<PAGE>
Registration Nos. 33-47507
811-6652
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. _____
Post-Effective Amendment No. 10 X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 12 X
JULIUS BAER INVESTMENT FUNDS
(formerly BJB Investment Funds)
(Exact name of Registrant as Specified in Charter)
330 Madison Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 297-3600
Michael K. Quain
President
c/o Bank Julius Baer & Co. Ltd., (New York Branch)
330 Madison Avenue
New York, New York 10017
(Name and Address of Agent for Service)
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It is proposed that this filing will become effective (check appropriate box):
__X__ immediately upon filing pursuant to paragraph (b)
_____ on (date) pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on (date) pursuant to paragraph (a)(2) of rule 485.
Title of Securities Being Registered: Shares of Beneficial Interest
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement on Form N-1A of
Julius Baer Investment Funds (the "Fund") (File Nos. 33-47507 and 811-6652) is
being filed pursuant to Rule 485(b) of the Securities Act of 1933 in order to
electronically file certain exhibits to the Fund's Part C which were previously
only filed with the Securities and Exchange Commission in paper form. The
Prospectus and Statement of Additional Information of the Fund have not changed
and will not be filed herein.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
Financial Statements for the fiscal year ended October
31, 1997 for BJB Global Income Fund and BJB International
Equity Fund are incorporated into the Statement of
Additional Information by reference to the Annual Report
of BJB Investment Funds
Portfolio of Investments
Schedule of Forward Foreign Exchange Contracts
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets for the Periods
Ended October 31, 1997 and October 31, 1996
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report
<TABLE>
<CAPTION>
(b) Exhibits
<S> <C>
1 (a) Registrant's Master Trust Agreement dated April 30, 1992, is
incorporated by reference to Post-Effective Amendment No. 6 as
filed with the SEC via EDGAR on December 29, 1995.
(b) Amendment No. 1 to Master Trust Agreement dated June 22, 1992,
is incorporated by reference to Post-Effective Amendment No. 6
as filed with the SEC via EDGAR on December 29, 1995.
(c) Amendment No. 2 to Master Trust Agreement dated September
16, 1993, is incorporated by reference to Post-Effective
Amendment No. 6 as filed with the SEC via EDGAR on December
29, 1995.
(d) Amendment No. 3 to Master Trust Agreement dated January 26,
1995, is incorporated by reference to Post-Effective
Amendment No. 6 as filed with the SEC via EDGAR on December
29, 1995.
2 Registrant's By-Laws dated April 30, 1992, is incorporated
by reference to Post-Effective Amendment No. 6 as filed
with the SEC via EDGAR on December 29, 1995.
3 Not applicable.
4 Not applicable.
5 (a) Investment Advisory Agreement between the Registrant and
Bank Julius Baer & Co., Ltd., New York Branch on behalf of
BJB International Equity Fund dated October 4, 1993,
is incorporated by reference to Post-Effective Amendment
No. 6 as filed with the SEC via EDGAR on December 29, 1995.
(b) Amended and Restated Investment Advisory Agreement between
the Registrant and Julius Baer Investment Management Inc. on
behalf of BJB Global Income Fund dated October 4, 1993,
is incorporated by reference to Post-Effective Amendment
No. 6 as filed with the SEC via EDGAR on December 29, 1995.
(c) Investment Advisory Agreement between the Registrant and Bank
Julius Baer & Co., Ltd., New York Branch on behalf of the
Julius Baer Global Income Fund dated July 1, 1998.
6 (a) Distribution Agreement between the Registrant and Funds
Distributor, Inc. on behalf of BJB Global Income Fund dated
June 30, 1992.
(b) Amended Distribution Agreement between the Registrant and
Funds Distributor, Inc. dated April 13, 1994.
7 Not applicable.
8 Custodian Agreement between the Registrant and Investors Bank
& Trust Company dated January 30, 1995, is incorporated by
reference to Post-Effective Amendment No. 6 as filed with
the SEC via EDGAR on December 29, 1995.
9 (a) Transfer Agent Agreement between the Registrant and Unified
Advisers, Inc. dated March 28, 1994.
(b) Administration Agreement between the Registrant and
Investors Bank & Trust Company dated January 30, 1995,
is incorporated by reference to Post-Effective Amendment
No. 6 as filed with the SEC via EDGAR on December 29, 1995.
(c) New Account Application with Unified Advisers, Inc.
(d) Automatic Investment Plan Application
10 Not applicable.
11 Not applicable.
12 Not applicable.
13 Purchase Agreement between the Registrant and Funds
Distributor, Inc. on behalf of BJB Global Income Fund
dated June 18, 1992.
14 Not applicable.
15 (a) Distribution Plan between the Registrant and Funds
Distributor, Inc. on behalf of BJB Global Income Fund and
BJB International Equity Fund, dated October 4, 1993.
(b) Shareholder Services Plan on behalf of BJB Global Income Fund
and BJB International Equity Fund, dated October 4, 1993.
(c) Shareholder Servicing Agreement between the Registrant and
Julius Baer Investment Management Inc. on behalf of BJB
Global Income Fund and BJB International Equity Fund, dated
October 4, 1993.
16 Computation of performance quotations for BJB Global Income
Fund and BJB International Equity Fund.
18 Multiclass Plan Pursuant to Rule 18f-3 under the Investment
Company Act of 1940 for BJB Investment Funds dated
December 14, 1995, is incorporated by reference to Post-
Effective Amendment No. 6 as filed with the SEC via EDGAR
on December 29, 1995.
19 Powers of Attorney dated December 26, 1995, is incorporated
by reference to Post-Effective Amendment No. 6 as filed
with the SEC via EDGAR on December 29, 1995.
27 Not Applicable
</TABLE>
Item 25. Persons Controlled by or Under Common Control with
Registrant
None
Item 26. Number of Holders of Securities
(1) (2)
<TABLE>
<CAPTION>
Title of Class Number of Record Holders
as of June 12, 1998
<S> <C> <C>
Beneficial Interest, Shares
par value $.001 per
share
Julius Baer Global Income Fund 20
Julius Baer International Equity Fund 26
</TABLE>
Item 27. Indemnification
The response to this item is incorporated by reference to the Registration
Statement.
Item 28. Business and Other Connections of Investment Adviser and
Servicing Agent
Bank Julius Baer & Co., Ltd., New York Branch ("BJB-NY") serves
as the investment adviser to Julius Baer International Equity Fund and
Julius Baer Global Income Fund. BJB-NY also provides Julius Baer International
Equity Fund with certain administrative and shareholder services that are
not provided by the Administrator and also acts as servicing agent to Julius
Baer Global Income Fund. BJB-NY is a Swiss bank that has over 50 years
experience in international portfolio management. A list of officers and
directors of BJB-NY as of June 1, 1998, is set forth below. The address of
the following individuals is 330 Madison Avenue, New York, New York.
Officers of BJB-NY are Bernard Spilko (General Manager and Senior
Vice President), Joachim Straehle (Deputy Branch Manager and Senior Vice
President), Francoise M. Birnholz (Senior Vice President), Richard C. Pell
(First Vice President), Ashley Richards (First Vice President), Maria Lipton
(First Vice President), Gary Goldschmidt (First Vice President), Cono Gallo
(First Vice President), John H.S. Boys (First Vice President), Vasili Tsamis
(First Vice President), Oskar Weiss (First Vice President), Edward Clapp (First
Vice President), Josef A. Huber (First Vice President), Walter J. Simon (First
Vice President), Larry Millman (First Vice President), Manuel Reyes (First Vice
President), Hanson Liang (First Vice President), David Taylor (First Vice
President), Brian Ach (Vice President), Jeanette Attina (Vice President), Robin
Bloom (Vice President), David Broder (Vice President), Sin Chiu (Vice
President), Keith D. Christopher (Vice President), Paula Ciriliano (Vice
President), Michael DiLed (Vice President), Denise Downey (Vice President),
Peter Embiricos (Vice President), Marian Hayden (Vice President), Rene Meyer
(Vice President), Rudoph-Raid Younes (Vice President), Michael K. Quain (Vice
President), Nuri Benturk (Vice President), Brenda Pimental (Vice President),
Alphonse Pugliese (Vice President), Terence Reynolds (Vice President), Sadakichi
Robbins (Vice President), Michael Rosen (Vice President), Tanya Rozina (Vice
President), Susan Scarborough (Vice President), Dominique Spillman (Vice
President), Benjamin Strauss (Vice President), Elaine Taranto (Vice President),
Balz Eggimann (Management Committee), E. Gary Lespinasse (Management Committee),
Mark Linnan (Management Committee), Urs G. Schwytter (Management Committee),
Philip T. Ciriello (Management Committee).
Item 29. Principal Underwriter.
(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.
American Century California Tax-Free and Municipal Funds
American century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
The JPM Series Trust
The JPM Series Trust II
LaSalle Partners Funds, Inc.
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
Orbitex Group of Funds
The PanAgora Institutional Funds
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WBBS Index Fund, Inc.
Funds Distributor is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers. Funds Distributor is located at 60 State Street, Suite 1300,
Boston, Massachusetts 02109. Funds Distributor is an indirect wholly-owned
subsidiary of Boston Institutional Group, Inc., a holding company all of whose
outstanding shares are owned by key employees.
(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.
Director, President and Chief -Marie F. Connolly
Executive Officer
Executive Vice President -Richard W. Ingram
Executive Vice President -Donald R. Roberson
Executive Vice President -William S. Nichols
Senior Vice President -Michael S. Petrucelli
Director, Senior Vice President, -Joseph F. Tower, III
Treasurer and Chief Financial
Officer
Senior Vice President -Paula R. David
Senior Vice President -Allen B. Closser
Senior Vice President -Bernard A. Whalen
(c) Not applicable
Item 30. Location of Accounts and Records
(1) Julius Baer Investment Funds
c/o Bank Julius Baer & Co. Ltd, New York Branch
330 Madison Avenue
New York, New York 10017
(2) Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
(records relating to its functions as
administrator and custodian)
(3) Funds Distributor, Inc.
60 State Street
Boston, Massachusetts 02109
(records relating to its functions as
distributor)
(4) Unified Fund Services Inc.
431 North Pennsylvania Street
Indianapolis, Indiana 46204-1897
(records relating to its functions as transfer
agent)
(5) Bank Julius Baer & Co., Ltd., New York Branch
330 Madison Avenue
New York, New York 10017
(records relating to its functions as investment
adviser, and servicing agent)
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Registrant hereby undertakes to call a meeting of shareholders
for the purposes of voting upon the question of removal of a trustee, if
requested to do so by the holders of at least 10% of the Fund's outstanding
shares, and will assist the shareholders in communicating with other
shareholders.
(b) Registrant hereby undertakes to furnish to each person to whom
a Prospectus of the Registrant is delivered a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Post-Effective
Amendment to the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933, as amended, and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and
State of New York, on the 10th day of July, 1998.
JULIUS BAER INVESTMENT FUNDS
(Registrant)
By: /s/ Michael K. Quain
--------------------------
Michael K. Quain
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Michael K. Quain President, Treasurer, Chief July 10, 1998
- ---------------------- Financial Officer and
Michael K. Quain Secretary
/s/ Harvey B. Kaplan* July 10, 1998
- --------------------- Trustee
Harvey B. Kaplan
/s/ Robert S. Matthews* July 10, 1998
- ---------------------- Trustee
Robert S. Matthews
/s/ Gerard J.M. Vlak* July 10, 1998
- --------------------- Trustee
Gerard J.M. Vlak
/s/ Martin Vogel* July 10, 1998
- --------------------- Trustee
Martin Vogel
/s/ Peter Wolfram* July 10, 1998
- --------------------- Trustee
Peter Wolfram
</TABLE>
*By /s/ Paul J. Jasinski
------------------------
(As Attorney-in-Fact pursuant
to Powers of Attorney
filed herewith)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item
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Page
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<S> <C>
5 (c) Investment Advisory Agreement
6 (a) Distribution Agreement
(b) Amended Distribution Agreement
9 (a) Transfer Agent Agreement
(c) New Account Application
(d) Automatic Investment Plan Application
13 Purchase Agreement
15 (a) Distribution Plan
(b) Shareholder Services Plan
(c) Shareholder Services Agreement
16 Computation of Performance Quotations
</TABLE>
<PAGE>
INVESTMENT ADVISORY AGREEMENT
Julius Baer Investment Funds (the "Trust"), a business trust
organized under the law of The Commonwealth of Massachusetts, entered into an
investment advisory agreement with Bank Julius Baer & Co., Ltd., New York
Branch (the "Adviser"), a corporation organized under the laws of the state of
Delaware, as of July 1, 1998. The Trust herewith confirms its agreement with
the Adviser regarding investment advisory services to be provided by the
Adviser in connection with the Trust's Julius Baer Global Income Fund (the
"Fund") as follows:
1. Investment Description; Appointment
The Trust desires to employ the Fund's capital by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in the Trust's Master Trust Agreement, as the same may from time to
time be amended, and in its Registration Statement as from time to time in
effect, and in such manner and to such extent as may from time to time be
approved by the Board of Trustees of the Trust. Copies of the Trust's
Registration Statement and Master Trust Agreement have been or will be
submitted to the Adviser. The Trust agrees to provide copies of all amendments
to the Trust's Registration Statement and Master Trust Agreement to the
Adviser on an on-going basis. The Trust desires to employ and hereby appoints
the Adviser to act as investment adviser to the Fund. The Adviser accepts the
appointment and agrees to furnish the services described herein for the
compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of Trustees of
the Trust, the Adviser will (a) act in accordance with the Trust's Master
Trust Agreement, the Investment Company Act of 1940 and the Investment
Advisors Act of 1940, as the same from time to time be amended, (b) manage the
Fund's assets in accordance with its investment objective and policies as
stated in the Trust's Registration Statement as from time to time in effect,
(c) make investment decisions and exercise voting rights in respect of
portfolio securities for the Fund and (d) place purchase and sale orders on
behalf of the Fund. In providing these services, the Adviser will provide
investment research and supervision of the Fund's investments and conduct a
continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. In addition, the Adviser will furnish the
Fund with whatever statistical information the Fund may reasonably request
with respect to the securities that the Fund may hold or contemplate
purchasing.
In addition, Subject to the supervision and direction of the Board of
Trustees of the Trust, the Adviser undertakes to perform the following
administrative and shareholder services to the extent that no other party is
obligated to perform them on behalf of the Fund: (1) furnishing certain
internal executive and administrative services; responding to shareholder
inquiries; and providing stationery and office supplies in connection with
<PAGE>
the foregoing; (2) providing the Fund with office space (which may be the
Adviser's own offices); (3) furnishing certain corporate secretarial services,
including assisting in the preparation of materials for meetings of the Board
of Trustees; (4) coordinating and preparation of proxy statements and annual
and semi-annual reports to the Fund's shareholders; (5) assisting in the
preparation of the Fund's tax returns; (6) assisting in monitoring and
developing compliance procedures for the Fund which will include, among other
matters, procedures for monitoring compliance with the Fund's investment
objective, policies, restrictions, tax matters and applicable laws and
regulations; (7) acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, administrator and
transfer and dividend-paying agent and registrar, and taking all reasonable
action in the performance of its obligations under this Agreement to assure
that all necessary information is made available to each of them; and (8)
furnishing to the Board of Trustees quarterly written reports which set out
the amounts expended under the Distribution and Shareholder Services Plans and
the purposes for which those expenditures were made.
In performing all services under this Agreement, the Adviser shall
act in conformity with applicable law, the Trust's Master Trust Agreement and
By-Laws, and all amendments thereto, and the Trust's Registration Statement,
as amended from time to time.
3. Brokerage
In executing transactions for the Fund and selecting brokers or
dealers, the Adviser will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Adviser will consider all factors it deems relevant
including, but not limited to, breadth of the market in the security, the
price of the security, the financial condition and execution capability of the
broker or dealer and the reasonableness of any commission for the specific
transaction on a continuing basis. In selecting brokers or dealers to execute
a particular transaction and in evaluating the best overall terms available,
the Adviser may consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934) provided
to the Trust and/or other accounts over which the Adviser or an affiliate
exercises investment discretion.
4. Information Provided to the Trust
The Adviser will use its best efforts to keep the Trust informed of
developments materially affecting the Fund, and will, on its own initiative,
furnish the Trust from time to time whatever information the Adviser believes
is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the
services described in paragraphs 2, 3 and 4 above. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in
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<PAGE>
connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Adviser
against any liability to the Fund or its shareholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties from reckless
disregard by it of its obligations and duties under this Agreement ("disabling
conduct"). The Fund will indemnify the Adviser against, and hold it harmless
from, any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from disabling conduct by the Adviser. Indemnification
shall be made only following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of non-party
trustees who are not "interested persons" of the Trust or (b) an independent
legal counsel in a written opinion.
6. Compensation
(a) In consideration of the services rendered pursuant to this
Agreement, the Fund will pay the Adviser after the end of each calendar
quarter a fee for the previous quarter calculated at an annual rate of .65 of
1.00% of the Fund's average daily net assets.
(b) Upon any termination of this Agreement before the end of a
quarter, the fee for such part of that quarter shall be prorated according to
the proportion that such period bears to the full quarterly period and shall
be payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to the Adviser, the value of the Fund's net assets
shall be computed at the times and in the manner specified in the Trust's
Registration Statement as from time to time in effect.
7. Expenses
The Adviser will bear all expenses in connection with the performance
of its services under this Agreement, including compensation of and office
space for its officers and employees connected with investment and economic
research, trading and investment management and administration of the Fund, as
well as the fees of all Trustees of the Trust who are affiliated with the
Adviser or any of its affiliates. The Fund will bear certain other expenses to
be incurred in its operation, including: organizational expenses; taxes,
interest, brokerage costs and commissions; fees of Trustees of the Trust who
are not officers, directors, or employees of the Adviser, the Fund's
distributor or administrator or any of their affiliates; Securities and
Exchange Commission fees; state Blue Sky qualification fees; charges of the
custodian, any subcustodians, and transfer and dividend-paying agents;
insurance premiums; outside auditing, pricing and legal expenses; costs of
maintenance of the Trust's existence; costs attributable to investor services,
including without limitation, telephone and personnel expenses; costs of
printing stock certificates; costs of preparing and printing prospectuses and
statements of
- 3 -
<PAGE>
additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meeting of the
shareholders of the Fund and of the officers or Board of Trustees of the
Trust, membership fees in trade associations; litigation and other
extraordinary or non-recurring expenses. In addition, the Fund will pay
distribution fees pursuant to a Distribution Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, as amended, and pursuant to a Shareholder
Services Plan.
7. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of the Fund (including
fees pursuant to this Agreement and the Fund's sub-advisory agreement, but
excluding distribution fees, interest, taxes, brokerage and, if permitted by
state securities commissions, extraordinary expenses) exceed the expense
limitation of any state having jurisdiction over the Fund, the Adviser will
reimburse the Fund for such excess expenses in the same proportion as its fees
under this Agreement bear to the combined fees for investment advice and
sub-investment advice. The Adviser's expense reimbursement obligation will be
limited to the amount of its fees received pursuant to this Agreement. Such
expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
8. Services to Other Companies or Accounts
The Trust understands that the Adviser now acts, will continue to
act, or may in the future act, as investment adviser to fiduciary and other
managed accounts or as investment adviser to one or more other investment
companies, and the Trust has no objection to the Adviser so acting, provided
that whenever the Fund and one or more other accounts or investment companies
advised by the Adviser have available funds for investment, investments
suitable and appropriate for each will be allocated in accordance with
procedures believed to be equitable to each entity. Similarly, opportunities
to sell securities will be allocated in an equitable manner. The Trust
recognizes that in some cases this procedure may adversely affect the size of
the position that may be acquired or disposed of for the Fund. In addition,
the Trust understands that the persons employed by the Adviser to assist in
the performance of the Adviser's duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit or
restrict the right of the Adviser or any affiliate of the Adviser to engage in
and devote time and attention to other businesses or to render services of
whatever kind of nature.
9. Term of Agreement
This Agreement shall become effective as of the date first written
above and shall continue for an initial two-year term and shall continue
thereafter so long as such continuance is specifically approved at least
annually by (i) the Board of Trustees of the Trust or (ii) a vote of a
"majority" (as defined in the Investment Company Act of 1940, as amended) of
the Fund's outstanding voting securities, provided that in either event the
continuance is also approved by a majority of the Board of Trustees who are not
- 4 -
<PAGE>
"interested persons" (as defined in said Act) of any party to this Agreement,
by vote cast in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable, without penalty, on 60 days' written
notice, by the Board of Trustees of the Trust or by vote of holders of a
majority of the Fund's shares, or upon 60 days' written notice, by the
Adviser. This Agreement will also terminate automatically in the event of its
assignment (as defined in said Act).
10. Representation by the Trust
The Trust represents that copy of its Master Trust Agreement, dated
April 30, 1992 together with all amendments thereto, is on file in the office
of the Secretary of The Commonwealth of Massachusetts.
11. Limitation of Liability
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the
trust property of the Fund, as provided in the Master Trust Agreement of the
Trust. The execution and delivery of this Agreement have been authorized by
the Trustees and the sole shareholder of Fund shares and signed by an
authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees and shareholder nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind only the
trust property of the Fund as provided in its Master Trust Agreement. The
obligations of this Agreement shall be binding only upon the assets and
property of the Fund and not upon the assets and property of any other
sub-trust of the Trust.
12. Miscellaneous
If both the Adviser and the Sub-Adviser and Servicing Agent cease to
act as investment advisers to the Fund, the Trust agrees that, at the request
of either of them, the Trust's license to use "BJB" or any variation thereof
indicating a connection to either of those entities will terminate and that
the Trust will take all necessary action to change the names of the Trust and
the Fund to names that do not include "BJB" or any such variation.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties
hereto.
14. Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of New York without giving effect to the
conflicts of laws principles thereof.
* * * * *
- 5 -
<PAGE>
If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
JULIUS BAER INVESTMENT FUNDS
By: /s/ Michael K. Quain
-------------------------
Name: Michael K. Quain
Title: President
Accepted:
BANK JULIUS BAER & CO., LTD., NEW YORK BRANCH
By: /s/ Bernard Spilko
------------------------------
Name: Bernard Spilko
Title: Branch Manager and
Senior Vice President
- 6 -
<PAGE>
DISTRIBUTION AGREEMENT
June 30, 1992
Funds Distributor Inc.
One Exchange Place
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, BJB Global Income Fund, an open-end investment
company organized under the laws of The Commonwealth of Massachusetts (the
"Fund"), has agreed that Funds Distributor Inc. (the "Service Organization")
shall provide certain services primarily intended to result in the sale of
shares of beneficial interest in the Fund, par value $.001 per share ("Shares"),
as well as certain shareholder servicing, administrative and accounting services
to certain of its customers ("Customers") who from time to time may beneficially
own shares.
Section 1. The annual fee paid to the Service Organization under
Section 5 of this Agreement will compensate the Service Organization for certain
expenses primarily intended to result in the sale of Shares, including, but not
limited to: (i) costs of printing and distributing the Fund's prospectus,
statement of additional information and reports to prospective shareholders of
the Fund; (ii) costs involved in preparing, printing and distributing sales
literature pertaining to the Fund specifically for its customers; (iii) an
allocation of overhead and other of the Service Organization's branch office
distribution-related expenses; (iv) payments made to, and expenses of, persons
who provide support services in connection with the distribution of Shares,
including, but not limited to, office space and equipment, telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing any other shareholder services not otherwise provided
by the Fund's service providers; (v) accruals for interest on the amount of the
foregoing expenses that exceed the distribution fees received by the Service
Organization; and (vi) payments of fees to each employee of the Service
Organization who has sold Shares.
The annual fee may also compensate the Service Organization for certain
shareholder servicing, administrative and accounting services to their
Customers, including, but not limited to: (i) aggregating and processing
purchase and redemption requests for Shares from Customers and placing net
purchase and redemption orders with the Fund's transfer agent; (ii) providing
Customers with a service that invests the assets of their accounts in Shares;
(iii) processing dividend payments from the Fund on behalf of Customers; (iv)
providing information periodically to Customers showing their positions in
Shares; (v) arranging for bank wires; (vi) responding to Customer inquiries
relating to
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the services performed by it; (vii) providing sub-accounting with
respect to Shares beneficially owned by Customers or the information to the Fund
necessary for sub-accounting; (viii) if required by law, forwarding shareholder
communications from the Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
Customers; and (ix) providing such other similar services as the Fund may
reasonably request to the extent permitted under applicable statutes, rules and
regulations.
Section 2. The Service Organization will provide such office space and
equipment, telephone facilities and personnel (which may be any part of the
space, equipment and facilities currently used in its business, or any personnel
employed by it) as may be reasonably necessary or beneficial in order to provide
the aforementioned services to Customers.
Section 3. Neither the Service Organization nor any of its officers,
employees or agents are authorized to make any representations concerning the
Fund or the Shares except those contained in the Fund's then current prospectus
or statement of additional information for such Shares, copies of which will be
supplied by the Fund to the Service Organization, or in such supplemental
literature or advertising as may be authorized by the Fund in writing.
Section 4. For all purposes of this Agreement, the Service Organization
will be deemed to be an independent contractor, and will have no authority to
act as agent for the Fund in any matter or in any respect. By its written
acceptance of this Agreement, the Service Organization agrees to and does
release, indemnify and hold harmless from and against any and all direct or
indirect liabilities or losses resulting from requests, directions, actions or
inactions of or by the Service Organization or its officers, employees or agents
regarding its responsibilities hereunder or the purchase, redemption, transfer
or registration of Shares by or on behalf of Customers. The Service Organization
and its employees will, upon request, be available during normal business hours
to consult with the Fund or its designees concerning the performance of their
responsibilities under this Agreement.
Section 5. In consideration of the services and facilities provided by
the Service Organization hereunder, the Fund will pay to the Service
Organization, and the Service Organization will accept as full payment therefor,
a fee at the annual rate of .25% of the average daily net assets of the Shares
held of record or beneficially by Customers (the "Customers' Shares"), which fee
will be computed daily and payable quarterly. For purposes of determining the
fees payable under this Section 5, the average daily net assets of the
Customers' Shares will be computed in the manner specified in the Fund's
registration statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of Shares for purposes of
purchases and redemptions. The fee rate stated above may be prospectively
increased or decreased by the Fund, in its sole discretion, at any time upon
notice to the Service Organization. Further, the Fund may, in its discretion and
without notice, suspend or withdraw the sale of the Shares,
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including the sale of such Shares to the Service Organization for the account of
any Customer or Customers.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Agreement will provide to the
Fund's Board or Trustees, and the Fund will review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made. In addition, the Service Organization will furnish the
Fund or its designees with such information as it or they may reasonably request
(including, without limitation, periodic certifications confirming the provision
to Customers of the services described herein), and will otherwise cooperate
with the Fund and its designees (including, without limitation, any auditors
designated by the Fund), in connection with the preparation of reports to its
Board of Trustees concerning this Agreement and the monies paid or payable by
the Fund pursuant hereto, as well as any other reports or filings that may be
required by law.
Section 7. The Fund may enter into other similar Distribution
Agreements with any other person or persons without the consent of the Service
Organization.
Section 8. By its written acceptance of this Agreement, the Service
Organization represents, warrants and agrees that the Service Organization is
fully authorized by applicable law and regulation and by any agreement it may
have with any customer or client for whom it may act pursuant to this Agreement
to perform the services and receive the compensation therefor described in this
Agreement.
Section 9. Unless sooner terminated, this Agreement will continue for
an initial two-year period and thereafter will continue automatically for
successive annual periods provided such continuance is specifically approved at
least annually by the Fund in the manner described in Section 12 hereof. This
Agreement is terminable with or without cause without penalty, at any time by
the Fund (which termination may be by vote of a majority of (a) the
Disinterested Trustees as defined in Section 12 hereof or (b) the outstanding
voting securities of the Fund (as defined in the Investment Company Act of 1940,
as amended)), or by the Service Organization upon notice to the Fund.
Section 10. All notices and other communications to either the Service
Organization or the Fund, respectively, will be duly given if mailed,
telegraphed, telexed or transmitted by similar telecommunications device to the
Service Organization at the address shown above and to the Fund c/o Bank Julius
Baer & Co., Ltd., at 330 Madison, Avenue, New York, New York 10017.
Section 11. This Agreement will be construed in accordance with the
laws of the State of New York and automatically terminates in the event of its
assignment (as defined in the Investment Company Act of 1940, as amended).
Section 12. This Agreement will not take effect and payments hereunder
may not be made until the Agreement has been approved by (i) the Fund's Board of
Trustees
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or (ii) vote of a majority (as defined in the Investment Company Act of 1940, as
amended) of the Fund's outstanding voting securities, provided that in either
event the Agreement is also approved by a majority of those Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Fund and have no direct or indirect financial interest in the
operation of the Distribution Plan adopted by the Fund pursuant to Rule 12b-1
under the Act or in any agreements related thereto ("Disinterested Trustees"),
cast in person at a meeting for the purpose of voting on such approval.
Section 13. The Fund and the Service Organization agree that the
obligations of the Fund under this Agreement shall not be binding upon any of
the Trustees, shareholders, nominees, officers, employees or agents, whether
past, present or future, of the Fund individually, but are binding only upon the
assets and property of the Fund, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been authorized by the Trustees
and the sole shareholder of the Fund, and signed by an authorized officer of the
Fund, acting as such, and neither such authorization by such Trustees and
shareholder nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of the Fund as provided
in its Master Trust Agreement.
* * *
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated.
Very truly yours,
BJB GLOBAL INCOME FUND
By: /s/ David E. Bodner
--------------------
President
Accepted:
FUNDS DISTRIBUTOR INC.
By: AUTHORIZED SIGNATURE
--------------------
Authorized Officer
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AMENDED DISTRIBUTION AGREEMENT
April 13, 1994
Funds Distributor Inc.
One Exchange Place
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, BJB Investment Funds (the "Trust"), a
business trust organized under the laws of The Commonwealth of Massachusetts,
has agreed that Funds Distributor Inc. (the "Distributor") shall be, for the
period of this Agreement, the distributor of shares of beneficial interest of
various series of the Trust that may from time to time be offered to the
public (the "Shares").
1. Services as Distributor.
1.1 The Distributor will act as agent for the distribution of Shares
covered by the Trust's registration statement, prospectus and statement of
additional information under the Securities Act of 1933, as amended the 1933
Act, and the Investment Company Act of 1940, as amended the 1940 Act. The
Distributor agrees to bear all expenses incurred by it in connection with the
services provided by it under this Agreement, including the cost of printing
prospectuses and statements of additional information and distributing them to
prospective shareholders.
1.2 The Distributor agrees to use its best efforts to solicit orders
for the sale of Shares at the public offering price, as determined in
accordance with the Registration Statement and will undertake such advertising
and promotion as it believes is reasonable in connection with such
solicitation.
1.3 All activities by the Distributor shall comply with all
applicable laws, rules and regulations, including, without limitation, all
rules and regulations made or adopted by the SEC or by any securities
association registered under the Securities Exchange Act of 1934.
1.4 The Distributor will provide one or more persons during normal
business hours to respond to telephone questions concerning the Trust.
1.5 The Distributor will transmit any orders received by it for
purchase or redemption of Shares to The Shareholder Services Group, Inc.
("TSSG"), the Trust's
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transfer agent, or any successor to TSSG or which the Trust has notified the
Distributor in writing.
1.6 Whenever in their judgment such actions warranted for any reason,
including, without limitation, market, economic or political conditions, the
Trust's officers may decline to accept any orders for, or make any sales of,
the Shares until such time as those officers deem it advisable to accept such
orders and to make such sales.
1.7 The Distributor will act only on its own behalf as principal
should it choose to enter into selling agreements with selected dealers or
others.
2. Duties of the Trust.
2.1 The Trust agrees at its own expense to execute any and all
documents, to furnish any and all information and to take any other actions
that may be reasonably necessary in connection with the qualification of the
Shares for sale in those states that the Distributor may designate.
2.2 The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such information reports with respect to the
Trust and the Shares as the Distributor may reasonably request, all of which
shall be signed by one or more of the Trust's duly authorized officers; and
the Trust warrants that the statements contained in any such reports, when so
signed by the Trust's officers, shall be true and correct. The Trust shall
also furnish the Distributor upon request with (a) annual audits of the
Trust's books and accounts made by independent certified public accountants
regularly retained by the Trust; (b) semi-annual unaudited financial
statements pertaining to the Trust; (c) quarterly earnings statements prepared
by the Trust; (d) a monthly itemized list of the securities in the Trust's
portfolio; (e) monthly balance sheets as soon as practicable after the end of
each month; and (f) from time to time such additional information regarding
the Trust's financial condition as the Distributor may reasonably request.
3. Representations and Warranties.
The Trust represents to the Distributor that the registration
statements, prospectus and statement of additional information filed by the
Trust with the SEC under the 1933 Act, and the 1940 Act with respect to the
Shares have been carefully prepared in conformity with the requirements of the
1933 Act, the 1940 Act and the rules and regulations of the SEC thereunder. As
used in this Agreement, the terms "registration statement", "prospectus" and
"statement of additional information" shall mean any registration statement,
prospectus and statement of additional information filed by the Trust with the
SEC and any amendments and supplements thereto which at any time shall have
been filed with the SEC. The Trust represents and warrants to the Distributor
that any registration statement, prospectus and statement of additional
information, when such registration statement becomes effective, will include
all statements required to be contained therein in conformity with the 1933
Act, the 1940 Act and the rules and
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regulations of the SEC; that all statements of fact contained in any
registration statement, prospectus or statement of additional information will
be true and correct when such registration statement becomes effective; and
that neither any registration statement nor any prospectus or statement of
additional information when such registration statement becomes effective will
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading to a purchaser of the Shares. The Trust may, but shall not be
obligated to, propose from time to time such amendment or amendments to any
registration statement and such supplement or supplements to any prospectus or
statement of additional information as, in the light of future developments,
may, in the opinion of the Distributor's counsel, be necessary or advisable.
If the Trust shall not propose such amendment or amendments and/or supplement
or supplements within fifteen days after receipt by the Trust of written
request from the Distributor to do so, the Distributor may, at its option,
terminate this Agreement. The Trust shall not file any amendment to any
registration statement or supplement to any prospectus or statement of
additional information without giving the Distributor reasonable notice
thereof in advance; provided, however, that nothing contained in this
Agreement shall in any way limit the Trust's right to tile at any time such
amendments to any registration statement and/or supplements to any prospectus
or statement of additional information, of whatever character, as the Trust
may deem advisable, such right being in all respects absolute and
unconditional.
4. Indemnification.
4.1 The Trust authorizes the Distributor and any dealers with whom
the Distributor has entered into dealer agreements to use any prospectus or
statement of additional information furnished by the Trust from time to time,
in connection with the sale of the Shares. The Trust agrees to indemnify,
defend and hold the Distributor, its several officers and directors, and any
person who controls the Distributor within the meaning of Section 15 of the
1933 Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending
such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which the Distributor, its officers and directors, or
any such controlling person, may incur under the 1933 Act, the 1940 Act or
common law or otherwise, arising out of or on the basis of any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement, any prospectus or any statement of additional
information or arising out of or based upon any omission, or alleged omission,
to state a material fact required to be stated in any registration statement,
any prospectus or any statement of additional information or necessary to made
the statements in any of them not misleading; provided, however, that the
Trust's agreement to indemnify the Distributor, its officers or directors, and
any such controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of or based upon any statements or
representations made by the Distributor or its representatives or agents other
than such statements and representations as are contained in any registration
statement, prospectus or statement of additional information and in such
financial and other statements as are
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furnished to the distributor pursuant to paragraph 2.2 of this Agreement; and
further provided that the Trust's agreement to indemnify the Distributor and
the Trust's representations and warranties herein before set forth in
paragraph 3 of this Agreement shall not be deemed to cover any liability to
the Trust or its shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of the Distributor's reckless
disregard of its obligations and duties under this Agreement. The Trust's
agreement to indemnify the Distributor, its officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned upon the
Trust's being notified of any action brought against the Distributor, its
officers or directors, or any such controlling person, such notification to be
given by letter or by telegram addressed to the Trust at its principal office
in New York, New York and sent to the Trust by the person against whom such
action is brought, within ten days after the summons or other first legal
process shall have been served. The failure so to notify the Trust of any such
action shall not relieve the Trust from any liability that the Trust may have
to the person against whom such action is brought by reason of any such
untrue, or alleged untrue, statement or omission, or alleged omission,
otherwise than on account of the Trust's indemnity agreement contained in this
paragraph 4.1. The Trust will be entitled to assume the defense of any suite
brought to enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing chosen by the
Trust and approved by the Distributor. In the event the Trust elects to assume
the defense of any such suit and retains counsel of good standing approved by
the Distributor, the defendant or defendants in such suit shall bear the fees
and expenses of any additional counsel retained by any of them; but if the
Trust does not elect to assume the defense of any such suit, or if the
Distributor does not approve of counsel chosen by the Trust, the Trust will
reimburse the Distributor, its officers and directors, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by the Distributor or them. The Trust's
indemnification agreement contained in this paragraph 4.1 and the Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
the Distributor, its officers and directors, or any controlling person, and
shall survive the delivery of any of the Shares. This agreement of indemnity
will inure exclusively to the Distributor's benefit, to the benefit of its
several officers and directors, and their respective estates, and to the
benefit of the controlling persons and their successors. The Trust agrees to
notify the distributor promptly of the commencement of any litigation or
proceedings against the Trust or any of its officers or trustees in connection
with the issuance and sale of any of the Shares.
4.2 The Distributor agrees to indemnify, defend and hold the Trust,
its several officers and Trustees, and any person who controls the Trust
within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
costs of investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) that the Trust, its
officers or Trustees or any such controlling person may inure under the 1933
Act, the 1940 Act or common law or otherwise, but only to the extent that such
liability
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or expense incurred by the Trust, its officers or Trustees or such controlling
person resulting from such claims or demands shall arise out of or be based
upon (a) any unauthorized sales literature, advertisements, information,
statements or representations or (b) any untrue, or alleged untrue, statement
of a material fact contained in information furnished in writing by the
Distributor to the Trust and used in the answers to any of the items of the
registration statement or in the corresponding statements made in the
prospectus or statement of additional information, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by the Distributor to
the Trust and required to be stated in such answers or necessary to make such
information not misleading. The Distributor's agreement to indemnify the
Trust, its officers and Trustees, and any such controlling person, as
aforesaid, is expressly conditioned upon the Distributor's being notified of
any action brought against the Trust, its officers or Trustees or any such
controlling person, such notification to be given by letter or telegram
addressed to the Distributor at its office in Boston, Massachusetts, and sent
to the Distributor by the person against whom such action is brought, within
ten days after the summons or other first legal process shall have been
served. The Distributor shall have the right to control the defense of such
action, with counsel of its own choosing, satisfactory to the Trust, if such
action is based solely upon such alleged misstatement or omission on the
Distributor's part, and in any other event the Trust, its officers or Trustees
or such controlling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The failure so to
notify the Distributor of any such action shall not relieve the Distributor
from any liability that the Distributor may have to the Trust, its officers or
Trustees, or to such controlling person by reason of any such untrue, or
alleged untrue, statement or omission, or alleged omission, otherwise than on
account of the Distributor's indemnity agreement contained in this paragraph
4.2. The Distributor agrees to notify the Trust promptly of the commencement
of any litigation or proceedings against the Distributor or any of its
officers or directors in connection with the issuance and sale of any of the
Shares.
5. Effectiveness of Registration.
None of the Shares shall be offered by either the Distributor or the
Trust under any of the provisions of this Agreement and no orders for the
purchase or sale of the Shares under this Agreement shall be accepted by the
Trust if and so long as the effectiveness of the registration statement then
in effect or any necessary amendments thereto shall be suspended under any of
the provisions of the 1933 Act or if and so long as a current prospectus as
required by Section 5(b)(2) or the 1933 Act is not on file with the SEC;
provided, that nothing contained in this paragraph 5 shall in any way restrict
or have an application to or bearing upon the Trust's obligation to redeem its
Shares from any shareholder in accordance with the provisions of the Trust's
prospectus, statement of additional information or Master Trust Agreement
dated April 30, 1922, as amended from time to time (the "Master Trust
Agreement").
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6. Notice to Funds Distributor Inc.
The Trust agrees to advise the Distributor immediately in writing:
(a) of any request by the SEC for amendments to the registration
statement, prospectus or statement of additional information then in effect or
for additional information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement, prospectus or
statement of additional information then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of
a material fact made in the registration statement, prospectus or statement of
additional information then in effect or that requires the making of a change
in such registration statement, prospectus or statement of additional
information in order to make the statements therein not misleading; and
(d) of all actions of the SEC with respect to any amendment to any
registration statement, prospectus or statement of additional information
which may from time to time be filed with the SEC.
7. Terms of the Agreement.
This Agreement shall become effective as of the date the Trust
commences its initial public offering and shall continue until the second
anniversary of that date and shall continue thereafter so long as such
continuance is specifically approved at least annually by (a) the Trust's
Board of Trustees or (b) by a vote of a majority (as defined in the 1940 Act)
of the Trust's outstanding voting securities, provided that in either event
the continuance is also approved by a majority of the Trustees of the Trust
who are not interested persons (as defined in the 1940 Act) of any party to
this Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable, without penalty, on 60
days' notice by the Trust's Board of Trustees, by vote of a majority of the
Trustees of the Trust who are not interested persons (as defined in the 1940
Act) of the Trust, by vote of the holders of a majority of the Shares, or on
90 days' notice by the Distributor. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act).
8. Miscellaneous.
The Trust recognizes that directors, officers and employees of the
Distributor may from time to time serve as directors, trustees, officers and
employees of corporations and business trusts (including other investment
companies), and that the Distributor or its affiliates may enter into
distribution or other agreements with such other corporations and trusts.
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9. Representation by the Trust.
The Trust represents that a copy of its Master Trust Agreement is on
file with the Secretary of The Commonwealth of Massachusetts and with the
Boston City Clerk.
10. Limitation of Liability.
The Trust and the Distributor agree that the obligations of the Trust
under this Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past, present
or future, of the Trust individually, but are binding only upon the assets and
property of the Trust, as provided in the Master Agreement. The execution and
delivery of this Agreement have been authorized by the Trustees and the sole
shareholder of the Trust, and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees and
shareholder nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the trust property of the Trust as
provided in its Master Trust Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning to us the
enclosed copy of this Agreement.
Very truly yours,
BJB INVESTMENT FUNDS
By: /s/ David E. Bodner
-----------------------
Name: David E. Bodner
Title: President
Accepted:
FUNDS DISTRIBUTOR INC.
By: /s/ Marie E. Connolly
--------------------------
Name: Marie E. Connolly
Title: President
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TRANSFER AGENT AGREEMENT
This Agreement, made this the 28th day of March, 1994 to be effective
as of May 2nd, 1994, by and the BJB Investment Funds (the "Fund"), an open-end
investment company duly organized and existing under the laws of the
Commonwealth of Massachusetts, and United Advisers, Inc. (the "Transfer Agent"),
which is a duly-registered transfer agent. The Transfer Agent is duly organized
and existing under the laws of the State of Indiana.
Article I.
Section 1. The Fund hereby appoints the Transfer Agent as its Transfer,
Registrar, Redemption and Dividend Disbursing Agent, and the Transfer Agent
accepts such appointments and agrees to act in such capacities upon the terms
set forth in this Agreement.
Section 2. The Transfer Agent agrees to comply with all relevant
provisions of the Investment Company Act of 1940 (the "Act"), the Internal
Revenue Code, other applicable laws and all applicable rules and regulations
thereunder.
Section 3. If the Fund is a series company for purposes of Rule 18f-2
under the Act and/or offers more than one class of shares per series, the term
"Fund" as used in this Agreement and Fee Schedule shall be deemed to refer to
each such series or each class of such series as a separate portfolio unless the
context otherwise requires. In performing its functions hereunder, the Transfer
Agent shall in all cases comply with the procedures and conditions set forth in
the Fund's then current Prospectus and Statement of Additional Information
("SAI"), as provided to the Transfer Agent by the Fund. To the extent that the
Prospectus and SAI cover procedures and duties of the Transfer Agent, agreement
as to such matters must have been reached between the Transfer Agent and the
Fund 30 days prior to the effectiveness of the Prospectus.
Article II. ISSUANCE OF SHARES
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Section 1. The Transfer Agent shall make original issues of shares of
the Fund ("Shares") in accordance with Sections 3 and 4 below and with the
Fund's then currently effective Prospectus, SAI and account application upon
being furnished with (i) a certified copy of a resolution or resolutions of the
Board of Trustees of the Fund authorizing such issue and (ii) necessary funds
for the payment of any original issue tax applicable to such additional Shares.
If requested, a copy of the opinion of counsel as to the validity of such
additional Shares shall be furnished to the Transfer Agent upon the Fund's
filing of its Rule 24f-2 Notice under the Act with the Securities and Exchange
Commission.
The Transfer Agent will maintain mutual fund account records in the
usual form in which, among other details, it will note the issuance, transfer
and redemption of Shares, whether certificated or not. The Transfer Agent will
keep account records, in which it will note the names and registered addresses
of Shareholders of the Fund ("Shareholders") and the number of full and
fractional Shares owned by them.
Section 2. In case of any request or demand for the inspection of the
unit records of the Fund, the Transfer Agent shall endeavor to notify the Fund
and to secure instructions as to permitting or refusing such inspection.
However, the Transfer Agent may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure to do
so, unless indemnified against such liability by the Fund.
Section 3. For the purposes of this Section, the Fund hereby instructs
the Transfer Agent to consider Shareholder payments as available for investment
in accordance with the policies and procedures set forth in the Fund's then
current Prospectus and SAI. Immediately after the time or times and on each day
on which the Fund's then current Prospectus or SAI states that its net asset
value per unit shall be determined, the Transfer Agent shall obtain from the
Fund or its designated agent a quotation of the net asset value per unit
determined as of such time on such day. The Transfer Agent reserves the right to
charge the Fund and the Fund agrees to pay the
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<PAGE>
reasonable costs of making corrections to Shareholder records if it is later
determined that the Fund or its agent(s) supplied an inaccurate net asset value.
The Transfer Agent shall, on the same business day on which any order
for the purchase of Shares is received and utilizing the net asset value per
share next determined after the receipt of such order, determine the amount to
be invested and the number of Shares and fractional Shares (rounded to three
decimal places) to be purchased. The Transfer Agent shall thereupon as agent for
the Shareholders place a purchase order with the Fund for the proper number of
Shares and fractional Shares to be purchased and confirm such number to the Fund
in writing. The Transfer Agent shall total the amount available for investment
in Shares at the net asset value determined by the Fund or its designated agent
at each fund pricing time.
The Transfer Agent shall pay over to the Custodian Bank the net asset
value of Shares and fractional Shares purchased immediately upon receipt of the
consideration therefor.
In the event that any check or other order for the payment of money is
returned unpaid for any reason, the Transfer Agent shall give prompt
notification to the Fund of the non-payment of said check and take such action
as the Fund may authorize by written instructions.
Any profit on the liquidation of unpaid Shares accrues to the Fund. In
the event of a loss upon the liquidation of unpaid shares, other than as a
result of an error or mistake of the Transfer Agent, the Transfer Agent will
charge the purchaser's account for the amount of such loss. If the loss can't be
recovered from the Shareholder, the Fund will be liable for the loss. In the
event of a loss or gain due to an incorrect adjustment to the Shareholder's
account by the Fund's agent(s), the loss or gain will be netted on the books of
the Fund and settled monthly.
Section 4. The Transfer Agent, in making the calculations provided for
in Section 3, of this Article II shall rely on its record of available
investment funds. The proper number of Shares and fractional Shares shall then
be issued daily and credited by the Transfer Agent to the Shareholder accounts.
The Transfer Agent shall furnish each Shareholder with a confirmation of
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each purchase of Fund Shares. For equity, income and bond funds, the Transfer
Agent shall mail to each Shareholder a confirmation of each purchase (if
provided for under the provisions of the Shareholder's account) with copies to
one interested party if requested. For Money Funds, such confirmations will,
among other details, show the prior Share balance, the new Share balance, the
dollar value, the Shares for which stock certificates are outstanding (if any),
the amount invested and the price paid for the newly-purchased Shares. In
addition, The Transfer Agent can supply the Shareholder with purchase
confirmations for Money Funds, by the aforementioned procedure, or with a
monthly statement.
The Transfer Agent shall send a copy of the Fund's then current
Prospectus with the confirmation of the first purchase by any new account opened
through an exchange without an application.
The Fund agrees to provide the Transfer Agent with an adequate supply
of its Prospectus, as in effect from time to time, to fulfill its obligations
under this Section.
The Transfer Agent shall provide the Fund with the total number of
shares issued by the Fund each day.
Article III. REDEMPTIONS
Section 1. The Transfer Agent shall process, in accordance with the
Fund's Prospectus, SAI and account application, all requests from Shareholders
to redeem Shares and determine the number of Shares required to be redeemed to
make monthly payments, automatic payments or the like and advise the Fund, on
the same business day that the request for redemption was received, of the total
number of Shares and fractional Shares (rounded to three decimal places) to be
redeemed. The Fund or its designated agent shall then quote to the Transfer
Agent the applicable net asset value; whereupon the Transfer Agent shall furnish
the Fund with the appropriate confirmation of the redemption and process the
redemption, at the net asset value per unit next computed after receipt of the
order for redemption, by filing with the Custodian Bank
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an appropriate statement and making the proper distribution and application of
the redemption proceeds in accordance with the Fund's Prospectus or SAI. The
stock registry books recording outstanding Shares and the individual account of
the Shareholder shall be properly debited. If provided for under the provisions
of the shareholder's account, the Transfer Agent shall mail to each Shareholder
a confirmation of each redemption with a copy to an interested person if
requested. Such confirmation shall among other details show the prior Share
balance, the new Share balance and total dollar value thereof, the Shares for
which stock certificates are outstanding (if any), the amount redeemed and the
price received for the redeemed Shares.
Section 2. The proceeds of redemption shall be remitted by the Transfer
Agent, in each case by check or other instrument drawn against funds held by the
Fund in the Custodian Bank, in accordance with the Fund's then currently
effective Prospectus, SAI or account application, including, to the extent
consistent therewith, as follows:
(a) By check drawn to the order of and mailed to the Shareholder at the
address of record not later than seven calendar days after the redemption
request is received.
(b) By wire to a previously designated bank or broker upon telephone
request, without signature guarantee, if such redemption procedure has been
elected by the Shareholder.
(c) By Automated Clearing House transfers payable to the Shareholder of
record and transmitted for deposit to the bank account previously designated in
the application form or by written authorization, in the case of an expedited
telephone redemption.
(d) In accordance with the order of the Shareholder in the case of
redemptions by draft or use of a debit or ATM card.
(e) To a person other than the Shareholder or to an address other than
the Shareholder's registered address only if instructions are received in
writing with signature guaranteed in accordance with the Fund's Prospectus.
Planholders transferring to another Plan custodian are
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not required to obtain written signature guarantees but are required to obtain
the written acceptance of the new custodian.
(f) In accordance with the Fund's policies, the Transfer Agent will
accept facsimile requests and commence processing, but no monies will be
disbursed until a manual signature is received.
(g) By other procedures commonly followed by mutual funds and mutually
agreed upon by the Fund and the Transfer Agent prior to the request(s).
Any change in the designated bank or brokerage account or registered
address will be accepted by the Transfer Agent only if made in writing by the
Shareholder, with signature guaranteed, unless a different procedure is agreed
to in writing by the Fund and the Transfer Agent.
If required by the Fund's then current Prospectus or SAI, the request
and stock certificates, if any, for Shares being redeemed, must have the owner's
signature guaranteed by a domestic commercial bank or trust company, savings and
loan association, credit union, or a member firm of a national securities
exchange or the National Association of Security Dealers ("NASD"). If Share
certificates have not been issued to the redeeming Shareholder, the signature of
the Shareholder on the redemption request must be similarly guaranteed. If the
Fund authorizes the Transfer Agent by written instructions to waive the
signature guarantee in certain instances and if the Transfer Agent has used
reasonable efforts to establish the authority of the person receiving the
redemption proceeds in accordance with procedures mutually agreed upon between
the Fund and the Transfer Agent, the Fund holds the Transfer Agent harmless in
the event that an unauthorized person withdraws funds. Whenever a signature
guarantee is required hereunder, it will be satisfied by a domestic commercial
bank or trust company, savings and loan association, credit union, or a member
firm of a national securities exchange or the NASD.
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For the purposes of redemption of Shares which have been purchased by
check within 15 calendar days of a receipt of the redemption request for such
shares, the Fund shall provide the Transfer Agent, from time to time, with
written instructions concerning the time within which such requests may be
honored. The Transfer Agent will rely on the last written instruction received.
The Transfer Agent has no responsibility to determine if any investment payment
will be reversed for any reason and is not responsible in any way for the
failure of any investment to be collected.
The authority of the Transfer Agent to perform its responsibilities
under Article III, Section 1 and 2 shall be suspended upon the Transfer Agent's
receipt of notification of the suspension of the determination of the Fund's net
asset value.
Article IV. DIVIDENDS
Section 1. Upon the declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Fund, the Fund shall notify the
Transfer Agent by written instructions within sufficient time of the date of
such declaration, the amount payable per share, the sources from which such
dividend or distribution is made, and, unless such dividend is a regular daily
or monthly dividend payable by a money market or other fund, the record date for
determining the Shareholders entitled to payment. The ex-date and payment date
shall always be the next determination of net asset value after the record date.
The Transfer Agent shall withhold such sums as may be required to be withheld
under applicable income tax laws, rules and regulations.
Section 2. Upon the payment date of a dividend or distribution declared
by the Fund's Board of Trustees, the Fund or its agent will cause the Custodian
Bank to transfer to the disbursement account maintained by the Custodian Bank in
the name of the Fund the total amount of such dividends or distributions payable
in cash to those Shareholders electing to receive such dividends or
distributions in cash. On payment date, the Transfer Agent shall prepare a check
in the appropriate amount and mail it not later than the second business day
after
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<PAGE>
the payment date to such Shareholder at his address of record or to such
other address as the Shareholder may have designated. If provided in the
Prospectus, at the Shareholder's option, payment may be made via Automated
Clearing House transfer to a bank account specified by the Shareholder in
writing.
With regard to Shareholders not electing to receive such dividends or
distributions in cash, the Transfer Agent will automatically reinvest all
dividends and other such distributions in additional Shares at the net asset
value per Share on payment date. When provided by the provisions of the
Shareholder's account, the Transfer Agent will promptly mail to each Shareholder
at his address of record or such other address as the Shareholder may have
designated a statement showing the number of full and fractional Shares (rounded
to three decimal places) currently owned by the Shareholder and the net asset
value of the Shares so credited to the Shareholder's account.
The Transfer Agent's dividend statement meets the requirements of the
Act and Rule 19a-1 thereunder for notification as to the source(s) of dividend
payment(s).
Article V. CERTIFICATES
Section 1. The Fund shall furnish to the Transfer Agent a sufficient
supply of blank Share certificates and from time to time will renew such supply
upon the request of the Transfer Agent. Such blank Share certificates shall be
signed manually or by facsimile signatures of officers of the Fund authorized by
law or the by-laws of the Fund to sign Share certificates and, if required,
shall bear the Fund's seal or facsimile thereof. In case any officer of the Fund
who shall have signed manually of whose facsimile signature shall have been
affixed to blank Share certificates shall die, resign or be removed prior to the
issuance of such Share certificates, the Transfer Agent may issue or register
such Share certificates as the Share certificates of the Fund notwithstanding
such death, resignation or removal until otherwise directed by the Fund; and the
Fund shall file promptly with the Transfer Agent such approval, adoption or
ratification as may be required by law.
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Section 2. The Transfer Agent shall issue Share certificates for Shares
only upon receipt of a written request from a Shareholder or from a dealer
except money market funds. In all other cases, the Transfer Agent shall dispense
with the issuance and countersignature of Share certificates whenever Shares are
purchased. The Transfer Agent shall process purchase and redemption transactions
by making appropriate entries in the Fund's account records. The Transfer Agent
may issue new full Share certificates in place of Share certificates represented
to have been lost, destroyed or stolen, upon receiving indemnity satisfactory to
the Transfer Agent and the Fund and may issue new Share certificates in exchange
for, and upon surrender of, mutilated Share certificates. Prior to the
replacement of a lost or stolen certificate, a surety bond is required and is at
the Shareholder's expense. When mail is used for delivery of Share certificates
the Transfer Agent shall forward Share certificates in "non-negotiable" form by
first-class mail, and Share certificates in "negotiable" form by registered
mail, return receipt requested.
Whenever a Shareholder deposits Shares represented by Share
certificates in an account, the Transfer Agent, upon receipt of the Share
certificates registered in the name of the Shareholder (or if not so registered,
in proper form for transfer), shall cancel such Share certificates and make
appropriate entries in its stock transfer records.
The Transfer Agent shall retain all canceled certificates for
redemption or transfer for a period of time as set by regulations promulgated by
the Securities and Exchange Commission ("SEC") during which time it shall be
able to produce said certificates upon appropriate notice from the Fund.
Article VI. GENERAL PROVISIONS
Section 1. The Transfer Agent will furnish balance services via
toll-free telephone, equity, income or bond fund account confirmations with each
transaction, money fund account confirmations with each transaction or monthly
(as desired by the investor), and account
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confirmation statements as of December 31 of each year which include a listing
of all transactions in the account during the calendar year then ended, plus
income tax reporting information. The Transfer Agent may provide to the
Shareholders 24-hour account transaction services and agency consolidated
statements.
Section 2. The Transfer Agent shall report daily the sales and
redemptions in each state in a manner suitable for state "blue-sky" reporting by
the Fund and will not accept any purchase order in excess of the amount
available for sale as provided by the Fund or its agent. The Transfer Agent has
no further responsibility as to controlling sales of Shares of the Fund or
maintaining the various registrations required under state "blue-sky" laws and
regulations. The Fund is responsible for updating the system and halting Share
sales in all states where the Fund's registration is not effective. Maintaining
current registration information on-line is the responsibility of the Fund, or
its designated agent.
Section 3. The Transfer Agent shall maintain records (which may be part
of the stock transfer records) in connection with the issuance and redemption of
Shares and dividend reinvestments, in which will be noted the transactions
effected for each Shareholder and the number of Shares and fractional Shares
(rounded to three decimal places) owned by each for which no Share certificates
are outstanding. The Transfer Agent shall create and maintain all necessary
records including, but not limited, to records required by Section 31(a) of the
Act and Section 17(A) of the Securities and Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. The Transfer Agent agrees
to make available upon request and to preserve for the periods prescribed in
Section 31(a) under the Act and Section 17(A) of the Securities and Exchange Act
of 1934, as amended, and the rules and regulations thereunder, any records
relating to services provided under this Agreement or maintained by it on behalf
of the Fund. All such records shall be the property of the Fund.
The Transfer Agent shall also maintain the following records for each
Shareholder's account: name, address, and tax identification number; number of
Shares held and specific form of holding, including numbers and denominations of
certificates, if any; historical information
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<PAGE>
regarding the account of each Shareholder, including dividends paid,
distributions made and date and price for all transactions in a Shareholder's
account; any stop or restraining order placed against a Shareholder's account;
any dividend reinvestment order, dividend address and correspondence relating to
the maintenance of a Shareholder's account; all tax and withholding information
relating to a Shareholder's account; information with respect to withholding on
foreign accounts.
The Transfer Agent shall maintain records for all accounts opened by
entities assigned an institution number ("i.e. different distributors") so that
where required the aggregate average daily value of all of an institution's
accounts can be determined and a record of such values maintained, and so that
duplicate statements for the accounts can be prepared and sent to each
institution. A representative file is available for each institution. It is the
responsibility of the Fund to update and maintain information on such file.
In the event either party is unable to perform its obligations under
the terms of this Agreement because of equipment or transmission failure or
damage beyond its control, acts of God, or other causes reasonably beyond its
control, such party will not be liable to the other for any damages resulting
from such failure to perform or otherwise from such causes.
Section 4. The Transfer Agent shall cooperate with the Fund's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
opinion, including but not limited to the opinion included in the Fund's annual
or semi-annual reports on Form N-SAR, or any successor annual report required by
the Act or rules thereunder to be filed by the Fund.
Section 5. In addition to the services as Transfer Agent and as above
set forth, the Transfer Agent will perform other services for the Fund as agreed
from time to time, including but not limited to, preparation and filing with the
Internal Revenue Service and mailing to Shareholders such federal tax
information forms as are required to be so prepared, filed and
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<PAGE>
mailed by applicable laws, rules and regulations, mailing periodic reports of
the Fund, and mailing initial notices of Shareholders' meetings, proxies, proxy
statements, and preparation of proxy voting reports for the Fund.
The Transfer Agent agrees to follow-up on missing TINs by sending a
letter and Form W-9 to the Shareholder. If the Transfer Agent does not receive
TIN verification within 60 days of the acknowledgment of the missing TINs,
back-up withholding will begin. Upon receipt of a B-Notice from the IRS, the
Transfer Agent will research the accounts and send out additional Form W-9's as
necessary. The Transfer Agent will not be held liable for any penalties
associated with B-Notices served where a Shareholder has failed to return a TIN
or signed W-9. If B-Notices are not promptly delivered to the Transfer Agent
once received by the Fund, the Transfer Agent will not be held liable for any
penalties associated with late processing.
The Transfer Agent will provide the Fund with a list of all accounts
subject to back-up withholding annually.
The Transfer Agent shall answer telephone calls and correspondence from
Shareholders relating to their Share accounts during the Transfer Agent's normal
business hours. The Transfer Agent shall respond to all telephonic or written
inquiries from Shareholders relating to the administration of their accounts
within three (3) business days. Copies of all correspondence from Shareholders
involving complaints about the management of the Fund, the services provided by
or for the Fund, the Transfer Agent or others, or concerning complaints relating
to the Fund shall be sent immediately to the Fund. Summaries of any similar
matters conveyed by a Shareholder by telephone shall be prepared by the Transfer
Agent and sent to the Fund within three (3) business days.
Telephone calls and correspondence on other mattes will be referred to
the Fund.
The Transfer Agent shall keep records of Shareholder substantive
telephone calls and correspondence and replies thereto, and of the lapse of time
between receipt of such substantive
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<PAGE>
telephone calls and correspondence and the making of replies. The Transfer Agent
shall make and retain for a reasonable time (not to exceed 3 months) tape
recordings of all telephone calls from Shareholders.
The Transfer Agent can provide the Fund with monthly standard Trustee's
Reports.
Section 6. Nothing contained in this Agreement is intended to or shall
require the Transfer Agent in any capacity hereunder to perform any functions or
duties on any day identified in the Prospectus and/or SAI on which the Fund is
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which the Fund is
open, except when the Transfer Agent is closed to observe a legal emergency when
the Fund is open and the Fund has received purchases or redemption requests,
such purchases and redemptions shall be priced and executed "as of" such date on
the business day next following such day.
Section 7. The Fund agrees to pay the Transfer Agent compensation for
its services and to reimburse it for expenses, as set forth in Schedule A
attached hereto, or as shall be set forth in amendments to such Schedule
approved by the Fund and the Transfer Agent. All such payments and
reimbursements are to be received no later than ten (10) days following the
mailing of the respective notice and shall be charged to and paid by the Fund on
a monthly basis. It is understood that the Fund may, in the future, undertake to
perform certain of the services herein contemplated to be performed by the
Transfer Agent. To the extent, if any, the Fund undertakes such duties, the
Transfer Agent shall be relieved of such obligation, and the Fund and the
Transfer Agent shall mutually agree upon an appropriate reduction, if any, in
the fees set forth in Schedule A. In addition to any other right or remedy
available to Unified for nonpayment of any fee due hereunder this Agreement for
the services performed by it, in the event that the Fund and/or its agent shall
fail to pay the full fee by the thirty (30) days after date of invoicing, the
Fund or its agent shall pay Unified a late charge in a sum equal to 18% per
annum of the unpaid balance.
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Section 8. The Transfer Agent shall not be liable hereunder for any
non-negligent action taken in good faith and reasonably believed to be within
the powers conferred upon it by this Agreement. The Fund shall indemnify the
Transfer Agent and hold it harmless from any and against any and all actions,
suits and claims, whether groundless or otherwise, arising directly or
indirectly out of or in connection with its performance under this Agreement
including but not limited to its performance as Transfer Agent from and against
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liabilities incurred by the Transfer Agent in connection with any such
action, suit, or claim, except such as shall result from its own negligent act
or willful misconduct. The Transfer Agent shall not be under any obligation to
prosecute or to defend any action, suit or claim arising out of or in connection
with its performance under this Agreement as Transfer Agent, which, in the
opinion of its counsel, may involve it in expense or liability. At its option
and upon request of the Transfer Agent, the Fund may assume the entire defense
of any action, suit, or claim subject to the foregoing indemnity. The Transfer
Agent shall give the Fund notice, and reasonable opportunity to defend, any such
action, suit, or claim, in the name of the Fund or the Transfer Agent or both.
In the event the Fund assumes the defense, the Transfer Agent shall be
responsible for its legal fees and expenses incurred after the aforementioned
assumption by the Fund, except for such fees and expenses incurred at the
request of the Fund. The Fund and the Transfer Agent shall cooperate fully in
the defense of any action, suit or claim.
The Transfer Agent at its expense will made corrections and adjustments
as may be required, where the Transfer Agent, its officers, agents, employees or
delegates are the cause of any error made in rendering the services described in
this agreement.
Without limitation of the foregoing:
(a) The Transfer Agent may rely upon and shall not be liable to the
Fund for the advice furnished to it by the Fund, or for statements made by
accountants, brokers and other persons believed by it in good faith to be expert
in the matters about which they are consulted and for any actions taken in good
faith based upon such statements.
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(b) The Transfer Agent shall not be liable for any action reasonably
taken in good faith reliance upon any written instructions or certified copy of
any resolution of the Board of Trustees of the Fund, provided, however, that
upon receipt of a written instruction from the Fund countermanding a prior
instruction which has been fully executed by the Transfer Agent, the Transfer
Agent shall attempt to honor to the extent then possible, such later
instructions and relay upon the genuineness of any such document or
correspondence reasonably believed in good faith to have been validly executed.
(c) The Transfer Agent may rely and shall be protected in acting upon
any signature, instruction, request, letter of transmittal, certificate, opinion
of counsel, statement, instrument, report, notice, consent, order, or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the Shareholder, Fund or other proper party or parties.
Section 9. The Fund shall promptly cause to be turned over to the
Transfer Agent (i) an accurate list of Shareholders of the Fund showing the
proper registered address and number of Shares owned and whether such Shares are
represented by outstanding Share Certificates or by non-certificated Share
accounts, (ii) all records relating to retirement plans, including original
applications signed by the planholders and original plan accounts recording
payments, contributions, deductions, reinvestments, withdrawals and liquidations
and (iii) all Shareholder records, files, and other materials necessary or
appropriate for proper performance of the functions assumed by the Transfer
Agent under this Agreement (hereinafter called "Materials"). The Fund agrees to
indemnify and hold the Transfer Agent, its successors and assigns, harmless of
and from any and all expenses, damages, claims, suits, liabilities, actions,
demand and losses of third parties arising out of or in connection with any
error, omission, inaccuracy or other deficiency of such Materials, or out of the
failure of the Fund to provide any portion of such Materials or to provide any
information needed by the Transfer Agent to perform knowledgeably its functions.
The Fund agrees to pay reasonable compensation to the Transfer Agent to cover
the Transfer Agent's expenses in correcting any such error, omission, inaccuracy
or other deficiency of the Materials.
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Section 10. The Fund and the Transfer Agent agree that the obligations
of the Fund under this Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Fund individually, but are binding only upon the assets and
property of the Fund, as provided in the Master Trust Agreement. The execution
and delivery of this Agreement have been authorized by the Trustees and the sole
shareholder of the Fund, and signed by an authorized officer of the Fund, acting
as such, and neither such authorization by such Trustees and shareholder nor
such execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the assets and property of the Fund as provided in the
Master Trust Agreement.
Section 11. The Transfer Agent acknowledges and agrees that all books
and records maintained for the Fund in any capacity under this Agreement are the
property of the Fund and may be inspected by the Fund at any reasonable time. As
provided in Section 2 of Article VII, such books and records will be shipped
immediately to any successor transfer agent at the Fund's cost.
The Transfer Agent agrees to regard and preserve as confidential all
records and other information relative to the Fund, and will not without written
authority of the Fund disclose to others, during the term of this Agreement or
thereafter, any such records or other information.
Section 12. The following shall be a list of procedures to be taken by
the Transfer Agent should mail be returned to the Agent undeliverable:
1. The mail will be opened and the contents examined. The returned
envelope will be stapled to the back of the paperwork.
2. Using the name and social security number on the account, a system
search will be done to check for any other accounts which may have a
"deliverable" address. If a different
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<PAGE>
address is found, the account with the bad address will be corrected and the
mail will be forwarded to the new address.
3. If the account search is unsuccessful, the Agent will call the AT&T
directory in their city of residence to see if a new number is available for
this Shareholder. If there is a number, the Agent will call to verify whether or
not this is their account and then send a letter to the new address asking them
to verify their social security number, new address and telephone number.
4. If unable to find a new listing in the AT&T directory, the account
will be coded as lost and the returned mail will be placed in an alphabetically
indexed file.
5. A listing is available of all accounts coded as lost. The Fund's
management can utilize this list if they wish to research these accounts
further.
6. On June 30 of each year the Transfer Agency will provide a listing
of all accounts that are lost. This listing will be distributed to Fund
management for escheatment purposes.
Section 13. The Transfer Agent shall make available to the Fund, the
sales representative file program and access to persons designated by the Fund.
The Fund is responsible for all data entry and its accuracy.
Article VII. TERMS AND TERMINATION
Section 1. This Agreement shall remain effective until terminated by
either party. Either the Fund or the Transfer Agent may give 90 days written
notice to the other of the termination of this Agreement, such termination to
take effect at the time specified in the notice; provided, however, the
obligations set forth in Sections 8, 10 and 11 of Article VI and Sections 6 and
7 of Article VII, for the fiscal year of the Fund in which termination occurs,
Section 4 of Article VI, shall survive such termination, unless satisfied. Any
records remaining at the Transfer Agent will be destroyed twelve months after
the termination of this Agreement.
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Section 2. Should the Fund exercise its right to terminate this
Agreement pursuant to Section 1 of this Article VII, the Fund agrees to pay a
termination/conversion fee of $5,000 to compensate the Transfer Agency for the
expenses incurred in connection with the retrieval, compilation and movement of
books, records and materials.
Upon the termination of this Agreement for any reason, the Transfer
Agent agrees to provide the Fund with complete and accurate records and to
assist the Fund in the orderly transfer of accounts and records. However, the
Transfer Agent shall retain all such records until the Transfer Agent receives
payment of all amounts due under this Agreement. Without limiting the generality
of the foregoing, the Transfer Agent agrees upon termination of this Agreement:
(a) to deliver to the Fund computer tapes containing the Fund's
accounts and records together with such record layouts and additional
information as may be necessary to enable the fund to utilize the information
therein;
(b) to cooperate with the Fund and any successor transfer agent in the
interpretation of the Fund's accounts and records;
(c) to forward all Shareholder calls to the new Transfer Agent upon
de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible
for the Fund.
Section 3. The Transfer Agent shall maintain a standard stockbroker's
blanket bond on all its employees, providing fidelity insurance as required by
rules of the NASD. All employees at the time of employment will have
fingerprints made and checked by the FBI under procedures established as
standard for stock brokerage employees by the NASD, as well as for transfer
agency employees by the SEC.
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Section 4. The practices and procedures of the Transfer Agent and the
Fund set forth in the Agreement, or any other terms or conditions of this
Agreement, may be altered or modified from time to time as may be mutually
agreed by the parties to this Agreement. In special cases the parties hereto may
adopt in writing such procedures as may be appropriate or practical under the
circumstances, and the Transfer Agent may conclusively rely on the determination
of the Fund that any special procedure which has been approved by the Fund does
not conflict with or violate any requirements of its Master Trust Agreement,
By-Laws or Prospectus, or any rule, regulation or requirement of any regulatory
body.
Section 5. This Agreement may be amended from time to time by a
supplemental agreement executed by the Fund and the Transfer Agent.
Section 6. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Fund:
BJB Investment Funds
Attention: President
330 Madison Avenue
New York, New York 10017
If to the Transfer Agent:
United Advisers, Inc.
Attention: President
429 N. Pennsylvania Street
Indianapolis, Indiana 46204-1897
Section 7. The Transfer Agent and the Fund each represent and warrant
to the other as to itself that all actions required by their respective Trustees
or Shareholders has been taken to
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<PAGE>
authorize the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby; the execution and delivery of this
Agreement and consummation of the transactions contemplated hereby do not
contravene any provision of their respective charter or by-laws or of any laws,
regulations or orders of any government or agency thereof to which it is
subject; do not constitute the violation or breach of any agreement or
understanding to which it is a party or by which it is bound; and upon its
execution and delivery, this Agreement shall be binding and enforceable against
it in accordance with its terms.
Section 8. The Transfer Agent may from time to time, with the written
consent of the Fund, delegate some or all of its duties hereunder to others, who
shall perform such functions as the agent of the Transfer Agent. To the extent
of such delegation, the term "the Transfer Agent" in this Agreement shall be
deemed to refer to both the Transfer Agent and to its designee or to either of
them, as the context may indicate. In each provision of this Agreement fixing or
limiting the liabilities or the delegations of the Transfer Agent, or providing
for the liability indemnification or protection of the Transfer Agent, the term
"the Transfer Agent" shall include the Transfer Agent's designee. The Transfer
Agent shall not be relieved of any liabilities or obligation under the Agreement
in connection with such delegation of duties, shall be responsible to supervise
and assure that any such designee properly performs the duties delegated to it,
and shall be responsible for the performance of the designee as though the
Transfer Agent had, itself, performed the duties so delegated.
Section 9. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument, which is
only effective if three signatures are executed.
Section 10. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without the
written consent of the Transfer Agent or by the Transfer
20
<PAGE>
Agent without the written consent of the Fund, authorized or approved by a
resolution of its Board of Trustees.
Section 11. This Agreement constitutes the full and complete agreement
of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements or understandings between the parties.
Section 12. Whenever pronouns are used herein, they shall be
interpreted in the neuter, masculine, feminine, singular or plural as the
context may require.
Section 13. Except where specific time limits are herein provided, no
delay on the part of any party hereto in exercising any power or right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any power or right hereunder preclude other or further exercise thereof or the
exercise of any other power or right. No waiver shall be enforceable against any
party hereto unless in writing, signed by the party against whom such waiver is
claimed, and shall be limited solely to the one event.
Section 14. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Indiana, without giving
effect to the principles of conflicts of law.
Article VIII. DEFAULT
The following events shall be a default ("Default") of the Fund under
this Agreement:
(a) Fund neglects or fails, in whole or in part, to observe any of its
obligations to the Transfer Agent to make any payments due under this Agreement;
or
21
<PAGE>
(b) Fund neglects or fails in whole or part to observe any of its
obligations to Transfer Agent stated herein; or
(c) Fund assigns this Agreement or any of its rights hereunder without
the prior written consent of Transfer Agent.
Upon the occurrence of a Default, Transfer Agent may terminate delivery
of the services provided hereunder and recover from the Fund:
(a) Any payments due hereunder; and
(b) All costs and expenses of collection, including reasonable
attorneys' fees; and
(c) Any and all damages available under law.
Article IX. ARBITRATION
Section 1. In the event of a dispute between the parties under this
Agreement, the parties shall first seek to resolve such dispute through
good-faith, face-to-face negotiations between the respective principals. If
negotiations are not successful, then the dispute shall be referred to
arbitration and such arbitration shall be conducted in accordance with the rules
of the American Arbitration Association.
Section 2. The decision rendered through arbitration shall be final and
binding upon the parties hereto, and judgment shall be entered in accordance
with applicable law in any court having jurisdiction thereof. In rendering a
decision, the arbitrators shall be governed by the terms of this Agreement.
22
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agent
Agreement to be signed by their respective duly authorized officers as of the
day and year first above written.
BJB INVESTMENT FUNDS,
By /s/ Bernard Spilko Date 3/24/94
--------------------- ---------
Title CFO
---------------
Attest /s/ Elissa Kaye
------------------
UNITED ADVISERS, INC.
By AUTHORIZED SIGNATURE Date 3/28/94
-------------------- ---------
Title President
-----------------
By /s/ David A. Bryant Date 4/1/94
--------------------- --------
Title Vice President
-----------------
Attest /s/ James Hayles
-----------------
23
<PAGE>
Schedule A
TRANSFER AGENT FEE SCHEDULE
The prices contained herein are effective for twelve months from the
execution date of this contract.
Conversion Fee: Manual conversion fee is $20,000.
Standard Fee
The Base Fee* is $1.35 for money market funds and $1.20 for equity/bond
funds per active Shareholder Account per month with a minimum fee of
$1,500 per portfolio per month. The minimum includes one class of
shares. Additional classes of shares will have a monthly minimum of
$1,000 per class per portfolio. An Active Shareholder Account is any
Shareholder Account existing on Transfer Agent's computerized files
with a non-zero Share balance. There is a $.25 per account charge for
any account with a zero Share balance and a history of dividend
payments for the current calendar year, as determined on the last day
of each month.
*The Base Fee does not include: cost of forms, statements, envelopes,
postage, shipping, statement microfiche copies and archiving/storage of
aged records. Unified can also provide 800 number access to our
shareholder services group at cost.
For an additional fee of $0.20 per month per account, Unified supports
receivables accounting, 12b-1 fund reporting, back-end sales load
recapture accounting, and/or detailed dealer and representative load
commission accounting and reporting. Funds paying dividends more
frequently than once per quarter (generally, money market funds) are
charged an additional $0.30 per month per account.
Fund/Serv processing charges are $0.25 per transaction. Networking
processing charges are $0.24 per account for Matrix levels 1, 2 & 4 and
$0.06 for Matrix level 3.
The Transfer Agent will also capture payee information for shareholder
drafts for a fee of $.10 per draft.
In addition to the above fees, there will be a $250.00 flat fee/rerun
charge when the nightly processing has be be repeated due to incorrect
NAV or dividend information received from the Fund Accountant/Portfolio
Pricing Agent.
Standard Services Provided
-Opening new accounts
-Maintaining Shareholder accounts
Includes:
-Maintaining certificate records
-Changing addresses
-Daily reports on number of Shares, accounts
24
<PAGE>
-Preparation of Shareholder federal tax information
-Withhold taxes on U.S. resident and non-resident alien
accounts
-Reply to Shareholder calls and correspondence other than
for Fund information and related inquiries
-Processing purchase of Shares
-Issuing/Canceling of certificates (Excessive use may be subject to
additional charges)
-Processing partial and complete redemptions
-Regular and legal transfer of accounts
-Mail processing of semi-annual and annual reports
-Processing dividends and distributions
-Prepare Shareholder meeting lists
-One proxy processing per year per fund. Tabulation is limited to
three.
-Receiving and tabulating of proxies
-Confirmation of all transactions as provided by the terms of each
Shareholder's account
-Provide a system which will enable Fund to monitor the total number
of Shares sold in each state. System has capability to halt sales and
warn of potential oversell. (Blue Sky Reports)
-Determination/Identification of lost Shareholder accounts
-Consolidated 1099 reporting
Standard Reports Provided
-Daily Fund summary reports
-Daily summary of largest activity and accounts
-New account report
-Daily Blue Sky sales/registration information report
-Monthly Fund activity summary
-Daily receivable listing (if applicable)
-Daily Shareholder adjustment report
-Employee activity audit report
-Daily Fund performance report
Optional Services Available
<TABLE>
<CAPTION>
BILL TO
Fund Mgmt Shrld
<S> <C> <C> <C> <C>
-Central Information File $0.01/cust/mo. / / / /
-Special sort listings per hr charge / / / /
-Archiving or old records/storage of aged records negotiable / / / /
-Off-line Shareholder research $25/hr / / / / / /
-Check copies $3/each / / / / / /
-Statement copies $5/each / / / / / /
-Maintenance of zero balance accts more than 13 mos. old $.15/acct/6 mos. / / / /
-Maintenance of account history more than 13 mos. old $.25/acct/6 mos. / / / /
-Mutual Fund fulfillment/prospect file maintenance $1.00/item / / / /
-Custom statements per hr charge / / / /
-Standard consolidated statements $.25/statement / / / /
-Shareholder communications charges (Faxes) pass through / / / / / /
-Leased line/equipment on TA's computer system pass through / / / /
</TABLE>
25
<PAGE>
<TABLE>
<S> <C> <C> <C>
-Dial-up access to TA's computer system pass through / / / /
-Labels .05 ea/$100 min. / / / /
-Electronic filings of approved forms $75/transmission / / / /
-Blue Sky/Total Sales Report $200/mo/family / / / /
-Custom programming negotiable / / / /
Additional Report Fees
-12b-1 rep payout report $100/qtr/family / / / /
-Monthly Director's Reports $25/mo/portfolio / / / /
Bank Reconciliation Services
<CAPTION>
<S> <C>
Standard Fees: $50.00 monthly maintenance fee per bank account
$1.50 per bank item
Systems Programming Labor Charges
<CAPTION>
<S> <C>
System Support Representatives $100.00/hour
Programmers, Consultants or
Department Heads $125.00/hour
Officers $150.00/hour
Additional Proxy Processing
Each processing $225.00 fixed charge per processing
Preparation and Tabulation $0.145/proxy issued
(includes 3 tabulations, sixteen
propositions)
Each Extra Tabulation $23.00 fixed charge per processing
$0.02 per proxy tabulated
</TABLE>
IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agent
Agreement to be signed by their respective duly authorized officers as of the
day and year first above written.
BJB INVESTMENT FUNDS
By /s/ Bernard Spilko Date 4/5/94
------------------------------ --------
Title CFO
--------------------------
Attest /s/ Robert Discolo
--------------------------
26
<PAGE>
UNIFIED ADVISERS, INC.
By AUTHORIZED SIGNATURE Date 3/28/94
--------------------------------- ---------
Title President
-----------------------------
By /s/ David A. Bryant Date 4/1/94
-------------------------------- ---------
Title Vice President
-----------------------------
Attest /s/ James Hayles
----------------------------
27
<PAGE>
BJB INVESTMENT FUNDS
ACCOUNT APPLICATION PLEASE PRINT OR TYPE
- --------------------------------------------------------------------------------
1. ACCOUNT REGISTRATION
Name(s) in which account is to be registered:
Individual _________________________________________________________________
Social Security Number _____________________________________________________
Joint Owner ________________________________________________________________
(If Joint Tenancy, use Social Security Number
of first Joint Tenant shown.)
OR Uniform Transfer to Minor: _________________________________________________
Custodian Name (one custodian only)
Under the ______________________________ Uniform Transfer to Minors Act or
similar act. State
Custodian for ______________________________________________________________
Minor's Name (one minor only)
Minor's Social Security Number _____________________________________________
OR / / Trust / / Corporation / / Other ______________________________________
(please specify)
Trust/Corporate Name _______________________________________________________
Trust Date ______________ Taxpayer Identification Number __________________
Additional forms, such as a Corporate Resolution, may be required. Call
1-800-435-4659 for information.
- --------------------------------------------------------------------------------
2. MAILING ADDRESS
Address for reports and statements:
____________________________________________________________________________
Street Address Apt.
____________________________________________________________________________
City State Zip Code
Telephone Number ___________________________________________________________
Non Resident Alien: / / No / / Yes _____________________________________
- --------------------------------------------------------------------------------
3. FUND SELECTION AND INITIAL INVESTMENT
With as little as $2,500, you can invest in the BJB Investment Funds. Please
be sure to read the current Prospectus carefully before investing or sending
money. You may request an additional Prospectus by calling 1-800-435-4659.
Investment Amount
BJB GLOBAL INCOME FUND $ ____________________________________
BJB INTERNATIONAL EQUITY FUND $ ____________________________________
Total Amount Invested: $ ____________________________________
/ / By check (Payable to the BJB Investment Funds or the Fund in which you
are investing.)
/ / By wire (Call 1-800-435-4659 for wire instructions.)
______________________________________________________________
(Account number assigned by Bank from which assets were wired.)
- --------------------------------------------------------------------------------
4. DIVIDENDS AND CAPITAL GAINS
(Check one - If none checked 'A' will be assigned.)
/ / A. Reinvest dividends and capital gains in additional Fund shares.
/ / B. Pay dividends in cash, reinvest capital gains in additional Fund
shares.
/ / C. Pay dividends and capital gains in cash.
- --------------------------------------------------------------------------------
5. TELEPHONE EXCHANGES AND REDEMPTIONS
Unless indicated below, I hereby authorize Unified Advisers, Inc.
('Unified'), BJB Investment Funds' Transfer Agent, to accept and act upon
telephone instructions regarding exchange and redemption transactions for my
account(s).
/ / I DO NOT want shares in my account(s) to be exchanged or redeemed by
telephone.
For more information, please refer to the current Prospectus.
- --------------------------------------------------------------------------------
6. WIRE REDEMPTION PRIVILEGE (OPTIONAL)
/ / Wire redemptions permit proceeds of redemption requests initiated by
telephone or letter to be transmitted via Fed Wire to Fed member banks.
Account of ________________________________________________________________
Name(s) on account
Name of person(s) able to act on behalf of account ________________________
(i.e., corporation, spouse, etc.)
<PAGE>
Bank Name _________________________________________________________________
Bank Address ______________________________________________________________
Street
_______________________________________________________________
City State Zip Code
Bank Account Number _______________________________________________________
(specify Checking or Savings)
ABA Routing Number ________________________________________________________
- --------------------------------------------------------------------------------
7. AUTOMATIC INVESTMENT PLAN
/ / Please send me the necessary authorization form for the Automatic
Investment Plan, where my money can automatically be invested in my
account on a regular basis.
- --------------------------------------------------------------------------------
8. AUTHORIZATIONS, CERTIFICATIONS AND SIGNATURES
AUTHORIZATION
By signing this Application, I(we) certify that I(we) have full right,
power, authority, and legal capacity to purchase shares of the Fund and
affirm that I(we) have received a current Prospectus and agree to be bound
by its terms and understand the investment objectives and policies stated
therein and that all representations contained in this Application and any
representations accompanying this Application pursuant to regulatory
authority of any State are true.
I(We) agree not to hold Unified or BJB Investment Funds responsible for
acting under the powers I(we) have given them. I(We) also agree that all
account registration information I(we) have given Unified will remain the
same unless I(we) tell Unified otherwise in writing that includes a
signature guarantee. I(We) also agree that this Application applies to any
BJB Investment Funds into which I(we) may exchange.
Shares of the Funds are not bank deposits and are not insured or guaranteed
by the FDIC.
TAXPAYER IDENTIFICATION
I(We) certify under penalties of perjury that:
(1) the social security number or taxpayer identification number shown in
Part 1 is correct and may be used for any custodial or trust account
opened for me(us) by BJB Investment Funds, and
(2) I(We) am(are) not subject to backup withholding because the Internal
Revenue Service ('IRS') (a) has not notified me(us) that I(we) am(are),
as a result of failure to report all interest or dividends, or (b) has
notified me(us) that I(we) am(are) no longer subject to backup
withholding. The certifications in this paragraph are required from all
non-exempt persons under the Federal income tax law.
/ / Check here if you are subject to backup withholding or have not
received a notice from the IRS advising you that backup withholding has
been terminated.
AUTHORIZATION:
____________________________________________________________________________
Signature of Owner Date Title (if signing for corporation, trusts, etc.)
____________________________________________________________________________
Signature of Owner Date Title (if signing for corporation, trusts, etc.)
- --------------------------------------------------------------------------------
9. FOR DEALER USE ONLY
We hereby authorize Unified to act as our agent in connection with
transactions authorized by this Application.
____________________________________________________________________________
Dealer's Name
____________________________________________________________________________
Main Office Address - Street
____________________________________________________________________________
City State Zip Code
____________________________________________________________________________
Representative's Name
____________________________________________________________________________
Branch #
____________________________________________________________________________
Rep #
____________________________________________________________________________
Branch Address - Street
____________________________________________________________________________
City State Zip Code
____________________________________________________________________________
Telephone Number
____________________________________________________________________________
Authorized Signature of Dealer
____________________________________________________________________________
Title
Mail Completed Application to: BJB Investment Funds, P.O. Box 6110,
Indianapolis, IN 46206-6110
<PAGE>
- -------------------------------------------------------------------------------
AUTOMATIC INVESTMENT PLAN
- -------------------------------------------------------------------------------
THE PROGRAM DESIGNED FOR CONVENIENT INVESTING
BJB Investment Funds offers an Automatic Investment Plan (AIP)* that will
perform all of the steps needed to invest on a regular basis. All you have
to do is fill out this form and AIP will do the rest. Your money will be
automatically invested in the BJB Fund of your choice.
---------------------------------
There is no cost to you for the benefit Mail to:
of AIP. Just fill out the information BJB Investment Funds
needed and mail it to the address listed Exchange Place
to the right. It's that simple. P.O. box 1376
Boston, Massachusetts
For assistance in completing this appli- 02104-1376
cation, call the BJB Investment Funds at: ------------------------------
800-435-4659
*See the prospectus for additional
information regarding AIP. Please print or type
- --------------------------------------------------------------------------------
STEP 1
- --------------------------------------------------------------------------------
YES, I (we) wish to particpate in the Automatic Investment Plan (AIP). I (We)
authorize The Shareholder Services Group, Inc. ("TSSG"), BJB Investment Funds'
transfer agent, to automatically invest and draw a bank draft in payment of
each of these investments against my checking account. Please invest.
----------------------
$ for me (us) on a / / monthly or / / quarterly basis.
---------------------- (choose one)
(any amount of $100 or more)
Please choose either the / / 15th or the / / 30th of the month.
For the purpose of verifying my (our) bank account number, I (we) have
enclosed a blank check marked void and have completed the Bank Authorization
Form on the reverse side.
----------------------------------------------------------------
Name of Fund
----------------------------------------------------------------
-----------------------------------------------
Account Number (if applicable)
-----------------------------------------------
Please note that your bank will clear and process each bank draft and will
include it with your regular statement. However, acceptance of this
authorization is conditional upon approval of your authoization by your bank,
which will aloow TSSG, the transfer agent for BJB Investment Funds, to act as
your Agent with regard to AIP. The AIP will automatically terminate without
notice if any bank draft is not paid upon presentation by TSSG to your bank.
The AIP may be modified or terminated at any time, upon thirty (30) days
written notice.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Signature of Depositor Date
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Signature of Joint Depositor (if any) Date
------------------------------------------------------------------------------
(staple void check here)
------------------------------------------------------------------------------
<PAGE>
STEP 2
BANK AUTHORIZATION FORM
Fill in all the information regarding your bank and the account from which
withdrawals will be made. By completing this form you give TSSG, BJB Investment
Funds' transfer agent, authorization to withdraw your money from your bank
account and make the automatic investment in the BJB Investment Fund of your
choice. Sign your name and date the form. (If your bank account is a joint
account, please have the joint depositor whose name appears on the account also
sign and date this form.)
Account of
--------------------------------------------------------------------
Name(s) on account
Bank Name/Branch
--------------------------------------------------------------
Bank Address
------------------------------------------------------------------
Street
------------------------------------------------------------------
City State Zip Code
Account Number
----------------------------------------------------------------
I (We) hereby request and authorize you to pay and charge my account with bank
drafts drawn on my account by and payable to the order of TSSG (the "Transfer
Agent") provided there are sufficient funds in said account to pay the same upon
presentation. I (We) agree that your treatment of each such bank draft, and your
rights with respect to it, shall be the same as if it were signed personally by
me (us). I (We) further agree that if any such bank draft is dishonored, whether
with or without cause, and whether intentionally or inadvertently, you shall be
under no liability whatsoever. I (We) further agree that such authorization,
unless sooner terminated by you, is to remain in effect until receipt by you of
written notice from me (us) of its revocation.
- -------------------------------------------------------------------------------
Signature of Depositor Date
- -------------------------------------------------------------------------------
Signature of Joint Depositor (if any) Date
Investment Advisers:
Julius Baer Investment Management, Inc. (BJB Global Income Fund)
Bank Julius Baer & Co., Ltd., New York Branch (BJB International Equity Fund)
Distributor:
Funds Distributor, Inc.
Funds Distributor, Inc. is not a bank and securities offered by it are not
backed, or guaranteed by any bank, or endorsed by Bank Julius Baer. Investments
in BJB Investment Funds are not bank deposits and are not FDIC insured.
This information is authorized for use with prospective investors only if
preceded or accompanied by a current prospectus, which contains details on
charges and expenses. Please read the prospectus carefully before you invest or
send money.
<PAGE>
PURCHASE AGREEMENT
Purchase Agreement dated June 18, 1992 between BJB Global Income
Fund, a business trust organized under the laws of The Commonwealth of
Massachusetts (the "Fund"), and Funds Distributor Inc. ("Funds Distributor"),
a corporation organized under the laws of Massachusetts.
WHEREAS, the Fund is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund proposes to issue and sell shares of beneficial
interest, par value $.001 per share (the "Shares"), to the public pursuant to
a Registration Statement on Form N-1A (the "Registration Statement") filed
with the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered
investment company to have a net worth of at least $100,000 before making a
public offering of its securities.
NOW, THEREFORE, the Fund and Funds Distributor agree as follows:
1. The Fund offers to sell to Funds Distributor, and Funds
Distributor agrees to purchase from the Fund, 8,334 Shares
at a price of $12.00 per Share (the "Initial Shares") on a
date, to be specified by the Fund, prior to the effective
date of the Registration Statement.
2. Funds Distributor represents and warrants to the Fund that
Funds Distributor is acquiring the Initial Shares for
investment purposes only and that the Initial Shares will be
sold only pursuant to a registration statement under the
Securities Act of 1933, as amended, or an applicable
exemption from those registration requirements.
3. Funds Distributor's right under this Purchase Agreement to
purchase the Initial Shares is not assignable.
IN WITNESS WHEREOF, the Fund and Funds Distributor have caused their
duly authorized officers to execute this Purchase Agreement as of the date
first above written.
BJB GLOBAL INCOME FUND
By: /s/ David E. Bodner
------------------------
David E. Bodner, President
FUNDS DISTRIBUTOR INC.
By: AUTHORIZED SIGNATURE
--------------------
1
<PAGE>
DISTRIBUTION PLAN
This Distribution Plan (the "Plan"), is adopted in accordance with
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as amended
(the "1940 Act"), by BJB Investment Funds, a business trust organized under
the laws of the Commonwealth of Massachusetts (the "Trust"), in respect of its
BJB Global Income Fund (the "Fund") subject to the following terms and
conditions:
Section 1. Distribution Agreements; Annual Fee.
(a) Distribution Agreements. Any officer of the Trust is authorized
to execute and deliver, in the name and on behalf of the Trust and the Fund,
written agreements duly approved by the Board of Trustees of the Trust (the
"Distribution Agreements") with institutional shareholders of record (the
"Service Organization") of shares of beneficial interest in the Fund, par
value $.001 per share (the "Shares"). Pursuant to the Distribution Agreements,
the Service Organizations will be paid an annual fee for providing services
primarily intended to result in the sale of Shares as well as certain
shareholder servicing, administrative and accounting services to their
customers or clients who beneficially own Shares ("Customers").
(b) Distribution and Servicing Fees for Class A Shares. The Fund may
expend an aggregate amount on an annual basis not to exceed .25% of the value
of the Fund's average daily net assets attributable to the Class A Shares for
services provided under the Plan and under any Shareholder Services Plan
adopted by the Trust on behalf of the Fund.
(c) Distribution and Servicing Fees for Class B Shares. The Fund may
expend an amount on an annual basis not to exceed .75% of the value of the
Fund's average daily net assets attributable to the Class B Shares for
services provided under the Plan. The Fund may expend an amount on an annual
basis not to exceed .25% of the value of the Fund's average daily net assets
attributable to the Class B Shares for services provided under any Shareholder
Services Plan adopted by the Trust on behalf of the Fund. However, the maximum
amount payable annually by the Fund under the Plan with respect to the Class B
Shares is 1.00% of the value of the Fund's average daily net assets
attributable to the Class B Shares.
(d) Payment of Fees. The Distribution Fee will be calculated daily
and paid monthly by the Fund with respect to the foregoing classes of the
Fund's shares (each a "Class" and together the "Classes") at the annual rates
indicated above.
Section 2. Services
The annual fee paid to the Service Organizations under Section 1 of
the Plan will compensate Service Organizations to cover certain expenses
incurred by each Class primarily intended to result in the sale of Shares,
including, but not limited to, (a) costs of
1
<PAGE>
payments made to employees that engage in the distribution of shares; (b)
payments made to, and expenses of, persons who provide support services in
connection with the distribution of Shares, including, but not limited to,
office space and equipment, telephone facilities, answering routine inquiries
regarding the Fund, processing shareholder transactions and providing any
other shareholder services not otherwise provided by the Trust's transfer
agent; (c) costs relating to the formulation and implementation of marketing
and promotional activities, including, but not limited to, direct mail
promotion and television, radio, newspaper, magazine and other mass media
advertising; (d) costs of printing and distributing prospectuses, statements
of additional information and reports of the Fund to prospective shareholders
of the Fund; (e) costs involved in preparing, printing and distributing sales
literature pertaining to the Fund; and (f) costs involved in obtaining
whatever information, analyses and reports with respect to marketing and
promotional activities that the Fund may, from time to time, deem advisable.
Section 3. Approval of Shareholders.
The Plan will not take effect, and no fee will be payable in
accordance with Section 1 of the Plan, with respect to a Class until the Plan
has been approved by a vote of at least a majority of the outstanding voting
securities of the Class. The Plan will be deemed to have been approved with
respect to a Class so long as a majority of the outstanding voting securities
of the Class votes for the approval of the Plan, notwithstanding that: (a) the
Plan has not been approved by a majority of the outstanding voting securities
of any other Class, or (b) the Plan has not been approved by a majority of the
outstanding voting securities of the Fund.
Section 4. Approval of Trustees.
The Plan will not take effect and payments under any related
agreement will not be made until the Plan and such agreement are approved by a
majority of both (a) the full Board of Trustees of the Trust and (b) those
Trustees who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called
for the purpose of voting on the Plan and the related agreements.
Section 5. Continuance of the Plan.
The Plan will continue in effect with respect to each Class for so
long as its continuance is specifically approved at least annually by the
Trust's Board of Trustees in the manner described in Section 4 above.
Section 6. Termination.
The Plan may be terminated at any time with respect to a Class (i) by
the Fund without the payment of any penalty, by the vote of a majority of the
outstanding voting
2
<PAGE>
securities of such Class or (ii) by a vote of the Qualified Trustees. The Plan
may remain in effect with respect to a particular Class even if the Plan has
been terminated in accordance with this Section 6 with respect to any other
Class.
Section 7. Amendments.
The Plan may be amended at any time by the Board of Trustees,
provided that no material amendment to the Plan shall become effective unless
approved by the Trust's Board of Trustees in the manner described in Section 4
above and that the Plan may not be amended to increase materially the amount
that may be spent under the Plan without shareholder approval.
Section 8. Selection of Certain Trustees.
While the Plan is in effect, the selection and nomination of the
Trust's Trustees who are not interested persons of the Fund will be committed
to the discretion of the Trustees then in office who are not interested
persons of the Fund.
Section 9. Written Reports.
In each year during which the Plan remains in effect, Bank Julius
Baer & Co., Ltd., the Fund's sub-adviser and servicing agent, will prepare and
furnish to the Trust's Board of Trustees and the Board will review, at least
quarterly, written reports, which sets out the amounts expended under the Plan
and the purposes for which those expenditures were made.
Section 10. Preservation of Materials.
The Fund will preserve copies of the Plan, any agreement relating to
the Plan and any report made pursuant to Section 9 above, for a period of not
less than six years (the first two years in an easily accessible place) from
the date of the Plan, agreement or report.
Section 11. Meanings of Certain Terms.
As used in the Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the 1940 Act and the rules and regulations
thereunder, subject to any exemption that may be granted to the Fund under the
1940 Act by the Securities and Exchange Commission.
Section 12. Limitation of Liability.
It is expressly agreed that the obligations of the Fund hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, employees or agents,
3
<PAGE>
whether past, present or future, of the Fund, individually, but are binding
only upon the assets and property of the Fund, as provided in the Master Trust
Agreement of the Trust. The execution and delivery of this Plan has been
authorized by the Trustees and by shareholders of the Fund holding at least a
majority of the outstanding voting securities and signed by an authorized
officer of the Fund, acting as such, and neither such authorization by such
Trustees and shareholders 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 or them personally, but shall bind only the trust property of
the Fund as provided in the Master Trust Agreement.
Dated: October 4, 1993
4
<PAGE>
DISTRIBUTION PLAN
This Distribution Plan (the "Plan"), is adopted in accordance with
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as amended
(the "1940 Act"), by BJB Investment Funds, a business trust organized under
the laws of the Commonwealth of Massachusetts (the "Trust"), in respect of its
BJB International Equity Fund (the "Fund") subject to the following terms and
conditions:
Section 1. Distribution Agreements; Annual Fee.
(a) Distribution Agreements. Any officer of the Trust is authorized
to execute and deliver, in the name and on behalf of the Trust and the Fund,
written agreements duly approved by the Board of Trustees of the Trust (the
"Distribution Agreements") with institutional shareholders of record (the
"Service Organization") of shares of beneficial interest in the Fund, par
value $.001 per share (the "Shares"). Pursuant to the Distribution Agreements,
the Service Organizations will be paid an annual fee for providing services
primarily intended to result in the sale of Shares as well as certain
shareholder servicing, administrative and accounting services to their
customers or clients who beneficially own Shares ("Customers").
(b) Distribution and Servicing Fees for Class A Shares. The Fund may
expend an aggregate amount on an annual basis not to exceed .25% of the value
of the Fund's average daily net assets attributable to the Class A Shares for
services provided under the Plan and under any Shareholder Services Plan
adopted by the Trust on behalf of the Fund.
(c) Distribution and Servicing Fees for Class B Shares. The Fund may
expend an amount on an annual basis not to exceed .75% of the value of the
Fund's average daily net assets attributable to the Class B Shares for
services provided under the Plan. The Fund may expend an amount on an annual
basis not to exceed .25% of the value of the Fund's average daily net assets
attributable to the Class B Shares for services provided under any Shareholder
Services Plan adopted by the Trust on behalf of the Fund. However, the maximum
amount payable annually by the Fund under the Plan with respect to the Class B
Shares is 1.00% of the value of the Fund's average daily net assets
attributable to the Class B Shares.
(d) Payment of Fees. The Distribution Fee will be calculated daily
and paid monthly by the Fund with respect to the foregoing classes of the
Fund's shares (each a "Class" and together the "Classes") at the annual rates
indicated above.
Section 2. Services
The annual fee paid to the Service Organizations under Section 1 of
the Plan will compensate Service Organizations to cover certain expenses
incurred by each Class primarily intended to result in the sale of Shares,
including, but not limited to, (a) costs of
1
<PAGE>
payments made to employees that engage in the distribution of shares; (b)
payments made to, and expenses of, persons who provide support services in
connection with the distribution of Shares, including, but not limited to,
office space and equipment, telephone facilities, answering routine inquiries
regarding the Fund, processing shareholder transactions and providing any
other shareholder services not otherwise provided by the Trust's transfer
agent; (c) costs relating to the formulation and implementation of marketing
and promotional activities, including, but not limited to, direct mail
promotion and television, radio, newspaper, magazine and other mass media
advertising; (d) costs of printing and distributing prospectuses, statements
of additional information and reports of the Fund to prospective shareholders
of the Fund; (e) costs involved in preparing, printing and distributing sales
literature pertaining to the Fund; and (f) costs involved in obtaining
whatever information, analyses and reports with respect to marketing and
promotional activities that the Fund may, from time to time, deem advisable.
Section 3. Approval of Shareholders.
The Plan will not take effect, and no fee will be payable in
accordance with Section 1 of the Plan, with respect to a Class until the Plan
has been approved by a vote of at least a majority of the outstanding voting
securities of the Class. The Plan will be deemed to have been approved with
respect to a Class so long as a majority of the outstanding voting securities
of the Class votes for the approval of the Plan, notwithstanding that: (a) the
Plan has not been approved by a majority of the outstanding voting securities
of any other Class, or (b) the Plan has not been approved by a majority of the
outstanding voting securities of the Fund.
Section 4. Approval of Trustees.
The Plan will not take effect and payments under any related
agreement will not be made until the Plan and such agreement are approved by a
majority of both (a) the full Board of Trustees of the Trust and (b) those
Trustees who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called
for the purpose of voting on the Plan and the related agreements.
Section 5. Continuance of the Plan.
The Plan will continue in effect with respect to each Class for so
long as its continuance is specifically approved at least annually by the
Trust's Board of Trustees in the manner described in Section 4 above.
Section 6. Termination.
The Plan may be terminated at any time with respect to a Class (i) by
the Fund without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of such Class or (ii) by a vote of the Qualified
Trustees. The Plan may remain in
2
<PAGE>
effect with respect to a particular Class even if the Plan has been terminated
in accordance with this Section 6 with respect to any other Class.
Section 7. Amendments.
The Plan may be amended at any time by the Board of Trustees,
provided that no material amendment to the Plan shall become effective unless
approved by the Trust's Board of Trustees in the manner described in Section 4
above and that the Plan may not be amended to increase materially the amount
that may be spent under the Plan without shareholder approval.
Section 8. Selection of Certain Trustees.
While the Plan is in effect, the selection and nomination of the
Trust's Trustees who are not interested persons of the Fund will be committed
to the discretion of the Trustees then in office who are not interested
persons of the Fund.
Section 9. Written Reports.
In each year during which the Plan remains in effect, Bank Julius
Baer & Co., Ltd., the Fund's sub-adviser and servicing agent, will prepare and
furnish to the Trust's Board of Trustees and the Board will review, at least
quarterly, written reports, which sets out the amounts expended under the Plan
and the purposes for which those expenditures were made.
Section 10. Preservation of Materials.
The Fund will preserve copies of the Plan, any agreement relating to
the Plan and any report made pursuant to Section 9 above, for a period of not
less than six years (the first two years in an easily accessible place) from
the date of the Plan, agreement or report.
Section 11. Meanings of Certain Terms.
As used in the Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the 1940 Act and the rules and regulations
thereunder, subject to any exemption that may be granted to the Fund under the
1940 Act by the Securities and Exchange Commission.
Section 12. Limitation of Liability.
It is expressly agreed that the obligations of the Fund hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the Fund,
individually, but are binding only upon the assets and property of the Fund,
as provided in the Master Trust Agreement of the Trust. The execution and
delivery of this Plan has been authorized by the Trustees and by
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<PAGE>
shareholders of the Fund holding at least a majority of the outstanding voting
securities and signed by an authorized officer of the Fund, acting as such,
and neither such authorization by such Trustees and shareholders 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 or them personally,
but shall bind only the trust property of the Fund as provided in the Master
Trust Agreement.
Dated: October 4, 1993
<PAGE>
SHAREHOLDER SERVICES PLAN
This Shareholder Services Plan (the "Plan"), is adopted by BJB
Investment Funds, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), in respect of its BJB Global
Income Fund (the "Fund") subject to the following terms and conditions:
Section 1. Servicing Agreements; Annual Fee.
(a) Servicing Agreements. Any officer of the Trust is authorized to
execute and deliver, in the name and on behalf of the Trust and the Fund,
written agreements duly approved by the Board of Trustees of the Trust (the
"Servicing Agreements") with institutional shareholders of record (the
"Service Organization") of shares of beneficial interest in the Fund, par
value $.001 per share (the "Shares"). Pursuant to the Servicing Agreements,
the Service Organizations will be paid an annual fee for providing certain
shareholder servicing, administrative and accounting services to their
customers or clients who beneficially own Shares ("Customers").
(b) Distribution and Servicing Fees for Class A Shares. The Fund may
expend an aggregate amount on an annual basis not to exceed .25% of the value
of the Fund's average daily net assets attributable to the Class A Shares for
services provided under the Plan and under any Distribution Plan adopted by
the Trust on behalf of the Fund.
(c) Distribution and Servicing Fees for Class B Shares. The Fund may
expend an amount on an annual basis not to exceed .25% of the value of the
Fund's average daily net assets attributable to the Class B Shares for
services provided under the Plan. The Fund may expend an amount on an annual
basis not to exceed .75% of the value of the Fund's average daily net assets
attributable to the Class B Shares for services provided under any
Distribution Plan adopted by the Trust on behalf of the Fund. However, the
maximum amount payable annually by the Fund under the Plan and under any
Distribution Plan with respect to the Class B Shares is 1.00% of the value of
the Fund's average daily net assets attributable to the Class B Shares.
(d) Payment of Fees. The Shareholder Servicing Fee will be calculated
daily and paid monthly by the Fund with respect to the foregoing classes of
the Fund's shares (each a "Class" and together the "Classes") at the annual
rates indicated above.
Section 2. Shareholder Services
The annual fee paid to the Service Organizations under Section 1 of
the Plan will compensate Service Organizations for providing certain
shareholder servicing, administrative and accounting services, including, but
not limited to, (a) aggregating and processing purchase and redemption
requests from Customers and placing net purchase and redemption orders with
the Trust's distributor or transfer agent; (b) providing
1
<PAGE>
Customers with a service that invests the assets of their accounts in Shares;
(c) processing dividend payments from the Fund on behalf of Customers; (d)
providing information periodically to Customers showing their position in
Shares; (e) arranging for bank wires; (f) responding to Customer inquiries
relating to the service performed by it; (g) providing sub-accounting with
respect to Shares beneficially owned by Customers or the information to the
Fund necessary for sub-accounting; (h) forwarding shareholder communications
from the Fund (for example, proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices)
to Customers, if required by law; and (i) providing other similar services to
the extent permitted under applicable statues, rules and regulations.
Section 3. Approval of Trustees.
The Plan will not take effect and payments under any related
agreement will not be made until the Plan and such agreements are approved by
a majority of both (a) the full Board of Trustees of the Trust and (b) those
Trustees who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called
for the purpose of voting on the Plan and the related agreements.
Section 4. Continuance of the Plan.
The Plan will continue in effect with respect to each Class for so
long as its continuance is specifically approved at least annually by the
Trust's Board of Trustees in the manner described in Section 3 above.
Section 5. Termination.
The Plan may be terminated at any time with respect to a Class (i) by
the Fund without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of such Class or (ii) by a vote of the Qualified
Trustees. The Plan may remain in effect with respect to a particular Class
even if the Plan has been terminated in accordance with this Section 5 with
respect to any other Class.
Section 6. Amendments.
The Plan may be amended at any time by the Board of Trustees,
provided that no material amendment to the Plan shall become effective unless
approved by the Trust's Board of Trustees in the manner described in Section 3
above and that the Plan may not be amended to increase materially the amount
that may be spent under the Plan without shareholder approval.
2
<PAGE>
Section 7. Selection of Certain Trustees.
While the Plan is in effect, the selection and nomination of the
Trust's Trustees who are not interested persons of the Fund will be committed
to the discretion of the Trustees then in office who are not interested
persons of the Fund.
Section 8. Written Reports.
In each year during which the Plan remains in effect, Bank Julius
Baer & Co., Ltd., the Fund's sub-adviser and servicing agent, will prepare and
furnish to the Trust's Board of Trustees and the Board will review, at least
quarterly, written reports, which sets out the amounts expended under the Plan
and the purposes for which those expenditures were made.
Section 9. Preservation of Materials.
The Fund will preserve copies of the Plan, any agreement relating to
the Plan and any report made pursuant to Section 8 above, for a period of not
less than six years (the first two years in an easily accessible place) from
the date of the Plan, agreement or report.
Section 10. Meanings of Certain Terms.
As used in the Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the 1940 Act and the rules and regulations
thereunder, subject to any exemption that may be granted to the Fund under the
1940 Act by the Securities and Exchange Commission.
Section 11. Limitation of Liability.
It is expressly agreed that the obligations of the Fund hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the Fund,
individually, but are binding only upon the assets and property of the Fund,
as provided in the Master Trust Agreement of the Trust. The execution and
delivery of this Plan has been authorized by the Trustees and by shareholders
of the Fund holding at least a majority of the outstanding voting securities
and signed by an authorized officer of the Fund, acting as such, and neither
such authorization by such Trustees and shareholders 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 or them personally, but shall
bind only the trust property of the Fund as provided in the Master Trust
Agreement.
Dated: October 4, 1993
3
<PAGE>
SHAREHOLDER SERVICES PLAN
This Shareholder Services Plan (the "Plan"), is adopted by BJB
Investment Funds, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), in respect of its BJB
International Equity Fund (the "Fund") subject to the following terms and
conditions:
Section 1. Servicing Agreements; Annual Fee.
(a) Servicing Agreements. Any officer of the Trust is authorized to
execute and deliver, in the name and on behalf of the Trust and the Fund,
written agreements duly approved by the Board of Trustees of the Trust (the
"Servicing Agreements") with institutional shareholders of record (the
"Service Organization") of shares of beneficial interest in the Fund, par
value $.001 per share (the "Shares"). Pursuant to the Servicing Agreements,
the Service Organizations will be paid an annual fee for providing certain
shareholder servicing, administrative and accounting services to their
customers or clients who beneficially own Shares ("Customers").
(b) Distribution and Servicing Fees for Class A Shares. The Fund may
expend an aggregate amount on an annual basis not to exceed .25% of the value
of the Fund's average daily net assets attributable to the Class A Shares for
services provided under the Plan and under any Distribution Plan adopted by
the Trust on behalf of the Fund.
(c) Distribution and Servicing Fees for Class B Shares. The Fund may
expend an amount on an annual basis not to exceed .25% of the value of the
Fund's average daily net assets attributable to the Class B Shares for
services provided under the Plan. The Fund may expend an amount on an annual
basis not to exceed .75% of the value of the Fund's average daily net assets
attributable to the Class B Shares for services provided under any
Distribution Plan adopted by the Trust on behalf of the Fund. However, the
maximum amount payable annually by the Fund under the Plan and under any
Distribution Plan with respect to the Class B Shares is 1.00% of the value of
the Fund's average daily net assets attributable to the Class B Shares.
(d) Payment of Fees. The Shareholder Servicing Fee will be calculated
daily and paid monthly by the Fund with respect to the foregoing classes of
the Fund's shares (each a "Class" and together the "Classes") at the annual
rates indicated above.
Section 2. Shareholder Services
The annual fee paid to the Service Organizations under Section 1 of
the Plan will compensate Service Organizations for providing certain
shareholder servicing, administrative and accounting services, including, but
not limited to, (a) aggregating and processing purchase and redemption
requests from Customers and placing net purchase and redemption orders with
the Trust's distributor or transfer agent; (b) providing
1
<PAGE>
Customers with a service that invests the assets of their accounts in Shares;
(c) processing dividend payments from the Fund on behalf of Customers; (d)
providing information periodically to Customers showing their position in
Shares; (e) arranging for bank wires; (f) responding to Customer inquiries
relating to the service performed by it; (g) providing sub-accounting with
respect to Shares beneficially owned by Customers or the information to the
Fund necessary for sub-accounting; (h) forwarding shareholder communications
from the Fund (for example, proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices)
to Customers, if required by law; and (i) providing other similar services to
the extent permitted under applicable statues, rules and regulations.
Section 3. Approval of Trustees.
The Plan will not take effect and payments under any related
agreement will not be made until the Plan and such agreements are approved by
a majority of both (a) the full Board of Trustees of the Trust and (b) those
Trustees who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called
for the purpose of voting on the Plan and the related agreements.
Section 4. Continuance of the Plan.
The Plan will continue in effect with respect to each Class for so
long as its continuance is specifically approved at least annually by the
Trust's Board of Trustees in the manner described in Section 3 above.
Section 5. Termination.
The Plan may be terminated at any time with respect to a Class (i) by
the Fund without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of such Class or (ii) by a vote of the Qualified
Trustees. The Plan may remain in effect with respect to a particular Class
even if the Plan has been terminated in accordance with this Section 5 with
respect to any other Class.
Section 6. Amendments.
The Plan may be amended at any time by the Board of Trustees,
provided that no material amendment to the Plan shall become effective unless
approved by the Trust's Board of Trustees in the manner described in Section 3
above and that the Plan may not be amended to increase materially the amount
that may be spent under the Plan without shareholder approval.
2
<PAGE>
Section 7. Selection of Certain Trustees.
While the Plan is in effect, the selection and nomination of the
Trust's Trustees who are not interested persons of the Fund will be committed
to the discretion of the Trustees then in office who are not interested
persons of the Fund.
Section 8. Written Reports.
In each year during which the Plan remains in effect, Bank Julius
Baer & Co., Ltd., the Fund's sub-adviser and servicing agent, will prepare and
furnish to the Trust's Board of Trustees and the Board will review, at least
quarterly, written reports, which sets out the amounts expended under the Plan
and the purposes for which those expenditures were made.
Section 9. Preservation of Materials.
The Fund will preserve copies of the Plan, any agreement relating to
the Plan and any report made pursuant to Section 8 above, for a period of not
less than six years (the first two years in an easily accessible place) from
the date of the Plan, agreement or report.
Section 10. Meanings of Certain Terms.
As used in the Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the 1940 Act and the rules and regulations
thereunder, subject to any exemption that may be granted to the Fund under the
1940 Act by the Securities and Exchange Commission.
Section 11. Limitation of Liability.
It is expressly agreed that the obligations of the Fund hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the Fund,
individually, but are binding only upon the assets and property of the Fund,
as provided in the Master Trust Agreement of the Trust. The execution and
delivery of this Plan has been authorized by the Trustees and by shareholders
of the Fund holding at least a majority of the outstanding voting securities
and signed by an authorized officer of the Fund, acting as such, and neither
such authorization by such Trustees and shareholders 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 or them personally, but shall
bind only the trust property of the Fund as provided in the Master Trust
Agreement.
Dated: October 4, 1993
3
<PAGE>
SHAREHOLDER SERVICING AGREEMENT
October 4, 1993
Julius Baer Investment Management Inc.
330 Madison Avenue
New York, New York 10017
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, BJB Investment Funds, an open-end
investment company organized under the laws of The Commonwealth of
Massachusetts (the "Trust"), has agreed that Julius Baer Investment Management
Inc. (the "Service Organization") shall provide certain shareholder servicing,
administrative and accounting services, to certain of its customers
("Customers") who from time to time may beneficially own shares of beneficial
interest in the Trust's BJB Global Income Fund (the "Fund"), par value $.001
per share ("Shares").
Section 1. The Service Organization agrees to provide the following
services to Customers who may from time to time own Shares: (i) aggregating
and processing purchase and redemption requests for Shares from Customers and
placing net purchase and redemption orders with the Trust's transfer agent;
(ii) providing Customers with a service that invests the assets of their
accounts in Shares; (iii) processing dividend payments from the Fund on behalf
of Customers; (iv) providing information periodically to Customers showing
their positions in Shares; (v) arranging for bank wires; (vi) responding to
Customer inquiries relating to the services performed by it; (vii) providing
sub-accounting with respect to Shares beneficially owned by Customers or the
information to the Trust necessary for sub-accounting; (viii) if required by
law, forwarding shareholder communications from the Fund (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices ) to Customers; and (ix) providing such other
similar services as the Trust may reasonably request to the extent permitted
under applicable statutes, rules and regulations.
Section 2. The Service Organization will provide such office space
and equipment, telephone facilities and personnel (which may be part of the
space, equipment and facilities currently used in its business, or any
personnel employed by it) as may reasonably be necessary or beneficial in
order to provide the aforementioned services to Customers.
Section 3. Neither the Service Organization nor any of its officers,
employees or agents are authorized to make any representations concerning the
Trust, the Fund or the Shares except those contained in the Fund's then
current prospectus or statement of additional information for such Shares,
copies of which will be supplied by the Trust to
1
<PAGE>
the Service Organization, or in such supplemental literature or advertising as
may be authorized by the Trust in writing.
Section 4. For all purposes of this Agreement, the Service
Organization will be deemed to be an independent contractor, and will have no
authority to act as agent for the Trust in any manner or in any respect. By
its written acceptance of this Agreement, the Service Organization agrees to
and does release, indemnify and hold harmless the Trust and the Fund from and
against any and all direct or indirect liabilities or losses resulting from
requests, directions or actions or inactions of or by the Service Organization
or its officers, employees or agents regarding its responsibilities hereunder
or the purchase, redemption, transfer or registration of Shares by or on
behalf of Customers. The Service Organization and its employee will, upon
request, be available during normal business hours to consult with the Trust
or its designees concerning the performance of their responsibilities under
this Agreement.
Section 5. In consideration of the services and facilities provided
by the Service Organization hereunder, the Fund will pay to the Service
Organization, and the Service Organization will accept as full payment
therefor, a fee at the annual rate of .25% of the average daily net assets of
the Shares held of record or beneficially by the Customers (the "Customers'
Shares"), which fee will be computed daily and payable quarterly. For purposes
of determining the fees payable under this Section 5, the average daily net
assets of the Customers' shares will be computed in the manner specified in
the Fund's registration statement (as the same is in effect from time to time)
in connection with the computation of the net asset value of Shares for
purposes of purchases and redemptions. The fee rate stated above may be
prospectively increased or decreased by the Fund, in its sole discretion, at
any time upon notice to the Service Organization. Further, the Trust may, in
its discretion and without notice, suspend or withdraw the sale of the Shares,
including the sale of such Shares to the Service Organization for the account
of any Customer or Customers.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Agreement will provide to the
Trust's Board of Trustees, and the Trust will review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made. In addition, the Service Organizations will furnish
the Trust or its designees with such information as it or they may reasonably
request (including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will otherwise
cooperate with the Trust and its designees (including, without limitation, any
auditors designated by the Trust), in connection with the preparation of
reports to its Board of Trustees concerning this Agreement and the monies paid
or payable by the Fund pursuant hereto, as well as any other reports or
filings that may be required by law.
2
<PAGE>
Section 7. The Trust, on behalf of the Fund, may enter into other
similar Shareholder Servicing Agreements with any other person or persons
without the consent of the Service Organization.
Section 8. By its written acceptance of this Agreement, the Service
Organization represents, warrants and agrees that: (a) in no event will any of
the services provided by it hereunder be primarily intended to result in the
sale of any shares issued by the Fund; and (b) the Service Organization is
fully authorized by applicable law and regulation and by any agreement it may
have with an Customer or client for whom it may act pursuant to this Agreement
to perform the services and receive the compensation therefor described in
this Agreement.
Section 9. Unless sooner terminated, this Agreement will continue for
an initial two-year period and thereafter will continue automatically for
successive annual periods provided such continuance is specifically approved
at least annually by the Fund in the manner described in Section 12 hereof.
This Agreement is terminable with or without cause without penalty, at any
time by the Trust (which termination may be by vote of a majority of (a) the
Disinterested Trustees as defined in Section 12 hereof or (b) the outstanding
voting securities of the Fund (as defined in the Investment Company Act of
1940, as amended), or by the Service Organization upon notice to the Trust.
Section 10. All notices and other communications to either the
Service Organization or the Trust, respectively, will be duly given if mailed,
telegraphed, telefaxed or transmitted by similar telecommunications device to
the Service Organization at the address shown above and to the Trust c/o Bank
Julius Baer & Co., Ltd., at 330 Madison Avenue, New York, New York 10017.
Section 11. This Agreement will be construed in accordance with the
laws of the State of New York and automatically terminates in the event of its
assignment (as defined in the Investment Company Act of 1940, as amended).
Section 12. This Agreement will not take effect and payments
hereunder may not be made until the Agreement has been approved by a vote of a
majority of (i) the Trust's Board of Trustees and (ii) those Trustees who are
not "interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Trust and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan adopted by the Trust regarding the
provision of support services to the beneficial owners of the Shares or in any
agreements related thereto ("Disinterested Trustees"), cast in person at a
meeting for the purpose of voting on such approval.
Section 13. The Trust and the Service Organization agree that the
obligations under this Agreement shall not be binding on any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past, present
or future, of the Trust, individually, but are binding only upon the assets
and property of the Fund, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been
3
<PAGE>
authorized by the Trustees and the sole shareholder of the Fund, and signed by
an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees and shareholder nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind only the
trust property of the Fund as provided in its Master Trust Agreement.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below
indicated, and whereupon it shall become a binding agreement between us.
Very truly yours,
BJB INVESTMENT FUNDS
By: /s/ Bernard Spilko
------------------
Bernard Spilko
Chief Financial Officer
Accepted:
JULIUS BAER INVESTMENT
MANAGEMENT INC.
By: /s/ Jay Dirnberger
------------------
Authorized Officer
4
<PAGE>
SHAREHOLDER SERVICING AGREEMENT
October 4, 1993
Julius Baer Investment Management Inc.
330 Madison Avenue
New York, New York 10017
Dear Sirs:
This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, BJB Investment Funds, an open-end
investment company organized under the laws of The Commonwealth of
Massachusetts (the "Trust"), has agreed that Julius Baer Investment Management
Inc. (the "Service Organization") shall provide certain shareholder servicing,
administrative and accounting services, to certain of its customers
("Customers") who from time to time may beneficially own shares of beneficial
interest in the Trust's BJB International Equity Fund (the "Fund"), par value
$.001 per share ("Shares").
Section 1. The Service Organization agrees to provide the following
services to Customers who may from time to time own Shares: (i) aggregating
and processing purchase and redemption requests for Shares from Customers and
placing net purchase and redemption orders with the Trust's transfer agent;
(ii) providing Customers with a service that invests the assets of their
accounts in Shares; (iii) processing dividend payments from the Fund on behalf
of Customers; (iv) providing information periodically to Customers showing
their positions in Shares; (v) arranging for bank wires; (vi) responding to
Customer inquiries relating to the services performed by it; (vii) providing
sub-accounting with respect to Shares beneficially owned by Customers or the
information to the Trust necessary for sub-accounting; (viii) if required by
law, forwarding shareholder communications from the Fund (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices ) to Customers; and (ix) providing such other
similar services as the Trust may reasonably request to the extent permitted
under applicable statutes, rules and regulations.
Section 2. The Service Organization will provide such office space
and equipment, telephone facilities and personnel (which may be part of the
space, equipment and facilities currently used in its business, or any
personnel employed by it) as may reasonably be necessary or beneficial in
order to provide the aforementioned services to Customers.
Section 3. Neither the Service Organization nor any of its officers,
employees or agents are authorized to make any representations concerning the
Trust, the Fund or the Shares except those contained in the Fund's then
current prospectus or statement of additional information for such Shares,
copies of which will be supplied by the Trust to
1
<PAGE>
the Service Organization, or in such supplemental literature or advertising as
may be authorized by the Trust in writing.
Section 4. For all purposes of this Agreement, the Service
Organization will be deemed to be an independent contractor, and will have no
authority to act as agent for the Trust in any manner or in any respect. By
its written acceptance of this Agreement, the Service Organization agrees to
and does release, indemnify and hold harmless the Trust and the Fund from and
against any and all direct or indirect liabilities or losses resulting from
requests, directions or actions or inactions of or by the Service Organization
or its officers, employees or agents regarding its responsibilities hereunder
or the purchase, redemption, transfer or registration of Shares by or on
behalf of Customers. The Service Organization and its employee will, upon
request, be available during normal business hours to consult with the Trust
or its designees concerning the performance of their responsibilities under
this Agreement.
Section 5. In consideration of the services and facilities provided
by the Service Organization hereunder, the Fund will pay to the Service
Organization, and the Service Organization will accept as full payment
therefor, a fee at the annual rate of .25% of the average daily net assets of
the Shares held of record or beneficially by the Customers (the "Customers'
Shares"), which fee will be computed daily and payable quarterly. For purposes
of determining the fees payable under this Section 5, the average daily net
assets of the Customers' shares will be computed in the manner specified in
the Fund's registration statement (as the same is in effect from time to time)
in connection with the computation of the net asset value of Shares for
purposes of purchases and redemptions. The fee rate stated above may be
prospectively increased or decreased by the Fund, in its sole discretion, at
any time upon notice to the Service Organization. Further, the Trust may, in
its discretion and without notice, suspend or withdraw the sale of the Shares,
including the sale of such Shares to the Service Organization for the account
of any Customer or Customers.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Fund pursuant to this Agreement will provide to the
Trust's Board of Trustees, and the Trust will review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made. In addition, the Service Organizations will furnish
the Trust or its designees with such information as it or they may reasonably
request (including, without limitation, periodic certifications confirming the
provision to Customers of the services described herein), and will otherwise
cooperate with the Trust and its designees (including, without limitation, any
auditors designated by the Trust), in connection with the preparation of
reports to its Board of Trustees concerning this Agreement and the monies paid
or payable by the Fund pursuant hereto, as well as any other reports or
filings that may be required by law.
2
<PAGE>
Section 7. The Trust, on behalf of the Fund, may enter into other
similar Shareholder Servicing Agreements with any other person or persons
without the consent of the Service Organization.
Section 8. By its written acceptance of this Agreement, the Service
Organization represents, warrants and agrees that: (a) in no event will any of
the services provided by it hereunder be primarily intended to result in the
sale of any shares issued by the Fund; and (b) the Service Organization is
fully authorized by applicable law and regulation and by any agreement it may
have with an Customer or client for whom it may act pursuant to this Agreement
to perform the services and receive the compensation therefor described in
this Agreement.
Section 9. Unless sooner terminated, this Agreement will continue for
an initial two-year period and thereafter will continue automatically for
successive annual periods provided such continuance is specifically approved
at least annually by the Fund in the manner described in Section 12 hereof.
This Agreement is terminable with or without cause without penalty, at any
time by the Trust (which termination may be by vote of a majority of (a) the
Disinterested Trustees as defined in Section 12 hereof or (b) the outstanding
voting securities of the Fund (as defined in the Investment Company Act of
1940, as amended), or by the Service Organization upon notice to the Trust.
Section 10. All notices and other communications to either the
Service Organization or the Trust, respectively, will be duly given if mailed,
telegraphed, telefaxed or transmitted by similar telecommunications device to
the Service Organization at the address shown above and to the Trust c/o Bank
Julius Baer & Co., Ltd., at 330 Madison Avenue, New York, New York 10017.
Section 11. This Agreement will be construed in accordance with the
laws of the State of New York and automatically terminates in the event of its
assignment (as defined in the Investment Company Act of 1940, as amended).
Section 12. This Agreement will not take effect and payments
hereunder may not be made until the Agreement has been approved by a vote of a
majority of (i) the Trust's Board of Trustees and (ii) those Trustees who are
not "interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Trust and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan adopted by the Trust regarding the
provision of support services to the beneficial owners of the Shares or in any
agreements related thereto ("Disinterested Trustees"), cast in person at a
meeting for the purpose of voting on such approval.
Section 13. The Trust and the Service Organization agree that the
obligations under this Agreement shall not be binding on any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past, present
or future, of the Trust, individually, but are binding only upon the assets
and property of the Fund, as provided in the Master Trust Agreement. The
execution and delivery of this Agreement have been
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authorized by the Trustees and the sole shareholder of the Fund, and signed by
an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees and shareholder nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind only the
trust property of the Fund as provided in its Master Trust Agreement.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below
indicated, and whereupon it shall become a binding agreement between us.
Very truly yours,
BJB INVESTMENT FUNDS
By: /s/ Bernard Spilko
------------------
Bernard Spilko
Chief Financial Officer
Accepted:
JULIUS BAER INVESTMENT
MANAGEMENT INC.
By: /s/ Jay Dirnberger
------------------
Authorized Officer
<PAGE>
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
NO-LOAD EXHIBIT 16
FUND: BJB GLOBAL INCOME
n
FORMULA: P(1+T) = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of a hypothetical
$1,000 payment made at the beginning of the
1, 5, or 10 year (or other) periods at the
end of the 1, 5, or 10 year (or other)
periods (or fractional portion thereof).
SALES LOAD: Total return figures assume that the maximum 0.00%
sales load has been deducted from the hypothetical
$1,000 initial investment.
<TABLE>
<CAPTION>
AVERAGE
DATES ENDING ANNUAL RATE
PERIOD COVERED REDEEMABLE VALUE OF RETURN * FORMULA
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FROM FUND 07/01/92 $1,048.62 15.27% @RATE (1,048.62, 1,000, 0.33)
INCEPTION** to 10/31/92
</TABLE>
** Period = 0.33 Years
* LOTUS 123 @RATE function:
@RATE (fw,pv,term) The periodic interest rate necessary for
present value "pv", to grow to future
value "fv", over the number of compounding
periods in "term".
1/n
fv
-- - 1
pv
<PAGE>
THE BOSTON COMPANY ADVISORS
MUTUAL FUND HYPOTHETICAL ANALYSIS
Exhibit 16
BJB INTERNATIONAL EQUITY(A)
Initial Investment: $1,000 Period: 10/15/93 - 03/94
Growth figures include a sales charge impact of a 4.00% Front-End load.
Growth of Value of Growth of
Initial Reinvested Investment with
Date NAV Investment Distributions Distributions Reinvested
10/05/93 12.00 $960 $0 $960
10/93 13.10 $1,048 $0 $1,048
11/93 12.97 $1,038 $0 $1,038
12/93 15.56 $1,245 $0 $1,245
01/94 15.68 $1,254 $0 $1,254
02/94 13.55 $1,084 $0 $1,084
03/94 12.06 $965 $0 $965
<PAGE>
THE BOSTON COMPANY ADVISORS
MUTUAL FUND HYPOTHETICAL ANALYSIS
BJB INTERNATIONAL EQUITY(S)
Initial Investment: $1,000 Period: 11/29/93 - 03/94
Growth figures include a sales charge impact of a 4.00% Back-End Load.
Growth of Value of Growth of
Initial Reinvested Investment with
Date MAV Investment Distributions Distributions Reinvested
11/29/93 13.01 $1,000 $0 $1,000
11/93 12.97 $997 $0 $997
12/93 15.56 $1,196 $0 $1,196
01/94 15.68 $1,205 $0 $1,205
02/94 13.55 $1,042 $0 $1,042
03/94 12.06 $890 $0 $890
<PAGE>
Julius Baer
April 1994
Load Adj
Total
Return
Incep to
Mar 94
Julius Baer
BJB INTERNATIONAL EQUITY (A) -3.52
BJB INTERNATIONAL EQUITY (B) -11.01
