<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
JULIUS BAER INVESTMENT FUNDS
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(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
JULIUS BAER INVESTMENT FUNDS
330 MADISON AVENUE
NEW YORK, NY 10017
October 25, 2000
Dear Valued Shareholder:
The enclosed proxy materials relate to a special meeting of shareholders,
(the "Meeting") of the Julius Baer Global Income Fund and the Julius Baer
International Equity Fund (each a "Fund", and together, the "Funds") of the
Julius Baer Investment Funds (the "Trust") to be held on December 6, 2000 at
[8:30] a.m., Eastern time, at the office of the Trust, 330 Madison Avenue, New
York, NY 10017.
At the Meeting, shareholders of the Funds will be asked to elect Trustees
of the Trust, approve new advisory agreements between the Trust, on behalf of
the Funds, and Julius Baer Investment Management Inc. ("JBIMI"), and ratify KPMG
LLP as independent accountants for the Funds.
As part of a restructuring taking place within the Julius Baer Group, due
to changes in regulations for bank-advised funds, the Trustees unanimously voted
to appoint JBIMI, an affiliate of Bank Julius Baer & Co., Ltd., New York Branch,
the current investment adviser to the Funds, to serve as investment adviser,
subject to shareholder approval. The Trustees recommend that shareholders of the
Funds approve the new advisory agreements with JBIMI at the Meeting.
The terms of the new advisory agreements are identical to the terms of the
current advisory agreements, except for different effective and termination
dates. The fees paid under the new advisory agreements will be identical to the
fees paid under the current advisory agreements.
Your vote is important no matter how many shares you own. To avoid the
added cost of follow-up solicitation and possible adjournments, please take a
few minutes to read the proxy card and cast your vote. It is important that your
vote be received by no later than December 5, 2000.
If you are a shareholder of both Funds, or have more than one account
registered in your name, you will receive one proxy card for each account.
Please vote and return each proxy card that you receive.
Sincerely yours,
Michael Quain
President
<PAGE>
Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of
assistance to you and eliminate the time and expense to the Trust involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts. Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts. Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.
3. All Other Accounts. The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
Registration Valid Signature
------------ ---------------
Corporate Accounts
(1) ABC Corp.......................................ABC Corp.
(2) ABC Corp.......................................John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer........................John Doe
(4) ABC Corp. Profit Sharing Plan..................John Doe, Trustee
Trust Accounts
(1) ABC Trust......................................Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78.................................Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA..................John B. Smith
(2) John B. Smith..................................John B. Smith, Jr. Executor
<PAGE>
JULIUS BAER INVESTMENT FUNDS
330 MADISON AVENUE
NEW YORK, NY 10017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 6, 2000
A Special Meeting of the shareholders (the "Meeting") of the Julius Baer
Global Income Fund and the Julius Baer International Equity Fund (each a "Fund"
and together, the "Funds") of the Julius Baer Investment Funds (the "Trust")
will be held at the offices of the Trust, 330 Madison Avenue, New York, NY, at
[8:30] a.m. Eastern time, on December 6, 2000 for the following purposes:
1. To elect Trustees of the Trust (Proposal 1).
2. To approve new investment advisory agreements between the Trust, on
behalf of the Funds, and Julius Baer Investment Management Inc., as
described in the attached Proxy Statement (Proposal 2).
3. To ratify KPMG LLP as independent accountants of the Funds
(Proposal 3).
4. To transact such other business as may properly come before the
Meeting, or any postponement or adjournment thereof.
Please read the enclosed Proxy Statement carefully for information concerning
the proposals to be placed before the Meeting.
Shareholders of record at the close of business on October 10, 2000 are
entitled to notice of and to vote at the Meeting. You are invited to attend the
Meeting. If you cannot do so, however, PLEASE COMPLETE AND SIGN THE ENCLOSED
PROXY, AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. Any
shareholder attending the Meeting may vote in person even though a proxy has
already been returned.
By Order of the Board of Trustees
Pierre Beauport
Secretary
October 25, 2000
<PAGE>
PRELIMINARY COPY
JULIUS BAER INVESTMENT FUNDS
330 MADISON AVENUE
NEW YORK, NY 10017
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 6, 2000
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board") of the Julius Baer Investment
Funds (the "Trust"), to be voted at a special meeting of shareholders of the
Julius Baer Global Income Fund ("Global Income Fund") and the Julius Baer
International Equity Fund ("International Equity Fund"), (each a "Fund" and
together, the "Funds") to be held on December 6, 2000, at [8:30] a.m. Eastern
time at the offices of the Trust, and at any adjournments or postponements
thereof (the "Meeting"). A Notice of Special Meeting of Shareholders and proxy
card accompany this Proxy Statement. This Proxy Statement is being mailed to
shareholders of the Funds (the "Shareholders") on or about October 25, 2000.
The following table summarizes the proposal applicable to each Fund.
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Proposal Description Applicable Fund
-------------------- ---------------
1. To elect Trustees of the Trust. Global Income Fund and International
Equity Fund, voting together.
2. To approve a new investment advisory Global Income Fund and International
agreement for the Fund to reflect the Equity Fund, each voting separately
assignment of the current investment as a Fund.
advisory agreement to Julius Baer
Investment Management Inc., an
affiliate of the Fund's current
adviser, with no change in the
advisory fee payable by the Fund.
3. To ratify KPMG LLP as independent Global Income Fund and International
accountants for the Funds. Equity Fund, each voting separately
as a Fund.
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The Trust's Annual Report to Shareholders for the year ended October 31,
1999 and its Semi-Annual Report to Shareholders for the period ending April 30,
2000 may be obtained, without charge, by calling 1-800-435-4659 or writing to
the Trust's transfer agent, Unified Fund Services, Inc., 431 N. Pennsylvania
Street, Indianapolis, Indiana 46204-1806. The Trust's distributor is Unified
Management Corporation ("UMC"), 431 North Pennsylvania Street, Indianapolis,
Indiana 46204-1806. Investors Bank & Trust Company, 200 Clarendon Street,
Boston, Massachusetts 02116, is the Trust's administrator.
1
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Proxy solicitations will be made, beginning on or about October 25, 2000
primarily by mail, but proxy solicitations also may be made by telephone,
facsimile or personal interviews conducted by officers and representatives of
the Trust. In addition, D.F. King & Co., Inc., 77 Water Street, New York, NY
10005, (800) 848-3402, has been engaged to solicit proxies on behalf of the
Trust's Board at an estimated cost of $15,000. The costs of proxy solicitation
and expenses incurred in connection with the preparation of this Proxy Statement
and its enclosures will be borne by Bank Julius Baer, N.Y. ("BJB-NY"), not by
the Funds. If the Trust records votes by telephone, it will use procedures
designed to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their instructions, and
to confirm that their instructions are properly recorded. Proxies voted by
telephone may be revoked at any time before they are voted in the same manner
that proxies voted by mail may be revoked.
Proposal 1.
ELECTION OF TRUSTEES OF THE TRUST
The first proposal to be considered at the Special Meeting is the election
of Trustees of the Trust. Pursuant to the Master Trust Agreement for the Trust,
the Trustees may increase or decrease, to not less than two, the number of
Trustees, and may, subject to Section 16(a) of the Investment Company Act of
1940, as amended (the "1940 Act"), elect their successors and appoint Trustees
to fill vacancies. All nominees named below are currently Trustees of the Trust
and have served in that capacity continuously since originally elected or
appointed. Messrs. Matthews, Vlak and Wolfram were elected to the Board by the
initial shareholder on June 23, 1992. Messrs. Kaplan and Vogel were appointed to
the Board in 1995 and 1997, respectively. All of the nominees have consented to
continue to serve as Trustees of the Trust if elected at the Special Meeting.
None of the nominees are related to one another. Those nominees indicated by an
asterisk (*) are "interested persons" of the Trust by virtue of, among other
things, their affiliation with the Trust, the Funds' co-administrator and
current investment adviser, Bank Julius Baer, New York ("BJB-NY"), or proposed
investment advisor, Julius Baer Investment Management Inc., ("JBIMI")(as
discussed below in Proposal 2). If the designated nominees decline or otherwise
become unavailable for election, however, the persons named in the proxy have
discretionary authority to vote in favor of a substitute nominee or nominees.
Set forth below is certain information regarding each nominee for election
to the Trust's Board of Trustees.
Amount and Nature
of Beneficial
Served as Ownership(2)
Name, Age, Principal Occupation and Other Trustee of Shares of the Trust
Directorships(1) During the Past Five Years Since as of October 10, 2000
------------------------------------------- --------- ----------------------
Harvey B. Kaplan,(3) age 63 1995 [----]
Controller (Chief Financial Officer),
Easter Unlimited, Inc. (toy and novelty
manufacturer and importer); Trustee,
Julius Baer Investment Funds.
Peter Wolfram, age 47 1992 [----]
Partner, Kelley Drye & Warren (law firm);
Trustee, Julius Baer Investment Funds.
2
<PAGE>
Dr. Gerard J.M. Vlak, age 67 1992 [----]
Retired; Trustee, Julius Baer Investment Funds.
Robert S. Matthews, age 56 1992 [6,280]
Partner, Matthews & Co. (certified public
accountants); Trustee, Julius Baer Investment
Funds.
Martin Vogel*, age 37 1997 [----]
Member of Management Committee, Julius Baer
Investment Funds Services, Ltd. (Zurich)
(1996-present); Attorney, Schaufelberger &
van Hoboken (1994-1996); Attorney, Rohner &
Partner (1993-1994); Secretary of the Board of
Directors of the Luxembourg domiciled investment
companies and of Julius Baer Investment Funds
Services, Ltd. (1996-present); Trustee,
Julius Baer Investment Funds.
* "Interested person" of the Trust as defined in the Investment Company Act.
(1) Directorships of companies that are required to report to the Securities
and Exchange Commission (the "SEC") or are registered as investment
companies under the Investment Company Act. Except as otherwise noted, each
individual has held the office indicated or other offices in the same
organization for at least five years.
(2) For this purpose "beneficial ownership" is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act").
The information as to beneficial ownership is based upon information
furnished to the Trust by the Trustees. As of October 10, 2000, the
Trustees and officers of the Trust collectively beneficially owned [less
than 1% of the outstanding Shares.]
(3) Mr. Kaplan has a discretionary account with Julius Baer Securities, Inc.
The Board of Trustees held [four] meetings during the fiscal year ended
October 31, 1999. [All of the Trustees attended at least 75% of the Board and
Committee meetings of which they were members.]
The following table lists the compensation paid to each of the Trustees by
the Trust during the Trust's fiscal year ended October 31, 1999.
COMPENSATION TABLE*
Aggregate
Compensation Total Compensation from Trust
Name of Person, Position from Trust and Trust Complex
------------------------ ------------ -----------------------------
Harvey B. Kaplan, Trustee..... $6,250 [$6,250]
Peter Wolfram, Trustee........ $6,250 [$6,250]
3
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Gerard J.M. Vlak, Trustee..... $6,250 [$6,250]
Robert S. Matthews, Trustee... $6,250 [$6,250]
Total $25,000 [$ 25,000]
*The remainder of the Directors and officers of the Funds did not receive
compensation from the Trust. [The Trust has no retirement or pension plan for
its Trustees and officers.]
The Board of Trustees has an Audit Committee and a Nominating Committee,
which are comprised of Trustees who are not interested persons of the Trust
("Independent Trustees"). Currently, Messrs. Wolfram, Matthews and Vlak comprise
the Audit Committee and the Nominating Committee. The Audit Committee reviews
the scope and results of the Funds' annual audit with the Funds' independent
accountants and recommends the engagement of such accountants. The Audit
Committee had one meeting during the fiscal year ended October 31, 1999. The
Nominating Committee makes nominations for Independent Directors of the Board of
Directors and reviews committee assignments. The Nominating Committee did not
have any meetings during the fiscal year ended October 31, 1999. The Fund does
not have a compensation committee. Compensation matters are considered by the
Board of Trustees. Nominees recommended by Shareholders will be considered by
the Board of Trustees. Recommendations should be submitted in writing to the
Secretary of the Trust.
The executive officers of the Trust are listed in the table below.
Mr. Spilko and Mr. Quain were first elected to offices of the Trust in 1992 and
1996, respectively. Mr. Pell and Mr. Younes were first elected to offices of the
Trust in 1995. Ms. Arrese was first elected to an office of the Trust in 1998.
Mr. Santiago and Mr. Beauport were first elected to offices of the Trust in
1998. Each officer of the Trust will hold such office until a successor has been
elected by the Board of Trustees.
Principal Occupations and Other
Name, Age, Address* Position Affiliations During the Past Five Years
Bernard Spilko, Chairman General Manager and Senior Vice President
age 59 of Bank Julius Baer & Co., New York
Branch; Managing Director of Julius Baer
Securities, Inc.; Chairman of the Board of
the European Warrant Fund, Inc.
Michael K. Quain, President and First Vice President of Bank Julius Baer &
age 43 Chief Financial Co., Ltd. New York Branch; Vice President
Officer of Julius Baer Securities Inc.; President
and Chief Financial Officer of the
European Warrant Fund, Inc.
Richard C. Pell, Vice President Senior Vice President and Chief Investment
age 46 Officer of Bank Julius Baer & Co., ltd.,
New York Branch.
Karen Arrese, Vice President Vice President and Co-Manager for the
age 30 Julius Baer Global Income Fund and Global
Fixed-Income Specialist for Bank Julius
Baer & Co., Ltd., New York Branch,
1998-present; Proprietary Interest Rate
and Currency Trader for chase Manhattan
Bank, 1997-1998; prior to 1997, Global
Portfolio Manager at Standish, Ayer & Wood
in Boston and Bankers Trust Company in New
York.
Rudolph-Riad Younes, Vice President First Vice President of Bank Julius Baer &
age 39 Co., Ltd., New York Branch.
4
<PAGE>
Hector Santiago, Vice President Vice President of Bank Julius Baer & Co.,
age 31 Ltd., New York Branch and Julius Baer
Securities, 1998 - present; Vice
President, The European Warrant Fund,
Inc., June 1998-present; Assistant Vice
President - Accounting, Operations &
Trading Manager, EFG Capital Intl., 1996 -
1998; Assistant Vice President - Trading
Manager and Treasurer, Coults & Co. (USA)
Intl., 1992 - 1996.
Pierre Beauport, Treasurer and Assistant Vice President of Bank Julius
age 31 Secretary Baer & Co., Ltd. New York Branch, 1998 -
present; Treasurer and Secretary of Julius
Baer Investment Funds, 1999 - present;
Assistant Secretary and Assistant
Treasurer of Julius Baer Investment Funds,
1998 - 1999; Treasurer and Secretary, The
European Warrant Fund, September 1998-
present; Senior Analyst - Mutual Fund
Administration at AMT Capital Services,
Inc., and Investment Accountant at Furman
Selz LLC, prior to 1998.
* Unless otherwise indicated, the address for each officer of the Trust is 330
Madison Avenue, New York, NY 10017.
RECOMMENDATION AND REQUIRED VOTE
A plurality of the shares voted at a meeting, where a quorum is
present, is required for the election of each of the listed nominees for Trustee
of the Trust. A majority of the shares entitled to vote shall be a quorum for
the purpose of transacting business at a meeting. Under the Investment Company
Act, the vote of a "majority of the outstanding voting securities" means the
affirmative vote of the lesser of (i) 67% or more of the voting securities
present at the Meeting or represented by proxy, if the holders of more than 50%
of the outstanding voting securities are present or represented by proxy; or
(ii) more than 50% of the outstanding voting securities. [Shares represented by
proxies that reflect abstentions or broker non-votes will be counted as shares
that are present and entitled to vote on the matter for purposes of determining
the presence of a quorum, but will not have any effect on the outcome of
Proposal 1.]
The Board of Trustees recommends that Shareholders vote for the election of
each nominee as a Trustee of the Trust.
5
<PAGE>
Proposal 2.
APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
Shareholders of each Fund are being asked to approve new Investment
Advisory Agreements (the "New Advisory Agreements") between the Trust, on behalf
of their Fund, and Julius Baer Investment Management, Inc. ("JBIMI") pursuant to
which JBIMI would act as the new investment adviser of the Fund.
Background and Summary. Currently Julius Baer & Co., Ltd., New York Branch
("BJB-NY") serves as the investment adviser to the Funds under existing
investment advisory agreements. BJB-NY has served as adviser to the
International Equity Fund since the Fund's inception in October 1993 and to the
Global Income Fund since July 1, 1998. BJB-NY is a federally licensed bank
branch of Bank Julius Baer & Co. Ltd., a Swiss bank. JBIMI served as the adviser
to the Global Income Fund from the Fund's inception in April 1992 to June
30,1998. JBIMI is registered with the Securities and Exchange Commission ("SEC")
as an investment adviser. Both JBIMI and BJB-NY are part of the Julius Baer
Group.
The Julius Baer Group has determined to restructure its investment
company advisory business (the "Restructuring") by transferring the BJB-NY
investment company advisory business to JBIMI in order to comply with certain
provisions of the Gramm-Leach-Bliley Act ("Gramm-Leach"). Effective May 2001,
Gramm-Leach will remove the exemption that banks, such as BJB-NY, currently
enjoy from registration under the Investment Advisers Act of 1940 (the "Advisers
Act") and will effectively require that banks that act as investment advisers to
SEC registered mutual funds either register under the Advisers Act or transfer
such advisory activities to investment advisers registered with the SEC. Because
JBIMI is registered as an investment adviser under the Advisers Act, the Julius
Baer Group intends to comply with Gramm-Leach by effecting the Restructuring.
The Julius Baer Group has indicated that the Restructuring would involve
not only the transfer of the investment advisory agreements for the Funds but
also the transfer of substantially all of the investment advisory business unit
from BJB-NY to JBIMI. Specifically, the personnel providing research and
rendering investment advice and making investment decisions for the Funds all
would be transferred as a business unit to JBIMI. As a result, the Restructuring
would not result in any material changes to the advisory personnel who manage
the Funds. In addition, senior management personnel directly overseeing the
investment advisory business units would remain substantially the same. Further,
the same control and compliance operations that currently exist with respect to
the investment management units in BJB-NY would continue to exist when the units
are moved to JBIMI. Lastly, the restructuring would not alter the advisory fees
charged to the Funds.
The Restructuring will require Shareholders to approve the New Advisory
Agreements with JBIMI. If approved by Shareholders, the New Advisory Agreements
will take effect on the later of January 1, 2001 or the date they are approved
by Shareholders. [If the Shareholders of either Fund fail to approve the New
Advisory Agreements, the Board will determine what alternative action should be
taken.]
JBIMI. JBIMI, located at 330 Madison Avenue, New York, NY 10017, is
registered as an investment adviser with the SEC under the Advisers Act, and is
a wholly owned subsidiary of Julius Baer Securities Inc. ("JBS"). JBS, located
at 330 Madison Avenue, New York, NY, 10017, is a wholly owned subsidiary of
Julius Baer Holding Ltd. of Zurich, Switzerland and is a registered
broker-dealer and investment adviser. As of [ ], 2000, JBIMI had assets under
management of approximately $[ ]billion. The names, addresses and principal
occupations of the principal executive officers and directors of JBIMI are shown
below, as well as a list of the trustees and principal executive officers of the
Trust who also serve as officers and/or directors of JBIMI.
6
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Comparison of the Current Advisory Agreements and the New Advisory Agreements.
The advisory agreement for the Global Income Fund (the "Global Income
Advisory Agreement"), dated July 1, 1998, was approved by Shareholders on June
29, 1998. The advisory agreement for the International Equity Fund (the
"International Equity Advisory Agreement"), dated October 4, 1993, was approved
by the Fund's initial shareholder on [ ]. On September 15, 1999, the Board,
including a majority of the Trustees who are not "interested persons" within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act") (the
"Independent Trustees"), amended the Global Income Advisory Agreement and the
International Equity Advisory Agreement in order to separate out those
administrative services provided by BJB-NY that benefit only the Class A Shares
of the Funds into new co-administration agreements. The Board, including the
Independent Trustees, last approved the Global Income Advisory Agreement and the
International Equity Advisory Agreement, as amended (together, the "Current
Advisory Agreements") on June 21, 2000.
Under the Current Advisory Agreements, BJB-NY receives a fee calculated at
an annual rate based on each Fund's average daily net assets of 0.50% for the
Global Income Fund and 0.75% for the International Equity Fund. For the fiscal
year ended October 31, 1999, BJB-NY received investment advisory fees, after
application of certain fee waivers discussed under "Expense Limitation" below,
of $56,231 from the Global Income Fund and $688,556 from the International
Equity Fund. Had the fee waivers not been applied, investment advisory fees for
the Global Income Fund would have been $112,462.
In addition to providing investment advisory services, BJB-NY currently
provides certain administrative and shareholder services with respect to the
Class A shares of each Fund under Co-Administration Agreements. As
co-administrator, BJB-NY receives a fee calculated at an annual rate of 0.15%
and 0.25%, respectively, of the average daily net assets of Class A shares of
the Global Income Fund and the International Equity Fund. The Co-Administration
Agreements took effect on November 15, 1999 and no fees were paid under such
agreements for the fiscal year ended October 31, 1999. However, fees for such
services prior to November 15, 1999 were paid under the Global Income Advisory
Agreement and the International Equity Advisory Agreement and are included in
the investment advisory fees for the fiscal year ended October 31, 1999 shown
above. It is anticipated that BJB-NY will continue to provide such
administrative and shareholder services to the Funds under the Co-Administration
Agreements after the approval of the New Advisory Agreements.
From time to time, BJB-NY receives brokerage and research services from
brokers that execute securities transactions on behalf of the Funds. The
commissions paid by a Fund to a broker that provides such services to BJB-NY may
be greater than the commission that would be paid if the Fund used a broker that
does not provide the same level of brokerage and research services.
Any portfolio transaction for a Fund may be executed through JBS, or any
of its affiliates if, in BJB-NY'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 fiscal year ended October 31, 1999,
the International Equity Fund paid $26,667 in brokerage commissions to
affiliates of BJB-NY, representing 11.84 % of the total brokerage commissions
paid by the Fund. For the fiscal year ended October 31,1999, the Global Income
Fund paid $0 in brokerage commissions.
The terms of the New Advisory Agreements are substantially identical to
the terms of the Current Advisory Agreements, except for different effective and
termination dates. THE NEW ADVISORY AGREEMENTS WILL NOT RESULT IN A CHANGE IN
7
<PAGE>
ADVISORY FEES PAID BY THE FUNDS. Forms of the New Advisory Agreements are
attached to this Proxy Statement as Exhibit I and Exhibit II. The following
description of the New Advisory Agreements is only a summary and is qualified in
its entirety by reference to Exhibits I and II.
The New Advisory Agreements provide that JBIMI, as Adviser, in return for
its fee, and subject to the control and supervision of the Board and in
conformity with the investment objective and policies of the Funds set forth in
the Trust's current registration statement and any other policies established by
the Board, will manage the investment and reinvestment of assets of the Funds.
In this regard, it will be the responsibility of JBIMI to make investment
decisions for the Funds and to place the Funds' purchase and sale orders for
investment securities. In addition to making investment decisions, the Adviser
will exercise voting rights in respect of portfolio securities for the Funds.
The New Advisory Agreements state that JBIMI will provide at its expense all
necessary investment, management and administrative facilities, including
salaries of personnel and equipment needed to carry out its duties under the New
Advisory Agreements, but excluding pricing and bookkeeping services. JBIMI will
also provide the Funds with investment research and whatever statistical
information the Funds may reasonably request with respect to securities the Fund
holds or contemplates purchasing.
The New Advisory Agreements provide that, in the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of JBIMI, or (ii)
reckless disregard by JBIMI of its obligations and duties under the New Advisory
Agreements, JBIMI shall not be liable to the Trust or the Funds, or to any
Shareholder, for any act or omission in the course of, or connected with,
rendering services under the New Advisory Agreements. JBIMI will be indemnified
by the Funds under the New Advisory Agreements.
The New Advisory Agreements provide that JBIMI will use its best efforts
to seek the best overall terms available when executing transactions for the
Funds and selecting brokers or dealers. In assessing the best overall terms
available for any Fund transaction, JBIMI 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, JBIMI
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 JBIMI or an affiliate exercises investment
discretion.
If approved by the Shareholders, the New Advisory Agreements will remain
in effect for two years from the date they take effect, and, unless earlier
terminated, will continue in effect from year to year thereafter, but only so
long as each such continuance is specifically approved annually by the Board, or
by vote of the holders of a majority of the Fund's outstanding voting
securities, and by the vote of a majority of the Independent Trustees. The
Current Advisory Agreements were initially one-year agreements with annual
continuances approved by the Board and by the Independent Trustees.
The New Advisory Agreements may be terminated at any time, without payment
of any penalty, by vote of the Trustees, by vote of a majority of the
outstanding voting securities of the relevant Fund, or by JBIMI, in each case on
60 days' written notice. As required by the 1940 Act, each New Advisory
Agreement will automatically terminate, without the payment of any penalty, in
the event of its assignment.
Expense Limitation. Under expense limitation agreements with the Funds,
BJB-NY has agreed to waive that portion of its investment advisory fee equal to
an annual rate of 0.325% of the first $25 million of the Global Income Fund's
average daily net assets and 0.15% of the International Equity Fund's average
daily net assets. These expense limitation agreements will expire on November
12, 2000. It is anticipated that the agreement will be renewed only for the
Global Income Fund.
8
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Evaluation by the Board. At a Board meeting held on September 13, 2000,
the Board, including the Independent Trustees, unanimously approved the New
Advisory Agreements, subject to shareholder approval. In determining whether it
was appropriate to approve the New Advisory Agreements and recommend their
approval to Shareholders, the Board, including the Independent Trustees,
reviewed and considered, among other things, the nature and quality of the
services to be provided by JBIMI, the qualifications of the personnel at JBIMI
and their methods of portfolio analysis, the past investment performance of the
Funds, the level of advisory fees to be paid compared to industry averages, and
other factors deemed relevant by the Board. The Board found the following
factors particularly significant: (1) the same individuals currently responsible
for providing research and investment advice to and making investment decisions
for the Funds are expected to continue to provide those services to the Funds
after the Restructuring, (2) senior management personnel directly overseeing
these services will remain substantially the same after the Restructuring, (3)
the terms of the Current Advisory Agreements will be unchanged under the New
Advisory Agreements except for different effective and termination dates, and
(4) the compensation payable to JBIMI by the Funds under the New Advisory
Agreements will be at the same rate as the compensation now payable by the Funds
to BJB-NY under the Current Advisory Agreements.
RECOMMENDATION AND REQUIRED VOTE
As provided in the 1940 Act, approval of each New Advisory Agreement
requires the affirmative vote of a "majority of the outstanding voting
securities" of the applicable Fund. A "majority of the outstanding voting
securities" means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares of the Fund
present at the Meeting if more than 50% of the outstanding shares of the Fund
are present at the Meeting in person or by proxy. Abstentions and broker
non-votes have the effect of a negative vote on the proposal to approve the New
Advisory Agreements.
The Trustees recommend that Shareholders vote to approve the New Advisory
Agreements in Proposal 2.
9
<PAGE>
Proposal 3.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
Shareholders of each Fund are being asked to ratify KPMG LLP ("KPMG") as
independents accountants for their Fund. KPMG, 99 High Street, Boston,
Massachusetts 02110, has served as independent accountants for the Funds since
the Trust's commencement of operations on April 30, 1992, and is being
recommended by the Trustees of the Trust to serve in such capacity for the
Funds' current fiscal year ending October 31, 2001.
KPMG also serves as independent accountants for The European Warrant Fund,
an investment company affiliated with the Trust, but has no relationship with
such fund other than as independent accountants. During the fiscal year ending
October 31, 1999 [and year-to-date as of the date of this proxy], the services
provided to the Funds by KPMG included examination of financial statements,
review of filings with the SEC and tax returns. [No other services were provided
by KPMG to the Funds.]
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying KPMG as independent public accountants to the Funds, to
certify every financial statement of the Funds required by any law or regulation
to be certified by independent public accountants and filed with the SEC in
respect of all or any part of the fiscal year ending October 31, 2001. KPMG has
no direct or material indirect interest in the Funds. Representatives of KPMG
are expected to be present at the Special Meeting, will be given the opportunity
to make a statement if they so desire and will be available to respond to
appropriate questions.
RECOMMENDATION AND REQUIRED VOTE
A majority of the shares voted at a meeting, where a quorum is present, is
required for ratification of KPMG as independent accountants for the Funds.
Voting by one fund does not affect voting by the other fund. A majority of the
shares entitled to vote shall be a quorum for the purpose of transacting
business at a meeting. Under the Investment Company Act, the vote of a "majority
of the outstanding voting securities" means the affirmative vote of the lesser
of (i) 67% or more of the voting securities present at the Meeting or
represented by proxy, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or (ii) more than 50% of the
outstanding voting securities. [Shares represented by proxies that reflect
abstentions or broker non-votes will be counted as shares that are present and
entitled to vote on the matter for purposes of determining the presence of a
quorum, but will not have any effect on the outcome of Proposal 3.]
The Board of Trustees, including all of the Trustees who are not "interested
persons" of the Funds, recommends that Shareholders vote for the ratification of
KPMG LLP as independent accountants for the Funds.
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<PAGE>
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF JBIMI
The name and principal occupation of JBIMI's principal executive officers
and directors are set forth below. Unless otherwise indicated, the address for
each person listed below is 330 Madison Avenue, New York, NY 10017.
Positions and Offices
Name, Address, with Investment Other Principal Position(s) Held
and Birth Date Adviser Since During the Past Five Years
-------------- --------------------- ---------------------------------
Dr. Leo T. Schrutt Director (Chairman) Member of Group Executive Board,
Julius Baer Holding Julius Baer Holding Ltd., 1999-
AG Brunnmattstr. present; President, Julius Baer
7 Zurich Asset Management, 1997 - present;
Switzerland CH-4132 Member of Management, Swiss Bank
Muttenz Corp., 1996 - 1997; Head and
4/15/57 Chief Analyst, Union Bank of
Switzerland, 1989 - 1996.
Peter J. Widmer Director Member of Management Committee,
3/3/37 Julius Baer Holding Ltd.,
1990-1999.
Jay Dirnberger Director and Senior Vice President, Julius Baer
5/2/44 Vice President Securities Inc., 1984 - present.
Jonathan C. Minter Director and Senior Managing Director London, Bevis
Bevis Marks House Vice President Marks House, 19__ - present.
London EC3A7NE
7/22/49
Alessandro E. Fusina Director Director, Julius Baer Securities
25 Central Park West- Inc., 1996 - present; Chairman of
Apt#14N Advisory Board, Bank Julius Baer
New York, NY 10023 & Co. Ltd. New York Branch,
9/29/37 1993 - present.
Edward C. Dove Chief Investment
Bevis Marks House Officer
London EC3A7NE
3/29/56
Francoise M. Senior Vice President, Senior Vice President, Secretary
Birnholz Secretary and General and General Counsel, Julius Baer
1/26/50 Counsel Securities Inc., 1996 - present;
First Vice President, Secretary
and General Counsel, Bank Julius
Baer & Co. Ltd., New York Branch,
1994 - present
Edward A. Clapp First Vice President First Vice President, Julius Baer
3/5/47 Securities Inc., 1983 - present;
First Vice President, Bank Julius
Baer & Co. Ltd., New York Branch,
1985 - present
11
<PAGE>
*Richard Pell Senior Vice President Senior Vice President, Bank
9/21/54 Julius Baer & Co. Ltd., New York
Branch, 1995 - present
Andrew R. Parry Director Chief Investment Officer, Lazard
Bevis Marks House Brothers Asset Management,
London EC3A7NE 1995 -1997
5/26/62
*Rudolph Riad First Vice President
Younes
9/25/61
Tim Haywood Senior Portfolio Chief Investment Officer, Orient
6/12/65 Manager Overseas (International) Limited,
1994 -1997
Richard MMN Howard Director, Research
Bevis Marks House
London EC3A7NE
3/26/55
Glenn F. Wisher Vice President
Bevis Marks House
London EC3A7NE
10/10/63
*Officer of JBIMI who is also an officer of the Trust.
As of October 10, 2000, the Trustees and officers of the Trust as a group
owned [less than 1%] of the Trust's total shares outstanding.
Bank Julius Baer - Zurich was record owner of [ ]% of Class A shares and [ ]% of
Class I shares of the International Equity Fund on behalf of its clients. Bank
Julius Baer & Co., Ltd. Employee 401(k) was record owner of [ ]% of Class I
shares of the Global Income Fund and [ ]% of Class I shares of the International
Equity Fund.
The following table sets forth, as of October 10, 2000, the beneficial
ownership of each Fund's capital stock by each person known by the Fund to own
5% or more of the Fund's voting securities.
JULIUS BAER GLOBAL INCOME FUND
NAME AND ADDRESS OF OWNER NUMBER OF SHARES PERCENT OF CLASS
------------------------- ---------------- ----------------
[ [ ] Class A [ ] %
(beneficial owner)
c/o Bank Julius Baer & Co., Inc.
330 Madison Avenue
New York, New York 10017]
12
<PAGE>
[ [ ] Class A [ ]%
(beneficial owner)
c/o Bank Julius Baer & Co., Inc.
330 Madison Avenue
New York, New York 10017]
[Bank Julius Baer & Co., Ltd. [ ] Class I [ ]%
Employee 401K
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, NY 10017]
JULIUS BAER INTERNATIONAL EQUITY FUND
NAME AND ADDRESS OF OWNER NUMBER OF SHARES PERCENT OF CLASS
------------------------- ---------------- ----------------
[ [ ] Class I [ ]%
(beneficial owner)
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, NY 10017]
[ [ ] Class I [ ]%
(beneficial owner)
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, NY 10017]
[ [ ] Class I [ ]%
(beneficial owner)
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, NY 10017]
[ [ ] Class I [ ]%
(beneficial owner)
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, NY 10017]
[Bank Julius Baer & Co., Ltd. [ ] Class I [ ]%
Employee 401K
c/o Bank Julius Baer & Co., Ltd.
330 Madison Avenue
New York, NY 10017]
MISCELLANEOUS
Other Business. The Trustees know of no other business to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is the Trustees' intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named in the enclosed form of Proxy.
13
<PAGE>
Voting. Shareholders of record on October 10, 2000 (the "record date") are
entitled to be present and to vote at the Meeting. As of the record date, each
Fund offers two separate classes of Shares: Class A and Class I Shares. As of
the record date, there were [ ] Class A Shares and [ ] Class I Shares,
respectively, of the Global Income Fund outstanding and [ ] Class A Shares and [
] Class I Shares, respectively, of the International Equity Fund outstanding.
Shareholders of each Fund will vote as a single class regardless of the class of
Shares they own. Each Share outstanding on the record date is entitled to one
vote on all matters submitted to Shareholders at the Meeting, with pro rata
voting rights for any fractional shares. The tellers appointed for the Meeting
will count the total number of votes cast FOR approval of the proposals for
purposes of determining whether sufficient affirmative votes have been cast. Any
Shareholder giving a proxy has the power to revoke it prior to its exercise by
submission of a later dated proxy, by voting in person or by letter to the
Secretary of the Trust or by submission of a subsequent valid telephone vote.
Shares represented by proxies that reflect abstentions and "broker non-votes"
(i.e., shares held by brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or the persons entitled to vote and
(ii) the broker or nominee does not have the discretionary voting power on a
particular matter) will be counted as Shares that are present and entitled to
vote on the matter for purposes of determining the presence of a quorum. Votes
cast by proxy or in person at the Meeting will be counted by persons appointed
as tellers for the Meeting.
The presence in person or by proxy of a Fund's Shareholders entitled to
cast a majority in number of votes is necessary to constitute a quorum for the
transaction of business. In the event that a quorum is not present at the
Meeting, or in the event that a quorum is present but sufficient votes to
approve a proposal is not received, or if other matters arise requiring
Shareholders' attention, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those Shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies which they are entitled to vote FOR any such proposal in
favor of such an adjournment and will vote those proxies required to be voted
AGAINST any such proposal against any such adjournment. A Shareholder vote may
be taken on the proposal in this Proxy Statement prior to any such adjournment
if sufficient votes have been received for approval.
Shareholder Proposals. The Trust is not required to hold annual meetings of
Shareholders and currently does not intend to hold such meetings unless
Shareholder action is required in accordance with the 1940 Act. A Shareholder
proposal to be considered for inclusion in the proxy statement at any subsequent
meeting of Shareholders must be submitted a reasonable time before the proxy
statement for that meeting is mailed. Whether a proposal is submitted in the
proxy statement will be determined in accordance with applicable federal and
state laws. The timely submission of a proposal does not guarantee its
inclusion.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
14
<PAGE>
EXHIBIT I
NEW ADVISORY AGREEMENT
Julius Baer Global Income Fund
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 Julius Baer Investment Management Inc. (the "Adviser"),
a corporation organized under the laws of the state of Delaware, dated as of
January 1, 2001, 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.
[AW and LM are reviewing to see if language has been added to current
Co-Administration Agreement] 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
15
<PAGE>
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 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 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.
16
<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 0.50 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.
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.
17
<PAGE>
9. Term of Agreement
This Agreement shall become effective on January 1, 2001, and 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 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
18
<PAGE>
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: Michael K. Quain
Title: President
Accepted:
JULIUS BAER INVESTMENT MANAGEMENT INC.
By: _________________________________
Name:
Title:
19
<PAGE>
EXHIBIT II
NEW ADVISORY AGREEMENT
Julius Baer International Equity Fund
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 Julius Baer Investment Management Inc. (the
"Adviser"), a corporation organized under the laws of the state of
Delaware,
dated as of January 1, 2001, 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
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,
20
<PAGE>
among other 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 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.
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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.
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.
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
22
<PAGE>
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 on January 1, 2001, and 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 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 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
23
<PAGE>
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: Michael K. Quain
Title: President
Accepted:
JULIUS BAER INVESTMENT MANAGEMENT INC.
By: _________________________________
Name:
Title:
24
<PAGE>
JULIUS BAER INVESTMENT FUNDS
Julius Baer Global Income Fund
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Michael Quain or Cynthia Surprise, and
each of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of the Julius Baer Global Income Fund (the "Fund")
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at the office of the Fund, 330 Madison Avenue, New York,
New York on December 6, 2000 at [8:30] a.m. Eastern time, and any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Special
Meeting and Proxy Statement and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENVELOPE PROVIDED
Please indicate your vote by an "X" in the appropriate boxes below.
This Proxy, if properly executed, will be voted in the manner directed by
the undersigned Shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. Please refer to the Proxy Statement for a discussion of the
Proposals.
--------------------------------------------------------------------------------
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
1. To elect all nominees as Trustees of the Trust.
The nominees for Trustees are: Harvey B. Kaplan, Peter Wolfram, Dr. Gerard
J.M. Vlak, Robert S. Matthews and Martin Vogel.
/ / FOR electing all of the nominees / / WITHHOLD authority to vote
(except as marked to the contrary below) for all nominees
To withhold authority to vote for one or more of the nominee(s), write the
name(s) of the nominee(s) below:
---------------------------------------------
2. To approve a new Advisory Agreement between the Julius Baer Global
Income Fund and Julius Baer Investment Management Inc. as described in the
attached Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
3. To ratify the selection of KPMG LLP as the independent accountants of the
Julius Baer Global Income Fund.
/ / FOR / / AGAINST / / ABSTAIN
25
<PAGE>
Date __________________________________
_______________________________________
_______________________________________
Signature(s), (Title(s), if applicable)
NOTE: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When
signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your
full title.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENVELOPE PROVIDED
26
<PAGE>
JULIUS BAER INVESTMENT FUNDS
Julius Baer International Equity Fund
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Michael Quain or Cynthia Surprise, and
each of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of the Julius Baer International Equity Fund (the
"Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the office of the Fund, 330 Madison
Avenue, New York, New York on December 6, 2000 at [8:30] a.m. Eastern time, and
any adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Special Meeting and Proxy Statement and hereby instructs said
attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENVELOPE PROVIDED
Please indicate your vote by an "X" in the appropriate boxes below.
This Proxy, if properly executed, will be voted in the manner directed by
the undersigned Shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. Please refer to the Proxy Statement for a discussion of the
Proposals.
--------------------------------------------------------------------------------
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
1. To elect all nominees as Trustees of the Trust.
The nominees for Trustees are: Harvey B. Kaplan, Peter Wolfram, Dr. Gerard
J.M. Vlak, Robert S. Matthews and Martin Vogel.
/ / FOR electing all of the nominees / / WITHHOLD authority to vote
(except as marked to the contrary below) for all nominees
To withhold authority to vote for one or more of the nominee(s), write the
name(s) of the nominee(s) below:
---------------------------------------------
2. To approve a new Advisory Agreement between the Julius Baer International
Equity Fund and Julius Baer Investment Management Inc. as described in the
attached Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
3. To ratify the selection of KPMG LLP as the independent accountants of the
Julius Baer International Equity Fund.
/ / FOR / / AGAINST / / ABSTAIN
27
<PAGE>
Date __________________________________
_______________________________________
_______________________________________
Signature(s), (Title(s), if applicable)
NOTE: Please sign exactly as your name
appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When
signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give your
full title.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENVELOPE PROVIDED
28
