1933 Act File No. 33-30950
1940 Act File No. 811-5900
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933X
Pre-Effective Amendment No.
Post-Effective Amendment No. 16 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 X
Amendment No. 16 X
THE STARBURST FUNDS
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-
3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule
485.
Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940, and:
X filed the Notice required by that Rule on December 15,
1993; or
intends to file the Notice required by that Rule on or
about ____________; or
during the most recent fiscal year did not sell any
securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940, and, pursuant to Rule 24f-2(b)(2),
need not file the Notice.
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CROSS REFERENCE SHEET
This Amendment to the Registration Statement of THE
STARBURST FUNDS, which is comprised of 5 portfolios, (1) The
Starburst Government Money Market Fund-Trust Shares and
Investment Shares, (2) The Starburst Money Market Fund-Trust
Shares and Investment Shares (3) The Starburst Government
Income Fund, (4) The Starburst Government Fund and (5) The
Starburst Equity Fund relates only to one of the portfolios,
The Starburst Equity Fund, and is comprised of the
following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page (1-5) Cover Page.
Item 2. Synopsis (1-5) Summary of Fund
Expenses.
Item 3. Condensed Financial
Information (1-5) Performance Information.
Item 4. General Description of
Registrant (1-5) General Information;
Investment Information;
Investment Objective;
Investment Policies;
Investment Limitations; (2-4)
Investment Risks; (3)
Municipal Bonds; Municipal
Bond Insurance (1 and 2) Other
Classes of Shares.
Item 5. Management of the Fund (1-5) The Starburst Funds
Information; Management of The
Starburst Funds; Distribution
of (Investment, Trust or Fund)
Shares; Administration of the
Fund (and Investment Shares or
Trust Shares); Expenses of the
Fund (and Investment or Trust
Shares); Distribution Plan
(applies only to Portfolios 3,
4 and 5 named above and the
Investment Shares of
Portfolios 1 and 2 above);
Administrative Arrangements
(Trust Shares only);
Shareholder Servicing
Arrangements (applies only to
Portfolios 3, 4 and 5 named
above and the Investment
Shares of Portfolios 1 and 2
above).
Item 6. Capital Stock and Other
Securities (1-5)Dividends; Capital Gains;
Shareholder Information;
Voting Rights; Massachusetts
Partnership Law; Effect of
Banking Laws; Federal Income
Tax; (3) Pennsylvania
Corporate and Personal
Property Taxes; Other State
and Local Taxes.
Item 7. Purchase of Securities Being
Offered (1-5) Net Asset Value;
Investing in (Investment
Shares, Trust Shares or the
Fund); Share Purchases;
Minimum Investment Required;
What Shares Cost; Systematic
Investment Program;
Certificates and
Confirmations; Purchases at
Net Asset Value; Sales Charge
Reallowance; Reducing the
Sales Charge.
Item 8. Redemption or Repurchase (1-5) Retirement Plans; (1-5)
Exchange Privilege; (1-5)
Redeeming (Investment or
Trust) Shares; By Telephone;
By Mail; Redemption Before
Purchase Instruments Clear;
Systematic Withdrawal Program;
Accounts with Low Balances;
Redemption in Kind.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION.
Item 10. Cover Page (1-5) Cover Page.
Item 11. Table of Contents (1-5) Table of Contents.
Item 12. General Information and
History (1-5) General Information
About the Fund.
Item 13. Investment Objectives and
Policies (1-5) Investment Objectives
and Policies.
Item 14. Management of the Fund (1-5) The Starburst Funds
Management.
Item 15. Control Persons and Principal
Holders of Securities Not Applicable.
Item 16. Investment Advisory and Other
Services (1-5) Investment Advisory
Services; Administrative
Services; Distribution Plan
(applies only to Portfolio 3
and 4 named above and the
Investment Shares of
Portfolios 1 and 2 above); (4)
Investment Management
Services.
Item 17. Brokerage Allocation (1-5) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not Applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered (1-5) Purchasing (Investment
or Trust) Shares; Determining
Net Asset Value; (3-5) Exchang
Privilege; Redeeming
(Investment or Trust) Shares.
Item 20. Tax Status (1-5) Tax Status.
Item 21. Underwriters Not Applicable.
Item 22. Calculation of Performance
Data (1, 2, 4 and 5) Yield; (1, 2
and 4) Effective Yield; (3, 5)
Total Return; Yield (3) Tax-
Equivalent Yield; (1-5)
Performance Comparisons.
Item 23. Financial Statements (1-5) Financial Statements (to
be filed by amendment)
Part A and Part B are incorporated by reference to Registrant's
Post-Effective Amendment No. 10 filed October 14, 1993 (File Nos.
33-30950 and 811-5900).
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (to be filed by amendment)
(b) Exhibits:
(1) Copy of Declaration of Trust of the
Registrant (1.);
(i) Amendment Nos. 1, 2, 3, 4, 5 to
Declaration of Trust dated August 7,
1989 (2., 3., 5.);
(ii) Amendment No. 6 to the Declaration of
Trust dated August 7, 1989 (7.);
(iii) Amendment No. 7 to the
Declaration of Trust dated August 7,
1989 (8.);
(2) Copy of By-Laws of the Registrant (1.);
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of
Beneficial Interest of the Registrant (11.);
+ Exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's
Initial Registration Statement on Form N-1A filed September
7, 1989. (File Nos. 33-30950 and 811-5900).
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 filed on Form N-1A November 16,
1989 (File Nos. 33-30950 and 811-5900).
3. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed May 21, 1990.
(File Nos. 33-30950 and 811-5900)
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 2 on Form N-1A filed May 23, 1990.
(File Nos. 33-30950 and 811-5900)
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 3 on Form N-1A filed September 11,
1991. (File Nos. 33-30950 and 811-5900)
6. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed January 9,
1992. (File Nos. 33-30950 and 811-5900)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed February 14,
1992. (File Nos. 33-30950 and 811-5900)
8. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed May 27, 1992.
(File Nos. 33-30950 and 811-5900)
9. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 8 on Form N-1A filed September 25,
1992. (File Nos. 33-30950 and 811-5900)
10. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 9 on Form N-1A filed December 22,
1992. (File Nos. 33-30950 and 811-5900)
11. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 10 on Form N-1A filed October 14,
1992. (File Nos. 33-30950 and 811-5900)
(5) Copy of Investment Advisory Contract of the
Registrant (5.);
(i) Copy of Exhibits C and D to the Advisory
Contract (7.);
(ii) Form of new Investment Advisory
Contract;+
(iii) Conformed Copy of Exhibit A
to Investment Management Contract;+
(6) Copy of Distributor's Contract of the
Registrant (5.);
(i) Copy of Exhibits C and D to the
Distributor's Contract (7.);
(ii) Conformed Copy of Exhibit E to
Distributor's Contract;+
(7) Not applicable;
(8) Copy of new Custodian Agreement of the
Registrant (7.);
(9) Copy of Agency Agreement of the Registrant
(5.);
(i) Conformed copy of Fund Accounting and
Shareholder Recordkeeping Agreement
(7.);
(10) Copy of Opinion and Consent of Counsel
as to legality of shares being
registered (2.);
(11) (i) Copy of Consent of the Independent
Auditors;
(12) Not applicable;
(13) Copy of Initial Capital Understanding
(2.);
(14) Not applicable;
(15) (i) Copy of Distribution Plan (5.);
(ii) Copy of 12b-1 Agreement (5.);
(iii) Copy of Exhibits C and D to
the Distribution Plan (7.);
(iv) Copy of Amendment No. 2 to the Rule 12b-
1 Agreement (7.);
(v) Conformed Copy of Exhibit E to
Distribution Plan;+
(16) Schedule for Computation of Fund
Performance Data (9.);
(17) Conformed Copy of Power of Attorney
(12.);
(18) Not Applicable.
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 filed on Form N-1A November 16,
1989 (File Nos. 33-30950 and 811-5900).
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 3 on Form N-1A filed September 11,
1991. (File Nos. 33-30950 and 811-5900)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 5 on Form N-1A filed February 14,
1992. (File Nos. 33-30950 and 811-5900)
9. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 8 on Form N-1A filed September 25,
1992. (File Nos. 33-30950 and 811-5900)
10. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 9 on Form N-1A filed December 22,
1992. (File Nos. 33-30950 and 811-5900)
12. Response is incorporated by reference to Registrant's
Post- Effective Amendment No. 15 on Form N-1A filed
April 8, 1994. (File Nos. 33-30950 and 811-5900)
Item 25. Persons Controlled by or Under Common Control with
Registrant
None
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of May 27, 1994
The Starburst Government Income Fund3,099
The Starburst Government Money
Market Fund-Investment Shares 35
The Starburst Government Money
Market Fund-Trust Shares 9
The Starburst Money Market Fund-
Investment Shares 203
The Starburst Money Market Fund-
Trust Shares 6
The Starburst Municipal Income Fund 1220
Item 27. Indemnification: (4.)
Item 28. Business and Other Connections of Investment Adviser:
For a description of the other business of Central Bank
of the South, the investment adviser, see the section
entitled "Management of the Starburst Funds" in Part A.
The Executive Officers of the investment adviser are:
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 2 on Form N-1A filed May 23, 1990.
(File No. 33-30950)
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment
D. Paul Jones, Jr. Chairman, President, Chairman, Chief
Chief Executive Officer, Executive
Officer,
Treasurer and Director Treasurer
and Director of
Compass
Bancshares, Inc.;
Director of Golden
Enterprises, Inc.
(snack food and
metal fastener
production and
distribution), the
principal business
address of which
is 110 South Sixth
Street,
Birmingham,
Alabama 35205
Byrd Williams Executive Vice President
Christina L. Boles Senior Vice President,
Correspondent and
Investment Services
Division
Harry B. Brock III* Senior Vice President,
Birmingham Region
Ralph H. Cassell Senior Vice President,
Consumer Banking
Robert S. McKean Senior Vice President,
Metropolitan Banking
Michael E. Murry Senior Vice President,
Trust Division
John C. Neiman Senior Vice President,
National Banking
Division
G. Ray Stone Senior Vice President,
Senior Credit Policy
Officer
Randall Reynolds Senior Vice President
and Manager of Retail
Investment Sales
Michael A. Bean Chief Accounting Officer
Jerry W. Powell General Counsel General Counsel and
and Secretary Secretary of
Compass
Bancshares, Inc.
Richard H. Votel Senior Vice President President: Compass
Bancshares
Insurance,
Inc.
Jerry L. Goodson Vice President President: Compass
Brokerage, Inc.
The business address for each of the above-listed persons is 15
South 20th Street, Birmingham, Alabama 35233.
The principal business address of Compass Bank, Compass
Bancshares, Inc. and Compass Bancshares Insurance, Inc. is 15
South 20th Street, Birmingham, Alabama 35233.
*Harry B. Brock III is the son of Harry B. Brock, Jr., a director
of Compass Bank and the brother of Stanley M. Brock, a director of
Compass Bank.
Directors:
Other Substantial Business, Profession
Name and Addresses Vocation or Employment
Harry B. Brock, Jr. Retired since March 31, 1991 as
Chairman of
701 South 32nd Street the Board, Chief Executive Officer and
Birmingham, Alabama 35233 Treasurer of Compass Bancshares, Inc.
and Compass Bank. Mr. Brock is the
father of Stanley M. Brock, a
director of Compass Bank and of Harry
B. Brock III, an officer of Compass
Bank.
Charles W. Daniel President, Dantract, Inc. (real estate
200 Office Park Drive investments), Suite 100, 200 Office
Park
Suite 100 Drive, Birmingham, Alabama 35223.
Birmingham, Alabama 35223
William Eugene Davenport President and Chief Operating Officer
of
Russell Lands, Inc. Russell Lands, Inc. (real estate
1 Willowpoint Road development), 1 Willowpoint Road,
Alexander
Alexander City, Alabama 35010 City, Alabama 35010.
Marshall Durbin, Jr. President of Marshall Durbin &
Company, Inc.
Marshall Durbin & Co., Inc.(poultry processing), 3125
Independence
3125 Independence Drive Drive, Birmingham, Alabama 35209.
Birmingham, Alabama 35209
Tranum Fitzpatrick Chairman of Guiford Company, Inc. and
Fitzpatrick & Associates President of Guiford Capital and
Empire-
2600 East South Boulevard Rouse (real estate investment and
Montgomery, Alabama 36116 development), 2600 East South
Boulevard, Montgomery, Alabama 36116.
D. Paul Jones, Jr. Chairman, Chief Executive Officer and
Compass Bancshares, Inc. Treasurer of Compass Bancshares, Inc.
and
15 South 20th Street Compass Bank; President of Compass
Bank;
Birmingham, Alabama 35233 Director of Golden Enterprises, Inc.
(snack food and metal fastener
production and distribution), 110
South Sixth Street, Birmingham,
Alabama 35205.
G. W. "Red" Leach, Jr. Former proprietor of Red Leach and
Sons
418 Chestnut Street Insurance (insurance sales), 418
Chestnut
Gadsden, Alabama 35901 Street, Gadsden, Alabama 35901.
Goodwin L. Myrick President and Chairman of the Board,
Alabama
Alfa Corporation Farmers Federation, Alfa Corporation,
Alfa
2108 East South Boulevard Insurance Companies and Alfa Services,
Inc.
Montgomery, Alabama 36116 (agriculture and insurance), the
principal address of each of which is
2108 East South Boulevard,
Montgomery, Alabama 36116, and a
dairy farmer; Director of Alfa
Corporation.
John S. Stein President and Chief Executive Officer
of
Golden Enterprises, Inc. Golden Enterprises, Inc. (snack food
and
110 South Sixth Street metal fastener production and
distribution),
Montgomery, Alabama 35205 110 South Sixth Street, Birmingham,
Alabama 35205; Director of Golden
Enterprises, Inc.
Garry Neil Drummond, Sr. Chief Executive Officer of Drummond
Company,
Drummond Company, Inc. Inc. (coal and coke production, real
estate
530 Beacon Parkway West investment), 530 Beacon Parkway West,
Birmingham, Alabama 35209 Birmingham, Alabama 35209.
Stanley M. Brock Partner, Balch & Bingham (law firm),
Balch & Bingham Suite 2600, 1901 Sixth Avenue North,
Suite 2600 Birmingham, Alabama 35203; Mr. Brock
is
1901 Sixth Avenue North the son of Harry B. Brock, Jr., a
director of
Birmingham, Alabama 35203 Compass Bank, and the brother of Harry
B. Brock III, an officer of Compass
Bank.
Directors
Harry B. Brock, Jr. Marshal Durbin, Jr. G.W. "Red" Leach,
Jr.
Stanley M. Brock Garry Neil Drummond, Sr. Goodwin L.
Myrick
William Eugene Davenport Tranum
Fitzpatrick John S. Stein
Charles W. Daniel D. Paul Jones, Jr.
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;
Automated Cash Management Trust; Automated
Government Money Trust; BayFunds; The Biltmore
Funds; The Biltmore Municipal Funds; The Boulevard
Funds; California Municipal Cash Trust; Cambridge
Series Trust; Cash Trust Series, Inc.; Cash Trust
Series II; DG Investor Series; Edward D. Jones &
Co. Daily Passport Cash Trust; 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 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
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; Mark Twain Funds; Marshall Funds, Inc.;
Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; The Monitor
Funds; Municipal Securities Income Trust; New York
Municipal Cash Trust; 111 Corcoran Funds; Peachtree
Funds; The Planters Funds; Portage Funds; RIMCO
Monument Funds; The Shawmut Funds; Short-Term
Municipal Trust; Signet Select Funds; SouthTrust
Vulcan Funds; Star 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; 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 Vice
President,
Federated Investors Tower President, and Treasurer, Treasurer
and
Pittsburgh, PA 15222-3779 Federated Securities Trustee
Corp.
John W. McGonigle Director, Executive Vice Vice
President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John A. Staley, IV Executive Vice President Vice
President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 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
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
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
James R. Ball 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
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
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
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
Richard 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
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
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
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
Thomas E. Territ 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
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
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: (4.)
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 hereby undertakes to file a post-effective
amendment on behalf of The Starburst Equity Fund, using
financial statements which need not be certified,
within four to six months from the effective date of
Registrant's 1933 Act Registration Statement.
4. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 2 on Form N-1A filed May 23, 1990.
(File No. 33-30950)
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant,
THE STARBURST FUNDS,has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 6th day
of June, 1994.
THE STARBURST FUNDS
BY: /s/C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John
June 6, 1994
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 June 6,
1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
1
Exhibit 5(ii) under Form N-1A
Exhibit 5 under Reg.601 S-K
The Starburst Funds
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made between Compass Bank, an Alabama
state member bank located in Birmingham, Alabama (hereinafter
referred to as "Manager"), and Chicago Asset Management
Company, a Delaware corporation located in Chicago, Illinois
(hereinafter referred to as the "Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound
hereby, agree as follows:
1. The Manager, with the approval of the Trustees of The
Starburst Funds (the "Trust"), a Massachusetts business trust,
hereby appoints the Adviser as Investment Adviser for each of
the portfolios (the "Funds") of the Trust with respect to
which Manager and Adviser execute an exhibit to this
Agreement, and Adviser hereby accepts the appointment.
Subject to the direction of the Trustees of the Trust and the
Manager, Adviser shall provide investment research and
supervision of the investments of the Fund and a continuous
program of investment evaluation and of appropriate purchase
and sale or other disposition and reinvestment of the Fund's
assets.
2. For its services under this Agreement, Adviser shall
receive from Manager an annual fee ("the Advisory Fee"), as
set forth in the exhibits hereto. In the event that the fee
due from the Fund to the Manager is reduced in order to meet
expense limitations imposed on the Fund by federal or state
securities laws, rules or regulations, or in the event that
the Manager, in its absolute discretion pursuant to Section 5
of the Investment Management Contract, reduces its
compensation, the Advisory Fee shall be reduced in the same
proportion as is the management fee due from the Trust to the
Manager. In the event the Manager is required, for any reason
whatsoever, to refund any portion of its fees to the Trust,
the Adviser shall refund to the Manager a portion of the
Advisers' Advisory Fee in the same proportion as the refund by
the Manager bears to its total fee paid by the Trust to the
Manager.
3. The Adviser will keep the Trust and the Manager
informed of developments materially affecting the Funds and
shall, on the Adviser's own initiative, furnish to the Trust
and the Manager from time to time whatever information the
Adviser believes appropriate for this purpose. In addition,
the Adviser will furnish to the Trustees of the Trust such
information regarding the Funds or the Adviser as shall be
requested from time to time by the Trustees.
4. The Adviser agrees that it will comply with the
Investment Company Act of 1940, as amended (the "Act"), and
all rules and regulations thereunder, the Investment Advisers
Act of 1940, as amended (the "Advisers Act") and all rules and
regulations thereunder, all applicable federal and state laws,
rules and regulations, all policies and procedures set forth
in the registration statement and prospectuses with respect to
the Funds, and with any applicable procedures adopted by the
Trustees of the Trust or by the Manager.
5. The Adviser agrees that it will make available to the
Manager and the Trust promptly upon their request copies of
all of its investment records and ledgers with respect to the
Fund to assist the Manager and the Trust in monitoring
compliance with the Act and the Advisers Act as well as other
applicable laws, rules and regulations. The Adviser will
furnish the Manager and Trustees of the Trust such periodic
and special reports with respect to the Fund as the Manager or
the Trustees may reasonably request.
6. The Adviser agrees that it will immediately notify the
Manager and the Trust in the event that the Adviser or any of
its affiliates: (i) becomes subject to a statutory
disqualification that prevents the Adviser from serving as
investment adviser pursuant to this Agreement; or (ii) is or
expects to become the subject of an administrative proceeding
or enforcement action by the Securities and Exchange
Commission ("SEC") or other regulatory authority. The Adviser
has provided the information about itself set forth in the
Trust's Registration Statement on Form N-1A, as amended from
time to time (the "Registration Statement") and has reviewed
the description of its operations, duties and responsibilities
as stated therein and acknowledges that they are true and
correct and contain no material misstatement or omission and
do not omit to state any material fact required to be stated
therein or necessary in order to make the statements therein
not misleading, and it further agrees to notify the Manager
and the Trust's Administrator and Trustees immediately of any
material fact known to the Adviser respecting or relating to
the Adviser that is not contained in the Prospectus or
Statement of Additional Information of the Trust or that
should be contained therein in order for the statements
contained therein to not be misleading.
7. The Adviser represents that it is an investment
adviser registered under the Advisers Act and all other
applicable laws and that the statements contained in the
Adviser's registration under the Advisers Act on Form ADV, as
of the date hereof, are true and correct and do not omit to
state any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading. The Adviser agrees to maintain the completeness
and accuracy of its registration on Form ADV in accordance
with all legal requirements relating to that Form. The
Adviser acknowledges that it is an "investment adviser" to the
Fund within the meaning of the Act and the Advisers Act.
8. In compliance with the requirements of Rule 31a-3
under the Act, the Adviser hereby agrees that all records that
it now or hereafter maintains for the Trust are and shall
remain the property of the Trust and further agrees to
surrender promptly to the Trust copies of any such records
upon the Trust's request. The Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the
Act the records required to be maintained by Rule 31a-1 under
the Act and to preserve the records required by Rule 204-2
under the Advisers Act for the period specified in that Rule.
9. This Agreement 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 Agreement or interested persons of any such
party (other than as Trustees of the Trust) cast in person at
a meeting called for that purpose; and (b) Adviser shall not
have notified the Trust in writing at least sixty (60) days
prior to the anniversary date of this Agreement in any year
thereafter that it does not desire such continuation with
respect to the Fund. If a Fund is added after the first
approval by the Trustees as described above, this Agreement
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 Agreement by the Trustees of the Trust
and thereafter for successive periods of one year, subject to
approval as described above and termination as provided
herein.
10. Notwithstanding any provision in this Agreement, this
Agreement may be terminated in the terminating party's
absolute discretion, at any time without the payment of any
penalty by or other liability on the part of the Trust, the
Manager or the Adviser: (a) by the Trustees of the Trust or
by a vote of a majority of the outstanding voting securities
(as defined in Section 2(a)(42) of the Act) of the Fund on
sixty (60) days' written notice to Adviser; and (b) by Manager
or Adviser upon 120 days' written notice to the other party to
the Agreement and to the Trust.
11. This Agreement shall automatically terminate: (a) in
the event of its assignment (as defined in the Investment
Company Act of 1940); or (b) in the event of termination of
the Investment Management Contract for any reason whatsoever.
In addition, the Adviser shall not have the right to
subcontract or delegate any of its rights or responsibilities
hereunder without the consent of both the Trust and the
Manager, and only in compliance with the Act.
12. So long as both Manager and Adviser shall be legally
qualified to act as an investment adviser to the Fund, neither
Manager nor Adviser shall act as an investment adviser (as
such term is defined in the Investment Company Act of 1940) to
the Fund except as provided herein and in the Investment
Management Contract or in such other manner as may be
expressly agreed between Manager and Adviser; provided,
however, that the foregoing shall not affect the Trustees'
ability to terminate the Investment Advisory Agreement without
terminating the Investment Management Contract.
Provided, however, that if the Manager or Adviser shall
resign or for any other reason cease to be engaged as
investment manager or investment adviser respectively, prior
to the end of any term of this Agreement (including, without
limitation, by reason of the Trustees' decision to terminate
or not renew the applicable contract with the Manager or the
Adviser) or for any reason be unable or unwilling to serve for
a successive term which has been approved by the Trustees of
the Trust pursuant to the provisions of Paragraph 9 of this
Agreement or Paragraph 6 of the Investment Management
Contract, the remaining party, Manager or Adviser as the case
may be, shall not be prohibited from serving as an investment
adviser to such Fund by reason of the provisions of this
Paragraph 12.
13. This Agreement may be amended from time to time by
agreement of the parties hereto provided that such amendment
shall be approved both by the vote of a majority of Trustees
of the Trust, including a majority of Trustees who are not
parties to this Agreement or interested persons, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, of any
such party at a meeting called for that purpose, and (if
required by the Act) by the holders of a majority of the
outstanding voting securities (as defined in Section 2(a)(42)
of the Investment Company Act of 1940) of the Fund.
14. The Advisor shall not be deemed to be the agent of
either the Manager or the Trust, and in the performance of its
duties under this Agreement, the Advisor shall be deemed to be
an independent contractor.
15. The Adviser agrees to indemnify, defend and hold
harmless the Trust, the Manager and each of their respective
trustees, directors, officers, shareholders and employees from
and against any and all lawsuits, proceedings, claims, losses,
damages, liabilities, fines, penalties, expenses and
obligations whatsoever arising or alleged to arise from (a)
any act or omission of the Adviser or any of its officers,
directors, employees, agents or representatives (i) in the
course of the performance by the Adviser of its duties and
responsibilities under this Agreement or in the course of the
exercise by the Adviser of any of its rights under this
Agreement and/or (ii) the failure of the Adviser to perform
any of its duties and responsibilities under this Agreement
and/or (b) any statements or omissions made in the
Registration Statement or any Prospectus or any amendment or
supplement thereof pertaining to the Fund or the Trust in
reliance upon, and in conformity with, information furnished
to the Trust with respect to the Adviser by or on behalf of or
with the approval of the Adviser for use in the Registration
Statement or any Prospectus or any amendment or supplement
thereof. The Adviser's obligations under this Paragraph 15
shall survive the termination of this Agreement.
16. Manager is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the
Declaration of Trust and agrees that the obligations pursuant
to this Contract of a particular Fund and of the Trust with
respect to that particular Fund be limited solely to the
assets of that particular Fund, and Manager shall not seek
satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Trustees, officers, employees or
agents of the Trust, or any of them.
17. This Contract shall be construed in accordance with
and governed by the laws of the Commonwealth of Pennsylvania;
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.
18. This Contract will become binding on the parties
hereto with respect to a particular Fund upon their execution
of the attached exhibits to this Contract and shall inure
exclusively to the benefit of the parties hereto and to the
Trust.
Exhibit A
The Starburst Funds
The Starburst Equity Fund
Investment Advisory Contract
For all services rendered by Adviser hereunder, Manager
shall pay Adviser an Advisory Fee equal to .30 of 1% of the
average daily net assets of the above-mentioned portfolio on
the first $100 million of daily net assets of the portfolio,
and .35 of 1% of the average daily net assets on assets of the
portfolio in excess of $100,000,000. The Advisory Fee shall
be accrued, and paid at the same times and in the same manner
as set forth in the Investment Management Contract with
respect to the fees paid to the Investment Manager.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 1st day of December, 1993.
ATTEST: COMPASS BANK
__________________________
By:________________________________
Secretary Vice President
CHICAGO ASSET MANAGEMENT COMPANY
___________________________
By:________________________________
Secretary Vice President
-1-
Exhibit 5(iii) under Form N-1A
Exhibit 9 under Reg.601 S-K
THE STARBURST FUNDS
INVESTMENT MANAGEMENT CONTRACT
This Contract is made this 1st of December, 1993, between
Compass Bank, an Alabama state member bank having its principal
place of business in Birmingham, Alabama (the "Manager"), and
The Starburst 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 (the "40 Act") and is registered as such with
the Securities and Exchange Commission; and
WHEREAS Manager is engaged in the business of rendering
investment management services.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. The Trust hereby appoints Manager as Investment 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 have overall responsibility for the
management of each of the Funds' portfolios, and shall be
responsible for the selection (subject to approval by the
Trustees), supervision, and evaluation of investment advisers
("Advisers") for each of the Funds, including recommending to
the Trustees of the Trust whether an Adviser's Contract should
be renewed or terminated. Subject to the direction of the
Trustees of the Trust, Manager, through the Advisers, shall
provide investment research and supervision of the investments
of the Funds and conduct a continuous program of investment
evaluation and of appropriate sale or other disposition and
reinvestment of each Fund's assets. Apart from the foregoing,
Manager shall have no responsibility for conducting, in whole or
in part, the operation of the Trust or the Funds, or for the
establishment or registration of the Trust or the Funds or any
shares thereof.
2. Manager, in its supervision of the investments of each
of the Funds, will be guided by each of the Funds' investment
objectives and policies and the provisions and restrictions
contained in the Declaration of Trust and By-Laws of the Trust
as set forth in the Registration Statements and exhibits as 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 limitation, the expenses of organizing the Trust and
continuing its existence; fees and expenses of Trustees and
officers of the Trust; fees for management services, investment
advisory services and administrative personnel and services;
fees and expenses of preparing and printing its Registration
Statements under the Securities Act of 1933 and the '40 Act and
any amendments thereto; expenses of registering and qualifying
the Trust, the Funds, and shares ("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. The net asset value of each Fund's Shares as used herein
will be calculated to the nearest 1/10th of one cent.
6. 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 expense limitations
(including, inter alia, limitations resulting from federal or
state securities laws, rules and regulations) as the Manager
may, by notice to the Fund, voluntarily declare to be effective.
7. This Contract shall begin for each Fund as of the date
of execution by the Manager and the Trust 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 (other than as Trustees of the Trust),
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 and termination as provided herein.
8. Notwithstanding any provision in this Contract, this
Contract 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.
9. 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 (including, subject to approval of
the Trustees of the Trust, one or more Advisers for the Funds)
at its own cost and expense as it shall determine in order to
assist it in carrying out this Contract.
10. 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
or to any other person or entity (collectively, a "person") for
any act or omission in the course of or connected in any way
with rendering services or otherwise performing under this
Contract.
11. (a) Subject to the conditions set forth below, the Trust
agrees to indemnify and hold harmless the Manager and each
person, if any, who controls the Manager within the meaning of
Section 15 of the 1933 Act and Section 20 of the Securities
Exchange 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 or any Prospectus (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 statements therein not misleading, unless such
statement or omission was made in reliance upon and conformity
with written information furnished to the Trust about the
Manager by or on behalf of the Manager expressly for use in the
Registration Statement or any Prospectus, or any amendment or
supplement thereof.
If any action is brought against the Manager or any
controlling person thereof in respect of which indemnity may be
sought against the Trust pursuant to the foregoing paragraph,
the Manager 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. The Manager 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 the Manager
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 and allocated to the Funds, as appropriate. Anything
in this paragraph to the contrary notwithstanding, the Trust or
any of the Funds shall not be liable for any settlement of any
such claim or action effected without its written consent. The
Trust agrees promptly to notify the Manager of the commencement
of any litigation or proceedings against the Trust or any of its
Funds 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 or any Prospectus.
(b) The Manager agrees to indemnify and hold harmless each
of the Funds, 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 or any amendment or
supplement thereof in reliance upon, and in conformity with,
information furnished to the Trust with respect to the Manager
by or on behalf of the Manager expressly for use in the
Registration Statement or any Prospectus or any amendment or
supplement thereof. In case any action shall be brought against
the Trust or any of the Funds or any other person so indemnified
based on the Registration Statement or any Prospectus, or any
amendment or supplement thereto, and in respect of which
indemnity may be sought against the Manager, the Manager 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 the Adviser by the provisions of subsection (a)
above.
(c) Nothing contained in this paragraph 11 shall be deemed
to protect any person against liability to any of the Funds or
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 Contract.
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 (if required by the '40
Act) on behalf of a Fund by a majority of the outstanding voting
securities of such Fund.
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. Manager is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the
Declaration of Trust and agrees that the obligations pursuant to
this Contract of a particular Fund and of the Trust with respect
to that particular Fund be limited solely to the assets of that
particular Fund, and Manager shall not seek satisfaction of any
such obligation from any other Fund, the shareholders of any
Fund, the Trustees, officers, employees or agents of the Trust,
or any of them.
15. Manager shall not be deemed to be an agent of the Trust,
and in the performance of its duties under this Contract the
Manager shall be an independent contractor. In addition, no
Adviser shall be deemed to be the agent of either the Manager or
the Trust and, in the performance of its duties, each Adviser
shall be an independent contractor.
16. If any provision of this Contract shall be held or made
invalid by a court or regulatory agency decision, statute, rule
or otherwise, the remainder of this Contract shall not be
affected thereby.
17. This Contract shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania;
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.
18. This Contract will become binding on the parties hereto
upon their execution of the attached exhibits to this Contract
and shall inure exclusively to the benefit of the parties
hereto.
19. The parties hereto acknowledge that Manager has reserved
the right to grant the non-exclusive use of the name "Starburst"
or any derivative thereof to any other investment company,
investment company portfolio, investment adviser, distributor or
other business enterprise, and to withdraw from the Trust and
one or more of the Funds the use of the name "Starburst." The
name "Starburst" will continue to be used by the Trust and each
Fund so long as such use is mutually agreeable to Manager and
the Trust.
EXHIBIT A
to the
Investment Management Contract
THE STARBURST EQUITY FUND
For all services rendered by Manager hereunder, the above-
named Fund of the Trust shall pay to Manager and Manager agrees to
accept as full compensation for all services rendered hereunder, an
annual investment management fee equal to l.00% of the average
daily net assets of the Fund.
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 1.00%
applied to the daily net assets of the Fund.
The Management fee so accrued shall be paid to Manager daily.
Witness the due execution hereof this 1st day of December,
1993.
ATTEST: COMPASS BANK
/s/ Jerry W. Powell ________ By: /s/ Fred Murphy
___________
Secretary Vice President
ATTEST: THE STARBURST FUNDS
/s/ J. W. McGonigle By: /s/ E. C. Gonzales
Secretary Vice President
-1-
Exhibit 15(iv) under Form N-1A
Exhibit 1 under Reg.601 S-K
EXHIBIT E
THE STARBURST FUNDS
The Starburst Equity Fund
The Plan is adopted by The Starburst Funds with respect to
the class of Shares of the portfolio of the Trust set forth
above.
In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at an annual rate
of .25 of 1% of the average aggregate net asset value of the
Shares of The Starburst Equity Fund held during the month.
Witness the execution hereof this 1st day of December, 1993.
THE STARBURST FUNDS
By: /s/ J. C. Donahue
President
1
Exhibit 6(ii) under Form N1-A
Exhibit 1 under Reg.601 S-K
Exhibit E
THE STARBURST FUNDS
The Starburst Equity Fund
The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 30th day of August,
1990, between THE STARBURST FUNDS and Federated Securities Corp.
with respect to Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of Shares of the
Classes. Pursuant to this appointment FSC is authorized to to
select a group of brokers ("Brokers") to sell shares of the
above-listed Classes ("Shares"), at the current offering price
thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of Administrators
("Administrators") to render administrative support services
to the Trust and its shareholders.
2. Administrative support services may include, but are
not limited to, the following eleven functions: (1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings: the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance: Broker or Administrator
provides or arranges to provide accounting support for all
transactions. Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services: the Broker or Administrator
continuously provides information about the product needs of
customers.
3. During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .25% of the average aggregate net
asset value of The Starburst Government Income 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.
4. FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
classes expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein. FSC, in its sole discretion, may pay
Brokers and Administrators 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 FSC in its sole
discretion.
6. FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated August 30, 1990 between The
Starburst Funds and Federated Securities Corp., The Starburst
Funds executes and delivers this Exhibit on behalf of the Funds,
and with respect to the separate Classes of Shares thereof,
first set forth in this Exhibit.
Witness the due execution hereof this 1st day of December,
1993.
ATTEST: THE STARBURST FUNDS
/s/John W. McGonigle By:/s/ J.
Christopher Donahue
Secretary President
(SEAL)
ATTEST: FEDERATED
SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ John W.
McGonigle
Secretary
President
(SEAL)
