Fiduciary International,
Inc. for Global (formerly
Strategic) Growth Fund from
Item 5(b)(x)(b) of the
Blanchard Funds
Registration Statement
filed with the Commission
on August 7, 1995. (File
Number 33-3165 and 811-
4579).
(b)(xi) The Registrant incorporates
the Form of Sub-Advisory
Agreement between Lombard
Odier International
Portfolio Management
Limited and WLO Global
Management for Short-Term
Global Income Fund from
Item 5(b)(xix) of the
Blanchard Funds
Registration Statement
filed with the Commission
on August 7, 1995. (File
Number 33-3165 and 811-
4579).
6. (a)(i) Distribution
Agreement between
Registrant, and Sheffield
Investments, Inc.3
(a)(ii) Form of Distribution
Agreement between
Registrant and Sheffield
Investments, Inc. for Short-
Term Global Income Fund
series.6
(a)(iii) Form of Distribution
Agreement between
Registrant and Sheffield
Investments, Inc. for
American Equity (formerly
Worldwide Bond) Fund
series.9
(a)(iv) Form of Distribution
Agreement between
Registrant and Sheffield
Investments, Inc. for
Flexible Income Fund
series.10
(a)(v) Form of Distribution
Agreement between
Registrant and Sheffield
Investments, Inc. for Short-
Term Bond Fund series.11
(a)(vi) Form of Distribution
Agreement between
Registrant and Sheffield
Investments, Inc. for
Flexible Tax-Free Bond Fund
series.12
(a)(vii) Form of Distribution
Agreement between
Registrant and Sheffield
Investments, Inc. for
Emerging Markets Fund
series.14
(a)(viii) Form of Distribution
Agreement between
Registrant and Sheffield
Investments, Inc. for
Growth & Income Fund
Series.15
(a)(ix) Form of Distribution
Agreement between
Registrant and Sheffield
Investments, Inc. for
Capital Growth Fund
Series.15
(a)(x) Conformed copy of
Distributor's Contract
between Registrant, on
behalf of each of the
series, and Federated
Securities Corp.+
7. None.
8. (a)(i) Custody, Transfer
Agency and Fund Accounting
and Pricing Services
Agreements between
Registrant and United
States Trust Company of New
York for Global (formerly
Strategic) Growth Fund
series and for Blanchard
100% Treasury (formerly
Government) Money Market
Fund series.6
(a)(ii) Forms of Custody, Transfer
Agency and Fund Accounting
and Pricing Services
Agreements between
Registrant and United
States Trust Company of New
York for Short-Term Global
Income Fund series.6
(a)(iii) Forms of Custody, Transfer
Agency and Fund Accounting
and Pricing Services
Agreements between
Registrant and United
States Trust Company of New
York for American Equity
(formerly Worldwide Bond)
Fund series.6
(a)(iv) Forms of Custody, Transfer
Agency and Fund Accounting
and Pricing Services
Agreements between
Registrant and United
States Trust Company of New
York for Flexible Income
Fund series.10
(a)(v) Forms of Custody, Transfer
Agency and Fund Accounting
and Pricing Services
Agreements between
Registrant and United
States Trust Company of
New York for Short-Term
Bond Fund series.11
(a)(vi) Forms of Custody, Transfer
Agency and Fund Accounting
and Pricing Services
Agreements between
Registrant and United
States Trust Company of
New York for Flexible Tax-
Free Bond Fund series.12
(a)(vii) Forms of Custody, Transfer
Agency and Fund Accounting
and Pricing Services
Agreements between
Registrant and United
States Trust Company of
New York for Emerging
Markets Fund series.14
(a)(viii) Forms of Transfer Agency
and Fund Accounting and
Pricing Services Agreements
for Growth & Income Fund.18
(a)(ix) Forms of Transfer Agency
and Fund Accounting and
Pricing Services Agreements
for Capital Growth Fund
Series.18
(a)(x) Form of Custodian Contract
between Registrant, on
behalf of each series and
Signet Trust Company.17
(b)(i) Sub-Custodian Agreements
between United States Trust
Company of New York and
Citibank, N.A., and The
Bank of Nova Scotia for
Global (formerly Strategic)
Growth Fund series.6
(b)(ii) Form of Sub-Custodian
Agreement between United
States Trust Company of New
York and Citibank, N.A. for
Short-Term Global Income
Fund series.6
(b)(iii) Form of Sub-Custodian
Agreement between United
States Trust Company of New
York and Citibank, N.A. for
American Equity (formerly
Worldwide Bond) Fund
series.6
(b)(iv) Form of Sub-Custodian
Agreement between United
States Trust Company of New
York and Citibank, N.A. for
Flexible Income Fund
series.10
(b)(v) Form of Sub-Custodian
Agreement between United
States Trust Company of New
York and Morgan Stanley
Trust Company for Short-
Term Bond Fund series.11
(b)(vi) Form of Sub-Custodian
Agreement between United
States Trust Company of New
York and Morgan Stanley
Trust Company for Emerging
Markets Fund series.14
(c) Form of Agreement for Fund
Accounting, Shareholder
Recordkeeping and Custody
Services Procurement
between Registrant, on
behalf of each series and
Federated Services
Company.17
9. Conformed copy of
Administrative Services
Agreement between
Registrant, on behalf of
each series, and Federated
Administrative Services.+
10. None.
11. Consent of Price Waterhouse
LLP.+
12. Not applicable.
13. Agreement re: initial
$100,000 capital.3
14. Copies of model tax-
sheltered retirement
plans.3
15. (a)(i) Rule 12b-1
Distribution and Marketing
Plan for Global (formerly
Strategic) Growth Fund
series.3
(a)(ii) Form of Rule 12b-1
Distribution and Marketing
Plan for Short-Term Global
Income Fund series.6
(a)(iii) Form of Rule 12b-1
Distribution and Marketing
Plan for American Equity
(formerly Worldwide Bond)
Fund series.9
(a)(iv) Form of Rule 12b-1
Distribution and Marketing
Plan for Flexible Income
Fund series.10
(a)(v) Form of Rule 12b- 1
Distribution and Marketing
Plan for Short-Term Bond
Fund series.11
(a)(vi) Form of Rule 12b- 1
Distribution and Marketing
Plan for Flexible Tax-Free
Bond Fund series.12
(a)(vii) Form of Rule 12b-1
Distribution and Marketing
Plan for Emerging Markets
Fund series.14
(a)(viii) Form of Rule 12b-1
Distribution and Marketing
Plan for Growth & Income
Fund series.15
(a)(ix) Form of Rule 12b-1
Distribution and Marketing
Plan for Capital Growth
Fund series.15
(a)(x) Conformed copy of
Distribution Plan.+
(a)(xi) Copy of 12b-1 Agreement.+
16. (a)(i) Schedule of
Performance Quotations for
Global (formerly Strategic)
Growth Fund series and for
Blanchard 100% Treasury
(formerly Government) Money
Market Fund series.5
(a)(ii) Schedule of Performance
Quotations for Short-Term
Global Income Fund series.6
(a)(iii) Schedule of Performance
Quotations for American
Equity (formerly
Worldwide Bond) Fund
series.9
(a)(iv) Schedule of Performance
Quotations for Flexible
Income Fund series.10
(a)(v) Schedule of Performance
Quotations for Short-Term
Bond Fund series.11
(a)(vi) Schedule of Performance
Quotations for Flexible Tax-
Free Bond Fund series.12
(a)(vii) Schedule of Performance
Quotations for Emerging
Markets Fund (formerly
Blanchard Asset Manager or
Blanchard Asset Allocation
Fund) series.12
17. (a)(viii) Forms of
computation of performance
quotations for Growth &
Income and Capital Growth
series.18
18. Copy of Financial Data
Schedules.+
19. Conformed Copy of Power
of Attorney.+
Footnotes
+ All Exhibits Have been filed electronically.
1 Previously filed on February 5, 1986 in the
Registrant's Registration Statement.
2 Previously filed on March 28, 1986 in Pre-Effective
Amendment No. I to the Registrant's Registration
Statement.
3 Previously filed on April 23, 1986 in Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement.
4 Previously filed on November 23, 1988 in Post-Effective
Amendment No. 4 to the Registrant's Registration
Statement.
5 Previously filed on July 3, 1990 in Post-Effective
Amendment No. 6 to the Registrant's Registration
Statement.
6 Previously filed on November 2, 1990 in Post-Effective
Amendment No. 7 to the Registrant's Registration
Statement.
7 Previously filed on December 21, 1990 in Post-Effective
Amendment No. 8 to the Registrant's Registration
Statement.
8 Previously filed on December 19, 1991 in Post-Effective
Amendment No. 11 to the Registrant's Registration
Statement.
9 Previously filed on June 8, 1992 in Post-Effective
Amendment No. 13 to the Registrant's Registration
Statement.
10 Previously filed on September 3, 1992 in Post-Effective
Amendment No. 15 to the Registrant's Registration
Statement.
11 Previously filed on February 5, 1993 in Post-Effective
Amendment No. 16 to the Registrant's Registration
Statement.
12 Previously filed on May 25, 1993 in Post-Effective
Amendment No. 17 to the Registrant's Registration
Statement.
13 Previously filed on September 30, 1993 in Post-
Effective Amendment No. 22 to the Registrant's
Registration Statement.
14 Previously filed on December 8, 1993 in Post-Effective
Amendment No. 23 to the Registrant's Registration
Statement.
15 Previously filed on July 7, 1994 in Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.
16 Previously filed on April 25, 1995 in Post-Effective
Amendment No. 27 to the Registrant's Registration
Statement.
17 To be filed by amendment.
18 Previously filed on August 7, 1995 in Post-Effective
Amendment No. 29 to the Registrant's Registration
Statement.
ITEM 25. Persons Controlled By or Under Common Control with
Registrant
See "The Manager and Management Agreement" in the
Prospectus and Statement of Additional
Information.
ITEM 26. Number of Holders or Securities
Number of Record Holders
Title of Class as of June 30, 1995
BGGF 7,821
BTMMF 9,258
BSTGIF 16,213
BAEF 1,127
BFIF 16,659
BSTBF 1,448
BFTFBF 1,062
BWEMF 1,581
ITEM 27. Indemnification
State the general effect of any contract,
arrangement or statute under which any director, officer,
underwriter or affiliated person of the Registrant is
insured or indemnified in any manner against any liability
which may be incurred in such capacity, other than insurance
provided by any director, officer, affiliated person or
underwriter for their own protection.
Under the terms of the Registrant's Declaration of
Trust, the Registrant may indemnify any person who was or is
a Trustee, officer or employee of the Registrant to the
maximum extent permitted by law; provided, however, that any
such indemnification (unless ordered by a court) shall be
made by the Registrant only as authorized in the specific
case upon a determination that indemnification of such
persons is proper in the circumstances. Such determination
shall be made (i) by the Trustees, by a majority vote of a
quorum which consists of Trustees who are neither in Section
2(a)(19) of the Investment Company Act of 1940, nor parties
to the proceeding, or (ii) if the required quorum is not
obtainable or, if a quorum of such Trustees so directs, by
independent legal counsel in a written opinion. No
indemnification will be provided by the Registrant to any
Trustee or officer of the Registrant for any liability to
the Registrant or shareholders to which he would otherwise
be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of duty.
Insofar as the conditional advancing of
indemnification monies for actions based upon the Investment
Company Act of 1940 may he concerned, such payments will be
made only on the following conditions: (i) the advances must
be limited to amounts used, or to be used, for the
preparation or presentation of a defense to the action,
including costs connected with the preparation of a
settlement; (ii) advances may be made only upon receipt of a
written promise by, or on behalf of, the recipient to repay
that amount of the advance which exceeds that amount to
which it is ultimately determined that he is entitled to
receive from the Registrant by reason of indemnification;
and (iii) (a) such promise must be secured by a surety bond,
other suitable insurance or an equivalent form of security
which assures that any repayments may be obtained by the
Registrant without delay or litigation, which bond,
insurance or other form of security must be provided by the
recipient of the advance, or (b) a majority of a quorum of
the Registrant's disinterested, non-party Trustees, or an
independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts,
that the recipient of the advance ultimately will be found
entitled to indemnification.
Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted to
trustees, 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 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by 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, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 28. Business and Other Connections or Investment
Adviser
Describe any other business, profession, vocation
or employment of a substantial nature in which each
investment adviser of the Registrant, and each director,
officer or partner of any such investment adviser, is or has
been, at any time during the past two fiscal years, engaged
for his own account or in the capacity of director, officer,
employee, partner, or trustee.
For a description of the other business of Virtus
Capital Management, Inc. see "Management of the Funds" in
Part A. The officers of Virtus Capital Management, Inc.
are:
Gary M. Allen President and Chief
Investment Officer,
Director VCM, since
March 1995; Senior
Vice President STC
(March 1994 to March
1995); Managing
Director of U.S.
Equities (November
1990 to March 1994)
and Director, Internal
Asset Management (June
1985 to November 1990)
of the Virginia
Retirement System.
E. Christian Goetz Senior Vice President
Director of Fixed
Income,
and Director VCM,
since March 1995;
Portfolio Manager STC
(November 1990 to
March 1995).
Tanya Orr Bird Vice President and
Director of Client
Services,
Director VCM, since
March 1995; Vice
President of Client
Services, STC (October
1994 to March 1995);
Consultant, William M.
Mercer Asset Planning
Inc., 1989 to October
1994.
Kevin M. Lewis Vice President and
Senior Equity Manager,
VCM,
Director since March
1995; Equity Manager,
STC, from 1987 to
March 1995.
ITEM 29. Principal Underwriters
(a) Federated Securities Corp., the
Distributor for shares of the Registrant,
also acts as principal underwriter for the
following open-end investment companies:
Alexander Hamilton Funds; American Leaders
Fund, Inc.; Annuity Management Series; Arrow
Funds; Automated Cash Management Trust;
Automated Government Money Trust; BayFunds;
the Biltmore Funds; The Biltmore Municipal
Funds; California Municipal Cash Trust; Cash
Trust Series, Inc.; Cash Trust Series II; DG
Investor Series; Edward D. Jones and Co.
Daily Passport Cash rust; Federated ARMs
Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government
Trust; Federated Growth Trust; Federated High
Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust;
Federated Intermediate Government; Trust;
Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate
Government Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S.
Government Bond Fund; First Priority Funds;
First Union Funds; Fixed Income Securities,
Inc.; Fortress Adjustable Rate U.S.
Government Bond Fund; First Priority Funds;
First Union Funds; Fixed Income Securities,
Inc. Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund,
Inc.; Fortress Utility Fund, Inc.; Fountain
Square Funds; Fund for U.S. Government
Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust;
Independence One Mutual Funds; Insight
Institutional Series, Inc.; Insurance
Management Series; Intermediate Municipal
Trust; International Series Inc.; Investment
Series Funds, Inc.; Investment Series Trust;
Liberty Equity Income Fund, Inc.; Liberty
High Income bond Fund, Inc.; Liberty
Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty
Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust; Marshall Funds, Inc.;
Money Market Management, Inc.; Money Market
Obligations Trust; Money market Trust; The
Monitor Funds; Municipal Securities Income
Trust; Newpoint Funds; New York Municipal
Cash Trust; 111 Corcoran Funds; Peachtree
Funds; The Planters Funds; RIMCO Monument
Funds; The Shawmut Funds; Short-Term
Municipal Trust; SouthTrust Vulcan Funds;
Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund,
Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Tower
Mutual Funds; Trademark Funds; Trust for
Financial Institutions; Trust for Government
Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds;
Vision Fiduciary Funds, Inc.; Vision Group of
Funds, Inc.; and World Investment Series,
Inc.
Federated Securities Corp. also
acts as principal underwriter for the
following closed-end investment company:
Liberty Term Trust, Inc. - 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Richard B. Fisher Director, Chairman, Chief Vice
President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice President,
Treasurer
Federated Investors Tower President, and Treasurer, and Trustee
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice Vice
President
Federated Investors Tower President, and Assistant and Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael D. Fitzgerald Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jamie M. Teschner Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) not applicable
ITEM 30. Location of Accounts and Records
The accounts and records required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and
Rules
31a-1 through 31a-3 promulgated thereunder are maintained at
one of the following locations:
The Virtus Funds Federated Investors Tower
Pittsburgh, PA
Federated Services Company Federated Investors Tower
(Transfer Agent,Dividend Pittsburgh, PA
Disbursing Agent and
Portfolio Recordkeeper)
Federated Administrative Federated Investors Tower
Services (Administrator) Pittsburgh, PA
Virtus Capital Management, Inc. 707 East Main Street
(Adviser) Suite 1300
Richmond, VA
Signet Trust Company 7 North Eighth Street
(Custodian) Richmond, VA
ITEM 31. Management Services
Not applicable.
ITEM 32. Undertakings
Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the 1940 Act with respect to the
removal of Trustees and the calling of special shareholder
meetings by shareholders.
Registrant undertakes to furnish each person to
whom a prospectus is delivered a copy of the latest annual
report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant,
BLANCHARD FUNDS, certifies that it meets all of the
requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 11th day
of July, 1995.
BLANCHARD FUNDS
BY: /s/C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
July 11, 1995
Pursuant to the requirements of the Securities Act of
1933, this Amendment to its Registration Statement has been
signed below by the following person in the capacity and on
the date indicated:
NAME TITLE
DATE
By: /s/C. Grant Anderson
C. Grant Anderson Attorney In Fact July 11,
1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee July 11,
1995
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer and July 11,
1995
Trustee
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee July 11,
1995
John T. Conroy, Jr.* Trustee July 11,
1995
William J. Copeland* Trustee July 11,
1995
James E. Dowd* Trustee July 11,
1995
Lawrence D. Ellis, M.D.* Trustee July 11,
1995
Edward L. Flaherty, Jr.* Trustee July 11,
1995
Peter E. Madden* Trustee July 11,
1995
Gregor F. Meyer* Trustee July 11,
1995
John E. Murray, Jr.* Trustee July 11,
1995
Wesley W. Posvar* Trustee July 11,
1995
Marjorie P. Smuts* Trustee July 11,
1995
* By Power of Attorney
Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of the
Prospectus of The Blanchard Group of Funds dated august 7,
1995, which Prospectus is incorporated by reference in the
Prospectus and related Statements of Additional Information
constituting parts of this Post-Effective Amendment No. 30 to
the registration statement on Form N-1A (the "Registration
Statement") of our reports dated June 20, 1995, relating to
the financial statements and financial highlights of the
Blanchard American Equity Fund, Blanchard Global Growth Fund,
Blanchard Short-Term Global Income Fund, Blanchard Short-Term
Bond Fund, Blanchard Flexible Tax-Free Bond Fund, Blanchard
Worldwide Emerging Markets Fund, Blanchard 100% Treasury Money
market Fund and Blanchard Flexible Income Fund, eight of the
portfolios of The Blanchard Group of Funds, which appear in
such Statements of Additional Information and the
incorporation by reference of our reports into the Prospectus
which constitutes part of this Registration Statement.
/s/Price Waterhouse LLP
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York
August 29, 1995
Exhibit 19 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints the Secretary and Assistant
Secretary of BLANCHARD FUNDS and the Assistant General
Counsel of Federated Investors, and each of them, their true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for them and in their names,
place and stead, in any and all capacities, to sign any and
all documents to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company
Act of 1940, by means of the Securities and Exchange
Commission's electronic disclosure system known as EDGAR;
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to
all intents and purposes as each of them might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or
his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
SIGNATURES TITLE DATE
/s/John F. Donahue Chairman and Trustee July 7, 1995
John F. Donahue (Chief Executive Officer)
/s/Edward C. Gonzales President, Treasurer and TrusteeJuly 7, 1995
Edward C. Gonzales (Principal Financial and
Accounting Officer)
/s/Thomas G. Bigley Trustee July 7, 1995
Thomas G. Bigley
/s/John T. Conroy, Jr. Trustee July 7, 1995
John T. Conroy, Jr.
/s/William J. Copeland Trustee July 7, 1995
William J. Copeland
SIGNATURES TITLE DATE
/s/James E. Dowd Trustee July 7, 1995
James E. Dowd
/s/Lawrence D. Ellis, M.D. Trustee July 7, 1995
Lawrence D. Ellis, M.D.
/s/Edward L. Flaherty, Jr. Trustee July 7, 1995
Edward L. Flaherty, Jr.
/s/Peter E. Madden Trustee July 7, 1995
Peter E. Madden
/s/Gregor F. Meyer Trustee July 7, 1995
Gregor F. Meyer
/s/John E. Murray, Jr. Trustee July 7, 1995
John E. Murray, Jr.
/s/Wesley W. Posvar Trustee July 7, 1995
Wesley W. Posvar
/s/Marjorie P. Smuts Trustee July 7, 1995
Marjorie P. Smuts
Sworn to and subscribed before me this 7th day of July, 1995
/s/Marie M. Hamm
Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Sept. 16, 1996
Exhibit 5(a) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
BLANCHARD FUNDS
MANAGEMENT CONTRACT
This Contract is made this 12th day of July, 1995 between Virtus Capital
Management,
Inc., a Maryland corporation having its principal place of business in Richmond,
Virginia (the "Manager"), and Blanchard Funds, a Massachusetts business trust
having its principal place of business in Pittsburgh, Pennsylvania (the
"Trust").
WHEREAS the Trust is an open-end management investment company as that term
is defined in the Investment Company Act of 1940, as amended, and is
registered as such with the Securities and Exchange Commission; and
WHEREAS Manager is engaged in the business of rendering investment advisory
and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. The Trust hereby appoints Manager as Manager for each of the
portfolios ("Funds") of the Trust which executes an exhibit to this Contract,
and Manager accepts the appointments. Subject to the direction of the Trustees
of the Trust, Manager shall provide or procure on behalf of each of the Funds
all management and administrative services. In carrying out its obligations
under this paragraph, the Manager shall: (i) provide or arrange for investment
research and supervision of the investments of the Funds; (ii) select and
evaluate the performance of each Fund's Portfolio Sub-Adviser; (iii) select and
evaluate the performance of the Administrator; and (iv) conduct or arrange for a
continuous program of appropriate sale or other disposition and reinvestment of
each Fund's assets.
2. Manager, in its supervision of the investments of each of the Funds will
be guided by each of the Fund's investment objective and policies and the
provisions and restrictions contained in the Declaration of Trust and By-Laws of
the Trust and as set forth in the Registration Statements and exhibits and may
be on file with the Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own expenses and its
allocable share of Trust expenses, including, without limitatlon, the expenses
of organizing the Trust and continuing its existence; fees and expenses of
trustees and officers of the Trust; fees for investment advisory services and
administrative personnel and services; expenses incurred in the distribution of
its shares ("Shares"), including expenses of administrative support services;
fees and expenses of preparing and printing its Registration Statements under
the Securities Act of 1933 and the Investment Company Act of 1940, as amended,
and any amendments thereto; expenses of registering and qualifying the Trust,
the Funds, and Shares of the Funds under federal and state laws and regulations;
expenses of preparing, printing, and distributing prospectuses (and any
amendments thereto) to shareholders; interest expense, taxes, fees, and
commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of Shares, including
expenses attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, shareholder servicing
agents, and registrars; printing and mailing costs, auditing, accounting, and
legal expenses; reports to shareholders and governmental officers and
commissions; expenses of meetings of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association membership dues and such
nonrecurring items as may arise, including all losses and liabilities incurred
in administering the Trust and the Funds. Each Fund will also pay its allocable
share of such extraordinary expenses as may arise including expenses incurred in
connection with litigation, proceedings, and claims and the legal obligations of
the Trust to indemnify its officers and Trustees and agents with respect
thereto.
4. Each of the Funds shall pay to Manager, for all services rendered to each
Fund by Manager hereunder, the fees set forth in the exhibits attached hereto.
5. If, for any fiscal year, the total of all ordinary business expenses of
the Fund, including all investment advisory fees but excluding distribution
fees, taxes, interest and extraordinary expenses and certain other excludable
expenses, would exceed the most restrictive expense limits imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Fund
are offered for sale, the Manager shall reduce its investment advisory fee in
order to reduce such excess expenses, but will not be required to reimburse the
Fund for any ordinary business expenses which exceed the amount of its
investment advisory fee for such fiscal year. The amount of any such reduction
is to be borne by the Manager and shall be deducted from the monthly investment
advisory fee otherwise payable to the Manager during such fiscal year. For the
purposes of this paragraph, the term "fiscal year" shall exclude the portion of
the current fiscal year which shall have elapsed prior to the date hereof and
shall include the portion of the then current fiscal year which shall have
elapsed at the date of termination of this Agreement.
<PAGE>
6. The net asset value of each Fund's Shares as used herein will he
calculated to the nearest 1/10th of one cent.
7. The Manager may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds) to the extent that any Fund's expenses exceed such lower
expense limitation as the Manager may, by notice to the Funds, voluntarily
declare to be effective.
8. This Contract shall begin for each Fund as of the date of execution of
the applicable exhibit and shall continue in effect with respect to each Fund
presently set forth on an exhibit (and any subsequent Funds added pursuant to an
exhibit during the initial term of this Contract) for two years from the date of
this Contract set forth above and thereafter for successive periods of one year,
subject to the provisions for termination and all of the other terms and
conditions hereof if: (a) such continuation shall be specifically approved at
least annually by the vote of a majority of the Trustees of the Trust, including
a majority of the Trustees who are not parties to this Contract or interested
persons of any such party cast in person at a meeting called for that purpose;
and (b) Manager shall not have notified a Fund in writing at least sixty (60)
days prior to the anniversary date of this Contract in any year thereafter that
it does not desire such continuation with respect to that Fund. If a Fund is
added after the first approval by the Trustees as described above, this Contract
will be effective as to that Fund upon execution of the applicable exhibit and
will continue in effect until the next annual approval of this Contract by the
Trustees and thereafter for successive periods of one year, subject to approval
as described above.
9. Notwithstanding any provision in this Contract, it may be terminated at
any time with respect to any Fund, without the payment of any penalty, by the
Trustees of the Trust or by a vote of the shareholders of that Fund on sixty
(60) days' written notice to Manager.
10. This Contract may not be assigned by Manager and shall automatically
terminate in the event of any assignment. Manager may employ or contract with
such other person, persons, corporation, or corporations at its own cost and
expense as it shall determine in order to assist it in carrying out this
Contract.
11. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under this Contract on the part
of Manager, Manager shall not be liable to the Trust or to any of the Funds or
to any shareholder for any act or omission in the course of or connected in any
way with rendering services or for any losses that may be sustained in the
purchase, holding, or sale of any security.
12. This Contract may be amended at any time by agreement of the parties
provided that the amendment shall be approved both by the vote of a majority of
the Trustees of the Trust, including a majority of the Trustees who are not
parties to this Contract or interested persons of any such party to this
Contract (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose, and, where required by Section 15(a)(2) of the Act, on
behalf of a Fund by a majority of the outstanding voting securities of such Fund
as defined in Section 2(a)(42) of the Act.
13. The Manager acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Manager agrees to submit any proposed sales literature for the Trust (or any
Fund) or for itself or its affiliates which mentions the Trust (or any Fund) to
the Trust's distributor for review and filing with the appropriate regulatory
authorities prior to the public release of any such sales literature, provided,
however, that nothing herein shall be construed so as to create any obligation
or duty on the part of the Manager to produce sales literature for the Trust (or
any Fund). The Trust agrees to cause its distributor to promptly review all such
sales literature to ensure compliance with relevant requirements, to promptly
advise Manager of any deficiencies contained in such sales literature, to
promptly file complying sales literature with the relevant authorities, and to
cause such sales literature to be distributed to prospective investors in the
Trust.
14. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees, or any of the officers, employees, agents
or shareholders of the Trust individually but are binding only upon the assets
and property of the Trust. Notice is also hereby given that the obligations
pursuant to this instrument of a particular Fund and of the Trust with respect
to that particular Fund shall be limited solely to the assets of that particular
Fund.
15. This Contract shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
16. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
2
<PAGE>
EXHIBIT A
to the
Management Contract
Blanchard Global Growth Fund
Blanchard 100% Treasury Money Market Fund
Blanchard Short-Term Global Income Fund
Blanchard American Equity Fund
Blanchard Flexible Income Fund
Blanchard Short-Term Bond Fund
Blanchard Flexible Tax-Free Bond Fund
Blanchard Worldwide Emerging Markets Fund
For all services rendered by Manager hereunder, the above-named Funds of
the Trust shall pay to Manager and Manager agrees to accept as full compensation
for all services rendered hereunder, an annual management fee equal to the
following percentage ("the applicable percentage") of the average daily net
assets of each Fund.
<TABLE>
<CAPTION>
Name of Fund Percentage of Net Assets
<S> <C>
Blanchard Global Growth Fund 1% of the first $150 million of
average
daily net assets, .875% of the Fund's
average daily net assets in excess of
$150 million but not exceeding $300
million and .75% of the Fund's
average
daily net assets in excess of $300
million.
Blanchard 100% Treasury
Money Market Fund .5% of the first $500 million of the
Fund's
average daily net assets, .475% of
the Fund's
average daily net assets in excess of
$500
million but not exceeding $1 billion,
plus
.45% of the Fund's average daily net
assets
in excess of $1 billion.
Blanchard Short-Term Global Income Fund .75%
Blanchard American Equity Fund 1.10%
Blanchard Flexible Income Fund .75%
Blanchard Short-Term Bond Fund .75%
Blanchard Flexible Tax-Free Bond Fund .75%
Blanchard Worldwide Emerging Markets Fund 1.25%
</TABLE>
The portion of the fee based upon the average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of the applicable percentage
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Manager daily.
Witness the execution hereof this 12th day of July, 1995.
Attest: Virtus Capital Management, Inc.
___________________________ By:___________________________
Secretary Executive Vice President
Attest: Blanchard Funds
/s/ C. Grant Anderson By:/s/ Joseph A. Machi
Assistant Secretary Executive Vice President
EXHIBIT B
to the
Investment Advisory Contract
BLANCHARD GROWTH & INCOME FUND
BLANCHARD CAPITAL GROWTH FUND
The Trust shall pay to VCM, on behalf of the Funds, monthly compensation at
the annual rate of 1.10% of each Fund's average daily net assets, .40% of which,
which would otherwise be received by VCM and paid to The Chase Manhattan Bank,
N.A. ("Chase") for portfolio advisory services, shall be paid to Chase directly
by the Capital Growth Portfolio and the Growth & Income Portfolio, respectively,
under separate investment advisory agreements between Chase and the Capital
Growth Portfolio and Chase and the Growth & Income Portfolio.
The portion of the fee based upon the average daily net assets of the Funds
shall be accrued daily at the rate of 1/365th of the applicable percentage
applied to the daily net assets of each Fund.
Witness the due execution hereof this day of , 1995.
Attest: Virtus Capital Management, Inc.
By:
Secretary Senior Vice President
Attest: Blanchard Funds
By:
Assistant Secretary Vice President
Exhibit 5(b)(xix) under Form N-
1A
Exhibit 10 under Item 601/Reg. S-
K
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made this 12th day of July, 1995, by and between
LOMBARD
ODIER
INTERNATIONAL PORTFOLIO MANAGEMENT LIMITED (the "Portfolio Manager") and WLO
Global Management (the "Sub-Adviser" or "WLO") with respect to the following
recital of fact:
R E C I T A L
WHEREAS, Blanchard Funds (the "Trust") is registered as an open-end,
non-diversified, management investment company under the Investment Advisers Act
of 1940, as amended (the "1940 Act"), and the rules and regulations promulgated
thereunder; and
WHEREAS, the Trust and Virtus Capital Management, Inc. (the "Manager") have
entered into a Management Agreement to provide for management services for
Blanchard Short-Term Global Income Fund, a series of the Trust (the "Fund"), on
the terms and conditions set forth in the Management Agreement dated of even
date herewith; and
WHEREAS, the Portfolio Manager and the Manager have entered into an
Investment Advisory Agreement to provide for investment advisory services for
the Fund, on the terms and conditions set forth in the Investment Advisory
Agreement dated the date hereof; and
WHEREAS, the Portfolio Manager is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, and is a member of the
Investment Management Regulatory Organization Limited ("IMRO"), a
self-regulating organization recognized under the Financial Services Act 1986 of
the United Kingdom, and engages in the business of acting as an investment
adviser; and
WHEREAS, the Sub-Adviser is investment adviser under the Investment Advisers
Act of 1940, as amended, and engages in the business of acting as an investment
adviser; and
WHEREAS, the Sub-Adviser proposes to render investment advisory services to
the Manager and the Portfolio Manager in connection with the Manager and the
Portfolio Manager's responsibilities to the Fund on the terms and conditions
hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable considerations, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Investment Management. WLO shall act as the Sub-Adviser for the Fund and
shall, in such capacity, supervise the investment and reinvestment of the cash,
securities or other properties comprising the Fund's U.S. portfolio, subject at
all times to the direction of the Manager and the Portfolio Manager and the
policies and control of the Trust's Trustees. WLO shall give the Fund the
benefit of its best judgment, efforts and facilities in rendering its services
as Sub-Adviser.
2. Investment Analysis and Implementation. In carrying out its obligation
under paragraph 1 hereof, the Sub-Adviser shall:
(a) at all times adhere to the Fund's investment objectives,
restrictions and limitations as contained in its Prospectus and Statement of
Additional Information;
(b) use the same skill and care in providing such service as it uses in
providing services to fiduciary accounts for which it has investment
responsibilities;
(c) obtain and evaluate pertinent information about significant
developments and economics, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the Fund's
U.S. portfolio and whether concerning the individual issuers whose
securities are included in the Fund's U.S. portfolio or the activities in
which the issuers engage, or with respect to securities which the
Sub-Adviser considers desirable for inclusion in the Fund's U.S. portfolio;
(d) determine which issuers and securities shall be represented in the
Fund's portfolio and regularly report thereon to the Manager and the
Portfolio Manager;
(e) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Manager and the Portfolio Manager;
<PAGE>
(f) take, on behalf of the Fund, all actions which appear to the Fund,
the Manager and the Portfolio Manager necessary to carry into effect such
purchase and sale programs and supervisory functions as aforesaid, including
the placing of orders for the purchase and sale of securities for the Fund
and the prompt reporting to the Manager and the Portfolio Manager of such
purchases and sales; and
(g) be authorized to give instructions to the Custodian and
Sub-Custodian of the Fund as to deliveries of securities, transfers of
currencies and payments of cash for the account of the Fund, in relation to
the matters contemplated by this Agreement. All securities or other assets
of the Fund shall be held by the Custodian or Sub-Custodian appointed by the
Fund's Trustees.
3. Broker-Dealer Relationships. The Sub-Adviser is responsible for decisions
to buy and sell securities for the Fund's U.S. portfolio, broker-dealer
selection, and negotiation of brokerage commission rates. The Sub-Adviser's
primary consideration in effecting a security transaction will be execution at
the most favorable price. In selecting a broker-dealer to execute each
particular transaction, the Sub-Adviser will take the following into
consideration: the best net price available, the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order and the value of the expected contribution of the
broker-dealer to the investment performance of the Fund on a continuing basis.
Accordingly, the price to the Fund in any transaction may be less favorable than
that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered. Subject
to such policies as the Trustees may determine, the Sub-Adviser shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Fund to pay a
broker for effecting a portfolio investment transaction in excess of the amount
of commission another broker or dealer would have charged for effecting that
transaction, if the Sub-Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Sub-Adviser's overall responsibilities with
respect to the Fund and to its other clients as to which it exercises investment
discretion. The Sub-Adviser is further authorized to allocate the orders placed
by it on behalf of the Fund to itself, to its affiliated broker-dealer, if any,
or affiliated broker-dealers of the Manager or the Portfolio Manager, or to such
brokers, and dealers who also provide research or statistical material, or other
services to the Fund or the Sub-Adviser. Such allocation shall be in such
amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser
will report on said allocations regularly to the Manager and the Portfolio
Manager indicating the brokers to whom such allocations have been made and the
basis therefor.
4. Control by Trustees. Any investment program undertaken by the
Sub-Adviser, pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Adviser on behalf of the Fund pursuant thereto, shall at
all times be subject to any directives of the Board of Trustees of the Trust.
The Manager shall provide the Sub-Adviser with written notice of all such
directives, so long as this Agreement remains in effect.
5. Compliance with Applicable Requirements. In carrying out its obligations
under this Agreement, the Sub-Adviser shall at all times conform to:
(a) all applicable provisions of the 1940 Act;
(b) the provisions of the Registration Statement of the Trust under the
Securities Act of 1933 and the 1940 Act; and
(c) any other applicable provisions of state and federal law.
6. Expenses. The expenses connected with the Fund shall be borne by the
Sub-Adviser as follows:
The Sub-Adviser shall maintain, at its expense and without cost to the
Manager or the Fund, a trading function in order to carry out its obligations
under subparagraph (f) of paragraph 2 hereof to place orders for the purchase
and sale of U.S. portfolio securities for the Fund.
7. Delegation of Responsibilities. Upon request of the Manager or the
Portfolio Manager and with the approval of the Trust's Trustees, the Sub-Adviser
may perform services on behalf of the Fund which are not required by this
Agreement. Such services will be performed on behalf of the Fund and the
Sub-Adviser's costs in rendering such services may be billed monthly to the
Manager or the Portfolio Manager, as the case may be, subject to examination by
the Manager or the Portfolio Manager's independent accountants. Payment or
assumption by the Sub-Adviser of any Fund expense that the Sub-Adviser is not
required to pay or assume under this Agreement shall not relieve the
2
<PAGE>
Portfolio Manager or the Sub-Adviser of any of their obligations to the Fund or
to the Manager or obligate the Sub-Adviser pay or assume any similar Fund
expense on any subsequent occasions.
8. Compensation. For the services to be rendered and the facilities
furnished hereunder, the Portfolio Manager shall pay the Sub-Adviser one-half of
the fees the Portfolio Manager receives from the Manager. Compensation under
this Agreement shall be paid on a monthly basis. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the month this Agreement is
in effect shall be prorated. Payment of the Sub-Adviser's compensation for the
preceding month shall be made as promptly as possible after the end of each
month.
9. Non-Exclusivity. The services of the Sub-Adviser to the Portfolio Manager
and the Manager are not deemed to be exclusive, and the Sub-Adviser shall be
free to render investment advisory or other services to others (including
investment companies or investment trusts) and to engage in other activities (i)
so long as its services under this Agreement are not impaired thereby; and (ii)
provided that it does not render investment advisory services to other U.S.
investment companies which specialize in marketing publicly offered,
"no-load/low-load" mutual funds (i.e., those that are sold either with no sales
charge or with a front-end or back-end sales charge of up to 2.0%), without
first terminating this Agreement in accordance with the provisions set forth
below or receiving written permission to do so from the Portfolio Manager and
the Manager.
If either the Portfolio Manager or the Sub-Adviser terminates this
Agreement, by giving sixty (60) days' written notice, in accordance with Section
12 hereof, the Sub-Adviser agrees that for a period of six months following the
effective date of termination, it will not render investment advisory services
to other U.S. investment companies which specialize in publicly marketing
"no-load/low-load" mutual funds (as previously defined) unless the Sub-Adviser
has obtained prior written approval from the Manager and the Portfolio Manager
to enter such potential advisory agreements.
10. Term. This Agreement shall become effective at the close of business on
the date hereof and shall remain in force and effect, subject to Section 12
hereof, for an initial term of two years.
11. Renewal. Following the expiration of its initial two-year term, the
Agreement shall continue in force and effect from year to year provided that
such continuance is specifically approved at least annually:
(a) (i) by the Trust's Trustees or (ii) by the vote of a majority of the
Fund's outstanding voting securities (as defined in Section 2(a)(42) of the
1940 Act), and
(b) by the affirmative vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of a party to this Agreement
(other than as a Trustee of the Trust), by votes cast in person at a meeting
specifically called for such purpose.
12. Termination. This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Trust's Trustees or by vote of a majority
of the Fund's outstanding voting securities (as defined in Section 2(a)(42) of
the 1940 Act), or by the Portfolio Manager or the Sub-Adviser, on sixty (60)
days' written notice to the other party. This Agreement shall automatically
terminate: (a) in the event of its assignment, the term "assignment" having the
meaning defined in Section 2(a)(4) of the 1940 Act, or (b) in the event that the
Investment Advisory Agreement between the Manager and the Portfolio Manager
shall terminate.
13. Liability of the Sub-Adviser. In the absence of willful misfeasance, bad
faith, gross negligence on the part of the Sub-Adviser or its officers, partners
or employees, or reckless disregard by the Sub-Adviser of its duties under this
Agreement, the Sub-Adviser shall not be liable to the Portfolio Manager, the
Manager, the Trust or to any shareholder of the Trust for any act or omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
14. Liability of Trustees and Shareholders. A copy of the Agreement and
Declaration of Trust of the Trust is on file with the Secretary of the
Commonwealth of Massachusetts and notice is hereby given that the obligations of
this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.
15. Notices. Any notices under this Agreement shall be in writing, addressed
and delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Portfolio Manager for
this purpose shall be Norfolk House,
3
<PAGE>
12 Southampton Place, London WC1A 2AJ, England and the address of the
Sub-Adviser for this purpose shall be 117 E. Colorado Boulevard, Pasadena,
California 91105. It is agreed that copies of any notices under this Agreement
shall be delivered or mailed postage paid to the Manager and that of the Trust
for this purpose shall be Federated Investors Tower, Pittsburg, Pennsylvania
15222-3779.
16. Questions of Interpretation. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived from
a term or provision of the 1940 Act shall be resolved by reference to such term
or provision of the 1940 Act and to interpretations thereof, if any, by the
United States Courts or in the absence of a controlling decision of any such
court, by rules, regulations or orders of the Securities and Exchange Commission
issued pursuant to said Act. In addition, where the effect of a requirement of
the 1940 Act reflected in the provision of this Agreement is revoked by rule,
regulation or order of the Securities and Exchange Commission, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
Attest: LOMBARD ODIER INTERNATIONAL
PORTFOLIO MANAGEMENT LIMITED
By
Title: Company Secretary
Attest: WLO GLOBAL MANAGEMENT
By
Title: Director
Exhibit 6(a)(x) under Form N-
1A
Exhibit 1 under Item 601/Reg. S-
K
BLANCHARD FUNDS
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 12th day of July, 1995, by and between Blanchard
Funds (the "Trust"), a Massachusetts business trust, and FEDERATED
SECURITIES CORP. ("FSC"), a Pennsylvania Corporation.
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Trust hereby appoints FSC as its agent to sell and distribute shares
of the Trust which may be offered in one or more series (the "Funds") consisting
of one or more classes (the "Classes") of shares (the "Shares"), as described
and set forth on one or more exhibits to this Agreement, at the current offering
price thereof as described and set forth in the current Prospectuses of the
Trust. FSC hereby accepts such appointment and agrees to provide such other
services for the Trust, if any, and accept such compensation from the Trust, if
any, as set forth in the applicable exhibits to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever in
the judgment of the Trust it is in its best interest to do so.
3. Neither FSC nor any other person is authorized by the Trust to give any
information or to make any representation relative to any Shares other than
those contained in the Registration Statement, Prospectuses, or Statements of
Additional Information ("SAIs") filed with the Securities and Exchange
Commission, as the same may be amended from time to time, or in any supplemental
information to said Prospectuses or SAIs approved by the Trust. FSC agrees that
any other information or representations other than those specified above which
it or any dealer or other person who purchases Shares through FSC may make in
connection with the offer or sale of Shares, shall be made entirely without
liability on the part of the Trust. No person or dealer, other than FSC, is
authorized to act as agent for the Trust for any purpose. FSC agrees that in
offering or selling Shares as agent of the Trust, it will, in all respects, duly
conform to all applicable state and federal laws and the rules and regulations
of the National Association of Securities Dealers, Inc., including its Rules of
Fair Practice. FSC will submit to the Trust copies of all sales literature
before using the same and will not use such sales literature if disapproved by
the Trust.
4. This Agreement is effective with respect to each Class as of the date of
execution of the applicable exhibit and shall continue in effect with respect to
each Class presently set forth on an exhibit and any subsequent Classes added
pursuant to an exhibit during the initial term of this Agreement for one year
from the date set forth above, and thereafter for successive periods of one year
if such continuance is approved at least annually by the Trustees of the Trust
including a majority of the members of the Board of Trustees of the Trust who
are not interested persons of the Trust and have no direct or indirect financial
interest in the operation of any Distribution Plan relating to the Trust or in
any related documents to such Plan ("Disinterested Trustees") cast in person at
a meeting called for that purpose. If a Class is added after the first annual
approval by the Trustees as described above, this Agreement will be effective as
to that Class upon execution of the applicable exhibit and will continue in
effect until the next annual approval of this Agreement by the Trustees and
thereafter for successive periods of one year, subject to approval as described
above.
5. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of a majority
of the Disinterested Trustees or by a majority of the outstanding voting
securities of the particular Fund or Class on not more than sixty (60) days'
written notice to any other party to this Agreement. This Agreement may be
terminated with regard to a particular Fund or Class by FSC on sixty (60) days'
written notice to the Trust.
6. This Agreement may not be assigned by FSC and shall automatically
terminate in the event of an assignment by FSC as defined in the Investment
Company Act of 1940, as amended, provided, however, that FSC may employ such
other person, persons, corporation or corporations as it shall determine in
order to assist it in carrying out its duties under this Agreement.
7. FSC shall not be liable to the Trust for anything done or omitted by it,
except acts or omissions involving willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties imposed by this Agreement.
8. This Agreement may be amended at any time by mutual agreement in writing
of all the parties hereto, provided that such amendment is approved by the
Trustees of the Trust including a majority of the Disinterested Trustees of the
Trust cast in person at a meeting called for that purpose.
<PAGE>
9. This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless FSC and each person, if any, who controls FSC
within the meaning of Section 15 of the Securities Act of 1933 and Section
20 of the Securities Act of 1934, as amended, against any and all loss,
liability, claim, damage and expense whatsoever (including but not limited
to any and all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or
any claim whatsoever) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any Prospectuses or SAIs (as from time to time amended and
supplemented) or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in
reliance upon and in conformity with written information furnished to the
Trust about FSC by or on behalf of FSC expressly for use in the
Registration Statement, any Prospectuses and SAIs or any amendment or
supplement thereof.
If any action is brought against FSC or any controlling person thereof with
respect to which indemnity may be sought against the Trust pursuant to the
foregoing paragraph, FSC shall promptly notify the Trust in writing of the
institution of such action and the Trust shall assume the defense of such
action, including the employment of counsel selected by the Trust and
payment of expenses. FSC or any such controlling person thereof shall have
the right to employ separate counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of FSC or such controlling
person unless the employment of such counsel shall have been authorized in
writing by the Trust in connection with the defense of such action or the
Trust shall not have employed counsel to have charge of the defense of such
action, in any of which events such fees and expenses shall be borne by the
Trust. Anything in this paragraph to the contrary notwithstanding, the
Trust shall not be liable for any settlement of any such claim of action
effected without its written consent. The Trust agrees promptly to notify
FSC of the commencement of any litigation or proceedings against the Trust
or any of its officers or Trustees or controlling persons in connection
with the issue and sale of Shares or in connection with the Registration
Statement, Prospectuses, or SAIs.
(b) FSC agrees to indemnify and hold harmless the Trust, each of its
Trustees, each of its officers who have signed the Registration Statement
and each other person, if any, who controls the Trust within the meaning of
Section 15 of the Securities Act of 1933, but only with respect to
statements or omissions, if any, made in the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof in reliance upon,
and in conformity with, information furnished to the Trust about FSC by or
on behalf of FSC expressly for use in the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof. In case any action
shall be brought against the Trust or any other person so indemnified based
on the Registration Statement or any Prospectus, SAI, or any amendment or
supplement thereof, and with respect to which indemnity may be sought
against FSC, FSC shall have the rights and duties given to the Trust, and
the Trust and each other person so indemnified shall have the rights and
duties given to FSC by the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person against
liability to the Trust or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the duties of such person or by reason of
the reckless disregard by such person of the obligations and duties of such
person under this Agreement.
(d) Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940, as amended, for Trustees,
officers, FSC and controlling persons of the Trust by the Trust pursuant to
this Agreement, the Trust is aware of the position of the Securities and
Exchange Commission as set forth in the Investment Company Act Release No.
IC-11330. Therefore, the Trust undertakes that in addition to complying
with the applicable provisions of this Agreement, in the absence of a final
decision on the merits by a court or other body before which the proceeding
was brought, that an indemnification payment will not be made unless in the
absence of such a decision, a reasonable determination based upon factual
review has been made (i) by a majority vote of a quorum of non-party
Disinterested Trustees, or (ii) by independent legal counsel in a written
opinion that the indemnitee was not liable for an act of willful
misfeasance, bad faith, gross negligence or reckless disregard of duties.
The Trust
2
<PAGE>
further undertakes that advancement of expenses incurred in the defense of
a proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against an officer,
Trustee, FSC or controlling person of the Trust will not be made absent the
fulfillment of at least one of the following conditions: (i) the indemnitee
provides security for his undertaking; (ii) the Trust is insured against
losses arising by reason of any lawful advances; or (iii) a majority of a
quorum of non-party Disinterested Trustees or independent legal counsel in
a written opinion makes a factual determination that there is reason to
believe the indemnitee will be entitled to indemnification.
11. FSC is hereby expressly put on notice of the limitation of liability as
set forth in the Declaration of Trust and agrees that the obligations assumed by
the Trust pursuant to this Agreement shall be limited in any case to the Trust
and its assets and FSC shall not seek satisfaction of any such obligation from
the shareholders of the Trust, the Trustees, officers, employees or agents of
the Trust, or any of them.
12. If at any time the Shares of any Fund are offered in two or more
Classes, FSC agrees to adopt compliance standards as to when a class of shares
may be sold to particular investors.
13. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
3
<PAGE>
EXHIBIT A
to the
Distributor's Contract
BLANCHARD FUNDS
BLANCHARD 100% TREASURY MONEY MARKET FUND
In consideration of the mutual covenants set forth in the Distributor's
contract dated of even date herewith, between Blanchard Funds and Federated
Securities Corp., Blanchard Funds executes and delivers this Exhibit on behalf
of Blanchard 100% Treasury Money Market Fund, and with respect to the separate
classes of shares thereof, first set forth in this Exhibit.
Witness the due execution thereof this 12th day of July, 1995.
Attest: Blanchard Funds
By:/s/ John W. McGonigle By: /s/Josehp A. Machi
Secretary Vice President
(SEAL)
Attest: FEDERATED SECURITIES
CORP.
By: S. Elliott Cohan By: /s/ John W. McGonigle
Secretary Executive Vice President
(SEAL)
<PAGE>
Exhibit B
to the
Distributor's Contract
BLANCHARD FUNDS
Blanchard Global Growth Fund
Blanchard Short-Term Global Income Fund
Blanchard American Equity Fund
Blanchard Flexible Income Fund
Blanchard Short-Term Bond Fund
Blanchard Flexible Tax-Free Bond Fund
Blanchard Worldwide Emerging Markets Fund
Blanchard Growth & Income Fund
Blanchard Capital Growth Fund
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated of even date herewith, between Blanchard Funds and
Federated Securities Corp. with respect to the Class of the Fund set forth
above:
1. The Trust hereby appoints FSC to select a group of financial institutions
("Financial Institutions") to sell shares of the above-listed series and Class
("Shares"), at the current offering price thereof as described and set forth in
the prospectuses of the Trust.
2. FSC will enter into separate written agreements with various firms to
provide the services set forth in Paragraph 1 herein. During the term of this
Agreement, the Trust will reimburse FSC for payments made by FSC to obtain
services pursuant to this Agreement, a monthly fee computed at the annual rate
of up to .25 of 1% of the average aggregate net asset value of the Shares of the
of Blanchard Short-Term Global Income Fund, Blanchard Flexible Income Fund,
Blanchard Short-Term Bond Fund and Blanchard Flexible Tax-Free Bond Fund, .50 of
1% of the average aggregate net asset value of the shares of Blanchard American
Equity Fund, Blanchard Worldwide Emerging Markets Fund, Blanchard Growth &
Income Fund and Blanchard Capital Growth Fund, and .75 of 1% of the average
aggregate net asset value of the shares of Blanchard Global Growth Fund, held
during the month. For the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the month.
The fees paid hereunder shall be in an amount equal to the aggregate amount of
periodic fees paid by FSC to Financial Institutions pursuant to Paragraph 3
herein.
3. FSC, in its sole discretion, may pay Financial Institutions a periodic
fee in respect of Shares owned from time to time by their clients or customers.
The schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by the Trust's Board of Trustees.
4. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts paid to the various firms and the purpose for
such payments.
5. In the event any amendment to this Agreement materially increases the
fees set forth in Paragraph 2, such amendment must be approved by a vote of a
majority of the outstanding voting securities of the appropriate Fund or Class.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated 1995 between Blanchard Funds and Federated Securities Corp.,
Blanchard Funds executes and delivers this Exhibit on behalf of the Blanchard
Global Growth Fund, Blanchard Short-Term Global Income Fund, Blanchard American
Equity Fund, Blanchard Flexible Income Fund, Blanchard Short-Term Bond Fund,
Blanchard Flexible Tax-Free Bond Fund, Blanchard Worldwide Emerging Markets
Fund, Blanchard Growth & Income Fund, Blanchard Capital Growth Fund and with
respect to the classes first set forth in this Exhibit.
<PAGE>
Witness the due execution hereof this 12th day of July, 1995.
Attest: Blanchard Funds
By:/s/ John W. McGonigle By: /s/Josehp A. Machi
Secretary Vice President
(SEAL)
Attest: FEDERATED SECURITIES
CORP.
By: S. Elliott Cohan By: /s/ John W. McGonigle
Secretary Executive Vice President
(SEAL)
--
Exhibit 9 under Form N-1A
Exhibit 10 under Item 601/Reg. S-
K
BLANCHARD FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this
12th day of July, 1995, between Blanchard Funds, a Massachusetts
business trust (herein called the "Fund"), and Federated
Administrative Services, a Delaware business trust (herein called
"FAS").
WHEREAS, the Fund is a Massachusetts business trust
consisting of one or more portfolios, which operates as an open-
end management investment company and will so register under the
Investment Company Act of 1940; and
WHEREAS, the Fund desires to retain FAS as its Administrator
to provide it with Administrative Services (as herein defined),
and FAS is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby appoints FAS
as Administrator of the Fund on the terms and conditions set
forth in this Agreement; and FAS hereby accepts such appointment
and agrees to perform the services and duties set forth in
Section 2 of this Agreement in consideration of the compensation
provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject to the
supervision and control of the Fund's Board of Trustees, FAS will
provide facilities, equipment, and personnel to carry out the
following administrative services for operation of the business
and affairs of the Fund and each of its portfolios:
(a) prepare, file, and maintain the Fund's governing
documents and any amendments thereto, including the
Declaration of Trust (which has already been prepared
and filed), the By-laws and minutes of meetings of
Trustees and shareholders;
(b) prepare and file with the Securities and Exchange
Commission and the appropriate state securities
authorities the registration statements for the Fund
and the Fund's shares and all amendments thereto,
reports to regulatory authorities and shareholders,
prospectuses, proxy statements, and such other
documents all as may be necessary to enable the Fund
to make a continuous offering of its shares;
(c) prepare, negotiate, and administer contracts on
behalf of the Fund with, among others, the Fund's
investment adviser, distributor, custodian, and
transfer agent;
(d) supervise the Fund's custodian in the maintenance of
the Fund's general ledger and in the preparation of
the Fund's financial statements, including oversight
of expense accruals and payments, of the
determination of the net asset value of the Fund and
of the declaration and payment of dividends and other
distributions to shareholders;
(e) calculate performance data of the Fund for
dissemination to information services covering the
investment company industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's
custodian and transfer agent;
(h) coordinate the layout and printing of publicly
disseminated prospectuses and reports;
(i) perform internal audit examinations in accordance
with a charter to be adopted by FAS and the Fund;
(j) assist with the design, development, and operation of
the Fund;
(k) provide individuals reasonably acceptable to the
Fund's Board of Trustees for nomination, appointment,
or election as officers of the Fund, who will be
responsible for the management of certain of the
Fund's affairs as determined by the Fund's Board of
Trustees; and
(l) consult with the Fund and its Board of Trustees on
matters concerning the Fund and its affairs.
The foregoing, along with any additional services that FAS
shall agree in writing to perform for the Fund hereunder, shall
hereafter be referred to as "Administrative Services."
Administrative Services shall not include any duties, functions,
or services to be performed for the Fund by the Fund's investment
adviser, distributor, custodian, or transfer agent pursuant to
their respective agreements with the Fund.
3. Expenses. FAS shall be responsible for expenses
incurred in providing office space, equipment, and personnel as
may be necessary or convenient to provide the Administrative
Services to the Fund, including the compensation of FAS employees
who serve as Trustees or officers of the Fund. The Fund shall be
responsible for all other expenses incurred by FAS on behalf of
the Fund, including without limitation postage and courier
expenses, printing expenses, travel expenses, registration fees,
filing fees, fees of outside counsel and independent auditors,
insurance premiums, fees payable to Trustees who are not FAS
employees, and trade association dues.
4. Compensation. For the Administrative Services
provided, the Fund hereby agrees to pay and FAS hereby agrees to
accept as full compensation for its services rendered hereunder
an administrative fee at an annual rate per portfolio of the
Fund's shares, payable daily, as specified below:
Maximum Administrative Average Daily Net Assets
Fee of the Fund
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of $750
million
However, in no event shall the administrative fee received
during any year of this Agreement be less than, or be paid at a
rate less than would aggregate (i) for portfolios existing on the
date of this Agreement, $75,000 per portfolio plus $30,000 per
each additional class of shares related to such portfolio added
after the date of this Agreement; and (ii) for portfolios created
after the date of this Agreement, $150,000 per portfolio having a
single class of shares, plus $30,000 per each additional class of
shares related to such portfolio.
5. Responsibility of Administrator.
(a) FAS shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund
in connection with the matters to which this Agreement
relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless
disregard by it of its obligations and duties under
this Agreement. FAS shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without
liability for any action reasonably taken or omitted
pursuant to such advice. Any person, even though also
an officer, trustee, partner, employee or agent of FAS,
who may be or become an officer, Trustee, employee or
agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the
Fund (other than services or business in connection
with the duties of FAS hereunder) to be rendering such
services to or acting solely for the Fund and not as an
officer, trustee, partner, employee or agent or one
under the control or direction of FAS even though paid
by FAS.
(b) FAS shall be kept indemnified by the Fund and be
without liability for any action taken or thing done by
it in performing the Administrative Services in
accordance with the above standards. In order that the
indemnification provisions contained in this Section 5
shall apply, however, it is understood that if in any
case the Fund may be asked to indemnify or save FAS
harmless, the Fund shall be fully and promptly advised
of all pertinent facts concerning the situation in
question, and it is further understood that FAS will
use all reasonable care to identify and notify the Fund
promptly concerning any situation which presents or
appears likely to present the probability of such a
claim for indemnification against the Fund. The Fund
shall have the option to defend FAS against any claim
which may be the subject of this indemnification. In
the event that the Fund so elects, it will so notify
FAS and thereupon the Fund shall take over complete
defense of the claim, and FAS shall in such situation
initiate no further legal or other expenses for which
it shall seek indemnification under this Section. FAS
shall in no case confess any claim or make any
compromise in any case in which the Fund will be asked
to indemnify FAS except with the Fund's written
consent.
6. Duration and Termination.
(a) The initial term of this Agreement shall commence on
the date hereof, and extend for a period of two years
following the first date upon which each of the
Fund's existing portfolios has sufficient average
daily net assets, in each case, such that FAS will
begin to earn a sum not less than its minimum
("annualized") administrative fee per existing
portfolio, pursuant to Section 4 of this Agreement
("Initial Term").
(b) During any term of this Agreement, each time the Fund
adds a new portfolio, an additional term shall
commence on the first date upon which the new
portfolio has sufficient average daily net assets
such that FAS will begin to earn a sum not less than
its minimum ("annualized") administrative fee in
connection with the new portfolio pursuant to Section
4 of this Agreement ("Additional Term"). Such
Additional Term shall extend to the later to occur of
(i) the second anniversary of the commencement of the
Additional Term, or (ii) the expiration of the
Initial Term.
(c) During any term of this Agreement, each time the Fund
adds a class of shares to any portfolio, an
additional term shall commence on the later to occur
of (i) the first date upon which the relevant
portfolio has sufficient average daily net assets
such that FAS will begin to earn a sum not less than
its minimum ("annualized") administrative fee
pursuant to Section 4 of this Agreement, or (ii) the
effective date of the registration statement or post-
effective amendment registering the new class of
shares ("Class Term"). Such Class Term shall extend
to the later to occur of (i) the second anniversary
of the commencement of the Class Term, or (ii) the
expiration of the Initial Term.
(d) Upon the expiration of any term, this Agreement shall
be automatically renewed each year for an additional
term of one year, unless notice of termination has
been delivered by either party to the other no less
than one year before the beginning of any such
additional term.
7. Amendment. 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 an
enforcement of the change, waiver, discharge or termination is
sought.
8. Limitations of Liability of Trustees or Officers, Employees,
Agents and Shareholders of the Fund. FAS is expressly put on
notice of the limitation of liability as set forth in the Fund's
Declaration of Trust and agrees that the obligations assumed by
the Fund pursuant to this Agreement shall be limited in any case
to the Fund and its assets and that FAS shall not seek
satisfaction of any such obligations from the shareholders of the
Fund, the Trustees, Officers, Employees or Agents of the Fund, or
any of them.
9. Limitations of Liability of Trustees and Shareholders of
FAS. The execution and delivery of this Agreement have been
authorized by the Trustees of FAS and signed by an authorized
officer of FAS, acting as such, and neither such authorization by
such 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, and the
obligations of this Agreement are not binding upon any of the
Trustees or shareholders of FAS, but bind only the trust property
of FAS as provided in the Declaration of Trust of FAS.
10. Notices. Notices of any kind to be given hereunder shall be
in writing (including facsimile communication) and shall be duly
given if delivered to the Fund and to its investment adviser at
the following address: Virtus Capital Management, Inc., 707 East
Main Street, Suite 1300, Richmond, Virginia 23219 Attention:
President and if delivered to FAS at Federated Investors Tower,
Pittsburgh, PA 15222-3779, Attention: President.
11. 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. If any provision of this Agreement shall
be held or made invalid by a court or regulatory agency decision,
statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. Subject to the provisions of Section 5,
hereof, 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 Pennsylvania law; provided, however,
that nothing herein shall be construed in a manner inconsistent
with the Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.
12. Counterparts. This Agreement may be executed by different
parties on separate counterparts, each of which, when so executed
and delivered, shall be an original, and all such counterparts
shall together constitute one and the same instrument.
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.
Blanchard Funds
By: /s/ Joseph A. Machi
Vice President
Attest: /s/ John W. McGonigle____
Secretary
Federated Administrative Services
By: /s/ Edward C. Gonzales
Chairman
Attest: /s/ John W. McGonigle
Secretary
Exhibit 15(a)(x) under Form N-
1A
Exhibit 1 under Item 601/Reg. S-
K
BLANCHARD FUNDS
DISTRIBUTION PLAN
This Distribution Plan ("Plan") is adopted as of this July 12, 1995, by the
Board
of Trustees of Blanchard Funds (the "Trust"), a Massachusetts business trust
with respect to certain classes of shares ("Classes") of the portfolios of the
Trust (the "Funds") set forth in exhibits hereto.
1. This Plan is adopted pursuant to Rule 12b-1 under the Investment Company
Act of 1940 ("Act") so as to allow the Trust to make payments as contemplated
herein, in conjunction with the distribution of Classes of the Funds ("Shares").
2. This Plan is designed to provide incentives to financial institutions
("Financial Institutions") to sell Shares and enable the Funds to pay for the
costs and expenses of preparing, printing and distributing prospectuses and
sales literature (including those sent to shareholders, prospective
shareholders, and Financial Institutions) and the costs of the expenses of the
implementation and operation of the Plan. Federated Securities Corp. ("FSC")
will pay Financial Institutions a fee in respect of Shares of the Funds owned
from time to time by their clients or customers. The schedules of such fees paid
or reimbursed by the Trust and the basis upon which such fees shall be paid or
reimbursed shall be determined from time to time by the Trust's Board of
Trustees in respect of the Classes as set forth on the applicable exhibit.
3. Any payment to Financial Institutions paid or reimbursed by the Trust
will be made by FSC pursuant to the "Distributor's Contract" and the "Rule 12b-1
Agreement" which are related documents to the Plan.
4. FSC has the right (i) to select, in its sole discretion, the Financial
Institutions to participate in the Plan and (ii) to terminate without cause and
in its sole discretion any Rule 12b-1 Agreement.
5. Quarterly in each year that this Plan remains in effect, the Funds'
distributor shall prepare and furnish to the Board of Trustees of the Trust, and
the Board of Trustees shall review, a written report of the amounts expended
under the Plan and the purpose for which such expenditures were made.
6. This Plan shall become effective with respect to each Class ( i) after
approval by majority votes of: (a) the Trust's Board of Trustees; (b) the
Disinterested Trustees of the Trust, cast in person at a meeting called for the
purpose of voting on the Plan; and (c) the outstanding voting securities of the
particular Class, as defined in Section 2(a)(42) of the Act and (ii) upon
execution of an exhibit adopting this Plan with respect to such Class.
7. This Plan shall remain in effect with respect to each Class presently set
forth on an exhibit and any subsequent Classes added pursuant to an exhibit
during the initial year of this Plan for the period of one year from the date
set forth above and may be continued thereafter if this Plan is approved with
respect to each Class at least annually by a majority of the Trust's Board of
Trustees and a majority of the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on such Plan. If this Plan is adopted
with respect to a Class after the first annual approval by the Trustees as
described above, this Plan will be effective as to that Class upon execution of
the applicable exhibit pursuant to the provisions of paragraph 6(ii) above and
will continue in effect until the next annual approval of this Plan by the
Trustees and thereafter for successive periods of one year subject to approval
as described above.
8. All material amendments to this Plan must be approved by a vote of the
Board of Trustees of the Trust and of the Disinterested Trustees, cast in person
at a meeting called for the purpose of voting on it.
9. This Plan may not be amended in order to increase materially the costs
which the Funds may bear for distribution pursuant to the Plan without being
approved by a majority vote of the outstanding voting securities of the Funds as
defined in Section 2(a)(42) of the Act.
10. This Plan may be terminated with respect to a particular Fund at any
time by: (a) a majority vote of the Disinterested Trustees; or (b) a vote of a
majority of the outstanding voting securities of the particular Fund as defined
in Section 2(a)(42) of the Act; or (c) by FSC on 60 days notice to the
particular Fund.
11. While this Plan shall be in effect, the selection and nomination of
Disinterested Trustees of the Trust shall be committed to the discretion of the
Disinterested Trustees then in office.
12. All agreements with any person relating to the implementation of this
Plan shall be in writing and any agreement related to this Plan shall be subject
to termination, without penalty, pursuant to the provisions of Paragraph 10
herein.
13. This Plan shall be construed in accordance with and governed by the laws
of the Commonwealth of Pennsylvania.
<PAGE>
EXHIBIT A
to the
Distribution Plan
BLANCHARD FUNDS
Blanchard Global Growth Fund
Blanchard Short-Term Global Income Fund
Blanchard American Equity Fund
Blanchard Flexible Income Fund
Blanchard Short-Term Bond Fund
Blanchard Flexible Tax-Free Bond Fund
Blanchard Worldwide Emerging Markets Fund
Blanchard Growth & Income Fund
Blanchard Capital Growth Fund
This Distribution Plan is adopted by Blanchard Funds with respect to the
Classes of Shares of the portfolios of the Trust set forth above ("Class") .
The fees to be paid by FSC and reimbursed by the Class shall not exceed the
annual rate of .25 of 1% of the average aggregate net asset value of the Shares
of the of Blanchard Short-Term Global Income Fund, Blanchard Flexible Income
Fund, Blanchard Short-Term Bond Fund and Blanchard Flexible Tax-Free Bond Fund,
.50 of 1% of the average aggregate net asset value of the shares of Blanchard
American Equity Fund, Blanchard Worldwide Emerging Markets Fund, Blanchard
Growth & Income Fund and Blanchard Capital Growth Fund, and .75 of 1% of the
average aggregate net asset value of the shares of Blanchard Global Growth Fund,
held during the month.
Witness the due execution hereof this 12th day of July, 1995.
BLANCHARD FUNDS
By: /s/ Joseph A. Machi
Vice President
Exhibit 15(a)(XI) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
RULE 12B-1 AGREEMENT
This Agreement is made between the Financial
Institution executing this Agreement ("Institution") and
Federated Securities Corp ("FSC") For the mutual funds
(referred to individually as the Fund and collectively as
the Funds") for which FSC serves as Distributor of shares of
beneficial interest or capital stock ("Shares") and which
have adopted a Rule 12b-1 Plan ('Plan") and approved this
form of Agreement pursuant to Rule 12b-1 under the
Investment Company Act of 1940. In consideration of the
mutual covenants hereinafter contained, it as hereby agreed
by and between the parties hereto as follows:
1. FSC hereby appoints Institution to render or cause
to be rendered distribution and sales services to the Funds
and their shareholders
2 The services to be provided under Paragraph 1 may
include, but are not limited to, the following:
(a) reviewing the activity in Fund accounts;
(b) providing training and supervision of its
personnel;
(c) maintaining and distributing current copies
of prospectuses and shareholder reports;
(d) advertising the availability of its services
and products;
(e) providing assistance and review in designing
materials to send to customers and potential customers and
developing methods of making such materials accessible to
customers and potential customers; and
(f) responding to customers' and potential
customers questions about the Funds.
3. During the term of this Agreement, FSC will pay the
Institution fees for each Fund as set forth in a written
schedule delivered to the Institution pursuant to this
Agreement. FSC's fee schedule for Institution may be changed
by FSC sending a new fee schedule to Institution pursuant to
Paragraph 12 of this Agreement For the payment period in
which this Agreement becomes effective or terminates, there
shall be an appropriate probation of the fee on the basis of
the number of days that the Rule 12b-1 Agreement is in
effect during the quarter.
4. The Institution will not perform or provide any
duties which would cause it to be a fiduciary with respect
to plans or accounts governed by Section 4975 of the
Internal Revenue Code, as amended. For purposes of that
Section, the Institution understands that any person who
exercises any discretionary authority or discretionary
control with respect to any individual retirement account or
its assets or who renders investment advice for a fee, or
has any authority or responsibility to do so, or has any
discretionary authority or discretionary responsibility in
the administration of such an discount, is a fiduciary.
5. The Institution understands that the Department of
Labor views ERISA as prohibiting fiduciaries of
discretionary ERISA assets from receiving fees or other
compensation from funds in which the fiduciary s
discretionary ERISA assets are invested, except to the
extent permitted by PTE 77-3 and PTE 77-4. To date, the
Department of Labor has not issued any exemptive order or
Advisory opinion that would exempt fiduciaries from this
interpretation. Without specific authorization from the
Department of Labor, fiduciaries should carefully avoid
investing discretionary assets in any fund pursuant to an
arrangement where the fiduciary is to be compensated by the
fond for such investment. Receipt of such compensation could
violate ERISA provisions against fiduciary self-dealing and
conflict of interest and could subject the Fiduciary to
substantial penalties.
6. The Institution agrees not to solicit or cause to
be solicited directly, or indirectly at any time in the
future any proxies from the shareholders of any or all of
the Funds in opposition to proxies solicited by management
of the Fund or Funds, unless a court of competent
jurisdiction shall so direct or shall have determined that
the conduct of a majority of the Board of Directors or
Trustees of the Fund or Funds constitutes willful
misfeasance, bad faith, gross negligence or reckless
disregard of their duties. This paragraph 6 will survive the
term of this Agreement.
7. With respect to each Fund, this Agreement shall
continue in effect for one year from the date of its
execution, and thereafter for successive periods of one year
if the form of this Agreement is approved at least annually
by the Directors or Trustees of the Fund, including a
majority of the members of the Board of Directors or
Trustees of the Fund who are not interested persons of the
Fund and have no direct or indirect financial interest in
the operation of the Fund's Plan or in any related documents
to the Plan ("Disinterested Directors or Trustees") cast in
person at a meeting called for that purpose.
8. Notwithstanding paragraph 7, this Agreement may be
terminated as follows:
(a) at any time without the payment of any
penalty, by the vote of a majority of the Disinterested
Directors or Trustees of the Fund or by a vote of a majority
of the outstanding voting securities of the Fund as defined
in the Investment Company Act of 1940 on not more than sixty
(60) days' written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of 1940
or upon the termination of the "Distributor's Contract"
between the Fund and FSC; and
(c) by either party to the Agreement without
cause by giving the other party at least sixty (60) days'
written notice of its intention to terminate.
9. The termination of this Agreement with respect to
any one Fund will not cause the Agreement's termination with
respect to any other Fund.
10. The Institution agrees to use its reasonable
efforts to obtain any taxpayer identification number
certification from its customers required under Section 3406
of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide FSC or its designee with timely
written notice of any failure to obtain such taxpayer
identification number certification in order to enable the
implementation of any required backup withholding.
11. This Agreement supersedes any prior service
agreements between the parties for the Funds.
12. This Agreement may be amended by FSC from time to
time by the following procedure. FSC will mail a copy of the
amendment to the Institution's address, as shown below. If
the Institution does not object to the amendment within
thirty (30) days after its receipt, the amendment will
become part of the Agreement. The Institution's objection
must be in writing and be received by FSC within each thirty
days.
13. This Agreement shell be construed in accordance
with the Laws of the Commonwealth of Pennsylvania.
(Institution)
Address
City State
Zip Code
Dated: , 1995
By:
Authorized Signature
Title
Print Name of
Authorized Signature
FEDERATED SECURITIES
CORP.
Federated Investors
Tower
Pittsburgh.
Pennsylvania 15222-3779
By:
James F. Getz,
President
2
BLANCHARD FUNDS
EXHIBIT A
to 12b-1 Agreement
with Federated Securities Corp. ("FSC")
Portfolios
FSC will pay Institution fees for the following
portfolios (the "Funds") effective as of the dates set forth
below:
Name Date
Blanchard Global Growth Fund , 1995
Blanchard Short-Term Global Income Fund , 1995
Blanchard American Equity Fund , 1995
Blanchard Flexible Income Fund , 1995
Blanchard Short-Term Bond Fund , 1995
Blanchard Flexible Tax-Free Bond Fund , 1995
Blanchard Worldwide Emerging Markets Fund , 1995
Blanchard Growth & Income Fund , 1995
Blanchard Capital Growth Fund , 1995
Administrative Fees
1. During the term of this Agreement, FSC will pay
Institution a quarterly fee in respect of each Fund. This
fee will be computed at the annual rate of 0.25% of the
average daily net asset value of Shares of Blanchard Short-
Term Global Income Fund, Blanchard Flexible Income Fund,
Blanchard Short-Term Bond Fund and Blanchard Flexible Tax-
Free Bond Fund, .50 of 1% of the average aggregate net asset
value of Shares of value of the shares of Blanchard
Worldwide Emerging Markets Fund, Blanchard American Equity
Fund, Blanchard Growth & Income Fund and Blanchard Capital
Growth Fund, and .75% of 1% of the average aggregate net
asset value of Shares of Blanchard Global Growth Fund, held
during the quarter in accounts for which the Institution
provides services under this Agreement, so long as the
average net asset value of Shares in each Fund during the
quarter equals or exceeds such minimum amount as FSC shall
from time to time determine and communicate in writing to
the Institution.
2. For the quarterly period in which the Agreement
becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the
number of days that the Agreement is in effect during the
quarter.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Blanchard 100% Treasury Money Market Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 160,428,893
<INVESTMENTS-AT-VALUE> 160,428,893
<RECEIVABLES> 5,160,067
<ASSETS-OTHER> 223,138
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 165,812,098
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 657,539
<TOTAL-LIABILITIES> 657,539
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 165,154,559
<SHARES-COMMON-STOCK> 165,260,846
<SHARES-COMMON-PRIOR> 230,897,250
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 165,154,559
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9,612,788
<OTHER-INCOME> 0
<EXPENSES-NET> 1,973,239
<NET-INVESTMENT-INCOME> 7,639,549
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 7,639,549
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7,639,549
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 212,621,088
<NUMBER-OF-SHARES-REDEEMED> 285,432,758
<SHARES-REINVESTED> 7,175,266
<NET-CHANGE-IN-ASSETS> (65,636,404)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,005,077
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,139,934
<AVERAGE-NET-ASSETS> 201,015,400
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.040
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.040
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> Blanchard American Equity Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 7,973,450
<INVESTMENTS-AT-VALUE> 9,354,161
<RECEIVABLES> 336,145
<ASSETS-OTHER> 94,748
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 9,785,054
<PAYABLE-FOR-SECURITIES> 47,767
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 108,944
<TOTAL-LIABILITIES> 156,711
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,219,364
<SHARES-COMMON-STOCK> 1,000,269
<SHARES-COMMON-PRIOR> 1,483,066
<ACCUMULATED-NII-CURRENT> (11,865)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (959,867)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,380,711
<NET-ASSETS> 9,628,343
<DIVIDEND-INCOME> 107,980
<INTEREST-INCOME> 30,332
<OTHER-INCOME> 0
<EXPENSES-NET> 357,166
<NET-INVESTMENT-INCOME> (218,854)
<REALIZED-GAINS-CURRENT> (304,036)
<APPREC-INCREASE-CURRENT> 1,056,341
<NET-CHANGE-FROM-OPS> 533,451
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 259,191
<NUMBER-OF-SHARES-SOLD> 417,825
<NUMBER-OF-SHARES-REDEEMED> 928,616
<SHARES-REINVESTED> 27,994
<NET-CHANGE-IN-ASSETS> (4,341,999)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (689,720)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 128,735
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 449,690
<AVERAGE-NET-ASSETS> 11,703,182
<PER-SHARE-NAV-BEGIN> 9.420
<PER-SHARE-NII> (0.010)
<PER-SHARE-GAIN-APPREC> 0.450
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.230
<PER-SHARE-NAV-END> 9.630
<EXPENSE-RATIO> 305
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> Blanchard Flexible Income Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 264,137,677
<INVESTMENTS-AT-VALUE> 257,883,046
<RECEIVABLES> 5,875,827
<ASSETS-OTHER> 378,675
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 264,137,548
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,714,464
<TOTAL-LIABILITIES> 1,714,464
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 287,964,673
<SHARES-COMMON-STOCK> 55,757,152
<SHARES-COMMON-PRIOR> 113,566,753
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (742,594)
<ACCUMULATED-NET-GAINS> (18,559,663)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (6,239,332)
<NET-ASSETS> 262,423,084
<DIVIDEND-INCOME> 235,141
<INTEREST-INCOME> 29,159,495
<OTHER-INCOME> 0
<EXPENSES-NET> 5,727,543
<NET-INVESTMENT-INCOME> 23,667,093
<REALIZED-GAINS-CURRENT> (25,650,427)
<APPREC-INCREASE-CURRENT> 9,037,357
<NET-CHANGE-FROM-OPS> 7,054,023
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 178,445
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 23,736,224
<NUMBER-OF-SHARES-SOLD> 22,941,483
<NUMBER-OF-SHARES-REDEEMED> 84,785,272
<SHARES-REINVESTED> 4,034,188
<NET-CHANGE-IN-ASSETS> (287,831,041)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 15,868,184
<OVERDISTRIB-NII-PRIOR> 15,600,252
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,723,672
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,770,965
<AVERAGE-NET-ASSETS> 363,156,267
<PER-SHARE-NAV-BEGIN> 4.850
<PER-SHARE-NII> 0.300
<PER-SHARE-GAIN-APPREC> (0.130)
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.310
<PER-SHARE-NAV-END> 4.710
<EXPENSE-RATIO> 158
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> Blanchard Flexible Tax-Free Bond Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 16,902,792
<INVESTMENTS-AT-VALUE> 17,256,175
<RECEIVABLES> 2,226,458
<ASSETS-OTHER> 61,211
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 19,543,844
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 48,282
<TOTAL-LIABILITIES> 48,282
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 20,737,821
<SHARES-COMMON-STOCK> 3,877,709
<SHARES-COMMON-PRIOR> 4,873,296
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (12,275)
<ACCUMULATED-NET-GAINS> (1,583,367)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 353,383
<NET-ASSETS> 19,495,562
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,244,175
<OTHER-INCOME> 0
<EXPENSES-NET> 211,741
<NET-INVESTMENT-INCOME> 1,032,434
<REALIZED-GAINS-CURRENT> (1,143,934)
<APPREC-INCREASE-CURRENT> 1,890,650
<NET-CHANGE-FROM-OPS> 1,779,150
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,032,434
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 12,875
<NUMBER-OF-SHARES-SOLD> 2,686,852
<NUMBER-OF-SHARES-REDEEMED> 3,854,437
<SHARES-REINVESTED> 171,998
<NET-CHANGE-IN-ASSETS> (3,771,497)
<ACCUMULATED-NII-PRIOR> 600
<ACCUMULATED-GAINS-PRIOR> (439,433)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 151,593
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 459,760
<AVERAGE-NET-ASSETS> 20,212,400
<PER-SHARE-NAV-BEGIN> 4.770
<PER-SHARE-NII> 0.240
<PER-SHARE-GAIN-APPREC> 0.260
<PER-SHARE-DIVIDEND> 0.230
<PER-SHARE-DISTRIBUTIONS> 0.010
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 5.030
<EXPENSE-RATIO> 100
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> Blanchard Global Growth Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 85,030,348
<INVESTMENTS-AT-VALUE> 87,327,076
<RECEIVABLES> 2,407,266
<ASSETS-OTHER> 1,516,999
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 91,251,341
<PAYABLE-FOR-SECURITIES> 3,746,085
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 417,379
<TOTAL-LIABILITIES> 4,163,464
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 87,241,249
<SHARES-COMMON-STOCK> 8,972,356
<SHARES-COMMON-PRIOR> 10,937,349
<ACCUMULATED-NII-CURRENT> 1,644,700
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4,098,048)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,299,976
<NET-ASSETS> 87,087,877
<DIVIDEND-INCOME> 1,011,758
<INTEREST-INCOME> 2,203,012
<OTHER-INCOME> 0
<EXPENSES-NET> 2,469,377
<NET-INVESTMENT-INCOME> 745,393
<REALIZED-GAINS-CURRENT> (3,163,377)
<APPREC-INCREASE-CURRENT> 786,906
<NET-CHANGE-FROM-OPS> (1,631,078)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 2,156,307
<NUMBER-OF-SHARES-SOLD> 1,720,511
<NUMBER-OF-SHARES-REDEEMED> 3,905,396
<SHARES-REINVESTED> 219,892
<NET-CHANGE-IN-ASSETS> (22,717,565)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (153,066)
<OVERDISTRIB-NII-PRIOR> 334,578
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 983,753
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,469,377
<AVERAGE-NET-ASSETS> 98,375,300
<PER-SHARE-NAV-BEGIN> 10.040
<PER-SHARE-NII> 0.080
<PER-SHARE-GAIN-APPREC> (0.190)
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.220
<PER-SHARE-NAV-END> 9.710
<EXPENSE-RATIO> 251
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> Blanchard Precious Metals, Inc. Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 81,447,712
<INVESTMENTS-AT-VALUE> 75,994,976
<RECEIVABLES> 2,222,459
<ASSETS-OTHER> 73,396
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 78,290,831
<PAYABLE-FOR-SECURITIES> 1,488,195
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,520,775
<TOTAL-LIABILITIES> 3,008,970
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 83,303,714
<SHARES-COMMON-STOCK> 10,570,288
<SHARES-COMMON-PRIOR> 7,800,790
<ACCUMULATED-NII-CURRENT> (166,448)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (2,402,669)
<ACCUM-APPREC-OR-DEPREC> (5,452,736)
<NET-ASSETS> 75,281,861
<DIVIDEND-INCOME> 480,104
<INTEREST-INCOME> 280,575
<OTHER-INCOME> 0
<EXPENSES-NET> 1,881,774
<NET-INVESTMENT-INCOME> (1,121,095)
<REALIZED-GAINS-CURRENT> 254,076
<APPREC-INCREASE-CURRENT> (3,793,965)
<NET-CHANGE-FROM-OPS> (4,660,984)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 11,025,117
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,822,619
<NUMBER-OF-SHARES-REDEEMED> 8,527,815
<SHARES-REINVESTED> 1,474,694
<NET-CHANGE-IN-ASSETS> 7,188,990
<ACCUMULATED-NII-PRIOR> (7,356)
<ACCUMULATED-GAINS-PRIOR> 1,240,149
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 756,766
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,881,774
<AVERAGE-NET-ASSETS> 756,766,000
<PER-SHARE-NAV-BEGIN> 8.730
<PER-SHARE-NII> (0.020)
<PER-SHARE-GAIN-APPREC> (0.410)
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 1.090
<RETURNS-OF-CAPITAL> 0.090
<PER-SHARE-NAV-END> 7.120
<EXPENSE-RATIO> 249
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> Blanchard Short-Term Bond Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 23,141,680
<INVESTMENTS-AT-VALUE> 22,952,464
<RECEIVABLES> 543,554
<ASSETS-OTHER> 96,200
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 23,592,218
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 147,711
<TOTAL-LIABILITIES> 147,711
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 24,355,402
<SHARES-COMMON-STOCK> 7,985,358
<SHARES-COMMON-PRIOR> 14,460,795
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (58,696)
<ACCUMULATED-NET-GAINS> (662,983)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (189,216)
<NET-ASSETS> 23,444,507
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,934,317
<OTHER-INCOME> 0
<EXPENSES-NET> 431,437
<NET-INVESTMENT-INCOME> 1,502,880
<REALIZED-GAINS-CURRENT> (572,264)
<APPREC-INCREASE-CURRENT> 443,090
<NET-CHANGE-FROM-OPS> 1,373,706
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,502,880
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 18,912
<NUMBER-OF-SHARES-SOLD> 7,207,260
<NUMBER-OF-SHARES-REDEEMED> 14,143,317
<SHARES-REINVESTED> 460,620
<NET-CHANGE-IN-ASSETS> (18,936,653)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (128,863)
<OVERDISTRIB-NII-PRIOR> (189,258)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 235,737
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 666,100
<AVERAGE-NET-ASSETS> 31,431,600
<PER-SHARE-NAV-BEGIN> 2.930
<PER-SHARE-NII> 0.150
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.140
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 2.940
<EXPENSE-RATIO> 138
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> Blanchard Short-Term Global Income Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 228,441,795
<INVESTMENTS-AT-VALUE> 229,015,120
<RECEIVABLES> 58,303,925
<ASSETS-OTHER> 5,744,281
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 293,063,326
<PAYABLE-FOR-SECURITIES> 50,456,095
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,737,783
<TOTAL-LIABILITIES> 59,193,878
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 259,231,663
<SHARES-COMMON-STOCK> 141,135,916
<SHARES-COMMON-PRIOR> 298,791,806
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 12,018,933
<ACCUMULATED-NET-GAINS> (10,744,046)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,599,236)
<NET-ASSETS> 233,869,448
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 27,791,428
<OTHER-INCOME> 0
<EXPENSES-NET> 5,615,182
<NET-INVESTMENT-INCOME> 22,176,246
<REALIZED-GAINS-CURRENT> (44,398,143)
<APPREC-INCREASE-CURRENT> 15,576,577
<NET-CHANGE-FROM-OPS> (6,645,320)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 22,509,967
<NUMBER-OF-SHARES-SOLD> 46,167,838
<NUMBER-OF-SHARES-REDEEMED> 214,657,986
<SHARES-REINVESTED> 10,834,258
<NET-CHANGE-IN-ASSETS> (301,271,643)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 123,131
<OVERDISTRIB-NII-PRIOR> 18,495,810
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,811,067
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,797,267
<AVERAGE-NET-ASSETS> 374,808,933
<PER-SHARE-NAV-BEGIN> 1.790
<PER-SHARE-NII> 0.100
<PER-SHARE-GAIN-APPREC> (0.130)
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.100
<PER-SHARE-NAV-END> 1.660
<EXPENSE-RATIO> 151
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 9
<NAME> Blanchard Worldwide Emerging Markets Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 12,946,228
<INVESTMENTS-AT-VALUE> 11,555,008
<RECEIVABLES> 640,230
<ASSETS-OTHER> 750,166
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 12,945,404
<PAYABLE-FOR-SECURITIES> 762,573
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 44,779
<TOTAL-LIABILITIES> 807,352
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 16,198,715
<SHARES-COMMON-STOCK> 1,895,181
<SHARES-COMMON-PRIOR> 1,007,868
<ACCUMULATED-NII-CURRENT> (115,247)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,552,372)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,393,044)
<NET-ASSETS> 12,138,052
<DIVIDEND-INCOME> 122,193
<INTEREST-INCOME> 187,123
<OTHER-INCOME> 0
<EXPENSES-NET> 516,016
<NET-INVESTMENT-INCOME> (206,700)
<REALIZED-GAINS-CURRENT> (2,459,682)
<APPREC-INCREASE-CURRENT> (1,382,453)
<NET-CHANGE-FROM-OPS> (4,048,835)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,641,403
<NUMBER-OF-SHARES-REDEEMED> 1,754,090
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,095,483
<ACCUMULATED-NII-PRIOR> (707)
<ACCUMULATED-GAINS-PRIOR> (184,850)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 174,720
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 606,313
<AVERAGE-NET-ASSETS> 13,977,600
<PER-SHARE-NAV-BEGIN> 7.980
<PER-SHARE-NII> (0.110)
<PER-SHARE-GAIN-APPREC> (1.470)
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 6.400
<EXPENSE-RATIO> 359
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> Blanchard Growth & Income Fund
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Oct-31-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 3,807,351
<INVESTMENTS-AT-VALUE> 4,001,984
<RECEIVABLES> 0
<ASSETS-OTHER> 81,715
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,083,699
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 113,615
<TOTAL-LIABILITIES> 113,615
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,763,343
<SHARES-COMMON-STOCK> 538,628
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (13,733)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 25,841
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 194,633
<NET-ASSETS> 3,970,084
<DIVIDEND-INCOME> 11,975
<INTEREST-INCOME> 19,602
<OTHER-INCOME> 0
<EXPENSES-NET> 43,191
<NET-INVESTMENT-INCOME> (11,614)
<REALIZED-GAINS-CURRENT> 25,841
<APPREC-INCREASE-CURRENT> 194,633
<NET-CHANGE-FROM-OPS> 208,860
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,119
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 872,955
<NUMBER-OF-SHARES-REDEEMED> 334,625
<SHARES-REINVESTED> 298
<NET-CHANGE-IN-ASSETS> 3,970,084
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,310
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 45,267
<AVERAGE-NET-ASSETS> 1,340,105
<PER-SHARE-NAV-BEGIN> 7.000
<PER-SHARE-NII> (0.020)
<PER-SHARE-GAIN-APPREC> 0.400
<PER-SHARE-DIVIDEND> 0.010
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 7.370
<EXPENSE-RATIO> 410
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> Blanchard Capital Growth Fund
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Oct-31-1995
<PERIOD-END> Apr-30-1995
<INVESTMENTS-AT-COST> 1,478,450
<INVESTMENTS-AT-VALUE> 1,555,296
<RECEIVABLES> 4,213
<ASSETS-OTHER> 79,615
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,639,124
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 106,095
<TOTAL-LIABILITIES> 106,095
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,462,120
<SHARES-COMMON-STOCK> 212,388
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (23,760)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 17,822
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 76,846
<NET-ASSETS> 1,533,028
<DIVIDEND-INCOME> 3,914
<INTEREST-INCOME> 4,227
<OTHER-INCOME> 0
<EXPENSES-NET> 31,901
<NET-INVESTMENT-INCOME> (23,760)
<REALIZED-GAINS-CURRENT> 17,822
<APPREC-INCREASE-CURRENT> 76,846
<NET-CHANGE-FROM-OPS> 70,908
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 290,896
<NUMBER-OF-SHARES-REDEEMED> 78,508
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,533,028
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,431
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 32,771
<AVERAGE-NET-ASSETS> 628,988
<PER-SHARE-NAV-BEGIN> 7.000
<PER-SHARE-NII> (0.110)
<PER-SHARE-GAIN-APPREC> 0.330
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 7.220
<EXPENSE-RATIO> 645
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
