<PAGE>
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BJB INVESTMENT FUNDS
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
BJB INVESTMENT FUNDS: BJB GLOBAL INCOME FUND
330 MADISON AVENUE
NEW YORK, NY 10017
June 8, 1998
Dear Valued Client:
The enclosed proxy materials relate to a Special Meeting of Shareholders of
the BJB Global Income Fund, (the 'Fund'), a series of the BJB Investment Funds,
to be held on June 29, 1998 at 10:00 a.m., Eastern Daylight Time, here in our
offices at 330 Madison Avenue, New York, NY 10017 (the 'Meeting').
At the Meeting, Shareholders will be asked to approve a new Advisory
Agreement (the 'New Advisory Agreement') between the BJB Investment Funds and
Bank Julius Baer & Co., Ltd., New York Branch ('BJB-NY'). As part of a
reorganization taking place, your Trustees unanimously voted to appoint BJB-NY,
an affiliate of Julius Baer Investment Management, the current investment
adviser to the Fund, to serve as investment adviser effective July 1, 1998. The
Trustees recommend that Shareholders approve the New Advisory Agreement with
BJB-NY at the Meeting.
The terms of the New Advisory Agreement are identical to the terms of the
Current Advisory Agreement, except for different effective and termination dates
and the addition of certain administrative and shareholder services provided by
BJB-NY under a current Servicing Agent Agreement. The fees paid under the New
Advisory Agreement will be identical to the fees paid under the Current Advisory
Agreement.
Although the Trustees would like very much to have you attend the Meeting,
they realize that this is not always possible. Whether or not you plan to be
present at the Meeting, YOUR VOTE IS NEEDED. PLEASE COMPLETE, SIGN AND RETURN
THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
Your Trustees look forward to seeing you at the Meeting or receiving your
proxy so your shares may be voted at the Meeting.
Sincerely yours,
Michael Quain
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
Thank you for your cooperation and prompt attention to this matter.
<PAGE>
BJB INVESTMENT FUNDS: BJB GLOBAL INCOME FUND
330 MADISON AVENUE
NEW YORK, NY 10017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 29, 1998
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of The BJB
Global Income Fund, (the 'Fund'), a series of BJB Investment Funds (the
'Trust'), will be held at the offices of the Trust at 10:00 a.m. Eastern
Daylight Time, on June 29, 1998, for the following purposes:
1. To approve or disapprove a new Advisory Agreement between the Trust and
Bank Julius Baer & Co., Ltd., New York Branch (the 'Adviser') on behalf
of the BJB Global Income Fund as described in the attached Proxy
Statement.
2. To transact such other business as may properly come before the meeting,
or any adjournment thereof.
The Board of Trustees of the Fund has fixed the close of business on May
27, 1998 as the record date for the determination of Shareholders entitled to
notice of and to vote at the meeting.
By Order of the Board of Trustees
MICHAEL QUAIN
Secretary
June 8, 1998
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN
THE ENCLOSED ENVELOPE.
<PAGE>
BJB INVESTMENT FUNDS: BJB GLOBAL INCOME FUND
330 MADISON AVENUE
NEW YORK, NY 10017
SPECIAL MEETING OF SHAREHOLDERS
JUNE 29, 1998
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the 'Board') of the BJB Investment Funds (the
'Trust'), to be voted at a Special Meeting of Shareholders of the BJB Global
Income Fund (the 'Fund'), a separate series of the Trust to be held on June 29,
1998, at 10:00 a.m. Eastern Daylight Time at the offices of the Trust, and at
any adjournments thereof (collectively, the 'Meeting'). A Notice of Special
Meeting of Shareholders and proxy card accompany this Proxy Statement. This
Proxy Statement is being mailed to shareholders (the 'Shareholders') on or about
June 8, 1998.
At the Meeting, Shareholders will be asked to consider and vote upon the
following:
1. To approve or disapprove a new Advisory Agreement between the Trust and
Bank Julius Baer & Co., Ltd., New York Branch (the 'Adviser') on behalf
of the BJB Global Income Fund as described in the attached Proxy
Statement.
2. To transact such other business as may properly come before the meeting,
or any adjournment thereof.
Proxy solicitations will be made, beginning on or about June 8, 1998,
primarily by mail, but proxy solicitations also may be made by telephone,
facsimile or personal interviews conducted by officers and employees of the
Trust as well as by Investors Bank & Trust Company (the 'Administrator'), the
administrator of the Fund. Investors Bank & Trust Company is located at 200
Clarendon Street, Boston, MA 02116. The costs of proxy solicitation and expenses
incurred in connection with the preparation of this Proxy Statement and its
enclosures will be allocated between the Adviser and the Fund in a reasonable
manner to be determined by the Board.
The Trust's Annual Report to Shareholders for the fiscal year ended October
31, 1997, containing audited financial statements, may be obtained, without
charge, by calling 1-800-435-4659 or writing to the Fund's transfer agent,
Unified Fund Services, Inc., 431 N. Pennsylvania Street, Indianapolis, Indiana
46204-1806. The Trust's principal underwriter is Funds Distributor, Inc.
('FDI'), a wholly owned subsidiary of FDI Distribution Services, Inc., a
provider of mutual fund administration services. The principal executive offices
of FDI are located at 60 State Street, Boston, Massachusetts 02109.
The Fund has one class of shares of beneficial interest. Each Share has a
par value of $.001 per share (the 'Shares'). On May 27, 1998, the record date,
there were 979,023.867 Shares of the Fund outstanding. Each Share outstanding on
the record date is entitled to one vote on all matters submitted to Shareholders
at the Special Meeting, with pro rata voting rights for any fractional shares.
The tellers appointed for the Special Meeting will count the total number of
votes cast FOR approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. Any
<PAGE>
Shareholder giving a proxy has the power to revoke it prior to its exercise by
submission of a later dated proxy, by voting in person or by letter to the
Secretary of the Fund.
APPROVAL OR DISAPPROVAL OF A NEW ADVISORY AGREEMENT
BETWEEN THE TRUST ON BEHALF OF BJB GLOBAL INCOME FUND
AND BANK JULIUS BAER & CO., LTD., NEW YORK BRANCH
BACKGROUND
The BJB Investment Funds (the 'Trust'), was organized on April 30, 1992 as
an unincorporated business trust under the laws of the Commonwealth of
Massachusetts pursuant to a Master Trust Agreement dated April 30, 1992. There
are two series in the Trust, the BJB Global Income Fund and the BJB
International Equity Fund. Since the organization of the Trust, Julius Baer
Investment Management Inc. ('JBIM') has served as adviser to the BJB Global
Income Fund. Bank Julius Baer & Co., Ltd., New York Branch ('BJB-NY'), has
served as adviser to the BJB International Equity Fund since its inception in
October 1993.
Fund management proposes that BJB-NY replace JBIM as adviser to BJB Global
Income Fund as part of a consolidation of advisory services and portfolio
transaction functions for the Trust within a unified structure in order to more
efficiently provide advisory and portfolio services to the Trust. Fund
management believes that shareholders may benefit from a switch to a slightly
different investment style. As investment adviser to the Fund, BJB-NY will
manage the Fund in a style which is more dollar-weighted, and as a result less
currency sensitive, than the style employed by JBIM.
Fund management believes that this new style will be preferred by
prospective investors and will lead to an increase in the assets of the Fund
which will result in a lower expense ratio for the Fund. Fund management also
believes that operational and administrative advantages and potential reduction
of certain Fund expenses may be gained by consolidating each of the funds in the
Trust to the same Adviser. Fund management also informed the Board that it is
expected that the Fund will also benefit by having an adviser located in the
United States as this will provide greater availability to the adviser for the
Board's Shareholders and potential investors. Fund management also noted the
superior recent performance of BJB-NY with respect to the BJB International
Equity Fund relative to that fund's peer group, although past performance can be
no guarantee of future results. BJB-NY already serves as the servicing agent for
the Fund, and the Board believes certain operational and administrative
efficiencies may be obtained by having the same entity act as investment adviser
and servicing agent. At a special Board meeting on May 21, 1998 (the 'Special
Board Meeting'), the Board unanimously approved the change in adviser from JBIM
to BJB-NY, subject to Shareholder approval.
There can be no guarantee that the Fund will achieve the expected benefits
of the change in adviser, including increased asset levels, administrative
efficiencies and a lower expense ratio.
The Board recommends that the Shareholders of the BJB Global Income Fund
approve a new advisory agreement (the 'New Advisory Agreement') between the
Trust and BJB-NY. Shareholders are asked to approve the New Advisory Agreement
in accordance with the requirements of the
2
<PAGE>
Investment Company Act of 1940, as amended (the '1940 Act'). The New Advisory
Agreement is the same in all substantive respects to the current advisory
agreement, as amended (the 'Current Advisory Agreement'), dated June 23, 1992,
in effect between the Trust and JBIM, the Fund's current investment adviser,
except for different effective and termination dates and the addition of certain
administrative and shareholder services provided by BJB-NY under a current
servicing agent agreement. A copy of the New Advisory Agreement is set forth as
Exhibit I to this Proxy Statement. THE NEW ADVISORY AGREEMENT WILL NOT RESULT IN
A CHANGE IN ADVISORY FEES PAID BY THE FUND. Servicing agent fees currently paid
to BJB-NY out of the advisory fees earned by JBIM will be covered by the
advisory fees paid to BJB-NY under the New Advisory Agreement.
The New Advisory Agreement was approved by the Board, including a majority
of the trustees who are not parties to the Agreement or interested person of
such parties ('independent trustees'), at a meeting held on May 21, 1998. In
determining whether it was appropriate to approve the New Advisory Agreement and
recommend its approval to Shareholders, the Board, including the independent
trustees, reviewed and considered, among other things, the nature and quality of
the services to be provided by BJB-NY, the qualifications of the personnel at
BJB-NY and their methods of portfolio analysis, the past investment performance
of BJB-NY in managing separate accounts with investment objectives and policies
similar to the Fund and managing the BJB International Equity Fund, and the
level of advisory fees to be paid compared to industry averages and the fact
that such fees are the same as under the Current Advisory Agreement.
At the Special Board Meeting the Board also approved a change in the Fund's
investment policies to permit the Fund to invest in corporate bonds rated 'A' or
above by Moody's or by Standard & Poors at the time of purchase. Previously the
Fund was not allowed to invest in corporate bonds rated below 'AA' by Moody's or
Standard & Poors at the time of purchase. Bonds rated 'AA' qualify as high
quality debt obligations. Bonds rated 'A' have a strong capacity to pay interest
and repay principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher-rated categories.
INFORMATION REGARDING BANK JULIUS BAER & CO., LTD., NEW YORK BRANCH
Bank Julius Baer & Co., Ltd., New York Branch is a branch of Bank Julius
Baer & Co. Ltd., a Swiss bank that has over 50 years experience in international
portfolio management. As of March 31, 1998, BJB-NY had assets under management
of approximately $1.4 billion. The principal executive office of BJB-NY is
located at 330 Madison Avenue, New York, NY, 10017. The principal executive
office of Bank Julius Baer & Co., Ltd. is in Zurich, Switzerland.
BJB-NY currently serves as the investment adviser to the BJB International
Equity Fund, the only other series in the Trust. Prior to August 5, 1994, BJB-NY
also served as sub-adviser to the Fund. BJB-NY also currently acts as servicing
agent to the Fund, providing certain administrative and shareholder services
that are not provided by the Administrator. BJB-NY will continue to provide
those administrative and shareholder servicing services to the Fund under the
New Advisory Agreement. BJB-NY is affiliated with JBIM, the current investment
adviser to the Fund.
3
<PAGE>
DESCRIPTION OF THE CURRENT ADVISORY AGREEMENT
AND THE NEW ADVISORY AGREEMENT
Except for different effective and termination dates and the addition of
certain administrative and shareholder services provided by BJB-NY under a
current servicing agent agreement, the terms of the New Advisory Agreement are
identical to the terms of the Current Advisory Agreement. THE NEW ADVISORY
AGREEMENT WILL NOT RESULT IN A CHANGE IN ADVISORY FEES PAID BY THE FUND.
Servicing agent fees currently paid to BJB-NY out of the advisory fees earned by
JBIM will be covered by the advisory fees paid to BJB-NY under the New Advisory
Agreement. The New Advisory Agreement is attached to this Proxy Statement as
Exhibit I, and the description of the New Advisory Agreement set forth in this
Proxy Statement is qualified in its entirety by reference to Exhibit I.
CURRENT ADVISORY AGREEMENT
Under the Current Advisory Agreement JBIM, as investment adviser, in return
for its fee, and subject to the control and supervision of the Board and in
conformance with the investment objective and policies of the Fund set forth in
the Trust's current registration statement and any other policies established by
the Board, manages the investment and reinvestment of assets of the Fund. In
this regard, it is the responsibility of JBIM to make investment decisions for
the Fund and to place the Fund's purchase and sale orders for investment
securities. In addition to making investment decisions, JBIM exercises voting
rights in respect of portfolio securities for the Fund. Under the Current
Advisory Agreement JBIM provides at its expense all necessary investment,
management and administrative facilities, including salaries of personnel and
equipment needed to carry out its duties under the Advisory Agreement, but
excluding pricing and bookkeeping services. JBIM also provides the Fund with
investment research and whatever statistical information the Fund may reasonably
request with respect to securities the Fund holds or contemplates purchasing.
The Current Advisory Agreement provides that, in the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of JBIM, or (ii) reckless
disregard by JBIM of its obligations and duties under the Current Advisory
Agreement, JBIM shall not be liable to the Trust or the Fund, or to any
Shareholder of the Fund, for any act or omission in the course of, or connected
with, rendering services under the Current Advisory Agreement. JBIM is
indemnified by the Fund under the Current Advisory Agreement.
The Current Advisory Agreement was executed on June 23, 1992, and was last
approved by the Shareholders at that time. The Current Advisory Agreement was
initially a one-year agreement with annual continuances approved by the Board of
Trustees of the Trust. The Trustees, including the Trustees who were
'non-interested', last approved the Current Advisory Agreement at a meeting of
the Board of Trustees on June 26, 1997. The Current Advisory Agreement may be
terminated at any time, without payment of any penalty, subject to the approval
of the Trustees, by vote of the Trustees, by vote of a majority of the
outstanding voting securities of the Fund, or by JBIM, in each case on 60 days'
written notice. As required by the 1940 Act, the Current Advisory Agreement will
automatically terminate, without the payment of any penalty, in the event of its
assignment.
4
<PAGE>
Under the Current Advisory Agreement JBIM receives a fee calculated at an
annual rate of 0.65% of the Fund's average daily net assets. For the fiscal year
ended October 31, 1997, the Fund paid JBIM $91,644 in investment advisory fees
pursuant to its Advisory Agreement. Out of the fee it received, JBIM then paid
BJB-NY the fees it earned under the Servicing Agent Agreement. As Servicing
Agent to the Fund, BJB-NY received a fee calculated at an annual rate of 0.15%
of the Fund's average daily net assets. For the fiscal year ended October 31,
1997, BJB-NY received $21,148 in fees as Servicing Agent. As the Servicing Agent
to the Fund, BJB-NY responds to shareholder inquiries and provides office space,
office supplies, secretarial services and other services to the Fund.
NEW ADVISORY AGREEMENT
The New Advisory Agreement is identical to the Current Advisory Agreement
except for different effective and termination dates and the addition of certain
administrative and shareholder services provided by BJB-NY under a current
Servicing Agent Agreement. The New Advisory Agreement provides that BJB-NY, as
Adviser, in return for its fee, and subject to the control and supervision of
the Board of Trustees and in conformity with the investment objective and
policies of the Fund set forth in the Trust's current registration statement and
any other policies established by the Board of Trustees, will manage the
investment and reinvestment of assets of the Fund. In this regard, it will be
the responsibility of BJB-NY to make investment decisions for the Fund and to
place the Fund's purchase and sale orders for investment securities. In addition
to making investment decisions, the Adviser will exercise voting rights in
respect of portfolio securities for the Fund. The New Advisory Agreement states
that BJB-NY will provide at its expense all necessary investment, management and
administrative facilities, including salaries of personnel and equipment needed
to carry out its duties under the New Advisory Agreement, but excluding pricing
and bookkeeping services. BJB-NY will also provide the Fund with investment
research and whatever statistical information the Fund may reasonably request
with respect to securities the Fund holds or contemplates purchasing. The New
Advisory Agreement provides that, in the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of BJB-NY, or (ii) reckless disregard by
BJB-NY of its obligations and duties under the New Advisory Agreement, BJB-NY
shall not be liable to the Trust or the Fund, or to any Shareholder of the Fund,
for any act or omission in the course of, or connected with, rendering services
under the New Advisory Agreement. BJB-NY will be indemnified by the Fund under
the Current Advisory Agreement.
In addition to assigning the role of investment adviser to BJB-NY, the New
Advisory Agreement also incorporates the servicing agent role BJB-NY has already
been serving in for the Fund. As the servicing agent for the Fund, BJB-NY
performs administrative support services for Shareholders, including, but not
limited to, responding to Shareholder inquiries, providing the Fund with office
space and coordinating annual reports to the Shareholders.
If approved by Shareholders, the New Advisory Agreement shall remain in
full force and effect for two years from July 1, 1998 and shall continue in full
force and effect for successive periods of one year thereafter, but only so long
as each such continuance is specifically approved annually by the Board of
Trustees, or by vote of the holders of a majority of the Fund's outstanding
voting securities, and by the vote of a majority of the Trustees who are not
'interested persons' of the Trust or of the Adviser. The
5
<PAGE>
New Advisory Agreement may be terminated at any time, without payment of any
penalty, by vote of the Trustees, by vote of a majority of the outstanding
voting securities of the Fund, or by BJB-NY, in each case on 60 days' written
notice. As required by the 1940 Act, the New Advisory Agreement will
automatically terminate, without the payment of any penalty, in the event of its
assignment.
Under the New Advisory Agreement BJB-NY will receive a fee computed daily
calculated at an annual rate of 0.65% of the Fund's average daily net assets. In
addition to becoming investment adviser to the Fund, BJB-NY will continue to
provide the administrative and shareholder services that it has been providing
in its role as servicing agent to the Fund under the New Advisory Agreement.
Under the Current Advisory Agreement JBIM pays BJB-NY its servicing agent fee
out of the Advisory fees JBIM earns from the Fund. Under the New Advisory
Agreement, both the advisory services and the servicing agent services will be
combined into one agreement and BJB-NY will receive the same fee under the New
Advisory Agreement that JBIM receives under the Current Advisory Agreement. The
New Advisory Agreement will not result in a change in advisory fees paid by the
Fund.
There are no arrangements or understandings in connection with the proposed
New Advisory Agreement with respect to the composition of the board of directors
of BJB-NY or the Board of Trustees of the Trust or with respect to the selection
or appointment of any person to any office with either of them.
RECOMMENDATION AND REQUIRED VOTE
As provided in the 1940 Act, approval of the New Advisory Agreement
requires the affirmative vote of a majority (defined in the Miscellaneous
section) of the outstanding voting securities of the Fund. Abstentions and
broker non-votes have the effect of a negative vote on the proposal to approve
the New Advisory Agreement. If the Shareholders of the Fund fail to approve the
New Advisory Agreement, JBIM will continue to serve as adviser to the Fund in a
manner consistent with the 1940 Act.
The Trustees recommend that Shareholders vote to approve the New Advisory
Agreement.
6
<PAGE>
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF BJB-NY
The name and principal occupation of BJB-NY's principal executive officer
and each director or general partner is set forth below. The address for each
person listed below is 330 Madison Avenue, New York, NY 10017.
<TABLE>
<CAPTION>
CURRENT
NAME, ADDRESS POSITION WITH ADVISER PRINCIPAL OCCUPATION
- ------------------------------------ --------------------- -----------------------------------------
<S> <C> <C>
Bernard Spilko* .................... General Manager & General Manager & Senior Vice President
Senior Vice President of Bank Julius Baer & Co., Ltd., New York
Branch; Managing Director of Julius Baer
Securities Inc.; Chairman of the Trust,
BJB Investment Funds; Chairman of the
Board of The European Warrant Fund, Inc.
Joachim Straehle* .................. Deputy Branch Manager Deputy Branch Manager and Senior Vice
and Senior Vice President of Bank Julius Baer & Co.,
President Ltd., New York Branch, since 1998; Vice
President of BJB Investment Funds since
1998; Vice President of The European
Warrant Fund, Inc. since 1998.
Richard C. Pell* ................... First Vice President First Vice President & Chief Investment
Officer of Bank Julius Baer & Co., Ltd,
New York Branch, since 1995. Prior to
1995, Vice President & Head Global Fixed
Income, Bankers Trust Co., New York; Vice
President, BJB Investment Funds
Rudolph-Raid Younes* ............... Vice President Vice President of Bank Julius Baer & Co.,
Ltd., New York Branch, since 1993. Prior
to 1993, Associate Director, Portfolio
Management International, Swiss Bank
Corp., since 1991; Vice President, BJB
Investment Funds
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
CURRENT
NAME, ADDRESS POSITION WITH ADVISER PRINCIPAL OCCUPATION
- ------------------------------------ --------------------- -----------------------------------------
<S> <C> <C>
Michael K. Quain* .................. Vice President Vice President of Bank Julius Baer & Co.,
Ltd., New York Branch and Julius Baer
Securities Inc.; President, Treasurer and
Chief Financial Officer and Secretary of
The European Warrant Fund, Inc.;
President, Treasurer and Chief Financial
Officer and Secretary of BJB Investment
Funds
Nuri Benturk* ...................... Vice President Vice President of Bank Julius Baer & Co.,
Ltd., New York Branch; Vice President,
BJB Investment Funds.
</TABLE>
- ------------------
* Officer of BJB-NY who is also an officer of the Trust.
Other officers of BJB-NY are Francoise M. Birnholz (Senior Vice President),
Edward Clapp (First Vice President), Hanson Liang (First Vice President), Brian
Ach (Vice President), Jeanette Attina (Vice President), Robin Bloom (Vice
President), John H.S. Boys (First Vice President), David Broder (Vice
President), Sin Chiu (Vice President), Keith D. Christopher (Vice President),
Philip T. Ciriello (Management Committee), Paula Ciriliano (Vice President),
Michael DiLed (Vice President), Denise Downey (Vice President), Balz Eggimann
(Management Committee), Peter Embiricos (Vice President), Cono Gallo (First Vice
President), Gary Goldschmidt (First Vice President), Marian Hayden (Vice
President), Josef A. Huber (First Vice President), E. Gary Lespinasse
(Management Committee), Mark Linnan (Management Committee), Maria Lipton (First
Vice President), Rene Meyer (Vice President), Larry Millman (First Vice
President), Brenda Pimental (Vice President), Alphonse Pugliese (Vice
President), Manuel Reyes (First Vice President), Terence Reynolds (Vice
President), Ashley Richards (First Vice President), Sadakichi Robbins (Vice
President), Michael Rosen (Vice President), Tanya Rozina (Vice President), Susan
Scarborough (Vice President), Urs G. Schwytter (Management Committee), Walter J.
Simon (First Vice President), Dominique Spillman (Vice President), Benjamin
Strauss (Vice President), Elaine Taranto (Vice President), David Taylor (First
Vice President), Vasili Tsamis (First Vice President), Oskar Weiss (First Vice
President).
As of May 27, 1998, the trustees and officers of the Trust as a group
beneficially owned less than 1% of the Fund's outstanding shares.
8
<PAGE>
The following table sets forth, as of May 27, 1998, the beneficial
ownership of the Fund's capital stock by each person known by the Fund to own 5%
or more of the Fund's voting securities.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF OWNER NUMBER OF SHARES PERCENT OF CLASS
- --------------------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
Harry Frisch and Lilo Frisch ........................................ 118,182.436 12.07%
(beneficial owners)
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, New York 10017
Robert C. Wetenhall ................................................. 192,203.793 19.63%
(beneficial owner)
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, New York 10017
Robert L. Freedman and Ann L. Freedman .............................. 83,801.097 8.55%
(beneficial owners)
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, New York 10017
</TABLE>
MISCELLANEOUS
Definition of Majority. 'Majority of the outstanding voting securities'
means the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Fund and (2) 67% or more of the shares of the Fund present at the
Meeting if more than 50% of the outstanding shares are present at the Meeting in
person or by proxy.
Methods of Tabulation. Shares represented by proxies that reflect
abstentions and 'broker non-votes' (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
the persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) will be counted as shares
that are present and entitled to vote on the matter for purposes of determining
the presence of a quorum. Votes cast by proxy or in person at the Meeting will
be counted by persons appointed as tellers for the Meeting.
The tellers will count the total number of votes cast 'for' approval of the
proposal or proposals for purposes of determining whether sufficient affirmative
votes have been cast. With respect to the proposal, abstentions and broker
non-votes have the effect of a negative vote on the proposal.
In the event that a quorum is not present at the Meeting or in the event
that a quorum is present but sufficient votes to approve any of the proposals
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those Shares
represented at the Meeting in
9
<PAGE>
person or by proxy. The persons named as proxies will vote those proxies which
they are entitled to vote FOR any such proposal in favor of such an adjournment
and will vote those proxies required to be voted AGAINST any such proposal
against any such adjournment. A Shareholder vote may be taken on one of the
proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received for approval. Under the Bylaws of the Fund, a quorum is
constituted by the presence in person or by proxy of the holders of a majority
of the outstanding shares of the Fund entitled to vote at the Special Meeting.
Broker Commissions. During the fiscal year ended October 31, 1997, no
commissions were paid to brokers affiliated with JBIM.
Other Business. The Trustees know of no other business to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is the Trustees' intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named in the enclosed form of Proxy.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
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EXHIBIT I
NEW ADVISORY AGREEMENT
BJB 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 to enter into
such agreement in its entirety. Investment advisory services will be provided by
the Adviser in connection with the Trust's BJB Global Income Fund (the 'Fund')
as follows:
i. 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.
ii. Services as Investment Adviser
Subject to the supervision and direction of the Board of Trustees of the
Trust, the Adviser will (1) 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, (2) 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, (3) make investment
decisions and exercise voting rights in respect of portfolio securities for the
Fund and (4) 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 the foregoing; (2)
providing the Fund with office space (which may
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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.
iii. 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.
iv. 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.
v. 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
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
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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.
vi. Compensation
(1) 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.
(2) 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.
vii. 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 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.
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viii. 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.
ix. 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 '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).
x. 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.
xi. 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.
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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.
xii. 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.
xiii. Entire Agreement
This Agreement constitutes the entire agreement between the parties hereto.
xiv. 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.
If the foregoing accurately sets forth our agreement, kindly indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
BJB INVESTMENT FUNDS
By:
-----------------------------------
Name:
Title:
Accepted:
BANK JULIUS BAER & CO., LTD., NEW YORK BRANCH
By:
------------------------------------------
Name:
Title:
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BJB INVESTMENT FUNDS
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Michael Quain or Andrew S. Josef, and each
of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of The BJB Global Income Fund (the 'Fund') which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Fund to be held at the office of the Fund, 330 Madison Avenue, New York, New
York on June 29, 1998 at 10:00 a.m. Eastern Daylight Time, and any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENVELOPE PROVIDED
Please indicate your vote by an 'X' in the appropriate boxes below.
This Proxy, if properly executed, will be voted in the manner directed by
the undersigned Shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1. Please refer to the Proxy Statement for a discussion of the
Proposals.
______________________________________________________________________________
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE>
1. To approve or disapprove a new Advisory Agreement between the BJB Global
Income Fund and Bank Julius Baer & Co., Ltd., New York Branch as described in
the attached Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
Date ________________________
_____________________________
_____________________________
Signature(s), (Title(s), if
applicable)
NOTE: Please sign exactly as
your name appears on this
Proxy. If joint owners,
EITHER may sign this Proxy.
When signing as attorney,
executor, administrator,
trustee, guardian or
corporate officer, please
give your full title.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENVELOPE
PROVIDED
