<PAGE>
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:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| 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:
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:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Preliminary Copies for use of The Securities
And Exchange Commission Only
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
Mike 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>
Preliminary Copies for use of The Securities
And Exchange Commission Only
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 46204-1897. 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 ______ 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 Shareholder giving a proxy has the
<PAGE>
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 and Bank Julius Baer & Co., Ltd., New York Branch ("BJB-NY"), has
served as adviser to the BJB International Equity Fund.
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 BJBNY, 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 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
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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.
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 ("BJB-NY") 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 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, Bank Julius Baer & Co., Ltd., the parent of 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.
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. 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
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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.
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
4
<PAGE>
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 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.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF BJB-NY
The name, address and principal occupation of BJB-NY's principal
executive officer and each director or general partner is set forth below.
5
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<TABLE>
<CAPTION>
Name/Address/Age Current Position with Principal Occupation
Adviser
---------------- --------------------- --------------------
<S> <C> <C>
Bernard Spilko* Branch Manager Branch Manager & Senior Vice President of
Bank Julius Baer & Co., Ltd. Bank Julius Baer & Co., Ltd., New York
330 Madison Avenue Branch; Managing Director of Julius Baer
New York, New York 10017 Securities Inc.; Director of Baer American
Age: 56 Banking Corporation; Chairman of BJB
Investment Funds; Director and President
of The European Warrant Fund, Inc.
Richard C. Pell* First Vice President First Vice President & Chief Investment
Bank Julius Baer & Co., Ltd. Officer of Bank Julius Baer & Co., Ltd.
330 Madison Avenue New York Branch, since 1995. Prior to
New York, NY 10017 1995, Vice President & Head Global Fixed
Age: 43 Income, Bankers Trust Co., New York;
Vice President, BJB Investment Funds
Rudolph-Raid Younes* Vice President Vice President of Bank Julius Baer & Co.,
Bank Julius Baer & Co., Ltd. Ltd. New York Branch, since 1993,
330 Madison Avenue Associate Director Portfolio Management
New York, NY 10017 International, Swiss Bank Corp., since 1991;
Age: 36 Vice President, BJB Investment Funds
Michael K. Quain* Vice President Vice President of Bank Julius Baer & Co.,
Bank Julius Baer & Co., Ltd. Ltd., New York Branch and Julius Baer
330 Madison Avenue Securities Inc.; President, Chief Financial
New York, NY 10017 Officer and Secretary of The European
Age: 40 Warrant Fund, Inc.; President, Chief
Financial Officer and Secretary of The
BJB Investment Funds
Nuri Benturk Vice President Vice President of Bank Julius Baer & Co.,
Bank Julius Baer & Co., Ltd. Ltd. New York Branch
330 Madison Avenue
New York, NY 10017
Age: __
Joachim Straehle Senior Vice President Senior Vice President of Bank Julius Baer
Bank Julius Baer & Co., Ltd. & Co., Ltd. New York Branch, since 1998;
330 Madison Avenue Vice President of The European Warrant
New York, NY 10017 Fund, Inc. since 1998.
</TABLE>
*/ Officer of BJB-NY who is also an officer of the Trust.
Other officers of BJB-NY are Brian Ach (Vice President), Jeanette
Attina (Vice President), Francoise M. Birnholz (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), Jurg Hunziker (First Vice
President), Mary-Jane Larkin (Vice President), E. Gary Lespinasse (Management
Committee), Mark Linnah (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
6
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Rozina (Vice President), Susan Scarborough (Vice President), Urs G. Schwytter
(Management Committee), Walter J. Simon (First Vice President), Dominique
Spillman (Vice President), Joachim Straehle (Management Committee), Benjamin
Strauss (Vice President), Elaine Taranto (Vice President), David Taylor (First
Vice President), Vasili Tsamis (First Vice President), Oskar Weiss (First Vice
President).
[INSERT 5% OWNERS OF BJB GLOBAL INCOME FUND AS OF RECORD DATE]
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 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.
7
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PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
8
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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
9
<PAGE>
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 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.
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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 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,
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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.
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.
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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. 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.
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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 ____________ or ___________, 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
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.
Date
---------------------------------------
-------------------------------------------
-------------------------------------------
Signature(s), (Title(s), if applicable)
BJB GLOBAL INCOME FUND
ORIGINAL FRONT 6-8-98
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.
1. To approve or disapprove a new Advisory Agreement between the BJB Global
Income Fund and Bank Julius Baer & Co., Ltd., New York Branch (the
"Adviser") as described in the attached Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
ORIGINAL BACK 6 -8- 98
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[LETTERHEAD]
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.
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