As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 33-8441
File No. 811-4828
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 19 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 21 [X]
BAILARD, BIEHL & KAISER FUND GROUP
(Exact name of registrant as specified in charter)
950 Tower Lane, Suite 1900
Foster City, California 94404-2131
(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 882-8383
THOMAS E. BAILARD, Chairman
BAILARD, BIEHL & KAISER FUND GROUP
950 Tower Lane, Suite 1900
Foster City, California 94404-2131
(Name and address of agent for service of process)
Copies to:
ANDRE W. BREWSTER, ESQ.
HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN, A PROFESSIONAL CORPORATION
Three Embarcadero Center, 7th Floor
San Francisco, CA 94111-4065
Approximate date of proposed public offering: As soon as practicable after the
effective date of this registration statement.
It is proposed that this filing will become effective (check appropriate
box):
[X] Immediately upon filing pursuant to paragraph (b)
[ ] On ___________, pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On ___________, pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On ___________, pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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<PAGE>
As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 33-8441
File No. 811-4828
================================================================================
Part A
of
Form N-1A
REGISTRATION STATEMENT
BAILARD, BIEHL & KAISER FUND GROUP
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<PAGE>
Part A
The Bailiard Biehl & Kaiser Diversa Fund Prospectus dated January 27, 2000 filed
under Post-Effective Amendment No. 18 on November 24, 1999 is incorporated
herein by reference in its entirety.
1
<PAGE>
As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 33-8441
File No. 811-4828
================================================================================
Part B
of
Form N-1A
REGISTRATION STATEMENT
BAILARD, BIEHL & KAISER FUND GROUP
================================================================================
<PAGE>
Part B
The Bailiard Biehl & Kaiser Diversa Fund Statement of Additional Information
dated January 27, 2000 filed under Post-Effective Amendment No. 18 on November
24, 1999 is incorporated herein by reference in its entirety
B-1
<PAGE>
As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 33-8441
File No. 811-4828
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Part C
of
Form N-1A
REGISTRATION STATEMENT
BAILARD, BIEHL & KAISER FUND GROUP
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<PAGE>
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
1 Declaration of Trust of Registrant, dated August 27, 1986 as amended
January 3, 1989.
2 By-Laws of Registrant dated August 27, 1986, as amended June 15, 1990.
3 Inapplicable.
4 Amended Investment Advisory And Management Agreement by and between
Registrant and Bailard, Biehl & Kaiser, Inc., dated as of March 15,
1980 (incorporated by reference to Exhibit 5 of Post-Effective
Amendment No. 16 to Registrant's Form N-1A Registration Statement
dated June 29, 1998).
5 Distribution Agreement by and between Registrant and BB&K Fund
Services, Inc., dated as of March 15, 1980 (incorporated by reference
to Exhibit 6 of Post-Effective Amendment No. 16 to Registrant's Form
N-1A Registration Statement dated June 29, 1998).
6 Not applicable.
7.1 Custodian Agreement by and between Registrant and Brown Brothers
Harriman & Co., dated as of September 24, 1990, as amended December
22, 1995 and June 15, 1998.
7.2 Foreign Custody Manager Delegation Agreement between Registrant and
Brown Brothers Harriman & Co., dated as of June 15, 1998.
8 Administration Agreement between Registrant and Investment Company
Administration Corporation, dated as of April 1, 1994, as amended as
of July 1, 1995 (incorporated by reference to Exhibit 9 of
Post-Effective Amendment No 16 to Registrant's Form N-1A Registration
Statement dated June 29, 1998).
9 Opinion and Consent of Counsel (incorporated by reference to Exhibit
10 of Post-Effective Amendment No. 16 to Registrant's Form N-1A
Registration Statement dated June 29, 1998).
10 Consent of Independent Accountants - File herewith.
11 Not applicable.
12 Investment letter provided in connection with the shares issued to
raise initial capital (incorporated by reference to Exhibit 13 of
Post-Effective Amendment No. 16 to Registrant's Form N-1A Registration
Statement dated June 29, 1998).
13 Inapplicable.
14 Inapplicable. [No longer required].
15 Inapplicable.
C-1
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Registrant's organization has been sponsored by Bailard, Biehl & Kaiser,
Inc. ("Bailard, Biehl & Kaiser"), a California corporation and a wholly owned
subsidiary of BB&K Holdings, Inc., a California corporation ("Holdings"). Thomas
E. Bailard, Burnice E. Sparks, Jr., Barbara V. Bailey, Janis M. Horne, and Sofi
Kyriakidis, who are officers and/or Trustees of Registrant, are also officers
and/or Directors of Holdings, Bailard, Biehl & Kaiser and/or BB&K Fund Services,
Inc. ("Fund Services"), a California corporation and a wholly owned subsidiary
of Holdings. Ms. Bailey, Mr. Bailard, Mr. Sparks, Ms. Bailey and Ms. Horne are
also each shareholders of Holdings. Registrant's shares of common stock are
offered to investment advisory or counselling clients and employees (including
officers and relatives of employees and officers) and Directors of Bailard,
Biehl & Kaiser. As a result, Holdings, Bailard, Biehl & Kaiser and/or Fund
Services may be deemed to be directly or indirectly under common control with
Registrant.
Mr. Sparks, Ms. Bailey, Ms. Horne and Ms. Kyriakidis, who are officers
and/or Trustees of Registrant, are also officers and/or Directors of Bailard,
Biehl & Kaiser International Fund Group, Inc. (the "International Fund Group"),
a Maryland corporation and a registered investment company. Shirley L. Clayton,
Scott F. Wilson and James C. Van Horne, Trustees of Registrant, are also
Directors of the International Fund Group. Bailard, Biehl & Kaiser serves as the
investment adviser to each series of the International Fund Group. As a result,
the International Fund Group may be deemed to be directly or indirectly under
common control with Registrant.
ITEM 25. INDEMNIFICATION.
Registrant participates in a policy of insurance which insures the Trust
and its Trustees, officers and employees against any liability arising by reason
of any actual or alleged breach of duty, neglect, error, misstatement,
misleading statement or other act or omission within the scope of their duties.
Reference is made to Sections 5.1, 5.2, 5.3 and 5.4 of the Declaration of
Trust (see Exhibit 1 to this Registration Statement) and Article XI of the
By-Laws (see Exhibit 2 to this Registration Statement), which reflect the
positions taken in Investment Company Act Release 11330.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, officer
or controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
C-2
<PAGE>
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Bailard, Biehl & Kaiser is the investment adviser of the Registrant. The
other business, profession, vocation or employment of a substantial nature in
which the Directors and officers of Bailard, Biehl & Kaiser who are Trustees or
officers of Registrant have been engaged for the past two fiscal years are as
follows:
<TABLE>
<CAPTION>
Position(s) With
Name Bailard, Biehl & Kaiser Other Principal Occupations
- ---- ----------------------- ---------------------------
<S> <C> <C>
Thomas E. Bailard Chairman of the Board Chairman of the Board, Chief
and Chief Executive Officer Executive Officer and President of Holdings; Chairman
of the Board of Fund Services Inc.; Chairman of the
Board and Trusteee of Registrant; Chairman of
Bailard, Biehl & Kaiser REIT
Peter M. Hill Chief Investment Officer Director of Fund Services; Chairman of
and Director the Board of the International Fund
Group
Burnice E. Sparks, Jr. President and Director Chief Executive Officer and Director of Fund
Services; President of Registrant; President and
Director of the International Fund Group
Barbara V. Bailey Senior Vice President Senior Vice President and Treasurer of
and Treasurer/Secretary Holdings; Secretary of Fund Services; Treasurer
of Registrant and the International Fund Group;
Treasurer and Secretary of Bailard, Biehl &
Kaiser REIT
Janis M. Horne Senior Vice President and Secretary and Chief Compliance Officer
Chief Compliance Officer of Registrant and the International Fund Group
</TABLE>
For additional information as to any other business, profession, vocation
or employment of a substantial nature of Bailard, Biehl & Kaiser, its Directors
and officers, reference is made to Part B of this Registration Statement and to
Form ADV, as amended on June 22, 1998, filed under the Investment Advisers Act
of 1940 by Bailard, Biehl & Kaiser, SEC File No. 801-8562. The principal
business address of Bailard, Biehl & Kaiser and each Director and officer of
Bailard, Biehl & Kaiser is 950 Tower Lane, Suite 1900, Foster City, CA 94404.
ITEM 27. PRINCIPAL UNDERWRITERS.
Fund Services, located at 950 Tower Lane, Suite 1900, Foster City,
California 94404, is the principal underwriter for the Registrant and for the
International Fund Group. Certain information with respect to the officers and
Directors of Fund Services is set forth below. The principal business address of
each such person is 950 Tower Lane, Suite 1900, Foster City, California, 94404.
C-3
<PAGE>
<TABLE>
<CAPTION>
Name Position(s) With Fund Services Other Principal Occupations
- ---- ------------------------------ ---------------------------
<S> <C> <C>
Thomas E. Bailard Chairman of the Board Chairman of the Board and Chief Executive
Officer of Holdings; Chairman of the Board
and Chief Executive Officer of Bailard,
Biehl & Kaiser; Chairman of the Board and
Trustee of Registrant; Chairman of
Bailard, Biehl & Kaiser REIT
Peter M. Hill Director Chief Investment Officer and Director of
Bailard, Biehl & Kaiser; Chairman of the
Board of the International Fund Group
Burnice E. Sparks, Jr. Chief Executive Officer President and Director of
and Director Bailard, Biehl & Kaiser; President
of Registrant; President and Director of the
International Fund Group
Sofi Kyriakidis Treasurer Employee of the Adviser since
November 1995, most recently as Vice
President. Assistant Treasurer and
Assistant Secretary of the International
Fund Group since September 1996. Assistant
Treasurer of the REIT since June 1996.
Correspondence Specialist of Franklin
Resources, Inc. from July 1994 to May 1995.
Barbara V. Bailey Secretary Senior Vice President and
Treasurer/Secretary of Bailard, Biehl &
Kaiser; Senior Vice President and Treasurer
of Holdings; Treasurer of Registrant and the
International Fund Group; Treasurer and
Secretary of Bailard, Biehl & Kaiser REIT
</TABLE>
C-4
<PAGE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
Name and Address of Persons Records, Books and
Maintaining Physical Possession Accounts Required by:
- ------------------------------- ---------------------
Brown Brothers Harriman & Co. Rule 31a-1(b)(1),
40 Water Street (2)(i-iii), (3), (8), (9)
Boston, MA 02109
Bailard, Biehl & Kaiser Fund Group Rule 31a-1(b)(4),
950 Tower Lane, Suite 1900 (5), (6), (7), (10), (11)
Foster City, CA 94404
Chase Global Funds Services Company Rule 31a-1(b)(2)(iv)
73 Tremont St.
Boston, MA 02108-3913
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Registrant undertakes to furnish each person to whom a Prospectus is
delivered with a copy of Registrant's latest annual report to shareholders,
upon request and without charge.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets the
requirements for effectiveness of the Amendment under Rule 485(b) of the
Securities Act of 1933 and that the Registrant has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Foster City, State of California, on the 27th
day of January, 2000.
BAILARD, BIEHL & KAISER FUND GROUP
By: /s/ Thomas E. Bailard
------------------------------------
Thomas E. Bailard
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas E. Bailard Chairman and Trustee January 27, 2000
- -------------------------
Thomas E. Bailard(1)
/s/ Burnice E. Sparks, Jr. President and Trustee January 27, 2000
- -------------------------
Burnice E. Sparks, Jr.
/s/ Barbara V. Bailey Treasurer January 27, 2000
- -------------------------
Barbara V. Bailey(2)
/s/ Shirley L. Clayton Trustee January 27, 2000
- -------------------------
Shirley L. Clayton
/s/ Scott F. Wilson Trustee January 27, 2000
- -------------------------
Scott F. Wilson
/s/ James C. Van Horne Trustee January 27, 2000
- -------------------------
James C. Van Horne
- ----------
(1) Principal Executive Officer
(2) Principal Financial Officer
C-6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 19 to the registration statement on Form N1-A (the "Registration
Statement") of our report dated November 18, 1999, relating to the financial
statements and financial highlights appearing in the September 30, 1999 Annual
Report to Stockholders of Bailard, Biehl & Kaiser Diversa Fund, portions of
which are incorporated by reference in the Registration Statement. We also
consent to the references to us under the headings "Financial Highlights" and
"Experts" in the Prospectus.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
San Francisco, California
February 3, 2000
