-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Unx1CbU+ir/yZkvqHGl79mfsATZFmaZ5GhiOu0pEhF6HCTi2+UDRME1BluoCa3lv bPD6xzr9GoDvmhAqdMlJDQ== 0000950131-96-004434.txt : 19960911 0000950131-96-004434.hdr.sgml : 19960911 ACCESSION NUMBER: 0000950131-96-004434 CONFORMED SUBMISSION TYPE: N-1A EL PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960909 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURRIDGE FUNDS CENTRAL INDEX KEY: 0001022100 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: N-1A EL SEC ACT: 1933 Act SEC FILE NUMBER: 333-11633 FILM NUMBER: 96627641 FILING VALUES: FORM TYPE: N-1A EL SEC ACT: 1940 Act SEC FILE NUMBER: 811-07801 FILM NUMBER: 96627757 BUSINESS ADDRESS: STREET 1: 115 SOUTH LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3122877434 N-1A EL 1 FORM N-1A EL As filed with the Securities and Exchange Commission on September 9, 1996 1933 Act Reg. No. 33-_____ 1940 Act File No. 811-_______ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A _________________________________ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] _________________________________ Burridge Funds (Registrant) 115 South LaSalle Street Chicago, Illinois 60603 Telephone Number: Kenneth M. Arenberg Janet D. Olsen Burridge Funds Bell, Boyd & Lloyd 115 South LaSalle Street Three First National Plaza, #3300 Chicago, Illinois 60603 Chicago, Illinois 60602 (Agents for Service) ________________________________________________________________________________ Registrant hereby elects to register pursuant to rule 24f-2 under the Investment Company Act of 1940 an indefinite number of shares of Burridge Growth Fund, a series of Burridge Funds. Pursuant to rule 24f-2, the registration fee payable with respect to such election is $500. ________________________________________________________________________________ Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ________________________________________________________________________________ Page 1 of ___ pages (including exhibits). The index of exhibits is on sequential page ___. Burridge Funds Cross-reference sheet pursuant to rule 495(a) of Regulation C Item Location or caption* --------- ------------------------------------------ Part A ------ 1(a)-(b) Front cover 2(a) Expense Information (b)-(c) Highlights 3(a) Not applicable (b) Not applicable (c)-(d) Management of the Fund - Performance 4(a)(i) The Fund and its Shares (ii) Investment Objective and Policies; Investment Restrictions (b) Investment Objective and Policies; Investment Restrictions (c) Risks 5(a) Management of the Fund (b) Management of the Fund; Back cover; Expense Information (c) Management of the Fund (d) Not applicable (e) Back cover (f) Management of the Fund; Expense Information (g) Management of the Fund 5A Not applicable 6(a) The Fund and its Shares (b)-(d) Not applicable (e) The Fund and its Shares (f)-(g) Dividends and Distributions 7 Purchasing Shares (a) Back cover (b) Purchasing Shares; Net Asset Value (c) Not applicable (d) Purchasing Shares (e)-(f) Not applicable 8(a)-(d) Redeeming Shares 9 Not applicable Item Location or caption* --------- ------------------------------------------ Part B (Statement of Additional Information) -------------------------------------------- 10 Front cover 11 Table of contents 12 Not applicable 13(a)-(c) Investment Objectives and Policies; Investment Restrictions (d) Investment Objective and Policies 14(a)-(c) Management of the Fund 15(a)-(b) Not applicable (c) Management of the Fund 16(a)(i) Investment Advisory Services (ii) Management of the Fund (iii) Investment Advisory Services (b) Investment Advisory Services (c)-(g) Not applicable (h) General Information (i) Not applicable 17(a) Portfolio Transactions (b)-(e) Not applicable 18(a)-(b) Not applicable 19(a)-(c) Purchase and Redemption of Shares 20 Taxes 21(a)-(b) General Information - Distributor (c) Not applicable 22(a) Not applicable (b) Performance Information 23 Financial Statements
Item Location or caption* - --------- ------------------- Part C - Other Information -------------------------- 24 Financial Statements and Exhibits 25 Persons Controlled by or Under Common Control With Registrant 26 Number of Holders of Securities 27 Indemnification 28 Business and Other Connections of Investment Adviser 29 Principal Underwriters 30 Location of Accounts and Records 31 Management Services 32 Undertakings
- ------------------------- * References are to captions within the part of the registration statement to which the particular item relates except as otherwise indicated. BURRIDGE GROWTH FUND 115 SOUTH LASALLE STREET CHICAGO, ILLINOIS 60603 (888) BURRIDGE (888) 287-7434 November __, 1996 BURRIDGE GROWTH FUND (THE "FUND"), a series of Burridge Funds (the "Trust"), invests for long-term capital appreciation. The Fund attempts to generate long-term capital appreciation and minimize ordinary income and short- term capital gains and losses by investing in common stocks with low dividend yields and holding stocks as long as prudence allows to defer recognition of taxable gain. THE FUND is a "no-load" fund. There are no sales or redemption charges, and there are no "12b-1" fees. This Prospectus is a concise statement of information you should know before investing. Please retain it for future reference. A Statement of Additional Information regarding the Fund dated the date of this Prospectus has been filed with the Securities and Exchange Commission and (together with any supplement to it) is incorporated in this Prospectus by reference. The Statement of Additional Information may be obtained without charge by calling or writing the Trust at the telephone numbers or address shown above. ______________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TABLE OF CONTENTS Page ---- HIGHLIGHTS ............................................................. 1 EXPENSE INFORMATION .................................................... 2 INVESTMENT OBJECTIVE AND POLICIES ...................................... 3 INVESTMENT PROCESS ..................................................... 3 RISKS .................................................................. 4 INVESTMENT RESTRICTIONS ................................................ 5 PURCHASING SHARES ...................................................... 5 REDEEMING SHARES ....................................................... 6 NET ASSET VALUE ........................................................ 9 SHAREHOLDER SERVICES ................................................... 9 Shareholder Accounts ............................................... 9 IRA Plan for Rollover Accounts ..................................... 9 DIVIDENDS AND DISTRIBUTIONS ............................................ 9 TAXES .................................................................. 9 MANAGEMENT OF THE FUND ................................................. 10 The Trustees ....................................................... 10 The Adviser ........................................................ 11 Administrator, Custodian and Transfer Agent ........................ 11 Distributor ........................................................ 11 Portfolio Transactions ............................................. 11 Performance ........................................................ 12 THE FUND AND ITS SHARES ................................................ 12 Shares ............................................................. 13 Voting Rights ...................................................... 13 Shareholder Inquiries .............................................. 13 HIGHLIGHTS - -------------------------------------------------------------------------------- Burridge Growth Fund (the "Fund") is a series of Burridge Funds (the "Trust"). The Fund is a "no-load" fund. There are no sales or redemption charges, and no 12b-1 fees. INVESTMENT OBJECTIVE AND POLICIES The Fund's investment objective is long-term capital appreciation. The Fund attempts to generate long-term capital appreciation and minimize ordinary income and short-term capital gains and losses by investing in common stocks with low dividend yields and holding stocks as long as prudence allows to defer recognition of taxable gain. The Fund employs a growth-oriented investment approach to create a diversified portfolio of medium and large capitalization common stocks. The Adviser believes that long-term capital appreciation can be achieved by purchasing stocks of companies with superior operating fundamentals relative to industry peers and the broad market, at attractive levels relative to long-term earnings growth potential. See "Investment Objective and Policies." INVESTMENT RISKS The Fund's performance and price per share will change daily based on many factors, including general economic and market conditions and the performance of individual stocks selected for the Fund's portfolio. The Fund is intended as a long-term investment for investors willing to bear the volatility inherent in any investment in common stocks. There can be no assurance that the Fund will achieve its investment objective. MINIMUM PURCHASE $250,000 for initial investments and $10,000 for subsequent investments. Some exceptions apply. See "Purchasing Shares." DIVIDENDS AND CAPITAL GAINS Income dividends and capital gains, if any, are distributed at least annually. Distributions are automatically reinvested in additional shares at net asset value unless payment in cash is requested. See "Dividends and Distributions." REDEMPTION PRICE Current net asset value, without charge. See "Redeeming Shares." INVESTMENT ADVISER The Burridge Group Inc. (the "Adviser") is investment adviser to the Fund. The Adviser managed more than $1.3 billion in assets as of July 31, 1996 [to be updated]. See "Management of the Fund--The Adviser." EXPENSES The Fund pays the Adviser a comprehensive fee at an annual rate declining from 1.50% of its average daily net asset value. The Adviser pays out of its fee all of the ordinary costs and expenses of the Fund. See "Management of the Fund--The Adviser." DISTRIBUTOR [insert name] - -------------------------------------------------------------------------------- EXPENSE INFORMATION The Fund expects to incur the following expenses: SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Imposed on Purchases (as a percentage of offering price)................................... none Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)........................ none Deferred Sales Load..................................... none Redemption Fees (1)..................................... none ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) Management Fees (including operating expenses) (2)...... 1.50% 12b-1 Fees.............................................. none Other Expenses.......................................... .01% ------ Total Operating Expenses................................ 1.51% _________________ (1) The Fund does not charge a redemption fee, but you must pay the wire transfer fee (currently $10) to have the proceeds of a redemption paid to you by wire transfer. (2) Under the advisory agreement, the Adviser pays from its comprehensive fee all of the ordinary operating expenses of the Fund, except the fees and expenses of the Trust's non-interested trustees. See "Management of the Fund--The Adviser" in this Prospectus for more information. The purpose of the table is to assist you in understanding the various costs and expenses that an investor in the Fund will bear, directly or indirectly. The estimate of "Other Expenses" is based on the estimated expenses the Fund expects to incur during its initial full fiscal year. EXAMPLE You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and (2) redemption at the end of each time period for the Fund: 1 year............................. $15 3 years............................ $48 This example illustrates the effect of expenses, but is not meant to suggest actual or expected costs or returns, all of which may be more or less than those shown in the example. Because the Fund is new, the above amounts are estimates. 2 INVESTMENT OBJECTIVE AND POLICIES The Fund's investment objective is long-term capital appreciation. The Fund attempts to generate long-term capital appreciation and minimize ordinary income and short-term capital gains and losses by investing in common stocks with low dividend yields and holding stocks as long as prudence allows to defer recognition of taxable gain. The Fund employs a growth-oriented investment approach to create a diversified portfolio of medium and large capitalization common stocks. The Adviser believes that long-term capital appreciation can be achieved by purchasing stocks of companies with superior operating fundamentals relative to industry peers and the broad market, at attractive levels relative to long-term earnings growth potential. See "Investment Objective and Policies." Under normal market conditions, the Fund expects to be substantially fully invested in common stocks of medium and large companies generally having a market capitalization in excess of $1 billion. INVESTMENT PROCESS The Adviser uses a disciplined investment process in managing the Fund's portfolio. The first step is the identification of those companies exhibiting superior operating characteristics and fundamentals which the Adviser believes are important to potential above average and sustainable earnings growth. Among other things, the Adviser looks for: . a focus in one business segment; . an increasing market share versus industry competition; . stable or increasing margins versus industry competition; . a strong balance sheet relative to industry peers as measured by the ratio of debt to capital; . a proven and effective management team; and . historic long-term earnings growth of 15% or more for medium-sized companies and 12% or more for large-sized companies and projected long-term earnings growth of 15% or more for all companies. In conducting disciplined fundamental research, the investment team focuses on industry fundamentals, a company's products or services, its revenue growth prospects, its costs and margins and the strategic business plan of management. As a long-term investor, the Adviser believes personal visits with senior management are an important element of its fundamental research and security valuation. Through this research process, the Adviser projects quarterly and annual earnings growth for those companies being considered for purchase and those held by the Fund. 3 Although investing in companies with superior earnings growth is important, the Adviser applies a valuation discipline in order to eliminate those securities that may be overvalued. The key valuation discipline used by the Adviser is based on projected long-term earnings growth and price/earnings ratios. The Fund's portfolio generally consists of investments in approximately 20 to 50 companies, based on a "bottom-up" approach where individual companies meet the operating characteristics outlined above and the Fund's valuation discipline. In order to insure broad diversification and control risk in the Fund's portfolio, the Fund maintains representation in most economic sectors. Investments are made in sectors and industry groups in which the greatest earnings growth is found at the most attractive prices. The Fund is managed to minimize the recognition of ordinary income and favors the potential for long-term capital appreciation over current income. To reduce or defer federal income taxes, the Fund invests in stocks which may have low dividend yields, and holds investments as long as the Adviser believes is prudent to attempt to ensure that any realized capital gains are long-term rather than short-term and to delay the recognition of taxable gain. The Fund's portfolio turnover rate will vary from year to year, but under normal market conditions is expected to be below 50%. In making a decision to sell a portfolio security, the Adviser considers the mix of available information including, the status of a company's fundamentals and the prospects for continued earnings growth, other available investment opportunities and the tax effect of the sale. The Fund may sell short securities the Fund owns or has the right to acquire without further consideration, a technique called selling short "against the box." Short sales against the box may be used to lock in a profit on a security when, for tax reasons or otherwise, the Adviser does not want to sell the security. For a more complete explanation, please refer to the Statement of Additional Information. The Fund may invest up to 10% of its total assets in American Depository Receipts (ADRs), which are securities traded in the United States but representing interests in foreign securities. A portion of the Fund's assets may be held from time to time in cash or cash equivalents pending investment, to meet cash requirements or if the Adviser determines that a temporary defensive position is advisable. Because the Fund tries to minimize ordinary income subject to income tax, cash equivalents held by the Fund may include high-quality, short-term municipal securities producing income exempt from federal income tax. RISKS The Fund's performance and price per share will change daily based on many factors, including general economic and market conditions and the performance of individual stocks selected for the Fund's portfolio. The Fund is intended as a long-term investment for investors willing to bear the volatility inherent in any investment in common stocks. There can be no assurance that the Fund will achieve its investment objective. Stocks of medium-sized companies tend to be more volatile and less liquid than stocks of larger companies. Medium-sized companies, as compared to larger companies, may have a 4 shorter history of operations, may have a less diversified product line making them susceptible to market pressure, and may have a smaller public market for their securities. Investment in ADRs representing foreign securities may represent a greater degree of risk (including risk related to exchange rate fluctuations, tax provisions, exchange and currency controls, and expropriation of assets) than investment in securities of domestic issuers. Other risks of investing in ADRs include less complete financial information on issuers of the underlying securities, less developed and regulated markets, and greater political instability. The Fund's investment objective and policies may be changed by the Trust's board of trustees without shareholder approval. However, shareholder approval is required for changes in the Fund's fundamental investment restrictions. Any change in the investment objective of the Fund might result in the Fund having an investment objective that differs from the investment objective a shareholder considered appropriate when investing. INVESTMENT RESTRICTIONS The Fund has adopted the following investment restrictions, among others, that may be changed only with the approval of a majority of the outstanding shares of the Fund as defined in the Investment Company Act of 1940. The Fund may not: (1) with respect to 75% of its total assets, invest more than 5% of its total assets (taken at market value at the time of a particular purchase) in the securities of any single issuer, except for securities issued or guaranteed by the Government of the U.S. or any of its agencies or instrumentalities or repurchase agreements for such securities; (2) acquire more than 10% (taken at the time of a particular purchase) of the outstanding voting securities of any one issuer; or (3) invest in a security if more than 25% of its total assets (taken at market value at the time of a particular purchase) would be invested in the securities of issuers in a single industry, except that this restriction does not apply to securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities. All of the investment restrictions of the Fund are stated in the Statement of Additional Information. PURCHASING SHARES Shares of the Fund may be purchased by completing a share purchase application and forwarding it, together with a check for the investment, directly to the Fund c/o Firstar Trust Company, P.O. Box 701, Milwaukee, WI 53201. The transfer agent is unable to accept third party checks both on initial and subsequent share purchases. The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at Firstar Trust Company's Post Office Box of purchase applications does not constitute receipt by Firstar Trust Company or the Fund. DO NOT mail letters by overnight courier to the Post Office Box address. Correspondence mailed by overnight courier should be sent to Firstar Trust Company, Third Floor, 615 East Michigan Street, Milwaukee, Wisconsin 53202. The purchase price of shares in the Fund is the net asset value per share next computed after receipt by Firstar, as agent for the Fund, of an order completed in accordance with the instructions on the account application. Your order must be received by Firstar before the close 5 of regular session trading on the New York Stock Exchange ("NYSE") (currently 3:00 p.m., Chicago time) to receive the net asset value calculated on that day. See "Net Asset Value." All purchases must be made in U.S. dollars and checks must be drawn on U.S. banks. The minimum initial investment to open an account is $250,000, and subsequent investments must be at least $10,000. The minimum initial investment for an IRA account is $50,000. Exceptions to the minimum investment requirements may be made for employees of the Adviser or investors who are, or are related to, clients of the Adviser. The minimum initial investment to open an account for an IRA is $50,000. You may also purchase (or redeem) shares through investment dealers, banks, or other institutions. However, these institutions may charge for their services or place limitations on the extent to which you may use the services offered by the Fund. There are no charges or limitations imposed by the Fund (other than nominal charges for returned checks, and similar items, as described in this Prospectus) if shares are purchased (or redeemed) directly from [Distributor.] The Fund reserves the right to reject purchase orders under circumstances or in amounts considered disadvantageous to existing shareholders. The Fund believes that frequent purchases and redemptions of Fund shares by investors utilizing market-timing strategies would adversely affect the Fund. The Fund therefore intends to reject purchase orders from investors identified by the Fund as market-timers. Should an order to purchase shares of the Fund be canceled because a shareholder's check does not clear, the shareholder will be responsible for any resulting loss incurred by the Fund. A charge (currently $20) will be assessed for any returned check. The Fund does not issue share certificates. REDEEMING SHARES You may redeem your Fund's shares at the net asset value next determined after the request is received by Firstar, as agent for the Fund, in writing or by telephone. Telephone redemptions are limited to $50,000. Your redemption request in proper form must be received by Firstar before the close of regular session trading on the New York Stock Exchange ("NYSE") (currently 3:00 p.m., Chicago time) to receive the net asset value calculated on that day. See "Net Asset Value." To redeem shares in writing, a written request must be received by Firstar. A written request for redemption must be signed by all persons in whose names the shares are registered. Redemption requests received by facsimile transmission or other electronic means will not be accepted. Signatures must conform exactly to the account registration. The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at Firstar Trust Company's Post Office Box of redemption requests does not constitute receipt by Firstar Trust Company or the Fund. DO NOT mail letters by overnight courier to the Post Office Box 6 address. Correspondence mailed by overnight courier should be sent to Firstar Trust Company, Third Floor, 615 East Michigan Street, Milwaukee, Wisconsin 53202. 7 A signature guarantee is required on the written redemption request if (i) the redemption proceeds are to be sent to a bank or brokerage account not previously authorized by the shareholder in accordance with the instructions on the account application, (ii) the proceeds of the requested redemption would be more than $50,000, or (iii) THE ADDRESS OF RECORD HAS CHANGED WITHIN THE LAST 60 DAYS. The guarantor must be a bank, member firm of a national securities exchange, savings and loan association, credit union or other entity authorized by state law to guarantee signatures. A NOTARY PUBLIC IS NOT AN ACCEPTABLE GUARANTOR. Additional documentary evidence of authority is required in the event redemption is requested by a corporation, partnership, trust, fiduciary, executor, or administrator. CHECKS TO THIRD PARTIES OTHER THAN A BANK OR BROKERAGE ACCOUNT AS AUTHORIZED ABOVE ARE NOT PERMITTED. Redemption checks will not be forwarded if the redeeming shareholder moves. The redemption request should also indicate the change of address and include a signature guarantee. Telephone redemptions of not more than $50,000 can be authorized on the account application. If telephone redemptions are authorized, the Fund will honor requests by telephone at (888) BURRIDGE (1-888-287-7434). Reasonable procedures are used to confirm that instructions received by telephone are genuine, such as requesting personal identification information that appears on the purchase application and recording the conversation. You bear the risk of any loss that might result from a fraudulent instruction, although the Fund may bear such risk if reasonable procedures were not used. To reduce the risk of a fraudulent instruction, proceeds of telephone redemptions may be sent only to your address of record or to a bank or brokerage account you designated, in writing, on the purchase application or in a letter with the signature(s) guaranteed. The Fund reserves the right to record all telephone redemption requests. The redemption price per share is the net asset value next determined after receipt of the redemption request, which may be more or less than your cost depending upon the value of the Fund's investment securities at the time of redemption. See "Net Asset Value." Payment for shares redeemed is made by check or wire. Payment by check normally is mailed within seven days after receipt of the redemption request in proper form. If specified in the account application, the check will be payable and sent to a designated financial institution. A wire will be sent only to your bank or brokerage account as shown on the account application. Wire requests generally are paid the next business day, after deduction of the cost of the wire transfer (currently $10). That charge and any similar service fee may be changed without prior notice to shareholders. Wires to third parties are not permitted. The Fund may suspend or postpone the right of redemption at times when trading on the NYSE is restricted or as otherwise permitted by the Securities and Exchange Commission. If you attempt to redeem shares within 15 days after they have been purchased by check, the Fund may delay payment of the redemption proceeds until it can verify that payment for the purchase of the shares has been (or will be) received. The Fund reserves the right to redeem shares in any account with a balance of less than 80% of the applicable minimum initial investment ($200,000 for most accounts; $40,000 for certain related accounts) in share value. Prior to any such redemption, the Fund will give the shareholder 30 days' written notice during which time you may increase your investment to 8 avoid having your shares redeemed. The minimum balance will be waived if the account balance drops below the applicable minimum due to market activity. NET ASSET VALUE The price per share for a purchase order or redemption request is the net asset value next determined after receipt of the order or request. The net asset value of a share of the Fund is determined as of the close of regular session trading on the NYSE (currently 3:00 p.m., Chicago time) each day the NYSE is open for trading. The net asset value per share is determined by dividing the difference between the values of the Fund's assets and liabilities by the number of shares outstanding. Each security traded on a national stock exchange or on the Nasdaq National Market is valued at the last sale price or, if there have been no sales on the valuation day, at the most recent bid price. Other securities traded over the counter are valued at the last reported bid price. Other assets and securities are valued by methods the Fund's board of trustees believes will determine a fair value. SHAREHOLDER SERVICES Shareholder Accounts. You will receive an annual account statement showing transactions in Fund shares with a balance denominated in Fund shares. In addition, confirmations are sent to you upon purchase, redemption, dividend reinvestment, and change of shareholder address. For a fee, you may obtain a historical transcript of your account by requesting one in writing from Firstar Trust Company. IRA Plan for Rollover Accounts. The Fund has a prototype Individual Retirement Account ("IRA") plan for your rollover IRA. The minimum investment in an IRA account is $50,000. Call (800) BURRIDGE (1-800-287-7434) for an IRA booklet and application. DIVIDENDS AND DISTRIBUTIONS You may receive two kinds of distributions from the Fund: dividends and capital gains distributions. All dividends and capital gains distributions are paid in the form of additional shares credited to your account at net asset value per share unless you have requested on the account application or in writing that distributions be paid in cash. The Fund expects to declare and pay net investment income dividends and distributions of net realized short- and long-term capital gains, if any, at least annually. TAXES Your distributions will be taxable to you, under income tax law, whether received in cash or reinvested in additional shares. For federal income tax purposes, any distribution that is paid in January but was declared in the prior calendar year is deemed paid in the prior calendar year. 9 You will be subject to federal income tax at ordinary rates on income dividends and distributions of net short-term capital gain. Distributions of net long-term capital gain will be taxable to you as long-term capital gain regardless of the length of time you have held your shares. You will be advised annually as to the source of distributions for tax purposes. If you are not subject to tax on your income, you will not be required to pay tax on these amounts. If you realize a loss on the sale of Fund shares held for six months or less, your short-term loss is recharacterized as long-term to the extent of any long-term capital gain distributions you have received with respect to those shares. This discussion of taxation is not intended to be a full discussion of income tax laws and their effect on shareholders. You may wish to consult your own tax advisor. The foregoing information applies to U.S. shareholders. Foreign shareholders should consult their tax advisors as to the tax consequences of ownership of Fund shares. The Fund may be required to withhold federal income tax ("backup withholding") from certain payments to you, generally redemption proceeds. Backup withholding may be required if: . You fail to furnish your properly certified social security or other tax identification number; . You fail to certify that your tax identification number is correct or that you are not subject to backup withholding due to the underreporting of certain income; . The Internal Revenue Service informs the Trust that your tax identification number is incorrect. These certifications are contained in the Application that you should complete and return when you open an account. The Fund must promptly pay to the IRS all amounts withheld. Therefore, it is usually not possible for the Fund to reimburse you for amounts withheld. You may, however, claim the amount withheld as a credit on your federal income tax return. MANAGEMENT OF THE FUND The Trustees. The board of trustees has overall responsibility for the conduct of the Trust's affairs. The trustees serve indefinite terms of unlimited duration provided that a majority of trustees always has been elected by the shareholders. The trustees appoint their own successors, provided that at least two-thirds of the trustees, after such appointment, have been elected by the shareholders. Shareholders may remove a trustee, with or without cause, upon the declaration in writing or vote of two-thirds of the Fund's outstanding shares. A trustee may be removed with or without cause upon the written declaration of a majority of the trustees. 10 The Adviser. The Fund's investment adviser is The Burridge Group Inc. The Burridge Group was founded as a registered investment adviser in March, 1986 by Richard M. Burridge and Kenneth M. Arenberg. It employees a growth oriented investment approach in creating a diversified portfolio of equities for corporate, public, and Taft-Hartley pension plans, endowments, foundations and private investors. As of [October 31, 1996], it managed over [$1.3] billion in assets for clients, including approximately [$240] million for taxable accounts. The Adviser is privately owned by seven principals and has 24 employees. The Adviser manages the investment and reinvestment of the assets of the Fund. In addition the Adviser provides office space, facilities, equipment, and personnel for managing the assets and administering the Fund's day-to-day operations, and provides shareholder and investor services. In return for the comprehensive fee described below, the Adviser bears all ordinary costs and expenses attendant to operating the Fund except fees paid to non-interested trustees, interest expense, portfolio transaction costs and any extraordinary costs or expenses not incurred in the course of the Fund's ongoing operation. The anticipated overall expense ratio is shown in the "Expense Information" table in this Prospectus. For its advisory, management and administrative services, and for the assumption of the Fund's ordinary operating expenses, the Fund pays the Adviser a monthly comprehensive fee based on its average daily net asset value at the annual rate of 1.50% of the first $500 million and 1.25% of average daily net assets in excess of $500 million. Unlike most mutual funds, the Adviser rather than the Fund pays out of its fee the Fund's ordinary operating expenses. The Adviser employs a team of investment professionals who participate in investment strategy formulation and issue selection. The individual responsible for overseeing the implementation of the Adviser's strategy for the Fund is Richard M. Burridge. Mr. Burridge is president and chief investment officer of the Adviser. He has been engaged in the investment management business since 1974 and founded the Adviser in 1986. Mr. Burridge holds a B.S. from the University of Colorado and is a Chartered Financial Analyst. Administrator, Custodian and Transfer. Firstar Trust Company is the Fund's Administrator and generally assists the Fund in all aspects of its administration and operation. Firstar is also the Fund's custodian and transfer agent. Firstar is responsible for maintaining many of the Fund's books and records, handling compliance and regulatory issues, processing purchase and redemption requests, shareholder services and safekeeping of the Fund's securities. Distributor. ________________ (the "Distributor") is the distributor of shares of the Fund. Fees for the Distributor's services are paid by the Adviser from its own resources. See the Statement of Additional Information for more information. Portfolio Transactions. Decisions as to the purchase and sale of securities for the Fund and the execution of these transactions, including the negotiation of brokerage commissions on such transactions, are the responsibility of the Adviser. In general, the Adviser seeks to obtain 11 prompt and reliable execution of purchase and sale orders at the most favorable net prices or yields. In determining the best net price and execution, the Adviser may take into account a broker's or dealer's operational and financial capabilities and the type of transaction involved. The Adviser may consider research services provided by the broker or dealer, some of which may be useful to the Adviser in its other business functions. To the extent such research services are taken into account, the execution price paid may be higher, but only in reasonable relation to the benefit of such research services as determined in good faith by the Adviser. The Adviser is authorized to place portfolio transactions with brokers or dealers participating in the distribution of shares of the Fund, but only if the Adviser reasonably believes that the execution and commission are comparable to those available from other qualified firms. The Fund's portfolio turnover rate will vary from year to year, but is expected to be below 50% under normal market conditions. Performance. From time to time, in advertisements and sales literature, the Fund may present information regarding the total return on a hypothetical investment in the Fund for various periods of performance and may make comparisons of such total return to various stock indexes (groups of unmanaged common stocks), to the Consumer Price Index, or to groups of comparable mutual funds. Total return for a period is the percentage change in value during the period of an investment in the Fund shares, including the value of shares acquired through reinvestment of all dividends and capital gains distributions. The average annual total return for a given period may be calculated by finding the average annual compounded rate of return that would equate a hypothetical $1,000 investment to the value of that investment that could be redeemed at the end of the period, assuming reinvestment of all distributions. All of the calculations described above will assume the reinvestment of dividends and distributions in additional shares of the Fund. Income taxes will not be taken into account. In addition to the figures described above, the Fund might use rankings or ratings determined by Lipper Analytical Services, Inc., Morningstar, Inc., or another service to compare the performance of the Fund with the performance of (i) other funds of similar size and investment objective or (ii) broader groups of funds. The Fund may also provide information about, or compare its performance to, the historical returns on various types of financial assets. Performance of the Fund will vary from time to time, and past results are not indicative of likely future performance. Performance information supplied by the Fund may not provide a basis of comparison with other investments using different reinvestment assumptions or time periods. THE FUND AND ITS SHARES The Fund was organized as a Massachusetts business trust on August 30, 1996 and is an open-end, diversified management investment company. 12 Shares. Under the terms of the Agreement and Declaration of Trust, the Fund may issue an unlimited number of shares of beneficial interest without par value for each series of shares authorized by the trustees. There are currently two series authorized and outstanding. All shares issued will be fully paid and non-assessable and will have no preemptive or conversion rights. Each share of a series is entitled to participate pro rata in any dividends and other distributions declared by the Fund's board of trustees on shares of that series. All shares of a series have equal rights in the event of liquidation of that series. Under Massachusetts law, the shareholders of the Fund may, under certain circumstances, be held personally liable for the Fund's obligations. However, the Trust's Agreement and Declaration of Trust disclaims liability of shareholders, the Trust's trustees, or the Fund's officers for acts or obligations of the Trust or the Fund and requires that notice of such disclaimer be given in each agreement, obligation, or contract entered into or executed by the Trust or the board of trustees. The Trust's Agreement and Declaration of Trust provides for indemnification out of the assets of the Fund of all losses and expenses of any shareholder held personally liable for the obligations of the Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is remote, since it is limited to circumstances in which the disclaimer is inoperative and the Fund itself is unable to meet its obligations. Voting Rights. Each share has one vote and fractional shares have fractional votes. Shareholder Inquiries. Inquiries should be addressed to Burridge Funds, c/o Firstar Trust Company, P.O. Box 701, Milwaukee, Wisconsin 53201. Telephone inquiries may be made at (888) BURRIDGE (1-888-287-7434). 13 Shareholder Services: ------------------------------- Burridge Funds Burridge Funds c/o Firstar Trust Company P.O. Box 701 Milwaukee, WI 53201 (888) BURRIDGE (1-800-287-7434) Investment Adviser: The Burridge Group Inc. 115 South LaSalle Street Chicago, IL 60603 Distributor: Custodian and Transfer Agent: Burridge Growth Fund Firstar Trust Company P.O. Box 701 Milwaukee, WI 53201 Independent Auditors: ------------------------------- Arthur Andersen LLP PROSPECTUS 33 West Monroe Street Chicago, IL 60603 Legal Counsel: Bell, Boyd & Lloyd Three First National Plaza, #3300 Chicago, Illinois 60602 ------------------------------- November ___, 1996 BURRIDGE FUNDS 115 South LaSalle Street Chicago, Illinois 60603 (888) BURRIDGE (1-888-287-7434) STATEMENT OF ADDITIONAL INFORMATION November _____, 1996 - -------------------------------------------------------------------------------- Burridge Growth Fund (the "Fund") is a series of Burridge Funds (the "Trust"). The Fund represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own investment objective and policies. This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Fund's Prospectus dated November ____, 1996, and any supplement to that Prospectus. That Prospectus can be obtained without charge by calling or writing to the Trust. Investment Objective and Policies..............................................2 Investment Techniques and Risk.................................................2 Investment Restrictions.......................................................10 Performance Information.......................................................13 Management of the Fund........................................................16 Investment Advisory Services..................................................17 Portfolio Transactions and Brokerage..........................................18 Purchase and Redemption of Shares.............................................19 Taxes.........................................................................20 General Information...........................................................21 Financial Statements..........................................................22
INVESTMENT OBJECTIVE AND POLICIES The Fund's investment objective is long-term capital appreciation. The Fund attempts to generate long-term capital appreciation, and to minimize ordinary income and short-term gains and losses by investing in common stocks with low dividend yields and holding stocks as long as prudence allows to defer recognition of taxable gain. The Fund employs a growth-oriented investment approach to create a diversified portfolio of medium and large capitalization common stocks. The Adviser believes that long-term capital appreciation can be achieved by purchasing stocks of companies with superior operating fundamentals relative to industry peers and the broad market, at attractive levels relative to long-term earnings growth potential. See "Investment Objective and Policies." Under normal market conditions, the Fund is expected to be substantially fully invested in common stocks of medium and large companies generally having a market capitalization in excess of $1 billion. INVESTMENT TECHNIQUES AND RISKS Foreign Securities The Fund may invest up to 10% of its total assets in foreign securities (including American Depository Receipts ("ADRs")), which may entail a greater degree of risk (including risks relating to exchange rate fluctuations, tax provisions, or expropriation of assets) than does investment in securities of domestic issuers. ADRs are receipts typically issued by an American bank or trust company evidencing ownership of the underlying securities. The Fund may invest in sponsored or unsponsored ADRs. In the case of an unsponsored ADR, the Fund is likely to bear its proportionate share of the expenses of the depository and it may have greater difficulty in receiving shareholder communications than it would have with a sponsored ADR. The Fund does not intend to invest more than 5% of its net assets in unsponsored ADRs. Short-Term Investments The Fund intends to be substantially fully invested in common stocks in ordinary circumstances, although the Fund may invest without limitation in high- quality fixed-income securities or hold assets in cash or cash equivalents pending investment, to meet anticipated cash requirements, or if the Adviser determines that a temporary defensive position is advisable. Because the Fund tries to minimize its ordinary income subject to income tax, the Fund's short- term investments may include short-term, high quality securities producing income exempt from federal income tax. Convertible Securities Convertible securities include any corporate debt security or preferred stock that may be converted into underlying shares of common stock. The common stock underlying convertible securities may be issued by a different entity than the issuer of the convertible securities. B-2 Convertible securities entitle the holder to receive interest payments paid on corporate debt securities or the dividend preference on a preferred stock until such time as the convertible security matures or is redeemed or until the holder elects to exercise the conversion privilege. The value of convertible securities is influenced by both the yield of non- convertible securities of comparable issuers and by the value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield) is sometimes referred to as its 'investment value.' The investment value of the convertible security will typically fluctuate inversely with changes in prevailing interest rates. However, at the same time, the convertible security will be influenced by its 'conversion value,' which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock. By investing in convertible securities, the Fund obtains the right to benefit from the capital appreciation potential in the underlying stock upon exercise of the conversion right, while earning higher current income than would be available if the stock were purchased directly. In determining whether to purchase a convertible security, the Adviser will consider the same criteria that would be considered in purchasing the underlying stock. Although convertible securities purchased by the Fund are frequently rated investment grade, the Fund also may purchase unrated securities or securities rated below investment grade if the securities meet the Adviser's other investment criteria. Convertible securities rated below investment grade (a) tend to be more sensitive to interest rate and economic changes, (b) may be obligations of issuers who are less creditworthy than issuers of higher quality convertible securities, and (c) may be more thinly traded due to such securities being less well known to investors than either common stock or conventional debt securities. As a result, the Adviser's own investment research and analysis tends to be more important in the purchase of such securities than other factors. Options on Securities and Indexes. The Fund may purchase and sell put options and call options on securities, indexes or foreign currencies in standardized contracts traded on recognized securities exchanges, boards of trade, or similar entities, or quoted on NASDAQ. The Fund may purchase agreements, sometimes called cash puts, that may accompany the purchase of a new issue of bonds from a dealer. An option on a security (or index) is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option (normally not exceeding nine months). The writer of an option on an individual security or on a foreign currency has the obligation upon exercise of the option to deliver the underlying security or foreign currency upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security or foreign currency. Upon exercise, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. (An index is designed to reflect specified facets of a particular financial or securities market, a specific group of financial instruments or securities, or certain economic indicators.) B-3 The Fund will write call options and put options only if they are "covered." For example, in the case of a call option on a security, the option is "covered" if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or cash equivalents in such amount are held in a segregated account by its custodian) upon conversion or exchange of other securities held in its portfolio. If an option written by the Fund expires, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by the Fund expires, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires. The Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security or index in relation to the exercise price of the option, the volatility of the underlying security or index, and the time remaining until the expiration date. A put or call option purchased by the Fund is an asset of the Fund, valued initially at the premium paid for the option. The premium received for an option written by the Fund is recorded as a deferred credit. The value of an option purchased or written is marked-to-market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked prices. Risks Associated with Options on Securities and Indexes. There are several risks associated with transactions in options. For example, there are significant differences between the securities markets, the currency markets, and the options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or expected events. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. If the Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option would expire and become worthless. If the Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security until the option expired. As the writer of a covered call option on a security, the Fund foregoes, during the B-4 option's life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the exercise price of the call. If trading were suspended in an option purchased or written by the Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it has purchased. Futures Contracts and Options on Futures Contracts. The Fund may use interest rate futures contracts, index futures contracts, and foreign currency futures contracts. An interest rate, index or foreign currency futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument or the cash value of an index/1/ at a specified price and time. A public market exists in futures contracts covering a number of indexes (including, but not limited to: the Standard & Poor's 500 Index, the Value Line Composite Index, and the New York Stock Exchange Composite Index) as well as financial instruments (including, but not limited to: U.S. Treasury bonds, U.S. Treasury notes, Eurodollar certificates of deposit, and foreign currencies). Other index and financial instrument futures contracts are available and it is expected that additional futures contracts will be developed and traded. The Fund may purchase and write call and put futures options. Futures options possess many of the same characteristics as options on securities, indexes and foreign currencies (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. The Fund might, for example, use futures contracts to hedge against or gain exposure to fluctuations in the general level of stock prices, anticipated changes in interest rates or currency fluctuations that might adversely affect either the value of the Fund's securities or the price of the securities that the Fund intends to purchase. Although other techniques could be used to reduce or increase the Fund's exposure to stock price, interest rate and currency fluctuations, the Fund may be able to achieve its exposure more effectively and perhaps at a lower cost by using futures contracts and futures options. The Fund will only enter into futures contracts and futures options that are standardized and traded on an exchange, board of trade, or similar entity, or quoted on an automated quotation system. The success of any futures transaction depends on the Adviser correctly predicting changes in the level and direction of stock prices, interest rates, currency exchange rates and - ------------------------------- /1/ All futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of a securities index is a function of the value of certain specified securities, no physical delivery of those securities is made. B-5 other factors. Should those predictions be incorrect, the Fund's return might have been better had the transaction not been attempted; however, in the absence of the ability to use futures contracts, the Adviser might have taken portfolio actions in anticipation of the same market movements with similar investment results but, presumably, at greater transaction costs. When a purchase or sale of a futures contract is made by the Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of cash or U.S. Government securities or other securities acceptable to the broker ("initial margin"). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract, which is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. The Fund expects to earn interest income on its initial margin deposits. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking-to-market." Variation margin paid or received by the Fund does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract had expired at the close of the previous day. In computing daily net asset value, the Fund will mark-to-market its open futures positions. The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund. Although some futures contracts call for making or taking delivery of the underlying securities, usually these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). If an offsetting purchase price is less than the original sale price, the Fund engaging in the transaction realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund engaging in the transaction realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs must also be included in these calculations. Risks Associated with Futures. There are several risks associated with the use of futures contracts and futures options. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. In trying to increase or reduce market exposure, there can be no guarantee that there will be a correlation between price movements in the futures contract and in the portfolio exposure sought. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given transaction not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as: variations in speculative market demand for futures, futures options and the related securities, including technical influences in futures and futures options trading and differences between the securities B-6 market and the securities underlying the standard contracts available for trading. For example, in the case of index futures contracts, the composition of the index, including the issuers and the weighting of each issue, may differ from the composition of the Fund's portfolio, and, in the case of interest rate futures contracts, the interest rate levels, maturities, and creditworthiness of the issues underlying the futures contract may differ from the financial instruments held in the Fund's portfolio. A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected stock price or interest rate trends. Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses. Stock index futures contracts are not normally subject to such daily price change limitations. There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a futures or futures option position. The Fund would be exposed to possible loss on the position during the interval of inability to close, and would continue to be required to meet margin requirements until the position is closed. In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist. Limitations on Options and Futures. If other options, futures contracts, or futures options of types other than those described herein are traded in the future, the Fund also may use those investment vehicles, provided the board of directors determines that their use is consistent with the Fund's investment objective. The Fund will not enter into a futures contract or purchase an option thereon if, immediately thereafter, the initial margin deposits for futures contracts held by the Fund plus premiums paid by it for open futures option positions, less the amount by which any such positions are "in-the-money,"/2/ would exceed 5% of the Fund's total assets. When purchasing a futures contract or writing a put option on a futures contract, the Fund must maintain with its custodian (or broker, if legally permitted) cash or cash equivalents (including any margin) equal to the market value of such contract. When writing a call option on a futures - --------------------------- /2/ A call option is "in-the-money" if the value of the futures contract that is the subject of the option exceeds the exercise price. A put option is "in-the-money" if the exercise price exceeds the value of the futures contract that is the subject of the option. B-7 contract, the Fund similarly will maintain with its custodian cash or cash equivalents (including any margin) equal to the amount by which such option is in-the-money until the option expires or is closed out by the Fund. The Fund may not maintain open short positions in futures contracts, call options written on futures contracts or call options written on indexes if, in the aggregate, the market value of all such open positions exceeds the current value of the securities in its portfolio, plus or minus unrealized gains and losses on the open positions, adjusted for the historical relative volatility of the relationship between the portfolio and the positions. For this purpose, to the extent the Fund has written call options on specific securities in its portfolio, the value of those securities will be deducted from the current market value of the securities portfolio. In order to comply with Commodity Futures Trading Commission Regulation 4.5 and thereby avoid being deemed a "commodity pool operator," the Fund will use commodity futures or commodity options contracts solely for bona fide hedging purposes within the meaning and intent of Regulation 1.3(z), or, with respect to positions in commodity futures and commodity options contracts that do not come within the meaning and intent of Regulation 1.3(z), the aggregate initial margin and premiums required to establish such positions will not exceed 5% of the fair market value of the assets of the Fund, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into (in the case of an option that is in-the-money at the time of purchase, the in-the-money amount (as defined in Section 190.01(x) of the Commission Regulations) may be excluded in computing such 5%). As long as the Fund continues to sell its shares in certain states and applicable state law or regulation so requires, the Fund's options and futures transactions also will be subject to certain non-fundamental investment restrictions set forth under "Investment Restrictions" in this statement of additional information. Taxation of Options and Futures. If the Fund exercises a call or put option that it holds, the premium paid for the option is added to the cost basis of the security purchased (call) or deducted from the proceeds of the security sold (put). For cash settlement options and futures options exercised by the Fund, the difference between the cash received at exercise and the premium paid is a capital gain or loss. If a call or put option written by the Fund is exercised, the premium is included in the proceeds of the sale of the underlying security (call) or reduces the cost basis of the security purchased (put). For cash settlement options and futures options written by the Fund, the difference between the cash paid at exercise and the premium received is a capital gain or loss. Entry into a closing purchase transaction will result in capital gain or loss. If an option written by the Fund is in-the-money at the time it was written and the security covering the option was held for more than the long- term holding period prior to the writing of the option, any loss realized as a result of a closing purchase transaction will be long-term. The holding period of the securities covering an in-the-money option will not include the period of time the option is outstanding. B-8 If the Fund writes an equity call option/3/ other than a "qualified covered call option," as defined in the Internal Revenue Code, any loss on such option transaction, to the extent it does not exceed the unrealized gains on the securities covering the option, may be subject to deferral until the securities covering the option have been sold. A futures contract held until delivery results in capital gain or loss equal to the difference between the price at which the futures contract was entered into and the settlement price on the earlier of delivery notice date or expiration date. If the Fund delivers securities under a futures contract, the Fund also realizes a capital gain or loss on those securities. For Federal income tax purposes, the Fund generally is required to recognize for each taxable year its net unrealized gains and losses as of the end of the year on futures, futures options and non-equity options positions ("year-end mark-to-market"). Generally, any gain or loss recognized with respect to such positions (either by year-end mark-to-market or by actual closing of the positions) is considered to be 60% long-term and 40% short-term, without regard to the holding periods of the contracts. However, in the case of positions classified as part of a "mixed straddle," the recognition of losses on certain positions (including options, futures and futures options positions, the related securities and certain successor positions thereto) may be deferred to a later taxable year. Sale of futures contracts or writing of call options (or futures call options) or buying put options (or futures put options) that are intended to hedge against a change in the value of securities held by the Fund may affect the holding period of the hedged securities. If the Fund were to enter into a short index future, short index futures option or short index option position and the Fund's portfolio were deemed to "mimic" the performance of the index underlying such contract, the option or futures contract position and the Fund's stock positions may be deemed to be positions in a mixed straddle, subject to the above-mentioned loss deferral rules. In order for the Fund to continue to qualify for Federal income tax treatment as a regulated investment company, at least 90% of its gross income for a taxable year must be derived from qualifying income; i.e., dividends, interest, income derived from loans of securities, and gains from the sale of securities or foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts). In addition, gains realized on the sale or other disposition of securities held for less than three months must be limited to less than 30% of the Fund's annual gross income. Any net gain realized from futures (or futures options) contracts will be considered gain from the sale of securities and therefore be qualifying income for purposes of the 90% requirement. In order to avoid realizing excessive gains on securities - ------------------------------- /3/ An equity option is defined to mean any option to buy or sell stock, and any other option the value of which is determined by reference to an index of stocks of the type that is ineligible to be traded on a commodity futures exchange (e.g., an option contract on a sub-index based on the price of nine hotel-casino stocks). The definition of equity option excludes options on broad-based stock indexes (such as the Standard & Poor's 500 index). B-9 held less than three months, the Fund may be required to defer the closing out of certain positions beyond the time when it would otherwise be advantageous to do so. The Fund intends to distribute to shareholders annually any capital gains that have been recognized for Federal income tax purposes (including year-end mark-to-market gains) on options and futures transactions, together with gains on other Fund investments, to the extent such gains exceed recognized capital losses and any net capital loss carryovers of the Fund. Shareholders will be advised of the nature of such capital gain distributions. Portfolio Turnover Under normal market conditions, the Fund's portfolio turnover rate will vary from year to year, but is expected to be below 50%. Portfolio turnover can occur for a number of reasons such as general conditions in the securities markets, more favorable investment opportunities in other securities, or other factors relating to the desirability of holding or changing a portfolio investment. Because of the Fund's emphasis on minimizing the recognition of ordinary income, the Fund intends to keep portfolio turnover low. A high rate of portfolio turnover in the Fund, if it should occur, would result in increased transaction expense, which must be borne by the Fund. High portfolio turnover also may result in the realization of capital gains or losses and, to the extent net short-term capital gains are realized, any distributions resulting from such gains will be considered ordinary income for Federal income tax purposes. See "Taxes" in the prospectus, and "Additional Tax Information" in this statement of additional information. INVESTMENT RESTRICTIONS The Fund has adopted the following investment restrictions (which may not be changed without the approval of a majority of the Fund's outstanding shares), under which the Fund may not: 1. with respect to 75% of its total assets, invest more than 5% of its total assets, taken at market value at the time of a particular purchase, in the securities of a single issuer, except for securities issued or guaranteed by the Government of the U.S. or any of its agencies or instrumentalities or repurchase agreements for such securities; 2. acquire more than 10%, taken at the time of a particular purchase, of the outstanding voting securities of any one issuer; 3. act as an underwriter of securities, except insofar as it may be deemed an underwriter for purposes of the Securities Act of 1933 on disposition of securities acquired subject to legal or contractual restrictions on resale; 4. purchase or sell real estate (although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate or interests therein), commodities, or commodity contracts, except that it may enter into (a) futures and options on futures and (b) forward contracts; B-10 5. make loans, but this restriction shall not prevent the Fund from (a) investing in debt securities, (b) investing in repurchase agreements, or (c) lending portfolio securities, provided that it may not lend securities if, as a result, the aggregate value of all securities loaned would exceed 33% of its total assets (taken at market value at the time of such loan);/4/ 6. borrow (including entering into reverse repurchase agreements), except that it may (a) borrow up to 33 1/3% of its total assets, taken at market value at the time of such borrowing, as a temporary measure for extraordinary or emergency purposes, but not to increase portfolio income and (b) enter into transactions in options, futures, and options on futures;/5/ 7. invest in a security if more than 25% of its total assets (taken at market value at the time of a particular purchase) would be invested in the securities of issuers in any particular industry, except that this restriction does not apply to securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities; 8. issue any senior security except to the extent permitted under the Investment Company Act of 1940; The Fund's investment objective is not a fundamental restriction and, therefore, a change in the objective is not subject to shareholder approval. However, investors in the Fund will receive written notification at least 30 days' prior to any change in the Fund's investment objective. Non-Fundamental Restrictions The Fund also is subject to the following non-fundamental restrictions and policies, which may be changed by the board of trustees, without shareholder approval. Many of these restrictions are currently required by law or regulation of one or more states in which shares of the Fund are offered for sale. If such laws or regulations were no longer applicable, the Fund expects that certain of the following restrictions (including restrictions (a), (d) through (g), and (i) through (k)) would be revised or eliminated, although no change in the Fund's operations would be expected to result. The Fund may not: a. invest in any of the following: (i) interests in oil, gas, or other mineral leases or exploration or development programs (except readily marketable securities, including but not limited to master limited partnership interests, that may represent indirect interests in oil, gas, or other mineral exploration or development programs); (ii) puts, calls, straddles, spreads, or any - ----------------------- /4/ The Fund has no present intention of investing in repurchase agreements or lending portfolio securities. /5/ The Fund will not purchase securities when total borrowings by the Fund are greater than 5% of its net asset value. B-11 combination thereof if by reason thereof the value of the Fund's aggregate investment in such securities exceed 5% of its total assets (except that the Fund may enter into transactions in options, futures, and options on futures); and (iii) limited partnerships in real estate unless they are readily marketable; b. invest in companies for the purpose of exercising control or management; c. (i) purchase more than 3% of the stock of another investment company or (ii) purchase stock of other investment companies equal to more than 5% of the Fund's total assets (valued at time of purchase) in the case of any one other investment company or (iii) purchase stock of other investment companies equal to more than 10% of the Fund's total assets (valued at time of purchase) in the case of all other investment companies in the aggregate; any such purchases are to be made in the open market where no profit to a sponsor or dealer results from the purchase, other than the customary broker's commission, except for securities acquired as part of a merger, consolidation, acquisition or reorganization;/6/ d. purchase or hold securities of an issuer if 5% of the securities of such issuer are owned by those officers, directors or partners of the Fund or of its investment adviser, who each own beneficially more than 1/2 of 1% of the securities of that issuer; e. purchase securities of issuers (other than issuers of Federal agency obligations or securities issued or guaranteed by any foreign country or asset- backed securities) that, including their predecessors or unconditional guarantors, have been in operation for less than three years, if by reason of such purchase the value of the Fund's investment in all such securities will exceed 5% of its total assets (valued at time of purchase); f. mortgage, pledge, or hypothecate its assets, except as may be necessary in connection with permitted borrowings or in connection with options, futures, and options on futures; g. invest more than 5% of its net assets (valued at time of purchase) in warrants, nor more than 2% of its net assets in warrants that are not listed on the New York or American stock exchange; h. invest more than 10% of its total assets (valued at time of purchase) in securities of foreign issuers; i. buy or sell an option on a security, a futures contract, or an option on a futures contract unless the option, the futures contract, or the option on the futures contract is offered through the facilities of a recognized securities association or listed on a recognized exchange or similar entity; /6/ As long as Fund shares are offered for sale in California and applicable California law or regulation so requires, the Fund will not acquire or retain the shares of other open-end investment companies. B-12 j. purchase a put or call option if the aggregate premiums paid for all put and call options exceed 20% of its net assets (less the amount by which any such positions are in-the-money), excluding put and call options purchased as closing transactions; k. invest more than 5% of its net assets in restricted securities, other than securities eligible for resale pursuant to Rule 144A of the Securities Act of 1933; l. purchase securities on margin (except for use of short-term credits as are necessary for the clearance of transactions), or sell securities short unless (i) the Fund owns or has the right to obtain securities equivalent in kind and amount to those sold short at no added cost or (ii) the securities sold are "when issued" or "when distributed" securities which the Fund expects to receive in recapitalization, reorganization, or other exchange for securities the Fund contemporaneously owns or has the right to obtain and provided that transactions in options, futures, and options on futures are not treated as short sales; or m. invest more than 15% of its net assets (taken at market value at the time of each purchase) in illiquid securities, including repurchase agreements maturing in more than seven days. PERFORMANCE INFORMATION From time to time the Fund may quote total return figures. Total return for a period is the percentage change in value during the period of an investment in a shares of a fund, including the value of shares acquired through reinvestment of all dividends and capital gains distributions. An average annual total return for a given period may be computed by finding the average annual compounded rate that would equate a hypothetical initial amount invested of $1,000 to the value of that investment that could be redeemed at the end of the period, assuming reinvestment of all distributions. Average annual total return is computed as follows: ERV = P(l+T)n Where: P = a hypothetical initial investment 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 the period, at the end of the period (or fractional portion thereof) The Fund imposes no sales charges and pays no distribution expenses. Income taxes are not taken into account. Performance figures quoted by the Fund are not necessarily indicative of future results. The Fund's performance is a function of conditions in the securities markets, portfolio management and operating expenses. Although information about past performance is useful in reviewing the Fund's performance and in providing some basis for comparison with other investment alternatives, it should not be used for comparison with other investments using different reimbursement assumptions or time periods. B-13 In advertising and sales literature, the performance of the Fund may be compared with that of other mutual funds, indexes or averages of other mutual funds, indexes of related financial assets or data, other accounts, limited liability investment companies or partnerships managed or advised by the Adviser, and other competing investment and deposit products available from or through other financial institutions. The composition of these indexes, averages or accounts differs from that of the Fund. The comparison of the Fund to an alternative investment should consider differences in features and expected performance. All of the indexes and averages noted below will be obtained from the indicated sources or reporting services, which the Fund generally believes to be accurate. The Fund also may note (or provide reprints of articles or charts containing) its mention (including performance or other comparative rankings) in newspapers, magazines, or other media from time to time. However, the Fund assumes no responsibility for the accuracy of such data. Newspapers and magazines which might mention the Fund include, but are not limited to, the following: Business Week Money Changing Times The Mutual Fund Letter Chicago Mutual Fund Values (Morningstar) Chicago Tribune Newsweek Chicago Sun-Times The New York Times Crain's Chicago Business Pensions and Investments Consumer Reports Personal Investor Consumer Digest Smart Money Financial World Stanger Reports FA Advisor Time Forbes USA Today Fortune U.S. News and World Report Institutional Investor The Wall Street Journal Investor's Daily Worth Los Angeles Times When a newspaper, magazine, or other publication mentions the Fund, such mention may include: (i) listings of some or all of the Fund's holdings; (ii) descriptions of characteristics of some or all of the securities held by the Fund, including price-earnings ratios, earnings, growth rates and other statistical information, and comparisons of that information to similar statistics for the securities comprising any of the indexes or averages listed below; and (iii) descriptions of the Fund's or a portfolio manager's economic and market outlook, generally and for the Fund. The Fund may compare its performance to the Consumer Price Index (All Urban), a widely recognized measure of inflation. The performance of the Fund may be compared to stock market indexes or averages, including the following widely recognized indicators of general U.S. stock market results: B-14 Russell Mid-Cap Stock Index Russell Mid-Cap Growth Index Russell 1,000 Index Russell 1,000 Growth Index Standard & Poor's 500 Stock Index Standard & Poor's Mid-Cap 400 Index S&P/Barra Mid-Cap Growth Index The Fund's performance may also be compared to mutual fund industry indexes or averages, including the following: Value Line Index; Lipper Capital Appreciation Fund Average; Lipper Growth Funds Average; Lipper General Equity Funds Average; Lipper Equity Funds Average; Lipper Mid-Cap Average; Morningstar Growth Average; Morningstar Aggressive Growth Average; Morningstar U.S. Diversified Average; Morningstar Equity Fund Average; Morningstar Hybrid Fund Average; Morningstar All Equity Funds Average; and Morningstar General Equity Average; Morningstar MidCap/Value Average. The Lipper and Morningstar averages are unweighted averages of total return performance of mutual funds as classified, calculated, and published by Lipper and by Morningstar, Inc. ("Morningstar"), respectively. The Fund may also use comparative performance as computed in a ranking by Lipper or category averages and rankings provided by another independent service. Should Lipper or another service reclassify the Fund to a different category or develop (and place the Fund into) a new category, the Fund may compare its performance or ranking against other funds in the newly assigned category, as published by the service. Moreover, the Fund may compare its performance or ranking against all funds tracked by Lipper or another independent service, and may cite its rating, recognition or other mention by Morningstar or any other entity. Morningstar's rating system is based on risk-adjusted total return performance and is expressed in a star-rating format. The risk-adjusted number is computed by subtracting the Fund's risk score (which is a function of the Fund's monthly returns less the 3-month Treasury bill return) from the Fund's load-adjusted total return score. This numerical score is then translated into rating categories, with the top 10% labeled five star, the next 22.5% labeled four star, the next 35% labeled three star, the next 22.5% labeled two star and the bottom 10% one star. A high rating reflects either above-average returns or below-average risk, or both. To illustrate the historical returns on various types of financial assets, the Fund may use historical data provided by Ibbotson Associates, Inc. ("Ibbotson"), a Chicago-based investment firm. Ibbotson constructs (or obtains) very long-term (since 1926) total return data (including, for example, total return indexes, total return percentages, average annual total returns and standard deviations of such returns) for the following asset types: common stocks, small company stocks, long-term corporate bonds, long-term government bonds, intermediate-term government bonds and U.S. Treasury bills. Similarly, the Fund may use Ibbotson's historical data regarding the Consumer Price Index. The Fund may also use historical data compiled by sources believed by the Fund to be accurate, illustrating the past performance of small-capitalization stocks, large-capitalization stocks, common stocks, equity securities, growth stocks B-15 (small-capitalization, large-capitalization, or both) and value stocks (small-capitalization, large-capitalization, or both). MANAGEMENT OF THE FUND Trustees and officers of the Trust, and their principal business occupations during at least the last five (5) years, are shown below. Trustees deemed to be "interested persons" of the Trust for purposes of the Investment Company Act of 1940 are indicated with an asterisk.
Positions Held Principal Occupations during Name and Age with Registrant Past 5 Years - ------------ --------------- ------------------------------ Richard M. Burridge* Trustee, _____ President, Chief Investment (67) Officer and Portfolio Manager of The Burridge Group Inc. Kenneth M. Arenberg* Trustee, _____ Executive Vice President of The (66) Burridge Group Inc. [name] Trustee (____) [name] Trustee (____) [name] Trustee (____)
The only compensation paid to trustees and officers of the Trust for their services as such consists of a fee of $500 per meeting of the board or any committee thereof attended, paid to trustees who are not interested persons of the Trust or the Adviser. The Trust has no retirement or pension plans. The following table sets forth compensation expected to be paid by the Trust during the fiscal year ending June 30, 1997 to each of the trustees of the Trust. The Trust is not part of a complex of mutual funds. B-16
AGGREGATE COMPENSATION NAME OF TRUSTEE FROM TRUST - --------------- ---------- Richard M. Burridge $ 0 Kenneth M. Arenberg 0 [Trustee #3] 3,000 [Trustee #4] 3,000 [Trustee #5] 3,000
No shares of the Fund were outstanding on the date of this Statement of Additional Information. However, prior to the commencement of public offering of shares of the Fund, the Adviser or one or more of its principals will purchase shares of the Fund at an initial price of $10.00 per share. INVESTMENT ADVISORY SERVICES The Burridge Group Inc. (the "Adviser") provides investment advisory services to the Fund pursuant to an Investment Advisory Agreement dated _________, 1996 (the "Advisory Agreement"). The Adviser is a [Delaware] corporation founded as a registered investment adviser in March, 1986 by Richard M. Burridge and Kenneth M. Arenberg. It employs a growth oriented investment approach in creating a diversified portfolio of equities for corporate, public and Taft-Hartley pension plans, endowments, foundations and private investors. As of [October 31, 1996] it managed over [$1.3 ] billion in assets for clients, including approximately [$420] million for taxable accounts. The Adviser is privately owned by seven principals and has 24 employees. Under the Advisory Agreement, the Adviser bears all ordinary costs and expenses attendant to operating the Fund except the advisory fees, fees paid to non-interested trustees, interest expenses, taxes, portfolio transaction costs, and any extraordinary costs or expenses such as legal, accounting, or other costs or expenses not incurred in the course of the Fund's ongoing operation. For its management and advisory services, for providing shareholder and investor servicing, and for the assumption of the Fund's ordinary operating expenses, the Adviser is paid a monthly comprehensive fee from the Fund based on the Fund's average daily net assets. Under the Advisory Agreement, the Fund pays the Adviser a fee at the annual rate of 1.50% of the first $500 million of its average daily net assets and 1.25% of any excess over $500 million. The Agreements provide that the Adviser shall not be liable for any loss suffered by the Trust or its shareholders as a consequence of any act of omission in connection with investment B-17 advisory or portfolio services under the Advisory Agreement, except by reason of willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its duties or from reckless disregard by the Adviser of its obligations and duties under the Advisory Agreement. The Advisory Agreement may be continued from year to year only so long as the continuance of each is approved annually (a) by the vote of a majority of the trustees of the Trust who are not "interested persons" of the Trust or the Adviser cast in person at a meeting called for the purpose of voting on such approval, and (b) by the board of trustees of the Trust or by the vote of a majority (as defined in the 1940 Act) of the outstanding shares of the Fund. The Advisory Agreement is terminable without penalty, on 60 days' notice, by the trustees of the Trust or by vote of a majority of the outstanding shares of the Fund, or, on not less than 90 days' notice, by the Adviser. The Advisory Agreement automatically terminates in the event of its assignment (as defined in the 1940 Act). The Adviser employs a team of investment professionals who participate in investment strategy formulation and issue selection. The individual responsible for overseeing the implementation of the Adviser's strategy for the Fund is Richard M. Burridge. Mr. Burridge is president and chief investment officer of the Adviser. He has been engaged in the investment management business since 1974 and founded the Adviser in 1986. Mr. Burridge holds a B.S. from the University of Colorado and is a Chartered Financial Analyst. PORTFOLIO TRANSACTIONS AND BROKERAGE Portfolio transactions are placed with those securities brokers and dealers that the Adviser believes will provide the best value in transaction and research services either in a particular transaction or over a period of time. Although some transactions involve only brokerage services, many involve research services as well. In valuing brokerage services, the Adviser makes a judgment as to which brokers are capable of providing the most favorable net price (not necessarily the lowest commission considered alone) and the best execution in a particular transaction. Best execution connotes not only general competence and reliability of a broker, but specific expertise and effort of a broker in overcoming the anticipated difficulties in fulfilling the requirements of particular transactions, because the problems of execution and the required skills and effort vary greatly among transactions. In valuing research services, the Adviser makes a judgment of the usefulness of the research information provided by a broker to the Adviser in managing the Fund. Although the information, e.g., data or recommendations concerning particular securities, sometimes relates to the specific transaction placed with the broker, the research predominately consists of a wide variety of information concerning companies, industries, investment strategy, and economic, financial and political conditions and prospects useful to the Adviser in advising the Fund and other accounts. B-18 The reasonableness of brokerage commissions paid in relation to transaction and research services received is evaluated by the staff of the Adviser on an ongoing basis. The general level of brokerage charges and other aspects of the portfolio transactions for the Fund are reviewed periodically by Trust's board of trustees. The Adviser is the principal source of information and advice to the Fund and is responsible for making and initiating the execution of investment decisions. However, the board of trustees recognizes that it is important for the Adviser, in performing its responsibilities to the Fund, to continue to receive and evaluate the broad spectrum of economic and financial information which many securities brokers have customarily furnished in connection with brokerage transactions, and that in compensating brokers for their services, it is in the interest of the Fund to take into account the value of the information received for use in advising the Fund. Consequently, the Adviser is authorized to allocate the orders placed by it on behalf of the Trust to brokers and dealers who provide research services to the Trust or the Adviser and the commission paid to a broker providing research services may be greater than the amount of commission another broker would charge for the same transaction. The extent, if any, to which receipt of such information may reduce the expenses of the Adviser in providing management services to the Fund is not determinable. In addition, the board of trustees understands that other clients of the Adviser also may benefit from the information obtained for the Fund, in the same manner that the Fund also may benefit from information obtained by the Adviser in performing services for others. Transactions of the Fund in the over-the-counter market and the third market are executed with primary market makers acting as principals except where it is believed that better prices and execution may be obtained from others. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc. and subject to the policy of seeking the best price and execution as stated above, sales of shares of the Fund by a broker-dealer may be considered by the Adviser in the selection of broker-dealers to execute portfolio transactions for the Fund. Although investment decisions for the Fund are made independently from those for other investment advisory clients of the Adviser, the same investment decision may be made for both the Fund and one or more other advisory clients. If both the Fund and other clients purchase or sell the same class of securities on the same day, the transactions will be allocated as to amount and price in a manner considered equitable to each. [The Adviser may place brokerage transactions with brokers affiliated with the distributor, __________________. Commissions paid to such brokers on any transaction will not exceed those paid by the Fund in similar transactions to other brokers.] PURCHASE AND REDEMPTION OF SHARES Purchases and redemptions are discussed in the prospectus under the headings "Purchasing Shares," "Redeeming Shares," "Shareholder Services," and "Net Asset Value." All of that information is incorporated herein by reference. B-19 You may purchase (or redeem) shares of the Fund through investment dealers, banks, or other institutions. However, these institutions may charge for their services or place limitations on the extent to which you may use the services offered by the Fund. The Fund imposes no charges other than those described in the Prospectus and this Statement of Additional Information if shares are purchased (or redeemed) directly from the Fund. The State of Texas requires that the Fund disclose in this Statement of Additional Information, as a reminder to such institutions, that registration as a dealer in Texas is required in order to engage in that activity in Texas. The State of Nebraska requires that the Fund disclose in this Statement of Additional Information, as a reminder to such institutions, that although some such institutions may be exempt from registration under Nebraska law, their agents or employees may be required to register. Net Asset Value. The net asset value of the shares of the Fund is determined as of the close of regular session trading on the New York Stock Exchange ("NYSE") (currently 3:00 p.m., Chicago time) each day the NYSE is open for trading. The net asset value per share of the Fund is determined by dividing the value of all its securities and other assets, less its liabilities, by the number of shares of the Fund outstanding. Investments are stated at current value. Securities listed or admitted to trading on a national securities exchange or the Nasdaq National Market are valued at the last sales price or, if there has been no sale that day, at the most recent bid price. Other securities traded over-the-counter are valued at the last reported bid price. Money market instruments with sixty days or less remaining from the valuation date until maturity are valued on an amortized cost basis. Securities or other assets for which market quotations are not readily available will be valued at a fair value as determined in good faith by or under the direction of Trust's board of trustees. The NYSE is currently closed on weekends and on the following holidays: New Year's Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Redemption in Kind. The Fund intends to pay all redemptions in cash and is obligated to redeem shares solely in cash up to the lesser of $250,000 or one percent of the net assets of the Fund during any 90-day period for any one shareholder. However, redemptions in excess of such limit may be paid wholly or partly by a distribution in kind of readily marketable securities. If redemptions are made in kind, the redeeming shareholders might incur brokerage fees in selling the securities received in the redemptions. TAXES The Fund intends to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code, and thus not be subject to federal income taxes on amounts which it distributes to shareholders. B-20 GENERAL INFORMATION Administrator. Firstar Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (the "Administrator") is the Fund's Administrator. The Fund Administration Servicing Agreement entered into between the Fund and the Administrator relating to the Fund (the "Administration Agreement") will remain in effect until terminated by either party. The Administration Agreement may be terminated at any time, without the payment of any penalty, by the Board of Trustees of the Fund upon the giving of ninety (90) days' written notice to the Administrator, or by the Administrator upon the giving of ninety (90) days' written notice to the Fund. Under the Administration Agreement, the Administrator shall exercise reasonable care and is not liable for any error or judgment or mistake of law or for any loss suffered by the Corporation in connection with the performance of the Administration Agreement, except a loss resulting from willful misfeasance, bad faith or negligence on the part of the Administrator in the performance of its duties under the Administration Agreement. Custodian and Fund Accounting Agent. Firstar Trust Company ("Firstar"), P.O. Box 701, Milwaukee, Wisconsin 53201, acts as Custodian of the securities and other assets of the Fund. As Custodian, Firstar is responsible for, among other things, safeguarding and controlling the Fund's cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Fund's investments. Firstar also performs portfolio accounting services for the Fund. Firstar is not an affiliate of the Adviser or its affiliates. In addition the Fund has entered into a Fund Accounting Servicing Agreement with Firstar Trust Company pursuant to which Firstar Trust Company has agreed to maintain the financial accounts and records of the Fund and provide other accounting services to the Fund. Transfer Agent. Firstar Trust Company also serves as transfer agent and dividend disbursing agent for the Fund under a Shareholder Servicing Agent Agreement. As transfer and dividend disbursing agent, Firstar Trust Company has agreed to (i) issue and redeem shares of the Fund, (ii) make dividend and other distributions to shareholders of the Fund, (iii) respond to correspondence by Fund shareholders and others relating to its duties, (iv) maintain shareholder accounts, and (v) make periodic reports to the Fund. Auditors. Arthur Andersen LLP, 33 West Monroe Street, Chicago, Illinois 60603 serves as the Trust's independent auditors, providing services including (i) audit of the annual financial statements, (ii) assistance and consultation in connection with Securities and Exchange Commission filings, and (iii) review of the annual income tax returns filed on behalf of the Fund. Distributor. The shares of the Fund are offered for sale on a continuous basis through _________________ ("Distributor") without any sales commissions or charges to the Fund or to their shareholders. The Distributor acts pursuant to a written Distribution Agreement with the Trust which continues from year to year, provided such continuance is approved annually (i) by a majority of the trustees or by a majority of the outstanding voting securities of the affected Fund and (ii) by a majority of the trustees who are not parties to the Agreement or interested persons of B-21 any such party. The Adviser pays, as a part of its agreement to pay all of the ordinary operating expenses of the Fund, all expenses in connection with registration of shares of the Fund with the Securities and Exchange Commission and fees in connection with registration of shares under the various state blue sky laws and assumes the cost of preparation of prospectuses and other expenses. The Adviser bears all sales and promotional expenses from its own resources. As agent, the Distributor offers shares of the Fund to investors in states where the shares are qualified for sale, at net asset value, without sales commissions or other sales load. The Distributor offers the Fund's shares only on a best-efforts basis. [The Distributor or another broker affiliated with the Distributor may receive brokerage commissions on purchases and sales of portfolio securities by the Fund. Those amounts, if any, are described under "Portfolio Transactions and Brokerage."] FINANCIAL STATEMENTS [Seed money balance sheet to be inserted by amendment.] B-22 PART C OTHER INFORMATION ITEM 24. Financial Statements and Exhibits (a) Financial Statements: (1) Financial Statements included in Part A of this registration statement: None. (2) Financial Statements included in Part B of this amendment: Statements of Assets and Liabilities at ________________, 1996 (to be filed by amendment) (b) Exhibits: 1 Agreement and Declaration of Trust of the registrant 2 Bylaws of the registrant 3 None 4 None (registrant does not issue share certificates.) 5 Form of Investment Advisory Agreement between the registrant and The Burridge Group Inc. (To be filed by amendment) 6 None 7 None 8 Form of Custodian Agreement among the registrant, The Burridge Group Inc. and Firstar Trust Company 9.1 Form of Transfer Agency Agreement among the registrant, The Burridge Group Inc. and Firstar Trust Company 9.2 Form of Fund Accounting Services Agreement among the registrant, The Burridge Group Inc. and Firstar Trust Company 9.3 Form of Fund Administration Servicing Agreement among the registrant, The Burridge Group Inc. and Firstar Trust Company 10 Opinion and Consent of Counsel (to be filed by amendment) 11 Consent of Independent Auditors (to be filed by amendment) 12 None 13 Form of Subscription Agreement between the registrant and The Burridge Group Inc. (to be filed by amendment) 14 Burridge Funds Individual Retirement Account Custodial Agreement and Disclosure Statement and related applications (to be filed by amendment) 15 None 16 Not applicable 17 Not applicable 18 Form of account application (to be filed by amendment) ITEM 25. Persons Controlled by or Under Common Control With Registrant. The registrant does not consider that there are any persons directly or indirectly controlling, controlled by, or under common control with, the registrant within the meaning of this item. The information in the prospectus under the caption "Management of the Fund" and in the Statement of Additional Information under the caption "Management of the Fund" and the first paragraph under the caption "Investment Advisory Services" is incorporated herein by reference. ITEM 26. Number of Holders of Securities. Number of Record Holders Title of Series as of , 1996 --------------- --------------------- Burridge Growth Fund 0 ITEM 27. Indemnification. See Article VIII of registrant's Agreement and Declaration of Trust. [In addition, Burridge Funds maintains a trustees and officers liability insurance policy with maximum coverage of $____million under which Burridge Funds and its trustees and officers will be named insureds.] Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to trustees, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ITEM 28. Business and Other Connections of Investment Adviser. The information in the prospectus in the second, third and fourth paragraphs under the caption "Management of the Fund" is incorporated herein by reference. For a description of other business, profession, vocation or employment of a substantial nature in which any general partner, managing general partner, director or officer of The Burridge Group Inc. has engaged during the last two years for his account or in the capacity of director, officer, employee, partner or trustee, see the information under the caption "Management of the Fund" in the statement of additional information. ITEM 29. Principal Underwriters. (a) [insert name of distributor] (the "Distributor") also acts as principal underwriter for the following investment companies: (b) The following table sets forth information regarding each director and executive officer of the Distributor: Position and Offices Position and Offices Name with Distributor with Registrant ------------------------- -------------------- -------------------- The principal business address of all officers and directors of the Distributor is. ITEM 30. Location of Accounts and Records. (1) Firstar Trust Company P.O. Box 701 Milwaukee, Wisconsin 53201 (2) Kenneth M. Arenberg Burridge Funds 115 South LaSalle Street Chicago, Illinois 60603 ITEM 31. Management Services. Not applicable. ITEM 32. Undertakings. (a) Not applicable. (b) Registrant undertakes to file a post-effective amendment, using financial statements of the series designated Burridge Growth Fund that need not be certified, within four to six months after effectiveness of this registration statement. (c) Registrant undertakes to furnish to each person to whom a prospectus is delivered with a copy of the registrant's latest annual report to shareholders, upon request and without charge. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago and state of Illinois on September 9, 1996. Burridge Funds By /s/ Kenneth M. Arenberg President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated. /s/ Kenneth M. Arenberg Trustee and President (principal executive and accounting officer) September 9, 1996 Index of Exhibits Filed with this Registration Statement --------------------------------------------------------
Exhibit Sequential number Exhibit page - ------- ------- ---------- 1 Agreement and Declaration of Trust of the registrant 2 Bylaws of the registrant 3 None 4 None (registrant does not issue share certificates.) 5 Form of Investment Advisory Agreement between the * registrant and The Burridge Group Inc. 6 None 7 None 8 Form of Custodian Agreement among the registrant, The Burridge Group Inc. and Firstar Trust Company 9.1 Form of Transfer Agency Agreement among the registrant, The Burridge Group Inc. and Firstar Trust Company 9.2 Form of Fund Accounting Services Agreement among the registrant, The Burridge Group Inc. and Firstar Trust Company 9.3 Form of Fund Administration Servicing Agreement among the registrant, The Burridge Group Inc. and Firstar Trust Company 10 Opinion and Consent of Counsel * 11 Consent of Independent Auditors * 12 None 13 Form of Subscription Agreement between the registrant and * The Burridge Group Inc. 14 The Burridge Funds Individual Retirement Account Custodial Agreement and Disclosure Statement and Related applications * 15 None 16 Not applicable 17 Not applicable 18 Form of account application * * To be filed by amendment.
EX-99.1 2 DECLARATION & AMENDMENT OF TRUST EXHIBIT 1 BURRIDGE FUNDS ------------------------ AGREEMENT AND DECLARATION OF TRUST ------------------------ AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, this 29th day of August, 1996 by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. WITNESSETH that WHEREAS, this Trust has been formed to carry on the business of an investment company; and WHEREAS, the Trustees have agreed to manage all property coming into their hands as trustees of a Massachusetts business trust in accordance with the provisions hereinafter set forth. NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets, which they may from time to time acquire in any manner as Trustees hereunder, IN TRUST to manage and dispose of the same upon the following terms and conditions for the pro rata benefit of the holders from time to time of Shares in this Trust as hereinafter set forth. ARTICLE I NAME AND DEFINITIONS Name - ---- Section 1. This Trust shall be known as "Burridge Funds", and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. Definitions - ----------- Section 2. Whenever used herein, unless otherwise required by the context or specifically provided: (a) The "Trust" refers to the Massachusetts business trust established by this Agreement and Declaration of Trust, as amended from time to time; (b) "Trustees" refers to the Trustee or Trustees of the Trust named herein or elected in accordance with Article IV; (c) "Shares" means the equal proportionate transferable units of interest into which the beneficial interest in the Trust shall be divided from time to time or, if more than one series of Shares is authorized by the Trustees, the equal proportionate units into which each series of Shares shall be divided from time to time or, if more than one class of Shares of any series is authorized by the Trustees, the equal proportionate units into which each class of such series of Shares shall be divided from time to time; (d) "Shareholder" means a record owner of Shares; (e) The "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time; (f) The terms "Affiliated Person," "Assignment," "Commission," "Interested Person," "Principal Underwriter" and "Majority Shareholder Vote" (the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable) shall have the meanings given them in the 1940 Act; (g) "Declaration of Trust" shall mean this Agreement and Declaration of Trust as amended or restated from time to time; and (h) "By-Laws" shall mean the By-Laws of the Trust as amended from time to time. ARTICLE II PURPOSE The purpose of the Trust is to engage in the business of a management investment company and to provide investors a managed investment primarily in securities, commodities and debt instruments. ARTICLE III SHARES Division of Beneficial Interest - ------------------------------- Section 1. The Shares of the Trust shall be issued in one or more series as the Trustees may, without Shareholder approval, authorize. The Trustees may, without Shareholder approval, divide the Shares of any series into two or more classes, Shares of each such class having such preferences or special or relative rights or privileges (including conversion rights, if any) as the 2 Trustees may determine and as are not inconsistent with any provision of this Declaration of Trust. Each series shall be preferred over all other series in respect of the assets allocated to that series. The beneficial interest in each series shall at all times be divided into Shares, without par value, each of which shall, except as the Trustees may otherwise authorize in the case of any series that is divided into two or more classes, represent an equal proportionate interest in the series with each other Share of the same series, none having priority or preference over another. The number of Shares authorized shall be unlimited, and the Shares so authorized may be represented in part by fractional shares. The Trustees may from time to time divide or combine the Shares of any series or class into a greater or lesser number without thereby changing the proportionate beneficial interests in the series or class. Ownership of Shares - ------------------- Section 2. The ownership of Shares shall be recorded on the books of the Trust or its transfer or similar agent. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent of the Trust, as the case may be, shall be conclusive as to who are the Shareholders of each series and class and as to the number of Shares of each series and class held from time to time by each Shareholder. Investments in the Trust; Assets of the Series - ---------------------------------------------- Section 3. The Trustees may accept investments in the Trust from such persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as they from time to time authorize. All consideration received by the Trust for the issue or sale of Shares of each series, together with all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the series of Shares with respect to which the same were received by the Trust for all purposes, subject only to the rights of creditors, and shall be so handled upon the books of account of the Trust and are herein referred to as "assets of" such series. No Preemptive Rights - -------------------- Section 4. Shareholders shall have no preemptive or other right to receive, purchase or subscribe for any additional Shares or other securities issued by the Trust. 3 Status of Shares and Limitation of Personal Liability - ----------------------------------------------------- Section 5. Shares shall be deemed to be personal property giving only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to the rights of said decedent under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust, shall have any power to bind personally any Shareholder, nor except as specifically provided herein to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. Derivative Claims - ----------------- Section 6. No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of this Trust or any series without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable injury to the Trust or series would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth in reasonable detail the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or series, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. ARTICLE IV THE TRUSTEES Election; Removal - ----------------- Section 1. The number of Trustees shall be fixed by the Trustees, except that, subsequent to any sale of Shares pursuant to a public offering, there shall be not less than three Trustees. Any vacancies occurring in the Board of Trustees may be filled by the Trustees if, immediately after filling any such vacancy, at least two-thirds of the Trustees then holding office shall have been elected to such office by the Shareholders. In the event that at any time less than a majority of the Trustees then holding office were elected to such office by the Shareholders, the Trustees shall call a meeting of Shareholders for the purpose of electing Trustees. Each Trustee elected by 4 the Shareholders or by the Trustees shall serve until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor, or until he or she sooner dies, resigns or is removed. The initial Trustees, each of whom shall serve until the first meeting of Shareholders at which Trustees are elected and until his or her successor is elected and qualified, or until he or she sooner dies, resigns or is removed, shall be John Kingston, III and such other persons as the Trustee or Trustees then in office shall, prior to any sale of Shares pursuant to a public offering, appoint. By vote of a majority of the Trustees then in office, the Trustees may remove a Trustee with or without cause. At any meeting called for the purpose, a Trustee may be removed, with or without cause, by vote of the holders of two-thirds of the outstanding Shares. Effect of Death, Resignation, etc. of a Trustee - ----------------------------------------------- Section 2. The death, declination, resignation, retirement, removal or incapacity of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Powers - ------ Section 3. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust and may amend and repeal them to the extent that such By-Laws do not reserve that right to the Shareholders; they may fill vacancies in their number, including vacancies resulting from increases in their number, and may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees, including an executive committee which may, when the Trustees are not in session, exercise some or all of the power and authority of the Trustees as the Trustees may determine; they may appoint an advisory board, the members of which shall not be Trustees and need not be Shareholders; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder services agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set record dates for the determination of Shareholders with respect to various matters, and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian or underwriter. Without limiting the foregoing, the Trustees shall have power and authority: (a) To invest and reinvest in securities, options, futures contracts, options on futures contracts and other property, and to hold cash uninvested; 5 (b) To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities or other assets; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise; (f) Subject to the provisions of Article III, Section 3, to allocate assets, liabilities and expenses of the Trust to a particular series of Shares or to apportion the same among two or more series, provided that any liabilities or expenses incurred by a particular series of Shares shall be payable solely out of the assets of that series; and to the extent necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any classes of Shares, to allocate assets, liabilities, income and expenses of a series to a particular class of Shares of that series or to apportion the same among two or more classes of Shares of that series; (g) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security of which is or was held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security held in the Trust; (h) To join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (i) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust on any matter in controversy, including but not limited to claims for taxes; 6 (j) To enter into joint ventures, general or limited partnerships and any other combinations or associations; (k) To borrow funds, securities or other assets; (1) To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any of or all of such obligations or obligations incurred pursuant to subparagraph (k) hereof; (m) To purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability; and (n) To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit- sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust. The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investments by Trustees. Except as otherwise provided herein or from time to time in the By-Laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of the Trustees (a quorum being present), within or without Massachusetts, including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting, or by written consents of a majority of the Trustees then in office. Payment of Expenses by Trust - ---------------------------- Section 4. The Trustees are authorized to pay or to cause to be paid out of the principal or income of the Trust, or partly out of principal and partly out of income, as they deem fair, all 7 expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, investment adviser or manager, principal underwriter, auditor, counsel, custodian, transfer agent, Shareholder services agent and such other agents or independent contractors, and such other expenses and charges, as the Trustees may deem necessary or proper to incur, provided, however, that all expenses, fees, charges, taxes and liabilities incurred or arising in connection with a particular series of Shares, as determined by the Trustees, shall be payable solely out of the assets of that series. Ownership of Assets of the Trust - -------------------------------- Section 5. Title to all of the assets of each series of Shares and of the Trust shall at all times be considered as vested in the Trustees. Advisory, Management and Distribution - ------------------------------------- Section 6. Subject to a favorable Majority Shareholder Vote, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services with The Burridge Group Inc., or any other partnership, corporation, trust, association or other organization (the "Adviser"), every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority to determine from time to time what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested, and to make changes in the Trust's investments. The Trustees may also, at any time and from time to time, contract with the Adviser or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter or distributor or agent of or for any corporation, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter's or distributor's contract, or transfer, shareholder services or other agency contract may have been or may hereafter be made, or that any organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that 8 (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter's or distributor's contract, or transfer, Shareholder services or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter's or distributor's contract, or transfer, shareholder services or other agency contract with one or more other corporations, trusts, associations or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS Voting Powers - ------------- Section 1. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any Adviser as provided in Article IV, Section 6, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7, and (v) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or class except: (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. The placing of a shareholder's name on a proxy pursuant to telephone or electronically transmitted instructions obtained pursuant to procedures reasonably designed to 9 verify that such instructions have been authorized by such shareholder shall constitute execution of such proxy by or on behalf of such shareholder in writing. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders. Voting Power and Meetings - ------------------------- Section 2. Meetings of Shareholders of the Trust or of any series or class may be called by the Trustees or such other person or persons as may be specified in the By-Laws and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series or class shall be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application. The Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders. Quorum and Required Vote - ------------------------ Section 3. Shares representing thirty percent of the votes entitled to vote shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series or class shall vote as a series or class, then Shares representing thirty percent of the votes of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. Any lesser number, however, shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws, Shares representing a majority of the votes voted shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series or class shall vote as a series or class, then Shares representing a majority of the votes of that series or class voted on the matter (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that series or class is concerned. Action by Written Consent - ------------------------- Section 4. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of 10 Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. Additional Provisions - --------------------- Section 5. The By-Laws may include further provisions for Shareholders' votes and meetings and related matters. ARTICLE VI DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES, AND DETERMINATION OF NET ASSET VALUE Distributions - ------------- Section 1. The Trustees may, but need not, each year distribute to the Shareholders of each series or class such income and gains, accrued or realized, as the Trustees may determine, after providing for actual and accrued expenses and liabilities (including such reserves as the Trustees may establish) determined in accordance with good accounting practices. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital and their determination shall be binding upon the Shareholders. Distributions of each year's income of each series, if any, may be made in one or more payments, which shall be in Shares, in cash or otherwise and on a date or dates and as of a record date or dates determined by the Trustees. At any time and from time to time in their discretion, the Trustees may distribute to the Shareholders of any one or more series or classes as of a record date or dates determined by the Trustees, in Shares, in cash or otherwise, all or part of any gains realized on the sale or disposition of property of the series or otherwise, or all or part of any other principal of the Trust attributable to the series. In the case of any series not divided into two or more classes of Shares, each distribution pursuant to this Section 1 shall be made ratably according to the number of Shares of the series held by the several Shareholders on the applicable record date thereof, provided that no distribution need be made on Shares purchased pursuant to orders received, or for which payment is made, after such time or times as the Trustees may determine. In the case of any series divided into two or more classes, each distribution pursuant to this Section 1 may be made in whole or in such parts as the Trustees may determine to the Shareholders of any one or more classes, and the distribution to the Shareholders of any class shall be made ratably according to the number of Shares of the class (but need not be made ratably according to the number of Shares of the series, considered without regard to class) held by the several Shareholders on the record date thereof, provided that no distribution need be made on Shares purchased pursuant to orders received, or for which payment is made, after such time or times as the Trustees may determine. Any such distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with Section 7 of this Article VI. 11 Redemptions and Repurchases - --------------------------- Section 2. Any holder of Shares of the Trust may by presentation of a written request, together with his or her certificates, if any, for such Shares, in proper form for transfer, at the office of the Trust or at a principal office of a transfer agent appointed by the Trust, redeem his or her Shares for the net asset value thereof determined and computed in accordance with the provisions of this Section 2 and the provisions of Section 7 of this Article VI. Upon receipt by the Trust or its transfer agent of such written request for redemption of Shares, such Shares shall be redeemed at the net asset value per share of the appropriate series next determined after such Shares are tendered in proper order for transfer to the Trust or determined as of such other time fixed by the Trustees as may be permitted or required by the 1940 Act, provided that no such tender shall be required in the case of Shares for which a certificate or certificates have not been issued, and in such case such Shares shall be redeemed at the net asset value per share of the appropriate series next determined after such request has been received or determined at such other time fixed by the Trustees as may be permitted or required by the 1940 Act. The obligation of the Trust to redeem its Shares of each series or class as set forth above in this Section 2 shall be subject to the conditions that during any time of emergency, as hereinafter defined, such obligation may be suspended by the Trust by or under authority of the Trustees for such period or periods during such time of emergency as shall be determined by or under authority of the Trustees. If there is such a suspension, any Shareholder may withdraw any demand for redemption and any tender of Shares which has been received by the Trust during any such period and any tender of Shares, the applicable net asset value of which would but for such suspension be calculated as of a time during such period. Upon such withdrawal, the Trust shall return to the Shareholder the certificates therefor, if any. For the purposes of any such suspension, "time of emergency" shall mean, either with respect to all Shares or any series of Shares, any period during which: a. the New York Stock Exchange is closed other than for customary weekend and holiday closings; or b. the Trustees or authorized officers of the Trust shall have determined, in compliance with any applicable rules and regulations of the Securities and Exchange Commission, either that trading on the New York Stock Exchange is restricted, or that an emergency exists as a result of which (i) disposal by the Trust of securities owned by it is not reasonably practicable or (ii) it is not reasonably practicable for the Trust fairly to determine the current value of its net assets; or c. the suspension or postponement of such obligations is permitted by order of the Securities and Exchange Commission. The Trust may also purchase, repurchase or redeem Shares in accordance with such other methods, upon such other terms and subject to such other conditions as the Trustees may from 12 time to time authorize at a price not exceeding the net asset value of such Shares in effect when the purchase or repurchase or any contract to purchase or repurchase is made. Payment in Kind - --------------- Section 3. Subject to any generally applicable limitation imposed by the Trustees, any payment on redemption of Shares may, if authorized by the Trustees, be made wholly or partly in kind, instead of in cash. Such payment in kind shall be made by distributing securities or other property constituting, in the opinion of the Trustees, a fair representation of the various types of securities and other property then held by the series of Shares being redeemed (but not necessarily involving a portion of each of the series' holdings) and taken at their value used in determining the net asset value of the Shares in respect of which payment is made. Redemptions at the Option of the Trust - -------------------------------------- Section 4. The Trust shall have the right at its option and at any time to redeem Shares of any Shareholder at the net asset value thereof as determined in accordance with Section 7 of Article VI of this Declaration of Trust: (i) if at such time such Shareholder owns fewer Shares than, or Shares having an aggregate net asset value of less than, an amount determined from time to time by the Trustees; or (ii) to the extent that such Shareholder owns Shares of a particular series of Shares equal to or in excess of a percentage of the outstanding Shares of that series (determined without regard to class) determined from time to time by the Trustees; or (iii) to the extent that such Shareholder owns Shares of the Trust representing a percentage equal to or in excess of such percentage of the aggregate number of outstanding Shares of the Trust or the aggregate net asset value of the Trust determined from time to time by the Trustees. Dividends, Distributions, Redemptions and Repurchases - ----------------------------------------------------- Section 5. No dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any series) with respect to, nor any redemption or repurchase of, the Shares of any series (or of any class) shall be effected by the Trust other than from the assets of such series (or of the series of which such class is a part). Additional Provisions Relating to Redemptions and Repurchases - ------------------------------------------------------------- Section 6. The completion of redemption of Shares shall constitute a full discharge of the Trust and the Trustees with respect to such shares, and the Trustees may require that any certificate or certificates issued by the Trust to evidence the ownership of such Shares shall be surrendered to the Trustees for cancellation or notation. Determination of Net Asset Value - -------------------------------- Section 7. The term "net asset value" of the Shares of each series or class shall mean: (i) the value of all the assets of such series or class; (ii) less the total liabilities of such series or class; (iii) divided by the number of Shares of such series or class outstanding, in each case at the time of each determination. The "number of Shares of such series or class outstanding" for the 13 purposes of such computation shall be exclusive of any Shares of such series or class to be redeemed and not then redeemed as to which the redemption price has been determined, but shall include Shares of such series or class presented for repurchase and not then repurchased and Shares of such series or class to be redeemed and not then redeemed as to which the redemption price has not been determined and Shares of such series or class the sale of which has been confirmed. Any fractions involved in the computation of net asset value per share shall be adjusted to the nearer cent unless the Trustees shall determine to adjust such fractions to a fraction of a cent. The Trustees, or any officer or officers or agent of this Trust designated for the purpose by the Trustees, shall determine the net asset value of the Shares of each series or class, and the Trustees shall fix the times as of which the net asset value of the Shares of each series or class shall be determined and shall fix the periods during which any such net asset value shall be effective as to sales, redemptions and repurchases of, and other transactions in, the Shares of such series or class, except as such times and periods for any such transaction may be fixed by other provisions of this Declaration of Trust or by the By-Laws. In valuing the portfolio investments of any series or class for determination of net asset value per share of such series or class: (a) Each security for which market quotations are readily available shall be valued at current market value determined by methods specified by the Board of Trustees; (b) Each other security, including any security within (a) for which the specified price does not appear to represent a dependable quotation for such security as of the time of valuation, shall be valued at a fair value as determined in good faith by the Trustees; (c) Any cash on hand shall be valued at the face amount thereof; (d) Any cash on deposit, accounts receivable, and cash dividends and interest declared or accrued and not yet received, any prepaid expenses, and any other current asset shall be valued at the face amount thereof, unless the Trustees shall determine that any such item is not worth its face amount, in which case such asset shall be valued at a fair value determined in good faith by the Trustees; and (e) Any other asset shall be valued at a fair value determined in good faith by the Trustees. Notwithstanding the foregoing, short-term debt obligations, commercial paper and repurchase agreements may be, but need not be, valued on the basis of quoted yields for securities of comparable maturity, quality and type, or on the basis of amortized cost. Liabilities of any series or class for accounts payable for investments purchased and for Shares tendered for redemption and not then redeemed as to which the redemption price has been 14 determined shall be stated at the amounts payable therefor. In determining the net asset value of any series or class, the person or persons making such determination on behalf of the Trust may include in liabilities such reserves, estimated accrued expenses and contingencies as such person or persons may in its, his or their best judgment deem fair and reasonable under the circumstances. Any income dividends and gains distributions payable by the Trust shall be deducted as of such time or times on the record date therefor as the Trustees shall determine. The manner of determining the net assets of any series or class or of determining the net asset value of the Shares of any series or class may from time to time be altered as necessary or desirable in the judgment of the Trustees to conform to any other method prescribed or permitted by any applicable law or regulation. Determinations under this Section 7 made in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned. ARTICLE VII COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES Compensation - ------------ Section 1. The Trustees as such shall be entitled to reasonable compensation from the Trust; they may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust. Limitation of Liability - ----------------------- Section 2. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, adviser or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he or she would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. 15 ARTICLE VIII INDEMNIFICATION Trustees, Officers, etc. - ------------------------ Section 1. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided that (a) such Covered Person shall provide security for his undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person's failure to fulfill his undertaking or (c) a majority of the Trustees who are disinterested persons and who are not Interested Persons (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification. Compromise Payment - ------------------ Section 2. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication in a decision on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person is liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office, indemnification shall be provided if (a) approved as in the best interest of the Trust, after notice that it involves such indemnification, by at least a majority of the Trustees who are disinterested persons and are not Interested Persons (provided that a majority of such Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (but not a 16 full trial-type inquiry) that such Covered Person is not liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (but not a full-trial type inquiry) to the effect that such indemnification would not protect such Covered Person against any liability to the Trust to which such Covered Person would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction to have been liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Indemnification Not Exclusive; Definitions - ------------------------------------------ Section 3. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VIII, the term "Covered Person" shall include such person's heirs, executors and administrators, and a "disinterested person" is a person against whom none of the actions, suits or other proceedings in question or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of such persons. Shareholders - ------------ Section 4. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability, but only out of the assets of the particular series of Shares of which he or she is or was a Shareholder. 17 ARTICLE IX MISCELLANEOUS Trustees, Shareholders, etc. Not Personally Liable; Notice - ---------------------------------------------------------- Section 1. All persons extending credit to, contracting with or having any claim against the Trust or a particular series of Shares shall look only to the assets of the Trust or the assets of that particular series of Shares for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer shall give notice that this Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder individually. Trustee's Good Faith Action, Expert Advice, No Bond or Surety - ------------------------------------------------------------- Section 2. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable for his or her own wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. Liability of Third Persons Dealing with Trustees - ------------------------------------------------ Section 3. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. 18 Duration and Termination of Trust - --------------------------------- Section 4. Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be terminated at any time by vote of Shareholders holding at least two-thirds of the Shares of each series entitled to vote or by the Trustees by written notice to the Shareholders. Any series of Shares may be terminated at any time by vote of Shareholders holding at least two-thirds of the votes represented by the outstanding Shares of such series entitled to vote or by the Trustees by written notice to the Shareholders of such series. Upon termination of the Trust or of any one or more series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets to distributable form in cash or shares or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the series involved, ratably according to the number of Shares of such series held by the several Shareholders of such series on the date of termination, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any classes of Shares of that series, provided that any distribution to the Shareholders of a particular class of Shares shall be made to such Shareholders pro rata in proportion to the number of Shares of such class held by each of them. Filing of Copies, References, Headings - -------------------------------------- Section 5. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of State of The Commonwealth of Massachusetts and with the Clerk of the City of Boston, as well as any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions such as "herein," "hereof" and "hereunder," shall be deemed to refer to this instrument as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts, each of which shall be deemed an original. Applicable Law - -------------- Section 6. This Declaration of Trust is made in The Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts 19 business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. Amendments - ---------- Section 7. This Declaration of Trust may be amended at any time by an instrument in writing signed by a majority of the then Trustees when authorized so to do by a vote of the holders of a majority of the votes represented by outstanding Shares entitled to vote, except that an amendment which shall affect the holders of one or more series or classes of Shares but not the holders of all outstanding series and classes shall be authorized by vote of holders of a majority of the votes represented by outstanding Shares entitled to vote of each series and class affected and no vote of Shareholders of a series or class not affected shall be required. Amendments having the purpose of changing the name of the Trust or of supplying any omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision contained herein shall not require authorization by Shareholder vote. IN WITNESS WHEREOF the undersigned has hereunto set his hand in the City of Boston, Massachusetts for himself and his assigns, as of this 29th day of August, 1996. /s/ John Kingston, III ------------------------------- John Kingston, III One International Place Boston, Massachusetts 02110 THE COMMONWEALTH OF MASSACHUSETTS Boston ss. August 29, 1996 Then personally appeared the above-named Trustee and acknowledged the foregoing instrument to be his free act and deed, before me, ----------------------------- Notary Public My commission expires: ___ (Notary's Seal) The address of the Trust is 115 South LaSalle Street, Chicago, Illinois 60603. The Resident Agent of the Trust is CT Corporation, 2 Oliver Street, Boston, Massachusetts 02109. 20 EX-99.2 3 BYLAWS EXHIBIT 2 BURRIDGE FUNDS BYLAWS ------ Table of Contents ----------------- Section 1. Agreement and Declaration of Trust and Principal Office.... 1 1.1 Agreement and Declaration of Trust...................... 1 1.2 Principal Office of the Trust........................... 1 Section 2. Shareholders............................................... 1 2.1 Shareholder Meetings.................................... 1 2.2 Place of Meetings....................................... 1 2.3 Notice of Meetings...................................... 1 2.4 Ballots................................................. 2 2.5 Proxies................................................. 2 Section 3. Trustees................................................... 2 3.1 Committees.............................................. 2 3.2 Regular Meetings........................................ 2 3.3 Special Meetings........................................ 2 3.4 Notice.................................................. 2 3.5 Quorum.................................................. 2 3.6 Trustee Retirement...................................... 3 Section 4. Officers and Agents........................................ 3 4.1 Enumeration; Qualification.............................. 3 4.2 Powers.................................................. 3 4.3 Election................................................ 3 4.4 Tenure.................................................. 3 4.5 President............................................... 3 4.6 Vice Presidents......................................... 3 4.7 Treasurer............................................... 3 4.8 Secretary.........................................................4 Section 5. Resignations and Removals..........................................4 Section 6. Vacancies..........................................................4 Section 7. Shares of Beneficial Interest......................................4 7.1 Share Certificates................................................4 7.2 Loss of Certificates..............................................5 7.3 Discontinuance of Issuance of Certificates........................5 Section 8. Record Date and Closing Transfer Books.............................5 Section 9. Seal...............................................................5 Section 10. Execution of Papers................................................5 Section 11. Fiscal Year........................................................5 Section 12. Amendments.........................................................5 ii BYLAWS ------ OF -- BURRIDGE FUNDS -------------- Section 1. Agreement and Declaration of Trust and Principal Office -------------------------- 1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of Burridge Funds, a Massachusetts business trust established by the Declaration of Trust (the "Trust"). 1.2 Principal Office of the Trust. The principal office of the Trust shall be located in Chicago, Illinois. Section 2. Shareholders. ----------------------- 2.1. Shareholder Meetings. A meeting of the shareholders of the Trust or of any one or more series or classes of shares may be called at any time by the Trustees, by the chairman, the president or, if the Trustees, the chairman and the president shall fail to call any meeting of shareholders for a period of 30 days after written application of one or more shareholders who hold at least 10% of all outstanding shares of the Trust, if shareholders of all series are required under the Declaration of Trust to vote in the aggregate and not by individual series at such meeting, or of any series or class, if shareholders of such series or class are entitled under the Declaration of Trust to vote by individual series or class at such meeting, then such shareholders may call such meeting. If the meeting is a meeting of the shareholders of one or more series or classes of shares, but not a meeting of all shareholders of the Trust, then only the shareholders of such one or more series or classes shall be entitled to notice of and to vote at the meeting. Each call of a meeting shall state the place, date, hour and purposes of the meeting. 2.2 Place of Meetings. All meetings of the shareholders shall be held at the principal office of the Trust, or, to the extent permitted by the Declaration of Trust, at such other place within the United States as shall be designated by the Trustees or the president of the Trust. 2.3 Notice of Meetings. A written notice of each meeting of shareholders, stating the place, date and hour and the purposes of the meeting, shall be given at least seven days before the meeting to each shareholder entitled to vote thereat by leaving such notice with him or her or at his or her residence or usual place of business or by mailing it, postage prepaid, and addressed to such shareholder at his or her address as it appears in the records of the Trust. Such notice shall be given by the secretary or an assistant secretary or by an officer designated by the Trustees. No notice of any meeting of shareholders need be given to a shareholder if a written waiver of notice, executed before or after the meeting by such shareholder or his or her attorney thereunto duly authorized, is filed with the records of the meeting. 2.4 Ballots. No ballot shall be required for any election unless requested by a shareholder present or represented at the meeting and entitled to vote in the election. 2.5. Proxies. Shareholders entitled to vote may vote either in person or by proxy in writing dated not more than six months before the meeting named therein, which proxies shall be filed with the secretary or other person responsible to record the proceedings of the meeting before being voted. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting. Section 3. Trustees ------------------- 3.1 Committees. The Trustees may appoint from their number an executive committee and other committees. Except as the Trustees may otherwise determine, any such committee may make rules for conduct of its business. Unless otherwise provided by resolution of the Board of Trustees, the Executive Committee shall have and may exercise all powers of the Board of Trustees in the management of the business and affairs of the Trust that may lawfully be exercised by an executive committee, except the power to recommend to shareholders any matter requiring shareholder approval, amend the Declaration of Trust or By-Laws, or approve any merger or share exchange that does not require shareholder approval. 3.2 Regular Meetings. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. 3.3 Special Meetings. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting; when called by the chairman, the president or the treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the secretary or an assistant secretary or by the officer or one of the Trustees calling the meeting. 3.4 Notice. It shall be sufficient notice to a Trustee to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. 3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then in office shall constitute a quorum; provided, however, a quorum shall not be less than two. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. 2 3.6 Trustee Retirement. Any Trustee shall retire as a Trustee as of the end of the calendar year in which the Trustee attains the age of 75 years. Section 4. Officers and Agents ------------------------------ 4.1 Enumeration; Qualification. The officers of the Trust shall be a president, a treasurer, a secretary and such other officers, if any, as the Trustees from time to time may in their discretion elect or appoint. The Trust may also have such agents, if any, as the Trustees from time to time may in their discretion appoint. Any officer may be but none need be a Trustee or shareholder. Any two or more offices may be held by the same person. 4.2 Powers. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to his or her office as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate, including without limitation the power to make purchases and sales of portfolio securities of the Trust pursuant to recommendations of the Trust's investment adviser in accordance with the policies and objectives of the Trust set forth in its prospectus and with such general or specific instructions as the Trustees may from time to time have issued. 4.3 Election. The president, the treasurer and the secretary shall be elected annually by the Trustees. Other officers, if any, may be elected or appointed by the Trustees at any time. 4.4 Tenure. The president, the treasurer and the secretary shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each other officer shall hold office at the pleasure of the Trustees. Each agent shall retain his or her authority at the pleasure of the Trustees. 4.5 President. The president shall be the chief executive officer of the Trust and shall preside at all shareholders' meetings and at all meetings of the Board of Trustees. 4.6 Vice Presidents. In the absence of the president, or in the event of the president's inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting shall have all the powers of the president. Any vice president shall have such other duties and powers as shall be designated from time to time by the Trustees or the president. 4.7 Treasurer. The treasurer shall be the chief financial and accounting officer of the Trust and subject to any arrangement made by the Trustees with a bank or trust company or other organization as custodian or transfer or shareholder services agent, shall be in charge of its valuable papers and its books of account and accounting records, and shall have such duties and powers as shall be designated from time to time by the Trustees or the president. Any assistant treasurer shall have such duties and powers as shall be designated from time to time by the Trustees. 3 4.8 Secretary. The secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books shall be kept at the principal office of the Trust. In the absence of the secretary from any meeting of shareholders or Trustees, an assistant secretary, or if there be none or he or she is absent, a temporary clerk chosen at the meeting, shall record the proceedings thereof in the aforesaid books. Section 5. Resignations and Removals ------------------------------------ Any Trustee, officer or board committee member may resign at any time by delivering his or her resignation in writing to the president, the treasurer or the secretary or to a meeting of the Trustees. The Trustees may remove any officer elected by them with or without cause by the vote of a majority of the Trustees then in office. Except to the extent expressly provided in a written agreement with the Trust, no Trustee, officer, or board committee member resigning, and no officer, or board committee member removed, shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. Section 6. Vacancies -------------------- A vacancy in any office may be filled at any time. Each successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary, until his or her successor is chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Section 7. Shares of Beneficial Interest ---------------------------------------- 7.1 Share Certificates. No certificates certifying the ownership of shares shall be issued except as the Trustees may otherwise authorize. In the event that the Trustees authorize the issuance of share certificates, subject to the provisions of Section 7.3, each shareholder shall be entitled to a certificate stating the number of whole shares owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the chairman, the president or a vice president and by the treasurer or secretary. Such signatures may be facsimiles if the certificate is signed by a transfer agent or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue. In lieu of issuing certificates for shares, the Trustees or the transfer agent may either issue receipts therefor or keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof. 4 7.2 Loss of Certificates. In the case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees may prescribe. 7.3 Discontinuance of Issuance of Certificates. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust. Section 8. Record Date and Closing Transfer Books ------------------------------------------------- The Trustees may fix in advance a time, which shall not be more than 60 days before the date of any meeting of shareholders or the date for the payment of any dividend or making of any other distribution to shareholders, as the record date for determining the shareholders having the right to notice and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any of such purposes close the transfer books for all or any part of such period. Section 9. Seal --------------- The seal of the Trust shall, subject to alteration by the Trustees, consist of a flat-faced circular die with the word "Massachusetts," together with the name of the Trust and the year of its organization, cut or engraved thereon; but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust. Section 10. Execution of Papers ------------------------------- Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Trust shall be signed, and all transfers of securities standing in the name of the Trust shall be executed, by the president or by one of the vice presidents or by the treasurer or by whomsoever else shall be designated for that purpose by the vote of the Trustees and need not bear the seal of the Trust. Section 11. Fiscal Year ----------------------- Except as from time to time otherwise provided by the Trustees, the fiscal year of the Trust shall end on June 30. Section 12. Amendments ---------------------- These Bylaws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority. 5 EX-99.8 4 CUSTODIAN AGREEMENT EXHIBIT 8 CUSTODIAN AGREEMENT THIS AGREEMENT made on _______________________________, 1996, between Burridge Funds, a Massachusetts business trust, the Burridge Group, Inc. (the "Adviser"), and FIRSTAR TRUST COMPANY, a corporation organized under the laws of the State of Wisconsin (hereinafter called "Custodian"), WHEREAS, Burridge Funds is an open-ended management investment company under the Investment Company Act of 1940 currently having shares of a single series, Burridge Growth Fund, hereinafter called the "Fund"; WHEREAS, the Fund desires that its securities and cash shall be hereafter held and administered by Custodian pursuant to the terms of this Agreement; and WHEREAS, the Fund and the Adviser have entered into an Investment Advisory Agreement with Burridge Funds (the "Investment Advisory Agreement") for the Fund whereby the Adviser has agreed, among other things, to pay certain expenses on behalf of the Fund; NOW, THEREFORE, in consideration of the mutual agreements herein made, the Fund and Custodian agree as follows: 1. DEFINITIONS The word "securities" as used herein includes stocks, shares, bonds, debentures, notes, mortgages or other obligations, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or in any property or assets. The words "officers' certificate" shall mean a request or direction or certification in writing signed in the name of Burridge Funds on behalf of the Fund by any two of the President, a Vice President, the Secretary and the Treasurer of Burridge Funds, or any other persons duly authorized to sign by the Board of Trustees. The word "Board" shall mean Board of Trustees of Burridge Funds. 2. NAMES, TITLES, AND SIGNATURES OF THE FUND'S OFFICERS An officer of Burridge Funds will certify to Custodian the names and signatures of those persons authorized to sign the officers' certificates described in Section 1 hereof, and the names of the members of the Board, together with any changes which may occur from time to time. ADDITIONAL SERIES. The Burridge Funds is authorized to issue separate classes of shares of beneficial interest representing interests in separate investment portfolios. In the event Burridge Funds establishes one or more additional series of shares with respect to which it desires to have the Custodian render services under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such services will be covered by the terms and conditions of this Agreement. 3. RECEIPT AND DISBURSEMENT OF MONEY A. Custodian shall open and maintain a separate account or accounts in the name of the Fund, subject only to draft or order by Custodian acting pursuant to the terms of this Agreement. Custodian shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund. Upon receipt of proper instructions, which may by their terms be continuing instructions when deemed appropriate by the parties, Custodian shall make payments of cash to, or for the account of, the Fund from such cash only: (a) for the purchase of securities for the portfolio of the Fund upon the delivery of such securities to Custodian, registered in the name of the Fund or of the nominee of Custodian referred to in Section 7 or in proper form for transfer; all securities accepted by Custodian shall be accompanied by payment of, or a "due bill" for, (a) any dividends, interest, or other distributions of the issuer, due the purchaser; (b) in the case of a purchase effected through a clearing agency or book entry system, in accordance with the conditions set forth in Section 15 hereof; (c) in the case of repurchase agreements entered into between the Fund and Custodian, or another bank; (i) against delivery of the securities either in certificate form or through an entry crediting Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by Custodian along with written evidence of the agreement by Custodian to repurchase such securities from the Fund. (b) for the repurchase or redemption of shares of beneficial interest of the Fund upon delivery thereof to Custodian, or upon proper instructions from Burridge Funds; (c) for the payment of interest, dividends, taxes, investment adviser's fees or operating expenses (including, without limitation thereto, fees for legal, accounting, auditing and custodian services and expenses for printing and postage); (d) for payments in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Fund held by or to be delivered to Custodian; or 2 (e) for other proper corporate purposes certified by resolution of the Board. Before making any such payment, Custodian shall receive (and may rely upon) an officers' certificate requesting such payment and stating that it is for a purpose permitted under the terms of items (a), (b), (c), or (d) of this Subsection A, and also, in respect of item (e), upon receipt of an officers' certificate specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made, provided, however, that an officers' certificate need not precede the disbursement of cash for the purpose of purchasing a money market instrument, or any other security with same or next-day settlement, if the President, a Vice President, the Secretary or the Treasurer of Burridge Funds issues appropriate oral or facsimile instructions to Custodian and an appropriate officers' certificate is received by Custodian within two business days thereafter. B. Custodian shall collect on a timely basis all income and other payments with respect to registered securities held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payables. Custodian is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received by Custodian for the account of the Fund. Custodian shall collect on a timely basis all income and other payment with respect to bearer of securities if, on the date of payment by the issuer, such securities are held by Custodian and shall credit such income, as collected, to the Fund's custodian account. In any case in which Custodian does not receive any such due and unpaid income within a reasonable time after it has made proper demands for the same (which shall be presumed to consist of at least one demand letter and at least three telephonic demands), it shall so notify the applicable Fund in writing, including copies of all demand letters, any written responses thereto, and memoranda of all oral responses thereto and to telephonic demands, and await proper instructions; Custodian shall not be obliged to take legal action for collection unless and until reasonably indemnified to its satisfaction. It shall also notify the applicable Fund as soon as reasonably practicable whenever income due on securities, in respect to which such Fund requests such notice, is not collected in due course. C. Custodian shall, upon receipt of proper instructions, make federal funds available to the Fund as of specified times agreed upon from time to time by the Fund and the custodian in the amount of checks received in payment for shares of the Fund which are deposited into the Fund's account. D. In any and every case where payment for purchase of securities for the account of the Fund is made by Custodian in advance of receipt of the securities purchased, in the absence of specific written instructions from Burridge Funds on behalf of the Fund to so pay in advance, Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by Custodian, except that in the case of repurchase agreements entered into by the Fund with a bank which is a member of the Federal Reserve System, Custodian may transfer funds to the account of such bank prior to the receipt of written evidence that the securities subject to such repurchase agreement have been transferred by book-entry into a segregated non- proprietary account of Custodian maintained with a Federal 3 Reserve Bank or of the safe-keeping receipt, provided that such securities have in fact been so transferred by book entry. 4. RECEIPT OF SECURITIES Custodian shall hold in a separate account, and physically segregated at all times from those of any other persons, firms, or corporations, pursuant to the provisions of this Agreement, all non-cash property, including securities received by it from or for the account of the Fund, provided that securities may be maintained in a securities depository or book entry system in accordance with the conditions set forth in Section 15 of this Agreement. All such non-cash property, including securities, shall be held or disposed of by Custodian for, and subject at all times to the instructions, of Burridge Funds on behalf of the Fund and pursuant to the terms of this Agreement. Custodian shall have no power or authority to assign, hypothecate, pledge, or otherwise dispose of any such securities and investments, except pursuant to the direction of Burridge Funds on behalf of the Fund and only for the account of the Fund as set forth in paragraph 5 of this Agreement. 5. SEGREGATED ACCOUNTS Upon receipt of proper instructions, the Custodian shall establish and maintain a segregated account(s) for and on behalf of the portfolio, into which account(s) may be transferred cash and/or securities. 6. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES Custodian shall have sole power to release or deliver any securities of the Fund held by it pursuant to this Agreement. Custodian agrees to transfer, exchange or deliver securities held by it hereunder only upon receipt of proper instructions, which may by their terms be continuing instructions when deemed appropriate by the parties, and only: (a) for sales of such securities for the account of the Fund upon receipt by Custodian of payment therefor; (b) when such securities are called, redeemed or retired or otherwise become payable; (c) for examination by any broker selling any such securities in accordance with "street delivery" custom; (d) in exchange for, or upon conversion into, other securities alone or other securities and cash whether pursuant to any plan of merger, consolidation, reorganization, recapitalization or readjustment, or otherwise; 4 (e) upon conversion of such securities pursuant to their terms into other securities; (f) upon exercise of subscription, purchase or other similar rights represented by such securities; (g) for the purpose of exchanging interim receipts or temporary securities for definitive securities; (h) for the purpose of redeeming in kind shares of common stock of the Fund upon delivery thereof to Custodian; or (i) upon receipt of payment in connection with any repurchase agreement related to such securities entered into by the Funds; (j) for other proper corporate purposes. As to any deliveries made by Custodian pursuant to items (a), (b), (d), (e), (f), and (g), securities or cash receivable in exchange therefore shall be deliverable to Custodian. Before making any such transfer, exchange or delivery, Custodian shall receive (and may rely upon) an officers' certificate requesting such transfer, exchange or delivery, and stating that it is for a purpose permitted under the terms of items (a), (b), (c), (d), (e), (f), (g), (h), or (i) of this Section 5 and also, in respect of item (j), upon receipt of an officers' certificate specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made, provided, however, that an officers' certificate need not precede any such transfer, exchange or delivery of a money market instrument, or any other security with same or next-day settlement, if the President, a Vice President, the Secretary or the Treasurer of the Fund issues appropriate oral or facsimile instructions to Custodian and an appropriate officers' certificate is received by Custodian within two business days thereafter. 7. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS Unless and until Custodian receives an officers' certificate to the contrary, Custodian shall: (a) present for payment all coupons and other income items held by it for the account of the Fund, which call for payment upon presentation and hold the cash received by it upon such payment for the account of the Fund; (b) collect interest and cash dividends received, with notice to the Fund, for the account of the Fund; (c) hold for the account of the Fund hereunder all stock dividends, rights and similar securities issued with respect to any securities held by it hereunder; and (d) execute, as agent on behalf of the Fund, all necessary ownership certificates required by the Internal Revenue Code or the Income Tax Regulations of the United States Treasury Department or under the laws of any state now or hereafter in effect, inserting the Fund's name on such certificates as the owner of the securities covered thereby, to the extent it may lawfully do so. 5 8. REGISTRATION OF SECURITIES Except as otherwise directed by an officers' certificate, Custodian shall register all securities, except such as are in bearer form, in the name of the Fund or of any nominee for the Fund or of any registered nominee of Custodian as defined in the Internal Revenue Code and any Regulations of the Treasury Department issued hereunder or in any provision of any subsequent federal tax law exempting such transaction from liability for stock transfer taxes, and shall execute and deliver all such certificates in connection therewith as may be required by such laws or regulations or under the laws of any state. Custodian shall use its best efforts to the end that the specific securities held by it hereunder shall be at all times identifiable in its records. Burridge Funds shall from time to time furnish to Custodian appropriate instruments to enable Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee, any securities which it may hold for the account of the Fund and which may from time to time be registered in the name of the Fund. All securities accepted by Custodian on behalf of the Fund shall be in "street" or other good delivery form. 9. VOTING AND OTHER ACTION Neither Custodian nor any nominee of Custodian shall vote any of the securities held hereunder by or for the account of the Fund, except in accordance with the instructions contained in an officers' certificate. Custodian shall deliver, or cause to be executed and delivered, to the Fund all notices, proxies and proxy soliciting materials with relation to such securities, such proxies to be executed by the registered holder of such securities (if registered otherwise than in the name of the Fund), but without indicating the manner in which such proxies are to be voted. Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, Custodian shall transmit promptly to the Fund all written information received by Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, Custodian shall transmit promptly to the Fund all written information received by Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify Custodian at least two business days prior to the date on which Custodian is to take action. 10. TRANSFER TAX AND OTHER DISBURSEMENTS The Fund shall pay or reimburse Custodian from time to time for any transfer taxes payable upon transfers of securities made hereunder. The Adviser shall pay or reimburse Custodian from time to time for all other necessary and proper disbursements and expenses made or incurred by Custodian in the performance of this Agreement. 6 Custodian shall execute and deliver such certificates in connection with securities delivered to it or by it under this Agreement as may be required under the provisions of the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, or under the laws of any state, to exempt from taxation any exemptable transfers and/or deliveries of any such securities. 11. CONCERNING CUSTODIAN Custodian shall be paid by the Adviser as compensation for its services pursuant to this Agreement such compensation as may from time to time be agreed upon in writing among the parties. Until modified in writing, such compensation shall be as set forth in Exhibit A attached hereto. So long as and to the extent that it exercises reasonable care, Custodian shall not be liable for any action taken in good faith upon any certificate herein described or certified copy of any resolution of the Board, and may rely on the genuineness of any such document which it may in good faith believe to have been validly executed. The Fund agrees to indemnify and hold harmless Custodian and its nominee from all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) incurred or assessed against it or by its nominee in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct. Custodian is authorized to charge any account of the Fund for such items. In the event of any advance of cash for any purpose made by Custodian resulting from orders or instructions of the Fund, or in the event that Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefore. Custodian agrees to indemnify and hold harmless Fund from all charges, expenses, assessments, and claims/liabilities (including counsel fees) incurred or assessed against it in connection with the performance of this agreement, except such as may arise from the Fund's own negligent action, negligent failure to act, or willful misconduct. 12. SUBCUSTODIANS Custodian is hereby authorized to engage another bank or trust company as a Subcustodian for all or any part of the Fund's assets, so long as any such bank or trust company is a bank or trust company organized under the laws of any state of the United States, having an aggregate capital, surplus and undivided profit, as shown by its last published report, of not less than Two Million Dollars ($2,000,000) and provided further that, if the Custodian utilizes the services of a Subcustodian, the Custodian shall remain fully liable and responsible for any losses caused to the Fund by the Subcustodian as fully as if the Custodian was directly responsible for any such losses under the terms of the Custodian Agreement. 7 Notwithstanding anything contained herein, if the Fund requires the Custodian to engage specific Subcustodians for the safekeeping and/or clearing of assets, the Fund agrees to indemnify and hold harmless Custodian from all claims, expenses and liabilities incurred or assessed against it in connection with the use of such Subcustodian in regard to the Fund's assets, except as may arise from its own negligent action, negligent failure to act or willful misconduct. 13. REPORTS BY CUSTODIAN Custodian shall furnish the Fund periodically as agreed upon with a statement summarizing all transactions and entries for the account of Fund. Custodian shall furnish to the Fund, at the end of every month, a list of the portfolio securities showing the aggregate cost of each issue and a list of all securities transactions that remain unsettled at such time. The books and records of Custodian pertaining to its actions under this Agreement shall be open to inspection and audit at reasonable times by officers of, and of auditors employed by, the Fund. 14. TERMINATION OR ASSIGNMENT This Agreement may be terminated by the Fund, or by Custodian, on ninety (90) days notice, given in writing and sent by registered mail to Custodian at P.O. Box 2054, Milwaukee, Wisconsin 53201, or to the Fund at 115 South La Salle Street, Chicago, Illinois 60603, as the case may be. Upon any termination of this Agreement, pending appointment of a successor to Custodian or a vote of the shareholders of the Fund to dissolve or to function without a custodian of its cash, securities and other property, Custodian shall not deliver cash, securities or other property of the Fund to the Fund, but may deliver them to a bank or trust company, which is a "bank" defined in the Investment Company Act of 1940, of its own selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report of not less than Twenty-five Million Dollars ($25,000,000) as a Custodian for the Fund to be held under terms similar to those of this Agreement, provided, however, that Custodian shall not be required to make any such delivery or payment until full payment shall have been made by the Fund of all liabilities constituting a charge on or against the properties then held by Custodian or on or against Custodian, and until full payment shall have been made to Custodian of all its fees, compensation, costs and expenses, subject to the provisions of Section 10 of this Agreement. This Agreement may not be assigned by Custodian without the consent of the Fund, authorized or approved by a resolution of its Board. 15. DEPOSITS OF SECURITIES IN SECURITIES DEPOSITORIES Custodian may deposit and/or maintain securities owned by the Funds in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the system authorized by the U.S. Department of the Treasury and certain federal agencies, each of which is referred to herein as "a Securities System," in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: 8 1. Custodian may keep securities of the Fund in a Securities System provided that such securities are represented in an account ("Account") of Custodian in the Securities System which shall not include any assets of Custodian other than assets held as a fiduciary, custodian, or otherwise for customers. 2. The records of Custodian with respect to securities of the Fund which are maintained in the Securities System shall identify by book-entry those securities belonging to the Fund. 3. Custodian shall pay for securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of Custodian to reflect such payment and transfer for the account of the Fund. Custodian shall transfer securities sold or loaned for the account of a Fund upon (i) receipt of advice from the Securities System that payment or collateral for such securities has been transferred to the Account, and (ii) the making of an entry on the records of Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by Custodian and be provided to the Fund at its request. 4. Custodian shall promptly provide Burridge Funds with any report obtained by Custodian on the Securities System's accounting system, internal accounting control, and procedures for safeguarding securities deposited in the Securities System. 5. Anything to the contrary herein notwithstanding, Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reasons of any negligence, misfeasance, or misconduct or Custodian or any of its agents or of any of its or their employees or from failure of Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of Custodian with respect to any claim against the Securities System or any other person which Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage. 6. Custodian shall not be authorized to act under this Section in the absence of an appropriate certificate of Burridge Funds that the Board has approved the use of a particular Securities Systems and any changes to arrangements in connection therewith. 9 16. INDEPENDENT ACCOUNTANTS Custodian shall provide the Fund, at such times as Burridge Funds may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, including securities deposited and/or maintained in a Securities System, relating to the services provided by Custodian under this Agreement; such reports, which shall be of sufficient scope and in sufficient detail, as may reasonably be required by Burridge Funds, to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are not such inadequacies, shall so state. 17. RECORDS Custodian shall prepare and maintain any records relating to its activities hereunder in such manner as will meet the obligations of Burridge Funds pursuant to the provisions of the Investment Company Act of 1940, as amended, or the rules and regulations promulgated thereunder, and applicable federal and state tax laws and regulations. To the extent that Custodian in any capacity prepares or maintains any records required to be maintained and preserved by the Fund pursuant to the provisions of the Investment Company Act of 1940, as amended, or the rules and regulations promulgated thereunder, Custodian agrees to make any such records available to the Fund, its auditors, and the Securities Exchange Commission upon request and to preserve such records for the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940, as amended and applicable federal and state tax laws and regulations. 18. DISCLAIMER OF LIABILITY This Agreement is executed on behalf of Burridge Funds by its officers in their capacity as officers and not individually. The obligations of Burridge Funds under this Agreement are not binding upon Burridge Funds' trustees, officers, or shareholders individually but are binding only upon the assets and property of the Fund. Burridge Funds' Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and their respective corporate seals to be affixed hereto as of the date first above-written by their respective officers thereunto duly authorized. Executed in several counterparts, each of which is an original. Attest: FIRSTAR TRUST COMPANY By - -------------------------------- ----------------------------- Assistant Secretary Vice President 10 Attest: BURRIDGE FUNDS By - -------------------------------- ----------------------------- Attest: THE BURRIDGE GROUP, INC. By - -------------------------------- ----------------------------- 11 EX-99.9.1 5 TRANSFER AGENT AGREEMENT EXHIBIT 9.1 TRANSFER AGENT AGREEMENT THIS AGREEMENT is made and entered into on this ___________________________ day of August, 1996, by and among Burridge Funds, a Massachusetts business trust, the Burridge Group, Inc. (the "Adviser"), and Firstar Trust Company, a corporation organized under the laws of the state of Wisconsin (hereinafter referred to as the "Agent"). WHEREAS, Burridge Funds is an open-ended management investment company which is registered under the InvestmenT Company Act of 1940 currently having shares of a single series designated Burridge Growth Fund, hereinafter called the "Fund." WHEREAS, the Adviser has entered into an Investment Advisory Agreement with Burridge Funds (the "Investment Advisory Agreement") for the fund whereby the Adviser has agreed, among other things, to pay certain expenses on behalf of the Fund; and WHEREAS, the Agent is a trust company and, among other things, is in the business of administering transfer and dividend disbursing agent functions for the benefit of its customers; NOW, THEREFORE, the Fund, the Adviser, and the Agent do mutually promise and agree as follows: 1. TERMS OF APPOINTMENT; DUTIES OF THE AGENT Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Agent to act as transfer agent and dividend disbursing agent. The Agent shall perform all of the customary services of a transfer agent and dividend disbursing agent, and as relevant, agent in connection with accumulation, open account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), in accordance with the conditions and procedures set forth in the prospectus and Statement of Additional Information relating to the Fund as in effect from time to time (together, the "Prospectus") including but not limited to: A. Receive orders for the purchase of shares, with prompt delivery where appropriate, of payment and supporting documentation to the Fund's custodian; B. Process purchase orders and issue the appropriate number of certificated or uncertificated shares with such uncertificated shares being held in the appropriate shareholder account; C. Process redemption requests received in good order and, where relevant, deliver appropriate of payment and supporting documentation to the Fund's custodian; D. Pay monies in accordance with the instructions of redeeming shareholders; E. Process transfers of shares in accordance with the shareholder's instructions; F. Process exchanges between funds within the same family of funds; G. Issue and/or cancel certificates as instructed; replace lost, stolen or destroyed certificates upon receipt of satisfactory indemnification or surety bond; H. Prepare and transmit or credit payments for dividends and distributions declared by the Fund; I. Make changes to shareholder records, including, but not limited to, address changes in plans (i.e., systematic withdrawal, automatic investment, dividend reinvestment, etc.); J. Record the issuance of shares of the Fund and maintain, pursuant to Securities Exchange Act of 1934 Rule 17ad-10(e), a record of the total number of shares of the Fund which are authorized, issued and outstanding; K. Prepare shareholder meeting lists and, if applicable, mail, receive and tabulate proxies; L. Mail shareholder reports and prospectuses to current shareholders; M. Prepare and file U.S. Treasury Department forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders; N. Provide shareholder account information upon request and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Fund; and O. Provide a Blue Sky System which will enable the Fund to monitor the total number of shares sold in each state. In addition, the Fund shall identify to the Agent in writing those transactions and assets to be treated as exempt from the Blue Sky reporting to the Fund for each state. The responsibility of the Agent for the Fund's Blue Sky state registration status is solely limited to the initial compliance by the Fund and the reporting of such transactions to the Fund. 2. COMPENSATION The Adviser agrees to pay the Agent for performance of the duties listed in this Agreement fees as may be agreed from time to time in writing and for reasonable out-of-pocket expenses which shall include, but are not limited to the following: printing, postage, forms, stationery, record retention, mailing, insertion, programming, labels, shareholder lists and proxy expenses. These fees and reimbursable expenses may be changed from time to time subject to mutual written agreement between the Fund and the Agent. The Adviser agrees to pay all fees and reimbursable expenses within thirty (30) calendar days following the mailing of the billing notice. 3. REPRESENTATIONS OF AGENT The Agent represents and warrants to the Fund that: A. It is a trust company duly organized, existing and in good standing under the laws of Wisconsin; -2- B. It is a registered transfer agent under the Securities Exchange Act of 1934 as amended. C. It is duly qualified to carry on its business in the state of Wisconsin; D. It is empowered under applicable laws and by its charter and bylaws to enter into and perform this Agreement; E. All requisite corporate proceedings have been taken to authorize it to enter and perform this Agreement; F. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; and G. It will comply with all applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, and any laws, rules, and regulations of governmental authorities having jurisdiction. 4. REPRESENTATIONS OF THE FUND The Fund represents and warrants to the Agent that: A. The Fund is an open-ended diversified investment company under the Investment Company Act of 1940; B. The Fund is a business trust organized, existing, and in good standing under the laws of Massachusetts; C. The Fund is empowered under applicable laws and by its Declaration of Trust and bylaws to enter into and perform this Agreement; D. All necessary proceedings required by the Declaration of Trust have been taken to authorize it to enter into and perform this Agreement; E. The Fund will comply with all applicable requirements of the Securities and Exchange Acts of 1933 and 1934, as amended, the Investment Company Act of 1940, as amended, and any laws, rules and regulations of governmental authorities having jurisdiction; and F. A registration statement under the Securities Act of 1933 is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all shares of the Fund being offered for sale. 5. COVENANTS OF FUND AND AGENT The Fund shall furnish the Agent a certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of the Agent and the execution of this Agreement. The Fund shall provide to the Agent a copy of the Declaration of Trust, bylaws of the Trust, and all amendments thereto. -3- The Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the rules thereunder, the Agent agrees that all such records prepared or maintained by the Agent relating to the services to be performed by the Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such section and rules and will be surrendered to the Fund on and in accordance with its request. 6. INDEMNIFICATION; REMEDIES UPON BREACH The Agent shall exercise reasonable care and act in good faith in the performance of its duties under this Agreement. The Agent shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond the Agent's control, except a loss resulting from the Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless the Agent from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Agent may sustain or incur or which may be asserted against the Agent by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to the Agent by any duly authorized officer of the Fund, such duly authorized officer to be included in a list of authorized officers furnished to the Agent and as amended from time to time in writing by resolution of the Board of Trustees of the Fund. Further, the Fund will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit as a result of the negligence of the Fund or the principal underwriter (unless contributed to by the Agent's breach of this Agreement or other Agreements between the Fund and the Agent, or the Agent's own negligence or bad faith); or as a result of the Agent acting upon telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent under a standard of care customarily used in the industry to have originated from the record owner of the subject shares; or as a result of acting in reliance upon any genuine instrument or stock certificate signed, countersigned, or executed by any person or persons authorized to sign, countersign, or execute the same. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of the Agent. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provisions for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Fund shall be entitled to inspect the Agent's premises and operating capabilities at any time during regular business hours of the Agent, upon reasonable notice to the Agent. Regardless of the above, the Agent reserves the right to reprocess and correct administrative errors at its own expense. -4- In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Fund may be asked to indemnify or hold the Agent harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Agent will use all reasonable care to notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Agent against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify the Agent and thereupon the Fund shall take over complete defense of the claim, and the Agent shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The Agent shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Agent except with the Fund's prior written consent. The Agent shall indemnify and hold the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Fund by any person arising out of any action taken or omitted to be taken by the Agent as a result of the Agent's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. 7. CONFIDENTIALITY The Agent agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Fund and its shareholders, which shall not be disclosed to any other party, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Agent may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such information by duly constituted authorities. 8. ADDITIONAL SERIES. The Burridge Funds is authorized to issue separate classes of shares of beneficial interest representing interests in separate investment portfolios. In the event Burridge Funds establishes one or more additional series of shares with respect to which it desires to have the Agent render services under the terms hereof, it shall so notify the Agent in writing, and if the Agent agrees in writing to provide such services, such services will be covered by the terms and conditions of this agreement. 9. RECORDS The Agent shall keep records relating to the services to be performed hereunder, in the form and manner, and for such period as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of The Investment Company Act of 1940 as amended (the "Investment Company Act"), and the rules thereunder. The Agent agrees that all such records prepared or maintained by the Agent relating to the services to be performed by the Agent hereunder are the property of the Fund and will be preserved, maintained, and made available with such section and rules of the Investment Company Act and will be promptly surrendered to the Fund on and in accordance with its request. 10. WISCONSIN LAW TO APPLY This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the state of Wisconsin. -5- 11. AMENDMENT, ASSIGNMENT, TERMINATION AND NOTICE A. This Agreement may be amended by the mutual written consent of the parties. B. This Agreement may be terminated upon ninety (90) day's written notice given by one party to the other. C. This Agreement and any right or obligation hereunder may not be assigned by either party without the signed, written consent of the other party. D. Any notice required to be given by the parties to each other under the terms of this Agreement shall be in writing, addressed and delivered, or mailed to the principal place of business of the other party. If to the Agent, such notice should to be sent to _______________. If to the Adviser, such notice should be sent to __________________. If to the Fund, such notice should be sent to _________________. E. In the event that the Fund gives to the Agent its written intention to terminate and appoint a successor transfer agent, the Agent agrees to cooperate in the transfer of its duties and responsibilities to the successor, including any and all relevant books, records and other data established or maintained by the Agent under this Agreement. F. Should the Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be paid by the Adviser. 12. DISCLAIMER OF LIABILITY This Agreement is executed on behalf of Burridge Funds by its officers in their capacity as officers and not individually. The obligations of Burridge Funds under this Agreement are not binding upon Burridge Funds' trustees, officers, or shareholders individually but are binding only upon the assets and property of the Fund. Burridge Funds' Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. BURRIDGE FUNDS FIRSTAR TRUST COMPANY By: By: ------------------------------ ------------------------------ Attest: Attest: -------------------------- -------------------------- Assistant Secretary BURRIDGE GROUP, INC. By: ------------------------------ Attest: -------------------------- -6- EX-99.9.2 6 FUND ACCOUNTING SERVICES AGREEMENT EXHIBIT 9.2 FUND ACCOUNTING SERVICING AGREEMENT This contract among Burridge Funds, a Massachusetts business trust, the Burridge Group, Inc. (the "Adviser"), and Firstar Trust Company, a Wisconsin corporation, hereinafter called "FTC," is entered into on this _________ day of ___________________, 1996. WHEREAS, Burridge Funds is an open-ended management investment company registered under the Investment Company Act of 1940 currently having shares of a single series designated Burridge Growth Fund, hereinafter called the "Fund"; and WHEREAS, the Adviser has entered into an Investment Advisory Agreement with Burridge Funds (the "Investment Advisory Agreement") for the Fund whereby the Adviser has agreed, among other things, to pay certain expenses on behalf of the Fund. WHEREAS, FTC is in the business of providing, among other things, mutual fund accounting services to investment companies; NOW, THEREFORE, the parties do mutually promise and agree as follows: 1. SERVICES. FTC agrees to provide the following mutual fund accounting services to the Fund: A. Portfolio Accounting Services: (1) Maintain portfolio records on a trade date +1 basis using security trade information communicated from the investment manager on a timely basis. (2) For each valuation date, obtain prices from a pricing source approved by the Board of Trustees and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, the method for determining the fair value for such securities. (3) Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for the accounting period. (4) Determine gain/loss on security sales and identify them as to short-short, short- or long-term status; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date. B. Expense Accrual and Payment Services: (1) For each valuation date, calculate the expense accrual amounts as directed by the Fund as to methodology, rate or dollar amount. (2) Record payments for Fund expenses upon receipt of written authorization from the Fund. 1 (3) Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by FTC and the Fund. (4) Provide expense accrual and payment reporting. C. Fund Valuation and Financial Reporting Services: (1) Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the transfer agent on a timely basis. (2) Apply equalization accounting as directed by the Fund. (3) Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date. (4) Maintain a general ledger for the Fund in the form as agreed upon. (5) For each business day the Fund is open as defined in the prospectus relating to shares of the Fund as in effect from time to time, determine the net asset value per share of the Fund according to the accounting policies and procedures set forth in the prospectus. (6) Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operation at such time as required by the nature and characteristics of the Fund. (7) Communicate, at an agreed upon time, the per share price for each valuation date to parties as agreed upon from time to time. (8) Prepare monthly reports which document the adequacy of accounting detail to support month-end ledger balances. D. Tax Accounting Services: (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for IRS-defined regulated investment companies under the Internal Revenue Code of 1986, as amended, and regulations thereunder. (2) Maintain tax lot detail for the investment portfolio. (3) Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Fund. (4) Provide the necessary financial information to support the taxable components of income and capital gains distributions to the transfer agent to support tax reporting to the shareholders. 2 E. Compliance Control Services: (1) Support reporting to regulatory bodies and support financial statement preparation by making the Fund accounting records available to Burridge Funds, the Adviser, the Securities and Exchange Commission, and the outside auditors. (2) Create and maintain accounting records according to the Investment Company Act of 1940 and regulations provided thereunder. 2. PRICING OF SECURITIES. For each valuation date, obtain prices from a pricing source selected by FTC but approved by the Fund's Board and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Fund's Board shall approve, in good faith, the method for determining a fair value for such securities. If the Fund desires to provide a price which varies from the pricing source, the Fund shall promptly notify and supply FTC with the valuation of any such security on each valuation date. All pricing changes made by the Fund will be in writing and must specifically identify the securities the value of which is to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price is effective. 3. CHANGES IN ACCOUNTING PROCEDURES. Any resolution passed by the Burridge Funds' Board of Trustees that affects accounting practices and procedures under this agreement shall be effective upon written receipt and acceptance by FTC. 4. CHANGES IN EQUIPMENT, SYSTEMS, SERVICE, ETC. FTC reserves the right to make changes from time to time, as it deems advisable, relating to its services, systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the service provided to the Fund under this Agreement. 5. COMPENSATION. FTC shall be compensated by the Adviser for providing the services set forth in this Agreement in accordance with the Fee Schedule attached hereto as Exhibit A and as mutually agreed upon and amended from time to time. 6. PERFORMANCE OF SERVICE. A. FTC shall exercise reasonable care in the performance of its duties under this Agreement. FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond FTC's control, except a loss resulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which FTC may sustain or incur or which may be asserted against FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to FTC by any duly authorized 3 officer of Burridge Funds, such duly authorized officer to be included in a list of authorized officers furnished to FTC and as amended from time to time in writing by resolution of the Board of Trustees of Burridge Funds. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Fund shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Fund may be asked to indemnify or hold FTC harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FTC will use all reasonable care to notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend FTC against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FTC and thereupon the Fund shall take over complete defense of the claim, and FTC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. FTC shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FTC except with the Fund's prior written consent. C. FTC shall indemnify and hold the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Fund by any person arising out of any action taken or omitted to be taken by FTC as a result of FTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. 7. RECORDS. FTC shall keep records relating to the services to be performed hereunder, in the form and manner, and for such period as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of The Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules thereunder. FTC agrees that all such records prepared or maintained by FTC relating to the services to be performed by FTC hereunder are the property of the Fund and will be preserved, maintained, and made available in accordance with such section and rules of the Investment Company Act and will be promptly surrendered to the Fund on and in accordance with its request. 4 8. CONFIDENTIALITY. FTC shall handle in confidence all information relating to the Funds' business, which is received by FTC during the course of rendering any service hereunder. 9. DATA NECESSARY TO PERFORM SERVICES. The Fund or its agent, which may be the Adviser or FTC, shall furnish to FTC the data necessary to perform the services described herein at times and in such form as mutually agreed upon. 10. NOTIFICATION OF ERROR. The Fund will notify FTC of any balancing or control error caused by FTC within three (3) business days after receipt of any reports rendered by FTC to the Fund, or within three (3) business days after discovery of any error or omission not covered in the balancing or control procedure, or within three (3) business days of receiving notice from any shareholder. 11. ADDITIONAL SERIES. In the event that the Burridge Funds establishes one or more additional series of shares with respect to which it desires to have FTC render accounting services under the terms hereof, it shall so notify FTC in writing, and if FTC agrees in writing to provide such services, such series will be subject to the terms and conditions of this Agreement, and shall be maintained and accounted for by FTC on a discrete basis. The series currently covered by this Agreement are: Burridge Growth Fund. 12. TERM OF AGREEMENT. This Agreement may be terminated by either party upon giving ninety (90) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. However, this Agreement may be replaced or modified by a subsequent agreement between the parties. 13. DUTIES IN THE EVENT OF TERMINATION. In the event that in connection with termination a successor to any of FTC's duties or responsibilities hereunder is designated by Burridge Funds by written notice to FTC, FTC will promptly, upon such termination and at the expense of the Adviser, transfer to such Successor all relevant books, records, correspondence and other data established or maintained by FTC under this Agreement in a form reasonably acceptable to Burridge Funds (if such form differs from the form in which FTC has maintained the same, the Adviser shall pay any expenses associated with transferring the same to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from FTC's personnel in the establishment of books, records and other data by such successor. 14. NOTICES. Notices of any kind to be given by any party hereto to any of the other parties shall be in writing and shall be duly given if mailed or delivered as follows: Notice to FTC shall be sent to ___________________, notice to Fund shall be sent to ___________________, and notice to the Adviser shall be sent to __________________. 15. CHOICE OF LAW. This Agreement shall be construed in accordance with the laws of the State of Wisconsin. 5 16. DISCLAIMER OF LIABILITY. This Agreement is executed on behalf of Burridge Funds by its officers in their capacity as officers and not individually. The obligations of Burridge Funds under this Agreement are not binding upon Burridge Funds' trustees, officers, or shareholders individually but are binding only upon the assets and property of the Fund. Burridge Funds' Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the due execution hereof on the date first above written. ATTEST: Firstar Trust Company __________________________________ By ___________________________________ ATTEST: Burridge Funds __________________________________ By ___________________________________ ATTEST: The Burridge Group, Inc. __________________________________ By ___________________________________ 6 EX-99.9.3 7 FUND ADMINISTRATION SERVICING AGREEMENT Exhibit 9.3 FUND ADMINISTRATION SERVICING AGREEMENT This agreement is made and entered into on this _____________ day of __________________, 1996, by and between Burridge Funds, a Massachusetts business trust (the "Trust"), The Burridge, Inc. (the "Adviser"), and Firstar Trust Company, a corporation organized under the laws of the State of Wisconsin (hereinafter referred to as "FTC"). WHEREAS, the Trust is an open-ended management investment company which is registered under the Investment Company Act of 1940 currently having shares of a single series designated Burridge Growth Fund, hereinafter called the "Fund"; WHEREAS, the Adviser has entered into an Investment Advisory Agreement with the Trust (the "Investment Advisory Agreement") for the Fund whereby the Adviser has agreed, among other things, to pay certain expenses of the Fund; and WHEREAS, FTC is a trust company and, among other things, is in the business of providing fund administration services for the benefit of its customers; NOW, THEREFORE, the parties hereto do mutually promise and agree as follows: I. Appointment of Administrator The Fund hereby appoints FTC as Administrator of the Fund to perform certain administrative services, subject to the control and direction of the Trust's Board of Trustees (the "Board") on the terms and conditions set forth in this Agreement, and FTC hereby accepts such appointment and agrees to perform the services and assume the obligations set forth in this Agreement in consideration of the compensation provided for herein. FTC shall, for all purposes herein, be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. II. Duties and Responsibilities of FTC FTC undertakes to provide the following services and to assume the following obligations: A. General Fund Management 1. Act as liaison among all Fund service providers including custodian, distributor, transfer agent, and the Adviser 2. Coordinate Board communication by: a. Assisting fund counsel in establishing meeting agendas for the Board b. Preparing Board reports for the Board based on financial and administrative data c. Evaluating independent auditors d. Securing and monitoring fidelity bond and director and officers liability insurance coverage, and making the necessary filings with the Securities and Exchange Commission (SEC) relating thereto 3. Audits a. Prepare appropriate schedules and assist the independent auditors as required b. Provide the appropriate information to the SEC and facilitate the audit process c. Provide office facilities for the Fund 4. Assist in overall administrative operations of the Fund B. Compliance 1. Regulatory Compliance a. Periodically monitor compliance with investment Company Act of 1940 requirements including, but not limited to, the following: 1) Asset diversification tests 2) Total return and SEC yield calculations 3) Maintenance of books and records under Rule 31a-2 and rule 31a-3 4) Code of ethics b. Periodically monitor the Fund's compliance with the policies and investment limitations of the Fund as set forth in its prospectus and statement of additional information 2 2. Blue Sky Compliance a. Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the registration of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares b. Monitor status and maintain registrations in each state 3. SEC Registration and Reporting a. Assisting Fund's counsel in updating the Fund's prospectus and statement of additional information; and in preparing proxy statements, and Rule 24f-2 notices b. Prepare and file annual and semiannual reports 4. IRS Compliance a. Periodically monitor the Fund's status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and regulations thereunder through review of the following: 1) Asset diversification requirements 2) Qualifying income requirements 3) Distribution requirements b. Monitor short short testing c. Calculate required distributions (including excise tax distributions) C. Financial Reporting 1. Provide financial data required by the Fund's prospectus and statement of additional information 2. Prepare financial reports for shareholders, the Board, the SEC, and independent auditors 3. Supervise the Fund's Custodian and Fund Accountants in the maintenance of the Fund's general ledger and in the preparation of the Fund's financial statements including oversight of expense accruals and payments, of the determination of net asset value of the Fund's net assets and of the Fund's shares, and of the declaration and payment of dividends and other distributions to shareholders 3 D. Tax Reporting 1. Prepare and file on a timely basis appropriate federal and state tax returns including forms 1120 and 8610 with any necessary schedules 2. Prepare state income breakdowns where relevant 3. Prepare and file Form 1099 Miscellaneous for payments to directors and other service providers 4. Monitor wash losses 5. Calculate eligible dividend income for corporate shareholders E. Trust Organizational Existence 1. Maintain the Trust's governing documents including the Declaration of Trust, the Bylaws, and minutes of meetings of Trustees' committees of the Board or shareholders, and prepare certain materials for such meetings. 2. Prepare and file any reports required to maintain the Trusts organizational existence with the appropriate regulatory bodies III. Compensation The Adviser agrees to pay FTC for performance of the duties listed in this Agreement and the fees and out-of-pocket expenses as set forth in the attached Schedule A. These fees may be changed from time to time, subject to mutual written Agreement between the Trust and FTC. The Adviser agrees to pay all fees and reimbursable expenses within ten (10) business days following the mailing of the billing notice. IV. Additional Series In the event that the Trust establishes one or more additional series of shares with respect to which it desires to have FTC render fund administration services under the terms hereof, it shall so notify FTC in writing, and if FTC agrees in writing to provide such services, such series will be subject to the terms and conditions of this Agreement, and shall be maintained and accounted for by FTC on a discrete basis. The fund currently covered by this Agreement are: Burridge Growth Fund 4 V. Performance of Service; Limitation of Liability A. FTC shall exercise reasonable care in the performance of its duties under this Agreement. FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond FTC'S control, except a loss resulting from FTC'S refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which FTC may sustain or incur or which may be asserted against FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to FTC by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to FTC and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC'S control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Fund shall be entitled to inspect FTC'S premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Fund may be asked to indemnify or hold FTC harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FTC will use all reasonable care to notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend FTC against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FTC and thereupon the Fund shall take over complete defense of the claim, and FTC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. FTC shall in no case confess any claim or make any 5 compromise in any case in which the Fund will be asked to indemnify FTC except with the Fund's prior written consent. C. FTC shall indemnify and hold the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Fund by any person arising out of any action taken or omitted to be taken by FTC as a result of FTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. VI. Confidentiality FTC shall handle, in confidence, all information relating to the Fund's business which is received by FTC during the course of rendering any service hereunder. VII. Data Necessary to Perform Service The Fund or its agent, which may be the Adviser or FTC, shall furnish to FTC the data necessary to perform the services described herein at times and in such form as mutually agreed upon. VIII. Terms of Agreement This Agreement shall become effective as of the date hereof and, unless sooner terminated as provided herein, shall continue automatically in effect for successive annual periods. The Agreement may be terminated by any party hereto upon giving ninety (90) days prior written notice to the other parties or such shorter period as is mutually agreed upon by the parties. IX. Duties in the Event of Termination In the event that, in connection with termination, a successor to any of FTC's duties or responsibilities hereunder is designated by the Trust by written notice to FTC, FTC will promptly, upon such termination and at the expense of the Adviser, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by FTC under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which FTC has maintained, the Adviser shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from FTC's personnel in the establishment of books, records, and other data by such successor. X. Choice of Law This Agreement shall be construed in accordance with the laws of the State of Wisconsin. 6 XI. Notices Notices of any kind to be given by any party hereto to the other parties shall be in writing and shall be duly given if mailed or delivered as follows: Notice to FTC shall be sent to ___________________, notice to the Fund shall be sent to The Burridge Group, Inc., 115 South LaSalle Street, Chicago, Illinois 60603, and notice to the Adviser shall be sent to ___________________. XII. Records FTC shall keep records relating to the services to be performed hereunder, in the form and manner, and for such period as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules thereunder. FTC agrees that all such records prepared or maintained by FTC relating to the services to be performed by FTC hereunder are the property of the Fund and will be preserved, maintained, and made available in accordance with such section and rules of the Investment Company Act and will be promptly surrendered to the Fund on and in accordance with its request. XIII. Non-Liability of Trustees and Shareholders Any obligation of the Trust hereunder shall be binding upon the assets of the Trust (or applicable series thereof) and shall not be binding upon any trustee, officer, employee, agent, or shareholder of the Trust. Neither the authorization of any action by the trustees or shareholders of the Trust nor the execution of this agreement on behalf of the Trust shall impose liability upon any trustee, officer, or shareholder of the Trust. BURRIDGE FUNDS FIRSTAR TRUST COMPANY BY: _____________________________ BY: ______________________________ ATTEST: __________________________ ATTEST: __________________________ THE BURRIDGE GROUP, INC. BY: _____________________________ ATTEST: _________________________ 7 -----END PRIVACY-ENHANCED MESSAGE-----