JULIUS BAER INVESTMENT FUNDS, 485APOS, 1999-09-16

JULIUS BAER INVESTMENT FUNDS
485APOS, 1999-09-16

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<PAGE>

Registration Nos. 33-47507
811-6652

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No. _____

Post-Effective Amendment No. 13 X

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X

Amendment No. 15 X

JULIUS BAER INVESTMENT FUNDS
(formerly BJB Investment Funds)

(Exact name of Registrant as Specified in Charter)

330 Madison Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 297-3600

Michael K. Quain
President
c/o Bank Julius Baer & Co. Ltd., (New York Branch)
330 Madison Avenue
New York, New York 10017
(Name and Address of Agent for Service)

--------------------------------------------------------------------------

It is proposed that this filing will become effective (check appropriate box):

_____ immediately upon filing pursuant to paragraph (b)

_____ on date pursuant to paragraph (b)

__X__ 60 days after filing pursuant to paragraph (a)(1)

_____ on (date) pursuant to paragraph (a)(1)

_____ 75 days after filing pursuant to paragraph (a)(2)

_____ on (date) pursuant to paragraph (a)(2) of rule 485.

Title of Securities Being Registered: Shares of Beneficial Interest

<PAGE>

JULIUS BAER
INVESTMENT
FUNDS

Julius Baer Global Income Fund
Julius Baer International Equity Fund

Neither the Securities and Exchange Commission nor any state securities
commission has approved any Fund's shares as an investment or determined whether
this prospectus is accurate or complete. Anyone who tells you otherwise is
committing a crime.

Prospectus

November 15, 1999

<PAGE>

<TABLE>
<CAPTION>
Contents

Page
----
<S> <C> <C>
The Funds
What every investor Julius Baer Investment Funds 3
should know about
the Funds

Risk/Return Summaries 3
Introduction 3
Investments, Risks, Performance
and Fees 3

Investment Strategies and Risks 12

The Funds' Management 20

Your Investment
Information for Investing in the Funds 21
managing your
Fund account
Opening an Account 21
Pricing of Fund Shares 21
Purchasing Your Shares 22
Selling Your Shares 26
Distribution and Shareholder 28
Servicing Plans

Distributions and Taxes 28
Distributions 28
Tax Information 28

For More Information
Where to find more information
about Julius Baer Investment Funds
Back Cover
</TABLE>

<PAGE>

JULIUS BAER INVESTMENT FUNDS

RISK/RETURN SUMMARIES

Introduction

Julius Baer Investment Funds (the Trust) currently offers two funds: Julius Baer
International Equity Fund and Julius Baer Global Income Fund (the Funds). Each
Fund has a different investment goal and risk level. Each Fund currently offers
two separate classes of shares: Class A shares and Class I shares.

Investments, Risks, Performance and Fees

The following information is only a summary of important information that you
should know about each Fund. More detailed information is included elsewhere in
this Prospectus and in the Statement of Additional Information (SAI) and should
be read in addition to this summary.

As with any mutual fund, there is no guarantee that either Fund will achieve its
goals. Each Fund's share price will fluctuate and you may lose money on your
investment.

An investment in either of the Funds is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

<PAGE>

Julius Baer International Equity Fund

The Fund's Investment Goal

Q. What is the Fund's investment goal?

A. The International Equity Fund seeks long term growth of
capital.

Its Principal Investment Strategies

Q. What is the Fund's principal investment strategy?

A. The Fund invests in a wide variety of international equity
securities issued anywhere in the world, normally excluding the
U.S.

The Adviser will choose securities in industries and companies it believes are
experiencing favorable demand for their products or services. The Adviser's
selection process focuses on growth potential rather than income. Other
considerations include expected levels of inflation, government policies or
actions, currency relationships and prospects for economic growth in a country
or region.

In selecting its investments, the portfolio manager focuses on securities
located in at least five different countries, although the Fund may at times
invest all of its assets in fewer than five countries. The Fund will normally
invest at least 65% of its total assets in no fewer than three different
countries outside the U.S. The Fund will invest a portion of its assets in
securities of issuers located in developing countries.

The Fund may also invest in debt securities of U.S. or foreign issuers,
including (up to 10%) in high risk and high yield, non-investment grade
instruments commonly known as junk bonds.

The Key Risks

You could lose money on your investment in the Fund, or the Fund could return
less than other investments. Some of the main risks of investing in the Fund are
listed below:

o Market Risk: the possibility that the Fund's investments in equity
securities will lose value because of declines in the stock market.

o Foreign Investing Risk: the possibility that the Fund's investments in
foreign securities will lose value because of currency exchange rate
fluctuations, price volatility, uncertain political conditions and other
factors.

o The use of futures, options and forward contracts, may expose the Fund to
additional investment risks and transaction costs. These are described more
fully under the heading Investment Strategies and Risks and in the SAI.

<PAGE>

The Fund's Performance

The bar chart shown below indicates the risks of investing in the International
Equity Fund by showing changes in the performance of the Fund's Class A shares
from year to year since the Fund commenced operations. Class I shares of the
Fund are new and therefore do not have any performance information for the
period ended October 31, 1999. How the Fund has performed in the past is not
necessarily an indication of how the Fund will perform in the future.

INTERNATIONAL EQUITY FUND-CLASS A

Calendar Year Total Return
------------- ------------
<S> <C>
1994 (33.58)%
1995 (0.19)%
1996 17.66
1997 15.33
1998 27.07
</TABLE>

During the periods shown in the Bar Chart, the highest quarterly return
was 21.79% (for the quarter ended March 31, 1998) and the lowest
quarterly return was -22.49% (for the quarter ended March 31, 1994).

The table below shows how the Fund's average annual total returns for Class A
shares for the periods shown compare to that of the Morgan Stanley Capital
International Europe Australia and Far East Index (MSCI EAFE Index). The MSCI
EAFE Index is an unmanaged index that measures stock performance in Europe,
Australia and the Far East. Class I shares commenced operations after the
periods indicated.

Average Annual Total Returns
(for the periods ended December 31, 1998)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------

Past One Year Past Five Years Since Fund's Inception
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
International Equity Fund 27.07% 2.71% 7.79%
- ---------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index 18.23% 7.54% 7.11%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The Fund's Fees and Expenses

Shareholder Fees--fees paid directly from your investment

There are no fees or sales loads charged to your account when you
buy or sell Fund shares. However, if you purchased your shares
after the effective date of this prospectus and you sell those
shares within 90 days from the date they were purchased, you will
pay a 2% redemption fee. If you sell shares and request your
money by wire transfer, there is a $12.00 fee. (Your bank may
also charge you a fee for receiving wires.)

<PAGE>

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

Annual Fund Operating Expenses--expenses that are deducted from fund assets Class A Shares Class I Shares
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Management Fees 0.75% 0.75%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fees 0.25% None
- --------------------------------------------------------------------------------
Other Expenses 0.96% 0.69%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.96% 1.44%
- --------------------------------------------------------------------------------
Expense Reimbursement 0.15%(1) 0.15%(1)
- --------------------------------------------------------------------------------
Net Expenses 1.81%(2) 1.29%(2)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Beginning November 15, 1999, the Adviser has contractually agreed to waive
0.15% of the Management Fee until at least November 15, 2000.

(2) A redemption fee of 2.00% will be assessed on shares redeemed within 90 days
of their date of purchase.

Example of Effect of the Fund's Operating Expenses

The following Example is intended to help you compare the cost of investing in
the International Equity Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then sell all of your shares at the end of those periods. While
your return may vary, the Example also assumes that your investment has a 5%
return each year and that the Fund's operating expenses remain the same.

Although your actual returns and expenses may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Class A Shares Class I Shares

- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Year $212 $
- ---------------------------------------------------------------------------------------------------
3 Years $655 $
- ---------------------------------------------------------------------------------------------------
5 Years $1,124 $
- ---------------------------------------------------------------------------------------------------
10 Years $2,421 $
- ---------------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE>

Julius Baer Global Income Fund

The Fund's Investment Goal

Q. What is the Fund's investment goal?

A. The Global Income Fund seeks to maximize current income
consistent with the protection of principal.

Its Principal Investment Strategies

Q. What is the Fund's principal investment strategy?

A. The Fund invests in a non-diversified portfolio of
fixed-income securities of issuers located anywhere in the world,
including the U.S. The Fund invests primarily (at least 65% of
total assets) in high quality fixed-income securities consisting
of bonds, debentures and notes. The securities in which the Fund
invests may be issued by governments, supranational entities or
corporations.

The Adviser chooses individual investments based on many factors such as yield,
duration, maturity, classification and quality. The Adviser also considers the
local economy and political environment, expected movements in interest rates,
the strength and relative value of a particular currency, and the supply of a
type of security relative to expected demand.

The Adviser expects the Fund to have a duration of approximately four years.

The Fund will normally invest in the securities of issuers located in at least
three different countries. The Fund will invest less than 40% of its total
assets in any one country other than the U.S.

The Fund will invest less than 25% of its total assets in securities issued by:

o any one foreign government, its agencies, instrumentalities, or political
subdivisions; and

o supranational entities as a group.

The Key Risks

As a non-diversified investment company, the Global Income Fund may invest a
greater proportion of its assets in the obligations of a smaller number of
issuers than a diversified fund and, as a result, may be subject to greater risk
with respect to its portfolio securities.

You could lose money on your investment in the Fund, or the Fund could return
less than other investments due to:

o Interest Rate Risk: the possibility that the Fund's investments in
fixed-income securities will lose value because of increases in interest
rates.

o Credit Risk: Credit risk is the chance that a bond issuer will fail to
repay interest and principal in a timely manner, reducing the Fund's
return.

o Prepayment Risk: The Fund's investments in mortgage-related securities are
subject to the risk that the principal amount of the underlying mortgage
may be repaid prior to the bond's maturity date. Such repayments are common
when interest rates decline.

o Income Risk: Income risk is the chance that falling interest rates will
cause the Portfolio's income to decline. Income risk is generally higher
for short-term bonds.

7
<PAGE>

o Derivatives Risk: The use of futures, options and forward contracts may
expose the Fund to additional investment risks and transaction costs. These
are described more fully under the heading Investment Strategies and Risks
and in the SAI.

8
<PAGE>

The Fund's Performance

The bar chart shown below indicates the risks of investing in the Global Income
Fund. It shows changes in the performance of the Fund's Class A shares from year
to year since the Fund commenced operations. Class I shares are new and
therefore do not have any performance information of the period ended October
31, 1999. How the Fund has performed in the past is not necessarily an
indication of how the Fund will perform in the future.

GLOBAL INCOME FUND-CLASS A

<TABLE>
<CAPTION>
Calendar Year Total Return
- ------------ ------------
<S> <C>
1993 11.47%
1994 (6.61)
1995 19.15
1996 5.73
1997 2.83
1998 9.60
</TABLE>

During the periods shown in the Bar Chart, the highest quarterly
return was 6.98% (for the quarter ended March 31, 1995) and the
lowest quarterly return was -3.63% (for the quarter ended June 30,
1994).

The table below shows how the Fund's average annual returns for Class A shares
for the periods shown compare to those of a benchmark composed of 80% Merrill
Lynch 1-10 Year U.S. Government/Corporate Index and 20% J.P. Morgan Global
Government Bond (non-U.S.) Index. The Merrill Lynch 1-10 Year U.S.
Government/Corporate Index and the J.P. Morgan Global Government Bond (non-U.S.)
Index are unmanaged composites consisting of publicly-issued, fixed-rate,
non-convertible bonds.

Average Annual Total Returns
(for the periods ended December 31, 1998)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Past One Year Past Five Years Since Fund's Inception
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Income Fund-Class A 9.60% 5.80% 6.77%
- --------------------------------------------------------------------------------------------------------------------------------
80% Merrill Lynch 1-10 Year U.S.Government/ 10.42% 7.12% 7.44%
Corporate Index/20% J.P. Morgan Global
Government Bond (non-U.S.) Index
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Fund's Fees and Expenses

Shareholder Fees--fees paid directly from your investment

There are no fees or sales loads charged to your account when you
buy or sell Fund shares. However, if you purchased your shares
after the effective date of this prospectus and you sell those
shares within 90 days from the date they were purchased, you will
pay a 2% redemption fee, If you sell shares and request your
money by wire transfer, there is a $12.00 fee. (Your bank may
also charge you a fee for receiving wires.)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses that are deducted from fund Class A Shares Class I Shares
assets)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Management Fees 0.50%* 0.50%
- ----------------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) Fees 0.25% None
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>

<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Other Expenses 0.65% 0.48%
- ----------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.40% 0.98%
- ----------------------------------------------------------------------------------------------------------------------------
Expense Reimbursement* 0.325%(1) 0.325%(1)
- ----------------------------------------------------------------------------------------------------------------------------
Net Expenses 1.075%(2) 0.655%(2)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Commencing September 1, 1998, the Adviser contractually agreed to waive
0.325% of the Management Fee charged on the first $25 million of the Fund's
average daily assets. The waiver will remain in place until at least
November 15, 2000.

(2) A redemption fee of 2.00% will be assessed on shares redeemed within 90 days
of their date of purchase.

Example of Effect of the Fund's Operating Expenses

The following Example is intended to help you compare the cost of investing in
the Global Income Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then sell all of your shares at the end of those periods. While
your return may vary, the Example also assumes that your investment has a 5%
return each year and that the Fund's operating expenses remain the same.

Although your actual returns and expenses may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Class A Shares Class I Shares

- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Year $86 $
- ---------------------------------------------------------------------------------------------------
3 Years $576 $
- ---------------------------------------------------------------------------------------------------
5 Years $990 $
- ---------------------------------------------------------------------------------------------------
10 Years $2,148 $
- ---------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT STRATEGIES AND RISKS

Julius Baer International Equity Fund

The Fund's investment goal

The International Equity Fund seeks long term growth of capital.

The Fund's investment strategies

The Fund seeks to achieve its goal by investing primarily in a diversified
portfolio of common stocks, convertible securities and preferred stocks of
foreign issuers of all sizes. The Fund will not normally invest in the
securities of U.S. issuers. In addition to the strategies discussed earlier, the
Fund may also engage in some or all of the strategies discussed here or in the
SAI.

<PAGE>

The Fund intends to invest in securities denominated in the currencies of a
variety of countries. The Fund may also invest in securities denominated in
multinational currencies such as European Currency Units and the Euro. To
attempt to protect the Fund against a decline in the value of portfolio
securities due to fluctuations in currency exchange rates, the Adviser may enter
into currency hedges which may decrease or offset any losses from such
fluctuations.

The Fund may invest up to 10% of its total assets in equity warrants and
interest rate warrants. Equity warrants give the Fund the right to buy newly
issued securities of a company at a fixed price. Interest rate warrants give the
Fund the right to buy or sell a specific bond issue or interest rate index at a
set price.

The Fund may invest in American Depository Receipts:
Depository Receipts (ADRs), Global
Depository Receipts (GDRs) and
European Depository Receipts (EDRs)
issued by sponsored or unsponsored
facilities. ADRs are usually issued
by a U.S. bank or trust company and
traded on a U.S. exchange. GDRs may receipts, typically issued by a
be issued by institutions located bank or trust company, which
anywhere in the world and traded in represent ownership of underlying
any securities market. EDRs are securities issued by a foreign
issued in Europe and used in bearer company and held by the bank or
form in European markets. trust company.

Most of the purchases and sales made by the Fund will be made in the primary
trading market for the particular security. The primary market is usually in the
country in which the issuer has its main office. The Fund will generally invest
in large and well established companies, but may also invest in smaller emerging
growth companies.

When the Fund invests in fixed-income securities it will limit such investments
to securities of U.S. companies, the U.S. government, foreign governments, U.S.
and foreign governmental entities and supranational organizations. When the Fund
invests in such fixed-income securities it may earn increased investment income
(which would subject shareholders to tax liability when distributed) and the
Fund would be foregoing market advances or declines to the extent it is not
invested in equity markets.

The Fund may at times use futures, options and forward contracts for hedging
purposes. The Fund may hedge the value of the securities in its portfolio using
currency futures contracts, forward foreign exchange contracts, foreign currency
exchange transactions, stock index futures, options on securities and options on
futures, so as to limit losses due to changes in the value of the currencies in
which the securities are denominated or in the underlying value of portfolio
securities. The Fund may, within limits, write or purchase certain put and call
options and use other types of derivative instruments. These types of
instruments may expose the Fund to increased risks.

The Fund may also invest up to 5% of its total assets in gold bullion and coins
which earn no investment income but are regularly traded in the market.

11
<PAGE>

Julius Baer Global Income Fund

The Fund's investment goal

The Global Income Fund seeks to maximize current income consistent with the
protection of principal.

The Fund's principal investment strategy

The Fund seeks to achieve its goal Non-diversified:
by investing primarily in a
non-diversified portfolio of
fixed-income securities (generally
bonds, debentures and notes) of
governmental, supranational and Because it is non-diversified, the
corporate issuers denominated in Global Income Fund may invest a
various currencies, including U.S. larger portion of its assets in the
dollars. In addition to the securities of a smaller number of
strategies discussed earlier, the issuers. Nevertheless, the Fund
Fund may also engage in some or all will buy no more than 10% of the
of the strategies discussed here or voting securities, no more than 10%
in the SAI. of the securities of any class and
no more than 10% of the debt
securities of any one issuer (other
than the U.S. government).

The Adviser expects that the Global Duration:
Income Fund will have a duration of
approximately four years. Duration takes into account the
Longer-term fixed-income securities pattern of a security's cash flow
can also have higher fluctuations over time, including how cash flow
in value. If the Fund holds such is affected by prepayments and
securities, the value of the Fund's interest rate changes. This is a
shares may fluctuate more in value better indicator than maturity
as well. which generally measures only the
time until payment is due.

The Fund may buy fixed-income obligations consisting of bonds, debentures and
notes issued or guaranteed by the U.S. or foreign governments, their agencies,
instrumentalities or political subdivisions, as well as supranational entities
organized or supported by several national governments, such as the
International Bank for Reconstruction and Development (the World Bank) or the
European Investment Bank. The Fund may, at times, invest a significant
proportion of its assets in mortgage-backed securities. The Fund also may
purchase debt obligations of U.S. or foreign corporations issued in a currency
other than U.S. dollars.

12
<PAGE>

The Fund will invest in Equivalent or unrated:
fixed-income securities rated at
the Equivalent or unrated: time of
purchase "A" or better by Moody's
Investors Service, Inc. or Standard
& Poor's Rating Service. If a
security is downgraded below "A,"
the Adviser intends to dispose of the Fund may invest in securities
the security within a reasonable with equivalent ratings from
time period. Investors should be another recognized rating agency
aware that ratings are relative and and non-rated issues that the
subjective and are not absolute Adviser believes are comparable in
standards of quality. quality.

The Fund may at times use futures, options and forward contracts for hedging
purposes. The Fund may hedge the value of the securities in its portfolio using
currency and interest rate futures contracts, forward foreign exchange
contracts, foreign currency exchange transactions and options on futures, so as
to limit losses due to changes in the value of the currencies in which the
securities are denominated or in interest rates. The Fund may, within limits,
write or purchase certain put and call options and use other types of derivative
instruments. These types of instruments may expose the Fund to increased risks.

General

Can a Fund depart from its normal strategies?

Each Fund may depart from its investment strategies by taking temporary
defensive positions in response to adverse market, economic or political
conditions. During these times, a Fund may not achieve its investment goals.

The Funds at a glance

The following two tables can give you a quick basic understanding of the types
of securities each Fund tends to invest in and some of the risks associated with
each Fund's investments. You should read all of the information about a Fund and
its risks before deciding to invest.

13
<PAGE>

How can I tell, at a glance, which types of securities a Fund might invest in?

The following table shows the main types of securities in which each Fund may
invest.

<TABLE>
<CAPTION>
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
International Equity Fund Global Income Fund
- --------------------------------------------------------------------- -------------------------------- -----------------------------
<S> <C> <C>
Financial Instruments
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Invests in foreign stocks o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Invests in investment grade debt securities o o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Invests in below-investment grade debt securities o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Invests in foreign debt securities o o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Invests in convertible securities and bonds with o o
warrants attached
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Invests in futures contracts o o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Invests in forward currency contracts o o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Invests in mortgage-backed securities o
- --------------------------------------------------------------------- -------------------------------- -----------------------------
Investment Techniques
- --------------------------------------------------------------------- -------------------------------- -----------------------------
Invests in securities of developing countries o o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
</TABLE>

How can I tell, at a glance, a Fund's key risks?

The following table shows some of the main risks to which each Fund is
subject. Each risk is described in detail below.

<TABLE>
<CAPTION>
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
International Equity Fund Global Income Fund
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
<S> <C> <C>
Market Risk o
- --------------------------------------------------------------------- -------------------------------- -----------------------------
Interest Rate Risk o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Mortgage-Backed Securities o
- --------------------------------------------------------------------- -------------------------------- -----------------------------
Credit Risk o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Below-Investment Grade Securities o
- --------------------------------------------------------------------- -------------------------------- -----------------------------
Foreign Investing Risk o o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Developing Country Risk o o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
Political Risk o o
- ------ -------------------------------------------------------------- -------------------------------- -----------------------------
</TABLE>

Risks of investing in the Funds

Market Risk. A Fund that invests in common stocks is subject to stock market
risk. Stock prices in general may decline over short or even extended periods,
regardless of the success or failure of a particular company's operations. Stock
markets tend to run in cycles, with periods when stock prices generally go up
and periods when they generally go down. Common stock prices tend to go up and
down more than those of bonds.

Interest Rate Risk. A Fund that invests in debt securities is subject to the
risk that the market value of the debt securities will decline because of rising
interest rates. The prices of debt securities are generally linked to the
prevailing market interest rates. In general, when interest rates rise, the
prices of debt securities fall, and when interest rates fall, the prices of debt
securities rise. The price volatility of a debt security also depends on its
maturity. Generally, the longer the maturity of a debt security the greater its
sensitivity to changes in interest rates. To compensate investors for this
higher risk, debt securities with longer maturities generally offer higher
yields than debt securities with shorter maturities.

14
<PAGE>

Mortgage-Backed Securities. Payments from the pool of loans underlying a
Mortgage-backed security may not be enough to meet the monthly payments of
the Mortgage-backed security. If this occurs the Mortgage-backed security
will lose value. Also, prepayments of mortgages or mortgage foreclosures
will shorten the life of the pool of mortgages underlying a
Mortgage-backed security and will affect the average life of the
Mortgage-backed security held by the Fund. Mortgage prepayments vary based
on several facts including the level of interest rates, general economic
conditions, the location and age of the mortgage and other demographic
conditions. In periods of falling interest rates, there are usually more
prepayments. The reinvestment of cash received from prepayments will,
therefore, usually be at a lower interest rate than the original
investment, lowering a Fund's yield. Mortgage-backed securities may be
less likely to increase in value during periods of falling interest rates
than other debt securities.

Credit Risk. The debt securities in a Fund's portfolio are subject to credit
risk. Credit risk is the possibility that an issuer will fail to make timely
payments of interest or principal. Securities rated in the lowest category of
Investment Grade securities have some risky characteristics and changes in
economic conditions are more likely to cause issuers of these securities to be
unable to make payments.

Below-Investment Grade Securities. Below-Investment Grade securities are
sometimes referred to as junk bonds and are very risky with respect to
their issuers' ability to make payments of interest and principal. There
is a high risk that a Fund which invests in Below-Investment Grade
securities could suffer a loss caused by the default of an issuer of such
securities. Part of the reason for this high risk is that, in the event of
a default or bankruptcy, holders of Below-Investment Grade securities
generally will not receive payments until the holders of all other debt
have been paid. In addition, the market for Below-Investment Grade
securities has, in the past, had more frequent and larger price changes
than the markets for other securities. Below-Investment Grade securities
can also be more difficult to sell for good value.

Income Risk. Income risk is the chance that falling interest rates will cause
the Portfolio's income to decline. Income risk is generally higher for
short-term bonds.

Foreign Investing. Investing in foreign securities poses unique risks such as
fluctuation in currency exchange rates, market illiquidity, price volatility,
high trading costs, difficulties in settlement, regulations on stock exchanges,
limits on foreign ownership, less stringent accounting, reporting and disclosure
requirements, and other considerations. In the past, equity and debt instruments
of foreign markets have had more frequent and larger price changes than those of
U.S. markets.

Developing Country Risk. Investments in a country that is still relatively
underdeveloped involves exposure to economic structures that are generally
less diverse and mature than in the U.S. and to political and legal
systems which may be less stable. In the past, markets of developing
countries have had more frequent and larger price changes than those of
developed countries.

Political Risk. Political risk includes a greater potential for revolts,
and the taking of assets by governments. For example, a Fund may invest in
Eastern Europe and former states of the Soviet Union. These countries were
under Communist systems that took control of private industry. This could
occur again in this region or others in which a Fund may invest, in which
case the Fund may lose all or part of its investment in that country's
issuers.

Year 2000 Risk

Like other funds and business organizations around the world, the Funds could be
adversely affected if the computer systems used by the Manager and the Funds'
other service providers do not properly process and calculate date-related
information for the Year 2000 and beyond. The Funds have been informed that the
Adviser, and the Funds' other service providers (i.e., Administrator,
Co-Administrator, Transfer Agent, Fund Accounting Agent, Distributor and
Custodian) have developed and are implementing clearly defined and documented
plans to minimize the risk associated with the Year 2000 problem. These plans
include the following: carefully checking each software system, determining
items that may not function properly after December 31, 1999, reprogramming or
replacing such systems and retesting for Year 2000 readiness. In addition, the
service providers are obtaining assurances from their vendors and suppliers in
the same manner. Non-complaint Year 2000 systems upon which the Funds are
dependent may result in errors and account maintenance failures. The Funds have
no reason to believe that (i) the Year 2000

15
<PAGE>

plans of the Adviser and the Funds' other service providers will not be
completed by December, 1999, and (ii) the costs currently associated with the
implementation of their plans will have material adverse impact on the business,
operations or financial condition of the Funds or their service providers.

In addition, the Year 2000 problem may adversely affect the companies in which
the Funds invest, particularly since the Funds invest heavily outside of the
U.S. For example, these companies may incur substantial costs to correct the
problem and may suffer losses caused by data processing errors. Since the
ultimate costs or consequences of incomplete or untimely resolution of the Year
2000 problem by the Funds' service providers are unknown to the Funds at this
time, no assurance can be made that such costs or consequences will not have a
material adverse impact on the Funds or their service providers.

The Funds and the Manager will continue to monitor developments relating to the
Year 2000 problem, including the development of contingency plans for providing
back-up computer services in the event of a systems failure.

Euro Risk

Several European countries are participating in the European Economic and
Monetary Union, which will establish a common European currency for
participating countries. This currency will commonly be known as the "Euro."
Participating countries replaced their existing currency with the Euro on
January 1, 1999. Other European countries may participate in the future. This
conversion presents unique uncertainties, including whether the payment and
operational systems of banks and other financial institutions will be ready by
the scheduled launch date; the legal treatment of certain outstanding financial
contracts after January 1, 1999 that refer to existing currencies rather than
the Euro; the establishment of exchange rates for existing currencies and the
Euro; and the creation of suitable clearing and settlement payment systems for
the new currency. These or other factors, including political and economical
risks, could cause market disruptions before or after the interaction of the
Euro, and could adversely affect the value of securities held by the Funds.

The Funds have been informed that the Adviser, and the Funds' other service
providers, as applicable, are taking steps to minimize the risk associated with
the conversion. In addition, where appropriate, certain service providers are
obtaining assurances from their vendors in the same manner.

Since the ultimate consequences of the conversion are unknown to the Funds at
this time, no assurance can be made that such consequences will not have a
material adverse impact on the Funds. The Funds and the Adviser will continue to
monitor developments relating to the conversion.

<PAGE>

THE FUNDS' MANAGEMENT

Investment Adviser

Each Fund is managed by Bank Julius Baer & Co., Ltd., New York Branch located at
330 Madison Avenue, New York, New York 10017.

The Adviser is the New York branch of a Swiss bank that has over 50 years
experience in international and global portfolio experience. As of October 31,
1998, the Adviser had approximately $731 million in assets under management.

The Adviser is responsible for running all of the operations of the Funds,
except for those that are subcontracted to the custodian, transfer agent,
administrator or co-administrator.

Each Fund pays the Adviser a fee for its services. The fee paid by each Fund for
the fiscal year ended October 31, 1998 is shown in the table below.

<TABLE>
<CAPTION>
- ------------------------------------------------------ ----------------------------------------------------
Fund Fee (as a % of average daily net assets)
- ------------------------------------------------------ ----------------------------------------------------
<S> <C>
International Equity Fund 0.75%
- ------------------------------------------------------ ----------------------------------------------------
Global Income Fund 0.58%
- ------------------------------------------------------ ----------------------------------------------------
</TABLE>

Prior to July 1, 1998 the Global Income Fund was advised by Julius Baer
Investment Management Inc., an affiliate of the Adviser. The advisory fee rate
did not change as a result of the change in adviser.

Portfolio Management of the Funds

Richard Pell, Chief Investment Officer and Senior Vice President of the Adviser
since January 1995, has been primarily responsible for management of the
International Equity Fund's assets since April 1995 and, since July 1, 1998, has
been primarily responsible for management of the Global Income Fund's assets.
Prior to joining the Adviser, he was Vice President and head of Global
Fixed-Income at Bankers Trust Company.

Rudolph-Riad Younes, CFA, First Vice President and Head of International Equity
with the Adviser since September 1993, has been managing the International
Equity Fund since April 1995. Prior to joining the Adviser, he was an Associate
Director at Swiss Bank Portfolio Management International from 1991 to 1993.

Karen Arrese, CFA, Vice President and Global Fixed-Income Specialist with the
Adviser since July 1, 1998, has been co-managing the Global Income Fund with Mr.
Pell since July 1, 1998. Prior to joining the Adviser, she was a Proprietary
Interest Rate and Currency Trader for Chase Manhattan Bank and prior to that,
Global Portfolio Manager at Standish, Ayer & Wood, Inc.

17
<PAGE>

INVESTING IN THE FUNDS

Opening An Account

To invest in the Funds, you must first complete and sign an account application.
A copy of the application is included with this Prospectus. You can also obtain
an account application by calling 1-800-435-4659 or by writing to the Funds'
Transfer Agent, Unified Fund Services, Inc. ("Unified") at:

Unified Fund Services, Inc.
P.O. Box 6110 Indianapolis,
Indiana 46206-6110
Attention: Julius Baer Investment Funds

Completed and signed account applications may be mailed to Unified at the above
address.

You can also invest in the Funds through your broker. If your broker does not
have a relationship with Unified Management Corporation, the Funds' distributor
(Distributor), you may be charged a transaction fee.

o Investor Alert: The Funds may choose to refuse any purchase order.

Retirement Plans. For information about investing in the Funds through a
tax-deferred retirement plan, such as an Individual Retirement Account (IRA),
self-employed retirement plan (H.R.10), a Simplified Employee Pension IRA
(SEP-IRA) or a profit sharing and money purchase plan, an investor should
telephone the Transfer Agent at 1-800-435-4659 or write to Unified at the
address set forth above.

o Investor Alert: You should consult your tax adviser about the
establishment of retirement plans.

Pricing of Fund Shares

Each Fund's share price, also called net asset value (NAV), is determined as of
the close of trading (normally 4:00 p.m., Eastern time) every day the New York
Stock Exchange (NYSE) is open. The Fund calculates the NAV per share, generally
using market prices, by dividing the total value of the Fund's net assets by the
number of the shares outstanding. Shares are purchased or sold at the next
offering price determined after your purchase or sale order is received and
accepted by the Distributor. The offering price is the NAV.

The Fund's investments are valued based on market value or, if no market value
is available, based on fair value as determined by the Board of Trustees (or
under their direction). All assets and liabilities initially expressed in
foreign currency values will be converted into U.S. dollar values. Some specific
pricing strategies follow:

o All short-term dollar-denominated investments that mature in 60 days or
less are valued on the basis of amortized cost which the Board of Trustees
has determined represents fair value;

o Securities mainly traded on a U.S. exchange are valued at the last sale
price on that exchange or, if no sales occurred during the day, at the
mean of the current quoted bid and asked prices; and

o Securities mainly traded on a non-U.S. exchange are generally valued
according to the preceding closing values on that exchange. However, if an
event that may change the value of a security occurs after the time the
value was determined, the Board of Trustees or its delegate might adjust
the fair market value.

18
<PAGE>

Purchasing Your Shares

You should read this Prospectus carefully and then determine how much you want
to invest and which Class of shares you should purchase. Check below to find the
minimum investment amount required as well as to learn about the various ways
you can purchase your shares.

o Investor Alert: Class I shares may only be purchased by SEC and
state-registered investment advisers and those accounts managed
by the Adviser.

<TABLE>
<CAPTION>
- -------------------------------------- ------------------------------------------ ------------------------------------------
Class A Class I
- -------------------------------------- -------------------- --------------------- -------------------- ---------------------

Type of Investment Initial Investment Additional Initial Investment Additional
Investment Investment
- -------------------------------------- -------------------- --------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Regular account $2,500 $1,000 $250,000 $[ ]
- -------------------------------------- -------------------- --------------------- -------------------- ---------------------
Individual Retirement Account (IRA) $100 $100 $250,000 $[ ]
- -------------------------------------- -------------------- --------------------- -------------------- ---------------------
Tax deferred retirement plan other $500 $500 $250,000 $[ ]
than an IRA
- -------------------------------------- -------------------- --------------------- -------------------- ---------------------
</TABLE>

You can invest in Fund shares in the following ways:

<TABLE>
<CAPTION>
--------------------------------------------------------- -------------------------------------------------------
Opening an account Adding to your account
--------------------------------------------------------- -------------------------------------------------------
<S> <C> <C>
o Through
A Broker o You can purchase shares through a broker that has a o You may add to an account established through any
relationship with the Distributor. broker either by contacting your broker or directly
through Unified by using one of the methods described
If you buy shares through a broker, the broker is below.
responsible for forwarding your order to Unified in a
timely manner. If you place an order with a broker by
4:00 p.m. (Eastern time) on a day when the NYSE is open
for regular trading, and the order is received by
Unified by the end of its business day, you will
receive that day's price and be invested in the Fund on
that day.

o You may also be able to purchase shares through a
broker that does not have a relationship with the
Distributor. Orders from such a broker received by
Unified by 4:00 p.m. (Eastern time) on a day when the
NYSE is open for regular trading will be effected that
day. You may be charged a transaction fee by your
broker.

</TABLE>
20
<PAGE>

<TABLE>
<S> <C> <C>
--------------------------------------------------------- -------------------------------------------------------
o By Check
o Please make your check (in U.S. dollars) payable to o Make your check payable to the Julius Baer
the Julius Baer Investment Funds or the Fund in which Investment Funds or the Fund in which you are investing.
you are investing. The Funds do not accept third party checks.

o Send your check with the completed account o Write your account number, Fund name and the Class
application to: in which you are investing on the check.

Unified Fund Services, Inc. o Mail your check directly to the Fund at the address
P.O. Box 6110 shown at left.
Indianapolis, Indiana 46206-6110
Attention: Julius Baer Investment Funds

Your application will be processed subject to your check
clearing.
--------------------------------------------------------- -------------------------------------------------------
o By Wire
o First, telephone the Transfer Agent at (800) 435-4659 o Refer to wire instructions for opening an account.
to notify the Transfer Agent that a bank wire is being
sent and to receive an account number. A bank wire o If Unified receives the federal funds before the
received by 4:00 p.m. (Eastern time) on a day when the close of regular trading of the NYSE on a day the NYSE
NYSE is open for regular trading will be effected that is open for regular trading, your purchase of Fund
day. shares will be effected as of that day.

o Transfer funds by wire to the following address:

Boston Safe Deposit & Trust Company
ABA 011001234
Global Income Fund DDA No. 166987 International Equity
Fund
DDA No. 166995

o Specify in the wire: (1) the name of the Fund, (2)
the name of the Class, (3) the account number which
Unified assigned to you, and (4) your name.
---------------------------------------------------------- ------------------------------------------------------
o By Exchange
o First, you should follow the procedures under "By o You may exchange your Fund shares for appropriate
Check" or "By Wire" in order to get an account number Class of shares of the other Fund described in the
for Fund(s) which you do not currently own shares of, Prospectus at its respective NAV.
but which you desire to exchange shares into.
o You should review the disclosure provided in this
o You may exchange shares of a Fund for the appropriate Prospectus relating to the other Fund carefully before
Class of shares of the other Fund at its respective NAV. making an exchange of your Fund shares.

o You should review the disclosure provided in this
Prospectus relating to the other Fund carefully before
making an exchange of your Fund shares.
---------------------------------------------------------- ------------------------------------------------------
</TABLE>

21
<PAGE>

<TABLE>
<S> <C> <C>
o Through o You may invest in each Fund through various
Retirement Retirement Plans. The Funds' shares are designed for use
Plans with certain types of tax qualified retirement plans
including defined benefit and defined contribution plans.
Class I shares are only appropriate for certain rollover
transactions.

o For further information about any of the plans,
agreements, applications and annual fees, contact Unified
or your financial adviser.
---------------------------------------------------------- ------------------------------------------------------
</TABLE>

More information about wire transfers: A $12.00 service charge is imposed on
shareholders for effecting wire transfers.

More information about exchanges:

o Special Tax Consideration: For federal income tax purposes, an
exchange of shares is treated as a sale of the shares and a purchase
of the shares you receive in exchange. Therefore, you may incur a
taxable gain or loss in connection with the exchange.

o Automatic Investment Plan

You can pre-authorize monthly or quarterly investments of $100 or more in each
Fund to be processed electronically from a checking or savings account. You will
need to complete the appropriate portion of an account application or separate
forms to do this. Contact your broker or the Distributor for more information.

o Processing Organizations

You may also purchase shares of the International Equity Fund through a
"Processing Organization," (e.g., a mutual fund supermarket) which is a
broker-dealer, bank or other financial institution that purchases shares for its
customers. The International Equity Fund has authorized certain Processing
Organizations to accept purchase and sale orders on its behalf. Before investing
in the International Equity Fund through a Processing Organization, you should
read any materials provided by the Processing Organization in conjunction with
this Prospectus.

When shares are purchased this way, there may be various
differences. The Processing Organization may:
o charge a fee for its services;
o act as the shareholder of record of the shares;
o set different minimum initial and additional
investment requirements;
o impose other charges and restrictions; and
o designate intermediaries to accept purchase and
sale orders on the Fund's behalf.

The Fund considers a purchase or sales order as received when an authorized
Processing Organization, or its authorized designee, accepts the order. These
orders will be priced based on the Fund's NAV determined after such order is
accepted.

Shares held through a Processing Organization may be transferred into your name
following procedures established by your Processing Organization and the Fund.
Certain Processing Organizations may receive compensation from the Fund, the
Adviser or their affiliates.

22
<PAGE>

Selling Your Shares

You may sell some or all of your Fund shares on any day that the Fund calculates
its NAV. If your request is accepted before the close of regular trading on the
NYSE, you will receive a price based on that day's NAV for the shares your sell.
Otherwise, the price you receive will be based on the NAV that is next
calculated. If you have owned your Fund shares for 90 days or less, you will pay
a redemption fee of 2.00% of the value of the shares sold.

------------------------------------------------------------------------------------------------------------
o By Telephone
o You can sell or exchange your shares over the telephone, unless you have specifically declined
this option. If you do not wish to have this ability, you must mark the appropriate section of
the New Account Application Form.

o To sell your Fund shares by telephone call (800) 435-4659 between the hours of 9:00 a.m. and 4:00 p.m.
(Eastern time) on a day when the NYSE is open for regular trading. You will be asked to:
o specify the name of the Fund and Class from which the sale is to be made;
o indicate the number of shares or dollar amount to be sold;
o include your name as it exists on the Fund's records; and
o indicate your account number.
-------------------------------------------------------------------------------------------------------------
o By Mail
o To sell your Fund shares by mail you must write to Unified at:

Unified Fund Services, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110
Attention: Julius Baer Investment Funds
o specify the name of the Fund and Class from which the sale is to be made;
o indicate the number of shares or dollar amount to be sold;
o include your name as it exists on the Fund's records;
o indicate your account number; and
o sign redemption request exactly as the shares are registered.
-------------------------------------------------------------------------------------------------------------

o Investor Alert: Unless otherwise specified, proceeds will be sent to the record owner.

</TABLE>

Signature guarantees: Some circumstances (e.g., changing the bank account
designated to receive sale proceeds) require that the request for the sale of
shares have a signature guarantee. A signature guarantee helps protect you
against fraud. You can obtain one from most banks or securities dealers, but not
from a notary public.

Telephone sales: If we receive your share sale request before 4:00 p.m. (Eastern
time), on a day when the NYSE is open for regular trading, the sale of your
shares will be processed that day. Otherwise it will occur on the next business
day.

Interruptions in telephone service could prevent you from selling your shares in
this manner when you want to. When you have difficulty making telephone sales,
you should mail (or send by overnight delivery) a written request for sale of
your shares to Unified.

In order to protect your investment assets, Unified intends to only follow
instructions received by telephone that it reasonably believes to be genuine.
However, there is no guarantee that the instructions relied upon will always be
genuine and the Trust will not be liable for those cases. The Trust has certain
procedures to confirm that telephone instructions are genuine. If the Trust does
not follow such procedures in a particular case it may be liable for any losses
due to unauthorized or fraudulent instructions.

o Low Account Balances

<PAGE>

Unified may sell your Class A Fund shares if your account balance falls below
$1,000 and your Class I Fund shares if your account balance falls below [$ ] as
a result of redemptions that you have made (as opposed to a reduction from
market changes). Unified will let you know that your shares are about to be sold
and you will have 60 days to increase your account balance to more than $1,000.

o Special consideration: Involuntary sales may result in sale of your
Fund shares at a loss or may result in taxable investment gains.

o Receiving Sale Proceeds

Unified will forward the proceeds of your sale to you within seven days.

Fund shares purchased by check: If you purchase Fund shares by personal check,
the proceeds of a sale of those shares will not be sent to you until the check
has cleared, which may take up to 10 days. If you may need your money more
quickly, you should purchase shares by federal funds, bank wire, or with a
certified or cashier's check.

o It is possible that the payments of your sale proceeds could be
postponed or your right to sell your shares could be suspended during
certain circumstances.

Redemptions in kind: The Funds reserve the right to redeem your shares by giving
you securities from the Funds' portfolios under certain circumstance, generally
in connection with very large redemptions.

Distribution and Shareholder Servicing Plans - Class A Shares

Each Fund has adopted a distribution and service plan under Rule 12b-1 of the
1940 Act for its shares. This plan allows each Fund to pay distribution and
other fees for the sale and distribution of its shares and for services provided
to holders of Class A shares.

Under the plan, each Fund pays an annual fee of up to 0.25% of the
average daily net assets of the Fund that are attributable to Class A
shares. Because these fees are paid out of the Fund's assets on an
ongoing basis, these fees will increase the cost of your investment
and over time may cost you more than paying other types of sales
charges.

DISTRIBUTIONS AND TAXES

Distributions

Each Fund intends to distribute to its shareholders substantially all of its
income and capital gains. The table below outlines when income dividends are
declared and paid for each Fund.

Fund Dividends Declared Dividends Paid
- ---------------------------------------------- -------------------------------------------- ---------------------------------------
International Equity Fund Annually Annually
- ---------------------------------------------- -------------------------------------------- ---------------------------------------
Global Income Fund Monthly Monthly
- ---------------------------------------------- -------------------------------------------- ---------------------------------------
</TABLE>

Distributions of any capital gains earned by a Fund will be made at least
annually.

Tax Information

Distributions: Each Fund will make distributions that may be taxed as ordinary
income or capital gains (which may be taxed at different rates depending on the
length of time a Fund holds its assets). Each Fund's distributions may be
subject to federal income tax whether you reinvest such dividends in additional
shares of a Fund or choose to receive cash.

24
<PAGE>

Ordinary Income: Income and short-term capital gains that are distributed to you
are taxable as ordinary income for federal income tax purposes regardless of how
long you have held your Fund shares.

Long-Term Capital Gains: Long-term capital gains distributed to you are taxable
as long-term capital gains for federal income tax purposes regardless of how
long you have held your Fund shares.

o Tax on Sale of Shares: Selling your shares may cause you to incur a
taxable gain or loss.

Statements and Notices: You will receive an annual statement outlining the tax
status of your distributions. You will also receive written notices of certain
foreign taxes paid by the Funds and certain distributions paid by the Funds
during the prior taxable year.

o Special tax consideration: You should consult with your tax adviser to
address your own tax situation.

25
<PAGE>

For investors who want more information about the Funds, the following documents
are available free upon request:

Statement of Additional Information (SAI): The SAI provides more detailed
information about the Funds and is legally a part of this Prospectus.

Annual/Semi-Annual Reports: The Funds' Annual and Semi-Annual Reports provide
additional information about the Funds' investments. In each Fund's Annual
Report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during its last
fiscal year. In the Funds' Semi-Annual Report, you will also find certain
financial highlight information which is legally a part of this Prospectus.

You can get free copies of the SAI, the reports, other information and answers
to your questions about the Funds by contacting the Funds' transfer agent at:

Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, Indiana 46204-1897
(800) 435-4659

You can view the Funds' SAI and the reports at the Public Reference Room of the
Securities and Exchange Commission (SEC).

For a fee, you can get text-only copies by writing to the Public Reference Room
of the SEC, Washington, D.C. 20549-6009. You can also call 1-800-SEC-0330.

You can also view the SAI and receive the reports free from the SEC's Internet
website at http://www.sec.gov.

Investment Company Act
file no. 811-6652

<PAGE>

PROSPECTUS AND APPLICATION

[NEW LOGO--OUTPUT FROM DTP]

Julius
Baer
Global
Income
Fund
Julius Baer
International
Equity Fund

[C/R/C ART TO BE PICKED UP
FROM ANNUAL REPORT #18525] November 15, 1999

<PAGE>

JULIUS BAER INVESTMENT FUNDS

Julius Baer International Equity Fund
Julius Baer Global Income Fund

STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 15, 1999

This Statement of Additional Information (the "SAI") is not a Prospectus, but it
relates to the Prospectus of Julius Baer Investment Funds dated November 15,
1999.

Financial Statements are incorporated by reference into this SAI from the Funds'
most recent unaudited Semi-Annual report.

You can get a free copy of the Prospectus for the Julius Baer Investment Funds
or the Funds' most recent annual and semi-annual reports, request other
information and discuss your questions about the Funds by contacting the
Transfer Agent at:

Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, Indiana 46204-1897
(800) 435-4659

You can view the Funds' Prospectus as well as other reports at the Public
Reference Room of the Securities and Exchange Commission.

You can get text-only copies:

For a fee by writing to or calling the Public Reference Room of
the Commission, Washington, D.C. 20549-6009.
Telephone: 1-800-SEC-0330.

Free from the Commission's Internet website at
http://www.sec.gov.
<PAGE>

Contents
--------

Page
----
The Trust and the Funds 3

Description of the Funds, Their Investments and Risks 3

Common Investment Strategies 6

Additional Information on Investment Practices 12

Investment Limitations 24

Management of the Trust 26

Capital Stock 34

Additional Purchase and Redemption Information 36

Additional Information Concerning Exchange Privilege 38

Additional Information Concerning Taxes 38

Calculation of Performance Data 39

Independent Auditors 42

Counsel 42

Financial Statements 42

Appendix 43

2
<PAGE>

THE TRUST AND THE FUNDS

Julius Baer Investment Funds (the "Trust") is composed of two funds:
the Julius Baer International Equity Fund (the "Equity Fund") and the Julius
Baer Global Income Fund (the "Income Fund") (each, a "Fund" and collectively,
the "Funds").

The Trust was formed as a Massachusetts business trust under the laws
of The Commonwealth of Massachusetts pursuant to a Master Trust Agreement dated
April 30, 1992, and amended on June 22, 1992, September 16, 1993, January 1,
1995 and July 1, 1998 (the "Trust Agreement"). On July 1, 1998, the Trust
changed its name from BJB Investment Funds to Julius Baer Investment Funds. At
the same time, the name of each of the BJB International Equity Fund and the BJB
Global Income Fund was changed to Julius Baer International Equity Fund and the
Julius Baer Global Income Fund.

The Prospectus, dated November 15, 1999, provides the basic information
investors should know before investing, and may be obtained without charge by
calling Unified Fund Services, Inc. (the "Transfer Agent") at the telephone
number listed on the cover. This SAI, which is not a prospectus, is intended to
provide additional information regarding the activities and operations of the
Trust and should be read in conjunction with the Prospectus. This SAI is not an
offer of any Fund for which an investor has not received a Prospectus.

DESCRIPTION OF THE FUNDS, THEIR INVESTMENTS AND RISKS

CLASSIFICATION

The Income Fund is a non-diversified, open-end management investment
company. The Equity Fund is a diversified open-end management investment
company.

PORTFOLIO INVESTMENTS

INCOME FUND. The Income Fund may invest in a wide variety of fixed-income
securities issued anywhere in the world, including the United States. The Income
Fund may purchase debt obligations consisting of bonds, debentures and notes
issued or guaranteed by the United States or foreign governments, their
agencies, instrumentalities or political subdivisions, as well as supranational
entities organized or supported by several national governments, such as the
International Bank for Reconstruction and Development (the "World Bank") or the
European Investment Bank. The Income Fund also may purchase debt obligations of
U.S. or foreign corporations that are issued in a currency other than U.S.
dollars. The Income Fund currently contemplates that it will invest in
obligations denominated in the currencies of a variety of countries, including,
but not limited to, Australia, Austria, Belgium, Canada, Czech Republic,
Denmark, Finland, France, Germany, Greece, Hong Kong, Indonesia, Italy, Japan,
Mexico, the Netherlands, New Zealand, Norway, Poland, Portugal, South Africa,
Spain, Sweden, Switzerland, the United Kingdom and the United States. The Income
Fund may invest in securities issued in multi-national currency units, such as
European Currency Units ("ECUs"), which is a composite of the currencies of
several European countries. The Income Fund may also invest in the single
European currency (the "Euro"). In order to seek to protect against a decline in
value of the Income Fund's assets due to fluctuating currency values, the Income
Fund may engage in certain hedging strategies, as described under "Common
Investment Strategies" below.

In selecting particular investments for the Income Fund, the Adviser
will seek to mitigate investment risk by limiting its investments to quality
fixed-income securities. The Income Fund may not

3
<PAGE>

invest in governmental or corporate bonds rated at the time of purchase below
"A" by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Rating
Service, a division of McGraw-Hill Companies ("S&P"). The Income Fund may invest
in securities with equivalent ratings from another recognized rating agency and
non-rated issues that are determined by the Adviser to have financial
characteristics that are comparable and that are otherwise similar in quality to
the rated issues it purchases. If a security is downgraded below the minimum
rating necessary for investment by the Income Fund, the Income Fund will
consider disposing of the security within a reasonable time period. Investors
should be aware that ratings are relative and subjective and are not absolute
standards of quality. For a description of the rating systems of Moody's and
S&P, see the Appendix to this SAI.

The Adviser will allocate investments among securities of particular
issuers on the basis of its views as to the yield, duration, maturity, issue
classification and quality characteristics of the securities, coupled with
expectations regarding the economy, movements in the general level and term of
interest rates, currency values, political developments and variations in the
supply of funds available for investment in the world bond market relative to
the demands placed upon it. Fixed-income securities denominated in currencies
other than the U.S. dollar or in multinational currency units are evaluated on
the strength of the particular currency against the U.S. dollar as well as on
the current and expected levels of interest rates in the country or countries.
Currencies generally are evaluated on the basis of fundamental economic criteria
(e.g., relative inflation and interest rate levels and trends, growth rate
forecasts, balance of payments status and economic policies) as well as
technical and political data. In addition to the foregoing, the Income Fund may
seek to take advantage of differences in relative values of fixed-income
securities among various countries.

EQUITY FUND. The Equity Fund may invest in a wide variety of international
equity securities issued anywhere in the world, normally excluding the United
States. The Equity Fund currently contemplates that it will invest in securities
denominated in the currencies of a variety of countries, including, but not
limited to, Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile,
China, Czech Republic, Denmark, Egypt, Finland, France, Germany, Hong Kong,
Israel, Italy, Japan, Korea, Malaysia, Mauritius, Mexico, the Netherlands, New
Zealand, Pakistan, Peru, Poland, Portugal, Russia, Singapore, Spain, Sweden,
Switzerland, Thailand, the United Kingdom, the United States and Venezuela. The
Equity Fund also may invest up to 10% of its total assets in equity warrants and
interest rate warrants of international issuers. However, the Equity Fund will
not invest more than 2% of its net assets in warrants that are not listed on a
recognized U.S. or foreign exchange. Equity warrants are securities that give
the holder the right, but not the obligation, to subscribe for newly created
equity issues of the issuing company or a related company at a fixed price
either on a certain date or during a set period. Interest rate warrants are
rights that are created by an issuer, typically a financial institution,
entitling the holder to purchase, in the case of a call, or sell, in the case of
a put, a specific bond issue or an interest rate index (Bond Index) at a certain
level over a fixed time period. Interest rate warrants can typically be
exercised in the underlying instrument or settled in cash. The Equity Fund may
invest in securities issued in multi-national currency units, such as ECUs,
American Depository Receipts ("ADRs"), Global Depository Receipts ("GDRs") or
European Depository Receipts ("EDRs") (collectively, "Depository Receipts").
ADRs are receipts, typically issued by a U.S. bank or trust company, which
evidence ownership of underlying securities issued by a foreign corporation.
GDRs may be traded in any public or private securities market and may represent
securities held by institutions located anywhere in the world. EDRs are receipts
issued in Europe which evidence a similar ownership arrangement. Generally,
ADRs, in registered form, are designed for use in the U.S. securities markets
and EDRs, in bearer form, are designed for use in European securities markets.
The Equity Fund may invest in Depository Receipts through "sponsored" or
"unsponsored" facilities if issues of such Depository Receipts are available and
are consistent with the Equity Fund's investment objective. A sponsored facility
is established jointly by the issuer of the

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<PAGE>

underlying security and a depository, whereas a depository may establish an
unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored Depository Receipts generally bear all the
costs of such facilities and the depository of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited securities.
In order to seek to protect against a decline in value of the Equity Fund's
assets due to fluctuating currency rates, the Equity Fund may engage in certain
hedging strategies, as described under "Common Investment Strategies" below.

The Equity Fund will invest substantially all of its assets in equity
securities when the Adviser believes that the relevant market environment favors
profitable investing in those securities. Equity investments are selected in
industries and companies that the Adviser believes are experiencing favorable
demand for their products and services, and which operate in a favorable
regulatory and competitive climate. The Adviser's analysis and selection process
focuses on growth potential; investment income is not a consideration. In
addition, factors such as expected levels of inflation, government policies
influencing business conditions, the outlook for currency relationships and
prospects for economic growth among countries, regions or geographic areas may
warrant consideration in selecting foreign equity securities. Generally, the
Equity Fund intends to invest in marketable securities that are not restricted
as to public sale. Most of the purchases and sales of securities by the Equity
Fund will be effected in the primary trading market for the securities. The
primary trading market for a given security generally is located in the country
in which the issuer has its principal office. While no assurances can be given
as to the specific issuers of the equity securities in which the Fund will
invest, the Fund intends to seek out the securities of large well-established
issuers. However, the Equity Fund will invest in the equity securities of
smaller emerging growth companies when the Adviser believes that such
investments represent a beneficial investment opportunity for the Fund.

Although the Equity Fund normally invests primarily in equity
securities, it may increase its cash or non-equity position when the Adviser is
unable to locate investment opportunities with desirable risk/reward
characteristics. The Equity Fund may invest in preferred stocks that are not
convertible into common stock, government securities, corporate bonds and
debentures, including high-risk and high-yield debt instruments (but in no event
will an amount exceeding 10% of the Fund's total assets be invested in such
high-risk/high-yield securities), high-grade commercial paper, certificates of
deposit or other debt securities when the Adviser perceives an opportunity for
capital growth from such securities or so that the Equity Fund may receive a
return on idle cash. The Equity Fund also may invest up to 5% of its total
assets in gold bullion and coins, which, unlike investments in many securities,
earn no investment income. Since a market exists for such investments, the
Adviser believes gold bullion and coins should be considered a liquid
investment. The Equity Fund intends to limit its investments in debt securities
to securities of U.S. companies, the United States government, foreign
governments, domestic or foreign governmental entities and supranational
organizations such as the European Economic Community and the World Bank. When
the Equity Fund invests in such securities, investment income may increase and
may constitute a large portion of the return of the Fund but, under these
certain circumstances, the Equity Fund would not expect to participate in market
advances or declines to the extent that it would if it remained fully invested
in equity securities.

COMMON INVESTMENT STRATEGIES

In attempting to achieve their investment objectives, the Funds may
engage in a variety of investment strategies.

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Convertible Securities and Bonds with Warrants Attached

Each Fund may invest in fixed-income obligations convertible into
equity securities, and bonds issued as a unit with warrants. Convertible
securities in which a Fund may invest, comprised of both convertible debt and
convertible preferred stock, may be converted at either a stated price or at a
stated rate into underlying shares of common stock. Because of this feature,
convertible securities enable an investor to benefit from increases in the
market price of the underlying common stock. Convertible securities provide
higher yields than the underlying equity securities, but generally offer lower
yields than non-convertible securities of similar quality. The value of
convertible securities fluctuates in relation to changes in interest rates like
bonds, and, in addition, fluctuates in relation to the underlying common stock.
Neither Fund intends to retain in its portfolio the common stock received upon
conversion of a convertible security or exercise of a warrant and will sell such
stocks as promptly as it can and in a manner that it believes will reduce the
risk to the Fund of a loss in connection with the sale. Neither Fund intends to
retain in its portfolio any warrant acquired as a unit with bonds if the warrant
begins to trade separately from the related bond.

Money Market Investments

Each Fund may invest up to 20% of its total assets in short-term
investment grade money market obligations. In addition, on occasion, the Adviser
may deem it advisable to adopt a temporary defensive posture by investing a
larger percentage of its assets in short-term money market obligations. These
short-term instruments, which may be denominated in various currencies, consist
of obligations of U.S. and foreign governments, their agencies or
instrumentalities; obligations of foreign and U.S. banks; and commercial paper
of corporations that, at the time of purchase, have a class of debt securities
outstanding that is rated A-2 or higher by S&P or Prime-2 or higher by Moody's
or is determined by the Adviser to be of equivalent quality. Any short-term
obligation rated A-1 or A-2 by S&P, Prime-1 or Prime-2 by Moody's, the
equivalent from another rating service or, if unrated, in the opinion of the
Adviser determined to be an issue of comparable quality, will be a permitted
investment. For temporary defensive purposes, including during times of
international political or economic uncertainty, each Fund could also invest
without limit in securities denominated in U.S. dollars through investment in
obligations issued or guaranteed by the United States government, its agencies
or instrumentalities ("U.S. government securities") (including repurchase
agreements with respect to such securities).

Currency Hedging Transactions

The Adviser may seek to limit losses through the use of currency
forward contracts, currency and interest rate futures contracts and options on
such futures contracts and options on currencies. These strategies may be used
for hedging purposes only and not for speculation. Each Fund may attempt to
decrease any losses from changes in currency exchange rates by entering into
currency hedging transactions in connection with up to 100% of its total
portfolio.

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<PAGE>

Currency and Interest Rate Futures Contracts and Options on Futures

A foreign currency futures contract provides for the future sale by one
party and the purchase by the other party of a certain amount of a specified
foreign currency at a specified price, date, time and place. Interest rate
futures contracts are standardized contracts traded on commodity exchanges
involving an obligation to purchase or sell a predetermined amount of debt
security at a fixed date and price. An option on a futures contract gives the
purchaser the right, in return for the premium paid, to assume a position in a
futures contract at a specified exercise price at any time prior to the
expiration date of the option. When deemed advisable by the Adviser, each Fund
may enter into currency futures contracts, interest rate futures contracts or
related options that are traded on U.S. or foreign exchanges. The Equity Fund
also may enter into options contracts relating to gold bullion. Such investments
by a Fund will be made solely for the purpose of hedging against the effects of
changes in the value of its portfolio securities due to anticipated changes in
interest rates, currency values and market conditions and when the transactions
are economically appropriate to the reduction of risks inherent in the
management of a Fund. A Fund may not enter into futures contracts and options on
futures contracts that are not considered "bona fide" hedges under regulations
of the Commodity Futures Trading Commission. With respect to each long position
in a futures contract or option thereon, the underlying commodity value of such
contract always will be covered by cash and cash equivalents or other liquid
obligations set aside, plus accrued profits held at a Fund's custodian or at the
commodity dealer, or a corresponding chart position.

Currency Exchange Transactions and Options on Foreign Currencies

Each Fund may engage in currency exchange transactions and purchase put
and call options on foreign currencies. Each Fund will conduct its currency
exchange transactions either on a spot (i.e., cash) basis at the rate prevailing
in the currency exchange market or through entering into forward contracts to
purchase or sell currencies. A forward currency contract involves an obligation
to purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are entered into in the
interbank market conducted directly between currency traders (usually large U.S.
or foreign commercial banks) and their customers. The Funds may enter into a
forward contract in the following two circumstances:

(1) When a Fund purchases a foreign currency denominated security for
settlement in the near future, it may immediately purchase in the
forward market the foreign currency needed to pay for and settle the
transaction.

(2) When the Adviser believes that the currency of a specific country
may deteriorate against another currency, a Fund may enter into a
forward contract to sell the less attractive currency and buy the more
attractive one. The amount in question could be more or less than the
value of a Fund's securities denominated in the less attractive
currency. While such actions are intended to protect the Funds from
adverse currency movements, there is a risk that the currency movements
involved will not be properly anticipated. Use of this currency hedging
technique may also be limited by management's need to protect the U.S.
tax status of the Funds as regulated investment companies.

To support its obligation when a Fund enters into a forward contract to
buy or sell currencies, such Fund will either deposit with its custodian in a
segregated account cash or other liquid obligations having a value at least
equal to its obligation or continue to own or have the right to sell or acquire,
respectively the currency subject to the forward contract.

7
<PAGE>

An option on a foreign currency, which may be entered into on a U.S. or
foreign exchange or in the over-the-counter market, gives the purchaser, in
return for a premium, the right to sell, in the case of a put, and buy, in the
case of a call, the underlying currency at a specified price during the term of
the option.

Each Fund may also invest in instruments offered by brokers that
combine forward contracts, options and securities in order to reduce foreign
currency exposure.

Covered Option Writing

Each Fund may write options to generate current income or as hedges to
reduce investment risk. Each Fund may write put and call options on up to 25% of
the net asset value of the securities in its portfolio and will realize fees
(referred to as "premiums") for granting the rights evidenced by the options. A
put option embodies the right of its purchaser to compel the writer of the
option to purchase from the option holder an underlying security at a specified
price at any time during the option period. In contrast, a call option embodies
the right of its purchaser to compel the writer of the option to sell to the
option holder an underlying security at a specified price at any time during the
option period. Thus, the purchaser of a put option written by a Fund has the
right to compel such Fund to purchase from it the underlying security at the
agreed-upon price for a specified time period, while the purchaser of a call
option written by a Fund has the right to purchase from such Fund the underlying
security owned by the Fund at the agreed-upon price for a specified time period.

Upon the exercise of a put option written by a Fund, such Fund may
suffer an economic loss equal to the difference between the price at which the
Fund is required to purchase the underlying security and its market value at the
time of the option exercise, less the premium received for writing the option.
Upon the exercise of a call option written by a Fund, such Fund may suffer an
economic loss equal to the excess of the security's market value at the time of
the option's exercise over the greater of (i) the Fund's acquisition cost of the
security and (ii) the exercise price, less the premium received for writing the
option.

The Funds will write only covered options. Accordingly, whenever a Fund
writes a call option it will continue to own or have the present right to
acquire the underlying security for as long as it remains obligated as the
writer of the option. To support its obligation to purchase the underlying
security if a put option is exercised, a Fund will either (1) deposit with its
custodian in a segregated account cash, U.S. government securities or other
liquid assets having a value at least equal to the exercise price of the
underlying securities or (2) continue to own an equivalent number of puts of the
same "series" (that is, puts on the same underlying security having the same
exercise prices and expiration dates as those written by the Fund), or an
equivalent number of puts of the same "class" (that is, puts on the same
underlying security) with exercise prices greater than those that it has written
(or, if the exercise prices of the puts it holds are less than the exercise
prices of those it has written, it will deposit the difference with its
custodian in a segregated account).

Each Fund may engage in a closing purchase transaction to realize a
profit, to prevent an underlying security from being called or put or, in the
case of a call option, to unfreeze an underlying security (thereby permitting
its sale or the writing of a new option on the security prior to the outstanding
option's expiration). To affect a closing purchase transaction, a Fund would
purchase, prior to the holder's exercise of an option that a Fund has written,
an option of the same series as that on which such Fund desires to terminate its
obligation. The obligation of a Fund under an option that it has written would
be terminated by a closing purchase transaction, but the Fund would not be
deemed to own an

8
<PAGE>

option as the result of the transaction. There can be no assurance that a Fund
will be able to affect closing purchase transactions at a time when it wishes to
do so. To facilitate closing purchase transactions, however, the Fund will write
options only if a secondary market for the option exists on a recognized
securities exchange or in the over-the-counter market. Option writing for the
Funds may be limited by position and exercise limits established by securities
exchanges and the National Association of Securities Dealers, Inc. (the "NASD").
Furthermore, a Fund may, at times, have to limit its option writing in order to
qualify as a regulated investment company under the Code. Each Fund may enter
into options transactions as hedges to reduce investment risk, generally by
making an investment expected to move in the opposite direction of a portfolio
position. A hedge is designed to offset a loss on a portfolio position with a
gain on the hedge position. The Funds bear the risk that the prices of the
securities being hedged will not move in the same amount as the hedge. Each Fund
will engage in hedging transactions only when deemed advisable by the Adviser.
Successful use by a Fund of options will depend on the Adviser's ability to
correctly predict movements in the direction of the security or currency
underlying the option used as a hedge. Losses incurred in hedging transactions
and the costs of these transactions will affect a Fund's performance.

Purchasing Put and Call Options on Securities

Each Fund may purchase put and call options that are traded on foreign
as well as U.S. exchanges and in the over-the-counter market. A Fund may utilize
up to 2% of its assets to purchase put options on portfolio securities and may
do so at or about the same time that it purchases the underlying security or at
a later time. By buying a put, a Fund limits its risk of loss from a decline in
the market value of the security until the put expires. Any appreciation in the
value of and yield otherwise available from the underlying security, however,
will be partially offset by the amount of the premium paid for the put option
and any related transaction costs. A Fund may utilize up to 2% of its assets to
purchase call options on portfolio securities. Call options may be purchased by
a Fund in order to acquire the underlying securities for the Fund at a price
that avoids any additional cost that would result from a substantial increase in
the market value of a security. A Fund also may purchase call options to
increase its return to investors at a time when the call is expected to increase
in value due to anticipated appreciation of the underlying security.

Prior to their expirations, put and call options may be sold in closing
sale transactions (sales by a Fund, prior to the exercise of options that it has
purchased, of options of the same series), and profit or loss from the sale will
depend on whether the amount received is more or less than the premium paid for
the option plus the related transaction costs. If an option purchased is not
sold or exercised when it has remaining value, or if the market price of the
underlying security remains equal to or greater than the exercise price, in the
case of a put, or remains equal to or below the exercise price, in the case of a
call, during the life of the option, the option will expire worthless and a Fund
will lose the premium paid for the option.

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<PAGE>

Securities of Other Investment Companies

Each Fund may invest in securities of other investment companies to the
extent permitted under the 1940 Act. Presently, under the 1940 Act, a fund is
permitted to hold securities of another investment company in amounts which (a)
do not exceed 3% of the total outstanding voting stock of such company, (b) do
not exceed 5% of the value of a fund's total assets and (c) when added to all
other investment company securities held by such fund, do not exceed 10% of the
value of the fund's total assets. Investors should note that investment by a
Fund in the securities of other investment companies would involve the payment
of duplicative fees (once with the Fund and again with the investment company in
which the Fund invests). Each Fund intends not to invest more than 5% of its
total assets in the securities of other investment companies.

Repurchase Agreements

Each Fund may enter into repurchase agreements on portfolio securities
with member banks of the Federal Reserve System and certain non-bank dealers.
Repurchase agreements are contracts under which the buyer of a security
simultaneously commits to resell the security to the seller at an agreed-upon
price and date. Under the terms of a typical repurchase agreement, a Fund would
acquire an underlying security for a relatively short period (usually not more
than one week) subject to an obligation of the seller to repurchase, and the
Fund to resell, the obligation at an agreed-upon price and time, thereby
determining the yield during the Fund's holding period. This arrangement results
in a fixed rate of return that is not subject to market fluctuations during such
Fund's holding period. The value of the underlying securities will at all times
be at least equal to the total amount of the purchase obligation, including
interest. The Fund bears a risk of loss in the event that the other party to a
repurchase agreement defaults on its obligations or becomes bankrupt and the
Fund is delayed or prevented from exercising its right to dispose of the
collateral securities, including the risk of a possible decline in the value of
the underlying securities during the period while the Fund seeks to assert this
right. The Adviser, acting under the supervision of the Trust's Board of
Trustees, monitors the creditworthiness of those bank and non-bank dealers with
which the Funds enter into repurchase agreements to evaluate this risk. A
repurchase agreement is considered to be a loan under the 1940 Act. Under normal
market conditions, a Fund may invest up to 20% of its total assets in repurchase
agreements, although, for temporary defensive purposes, a Fund may invest in
these agreements without limit.

When-Issued Securities and Delayed Delivery Transactions

Each Fund may utilize up to 20% of its total assets to purchase
securities on a when-issued basis and purchase or sell securities on a
delayed-delivery basis. In these transactions, payment for and delivery of the
securities occurs beyond the regular settlement dates, normally within 30-45
days after the transaction. A Fund will not enter into a when-issued or
delayed-delivery transaction for the purpose of leverage, although, to the
extent the Fund is fully invested, these transactions will have the same effect
on net asset value per share as leverage. A Fund may, however, sell the right to
acquire a when-issued security prior to its acquisition or dispose of its right
to deliver or receive securities in a delayed-delivery transaction if its
Adviser deems it advantageous to do so. The payment obligation and the interest
rate that will be received in when-issued and delayed-delivery transactions are
fixed at the time the buyer enters into the commitment. Due to fluctuations in
the value of securities purchased or sold on a when-issued or delayed-delivery
basis, the yields obtained on such securities may be higher or lower than the
yields available in the market on the dates when the investments are actually
delivered to the buyers. A Fund will not accrue income with respect to a debt
security it has purchased on a when-issued or delayed-delivery basis prior to
its stated delivery date but will continue to accrue income on a
delayed-delivery security it has sold. When-issued securities may include
securities purchased on a "when, as and if

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<PAGE>

issued" basis under which the issuance of the security depends on the occurrence
of a subsequent event, such as approval of a merger, corporate reorganization or
debt restructuring. A Fund will establish a segregated account with its
custodian consisting of cash, U.S. government securities or other liquid assets
in an amount equal to the amount of its when-issued and delayed-delivery
purchase commitments, and will segregate the securities underlying commitments
to sell securities for delayed delivery. Placing securities rather than cash in
the segregated account may have a leveraging effect on a Fund's net assets.

Rule 144A Securities

Each Fund may purchase securities that are not registered under the
Securities Act of 1933, as amended (the "1933 Act"), but that can be sold to
"qualified institutional buyers" in accordance with the requirements stated in
Rule 144A under the 1933 Act ("Rule 144A Securities"). A Rule 144A Security may
be considered illiquid and therefore subject to a Fund's 15% limitation on the
purchase of illiquid securities, unless the Trust's Board of Trustees determines
on an ongoing basis that an adequate trading market exists for the security.
This investment practice could have the effect of increasing the level of
illiquidity in a Fund to the extent that qualified institutional buyers become
uninterested for a time in purchasing Rule 144A Securities. The Board of
Trustees may adopt guidelines and delegate to the Adviser the daily function of
determining and monitoring liquidity of Rule 144A Securities, although the Board
of Trustees will retain ultimate responsibility for any determination regarding
liquidity. The Board of Trustees will consider all factors in determining the
liquidity of Rule 144A Securities. The Board of Trustees will carefully monitor
any investments by the Funds in Rule 144A Securities.

4(2) Commercial Paper

Each Fund may, under procedures adopted by the Board of Trustees,
consider 4(2) Commercial Paper to be liquid. If not considered liquid, such 4(2)
Commercial Paper will be subject to a Fund's 15% limitation of the purchase of
illiquid securities.

Lending Portfolio Securities

Each Fund is authorized to lend securities it holds to brokers, dealers
and other financial organizations. Loans of a Fund's securities may not exceed
33 1/3% of the Fund's total assets. A Fund's loans of securities will be
collateralized by cash, letters of credit or U.S. government securities that
will be maintained at all times in a segregated account with such Fund's
custodian in an amount at least equal to the current market value of the loaned
securities. From time to time, a Fund may pay a part of the interest earned from
the investment collateral received for securities loaned to the borrower and/or
a third party that is unaffiliated with the Fund and that is acting as a
"finder."

By lending its portfolio securities, a Fund can increase its income by
continuing to receive interest on the loaned securities, by investing the cash
collateral in short-term instruments or by obtaining yield in the form of
interest paid by the borrower when U.S. government securities are used as
collateral. A Fund will adhere to the following conditions whenever it lends its
securities: (1) the Fund must receive at least 100% cash collateral or
equivalent securities from the borrower, which securities will be maintained by
daily marking-to-market; (2) the borrower must increase the collateral whenever
the market value of the securities loaned rises above the level of the
collateral; (3) the Fund must be able to terminate the loan at any time; (4) the
Fund must receive reasonable interest on the loan, as well as any dividends,
interest or other distributions on the loaned securities, and any increase in
market value; (5) the Fund may pay only reasonable custodian fees in connection
with the loan; and (6) voting rights on the loaned securities may pass to the
borrower except that, if a material event adversely affecting the

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<PAGE>

investment in the loaned securities occurs, the Fund must terminate the loan and
regain the right to vote the securities.

High-Yield/High-Risk Bonds

The Equity Fund may invest up to 10% of its total assets in
high-yield/high-risk bonds. Lower rated bonds involve a higher degree of credit
risk, the risk that the issuer will not make interest or principal payments when
due. Such bonds may have predominantly speculative characteristics. In the event
of an unanticipated default, the Fund would experience a reduction in its income
and could expect a decline in the market value of the securities so affected.
More careful analysis of the financial condition of each issuer of lower grade
securities is therefore necessary. During an economic downturn or substantial
period of rising interest rates, highly leveraged issuers may experience
financial stress which would adversely affect their ability to service their
principal and interest payment obligations, to meet projected business goals and
to obtain additional financing.

The market prices of lower grade securities are generally less
sensitive to interest rate changes than higher rated investments, but more
sensitive to adverse economic or political changes or, in the case of corporate
issuers, individual corporate developments. Periods of economic or political
uncertainty and change can be expected to result in volatility of prices of
these securities. Lower rated securities may also have less liquid markets than
higher rated securities, and their liquidity as well as their value may be
adversely affected by adverse economic conditions. Adverse publicity and
investor perceptions as well as new or proposed laws may also have a negative
impact on the market for high-yield/high-risk bonds.

Unrated Debt Securities

Both Funds may invest in unrated debt instruments of foreign and
domestic issuers. Unrated debt, while not necessarily of lower quality than
rated securities, may not have as broad a market. Sovereign debt of foreign
governments is generally rated by country. Because these ratings do not take
into account individual factors relevant to each issue and may not be updated
regularly, the Adviser may treat such securities as unrated debt. See the
Appendix for a description of bond rating categories.

ADDITIONAL INFORMATION ON INVESTMENT PRACTICES

Foreign Investments. Investors should recognize that investing in
foreign companies involves certain considerations, including those discussed
below, which are not typically associated with investing in U.S. issuers. Since
the Funds will be investing substantially in securities denominated in
currencies other than the U.S. dollar, and since the Funds may temporarily hold
funds in bank deposits or other money market investments denominated in foreign
currencies, the Funds may be affected favorably or unfavorably by exchange
control regulations or changes in the exchange rate between such currencies and
the dollar. A change in the value of a foreign currency relative to the U.S.
dollar will result in a corresponding change in the dollar value of a Fund's
assets denominated in that foreign currency. Changes in foreign currency
exchange rates may also affect the value of dividends and interest earned, gains
and losses realized on the sale of securities and net investment income and
gains, if any, to be distributed to shareholders by the Funds.

The rate of exchange between the U.S. dollar and other currencies is
determined by the forces of supply and demand in the foreign exchange markets.
Changes in the exchange rate may result over time from the interaction of many
factors directly or indirectly affecting economic and political conditions in
the United States and a particular foreign country, including economic and
political developments in other countries. Of particular importance are rates of
inflation, interest rate levels, the balance of

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<PAGE>

payments and the extent of government surpluses or deficits in the United States
and the particular foreign country, all of which are in turn sensitive to the
monetary, fiscal and trade policies pursued by the governments of the United
States and other foreign countries important to international trade and finance.
Governmental intervention may also play a significant role. National governments
rarely voluntarily allow their currencies to float freely in response to
economic forces. Sovereign governments use a variety of techniques, such as
intervention by a country's central bank or imposition of regulatory controls or
taxes, to affect the exchange rates of their currencies.

Many of the foreign securities held by the Funds will not be registered
with, nor the issuers thereof be subject to reporting requirements of, the
Securities and Exchange Commission (the "SEC"). Accordingly, there may be less
publicly available information about the securities and about the foreign
company or government issuing them than is available about a domestic company or
government entity. Foreign issuers are generally not subject to uniform
financial reporting standards, practices and requirements comparable to those
applicable to U.S. issuers. In addition, with respect to some foreign countries,
there is the possibility of expropriation or confiscatory taxation, limitations
on the removal of funds or other assets of the Funds, political or social
instability, or domestic developments which could affect U.S. investments in
those countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payment positions. The Funds may invest in securities of foreign
governments (or agencies or instrumentalities thereof), and many, if not all, of
the foregoing considerations apply to such investments as well.

Securities of some foreign companies are less liquid and their prices
are more volatile than securities of comparable domestic companies. Certain
foreign countries are known to experience long delays between the trade and
settlement dates of securities purchased or sold. Due to the increased exposure
to the Funds of market and foreign exchange fluctuations brought about by such
delays, and due to the corresponding negative impact on Fund liquidity, the
Funds will avoid investing in countries which are known to experience settlement
delays which may expose the Funds to unreasonable risk of loss.

The interest payable on each Fund's foreign securities may be subject
to foreign withholding taxes, and while investors may be able to claim some
credit or deduction for such taxes with respect to their allocated shares of
such foreign tax payments, the general effect of these taxes will be to reduce
the Fund's income. Additionally, the operating expenses of the Fund, such as
custodial costs, valuation costs and communication costs, as well as the rate of
the investment advisory fees, are higher than those costs incurred by investment
companies investing exclusively in U.S. securities, but are not higher than
those paid by many other international funds.

Each Fund will not invest more than 25% or more of its assets in the
securities of supranational entities.

Futures Activities. The Funds may enter into futures contracts for the
purchase and sale of fixed-income securities or foreign currencies and purchase
or write related options that are traded on foreign as well as U.S. exchanges.
These investments may be made solely for the purpose of hedging against changes
in the value of its portfolio securities due to anticipated changes in interest
rates, currency values and/or market conditions when the transactions are
economically appropriate to the reduction of risks inherent in the management of
the Funds and not for purposes of speculation.

Futures Contracts. A futures contract for the purchase or sale of
fixed-income securities provides for the future sale by one party and the
purchase by the other party of a certain amount of a specific debt instrument at
a specified price, date, time and place. A foreign currency futures contract
provides for the

13
<PAGE>

future sale by one party and the purchase by the other party of a certain amount
of a specified foreign currency at a specified price, date, time and place.

Entering into a futures contract enables a Fund to seek to protect its
assets from fluctuations in value without necessarily buying or selling the
assets. A Fund may not enter into futures transactions, other than those
considered to be "bona fide" hedging by the Commodity Futures Trading
Commission, if the sum of the amount of initial margin deposits on its existing
futures contracts and premiums paid for unexpired options would exceed 5% of the
fair market value of such Fund's total assets, after taking into account
unrealized profits and unrealized losses on commodity contracts into which it
has entered. A Fund will not use leverage when it enters into long futures or
options contracts and for each such long position such Fund will deposit cash,
or other liquid obligations, having a value equal to the underlying commodity
value of the contract as collateral with its custodian or approved futures
commission merchant ("FCM") in a segregated account.

The purpose of entering into a futures contract is to protect a Fund
from fluctuations in value of its portfolio securities without its necessarily
buying or selling the securities. Of course, since the value of portfolio
securities will far exceed the value of the futures contracts sold by a Fund, an
increase in the value of the futures contracts could only mitigate but not
totally offset the decline in the value of such Fund's assets. No consideration
is paid or received by a Fund upon entering into a futures contract. Upon
entering into a futures contract, a Fund will be required to deposit in a
segregated account with its custodian or approved FCM an amount of cash or other
liquid obligations equal to a portion of the contract amount. This amount is
known as "initial margin" and is in the nature of a performance bond or good
faith deposit on the contract which is returned to such Fund upon termination of
the futures contract, assuming all contractual obligations have been satisfied.
The broker will have access to amounts in the margin account if the Fund fails
to meet its contractual obligations. Subsequent payments, known as "variation
margin," to and from the broker, will be made daily as the price of the
securities underlying the futures contract fluctuates, making the long and short
positions in the futures contract more or less valuable, a process known as
"marking-to-market." At any time prior to the expiration of a futures contract,
a Fund may elect to close the position by taking an opposite position, which
will operate to terminate such Fund's existing position in the contract.

There are several risks in connection with the use of futures contracts
as a hedging device. Successful use of futures contracts is subject to the
ability of Bank Julius Baer & Co., Ltd., New York Branch (the "Adviser"), the
investment adviser to predict correctly movements in the price of the securities
or currencies and the direction of the stock indices underlying the particular
hedge. These predictions and, thus, the use of futures contracts involve skills
and techniques that are different from those involved in the management of the
portfolio securities being hedged. In addition, there can be no assurance that
there will be a correlation between movements in the price of the underlying
securities or currencies and movements in the price of the securities which are
the subject of the hedge. A decision concerning whether, when and how to hedge
involves the exercise of skill and judgment and even a well-conceived hedge may
be unsuccessful to some degree because of unexpected market behavior or trends
in interest rates.

Positions in futures contracts and options on futures contracts may be
closed out only on the exchange on which they were entered into (or through a
linked exchange). No secondary market exists for such contracts. Although the
Funds intend to enter into futures contracts only if there is an active market
for such contracts, there is no assurance that an active market will exist for
the contracts at any particular time. Most futures exchanges limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
Once the daily limit has been reached in a particular contract, no trades may be
made that day at a price beyond that limit. It is possible that futures contract
prices could

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<PAGE>

move to the daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting the Funds to substantial losses. In such event, and in the event of
adverse price movements, a Fund would be required to make daily cash payments of
variation margin. In such circumstances, an increase in the value of the portion
of such Fund's securities being hedged, if any, may partially or completely
offset losses on the futures contract. However, as described above, there is no
guarantee that the price of the securities being hedged will, in fact, correlate
with the price movements in a futures contract and thus provide an offset to
losses on the futures contract.

If a Fund has hedged against the possibility of an event adversely
affecting the value of securities held in its portfolio and that event does not
occur, such Fund will lose part or all of the benefit of the increased value of
securities which it has hedged because it will have offsetting losses in its
futures positions. Losses incurred in hedging transactions and the costs of
these transactions will affect a Fund's performance. In addition, in such
situations, if a Fund had insufficient cash, it might have to sell securities to
meet daily variation margin requirements at a time when it would be
disadvantageous to do so. These sales of securities could, but will not
necessarily, be at increased prices which reflect the change in interest rates
or currency values, as the case may be.

Options on Futures Contracts. The Funds may purchase and write put and
call options on interest rate and foreign currency futures contracts that are
traded on a U.S. exchange or board of trade as a hedge against changes in
interest rates and market conditions, and may enter into closing transactions
with respect to such options to terminate existing positions. There is no
guarantee that such closing transactions can be effected.

An option on an interest rate futures contract, as contrasted with the
direct investment in such a contract, gives the purchaser the right, in return
for the premium paid, to assume a position in a fixed-income security futures
contract at a specified exercise price at any time prior to the expiration date
of the option. An option on a foreign currency futures contract, as contrasted
with the direct investment in the contract, gives the purchaser the right, but
not the obligation, to assume a long or short position in the relevant
underlying currency at a predetermined exercise price at a time in the future.
Upon exercise of an option, the delivery of the futures position by the writer
of the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account, which represents the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the futures contract. The potential loss related to the purchase of an option
on futures contracts is limited to the premium paid for the option (plus
transaction costs). Because the value of the option is fixed at the point of
sale, there are no daily cash payments to reflect changes in the value of the
underlying contract; however, the value of the option does change daily and that
change would be reflected in the net asset value of the Funds.

There are several risks relating to options on futures contracts. The
ability to establish and close out positions on such options will be subject to
the existence of a liquid market. In addition, the purchase of put or call
options will be based upon predictions as to anticipated trends in interest
rates and securities markets by a Fund's Adviser, which could prove to be
incorrect. Even if those expectations were correct, there may be an imperfect
correlation between the change in the value of the options and of the portfolio
securities hedged.

Currency Hedging Transactions. The value in U.S. dollars of the assets
of the Funds that are invested in foreign securities may be affected favorably
or unfavorably by changes in foreign currency exchange rates and exchange
control regulations, and the Funds may incur costs in connection with
conversions between various currencies. The Funds, therefore, may engage in
currency hedging

15
<PAGE>

transactions to protect against uncertainty in the level of future exchange
rates. Income received from such transactions could be used to pay a Fund's
expenses and would increase an investor's total return. The Funds will conduct
foreign currency transactions either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign currency market or through forward foreign
exchange contracts to purchase or sell currency. The Funds also are authorized
to purchase and sell listed foreign currency options and options on foreign
currency futures for hedging purposes.

The following is a description of the hedging instruments the Funds may utilize
with respect to foreign currency exchange rate fluctuation risks.

Forward Currency Contracts. A forward currency contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. A Fund's dealings in
forward currency exchange will be limited to hedging involving either specific
transactions or portfolio positions. Transaction hedging is the purchase or sale
of forward currency with respect to specific receivables or payables of a Fund
generally accruing in connection with the purchase or sale of its portfolio
securities. Position hedging is the sale of forward currency with respect to
portfolio security positions denominated or quoted in that currency or in
another currency in which portfolio securities are denominated, the movements of
which tend to correlate to the movement in the currency sold forward (the
"hedged currency"). A Fund may not position hedge with respect to a particular
currency to an extent greater than the aggregate market value (at the time of
making such sale) of the securities held in its portfolio denominated or quoted
in or currently convertible into that particular currency or the hedged
currency. If a Fund enters into a position hedging transaction, cash or liquid
securities will be placed in a segregated account in an amount equal to the
value of that Fund's total assets committed to the consummation of the forward
contract or the Fund will own the currency subject to the hedge, or the right to
buy or sell it as the case may be. If the value of the securities placed in the
segregated account declines, additional cash or securities will be placed in the
account so that the value of the account will equal the amount of such Fund's
commitment with respect to the contract. Hedging transactions may be made from
any foreign currency into U.S. dollars or into other appropriate currencies.

At or before the maturity of a forward contract, a Fund may either sell
a portfolio security and take delivery of the currency, or retain the security
and offset its contractual obligation to deliver the currency by purchasing a
second contract pursuant to which such Fund will obtain, on the same maturity
date, the same amount of the currency that it is obligated to deliver. If a Fund
retains the portfolio security and engages in an offsetting transaction, the
Fund, at the time of execution of the offsetting transaction, will incur a gain
or a loss to the extent that movement has occurred in forward contract prices.
Should forward prices decline during the period between a Fund's entering into a
forward contract for the sale of a currency and the date it enters into an
offsetting contract for the purchase of the currency, the Fund will realize a
gain to the extent the price of the currency it has agreed to sell exceeds the
price of the currency it has agreed to purchase. Should forward prices increase,
the Fund will suffer a loss to the extent the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.

The cost to a Fund of engaging in currency transactions varies with
factors such as the currency involved, the length of the contract period and the
market conditions then prevailing. Because transactions in currency exchange are
usually conducted on a principal basis, no fees or commissions are involved. The
use of forward currency contracts does not eliminate fluctuations in the
underlying prices of the securities, but it does establish a rate of exchange
that can be achieved in the future. In addition, although forward currency
contracts limit the risk of loss due to a decline in the value of the hedged

16
<PAGE>

currency, at the same time, they limit any potential gain that might result
should the value of the currency increase.

If a devaluation is generally anticipated, a Fund may not be able to
contract to sell the currency at a price above the devaluation level it
anticipates. In light of the requirements that the Funds must meet to qualify as
regulated investment companies under the Internal Revenue Code of 1986, as
amended (the "Code") for a given year, the Funds currently intend to limit their
gross income from currency transactions to less than 10% of gross income for
that taxable year.

Foreign Currency Options. The Funds may purchase put and call options
on foreign currencies for the purpose of hedging against changes in future
currency exchange rates. Foreign currency options generally have three, six and
nine month expiration cycles. Put options convey the right to sell the
underlying currency at a price which is anticipated to be higher than the spot
price of the currency at the time the option expires. Call options convey the
right to buy the underlying currency at a price which is expected to be lower
than the spot price of the currency at the time the option expires.

A Fund may use foreign currency options under the same circumstances
that it could use forward currency exchange transactions. A decline in the
dollar value of a foreign currency in which a Fund's securities are denominated,
for example, will reduce the dollar value of the securities, even if their value
in the foreign currency remains constant. In order to protect against such
diminution in the value of securities it holds, a Fund may purchase put options
on the foreign currency. If the value of the currency does decline, such Fund
will have the right to sell the currency for a fixed amount in dollars and will
thereby offset, in whole or in part, the adverse effect on its securities that
otherwise would have resulted. Conversely, if a rise in the dollar value of a
currency in which securities to be acquired are denominated is projected,
thereby potentially increasing the cost of the securities, a Fund may purchase
call options on the particular currency. The purchase of these options could
offset, at least partially, the effects of the adverse movements in exchange
rates. The benefit to a Fund derived from purchases of foreign currency options,
like the benefit derived from other types of options, will be reduced by the
amount of the premium and related transaction costs. In addition, if currency
exchange rates do not move in the direction or to the extent anticipated, a Fund
could sustain losses on transactions in foreign currency options that would
require it to forego a portion or all of the benefits of advantageous changes in
the rates.

Foreign Currency Futures and Related Options. The Funds may enter into
currency futures contracts to purchase and sell currencies. They also may
purchase options on currency futures. Foreign currency futures are similar to
forward currency contracts, except that they are traded on commodities exchanges
and are standardized as to contract size and delivery date. In investing in such
transactions, a Fund would incur brokerage costs and would be required to make
and maintain certain "margin" deposits. A Fund also would be required to
segregate assets or otherwise cover, as described above, the futures contracts
requiring the purchase of foreign currencies. These limitations are described
more fully above under the heading "Futures Activities." Most currency futures
call for payment or delivery in U.S. dollars.

Options on foreign currency futures entitle a Fund, in return for the
premium paid, to assume a position in an underlying foreign currency futures
contract. An option on a foreign currency futures contract, in contrast to a
direct investment in the contract, gives the purchaser the right, but not the
obligation, to assume a long or short position in the relevant underlying
currency at a predetermined price at a time in the future.

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<PAGE>

Currency futures and related options are subject to the risks of other
types of futures activities, as described above. In addition, while the value of
currency futures and options on futures can be expected to correlate with
exchange rates, it will not reflect other factors that may affect the value of a
Fund's investments. A currency hedge, for example, should protect a
Yen-denominated security against a decline in the Yen, but will not protect a
Fund against price decline if the issuer's creditworthiness deteriorates.
Because the value of a Fund's investments denominated in foreign currency will
change in response to many factors other than exchange rates, it may not be
possible to match the amount of currency futures contracts to the value of the
Fund's investments denominated in that currency over time.

A more detailed discussion of futures contracts and options on futures
contracts, including the risks associated with such transactions and certain
limitations on the percentage of assets that may be used in such transactions,
can be found above under the heading "Futures Activities."

Options on Securities. In order to hedge against adverse market shifts,
a Fund may utilize up to 2% of its total assets to purchase put options on
securities and an additional 2% of its total assets to purchase call options on
securities, in each case that are traded on foreign as well as U.S. exchanges or
in the over-the-counter market. In addition, a Fund may write covered call
options and put options on up to 25% of the net asset value of the securities in
its portfolio. A Fund realizes fees (referred to as "premiums") for granting the
rights evidenced by the call options it has written. A put option embodies the
right of its purchaser to compel the writer of the option to purchase from the
option holder an underlying security at a specified price at any time during the
option period. In contrast, a call option embodies the right of its purchaser to
compel the writer of the option to sell to the option holder an underlying
security at a specified price at any time during the option period. Thus, the
purchaser of a call option written by a Fund has the right to purchase from such
Fund the underlying security owned by the Fund at the agreed-upon price for a
specified time period. A Fund may write only covered call options. Accordingly,
whenever a Fund writes a call option it will continue to own or have the present
right to acquire the underlying security without additional consideration for as
long as it remains obligated as the writer of the option.

The principal reason for writing covered call options on a security is
to attempt to realize, through the receipt of premiums, a greater return than
would be realized on the securities alone. In return for a premium, a Fund as
the writer of a covered call option forfeits the right to any appreciation in
the value of the underlying security above the strike price for the life of the
option (or until a closing purchase transaction can be effected). Nevertheless,
a Fund as the call writer retains the risk of a decline in the price of the
underlying security. The size of the premiums that a Fund may receive may be
adversely affected as new or existing institutions, including other investment
companies, engage in or increase their option-writing activities.

Options written by a Fund will normally have expiration dates between
one and nine months from the date written. The exercise price of the options may
be below, equal to or above the market values of the underlying securities at
the times the options are written. In the case of call options, these exercise
prices are referred to as "in-the-money," "at-the-money" and "out-of-the-money,"
respectively. A Fund may write (a) in-the-money call options when its Adviser
expects that the price of the underlying security will remain flat or decline
moderately during the option period, (b) at-the-money call options when its
Adviser expects that the price of the underlying security will remain flat or
advance moderately during the option period and (c) out-of-the-money call
options when its Adviser expects that the premiums received from writing the
call option plus the appreciation in market price of the underlying security up
to the exercise price will be greater than the appreciation in the price of the
underlying security alone. In any of the preceding situations, if the market
price of the underlying security declines

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<PAGE>

and the security is sold at this lower price, the amount of any realized loss
will be offset wholly or in part by the premium received.

So long as the obligation of a Fund as the writer of an option
continues, such Fund may be assigned an exercise notice by the broker-dealer
through which the option was sold, requiring the Fund to deliver the underlying
security against payment of the exercise price. This obligation terminates when
the option expires or the Fund effects a closing purchase transaction. A Fund
can no longer effect a closing purchase transaction with respect to an option
once it has been assigned an exercise notice. To secure its obligation to
deliver the underlying security when it writes a call option, a Fund will be
required to deposit in escrow the underlying security or other assets in
accordance with the rules of the Options Clearing Corporation (the "Clearing
Corporation") and of the securities exchange on which the option is written.

An option position may be closed out only where there exists a
secondary market for an option of the same series on a recognized securities
exchange or in the over-the-counter market. The Funds may purchase and write
options on securities on U.S. and foreign securities exchanges or in the
over-the-counter market.

A Fund may realize a profit or loss upon entering into a closing
transaction. In cases where a Fund has written an option, it will realize a
profit if the cost of the closing purchase transaction is less than the premium
received upon writing the original option and will incur a loss if the cost of
the closing purchase transaction exceeds the premium received upon writing the
original option. Similarly, when a Fund has purchased an option and engages in a
closing sale transaction, whether such Fund realizes a profit or loss will
depend upon whether the amount received in the closing sale transaction is more
or less than the premium the Fund initially paid for the original option plus
the related transaction costs.

Although a Fund will generally purchase or write only those options for
which its Adviser believes there is an active secondary market so as to
facilitate closing transactions, there is no assurance that sufficient trading
interest will exist to create a liquid secondary market on a securities exchange
for any particular option or at any particular time, and for some options no
such secondary market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for example, higher than
anticipated trading activity or order flow or other unforeseen events have at
times rendered certain of the facilities of the Clearing Corporation and various
securities exchanges inadequate and resulted in the institution of special
procedures, such as trading rotations, restrictions on certain types of orders
or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. Moreover,
a Fund's ability to terminate options positions established in the
over-the-counter market may be more limited than for exchange-traded options and
also may involve the risk that securities dealers participating in
over-the-counter transactions would fail to meet their obligations to a Fund.
Each Fund, however, intends to purchase over-the-counter options only from
dealers whose debt securities, as determined by its Adviser, are considered to
be investment grade. If, as a covered call option writer, a Fund is unable to
effect a closing purchase transaction in a secondary market, it will not be able
to sell the underlying security until the option expires or it delivers the
underlying security upon exercise. In either case, a Fund would continue to be
at market risk on the security and could face higher transaction costs,
including brokerage commissions.

Securities exchanges generally have established limitations governing
the maximum number of calls and puts of each class which may be held or written,
or exercised within certain time periods, by an investor or group of investors
acting in concert (regardless of whether the options are written on the same

19
<PAGE>

or different securities exchanges or are held, written or exercised in one or
more accounts or through one or more brokers). It is possible that the Funds and
other clients of the Adviser and certain of its affiliates may be considered to
be such a group. A securities exchange may order the liquidation of positions
found to be in violation of these limits and it may impose certain other
sanctions. Dollar amount limits apply to U.S. government securities. These
limits may restrict the number of options a Fund will be able to purchase on a
particular security.

In the case of options written by a Fund that are deemed covered by
virtue of such Fund's holding convertible or exchangeable preferred stock or
debt securities, the time required to convert or exchange and obtain physical
delivery of the underlying common stock with respect to which the Fund has
written options may exceed the time within which the Fund must make delivery in
accordance with an exercise notice. In these instances, a Fund may purchase or
temporarily borrow the underlying securities for purposes of physical delivery.
By so doing, a Fund will not bear any market risk, since the Fund will have the
absolute right to receive from the issuer of the underlying security an equal
number of shares to replace the borrowed stock, but a Fund may incur additional
transaction costs or interest expenses in connection with any such purchase or
borrowing.

Additional risks exist with respect to certain of the U.S. government
securities for which a Fund may write covered call options. If a Fund writes
covered call options on mortgage-backed securities, the mortgage-backed
securities that it holds as cover may, because of scheduled amortization or
unscheduled prepayments, cease to be sufficient cover. If this occurs, a Fund
will compensate for the decline in the value of the cover by purchasing an
appropriate additional amount of mortgage-backed securities.

In addition to writing covered options for other purposes, a Fund may
enter into options transactions as hedges to reduce investment risk, generally
by making an investment expected to move in the opposite direction of a
portfolio position. A hedge is designed to offset a loss on a portfolio position
with a gain on the hedged position; at the same time, however, a properly
correlated hedge will result in a gain on the portfolio position being offset by
a loss on the hedged position. A Fund bears the risk that the prices of the
securities being hedged will not move in the same amount as the hedge. A Fund
will engage in hedging transactions only when deemed advisable by its Adviser.
Successful use by a Fund of options will be subject to its Adviser's ability to
predict correctly movements in the direction of the securities underlying the
option used as a hedge. Losses incurred in hedging transactions and the costs of
these transactions will affect a Fund's performance.

Options on Gold. For hedging purposes, the Equity Fund may purchase put
and call options on gold and write covered call options on gold in an amount
which, when added to its assets committed to margin and premiums for gold
futures contracts and related options, does not exceed 5% of the Equity Fund's
net assets. The Equity Fund will only enter into gold options that are traded on
a regulated domestic commodities exchange or foreign commodities exchanges
approved for this purpose by the Commodity Futures Trading Commission.

Short Sales "Against the Box." In a short sale, a Fund sells a borrowed
security and has a corresponding obligation to the lender to return the
identical security. A Fund may engage in short sales if at the time of the short
sale such Fund owns or has the right to obtain an equal amount of the security
being sold short. This investment technique is known as a short sale "against
the box."

In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short position in those securities until delivery
occurs. If a Fund engages in a short sale, the collateral for the short position
will be maintained by such Fund's custodian or qualified sub-custodian. While
the short sale is open, a Fund will maintain in a segregated account an amount
of securities equal in kind and

20
<PAGE>

amount to the securities sold short or securities convertible into or
exchangeable for such equivalent securities. These securities constitute such
Fund's long position. Not more than 10% of a Fund's net assets (taken at current
value) may be held as collateral for such short sales at any one time.

The Funds do not intend to engage in short sales against the box for
investment purposes. A Fund may, however, make a short sale as a hedge, when it
believes that the price of a security may decline, causing a decline in the
value of a security owned by the Fund (or a security convertible or exchangeable
for such security), or when a Fund wants to sell the security at an attractive
current price, but also wishes to defer recognition of gain or loss for federal
income tax purposes and for purposes of satisfying certain tests applicable to
regulated investment companies under the Code. In such case, any future losses
in a Fund's long position should be offset by a gain in the short position and,
conversely, any gain in the long position should be reduced by a loss in the
short position. The extent to which such gains or losses are reduced will depend
upon the amount of the security sold short relative to the amount a Fund owns.
There will be certain additional transaction costs associated with short sales
against the box, but the Funds will endeavor to offset these costs with the
income from the investment of the cash proceeds of short sales.

Fixed-Income Investments. The performance of the debt component of a
Fund's portfolio depends primarily on interest rate changes, the average
weighted maturity of the portfolio and the quality of the securities held. The
debt component of a Fund's portfolio will tend to decrease in value when
interest rates rise and increase when interest rates fall. Generally, shorter
term securities are less sensitive to interest rate changes, but longer term
securities offer higher yields. A Fund's share price and yield will also depend,
in part, on the quality of its investments. While U.S. government securities are
generally of high quality, government securities that are not backed by the full
faith and credit of the United States and other debt securities may be affected
by changes in the creditworthiness of the issuer of the security. The extent
that such changes are reflected in a Fund's share price will depend on the
extent of the Fund's investment in such securities.

U.S. Government Securities. The Funds may invest in debt obligations of
varying maturities issued or guaranteed by the United States government, its
agencies or instrumentalities ("U.S. government securities"). Direct obligations
of the U.S. Treasury include a variety of securities that differ in their
interest rates, maturities and dates of issuance. U.S. government securities
also include securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Loan Administration, Export-Import Bank of the
United States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Central Bank for Cooperatives,
Federal Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Federal Intermediate Credit Banks, Federal Land Banks, Federal
National Mortgage Association, Maritime Administration, Tennessee Valley
Authority, District of Columbia Armory Board and Student Loan Marketing
Association. The Funds also may invest in instruments that are supported by the
right of the issuer to borrow from the United States Treasury and instruments
that are supported by the credit of the instrumentality. Because the United
States government is not obligated by law to provide support to an
instrumentality it sponsors, a Fund will invest in obligations issued by such an
instrumentality only if its Adviser determines that the credit risk with respect
to the instrumentality does not make its securities unsuitable for investment by
the Fund.

Convertible Securities. Convertible securities in which a Fund may
invest, including both convertible debt and convertible preferred stock, may be
converted at either a stated price or stated rate into underlying shares of
common stock. Because of this feature, convertible securities enable an investor
to benefit from increases in the market price of the underlying common stock.
Convertible securities provide higher yields than the underlying equity
securities, but generally offer lower yields

21
<PAGE>

than non-convertible securities of similar quality. Like bonds, the value of
convertible securities fluctuates in relation to changes in interest rates and,
in addition, fluctuates in relation to the underlying common stock.

International Warrants. The Equity Fund may invest up to 10% of its
total assets in warrants of international issuers. The Equity Fund's holdings of
warrants will consist of equity warrants, index warrants, covered warrants,
interest rate warrants and long term options of, or relating to, international
issuers. Warrants are securities that give the holder the right, but not the
obligation, to subscribe for newly created equity issues (consisting of common
and preferred stock, convertible preferred stock and warrants that themselves
are only convertible into common, preferred or convertible preferred stock) of
the issuing company or a related company at a fixed price either on a certain
date or during a set period. The equity issue underlying an equity warrant is
outstanding at the time the equity warrant is issued or is issued together with
the warrant. At the time the Equity Fund acquires an equity warrant convertible
into a warrant, the terms and conditions under which the warrant received upon
conversion can be exercised will have been determined; the warrant received upon
conversion will only be convertible into a common, preferred or convertible
preferred stock.

Equity warrants are generally issued in conjunction with an issue of
bonds or shares, although they also may be issued as part of a rights issue or
scrip issue. When issued with bonds or shares, they usually trade separately
from the bonds or shares after issuance. The Equity Fund will not buy bonds with
warrants attached. Most warrants trade in the same currency as the underlying
stock ("domestic warrants"), but also may be traded in different currency
("euro-warrants"). Equity warrants are traded on a number of European exchanges,
principally in France, Germany, Japan, Netherlands, Switzerland and the United
Kingdom, and in over-the-counter markets. Since there is a readily available
market for these securities, the Equity Fund Adviser believes that international
warrants should be considered a liquid investment.

Index warrants are rights created by an issuer, typically a financial
institution, entitling the holder to purchase, in the case of a call, or sell,
in the case of a put, an equity index at a certain level over a fixed period of
time. Index warrant transactions settle in cash.

Covered warrants are rights created by an issuer, typically a financial
institution, normally entitling the holder to purchase from the issuer of the
covered warrant outstanding securities of another company (or in some cases a
basket of securities), which issuance may or may not have been authorized by the
issuer or issuers of the securities underlying the covered warrants. In most
cases, the holder of the covered warrant is entitled on its exercise to delivery
of the underlying security, but in some cases the entitlement of the holder is
to be paid in cash the difference between the value of the underlying security
on the date of exercise and the strike price. The securities in respect of which
covered warrants are issued are usually common stock, although they may entitle
the holder to acquire warrants to acquire common stock. Covered warrants may be
fully covered or partially covered. In the case of a fully covered warrant, the
issuer of the warrant will beneficially own all of the underlying securities or
will itself own warrants (which are typically issued by the issuer of the
underlying securities in a separate transaction) to acquire the securities. The
underlying securities or warrants are, in some cases, held by another member of
the issuer's group or by a custodian or other fiduciary for the holders of the
covered warrants.

Interest rate warrants are rights that are created by an issuer,
typically a financial institution, entitling the holder to purchase, in the case
of a call, or sell, in the case of a put, a specific bond issue or an interest
rate index (Bond Index) at a certain level over a fixed time period. Interest
rate warrants can typically be exercised in the underlying instrument or settle
in cash.

22
<PAGE>

Long term options operate much like covered warrants. Like covered
warrants, long term options are call options created by an issuer, typically a
financial institution, entitling the holder to purchase from the issuer
outstanding securities of another issuer. Long term options have an initial
period of one year or more, but generally have terms between three and five
years. At present, long term options are traded only in the Netherlands, where a
distinct market does not exist. Unlike U.S. options, long term European options
do not settle through a clearing corporation that guarantees the performance of
the counterparty. Instead, they are traded on an exchange and subject to the
exchange's trading regulations.

The Equity Fund will acquire only covered warrants, index warrants,
interest rate warrants and long term options issued by entities deemed to be
creditworthy by its Adviser, who will monitor the creditworthiness of such
issuers on an on-going basis. Investment in these instruments involves the risk
that the issuer of the instrument may default on its obligation to deliver the
underlying security or warrants to acquire the underlying security (or cash in
lieu thereof). To reduce this risk, the Equity Fund will limit its holdings of
covered warrants, index warrants, interest rate warrants and long term options
to those issued by entities that either have a class of outstanding debt
securities that is rated investment grade or higher by a recognized rating
service or otherwise are considered by its Adviser to have the capacity to meet
their obligations to the Equity Fund.

INVESTMENT LIMITATIONS

The investment limitations numbered 1 through 11 have been adopted by
the Trust with respect to each Fund as fundamental policies and may not be
changed with respect to a Fund without the affirmative vote of the holders of a
majority of the Fund's outstanding shares. Such majority is defined as the
lesser of (a) 67% or more of the shares present at the meeting, if the holders
of more than 50% of the outstanding shares of the Fund are present or
represented by proxy, or (b) more than 50% of the outstanding shares. Investment
limitations 12 through 15 may be changed by a vote of the Board of Trustees at
any time.

A Fund may not:

1. Borrow money or issue senior securities except that a Fund may
borrow from banks for temporary or emergency purposes, and not for leveraging,
and then in amounts not in excess of 30% of the value of the Fund's total assets
at the time of such borrowing; or mortgage, pledge or hypothecate any assets
except in connection with any bank borrowing and in amounts not in excess of the
lesser of the dollar amounts borrowed or 10% of the value of the Fund's total
assets at the time of such borrowing. Whenever such borrowings exceed 5% of the
value of the Fund's total assets, the Fund will not make any investments
(including roll-overs). For purposes of this restriction, (a) the deposit of
assets in escrow in connection with the purchase of securities on a when-issued
or delayed-delivery basis and (b) collateral arrangements with respect to
options, futures or forward currency contracts will not be deemed to be
borrowings or pledges of the Fund's assets.

2. Purchase any securities which would cause 25% or more of the value
of the Fund's total assets at the time of purchase to be invested in the
securities of issuers conducting their principal business activities in the same
industry; provided that there shall be no limit on the purchase of U.S.
government securities.

23
<PAGE>

3. Make loans, except that the Fund may purchase or hold publicly
distributed fixed-income securities, lend portfolio securities in an amount not
exceeding 33-1/3% of the Fund's net assets and enter into repurchase agreements.

4. Underwrite any issue of securities except to the extent that the
investment in restricted securities and the purchase of fixed-income securities
directly from the issuer thereof in accordance with the Fund's investment
objective, policies and limitations may be deemed to be underwriting.

5. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or invest in real estate limited
partnerships, oil, gas or mineral exploration or development programs or oil,
gas and mineral leases, except that the Fund may invest in (a) fixed-income
securities secured by real estate, mortgages or interests therein, (b)
securities of companies that invest in or sponsor oil, gas or mineral
exploration or development programs and (c) futures contracts and related
options and options on currencies. The entry into forward foreign currency
exchange contracts is not and shall not be deemed to involve investing in
commodities.

6. Make short sales of securities or maintain a short position, except
that the Fund may maintain short positions in forward currency contracts,
options and futures contracts and make short sales "against the box."

7. Purchase, write or sell puts, calls, straddles, spreads or
combinations thereof, except that the Fund may (a) purchase or write options on
securities, indices and currencies and (b) purchase or write options on futures
contracts.

8. Purchase securities of other investment companies except in
connection with a merger, consolidation, acquisition, reorganization or offer of
exchange, or as otherwise permitted under the 1940 Act.

9. Purchase more than 10% of the voting securities of any one issuer,
more than 10% of the securities of any class of any one issuer or more than 10%
of the outstanding debt securities of any one issuer; provided that this
limitation shall not apply to investments in U.S. government securities.

10. Purchase securities on margin, except that the Fund may obtain any
short-term credits necessary for the clearance of purchases and sales of
securities. For purposes of this restriction, the maintenance of margin in
connection with options, forward contracts and futures contracts or related
options will not be deemed to be a purchase of securities on margin.

11. Invest more than 15% of the value of the Fund's total assets in
securities which may be illiquid because of legal or contractual restrictions on
resale or securities for which there are no readily available market quotations.
For purposes of this limitation, (a) repurchase agreements with maturities
greater than seven days and (b) time deposits maturing in more than seven
calendar days shall be considered illiquid.

12. Purchase any security if as a result the Fund would then have more
than 5% of its total assets invested in securities of companies (including
predecessors) that have been in continuous operation for fewer than three years.

13. Purchase or retain securities of any company if, to the knowledge
of the Fund, any of the Fund's officers or Trustees or any officer or director
of its Adviser individually owns more than 1/2 of

24
<PAGE>

1% of the outstanding securities of such company and together they own
beneficially more than 5% of the securities.

14. Invest in warrants (other than warrants acquired by the Fund as
part of a unit or attached to securities at the time of purchase) if, as a
result, the investments (valued at the lower of cost or market) would exceed 5%
of the value of each Fund's net assets (10% in the case of the Equity Fund) of
which not more than 2% of each Fund's net assets may be invested in warrants not
listed on a recognized U.S. or foreign stock exchange.

15. Invest in oil, gas or mineral leases.

If a percentage restriction is adhered to at the time of an investment,
a later increase or decrease in the percentage of assets resulting from a change
in the values of portfolio securities or in the amount of the Fund's assets will
not constitute a violation of such restriction. It is the intention of the
Funds, unless otherwise indicated, that with respect to the Funds' policies that
are the result of the application of law the Funds will take advantage of the
flexibility provided by rules or interpretations of the SEC currently in
existence or promulgated in the future or changes to such laws.

MANAGEMENT OF THE TRUST

Board of Trustees

Overall responsibility for management and supervision of the Trust and
the Funds rests with the Board of Trustees. The Trustees approve all significant
agreements between the Trust and the persons and companies that furnish services
to the Trust or the Funds, including agreements with its distributor, custodian,
transfer agent, investment adviser, administrator and co-administrator. The
day-to-day operations of the Funds are delegated to their Adviser. The SAI
contains background information regarding each of the Trustees and executive
officers of the Trust.

Trustees and Officers

The names of the Trust's Trustees and executive officers, their
addresses, birthdates, principal occupations during the past five years and
other affiliations are set forth below.

<TABLE>
<CAPTION>
<S> <C> <C>
Harvey B. Kaplan* Trustee Controller (Chief Financial Officer),
80 Voice Road Easter Unlimited, Inc., May 1990 -
Carle Place, New York 11514 present (toy company).
Birthdate: 09/22/37

Robert S. Matthews Trustee Partner of Matthews & Co.
331 Madison Avenue (certified public accountants).
8th Floor
New York, New York 10017
Birthdate: 10/16/43

Gerard J.M. Vlak Trustee Retired
181 Turn of the River Road #7
Stamford, Connecticut 06905
Birthdate: 09/28/33
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Martin Vogel** Trustee Director of Legal and Tax, Julius Baer
Julius Baer Investment Funds Investment Fund Services, Ltd., 1996 to
Services present; Attorney, Schaufelberger & van
Freighutstrasse 40 Hoboken, 1994 - 1996; Attorney, Rohner
Postfach CH - 8010 & Partner, 1993 - 1994; Director, The
Zurich, Switzerland European Warrant Fund, Inc. 1997 -
Birthdate: 09/29/63 present; Secretary of the Board of
Directors of the Luxembourg domiciled
investment companies.

Peter Wolfram Trustee Partner in the law firm of Kelley Drye &
101 Park Avenue Warren.
New York, New York 10178
Birthdate: 04/02/53

Bernard Spilko** Chairman General Manager & Senior Vice President
Bank Julius Baer & Co., Ltd. of Bank Julius Baer & Co., Ltd., New
330 Madison Avenue York Branch; Managing Director of Julius
New York, New York 10017 Baer Securities Inc.; Chairman of the
Birthdate: 08/11/41 Board of The European Warrant Fund, Inc.

Michael K. Quain President, Treasurer, First Vice President of Bank Julius Baer
Bank Julius Baer & Co., Ltd. Chief Financial Officer & Co., Ltd., New York Branch; Vice
330 Madison Avenue and Secretary President of Julius Baer Securities
New York, New York 10017 Inc.; President, Treasurer and Chief
Birthdate: 07/06/57 Financial Officer of The European
Warrant Fund, Inc..

Richard C. Pell Vice President Senior Vice President & Chief Investment
Bank Julius Baer & Co., Ltd. Officer of Bank Julius Baer & Co., Ltd.,
330 Madison Avenue New York Branch, 1995 - present; Vice
New York, New York 10017 President & Head Global Fixed-income,
Birthdate: 09/21/54 Bankers Trust Co., New York, prior to
1995.

Karen Arrese Vice President Vice President - Co-Manager for the
Bank Julius Baer & Co., Ltd. Julius Baer Global Income Fund and
330 Madison Avenue Global Fixed-Income Specialist for Bank
New York, New York 10017 Julius Baer, 1998 - present; Proprietary
Birthdate: 10/10/70 Interest Rate and Currency Trader for
Chase Manhattan Bank; Global Portfolio
Manager at Standish, Ayer & Wood in
Boston and Bankers Trust Company in New
York, prior to 1998.
</TABLE>

26
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Rudolph-Riad Younes Vice President First Vice President of Bank Julius Baer
Bank Julius Baer & Co., Ltd. & Co., Ltd., New York Branch, 1993 -
330 Madison Avenue present.
New York, New York 10017
Birthdate: 09/25/61

Hector Santiago Vice President Vice President of Bank Julius Baer &
Bank Julius Baer & Co., Ltd. Co., Ltd., New York Branch and Julius
330 Madison Avenue Baer Securities, 1998 - present; Vice
New York, New York 10017 President, The European Warrant Fund,
Birthdate: 01/14/69 Inc., June 1998 - present; Assistant
Vice President - Accounting, Operations
& Trading Manager, 1996 - 1998,
Assistant Vice President - Trading
Manager/Treasurer, 1992 - 1996.

Pierre Beauport Assistant Treasurer Assistant Vice President of Bank Julius
Bank Julius Baer & Co., Ltd. Baer & Co., Ltd. New York Branch, 1998 -
330 Madison Avenue present; Assistant Treasurer, The
New York, New York 10017 European Warrant Fund, Inc., September
Birthdate: 08/2/69 1998 - present; Senior Analyst - Mutual
Fund Administration at AMT Capital
Services, Inc. and Investment Accountant
at Furman Selz LLC, prior to 1998.

Paul J. Jasinski Assistant Treasurer Managing Director, Investors Bank &
Investors Bank & Trust Company Trust Company, 1990 - present.
200 Clarendon Street
Boston, MA 02116
Birthdate: 02/14/47
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Jack Clark Assistant Treasurer Director, Investors Bank & Trust
Investors Bank & Trust Company Company, 1998 - present; (1996 - 1998,
200 Clarendon Street Custody Department); Price Waterhouse
Birthdate: 03/24/67 Boston, MA 02116 LLP,
1990 - 1996.

Andrew S. Josef Assistant Secretary Director, Investors Bank & Trust Company
Investors Bank & Trust Company May 1997 - present; Senior Associate,
200 Clarendon Street Sullivan & Worcester LLP, November 1995
Boston, MA 02116 - May 1997; Associate, Goodwin, Procter
Birthdate: 02/25/64 & Hoar, January 1993 - November 1995.

Susan C. Mosher Assistant Secretary Director, Investors Bank & Trust
Investors Bank & Trust Company Company, 1995 - present; Associate
200 Clarendon Street Counsel, 440 Financial Group of
Boston, MA 02116 Worcester, Inc. 1993 - 1995.
Birthdate: 01/29/55
</TABLE>

* Trustee who has a discretionary account with Julius Baer Securities (less
than $100,000).
** "Interested person" of the Trust.

Messrs. Matthews, Vlak and Wolfram are members of the Audit Committee
of the Board of Trustees. The Audit Committee advises the Board with respect to
accounting, auditing and financial matters affecting the Funds. Messrs.
Matthews, Vlak and Wolfram are members of the Nominating Committee of the Board
of Trustees. The Nominating Committee selects and nominates candidates for
election to the Board as "non-interested" Trustees.

No director, officer or employee of the Adviser, the Servicing Agent,
the Distributor, the Administrator, the Co-Administrator or any parent or
subsidiary thereof receives any compensation from the Funds for serving as an
officer or Trustee. The Trust intends to pay each of its Trustees who is not a
director, officer or employee of the Adviser, the Servicing Agent, the
Distributor, the Administrator, the Co-Administrator, or any affiliate thereof
an annual fee of $5,000 plus $250 for each Board of Trustees meeting attended
and reimburse them for travel and out-of-pocket expenses. For the fiscal year
ended October 31, 1998, such fees and expenses totaled approximately $25,000 for
the Trust.

The following table shows the compensation paid to each Trustee of the
Trust who was not an affiliated person of the Trust for the fiscal year ended
October 31, 1998.

Name and Position Compensation from Trust
----------------- -----------------------

Harvey B. Kaplan, $6,250
Trustee

Robert S. Matthews, $6,500
Trustee

28
<PAGE>

Gerard J.M. Vlak, $6,000
Trustee

Peter Wolfram, $6,250
Trustee

Investment Advisory and Other Services

Bank Julius Baer & Co., Ltd., New York Branch, serves as the investment
adviser and co-administrator to the Income Fund and the Equity Fund. The Adviser
is the New York branch of a Swiss bank, Julius Baer Holding Ltd., that has over
50 years experience in international portfolio management. Prior to July 1,
1998, Julius Baer Investment Management, Inc. served as the investment adviser
to the Income Fund.

Investors Bank & Trust Company ("Investors Bank" or the
"Administrator"), located at 200 Clarendon Street, Boston, Massachusetts 02116,
serves as administrator to each Fund. The Adviser, the Administrator and, for
Class A shares, the Co-Administrator each serve pursuant to separate written
agreements (the "Advisory Agreement", the "Administration Agreement" and the
"Co-Administration Agreement," respectively). The Co-Administration Agreement
took effect on September 15, 1999, and no fees were paid pursuant to the
Co-Administration Agreement before that date.

For the last three fiscal years ended October 31, 1996, October 31,
1997 and October 31, 1998, the Funds have paid the following amounts as
investment advisory fees pursuant to each Advisory Agreement:

Global Income Fund Gross Waiver Net

Year Ended 10/31/96 $101,220 None $101,220
Year Ended 10/31/97 91,644 None 91,644
Year Ended 10/31/98 78,432 $ 7,780 70,652

International Equity Fund

Year Ended 10/31/96 $117,362 $ 58,681 $ 58,681
Year Ended 10/31/97 346,856 173,428 173,428
Year Ended 10/31/98 576,830 140,412 436,418

For the last three fiscal years ended October 31, 1996, October 31,
1997 and October 31, 1998, the Funds have paid the following amounts as
administrative services fees pursuant to each Administration Agreement and
otherwise:

Global Income Fund

Year Ended 10/31/96 $ 91,541
Year Ended 10/31/97 57,505
Year Ended 10/31/98 35,537

29
<PAGE>

International Equity Fund

Year Ended 10/31/96 $ 93,311
Year Ended 10/31/97 206,947
Year Ended 10/31/98 234,668

Brokerage Allocation and Other Practices

The Funds' Adviser is responsible for establishing, reviewing and,
where necessary, modifying a Fund's investment program to achieve its investment
objective. Purchases and sales of newly-issued portfolio securities are usually
principal transactions without brokerage commissions effected directly with the
issuer or with an underwriter acting as principal. Other purchases and sales may
be effected on a securities exchange or over-the-counter, depending on where it
appears that the best price or execution will be obtained. The purchase price
paid by a Fund to underwriters of newly issued securities usually includes a
concession paid by the issuer to the underwriter, and purchases of securities
from dealers, acting as either principals or agents in the after market, are
normally executed at a price between the bid and asked price, which includes a
dealer's mark-up or mark-down. Transactions on U.S. stock exchanges and some
foreign stock exchanges involve the payment of negotiated brokerage commissions.
On exchanges on which commissions are negotiated, the cost of transactions may
vary among different brokers. On most foreign exchanges, commissions are
generally fixed. There is generally no stated commission in the case of
securities traded in domestic or foreign over-the-counter markets, but the price
of securities traded in over-the-counter markets includes an undisclosed
commission or mark-up. U.S. government securities are generally purchased from
underwriters or dealers, although certain newly-issued U.S. government
securities may be purchased directly from the United States Treasury or from the
issuing agency or instrumentality.

The Funds' Adviser will select specific portfolio investments and
effect transactions for its Fund. An Adviser seeks to obtain the best net price
and the most favorable execution of orders. In evaluating prices and executions,
an Adviser will consider the factors it deems relevant, which may include the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of a broker or dealer and the reasonableness
of the commission, if any, for the specific transaction and on a continuing
basis. In addition, to the extent that the execution and price offered by more
than one broker or dealer are comparable, an Adviser may, in its discretion,
effect transactions in portfolio securities with dealers who provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to a Fund and/or other accounts over which an
Adviser exercises investment discretion. Research and other services received
may be useful to an Adviser in serving both the Fund and its other clients and,
conversely, research or other services obtained by the placement of business of
other clients may be useful to the Adviser in carrying out its obligations to a
Fund. The fee to the Adviser under its advisory agreement with the Funds is not
reduced by reason of its receiving any brokerage and research services.

Investment decisions for a Fund concerning specific portfolio
securities are made independently from those for other clients advised by its
Adviser. Such other investment clients may invest in the same securities as a
Fund. When purchases or sales of the same security are made at substantially the
same time on behalf of such other clients, transactions are averaged as to price
and available investments allocated as to amount, in a manner which a Fund's
Adviser believes to be equitable to each client, including the Fund. In some
instances, this investment procedure may adversely affect the price paid or
received by a Fund or the size of the position obtained or sold for a Fund. To
the extent permitted by

30
<PAGE>

law, the Funds' Adviser may aggregate the securities to be sold or purchased for
a Fund with those to be sold or purchased for such other investment clients in
order to obtain best execution.

Any portfolio transaction for a Fund may be executed through Unified
Management Corporation ("UMC"), the Funds' distributor (the "Distributor"), or
Julius Baer Securities Inc., or any of their affiliates if, in its Adviser's
judgment, the use of such entity is likely to result in price and execution at
least as favorable as those of other qualified brokers, and if, in the
transaction, such entity charges a Fund a commission rate consistent with those
charged by such entity to comparable unaffiliated customers in similar
transactions. For the last three fiscal years ended October 31, 1996, October
31, 1997 and October 31, 1998, the Equity Fund paid $2,445, $3,534 and $31,750,
respectively, in brokerage commissions to BJB-Frankfurt and BJB-Zurich,
affiliates of the Adviser or 3.7%, 1.8% and 10.1% of the total brokerage
commissions paid. BJB-Frankfurt and BJB-Zurich executed 7.3%, 3.5% and 12.6% of
the aggregate dollar amount of transactions involving commissions during the
last three fiscal years ended October 31, 1996, October 31, 1997 and October 31,
1998, respectively. For the last three fiscal years ended October 31, 1996,
October 31, 1997 and October 31, 1998, the Equity Fund paid total brokerage
commissions of $66,653, $200,701 and $313,361, respectively. For each of the
last three fiscal years ended October 31, 1996, October 31, 1997 and October 31,
1998, the Income Fund paid $0 in brokerage commissions.

In no instance will portfolio securities be purchased from or sold to
the Adviser, the Distributor or any affiliated person of such companies as
principal in the absence of an exemptive order from the SEC.

A Fund may participate, if and when practicable, in bidding for the
purchase of securities for its portfolio directly from an issuer in order to
take advantage of the lower purchase price available to members of such a group.
A Fund will engage in this practice, however, only when its Adviser, in its sole
discretion, believes such practice to be otherwise in such Fund's interest.

Portfolio Turnover

Neither Fund intends to seek profits through short-term trading, but
the rate of turnover will not be a limiting factor when a Fund deems it
desirable to sell or purchase securities. A Fund's portfolio turnover rate is
calculated by dividing the lesser of purchases or sales of its portfolio
securities for the year by the monthly average value of the portfolio
securities. Securities with remaining maturities of one year or less at the date
of acquisition are excluded from the calculation.

High rates of portfolio turnover can lead to increased taxable gains
and higher expenses. Certain practices that may be employed by a Fund could
result in high portfolio turnover. For example, options on securities may be
sold in anticipation of a decline in the price of the underlying security
(market decline) or purchased in anticipation of a rise in the price of the
underlying security (market rise) and later sold. For each of the two fiscal
years ended October 31, 1997 and October 31, 1998, the Income Fund's portfolio
turnover rate was 162% and 269%, respectively. For each of the two fiscal years
ended October 31, 1997 and October 31, 1998, the Equity Fund's portfolio
turnover rate was 94% and 134%, respectively.

Distributor

UMC, is a wholly-owned subsidiary of Unified Financial Services, Inc.
The principal executive offices of UMC are located at 431 North Pennsylvania
Street, Indianapolis, Indiana 46204-1806. The

31
<PAGE>

Distributor is registered with the SEC as a broker-dealer under the Securities
Exchange Act of 1934 and is a member of the NASD.

The Trust intends to enter into distribution agreements or shareholder
servicing agreements ("Agreements") with certain financial institutions
("Servicing Organizations") to perform certain distribution, shareholder
servicing, administrative and accounting services for their customers
("Customers") who are beneficial owners of shares of the Funds.

A Service Organization may charge a Customer one or more of the
following types of fees, as agreed upon by the Service Organization and the
Customer, with respect to the cash management or other services provided by the
Service Organization: (1) account fees (a fixed amount per month or per year);
(2) transaction fees (a fixed amount per transaction processed); (3)
compensating balance requirements (a minimum dollar amount a Customer must
maintain in order to obtain the services offered); or (4) account maintenance
fees (a periodic charge based upon the percentage of assets in the account or of
the dividend paid on those assets). A Customer of a Service Organization should
read the Prospectus and SAI in conjunction with the service agreement and other
literature describing the services and related fees that will be provided by the
Service Organization to its Customers prior to any purchase of shares. No
preference will be shown in the selection of Fund portfolio investments for the
instruments of Service Organizations.

There are currently unresolved issues with respect to existing laws and
regulations relating to the permissible activities of banks and trust companies,
including the extent to which certain Service Organizations may perform
shareholder and administrative services. A judicial or administrative decision
or interpretation with respect to those laws and regulations, as well as future
changes in such laws and regulations, could prevent certain Service
Organizations from performing these services or from receiving payments for
performing these services. In addition, state securities law on this issue may
differ from the interpretation of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law. If a Service Organization were prohibited from performing these services,
it is expected that all arrangements between the Trust and the Service
Organization would be terminated and that Customers of the Service Organization
who seek to invest in the Trust would have to purchase and redeem shares
directly through the Distributor or the Transfer Agent.

Distribution and Shareholder Servicing

Any distribution or shareholder servicing agreements will be governed
by a Distribution Plan or a Shareholder Services Plan (the "Plans"). The Plans
require that the Board of Trustees receive, at least quarterly, written reports
of amounts expended under the Plans and the purpose for which such expenditures
were made. A Plan will continue in effect for so long as its continuance is
specifically approved at least annually by the Board of Trustees, including a
majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Plan. Any
material amendment of the Plans would require the approval of the Trustees in
the manner described above. A Plan may be terminated at any time, without
penalty, by vote of a majority of the Trustees or by a vote of a majority of the
outstanding voting shares of the Trust that have invested pursuant to the Plan.
The Adviser and Administrator may also pay for distribution related costs out of
their revenues. For the fiscal year ended October 31, 1998, the Income Fund paid
$30,145 in distribution fees. For the fiscal year ended October 31, 1998, the
Equity Fund paid $144,207 in distribution fees. All such distribution fees were
used to compensate sales personnel.

Co-Administrator

The Trust has entered into Co-Administration Agreements on behalf of
each of the Funds with Bank Julius Baer & Co., Inc., New York Branch (the
"Co-Administrator"), under which the Co-Administrator will perform certain
administrative services for Class A shares of the Funds. For its services under
the Co-Administration Agreement, the Funds pay the the Co-Administrator 0.25% of
the Funds' average daily net assets.

32
<PAGE>

Custodian and Transfer Agent

Investors Bank is custodian of each Fund's assets pursuant to a
custodian agreement (the "Custodian Agreement"). For its services under the
Custodian Agreement and for administrative, fund accounting and other services,
the Funds pay Investors Bank an annual fee equal to 0.12% of the Funds' average
daily net assets. Under the Custodian Agreement, Investors Bank (a) maintains a
separate account or accounts in the name of each Fund, (b) holds and transfers
portfolio securities on account of each Fund, (c) makes receipts and
disbursements of money on behalf of each Fund, (d) collects and receives all
income and other payments and distributions on account of each Fund's portfolio
securities and (e) makes periodic reports to the Board of Trustees concerning
each Fund's operations. Investors Bank is authorized to select one or more
foreign or domestic banks or trust companies to serve as sub-custodian on behalf
of a Fund, subject to the approval of the Board of Trustees. The assets of the
Trust are held under bank custodianship in accordance with the 1940 Act.

Rules adopted under the 1940 Act permit the Funds to maintain their
securities and cash in the custody of certain eligible foreign banks and
depositories. The Funds' portfolios of non-U.S. securities are held by
sub-custodians which are approved by the Trustees or a foreign custody manager
appointed by the Trustees in accordance with these rules. The Board has
appointed Investors Bank to be its foreign custody manager. The determination to
place assets with a particular foreign sub-custodian is made pursuant to these
rules which require a consideration of a number of factors including, but not
limited to, the reliability and financial stability of the sub-custodian; the
sub-custodian's practices, procedures and internal controls; and the reputation
and standing of the sub-custodian in its national market.

Unified Fund Services, Inc. has agreed to serve as the Trust's transfer
and dividend disbursing agent pursuant to a Transfer Agency Agreement, under
which the Transfer Agent (a) issues and redeems shares of the Trust, (b)
addresses and mails all communications by the Trust to record owners of Trust
shares, including reports to shareholders, dividend and distribution notices and
proxy material for its meetings of shareholders, (c) maintains shareholder
accounts and, if requested, sub-accounts and (d) makes periodic reports to the
Board of Trustees concerning the Funds' operations.

CAPITAL STOCK

Under the Trust Agreement, the Trustees have authority to issue an
unlimited number of shares of beneficial interest, par value $.001 per share.
When matters are submitted for shareholder vote, each shareholder will have one
vote for each share owned and proportionate, fractional votes for fractional
shares held. There will normally be no meeting of shareholders for the purpose
of electing Trustees unless and until such time as less than a majority of the
Trustees holding office have been elected by shareholders. The Trustees will
call a meeting for any purpose upon the written request of shareholders holding
at least 10% of the Trust's outstanding shares.

Shares do not have cumulative voting rights, which means that holders
of more than 50% of the shares voting for the election of Trustees can elect all
Trustees. Shareholders generally vote by Fund, except with respect to the
election of Trustees and the selection of independent public accountants. Shares
are transferable but have no preemptive, conversion or subscription rights.

Massachusetts law provides that shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. The
Trust Agreement disclaims shareholder liability for acts or obligations of the
Trust, however, and requires that notice of the disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or a
Trustee. The Trust Agreement provides for indemnification from the Trust's
property for all losses and expenses of any

33
<PAGE>

shareholder held personally liable for the obligations of the Trust. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust would be unable to meet
its obligations, a possibility that the Trust's management believes is remote.
Upon payment of any liability incurred by the Trust, the shareholder paying the
liability will be entitled to reimbursement from the general assets of the
Trust. The Trustees intend to conduct the operations of the Trust in such a way
so as to avoid, as far as possible, ultimate liability of the shareholders for
liabilities of the Trust.

Beneficial Ownership

As of September 1, 1999, Dengel & Co. owned 5.37% of the Equity Fund.

As of September 1, 1999, the Trustees and officers of the Trust as a
group owned less than 1% of the Trust's total shares outstanding.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Information on how to purchase and redeem shares and how such shares
are priced is included in the Prospectus.

Portfolio Valuation

34
<PAGE>

The Prospectus discusses the time at which the net asset value of the
Funds is determined for purposes of sales and redemptions. The following is a
description of the procedures used by the Funds in valuing their assets.

Because of the need to obtain prices as of the close of trading on
various exchanges throughout the world, the calculation of a Fund's net asset
value may not take place contemporaneously with the determination of the prices
of certain of its portfolio securities used in such calculation. A security
which is listed or traded on more than one exchange is valued at the quotation
on the exchange determined to be the primary market for such security. All
assets and liabilities initially expressed in foreign currency values will be
converted into U.S. dollar values at the mean between the bid and offered
quotations of such currencies against U.S. dollars as last quoted by any
recognized dealer. If such quotations are not available, the rate of exchange
will be determined in good faith by the Board of Trustees. In carrying out the
Board's valuation policies Investors Bank & Trust Company ("Investors Bank"), as
each Fund's accounting agent, may consult with an independent pricing service
retained by the Fund.

Securities listed on a U.S. securities exchange (including securities
traded through the National Market System) or on a foreign securities exchange
will be valued on the basis of the closing value on the date on which the
valuation is made or, in the absence of sales, at the mean between the closing
bid and asked prices. U.S. over-the-counter securities and securities listed or
traded on certain foreign stock exchanges whose operations are similar to the
U.S. over-the-counter market will be valued on the basis of the bid price at the
close of business on each day, or, if market quotations for those securities are
not readily available, at fair value, as determined by or under the direction of
the Board of Trustees. Securities listed on a national securities exchange will
be valued on the basis of the last sale on the date on which the valuation is
made or, in the absence of sales, at the mean between the closing bid and asked
prices. The valuation of fixed-income securities held by a Fund (other than U.S.
government securities and short-term investments) is made by the Administrator
after consultation with an independent pricing service (the "Pricing Service")
approved by the Board of Trustees. When, in the judgment of the Pricing Service,
quoted bid prices for investments are readily available and are representative
of the bid side of the market, these investments are valued at the mean between
the quoted bid prices and asked prices. Investments for which, in the judgment
of the Pricing Service, there is no readily obtainable market quotation are
carried at fair value as determined by the Pricing Service. For the most part,
such investments are liquid and may be readily sold. Notwithstanding the above,
the Pricing Service may employ electronic data processing techniques and/or a
matrix system to determine valuations. The procedures of the Pricing Service are
reviewed periodically by the officers of a Fund under the general supervision
and responsibility of the Board of Trustees, which may replace any such Pricing
Service at any time. Short-term obligations with maturities of 60 days or less
are valued at amortized cost, which constitutes fair value as determined by the
Board of Trustees. Amortized cost involves valuing an instrument at its original
cost to the Fund and thereafter assuming a constant amortization to maturity of
any discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. All other securities and other assets of
a Fund will be valued at their fair value as determined in good faith by the
Board of Trustees.

Limitations on Redemptions

Under the 1940 Act, the Funds may suspend the right of redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange, Inc. (the "NYSE") is closed, other than customary weekend
and holiday closings, or during which trading on the NYSE is restricted, or
during which (as determined by the SEC) an emergency exists as a result of which

35
<PAGE>

disposal or valuation of portfolio securities is not reasonably practicable, or
for such other periods as the SEC may permit.

If the Board of Trustees determines that conditions exist which make
payment of redemption proceeds wholly in cash unwise or undesirable, the Funds
may make payment wholly or partly in securities or other property. If a
redemption is paid wholly or partly in securities or other property, a
shareholder would incur transaction costs in disposing of the redemption
proceeds.

ADDITIONAL INFORMATION CONCERNING EXCHANGE PRIVILEGE

Shares of one Fund may be exchanged for Shares of the other Fund to the
extent such Shares are offered for sale in the shareholder's state of residence.
Shareholders may exchange their Shares on the basis of relative net asset value
at the time of exchange. No exchange fee is charged for this privilege, provided
that the registration remains identical. However, a redemption fee of 2.00% will
apply to shares of a Fund exchanged within 90 days of their date of purchase.

The exchange privilege enables shareholders to acquire shares in a Fund
with different investment objectives when they believe that a shift between
Funds is an appropriate investment decision. This privilege is available to all
shareholders resident in any state in which Fund shares being acquired may be
legally sold. Prior to any exchange, the shareholder should obtain and review a
copy of the current Prospectus of the Funds.

Upon receipt of proper instructions and all necessary supporting
documents, shares submitted for exchange are redeemed at the then-current net
asset value; the proceeds are immediately invested, at the price as determined
above, in shares of the Fund being acquired. The Trust reserves the right to
reject any exchange request. The exchange privilege may be modified or
terminated at any time after notice to shareholders.

ADDITIONAL INFORMATION CONCERNING TAXES

Each Fund has qualified, and intends to qualify each year, as a
"regulated investment company" under the Code. Provided that a Fund (a) is a
regulated investment company and (b) distributes to its shareholders at least
90% of the sum of its investment company taxable income and net realized
short-term capital gains, the Fund will not be subject to federal income tax to
the extent its entire investment company taxable income and its entire net
realized long-term and short-term capital gains are distributed to its
shareholders.

Each Fund is subject to a 4% nondeductible excise tax to the extent
that it fails to distribute to its shareholders during each calendar year an
amount equal to at least the sum of (a) 98% of its taxable ordinary investment
income (excluding long-term and short-term capital gain income) for the calendar
year; plus (b) 98% of its capital gain net income for the one year period ending
on October 31 of such calendar year; plus (c) 100% of its ordinary investment
income or capital gain net income from the preceding calendar year which was
neither distributed to shareholders nor taxed to a Fund during such year. Each
Fund intends to distribute to shareholders each year an amount sufficient to
avoid the imposition of such excise tax.

A Fund's transactions in foreign currencies, forward contracts, options
and futures contracts (including options and futures contracts on foreign
currencies) will be subject to special provisions of the Code that, among other
things, may affect the character of gains and losses realized by a Fund (i.e.,
may affect whether gains or losses are ordinary or capital), accelerate
recognition of income to a Fund and defer Fund losses. These rules could
therefore affect the character, amount and timing of distributions to

36
<PAGE>

shareholders. These provisions also (a) will require a Fund to mark-to-market
certain types of the positions in its portfolio (i.e., treat them as if they
were closed out), and (b) may cause a Fund to recognize income without receiving
cash with which to pay dividends or make distributions in amounts necessary to
satisfy the 90% and 98% distribution requirements for avoiding income and excise
taxes, respectively. Each Fund will monitor its transactions, will make the
appropriate tax elections and will make the appropriate entries in its books and
records when it acquires any foreign currency, forward contract, option, futures
contract or hedged investment in order to mitigate the effect of these rules and
prevent disqualification of the Fund as a regulated investment company.

Net realized long-term capital gains will be distributed as described
in the Prospectus. Such distributions ("capital gain dividends"), if any, will
be taxable to a shareholder as long-term capital gains, regardless of how long a
shareholder has held shares. If, however, a shareholder receives a capital gain
dividend with respect to any share and if such share is held by the shareholder
for six months or less, then any loss on the sale or redemption of such share
that is less than or equal to the amount of the capital gain dividend will be
treated as a long-term capital loss.

If a shareholder fails to furnish a correct taxpayer identification
number, fails to report fully dividend or interest income or fails to certify
that he or she has provided a correct taxpayer identification number and that he
or she is not subject to backup withholding, then the shareholder may be subject
to a 31% "backup withholding tax" with respect to (a) dividends and
distributions and (b) the proceeds of any redemptions of Fund shares. An
individual's taxpayer identification number is his or her social security
number. The 31% "backup withholding tax" is not an additional tax and may be
credited against a taxpayer's regular federal income tax liability.

The foregoing is only a summary of certain tax considerations generally
affecting the Funds and shareholders, and is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisers with
specific reference to their own tax situations, including their state and local
tax liabilities.

CALCULATION OF PERFORMANCE DATA

From time to time, the Trust may quote a Fund's performance in
advertisements or in reports and other communications to shareholders.

Yield

From time to time, the Income Fund may advertise its yield over various
periods of time. The yield of the Fund refers to net investment income generated
by the Fund over a specified thirty-day period, which is then annualized. That
is, the amount of net investment income generated by the Fund during that
thirty-day period is assumed to be generated monthly over a 12-month period and
is shown as a percentage of the investment.

The Income Fund's yield figure is calculated according to a formula
prescribed by the SEC. The formula can be expressed as follows:

6
Yield = 2[(a-b + 1) -1]
---
cd

Where:

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<PAGE>

a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of shares outstanding during the period
that were entitled to receive dividends.

d = the maximum offering price per share on the last day of the period.

For the purpose of determining the interest earned (variable "a" in the
formula) on debt obligations that were purchased by the Income Fund at a
discount or premium, the formula generally calls for amortization of the
discount or premium; the amortization schedule will be adjusted monthly to
reflect changes in the market values of the debt obligations. The 30 day yield
for Shares of the Income Fund for the period ended October 31, 1998 was 2.51%.

Investors should recognize that in periods of declining interest rates,
the Income Fund's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates, the Fund's yield will tend to be
somewhat lower. In addition, when interest rates are falling, the inflow of net
new money to the Income Fund from the continuous sale of its shares will likely
be invested in portfolio instruments producing lower yields than the balance of
its portfolio of securities, thereby reducing the current yield of the Fund. In
periods of rising interest rates, the opposite can be expected to occur.

Average Annual Total Return

From time to time, the Funds may advertise their average annual total
return. Average annual total return figures show the average percentage change
in value of an investment in a Fund from the beginning of the measuring period
to the end of the measuring period. The figures reflect changes in the price of
a Fund's Shares assuming that any income dividends and/or capital gain
distributions made by the Fund during the period were reinvested in Shares of
the Fund. Average annual total return will be shown for recent one-, five- and
ten-year periods, and may be shown for other periods as well (such as from
commencement of the Fund's operations or on a year-to-date or quarterly basis).
When considering average annual total return figures for periods longer than one
year, it is important to note that a Fund's average annual total return for one
year in the period might have been greater or less than the average for the
entire period. When considering average annual total return figures for periods
shorter than one year, investors should bear in mind that such return may not be
representative of a Fund's return over a longer market cycle. The Funds may also
advertise aggregate total return figures for various periods, representing the
cumulative change in value of an investment in the Funds for the specific period
(again reflecting changes in each Fund's Share prices and assuming reinvestment
of dividends and distributions). Aggregate and average annual total returns may
be shown by means of schedules, charts or graphs, and may indicate various
components of total return (i.e., change in value of initial investment, income
dividends and capital gain distributions).

Investors should note that yield and total return figures are based on
historical earnings and are not intended to indicate future performance. Current
yield and total return figures may be obtained by calling the Transfer Agent at
1-800-435-4659.

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<PAGE>

In reports or other communications to investors or in advertising
material, the Funds may describe general economic and market conditions
affecting the Funds and may compare their performance with (1) that of other
mutual funds as listed in the rankings prepared by Lipper Analytical Services,
Inc. or similar investment services that monitor the performance of mutual funds
or (2) appropriate indices of investment securities. The Funds may also include
evaluations of the Funds published by nationally recognized ranking services and
by financial publications that are nationally recognized, such as Barron's,
Business Week, Changing Times, Financial Times, Forbes, Fortune, Institutional
Investor, The International Herald Tribune, Money, Inc., Morningstar, Inc., The
New York Times, The Wall Street Journal and USA Today.

"Average annual total return" figures are computed according to a
formula prescribed by the SEC. The formula can be expressed as follows:

P(1+T)n = ERV

Where: P = a hypothetical initial payment of $1,000.

T = average annual total return.

n = number of years.

ERV = Ending Redeemable Value of a hypothetical $1,000
investment made at the beginning of a 1-, 5- or
10-year period at the end of the 1-, 5- or 10-year
period (or fractional portion thereof), assuming
reinvestment of all dividends and distributions.

The Income Fund's average annual total return for the one and five year
periods ended October 31, 1998 and for the period beginning July 1, 1992
(inception of the Fund) through October 31, 1998, was 9.43%, 6.08% and 6.87%,
respectively.

The Equity Fund's average annual total return for the one and five year
periods ended October 31, 1998 and for the period beginning October 4, 1993
(inception of the Fund) through October 31, 1998 was 16.10%, 3.61% and 5.36%,
respectively.

Each Fund's performance will vary from time to time depending upon
market conditions, the composition of the Fund's portfolio and its operating
expenses. As described above, total return is based on historical earnings and
is not intended to indicate future performance. Consequently, any given
performance quotation should not be considered as representative of a Fund's
performance for any specified period in the future. Performance information may
be useful as a basis for comparison with other investment alternatives. However,
a Fund's performance will fluctuate, unlike certain bank deposits or other
investments which pay a fixed yield for a stated period of time.

Aggregate Total Return

"Aggregate total return" figures represent the cumulative change in the
value of an investment for the specified period and are computed by the
following formula:

ERV-P
-----
P

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<PAGE>

Where: P = a hypothetical initial payment of $10,000.

ERV = Ending Redeemable Value of a hypothetical $10,000
investment made at the beginning of a 1-, 5- or
10-year period at the end of the 1-, 5- or 10-year
period (or fractional portion thereof), assuming
reinvestment of all dividends and distributions.

The Income Fund's aggregate total return for the one and five year
periods ended October 31, 1998 and for the period beginning July 1, 1992
(inception of the Fund) through October 31, 1998 was 9.43%, 34.33% and 52.39%,
respectively. The Equity Fund's aggregate total return for the one and five year
periods ended October 31, 1998 and for the period beginning October 4, 1993
(inception of the Fund) through October 31, 1998 was 16.10%, 19.40% and 30.37%,
respectively.

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, independent auditors, 99 High Street, Boston,
Massachusetts 02110, serve as auditors of the Trust and performs annual audits
of the Funds' financial statements.

COUNSEL

Paul, Weiss, Rifkind, Wharton & Garrison serves as counsel for the
Trust and from time to time provides advice to the Adviser.

FINANCIAL STATEMENTS

The unaudited Financial Statements contained in the Trust's Semiannual
Report to Shareholders for the period ended April 30, 1999, are incorporated by
reference into this SAI. Copies of the Trust's 1998 Annual Report and the
Semiannual Report may be obtained by calling the Trust at the telephone number
on the first page of the SAI.

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<PAGE>

APPENDIX -- DESCRIPTION OF RATINGS

Commercial Paper Ratings

Standard and Poor's Ratings Group Commercial Paper Ratings

A S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into several categories, ranging from "A-1" for the highest
quality obligations to "D" for the lowest.

A-1 - This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus (+) sign designation.

A-2 - Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1".

Moody's Investors Service's Commercial Paper Ratings

Prime-1 - Issuers (or related supporting institutions) rated "Prime-1" have
a superior ability for repayment of senior short-term debt obligations.
"Prime-1" repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries, high
rates of return on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad margins in earnings
coverage of fixed financial charges and high internal cash generation, and
well-established access to a range of financial markets and assured sources of
alternate liquidity.

Prime-2 - Issuers (or related supporting institutions) rated "Prime-2" have
a strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternative liquidity is maintained.

Corporate Bond Ratings

The following summarizes the ratings used by S&P for corporate bonds:

AAA -- This is the highest rating assigned by S&P to a debt obligation
and indicates an extremely strong capacity to pay interest and repay
principal.

AA -- Bonds rated "AA" also qualify as high quality debt obligations.
Capacity to pay interest and repay principal is very strong and differs
from AAA issues only in small degree.

A -- 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.

BBB -- Bonds rated "BBB" are regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic

41
<PAGE>

conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this category
than for bonds in higher rated categories.

BB, B, CCC, CC and C -- Bonds rated "BB", "B" , "CCC", "CC" and "C" are
regarded, on balance, as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with
the terms of the obligation. BB indicates the lowest degree of speculation
and C the highest degree of speculation. While such bonds will likely have
some quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions

CI - Bonds rated "CI" are income bonds on which no interest is being
paid.

To provide more detailed indications of credit quality, the ratings set
forth above may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.

The following summarizes the ratings used by Moody's for corporate bonds:

Aaa -- Bonds that are rated "Aaa" are judged to be of the best quality
and carry the smallest degree of investment risk. Interest payments are
protected by a large or exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.

Aa -- Bonds that are rated "Aa" are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.

A -- Bonds that are rated "A" possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa -- Bonds that are rated "Baa" are considered to be medium grade
obligations, that is, they are neither highly protected nor poorly secured.
Interest payment and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. These bonds lack outstanding
investment characteristics and may have speculative characteristics as
well.

Ba -- Bonds that are rated "Ba" are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.

B -- Bonds that are rated "B" generally lack characteristics of
desirable investments. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may
be small.

Caa -- Bonds that are rated "Caa" are of poor standing. These issues
may be in default or present elements of danger may exist with respect to
principal or interest.

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<PAGE>

Ca -- Bonds that are rated "Ca" represent obligations that are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.

C -- Bonds that are rated "C" are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies numerical modifiers (1, 2 and 3) with respect to the
bonds rated "Aa" through "B." The modifier 1 indicates that the bond being
rated ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates that the bond
ranks in the lower end of its generic rating category.

<PAGE>

PART C

OTHER INFORMATION

Item 23. Exhibits

<S> <C>
(a) Registrant's Master Trust Agreement dated April 30, 1992, is
incorporated by reference to Post-Effective Amendment No. 6 as
filed with the SEC via EDGAR on December 29, 1995.

(a1) Amendment No. 1 to Master Trust Agreement dated June 22, 1992,
is incorporated by reference to Post-Effective Amendment No. 6
as filed with the SEC via EDGAR on December 29, 1995.

(a2) Amendment No. 2 to Master Trust Agreement dated September
16, 1993, is incorporated by reference to Post-Effective
Amendment No. 6 as filed with the SEC via EDGAR on December
29, 1995.

(a3) Amendment No. 3 to Master Trust Agreement dated January 26,
1995, is incorporated by reference to Post-Effective
Amendment No. 6 as filed with the SEC via EDGAR on December
29, 1995.

(a4) Amendment No. 4. to Master Trust Agreement dated July 1, 1998,
is incorporated by reference to Post-Effective Amendment
No. 11 as filed with the SEC via Edgar on December 30, 1998.

(b) Registrant's By-Laws dated April 30, 1992, is incorporated
by reference to Post-Effective Amendment No. 6 as filed
with the SEC via EDGAR on December 29, 1995.

(b1) Amended and Restated By-Laws dated March 11, 1998,
is incorporated by reference to Post-Effective Amendment
No. 11 as filed with the SEC via EDGAR on December 30, 1998.

(d) Investment Advisory Agreement between the Registrant and
Bank Julius Baer & Co., Ltd., New York Branch on behalf of
BJB International Equity Fund dated October 4, 1993,
is incorporated by reference to Post-Effective Amendment
No. 6 as filed with the SEC via EDGAR on December 29, 1995.

(d1) Advisory Agreement between the Registrant and Bank
Julius Baer & Co., Ltd., New York Branch on behalf of the
Julius Baer Global Income Fund dated July 1, 1998,
is incorporated by reference to Post-Effective Amendment
No. 11 as filed with the SEC via EDGAR on December 30, 1998.

(d2) Form of Amended Investment Advisory Agreement between the
Registrant and Bank Julius Baer & Co., Ltd, New York Branch
on behalf of Julius Baer Global Income Fund dated September
15, 1999.

(d3) Form of Amended Investment Advisory Agreement between the
Registrant and Bank Julius Baer & Co., Ltd, New York Branch
on behalf of Julius Baer International Equity Fund dated
September 15, 1999.

(e) Distribution Agreement between the Registrant and Unified
Management Corporation on behalf of the Julius Baer Global
Income Fund and the Julius Baer International Equity Fund
dated December 9, 1998, is incorporated by reference to
Post-Effective Amendment No. 11 as filed with the SEC via
EDGAR on December 30, 1998.

(f) Not applicable.

(g) Custodian Agreement between the Registrant and Investors Bank
& Trust Company dated January 30, 1995, is incorporated by
reference to Post-Effective Amendment No. 6 as filed with
the SEC via EDGAR on December 29, 1995.

(h) Transfer Agent Agreement between the Registrant and Unified
Advisers, Inc. dated March 28, 1994, is incorporated by
reference to Post-Effective Amendment No. 10 as filed with
the SEC via EDGAR on July 10, 1998.

(h1) Administration Agreement between the Registrant and
Investors Bank & Trust Company dated January 30, 1995,
is incorporated by reference to Post-Effective Amendment
No. 6 as filed with the SEC via EDGAR on December 29, 1995.

(h2) New Account Application with Unified Advisers, Inc., is
incorporated by reference to Post-Effective Amendment No. 10
as filed with the SEC via EDGAR on July 10, 1998.

(h3) Automatic Investment Plan Application, is incorporated by
reference to Post-Effective Amendment No. 10 as filed with
the SEC via EDGAR on July 10, 1998.

(h4) Form of Dealer Agreement, is incorporated by reference to
Post-Effective Amendment No. 11 as filed with the SEC via
EDGAR on December 30, 1998.

(i) Opinion of Counsel is incorporated by reference to
Post-Effective Amendment No. 9 as filed with the SEC via
EDGAR on February 19, 1998.

(j) Not applicable.

(k) Not applicable.

(l) Purchase Agreement between the Registrant and Funds
Distributor, Inc. on behalf of BJB Global Income Fund dated
June 18, 1992, is incorporated by reference to Post-Effective
Amendment No. 10 as filed with the SEC via EDGAR on July 10,
1998.

(m) Distribution Plan on behalf of BJB Global Income Fund and BJB
International Equity Fund, dated October 4, 1993, is
incorporated by reference to Post-Effective Amendment No. 10
as filed with the SEC via EDGAR on July 10, 1998.

(m1) Shareholder Services Plan on behalf of BJB Global Income Fund
and BJB International Equity Fund, dated October 4, 1993, is
incorporated by reference to Post-Effective Amendment No. 10
as filed with the SEC via EDGAR on July 10, 1998.

(m2) Form of Co-Administration Agreement between the Registrant and
Bank Julius Baer & Co., Ltd, New York Branch on behalf of
Julius Baer Global Income Fund dated September 15, 1999.

(m3) Form of Co-Administration Agreement between the Registrant and
Bank Julius Baer & Co., Ltd, New York Branch on behalf of
Julius Baer International Equity Fund dated September 15,
1999.

(n) Not applicable.

(o) Multiclass Plan Pursuant to Rule 18f-3 under the Investment
Company Act of 1940 for BJB Investment Funds dated
December 14, 1995, is incorporated by reference to Post-
Effective Amendment No. 6 as filed with the SEC via EDGAR
on December 29, 1995.

(o1) Amended Multi-Class Plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 for Julius Baer Investment
Funds dated September 15, 1999.

(p) Powers of Attorney by each of the Trustees of Julius Baer
Investment Funds dated December 2, 1998.

Item 24. Persons Controlled by or Under Common Control with
Registrant

None

</TABLE>

Item 25. Indemnification

The response to this item is incorporated by reference to the Registration
Statement.

Item 26. Business and Other Connections of Investment Adviser and
Servicing Agent

Bank Julius Baer & Co., Ltd., New York Branch ("BJB-NY") serves as the
investment adviser to Julius Baer International Equity Fund and Julius Baer
Global Income Fund (the "Funds"). BJB-NY also provides the Funds with certain
administrative services that are not provided by the Administrator. BJB-NY is
a Swiss bank that has over 50 years experience in international portfolio
management. A list of officers and directors of BJB-NY as of September 9, 1999
is set forth below. The address of the following individuals is 330 Madison
Avenue, New York, New York.

Officers of BJB-NY are Brian Ach (Vice President), Pia Alvarez (Vice
President), Karen Arrese (Vice President), Jeanette Attina (Vice President),
Nuri Benturk (First Vice President), Stefan Betschart (Management Committee),
Francoise Birnholz (Senior Vice President), Robin Bloom (Vice President), John
Boys (First Vice President), David Broder (Vice President), Keith Christopher
(Vice President), Philip Ciriello (Senior Vice President), Edward Clapp (First
Vice President), Louis Dempsey (Vice President), Michael Di Leo (Vice
President), Michael Doujak (Vice President), Denise Downey (First Vice
President), David Durrant (Vice President), Balthasar Eggimann (Management
Committee), Peter Embiricos (Vice President), Frederick Ethcart (Vice
President), Brett Gallagher (Vice President), Cono Gallo (First Vice President),
Gary Goldschmidt (First Vice President), Barbara Hahn (First Vice President),
Martin Hirlemann (Vice President), Anita Hlibczuk (Vice President), Josef Huber
(First Vice President), David Kreisa (Vice President), Hanson Liang (First Vice
President), Mark Linnan (Management Committee), Maria Lipton (First Vice
President), Lisa Markowitz (Vice President), William Marr (Senior Vice
President), Elliot Mayerhoff (First Vice President), Gina Mendoza (Vice
President), Larry Millman (First Vice President), Ernesto Nazar (Vice
President), Richard Pell (Senior Vice President), Brenda Pimentel (Vice
President), Alphonse Pugliesi (Vice President), Michael Quain (First Vice
President), Manuel Reyes (First Vice President), Terrence Reynolds (Vice
President), Ashley Richards (First Vice President), Sadakichi Robbins (Vice
President), Michael Rosen (Vice President), Hector Santiago (Vice President),
Susan Scarborough (Vice President), Urs Schwytter (Deputy Branch Manager/Senior
Vice President), Paolo Seiferle (Vice President), Walter Simon (First Vice
President), Bernard Spilko (General Manager/Senior Vice President), Dominique
Spillman (Vice President), Benjamin Strauss (Vice President), Elaine Taranto
(Vice President), David Taylor (First Vice President), Michael Testorf (Vice
President), Vasili Tsamis (First Vice President), Keith Walter (Vice President),
Oskar Weiss (First Vice President), Rudolf-Riad Younes (First Vice President),
Christopher Zias (Vice President), Nicholas Zografos (Vice President).

Item 27. Principal Underwriter.

(a) Unified Management Corporation (the "Distributor") acts as
principal underwriter for the following investment companies.

Industry Leaders Fund
Labrador Mutual Fund
Milestone Funds
Regional Opportunity Fund
Saratoga Advantage Trust
Securities Management & Timing Funds
Sparrow Growth Fund
Firstar Select Funds
Unified Funds

Unified Management Corporation ("UMC") is registered with the Securities
and Exchange Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. UMC is located at 431 North Pennsylvania
Street, Indianapolis, Indiana 46204-1806 is an indirect wholly-owned subsidiary
of Unified Financial Services, Inc.

(b) The following is a list of the executive officers, directors and
partners Unified Management Corporation.

Chairman Timothy L. Ashburn
Director, President and Lynn E. Wood
Chief Executive Officer
Director, Executive Vice President Thomas G. Napurano
and Chief Financial Officer
Senior Vice President and Stephen D. Highsmith, Jr.
Chief Operating Officer
Vice President Allen W. Pence

Item 28. Location of Accounts and Records

(1) Julius Baer Investment Funds
c/o Bank Julius Baer & Co. Ltd, New York Branch
330 Madison Avenue
New York, New York 10017

(2) Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
(records relating to its functions as
administrator and custodian)

(3) Unified Management Corporation
431 North Pennsylvania Street
Indianapolis, Indiana 46204-1806
(records relating to its functions as
distributor)

(4) Unified Fund Services, Inc.
431 North Pennsylvania Street
Indianapolis, Indiana 46204-1897
(records relating to its functions as transfer
agent)

(5) Bank Julius Baer & Co., Ltd., New York Branch
330 Madison Avenue
New York, New York 10017
(records relating to its functions as investment
adviser, and co-administrator)

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment No. 13 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, and State of New York, on the 16th day of September, 1999.

JULIUS BAER INVESTMENT FUNDS
(Registrant)

By: /s/ Michael K. Quain
--------------------------
Michael K. Quain
President

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Michael K. Quain President, Treasurer, Chief September 16, 1999
- ---------------------- Financial Officer and
Michael K. Quain Secretary

/s/ Harvey B. Kaplan* September 16, 1999
- --------------------- Trustee
Harvey B. Kaplan

/s/ Robert S. Matthews* September 16, 1999
- ---------------------- Trustee
Robert S. Matthews

/s/ Gerard J.M. Vlak* September 16, 1999
- --------------------- Trustee
Gerard J.M. Vlak

/s/ Martin Vogel* September 16, 1999
- --------------------- Trustee
Martin Vogel

/s/ Peter Wolfram* September 16, 1999
- --------------------- Trustee
Peter Wolfram
</TABLE>

*By /s/ Paul J. Jasinski
------------------------
(As Attorney-in-Fact pursuant
to Powers of Attorney
filed herewith)

<PAGE>

EXHIBIT INDEX
-------------

<S> <C>
(EX.D2) Form of Amended Investment Advisory Agreement (Julius Baer Global
Income Fund)

(EX.D3) Form of Amended Investment Advisory Agreement (Julius Baer
International Equity Fund)

(EX.M2) Form of Co-Administration Agreement (Julius Baer Global Income
Fund)

(EX.M3) Form of Co-Administration Agreement (Julius Baer International
Equity Fund)

(EX.01) Amended Rule 18f-3 Plan

(EX.P) Powers of Attorney

</TABLE>

<PAGE>

AMENDED INVESTMENT ADVISORY AGREEMENT

Julius Baer Investment Funds (the "Trust"), a business trust organized
under the law of The Commonwealth of Massachusetts, entered into an investment
advisory agreement with Bank Julius Baer & Co., Ltd., New York Branch (the
"Adviser"), a corporation organized under the laws of the state of Delaware,
dated as of July 1, 1998, and amended September 15, 1999, on behalf of Julius
Baer Global Income Fund (the "Fund") (the "Agreement"). The Trust herewith
confirms its agreement with the Adviser to amend such agreement in its entirety
regarding investment advisory services to be provided by the Adviser on behalf
of the Fund as follows:

1. Investment Description; Appointment

The Trust desires to employ the Fund's capital by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in the Trust's Master Trust Agreement, as the same may from time to
time be amended, and in its Registration Statement as from time to time in
effect, and in such manner and to such extent as may from time to time be
approved by the Board of Trustees of the Trust. Copies of the Trust's
Registration Statement and Master Trust Agreement have been submitted to the
Adviser. The Trust agrees to provide copies of all amendments to the Trust's
Registration Statement and Master Trust Agreement to the Adviser on an on-going
basis. The Trust desires to employ and hereby appoints the Adviser to act as
investment adviser to the Fund. The Adviser accepts the appointment and agrees
to furnish the services described herein for the compensation set forth below.

2. Services as Investment Adviser

Subject to the supervision and direction of the Board of Trustees of
the Trust, the Adviser will 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, 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, make investment decisions
and exercise voting rights in respect of portfolio securities for the Fund and
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.

Subject to the supervision and direction of the Board of Trustees of
the Trust, the Adviser undertakes to perform the following administrative
services to the extent that no other party is obligated to perform them on
behalf of the Fund: (a) providing the Fund with office space (which may be the
Adviser's own offices), stationery and office supplies, (b) furnishing certain
corporate secretarial services, including assisting in the preparation of
materials for meetings of the Board of Trustees, (c) coordinating and
preparation of proxy statements and annual and semi-annual reports to the Fund's
shareholders, (d) assisting in the preparation of the Fund's tax returns, (e)
assisting in monitoring and developing compliance procedures for the Fund which
will include, among other

<PAGE>

matters, procedures for monitoring compliance with the Fund's investment
objective, policies, restrictions, tax matters and applicable laws and
regulations, and (f) 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.

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 investment objective, investment
policies and other practices and policies set forth in the Trust's Registration
Statement, as such Registration Statement and practices and policies may be
amended from time to time.

3. Brokerage

In executing transactions for the Fund and selecting brokers or
dealers, the Adviser will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Adviser will consider all factors it deems relevant including,
but not limited to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of any commission for the specific transaction on
a continuing basis. In selecting brokers or dealers to execute a particular
transaction and in evaluating the best overall terms available, the Adviser may
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the Trust and
also to other accounts over which the Adviser or an affiliate exercises
investment discretion.

4. Information Provided to the Trust

The Adviser will use its best efforts to keep the Trust informed of
developments materially affecting the Fund, and will, on its own initiative,
furnish the Trust from time to time whatever information the Adviser believes is
appropriate for this purpose.

5. Standard of Care

The Adviser shall exercise its best judgment in rendering the services
described in paragraphs 2, 3 and 4 above. The Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
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

2
<PAGE>

decision on the merits by a court or other body before whom the proceeding was
brought that the person to be indemnified was not liable by reason of disabling
conduct or (ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be indemnified was not
liable by reason of disabling conduct by (a) the vote of a majority of a quorum
of non-party trustees who are not "interested persons" of the Trust or (b) an
independent legal counsel in a written opinion.

6. Compensation

In consideration of the services rendered pursuant to Section 2 of this
Agreement, the Fund will pay the Adviser after the end of each calendar quarter
while this Agreement is in effect a fee for the previous quarter calculated at
an annual rate of 0.50 of 1.00% of the Fund's average daily net assets.

Upon any termination of this Agreement before the end of a quarter, the
fee for such part of that quarter shall be prorated according to the proportion
that such period bears to the full quarterly period and shall be payable upon
the date of termination of this Agreement. For the purpose of determining fees
payable to the Adviser, the value of the Fund's net assets shall be computed at
the times and in the manner specified in the Trust's Registration Statement as
from time to time in effect.

7. Expenses

The Adviser will bear all expenses in connection with the performance
of its services under this Agreement, including compensation of and office space
for its officers and employees connected with investment and economic research,
trading and investment management and administration of the Fund, as well as the
fees of all Trustees of the Trust who are affiliated with the Adviser or any of
its affiliates. The Fund will bear certain other expenses to be incurred in its
operation, including: organizational expenses; taxes, interest, brokerage costs
and commissions; fees of Trustees of the Trust who are not officers, directors,
or employees of the Adviser, the Fund's distributor or administrator or any of
their affiliates; Securities and Exchange Commission fees; state Blue Sky
qualification fees; charges of the custodian, any subcustodians, and transfer
and dividend-paying agents; insurance premiums; outside auditing, pricing and
legal expenses; costs of maintenance of the Trust's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of printing stock certificates; costs of preparing and
printing prospectuses and statements of additional information for regulatory
purposes and for distribution to existing shareholders; costs of shareholders'
reports and meetings 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 fees pursuant to any Distribution Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, as amended (the "1940 Act"), and pursuant to
any Shareholder Services Plan.

3
<PAGE>

8. Services to Other Companies or Accounts

The Trust understands that the Adviser now acts, will continue to act,
or may in the future act, as investment adviser to fiduciary and other managed
accounts or as investment adviser to one or more other investment companies, and
the Trust has no objection to the Adviser so acting, provided that whenever the
Fund and one or more other accounts or investment companies advised by the
Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with procedures believed to
be equitable to each entity. Similarly, opportunities to sell securities will be
allocated in an equitable manner. The Trust recognizes that in some cases this
procedure may adversely affect the size of the position that may be acquired or
disposed of for the Fund. In addition, the Trust understands that the persons
employed by the Adviser to assist in the performance of the Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.

9. Term of Agreement

This Agreement shall become effective as of September 15, 1999, 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 1940 Act) 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 the 1940 Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable, without penalty, on 60 days' 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 the 1940
Act).

10. Representation by the Trust

The Trust represents that a copy of its Master Trust Agreement, dated
April 30, 1992, together with all amendments thereto, is on file in the office
of the Secretary of The Commonwealth of Massachusetts.

11. Limitation of Liability

It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the trust property
of the Fund, as provided in the Master Trust Agreement of the Trust. The
execution and delivery of this Agreement have been authorized by the Trustees
and the sole shareholder of Fund shares and signed by an authorized officer of
the Trust, acting as such, and neither such authorization by such Trustees and
shareholder nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of the Fund as provided
in its Master Trust Agreement. The obligations of this Agreement shall be
binding only upon the

4
<PAGE>

assets and property of the Fund and not upon the assets and property of any
other sub-trust of the Trust.

12. Miscellaneous

If the Adviser ceases to act as investment adviser to the Fund, the
Trust agrees that, at the request of the Adviser, the Trust's license to use
"Julius Baer" 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
"Julius Baer" or any such variation.

13. Entire Agreement

This Agreement constitutes the entire agreement between the parties
hereto.

14. Governing Law

This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of New York without giving effect to the
conflicts of laws principles thereof.

If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.

Very truly yours,

JULIUS BAER INVESTMENT FUNDS

On Behalf on Julius Baer Global Income Fund

By:
---------------------------------------
Name:
Title:

Accepted:

BANK JULIUS BAER & CO., LTD., NEW YORK BRANCH

By:
-----------------------------------------
Name:
Title:

<PAGE>

AMENDED INVESTMENT ADVISORY AGREEMENT

Julius Baer Investment Funds (the "Trust"), a business trust organized
under the law of The Commonwealth of Massachusetts, entered into an investment
advisory agreement with Bank Julius Baer & Co., Ltd., New York Branch (the
"Adviser"), a corporation organized under the laws of the state of Delaware,
dated as of October 4, 1993, and amended on September 15, 1999, on behalf of
Julius Baer International Equity Fund (the "Fund") (the "Agreement"). The Trust
herewith confirms its agreement with the Adviser to amend such agreement in its
entirety regarding investment advisory services to be provided by the Adviser on
behalf of the Fund as follows:

1. Investment Description: Appointment

2. Services as Investment Adviser

<PAGE>

3. Brokerage

4. Information Provided to the Trust

5. Standard of Care

2
<PAGE>

6. Compensation

In consideration of the services rendered pursuant to Section 2 of this
Agreement, the Fund will pay the Adviser after the end of each calendar quarter
while this Agreement is in effect a fee for the previous quarter calculated at
an annual rate of 0.75 of 1.00% of the Fund's average daily net assets.

7. Expenses

The Adviser will bear all expenses in connection with the performance
of its services under this Agreement, including compensation of and office space
for its officers and employees connected with investment and economic research,
trading and investment management and administration of the Fund, as well as the
fees of all Trustees of the Trust who are affiliated with the Adviser or any of
its affiliates. The Fund will bear certain other expenses to be incurred in its
operation, including: organizational expenses; taxes, interest, brokerage costs
and commissions; fees of Trustees of the Trust who are not officers, directors,
or employees of the Adviser, the Fund's distributor or administrator or any of
their affiliates; Securities and Exchange Commission fees; state Blue Sky
qualification fees; charges of the custodian, any subcustodians, and transfer
and dividend-paying agents; insurance premiums; outside auditing, pricing and
legal expenses; costs of maintenance of the Trust's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of printing stock certificates; costs of preparing and
printing prospectuses and statements of additional information for regulatory
purposes and for distribution to existing shareholders; costs of shareholders'
reports and meetings 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 fees pursuant to any Distribution Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, as amended (the "1940 Act"), and pursuant to
any Shareholder Services Plan.

3
<PAGE>

8. Services to Other Companies or Accounts

9. Term of Agreement

10. Representation by the Trust

The Trust represents that a copy of its Master Trust Agreement, dated
April 30, 1992, together with all amendments thereto, is on file in the office
of the Secretary of the Commonwealth of Massachusetts.

11. Limitation of Liability

It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the trust property
of the Fund, as provided in the Master Trust Agreement of the Trust. The
execution and delivery of this Agreement have been authorized by the Trustees
and the sole shareholder of the 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

4
<PAGE>

upon the assets and property of the Fund and not upon the assets and property of
any other sub-trust of the Trust.

12. Miscellaneous

If the Adviser ceases to act as investment adviser to the Fund, the
Trust agrees that, at the request of the Adviser, the Trust's license to use
"Julius Baer", 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
"Julius Baer" or any such variation.

13. Entire Agreement

This Agreement constitutes the entire agreement between the parties
hereto.

14. Governing Law

This Agreement shall be governed by and construed and enforced in accordance
with the laws of the state of New York without giving effect to the conflicts of
laws principles thereof.

If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.

Very truly yours,

JULIUS BAER INVESTMENT FUNDS

On behalf of Julius Baer International Equity Fund

By:
---------------------------------------
Name:
Title:

Accepted:

BANK JULIUS BAER & CO., LTD., NEW YORK BRANCH

By:
------------------------------------
Name:
Title:

<PAGE>

Julius Baer Global Income Fund
Co-Administration Agreement

Gentlemen or Madams:

Julius Baer Investment Funds, a business trust organized under the law
of The Commonwealth of Massachusetts ("we" or the "Trust") hereby invite Bank
Julius Baer & Co., Ltd., New York branch ("you"), on behalf of Julius Baer
Global Income Fund (the "Fund") and subject to the terms and conditions set
forth below, to enter into this Co-Administration Agreement (the "Agreement") to
serve as the administrative and shareholder servicing agent of the shareholders
of the Fund ("Shareholders") for purposes of performing certain administrative
and shareholder servicing functions in connection with purchases and redemptions
of Class A shares of beneficial interest of the Fund ("Shares"), from time to
time upon the order and for the account of Shareholders, and to provide related
services to Shareholders in connection with their investments in the Fund.

1. Appointment. You hereby agree to perform certain services for
Shareholders as hereinafter set forth. Your appointment hereunder is
non-exclusive, and the parties recognize and agree that, from time to time, the
Fund may enter into other shareholder servicing agreements with other parties.

2. Services to be Performed as Administrative Agent for Class A Shares.
Subject to the supervision and direction of the Board of Trustees of the Trust,
you undertake 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 and shareholders: (i) maintain shareholder accounts which shall include
name, address, taxpayer identification number, and number of shares; (ii)
prepare shareholder statements; (iii) prepare confirmations; (iv) prepare
shareholder lists when reasonably requested by us; (v) mail shareholder
communications, including, but not limited to, shareholder statements,
confirmations, prospectuses, statements of additional information, annual and
semi-annual reports and proxy statements (collectively, "Shareholder
Communications"); (iv) tabulate proxies; (vii) disburse dividends and other
distributions; (viii) withhold taxes on U.S. resident and non-resident accounts
where aplicable; (ix) prepare and file U.S. Treasury Department Forms 1099 and
other appropriate forms required by applicable statutes, rules and regulations
resulting from your role hereunder; (x) furnish 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; and (xi) provide such other similar services directly to
accounts as we may reasonably request to the extent you are permitted to do so
under applicable statutes, rules and regulations. You shall provide all
personnel and facilities necessary in order for you to perform one or more of
the functions described in this paragraph with respect to your Shareholders.

<PAGE>

In performing all services under this Agreement, you shall act in
conformity with applicable law, the Trust's Master Trust Agreement and By-Laws,
and all amendments thereto, and the Trust's Registration Statement, as amended
from time to time.

3. Fees.

3.1. Fees from the Fund. In consideration for the services
described in section 2 hereof and the incurring of expenses in connection
therewith, the Fund shall pay you a fee at an annual rate of up to 0.15% of the
average daily net asset value of all Shares owned by or for all Shareholders
with whom you maintain a servicing relationship, such fee to be paid in arrears
at the end of each calendar quarter.

3.2. Fees from Shareholders. It is agreed that you may impose
certain conditions on Shareholders, in addition to or different from those
imposed by the Fund, such as requiring a minimum initial investment or charging
Shareholders direct fees for the same or similar services as are provided
hereunder by you. These fees may either relate specifically to your services
with respect to the Fund or generally cover services not limited to those with
respect to the Fund. You shall bill Shareholders directly for such fees. In the
event you charge Shareholders such fees, you shall make appropriate prior
written disclosure, in accordance with all applicable laws, to Shareholders both
of any direct fees charged to the Shareholder and of the fees received or to be
received by you from the Fund pursuant to section 3.1 of this Agreement. It is
understood, however, that in no event shall you have recourse or access to the
account of any shareholder of the Fund except to the extent expressly authorized
by law or by the Fund or by such shareholder for payment of any direct fees
referred to in this section 3.2.

4. Capacity and Authority to Act. You and your officers, employees and
agents are not authorized to make any representations concerning the Fund or the
Shares to Shareholders or prospective Shareholders, excepting only accurate
communication of factual information contained in the then-current prospectus
and statement of additional information or such other communications as may be
expressly authorized by the Fund. In performing your services under this
Agreement, you shall act as agent for the Shareholder and shall have no
authority to act as agent for the Fund. Upon request by the Fund, you shall
provide the Fund with copies of any materials which are generally circulated by
you to your Shareholders or prospective Shareholders.

5. Use of the Agent's Name. The Fund shall not use your name in any
prospectus, sales literature or other material relating to the Fund in a manner
not approved by you prior thereto in writing; provided, however, that your
approval shall not be required for any use of its name which merely refers
accurately to your appointment hereunder or which is required by any appropriate
regulatory, governmental or judicial authority; and provided, further, that in
no event shall such approval be unreasonably withheld or delayed.

2
<PAGE>

6. Use of the Fund's Name. You shall not use the name of the Fund
(other than for internal use in connection with performing its duties under this
agreement) in a manner not approved by the Fund prior thereto in writing;
provided, however, that the approval of the Fund shall not be required for the
use of the Fund's name in connection with communications permitted by section 4
hereof or for any use of the Fund's name which merely refers accurately to your
role hereunder or which is required by any appropriate regulatory, governmental
or judicial authority; and provided, further, that in no event shall such
approval be unreasonably withheld or delayed.

7. Security. You represent and warrant that, to the best of your
knowledge, the various procedures and systems which you have implemented
(including provision for twenty-four hours a day restricted access) with regard
to safeguarding from loss or damage attributable to fire, theft or any other
cause the Fund's records and other data and your records, data, equipment,
facilities and other property used in the performance of your obligations
hereunder are adequate and that you will make such changes therein from time to
time as in its judgment are required for the secure performance of your
obligations hereunder. The parties shall review such systems and procedures on a
periodic basis, and the Fund may from time to time specify the types of records
and other data of the Fund to be safeguarded in accordance with this section 7.

8. Compliance with Laws; Etc. You shall comply with all applicable
federal and state laws and regulations, including securities laws. You hereby
agree to maintain all records required by law relating to transactions on the
Shares, and upon our request, or of the Fund, promptly make such of these
records available to us or the Fund's administrator as are requested. In
addition, you hereby agree to establish appropriate procedures and reporting
forms and/or mechanisms and schedules in conjunction with us and the Fund's
administrator, to enable the Fund to identify the location, type of, and sales
to all accounts opened and maintained by your Shareholders or by you on behalf
of your Shareholders. You represent and warrant to the Fund that the performance
of all its obligations hereunder will comply with all applicable laws and
regulations, the provisions of your charter documents and by-laws and all
material contractual obligations binding upon you. You furthermore undertakes
that you will promptly inform the Fund of any change in applicable laws or
regulations (or interpretations thereof) or in your charter or by-laws or
material contracts which would prevent or impair full performance of any of your
obligations hereunder.

9. Reports. To the extent requested by the Fund from time to time, you
agree that you will provide the Fund with a written report of the amounts
expended by you pursuant to this Agreement and the purposes for which such
expenditures were made. Such written reports shall be in a form satisfactory to
the Fund and shall supply all information necessary for the Fund to discharge
its responsibilities under applicable laws and regulations.

3
<PAGE>

10. Record Keeping.

10.1. Section 31(a), Etc. You shall maintain records in a form
acceptable to the Fund and in compliance with applicable laws. Such records
shall be deemed to be the property of the Fund and will be made available, at
the Fund's reasonable request, for inspection and use by the Fund,
representatives of the Fund and governmental authorities.

10.2. Transfer of Shareholder Data. In the event this
Agreement is terminated or a successor to you are appointed, you shall, at the
expense of the Fund, transfer to such designee as the Fund may direct a
certified list of the shareholders of the Fund serviced by you (with name,
address and Social Security number), a complete record of the account of each
such shareholder and the status thereof, and all other relevant books, records,
correspondence and other data established or maintained by you under this
Agreement. In the event this Agreement is terminated, you will use your best
efforts to cooperate in the orderly transfer of such duties and
responsibilities, including assistance in the establishment of books, records
and other data by the successor.

10.3. Survival of Record-Keeping Obligations. The
record-keeping obligations imposed in this section 10 shall survive the
termination of this Agreement.

11. Force Majeure. You shall not be liable or responsible for delays or
errors by reason of circumstances beyond its control, including, but not limited
to, acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, Acts of God,
insurrection, war, riots or failure of communication or power supply.

12. Indemnification.

12.1. Indemnification of the Agent. The Fund shall indemnify
and hold you harmless from and against any and all losses, claims, damages,
liabilities and expenses incurred by you and resulting from any claim, demand,
action or suit (collectively, "Claims") brought against you and arising out of
or in connection with the performance of your obligations hereunder, other than
any Claim resulting from (i) the bad faith or negligence of you, your officers,
employees or agents, or (ii) any breach of your obligation under this Agreement
or applicable law by you, your officers, employees or agents, or (iii) any false
or misleading statement contained in any communication by you to any Shareholder
or prospective Shareholder not prepared by or expressly authorized by the Fund
for your use.

In any case in which the Fund may be asked to indemnify or hold you
harmless, the Fund shall be advised of all pertinent facts concerning the
situation in question and you shall use reasonable care to identify and notify
the Fund promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Fund. The Fund shall have the
option to defend you against any Claim which may be the subject of
indemnification hereunder. In the event that the Fund elects to defend against
such claim the defense shall be conducted by counsel chosen by the Fund and
satisfactory to you. You may

4
<PAGE>

retain additional counsel at its expense. Except with the prior written consent
of the Fund, you shall not confess any Claim or make any compromise in any case
in which the Fund will be asked to indemnify you.

12.2. Indemnification of the Fund. You shall indemnify and
hold the Fund harmless from and against any and all losses, claims, damages,
liabilities and expenses incurred by the Fund and resulting from any Claim
brought against the Fund and resulting from (i) the bad faith or negligence of
you, your officers, employees or agents, or (ii) any breach of your obligations
under this Agreement or applicable law by you, your officers, employees or
agents, or (iii) any false or misleading statement contained in any
communication by you to any Shareholder or prospective Shareholder not prepared
by or expressly authorized by the Fund for your use.

In any case in which you may be asked to indemnify or hold the Fund
harmless, you shall be advised of all pertinent facts concerning the situation
in question and the Fund shall use reasonable care to identify and notify you
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against you. You shall have the option to defend the
Fund against any Claim which may be the subject of indemnification hereunder. In
the event that you elect to defend against such Claim, the defense shall be
conducted by counsel chosen by you and satisfactory to the Fund. The Fund may
retain additional counsel at its expense. Except with the prior written consent
of the agent, the Fund shall not confess any Claim or make any compromise in any
case in which you will be asked to indemnify the Fund.

12.3. Survival of Indemnities. The indemnities granted by the
parties in this section 12 shall survive the termination of this Agreement.

13. Insurance. You shall maintain reasonable insurance coverage against
any and all liabilities which may arise in connection with the performance of
its duties hereunder. You shall provide information with respect to the extent
of such coverage upon our request.

14. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed sufficient if mailed to such party
at the address of such party set forth in this Agreement or at such other
address as such party may have designated by written notice to the other.

15. Further Assurances. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.

16. Termination. This Agreement may be terminated by the Fund, without
the payment of any penalty, at any time upon not more than 60 days' nor less
than 30 days' notice to you, by a vote of a majority of the Board of Directors
of the Fund who have no direct or indirect financial interest in the operation
of the Fund's Shareholder Servicing Plan (the "Plan"), this Agreement or any
other agreement related to such Plan, or by a vote of a "majority" (as defined
in the Investment Company Act of 1940) of the outstanding voting

5
<PAGE>

securities of the Fund. You may terminate this Agreement upon not more than 60
days' nor less than 30 days' notice to the Fund. Notwithstanding anything herein
to the contrary, this Agreement may not be assigned and shall terminate
automatically without notice to either party upon any assignment. Upon
termination hereof, the Fund shall pay such compensation as may be due you as of
the date of such termination.

17. Changes; Amendments. This Agreement may be changed or amended only
by written instrument signed by both parties.

18. Limitation of Liability. The First Amended and Restated Master
Trust Agreement dated October 30, 1996, as amended from time to time,
establishing the Fund, which is hereby referred to and a copy of which is on
file at the offices of the Fund, provides that the name of the Fund means the
Directors from time to time serving (as Directors but not personally) under said
Master Trust Agreement. It is expressly acknowledged and agreed that the
obligations of the Fund hereunder shall not be binding upon any of the
shareholders, Directors, officers, employees or agents of the Fund, personally,
but shall bind only the trust property of the Fund, as provided in its Master
Trust Agreement. The execution and delivery of this Agreement have been
authorized by the Directors of the Fund and signed by an officer of the Fund,
acting as such, and neither such authorization by such Directors 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.

19. Miscellaneous. This Agreement shall be construed and enforced in
accordance with and governed by the laws of The Commonwealth of Massachusetts
without giving effect to the conflicts of laws provisions thereof. The captions
in this Agreement are included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement has been executed on behalf of the Fund
by the undersigned not individually, but in the capacity indicated. This
Agreement shall be effective when accepted by you below.

20. Entire Agreement. This Agreement constitutes the entire agreement
with respect to the services described in Section 2 between the parties hereto.

21. 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.

6
<PAGE>

Please confirm your agreement hereto by signing and returning the
enclosed counterpart of this Agreement at once to: Julius Baer Investment Funds,
c/o Investors Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts
02116. Upon receipt thereof, this Agreement and such signed duplicate copy will
evidence the agreement between us.

JULIUS BAER GLOBAL INCOME FUND

By:
---------------------------------------------
Name:
Title: Treasurer and Chief Financial Officer

ACCEPTED:

BANK JULIUS BAER & CO., LTD., NEW YORK BRANCH

By:
----------------------------------------
Name:
Title: President

Dated: , 1999

<PAGE>

Julius Baer International Equity Fund
Co-Administration Agreement

Gentlemen or Madams:

Julius Baer Investment Funds, a business trust organized under the law
of The Commonwealth of Massachusetts ("we" or the "Trust") hereby invite Bank
Julius Baer & Co., Ltd., New York branch ("you"), on behalf of Julius Baer
International Equity Fund (the "Fund") and subject to the terms and conditions
set forth below, to enter into this Co-Administrative Agreement (the
"Agreement") to serve as the administrative and shareholder servicing agent of
the shareholders of the Fund ("Shareholders") for purposes of performing certain
administrative and shareholder servicing functions in connection with purchases
and redemptions of Class A shares of beneficial interest of the Fund ("Shares"),
from time to time upon the order and for the account of Shareholders, and to
provide related services to Shareholders in connection with their investments in
the Fund.

2. Services to be Performed as Administrative Agent for Class A Shares.
Subject to the supervision and direction of the Board of Trustees of the Trust,
you undertake 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 and shareholders: (i) maintain shareholder accounts which shall include
name, address, taxpayer identification number, and number of shares; (ii)
prepare shareholder statements; (iii) prepare confirmations; (iv) prepare
shareholder lists when reasonably requested by us; (v) mail shareholder
communications, including, but not limited to, shareholder statements,
confirmations, prospectuses, statements of additional information, annual and
semi-annual reports and proxy statements (collectively, "Shareholder
Communications"); (vi) tabulate proxies; (vii) disburse dividends and other
distributions; (viii) withhold taxes on U.S. resident and non-resident accounts
where applicable; (ix) prepare and file U.S. Treasury Department Forms 1099 and
other appropriate forms required by applicable statutes, rules and regulations
resulting from your role hereunder; (x) furnish 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; and (xi) provide such other similar services directly
to accounts as we may reasonably request to the extent you are permitted to do
so under applicable statutes, rules and regulations. You shall provide all
personnel and facilities necessary in order for you to perform one or more of
the functions described in this paragraph with respect to your Shareholders.

<PAGE>

3. Fees.

3.1. Fees from the Fund. In consideration for the services
described in section 2 hereof and the incurring of expenses in connection
therewith, the Fund shall pay you a fee at an annual rate of up to 0.25% of the
average daily net asset value of all Shares owned by or for all Shareholders
with whom you maintain a servicing relationship, such fee to be paid in arrears
at the end of each calendar quarter.

4. Security. You represent and warrant that, to the best of your
knowledge, the various procedures and systems which you have implemented
(including provision for twenty-four hours a day restricted access) with regard
to safeguarding from loss or damage attributable to fire, theft or any other
cause the Fund's records and other data and your records, data, equipment,
facilities and other property used in the performance of your obligations
hereunder are adequate and that you will make such changes therein from time to
time as in its judgment are required for the secure performance of your
obligations hereunder. The parties shall review such systems and procedures on a
periodic basis, and the Fund may from time to time specify the types of records
and other data of the Fund to be safeguarded in accordance with this section 4.

2
<PAGE>

5. Compliance with Laws; Etc. You shall comply with all applicable
federal and state laws and regulations, including securities laws. You hereby
agree to maintain all records required by law relating to transactions on the
Shares, and upon our request, or of the Fund, promptly make such of these
records available to us or the Fund's administrator as are requested. In
addition, you hereby agree to establish appropriate procedures and reporting
forms and/or mechanisms and schedules in conjunction with us and the Fund's
administrator, to enable the Fund to identify the location, type of, and sales
to all accounts opened and maintained by your Shareholders or by you on behalf
of your Shareholders. You represent and warrant to the Fund that the performance
of all its obligations hereunder will comply with all applicable laws and
regulations, the provisions of your charter documents and by-laws and all
material contractual obligations binding upon you. You furthermore undertakes
that you will promptly inform the Fund of any change in applicable laws or
regulations (or interpretations thereof) or in your charter or by-laws or
material contracts which would prevent or impair full performance of any of your
obligations hereunder.

6. Reports. To the extent requested by the Fund from time to time, you
agree that you will provide the Fund with a written report of the amounts
expended by you pursuant to this Agreement and the purposes for which such
expenditures were made. Such written reports shall be in a form satisfactory to
the Fund and shall supply all information necessary for the Fund to discharge
its responsibilities under applicable laws and regulations.

7. Record Keeping.

7.1. Section 31(a), Etc. You shall maintain records in a form
acceptable to the Fund and in compliance with applicable laws. Such records
shall be deemed to be the property of the Fund and will be made available, at
the Fund's reasonable request, for inspection and use by the Fund,
representatives of the Fund and governmental authorities.

7.2. Transfer of Shareholder Data. In the event this Agreement
is terminated or a successor to you are appointed, you shall, at the expense of
the Fund, transfer to such designee as the Fund may direct a certified list of
the shareholders of the Fund serviced by you (with name, address and Social
Security number), a complete record of the account of each such shareholder and
the status thereof, and all other relevant books, records, correspondence and
other data established or maintained by you under this Agreement. In the event
this Agreement is terminated, you will use your best efforts to cooperate in the
orderly transfer of such duties and responsibilities, including assistance in
the establishment of books, records and other data by the successor.

7.3. Survival of Record-Keeping Obligations. The
record-keeping obligations imposed in this section 7 shall survive the
termination of this Agreement.

8. Force Majeure. You shall not be liable or responsible for delays or
errors by reason of circumstances beyond its control, including, but not limited
to, acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood

3
<PAGE>

or catastrophe, Acts of God, insurrection, war, riots or failure of
communication or power supply.

9. Standard of Care

The Adviser shall exercise its best judgment in rendering the services
described 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").

10. Indemnification

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.

10.1. Survival of Indemnities. The indemnities granted by the
parties in this section 10 shall survive the termination of this Agreement.

11. Insurance. You shall maintain reasonable insurance coverage against
any and all liabilities which may arise in connection with the performance of
its duties hereunder. You shall provide information with respect to the extent
of such coverage upon our request.

12. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed sufficient if mailed to such party
at the address of such party set forth in this Agreement or at such other
address as such party may have designated by written notice to the other.

13. Further Assurances. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.

14. Termination. This Agreement shall continue 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

4
<PAGE>

outstanding voting securities. This Agreement may be terminated upon not more
than 60 days' nor less than 30 days' notice to the Fund. Notwithstanding
anything herein to the contrary, this Agreement may not be assigned and shall
terminate automatically without notice to either party upon any assignment. Upon
termination hereof, the Fund shall pay such compensation as may be due you as of
the date of such termination.

15. Changes; Amendments. This Agreement may be changed or amended only
by written instrument signed by both parties.

16. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement has been executed on behalf of the Fund by the undersigned not
individually, but in the capacity indicated. This Agreement shall be effective
when accepted by you below.

17. Entire Agreement. This Agreement constitutes the entire agreement
with respect to the services described in Section 2 between the parties hereto.

18. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the state of New York without giving
effect to the conflicts of laws principles thereof.

5
<PAGE>

JULIUS BAER INTERNATIONAL EQUITY FUND

By:
-------------------------
Name:
Title: Treasurer and Chief Financial Officer

ACCEPTED:

BANK JULIUS BAER & CO., LTD., NEW YORK BRANCH

By:
-------------------------------------------
Name:
Title: President

Dated: , 1999

<PAGE>

JULIUS BAER INVESTMENT FUNDS

Amended Rule 18f-3 Plan

RULE 18F-3

Pursuant to Rule 18f-3 ("Rule 18f-3") of the Investment Company Act of
1940, as amended (the "1940 Act"), an open-end investment company whose shares
are registered on Form N-1A may issue more than one class of voting stock
(hereinafter referred to as "shares"), provided that such multiple classes of
shares differ either in the manner of distribution, or in services they provide
to shareholders, or both. Julius Baer Investment Funds (the "Trust"), a
registered open-end investment management company whose shares are registered on
Form N-1A, consisting of the Julius Baer International Equity Fund and the
Julius Baer Global Income Fund and any future fund or series created by the
Trust or the Trust's investment adviser, Bank Julius Baer & Co., Ltd., New York
branch, or its affiliates (each a "Fund", and collectively, the "Funds"), may
offer to shareholders multiple classes of shares in the Funds in accordance with
the Rule 18f-3 and this Amended Rule 18f-3 Plan (or as further amended) as
described herein, upon approval of the Board of Trustees of the Trust.

AUTHORIZED CLASSES

Each Fund may issue two classes of shares: Class A and Class I shares
(each a "Class", and collectively, the "Classes"). Class A shares will be
offered with a Rule 12b-1 distribution fee and Shareholder Services Fee payable
at an annual rate of up to 0.25% of the Fund's average daily net assets
attributable to Class A shares, a Co-Administration Fee payable at an annual
rate of up to 0.25% for Julius Baer International Equity Fund, and up to 0.15%
for Julius Baer Global Income Fund, of the average daily net assets attributable
to Class A shares of each Fund, and with a minimum initial investment of $2,500
for regular accounts and substantially lower minimum initial investments for
retirement accounts. Class I shares will be offered with a minimum initial
investment of $250,000 and without distribution fees, shareholder servicing fees
or co-administration fees.

The Classes of shares issued by each Fund will be identical in all
respects except for Class designation, investment minimum and the allocation of
certain expenses directly related to the distribution and service arrangements
of each Class. In addition, for each Fund, (i) each Class shall have exclusive
voting rights on any matter submitted to shareholders that relate solely to the
arrangement of that Class, (ii) each Class shall have separate voting rights on
any matter submitted to shareholders in which the interests of one class differ
from the interests of the other Class, and (iii) in all other respects, each
Class shall have the same voting rights and obligations as the other Class.
Shares of each Class will represent interests in the same investment portfolio.
Therefore, each class is subject to the same investment objectives, policies and
limitations.

1
<PAGE>

CLASS EXPENSES

Each Class of shares shall bear expenses, not including advisory or
custodial fees or other expenses related to the management of the Fund's assets,
that are directly attributable to the kind or degree of services rendered to
that Class ("Class Expenses"). Class Expenses, including the investment advisory
fee or the fee of other service providers, may be waived or reimbursed by the
Fund's investment adviser, underwriter or any other provider of services to the
Fund.

For each Fund, income, realized gains and losses, unrealized
appreciation and depreciation, and fund-wide expenses shall be allocated to each
Class based on (i) the net assets of that Class in relation to the net assets of
the Fund, (ii) the "Simultaneous Equations Method" (as that term is defined
under the 1940 Act), or (iii) any other appropriate method that a majority of
the Trustees of the Fund, and a majority of the Trustees who are not interested
persons of the Fund, determine is fair to the shareholders of each Class and
will result in an annualized rate of return of each Class that differs from that
of the other Class only by the expense differentials among the Classes.

EXCHANGES AND CONVERSION PRIVILEGES

Neither of the Funds may offer exchange and conversion features between
the Classes unless otherwise approved by the Board of Trustees of the Trust.

<PAGE>

POWER OF ATTORNEY

The undersigned, hereby constitutes and appoints Michael K. Quain, Scott
MacLeod, Paul J. Jasinski and Andrew S. Josef, and each of them singly, my true
and lawful attorneys, with full power to them and each of them, to sign for me,
and in my name and in any and all capacities, any and all amendments, including
post-effective amendments, to the Registration Statement on Form N-1A of JULIUS
BAER INVESTMENT FUNDS and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys or
any of them may lawfully do or cause to be done by virtue hereof.