0000789289-95-000008.txt : 19950905 0000789289-95-000008.hdr.sgml : 19950905 ACCESSION NUMBER: 0000789289-95-000008 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 20 FILED AS OF DATE: 19950901 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLANCHARD FUNDS CENTRAL INDEX KEY: 0000789289 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133333918 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-03165 FILM NUMBER: 95569871 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04579 FILM NUMBER: 95569872 BUSINESS ADDRESS: STREET 1: 41 MADSON AVE 24TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2127797979 MAIL ADDRESS: STREET 1: 41 MADISON AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: BLANCHARD STRATEGIC GROWTH FUND DATE OF NAME CHANGE: 19901225 485APOS 1 File Nos. 33-3165 811-04579 As filed with the Securities and Exchange Commission on August 7, 1995 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. 30 and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 31 _________________ BLANCHARD FUNDS (Exact Name of Registrant as Specified in Charter) 41 Madison Avenue, 24th Floor New York, N.Y. 10010 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (212) 779- 7979 Michael I. Freedman President Blanchard Funds 41 Madison Avenue, 24th Floor New York, N.Y. 10010 (Name and Address of Agent for Service) Copy to: Carl Frischling, Esq. and Susan Penry-Williams, Esq. Kramer, Levin, Naftalis, Nessen, Kamin & Frankel 919 Third Avenue New York, N.Y. 10022 It is proposed that this filing will become effective: _ Immediately upon filing _ on August 7, 1995 pursuant pursuant to paragraph (b) to paragraph (b) X 60 days after filing pursuant _ on (date) pursuant to to paragraph (a)(1) paragraph (a)(1) _ 75 days after filing pursuant _ on (date) pursuant to to paragraph (a)(2) of paragraph (a)(2) rule 485. Indefinite number of Shares registered under Rule 24f-2 by filing of initial registration statement, effective May 29, 1986. Pursuant to paragraph (b)(1) of Rule 24f-2, Registrant filed on June 27, 1995, a Rule 24f-2 Notice for the fiscal year ended April 30, 1995. BLANCHARD FUNDS Registration Statement on Form N-1A CROSS REFERENCE SHEET Form N-1A Item Number Part A Prospectus Caption 1. Cover Page 2. Highlights; Fee Table 3. * 4. Investment Objectives and Policies; Additional Information about the Funds and Portfolios; Additional Information on Investment Policies and Techniques 5. (a-c) Management of the Funds; Portfolio Advisory Services (d) * (e) Transfer Agent and Dividend Disbursing Agent (f) Management of the Funds (g) See Statement of Additional Information 5.A. Performance of the Portfolio Adviser; Performance Computation Information 6.(a) Additional Information about the Funds and the Portfolios; Other Information (b-d) * (e) Cover Page; Shareholder Inquiries (f)(g) Tax Matters 7.(a)(b) How to Invest (c) Investor Services (d) How to Invest (e) * (f) Distribution of Shares of the Funds 8. How to Redeem 9. * BLANCHARD FUNDS Registration Statement on Form N-1A CROSS REFERENCE SHEET Part B Statement of Additional Information Caption 10. Cover Page 11. Table of Contents 12. * 13.(a-c) Investment Objective, Policies and Restrictions (d) Portfolio Transactions 14. The Management of the Fund 15. * 16.(a)(b) Investment Advisory Services (c) * (d) * (e) Investment Advisory Services (f) * (g) * (h) Cover Page; See Prospectus (i) * 17.(a) Portfolio Transactions (b) Portfolio Transactions (c) Portfolio Transactions (d) * (e) * 18. See Prospectus 19.(a) See Prospectus (b) Computation of Net Asset Value (c) * 20. Tax Matters 21. * 22. Performance Information 23. * Incorporate by reference pursuant to Rule 411 under the Securities Act of 1933, Parts A and B of Post-Effective Amendment No. 29, filed August 7, 1995, in their entirety. Part C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in part C to this Registration Statement. * Not Applicable BLANCHARD GROUP OF FUNDS BLANCHARD GROWTH & INCOME FUND Supplement to Prospectus dated August 7, 1995 Please insert the following sub-section entitled "Special Offering" immediately following the sub-section entitled "General Information" on page 15: "Special Offering During the period beginning January 1, 1996 and ending not later than June 30, 1996, the Growth & Income Portfolio will offer to pay $100 to each person who becomes a first time shareholder of the Growth & Income Portfolio and maintains at least a $3,000 balance ($2,000 for IRAs) in his account for at least 90 days. (A shareholder will not be disqualified if his balance falls below the required minimum due to changes in the Growth & Income Portfolio's net asset value.) The payment will be made by the deposit of $100 into the shareholder's brokerage account with Signet Financial Services, Inc. ("SFSI") and will be made at the end of the 90-day holding period. The offer is subject to the following conditions: (i) it is limited to one payment per household , and to one payment in the case of a joint account; (ii) employees of SFSI will not be eligible to participate in the offer; and (iii) the offer may be terminated at any time by SFSI without prior notice. For tax purposes the $100 payment will constitute ordinary income." ____ 1995 FEDERATED SECURITIES CORP. Distributor A subsidiary of Federated Investors Federated Investors Tower Pittsburgh, PA 15222-3779 Cusip 093265304 G01335-15 (_/95) PART C. OTHER INFORMATION ITEM 24. Financial Statements and Exhibits (a) Financial statements. In Part A: Financial Highlights. In Part B: Audited Financial Statements for the fiscal year ended April 30, 1995. In Part C: None. (b) Exhibits 1. (a) Declaration of Trust of Registrant.1 (b) Amendment of Declaration of Trust.7 2. By-laws of Registrant.1 3. None. 4. Specimen certificate for shares of beneficial interest of Registrant.2 5. (a)(i) Management Agreement between Registrant and Sheffield Management Company for Global (formerly Strategic) Growth Fund series.1 (a)(ii) Management Agreement between Registrant and Sheffield Management Company for Blanchard 100% Treasury (formerly Government) Money Market Fund series.4 (a)(iii) Revised Form of Management Agreement between Registrant and Sheffield Management Company for Short-Term Global Income Fund series.7 (a)(iv) Form of Management Agreement between Registrant and Sheffield Management Company for American Equity (formerly Worldwide Bond) Fund series.9 (a)(v) Form of Management Agreement between Registrant and Sheffield Management Company for Flexible Income Fund series.10 (a)(vi) Form of Management Agreement between Registrant and Sheffield Management Company for Short-Term Bond Fund series.11 (a)(vii) Form of Management Agreement between Registrant and Sheffield Management Company for Flexible Tax-Free Bond Fund series.12 (a)(viii) Form of Management Agreement between Registrant and Sheffield Management Company for Emerging Markets Fund series.14 (a)(ix) Form of Management Agreement between Registrant and Sheffield Management Company for Growth & Income Fund series.15 (a)(x) Form of Management Agreement between Registrant and Sheffield Management Company for Capital Growth Fund series.15 (a)(xi) Form of Management Contract between Registrant, on behalf of each of the series, and Virtus Capital Management, Inc.+ (b)(i)(a) Forms of Sub-Advisory Agreements between Sheffield Management Company and the following: Calvelti Capital Management Ltd., Shufro, Rose & Ehrman, Investment Advisors, Inc. and Fiduciary International, Inc. for Global (formerly Strategic) Growth Fund series.8 (b)(i)(b) Form of Global Asset Allocation Agreement between Sheffield Management Company and Fiduciary International, Inc. for Global (formerly Strategic) Growth Fund series.8 (b)(ii) Sub-Advisory Agreement between Sheffield Management Company and Marinvest Inc. for Blanchard 100% Treasury (formerly Government) Money Market Fund series.4 (b)(iii) Revised Form of Sub- Advisory Agreement between Sheffield Management Company and Lombard Odier International Portfolio Management Limited for Short-Term Global Income Fund series.7 (b)(iv) Form of Sub-Advisory Agreement between Sheffield Management Company and Provident Investment Counsel, Inc. for American Equity (formerly Worldwide Bond) Fund series.6 (b)(v) Form of Sub-Advisory Agreement between Sheffield Management Company and OFFITBANK for Flexible Income Fund series.10 (b)(vi) Form of Sub-Advisory Agreement between Sheffield Management Company and OFFITBANK for Short-Term Bond Fund series.11 (b)(vii) Form of Sub-Advisory Agreement between Sheffield Management Company and U.S. Trust Company of New York for Flexible Tax-Free Bond Fund series.12 (b)(viii) Form of Sub-Advisory Agreement between Sheffield Management Company and Martin Currie Inc. for Emerging Markets Fund series.14 (b)(ix) Forms of Sub-Advisory Agreements between Sheffield Management Company and Fiduciary International, Inc. and Martin Currie Inc. for Global Growth Fund series.13 (b)(x)(a) The Registrant incorporates the Forms of Sub-Advisory Agreements for Global (formerly Strategic) Growth Fund, Worldwide Emerging Markets Fund, Short-Term Global Income Fund, American Equity (formerly Worldwide Bond) Fund, Flexible Income Fund, Short- Term Bond Fund, Flexible Tax-Free Bond Fund, and Global Growth Fund between Virtus Capital Management, Inc., and Rose & Ehrman, Investment Advisors, Inc. and Fiduciary International, Inc.; OFFITBANK; Lombard Odier International Portfolio Management Limited; Provident Investment Counsel, Inc.; OFFITBANK; OFFITBANK; U.S. Trust Company of New York; Martin Currie Inc.; and Martin Currie Inc. from Item 5(b)(x)(a)-xviii) of the Blanchard Funds Registration Statement filed with the Commission on August 7, 1995. (File Number 33-3165 and 811- 4579). (b)(x)(b) The Registrant incorporates the Form of Global Asset Allocation Agreement between Virtus Capital Management, Inc. and Fiduciary International, Inc. for Global (formerly Strategic) Growth Fund from Item 5(b)(x)(b) of the Blanchard Funds Registration Statement filed with the Commission on August 7, 1995. (File Number 33-3165 and 811- 4579). (b)(xi) The Registrant incorporates the Form of Sub-Advisory Agreement between Lombard Odier International Portfolio Management Limited and WLO Global Management for Short-Term Global Income Fund from Item 5(b)(xix) of the Blanchard Funds Registration Statement filed with the Commission on August 7, 1995. (File Number 33-3165 and 811- 4579). 6. (a)(i) Distribution Agreement between Registrant, and Sheffield Investments, Inc.3 (a)(ii) Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Short- Term Global Income Fund series.6 (a)(iii) Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for American Equity (formerly Worldwide Bond) Fund series.9 (a)(iv) Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Flexible Income Fund series.10 (a)(v) Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Short- Term Bond Fund series.11 (a)(vi) Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Flexible Tax-Free Bond Fund series.12 (a)(vii) Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Emerging Markets Fund series.14 (a)(viii) Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Growth & Income Fund Series.15 (a)(ix) Form of Distribution Agreement between Registrant and Sheffield Investments, Inc. for Capital Growth Fund Series.15 (a)(x) Conformed copy of Distributor's Contract between Registrant, on behalf of each of the series, and Federated Securities Corp.+ 7. None. 8. (a)(i) Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for Global (formerly Strategic) Growth Fund series and for Blanchard 100% Treasury (formerly Government) Money Market Fund series.6 (a)(ii) Forms of Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for Short-Term Global Income Fund series.6 (a)(iii) Forms of Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for American Equity (formerly Worldwide Bond) Fund series.6 (a)(iv) Forms of Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for Flexible Income Fund series.10 (a)(v) Forms of Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for Short-Term Bond Fund series.11 (a)(vi) Forms of Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for Flexible Tax- Free Bond Fund series.12 (a)(vii) Forms of Custody, Transfer Agency and Fund Accounting and Pricing Services Agreements between Registrant and United States Trust Company of New York for Emerging Markets Fund series.14 (a)(viii) Forms of Transfer Agency and Fund Accounting and Pricing Services Agreements for Growth & Income Fund.18 (a)(ix) Forms of Transfer Agency and Fund Accounting and Pricing Services Agreements for Capital Growth Fund Series.18 (a)(x) Form of Custodian Contract between Registrant, on behalf of each series and Signet Trust Company.17 (b)(i) Sub-Custodian Agreements between United States Trust Company of New York and Citibank, N.A., and The Bank of Nova Scotia for Global (formerly Strategic) Growth Fund series.6 (b)(ii) Form of Sub-Custodian Agreement between United States Trust Company of New York and Citibank, N.A. for Short-Term Global Income Fund series.6 (b)(iii) Form of Sub-Custodian Agreement between United States Trust Company of New York and Citibank, N.A. for American Equity (formerly Worldwide Bond) Fund series.6 (b)(iv) Form of Sub-Custodian Agreement between United States Trust Company of New York and Citibank, N.A. for Flexible Income Fund series.10 (b)(v) Form of Sub-Custodian Agreement between United States Trust Company of New York and Morgan Stanley Trust Company for Short- Term Bond Fund series.11 (b)(vi) Form of Sub-Custodian Agreement between United States Trust Company of New York and Morgan Stanley Trust Company for Emerging Markets Fund series.14 (c) Form of Agreement for Fund Accounting, Shareholder Recordkeeping and Custody Services Procurement between Registrant, on behalf of each series and Federated Services Company.17 9. Conformed copy of Administrative Services Agreement between Registrant, on behalf of each series, and Federated Administrative Services.+ 10. None. 11. Consent of Price Waterhouse LLP.+ 12. Not applicable. 13. Agreement re: initial $100,000 capital.3 14. Copies of model tax- sheltered retirement plans.3 15. (a)(i) Rule 12b-1 Distribution and Marketing Plan for Global (formerly Strategic) Growth Fund series.3 (a)(ii) Form of Rule 12b-1 Distribution and Marketing Plan for Short-Term Global Income Fund series.6 (a)(iii) Form of Rule 12b-1 Distribution and Marketing Plan for American Equity (formerly Worldwide Bond) Fund series.9 (a)(iv) Form of Rule 12b-1 Distribution and Marketing Plan for Flexible Income Fund series.10 (a)(v) Form of Rule 12b- 1 Distribution and Marketing Plan for Short-Term Bond Fund series.11 (a)(vi) Form of Rule 12b- 1 Distribution and Marketing Plan for Flexible Tax-Free Bond Fund series.12 (a)(vii) Form of Rule 12b-1 Distribution and Marketing Plan for Emerging Markets Fund series.14 (a)(viii) Form of Rule 12b-1 Distribution and Marketing Plan for Growth & Income Fund series.15 (a)(ix) Form of Rule 12b-1 Distribution and Marketing Plan for Capital Growth Fund series.15 (a)(x) Conformed copy of Distribution Plan.+ (a)(xi) Copy of 12b-1 Agreement.+ 16. (a)(i) Schedule of Performance Quotations for Global (formerly Strategic) Growth Fund series and for Blanchard 100% Treasury (formerly Government) Money Market Fund series.5 (a)(ii) Schedule of Performance Quotations for Short-Term Global Income Fund series.6 (a)(iii) Schedule of Performance Quotations for American Equity (formerly Worldwide Bond) Fund series.9 (a)(iv) Schedule of Performance Quotations for Flexible Income Fund series.10 (a)(v) Schedule of Performance Quotations for Short-Term Bond Fund series.11 (a)(vi) Schedule of Performance Quotations for Flexible Tax- Free Bond Fund series.12 (a)(vii) Schedule of Performance Quotations for Emerging Markets Fund (formerly Blanchard Asset Manager or Blanchard Asset Allocation Fund) series.12 17. (a)(viii) Forms of computation of performance quotations for Growth & Income and Capital Growth series.18 18. Copy of Financial Data Schedules.+ 19. Conformed Copy of Power of Attorney.+ Footnotes + All Exhibits Have been filed electronically. 1 Previously filed on February 5, 1986 in the Registrant's Registration Statement. 2 Previously filed on March 28, 1986 in Pre-Effective Amendment No. I to the Registrant's Registration Statement. 3 Previously filed on April 23, 1986 in Pre-Effective Amendment No. 2 to the Registrant's Registration Statement. 4 Previously filed on November 23, 1988 in Post-Effective Amendment No. 4 to the Registrant's Registration Statement. 5 Previously filed on July 3, 1990 in Post-Effective Amendment No. 6 to the Registrant's Registration Statement. 6 Previously filed on November 2, 1990 in Post-Effective Amendment No. 7 to the Registrant's Registration Statement. 7 Previously filed on December 21, 1990 in Post-Effective Amendment No. 8 to the Registrant's Registration Statement. 8 Previously filed on December 19, 1991 in Post-Effective Amendment No. 11 to the Registrant's Registration Statement. 9 Previously filed on June 8, 1992 in Post-Effective Amendment No. 13 to the Registrant's Registration Statement. 10 Previously filed on September 3, 1992 in Post-Effective Amendment No. 15 to the Registrant's Registration Statement. 11 Previously filed on February 5, 1993 in Post-Effective Amendment No. 16 to the Registrant's Registration Statement. 12 Previously filed on May 25, 1993 in Post-Effective Amendment No. 17 to the Registrant's Registration Statement. 13 Previously filed on September 30, 1993 in Post- Effective Amendment No. 22 to the Registrant's Registration Statement. 14 Previously filed on December 8, 1993 in Post-Effective Amendment No. 23 to the Registrant's Registration Statement. 15 Previously filed on July 7, 1994 in Post-Effective Amendment No. 25 to the Registrant's Registration Statement. 16 Previously filed on April 25, 1995 in Post-Effective Amendment No. 27 to the Registrant's Registration Statement. 17 To be filed by amendment. 18 Previously filed on August 7, 1995 in Post-Effective Amendment No. 29 to the Registrant's Registration Statement. ITEM 25. Persons Controlled By or Under Common Control with Registrant See "The Manager and Management Agreement" in the Prospectus and Statement of Additional Information. ITEM 26. Number of Holders or Securities Number of Record Holders Title of Class as of June 30, 1995 BGGF 7,821 BTMMF 9,258 BSTGIF 16,213 BAEF 1,127 BFIF 16,659 BSTBF 1,448 BFTFBF 1,062 BWEMF 1,581 ITEM 27. Indemnification State the general effect of any contract, arrangement or statute under which any director, officer, underwriter or affiliated person of the Registrant is insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any director, officer, affiliated person or underwriter for their own protection. Under the terms of the Registrant's Declaration of Trust, the Registrant may indemnify any person who was or is a Trustee, officer or employee of the Registrant to the maximum extent permitted by law; provided, however, that any such indemnification (unless ordered by a court) shall be made by the Registrant only as authorized in the specific case upon a determination that indemnification of such persons is proper in the circumstances. Such determination shall be made (i) by the Trustees, by a majority vote of a quorum which consists of Trustees who are neither in Section 2(a)(19) of the Investment Company Act of 1940, nor parties to the proceeding, or (ii) if the required quorum is not obtainable or, if a quorum of such Trustees so directs, by independent legal counsel in a written opinion. No indemnification will be provided by the Registrant to any Trustee or officer of the Registrant for any liability to the Registrant or shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duty. Insofar as the conditional advancing of indemnification monies for actions based upon the Investment Company Act of 1940 may he concerned, such payments will be made only on the following conditions: (i) the advances must be limited to amounts used, or to be used, for the preparation or presentation of a defense to the action, including costs connected with the preparation of a settlement; (ii) advances may be made only upon receipt of a written promise by, or on behalf of, the recipient to repay that amount of the advance which exceeds that amount to which it is ultimately determined that he is entitled to receive from the Registrant by reason of indemnification; and (iii) (a) such promise must be secured by a surety bond, other suitable insurance or an equivalent form of security which assures that any repayments may be obtained by the Registrant without delay or litigation, which bond, insurance or other form of security must be provided by the recipient of the advance, or (b) a majority of a quorum of the Registrant's disinterested, non-party Trustees, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts, that the recipient of the advance ultimately will be found entitled to indemnification. Insofar as indemnification for liability arising under the Securities Act of 1933 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 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 28. Business and Other Connections or Investment Adviser Describe any other business, profession, vocation or employment of a substantial nature in which each investment adviser of the Registrant, and each director, officer or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged for his own account or in the capacity of director, officer, employee, partner, or trustee. For a description of the other business of Virtus Capital Management, Inc. see "Management of the Funds" in Part A. The officers of Virtus Capital Management, Inc. are: Gary M. Allen President and Chief Investment Officer, Director VCM, since March 1995; Senior Vice President STC (March 1994 to March 1995); Managing Director of U.S. Equities (November 1990 to March 1994) and Director, Internal Asset Management (June 1985 to November 1990) of the Virginia Retirement System. E. Christian Goetz Senior Vice President Director of Fixed Income, and Director VCM, since March 1995; Portfolio Manager STC (November 1990 to March 1995). Tanya Orr Bird Vice President and Director of Client Services, Director VCM, since March 1995; Vice President of Client Services, STC (October 1994 to March 1995); Consultant, William M. Mercer Asset Planning Inc., 1989 to October 1994. Kevin M. Lewis Vice President and Senior Equity Manager, VCM, Director since March 1995; Equity Manager, STC, from 1987 to March 1995. ITEM 29. Principal Underwriters (a) Federated Securities Corp., the Distributor for shares of the Registrant, also acts as principal underwriter for the following open-end investment companies: Alexander Hamilton Funds; American Leaders Fund, Inc.; Annuity Management Series; Arrow Funds; Automated Cash Management Trust; Automated Government Money Trust; BayFunds; the Biltmore Funds; The Biltmore Municipal Funds; California Municipal Cash Trust; Cash Trust Series, Inc.; Cash Trust Series II; DG Investor Series; Edward D. Jones and Co. Daily Passport Cash rust; Federated ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated Growth Trust; Federated High Yield Trust; Federated Income Securities Trust; Federated Income Trust; Federated Index Trust; Federated Institutional Trust; Federated Intermediate Government; Trust; Federated Master Trust; Federated Municipal Trust; Federated Short-Intermediate Government Trust; Federated Short-Term U.S. Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority Funds; First Union Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government Bond Fund; First Priority Funds; First Union Funds; Fixed Income Securities, Inc. Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fountain Square Funds; Fund for U.S. Government Securities, Inc.; Government Income Securities, Inc.; High Yield Cash Trust; Independence One Mutual Funds; Insight Institutional Series, Inc.; Insurance Management Series; Intermediate Municipal Trust; International Series Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Marshall Funds, Inc.; Money Market Management, Inc.; Money Market Obligations Trust; Money market Trust; The Monitor Funds; Municipal Securities Income Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; SouthTrust Vulcan Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Tower Mutual Funds; Trademark Funds; Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations; The Virtus Funds; Vision Fiduciary Funds, Inc.; Vision Group of Funds, Inc.; and World Investment Series, Inc. Federated Securities Corp. also acts as principal underwriter for the following closed-end investment company: Liberty Term Trust, Inc. - 1999. (b) (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant Richard B. Fisher Director, Chairman, Chief Vice President Federated Investors Tower Executive Officer, Chief Pittsburgh, PA 15222-3779 Operating Officer, and Asst. Treasurer, Federated Securities Corp. Edward C. Gonzales Director, Executive Vice President, Treasurer Federated Investors Tower President, and Treasurer, and Trustee Pittsburgh, PA 15222-3779 Federated Securities Corp. John W. McGonigle Director, Executive Vice Vice President Federated Investors Tower President, and Assistant and Secretary Pittsburgh, PA 15222-3779 Secretary, Federated Securities Corp. John B. Fisher President-Institutional Sales, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James F. Getz President-Broker/Dealer, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark R. Gensheimer Executive Vice President of -- Federated Investors Tower Bank/Trust Pittsburgh, PA 15222-3779 Federated Securities Corp. Mark W. Bloss Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Theodore Fadool, Jr. Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Bryant R. Fisher Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Christopher T. Fives Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James S. Hamilton Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James M. Heaton Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 H. Joseph Kennedy Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Keith Nixon Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Timothy C. Pillion Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard W. Boyd Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jane E. Broeren-Lambesis Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mary J. Combs Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 R. Edmond Connell, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Laura M. Deger Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jill Ehrenfeld Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark D. Fisher Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Michael D. Fitzgerald Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Joseph D. Gibbons Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 David C. Glabicki Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 David C. Gonzales Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Scott A. Hutton Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William J. Kerns Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William E. Kugler Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Dennis M. Laffey Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Francis J. Matten, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark J. Miehl Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard C. Mihm Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 J. Michael Miller Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 R. Jeffrey Niss Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Michael P. O'Brien Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Robert D. Oehlschlager Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Solon A. Person, IV Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Robert F. Phillips Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Eugene B. Reed Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Paul V. Riordan Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Charles A. Robison Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 David W. Spears Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jeffrey A. Stewart Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jamie M. Teschner Vice President, Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William C. Tustin Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard B. Watts Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Philip C. Hetzel Assistant Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Ernest L. Linane Assistant Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 S. Elliott Cohan Secretary, Federated Assistant Federated Investors Tower Securities Corp. Secretary Pittsburgh, PA 15222-3779 (c) not applicable ITEM 30. Location of Accounts and Records The accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations: The Virtus Funds Federated Investors Tower Pittsburgh, PA Federated Services Company Federated Investors Tower (Transfer Agent,Dividend Pittsburgh, PA Disbursing Agent and Portfolio Recordkeeper) Federated Administrative Federated Investors Tower Services (Administrator) Pittsburgh, PA Virtus Capital Management, Inc. 707 East Main Street (Adviser) Suite 1300 Richmond, VA Signet Trust Company 7 North Eighth Street (Custodian) Richmond, VA ITEM 31. Management Services Not applicable. ITEM 32. Undertakings Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees and the calling of special shareholder meetings by shareholders. Registrant undertakes to furnish each person to whom a prospectus is delivered a copy of the 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, BLANCHARD FUNDS, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 11th day of July, 1995. BLANCHARD FUNDS BY: /s/C. Grant Anderson C. Grant Anderson, Assistant Secretary Attorney in Fact for John F. Donahue July 11, 1995 Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: NAME TITLE DATE By: /s/C. Grant Anderson C. Grant Anderson Attorney In Fact July 11, 1995 ASSISTANT SECRETARY For the Persons Listed Below NAME TITLE John F. Donahue* Chairman and Trustee July 11, 1995 (Chief Executive Officer) Edward C. Gonzales* President, Treasurer and July 11, 1995 Trustee (Principal Financial and Accounting Officer) Thomas G. Bigley* Trustee July 11, 1995 John T. Conroy, Jr.* Trustee July 11, 1995 William J. Copeland* Trustee July 11, 1995 James E. Dowd* Trustee July 11, 1995 Lawrence D. Ellis, M.D.* Trustee July 11, 1995 Edward L. Flaherty, Jr.* Trustee July 11, 1995 Peter E. Madden* Trustee July 11, 1995 Gregor F. Meyer* Trustee July 11, 1995 John E. Murray, Jr.* Trustee July 11, 1995 Wesley W. Posvar* Trustee July 11, 1995 Marjorie P. Smuts* Trustee July 11, 1995 * By Power of Attorney EX-99.CONSENT 2 Exhibit 11 under Form N-1A Exhibit 23 under Item 601/Reg. S-K CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference of the Prospectus of The Blanchard Group of Funds dated august 7, 1995, which Prospectus is incorporated by reference in the Prospectus and related Statements of Additional Information constituting parts of this Post-Effective Amendment No. 30 to the registration statement on Form N-1A (the "Registration Statement") of our reports dated June 20, 1995, relating to the financial statements and financial highlights of the Blanchard American Equity Fund, Blanchard Global Growth Fund, Blanchard Short-Term Global Income Fund, Blanchard Short-Term Bond Fund, Blanchard Flexible Tax-Free Bond Fund, Blanchard Worldwide Emerging Markets Fund, Blanchard 100% Treasury Money market Fund and Blanchard Flexible Income Fund, eight of the portfolios of The Blanchard Group of Funds, which appear in such Statements of Additional Information and the incorporation by reference of our reports into the Prospectus which constitutes part of this Registration Statement. /s/Price Waterhouse LLP Price Waterhouse LLP 1177 Avenue of the Americas New York, New York August 29, 1995 EX-99.POWEROFATTY 3 Exhibit 19 under Form N-1A Exhibit 24 under Item 601/Reg. S-K POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints the Secretary and Assistant Secretary of BLANCHARD FUNDS and the Assistant General Counsel of Federated Investors, and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign any and all documents to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, by means of the Securities and Exchange Commission's electronic disclosure system known as EDGAR; and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. SIGNATURES TITLE DATE /s/John F. Donahue Chairman and Trustee July 7, 1995 John F. Donahue (Chief Executive Officer) /s/Edward C. Gonzales President, Treasurer and TrusteeJuly 7, 1995 Edward C. Gonzales (Principal Financial and Accounting Officer) /s/Thomas G. Bigley Trustee July 7, 1995 Thomas G. Bigley /s/John T. Conroy, Jr. Trustee July 7, 1995 John T. Conroy, Jr. /s/William J. Copeland Trustee July 7, 1995 William J. Copeland SIGNATURES TITLE DATE /s/James E. Dowd Trustee July 7, 1995 James E. Dowd /s/Lawrence D. Ellis, M.D. Trustee July 7, 1995 Lawrence D. Ellis, M.D. /s/Edward L. Flaherty, Jr. Trustee July 7, 1995 Edward L. Flaherty, Jr. /s/Peter E. Madden Trustee July 7, 1995 Peter E. Madden /s/Gregor F. Meyer Trustee July 7, 1995 Gregor F. Meyer /s/John E. Murray, Jr. Trustee July 7, 1995 John E. Murray, Jr. /s/Wesley W. Posvar Trustee July 7, 1995 Wesley W. Posvar /s/Marjorie P. Smuts Trustee July 7, 1995 Marjorie P. Smuts Sworn to and subscribed before me this 7th day of July, 1995 /s/Marie M. Hamm Notarial Seal Marie M. Hamm, Notary Public Plum Boro, Allegheny County My Commission Expires Sept. 16, 1996 EX-99.MGMTCONTRACT 4 Exhibit 5(a) under Form N-1A Exhibit 10 under Item 601/Reg. S-K BLANCHARD FUNDS MANAGEMENT CONTRACT This Contract is made this 12th day of July, 1995 between Virtus Capital Management, Inc., a Maryland corporation having its principal place of business in Richmond, Virginia (the "Manager"), and Blanchard Funds, a Massachusetts business trust having its principal place of business in Pittsburgh, Pennsylvania (the "Trust"). WHEREAS the Trust is an open-end management investment company as that term is defined in the Investment Company Act of 1940, as amended, and is registered as such with the Securities and Exchange Commission; and WHEREAS Manager is engaged in the business of rendering investment advisory and management services. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. The Trust hereby appoints Manager as Manager for each of the portfolios ("Funds") of the Trust which executes an exhibit to this Contract, and Manager accepts the appointments. Subject to the direction of the Trustees of the Trust, Manager shall provide or procure on behalf of each of the Funds all management and administrative services. In carrying out its obligations under this paragraph, the Manager shall: (i) provide or arrange for investment research and supervision of the investments of the Funds; (ii) select and evaluate the performance of each Fund's Portfolio Sub-Adviser; (iii) select and evaluate the performance of the Administrator; and (iv) conduct or arrange for a continuous program of appropriate sale or other disposition and reinvestment of each Fund's assets. 2. Manager, in its supervision of the investments of each of the Funds will be guided by each of the Fund's investment objective and policies and the provisions and restrictions contained in the Declaration of Trust and By-Laws of the Trust and as set forth in the Registration Statements and exhibits and may be on file with the Securities and Exchange Commission. 3. Each Fund shall pay or cause to be paid all of its own expenses and its allocable share of Trust expenses, including, without limitatlon, the expenses of organizing the Trust and continuing its existence; fees and expenses of trustees and officers of the Trust; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares ("Shares"), including expenses of administrative support services; fees and expenses of preparing and printing its Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940, as amended, and any amendments thereto; expenses of registering and qualifying the Trust, the Funds, and Shares of the Funds under federal and state laws and regulations; expenses of preparing, printing, and distributing prospectuses (and any amendments thereto) to shareholders; interest expense, taxes, fees, and commissions of every kind; expenses of issue (including cost of Share certificates), purchase, repurchase, and redemption of Shares, including expenses attributable to a program of periodic issue; charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents, and registrars; printing and mailing costs, auditing, accounting, and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of Trustees and shareholders and proxy solicitations therefor; insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities incurred in administering the Trust and the Funds. Each Fund will also pay its allocable share of such extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, and claims and the legal obligations of the Trust to indemnify its officers and Trustees and agents with respect thereto. 4. Each of the Funds shall pay to Manager, for all services rendered to each Fund by Manager hereunder, the fees set forth in the exhibits attached hereto. 5. If, for any fiscal year, the total of all ordinary business expenses of the Fund, including all investment advisory fees but excluding distribution fees, taxes, interest and extraordinary expenses and certain other excludable expenses, would exceed the most restrictive expense limits imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are offered for sale, the Manager shall reduce its investment advisory fee in order to reduce such excess expenses, but will not be required to reimburse the Fund for any ordinary business expenses which exceed the amount of its investment advisory fee for such fiscal year. The amount of any such reduction is to be borne by the Manager and shall be deducted from the monthly investment advisory fee otherwise payable to the Manager during such fiscal year. For the purposes of this paragraph, the term "fiscal year" shall exclude the portion of the current fiscal year which shall have elapsed prior to the date hereof and shall include the portion of the then current fiscal year which shall have elapsed at the date of termination of this Agreement. 6. The net asset value of each Fund's Shares as used herein will he calculated to the nearest 1/10th of one cent. 7. The Manager may from time to time and for such periods as it deems appropriate reduce its compensation (and, if appropriate, assume expenses of one or more of the Funds) to the extent that any Fund's expenses exceed such lower expense limitation as the Manager may, by notice to the Funds, voluntarily declare to be effective. 8. This Contract shall begin for each Fund as of the date of execution of the applicable exhibit and shall continue in effect with respect to each Fund presently set forth on an exhibit (and any subsequent Funds added pursuant to an exhibit during the initial term of this Contract) for two years from the date of this Contract set forth above and thereafter for successive periods of one year, subject to the provisions for termination and all of the other terms and conditions hereof if: (a) such continuation shall be specifically approved at least annually by the vote of a majority of the Trustees of the Trust, including a majority of the Trustees who are not parties to this Contract or interested persons of any such party cast in person at a meeting called for that purpose; and (b) Manager shall not have notified a Fund in writing at least sixty (60) days prior to the anniversary date of this Contract in any year thereafter that it does not desire such continuation with respect to that Fund. If a Fund is added after the first approval by the Trustees as described above, this Contract will be effective as to that Fund upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Contract by the Trustees and thereafter for successive periods of one year, subject to approval as described above. 9. Notwithstanding any provision in this Contract, it may be terminated at any time with respect to any Fund, without the payment of any penalty, by the Trustees of the Trust or by a vote of the shareholders of that Fund on sixty (60) days' written notice to Manager. 10. This Contract may not be assigned by Manager and shall automatically terminate in the event of any assignment. Manager may employ or contract with such other person, persons, corporation, or corporations at its own cost and expense as it shall determine in order to assist it in carrying out this Contract. 11. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under this Contract on the part of Manager, Manager shall not be liable to the Trust or to any of the Funds or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security. 12. This Contract may be amended at any time by agreement of the parties provided that the amendment shall be approved both by the vote of a majority of the Trustees of the Trust, including a majority of the Trustees who are not parties to this Contract or interested persons of any such party to this Contract (other than as Trustees of the Trust) cast in person at a meeting called for that purpose, and, where required by Section 15(a)(2) of the Act, on behalf of a Fund by a majority of the outstanding voting securities of such Fund as defined in Section 2(a)(42) of the Act. 13. The Manager acknowledges that all sales literature for investment companies (such as the Trust) are subject to strict regulatory oversight. The Manager agrees to submit any proposed sales literature for the Trust (or any Fund) or for itself or its affiliates which mentions the Trust (or any Fund) to the Trust's distributor for review and filing with the appropriate regulatory authorities prior to the public release of any such sales literature, provided, however, that nothing herein shall be construed so as to create any obligation or duty on the part of the Manager to produce sales literature for the Trust (or any Fund). The Trust agrees to cause its distributor to promptly review all such sales literature to ensure compliance with relevant requirements, to promptly advise Manager of any deficiencies contained in such sales literature, to promptly file complying sales literature with the relevant authorities, and to cause such sales literature to be distributed to prospective investors in the Trust. 14. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, or any of the officers, employees, agents or shareholders of the Trust individually but are binding only upon the assets and property of the Trust. Notice is also hereby given that the obligations pursuant to this instrument of a particular Fund and of the Trust with respect to that particular Fund shall be limited solely to the assets of that particular Fund. 15. This Contract shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania. 16. This Contract will become binding on the parties hereto upon their execution of the attached exhibits to this Contract. 2 EXHIBIT A to the Management Contract Blanchard Global Growth Fund Blanchard 100% Treasury Money Market Fund Blanchard Short-Term Global Income Fund Blanchard American Equity Fund Blanchard Flexible Income Fund Blanchard Short-Term Bond Fund Blanchard Flexible Tax-Free Bond Fund Blanchard Worldwide Emerging Markets Fund For all services rendered by Manager hereunder, the above-named Funds of the Trust shall pay to Manager and Manager agrees to accept as full compensation for all services rendered hereunder, an annual management fee equal to the following percentage ("the applicable percentage") of the average daily net assets of each Fund.
Name of Fund Percentage of Net Assets Blanchard Global Growth Fund 1% of the first $150 million of average daily net assets, .875% of the Fund's average daily net assets in excess of $150 million but not exceeding $300 million and .75% of the Fund's average daily net assets in excess of $300 million. Blanchard 100% Treasury Money Market Fund .5% of the first $500 million of the Fund's average daily net assets, .475% of the Fund's average daily net assets in excess of $500 million but not exceeding $1 billion, plus .45% of the Fund's average daily net assets in excess of $1 billion. Blanchard Short-Term Global Income Fund .75% Blanchard American Equity Fund 1.10% Blanchard Flexible Income Fund .75% Blanchard Short-Term Bond Fund .75% Blanchard Flexible Tax-Free Bond Fund .75% Blanchard Worldwide Emerging Markets Fund 1.25%
The portion of the fee based upon the average daily net assets of the Fund shall be accrued daily at the rate of 1/365th of the applicable percentage applied to the daily net assets of the Fund. The advisory fee so accrued shall be paid to Manager daily. Witness the execution hereof this 12th day of July, 1995. Attest: Virtus Capital Management, Inc. ___________________________ By:___________________________ Secretary Executive Vice President Attest: Blanchard Funds /s/ C. Grant Anderson By:/s/ Joseph A. Machi Assistant Secretary Executive Vice President EXHIBIT B to the Investment Advisory Contract BLANCHARD GROWTH & INCOME FUND BLANCHARD CAPITAL GROWTH FUND The Trust shall pay to VCM, on behalf of the Funds, monthly compensation at the annual rate of 1.10% of each Fund's average daily net assets, .40% of which, which would otherwise be received by VCM and paid to The Chase Manhattan Bank, N.A. ("Chase") for portfolio advisory services, shall be paid to Chase directly by the Capital Growth Portfolio and the Growth & Income Portfolio, respectively, under separate investment advisory agreements between Chase and the Capital Growth Portfolio and Chase and the Growth & Income Portfolio. The portion of the fee based upon the average daily net assets of the Funds shall be accrued daily at the rate of 1/365th of the applicable percentage applied to the daily net assets of each Fund. Witness the due execution hereof this day of , 1995. Attest: Virtus Capital Management, Inc. By: Secretary Senior Vice President Attest: Blanchard Funds By: Assistant Secretary Vice President EX-99.SUBADVISORYK 5 Exhibit 5(b)(xix) under Form N- 1A Exhibit 10 under Item 601/Reg. S- K SUB-ADVISORY AGREEMENT THIS AGREEMENT is made this 12th day of July, 1995, by and between LOMBARD ODIER INTERNATIONAL PORTFOLIO MANAGEMENT LIMITED (the "Portfolio Manager") and WLO Global Management (the "Sub-Adviser" or "WLO") with respect to the following recital of fact: R E C I T A L WHEREAS, Blanchard Funds (the "Trust") is registered as an open-end, non-diversified, management investment company under the Investment Advisers Act of 1940, as amended (the "1940 Act"), and the rules and regulations promulgated thereunder; and WHEREAS, the Trust and Virtus Capital Management, Inc. (the "Manager") have entered into a Management Agreement to provide for management services for Blanchard Short-Term Global Income Fund, a series of the Trust (the "Fund"), on the terms and conditions set forth in the Management Agreement dated of even date herewith; and WHEREAS, the Portfolio Manager and the Manager have entered into an Investment Advisory Agreement to provide for investment advisory services for the Fund, on the terms and conditions set forth in the Investment Advisory Agreement dated the date hereof; and WHEREAS, the Portfolio Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is a member of the Investment Management Regulatory Organization Limited ("IMRO"), a self-regulating organization recognized under the Financial Services Act 1986 of the United Kingdom, and engages in the business of acting as an investment adviser; and WHEREAS, the Sub-Adviser is investment adviser under the Investment Advisers Act of 1940, as amended, and engages in the business of acting as an investment adviser; and WHEREAS, the Sub-Adviser proposes to render investment advisory services to the Manager and the Portfolio Manager in connection with the Manager and the Portfolio Manager's responsibilities to the Fund on the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable considerations, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Investment Management. WLO shall act as the Sub-Adviser for the Fund and shall, in such capacity, supervise the investment and reinvestment of the cash, securities or other properties comprising the Fund's U.S. portfolio, subject at all times to the direction of the Manager and the Portfolio Manager and the policies and control of the Trust's Trustees. WLO shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as Sub-Adviser. 2. Investment Analysis and Implementation. In carrying out its obligation under paragraph 1 hereof, the Sub-Adviser shall: (a) at all times adhere to the Fund's investment objectives, restrictions and limitations as contained in its Prospectus and Statement of Additional Information; (b) use the same skill and care in providing such service as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (c) obtain and evaluate pertinent information about significant developments and economics, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Fund's U.S. portfolio and whether concerning the individual issuers whose securities are included in the Fund's U.S. portfolio or the activities in which the issuers engage, or with respect to securities which the Sub-Adviser considers desirable for inclusion in the Fund's U.S. portfolio; (d) determine which issuers and securities shall be represented in the Fund's portfolio and regularly report thereon to the Manager and the Portfolio Manager; (e) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Manager and the Portfolio Manager; (f) take, on behalf of the Fund, all actions which appear to the Fund, the Manager and the Portfolio Manager necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including the placing of orders for the purchase and sale of securities for the Fund and the prompt reporting to the Manager and the Portfolio Manager of such purchases and sales; and (g) be authorized to give instructions to the Custodian and Sub-Custodian of the Fund as to deliveries of securities, transfers of currencies and payments of cash for the account of the Fund, in relation to the matters contemplated by this Agreement. All securities or other assets of the Fund shall be held by the Custodian or Sub-Custodian appointed by the Fund's Trustees. 3. Broker-Dealer Relationships. The Sub-Adviser is responsible for decisions to buy and sell securities for the Fund's U.S. portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Fund and to its other clients as to which it exercises investment discretion. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to itself, to its affiliated broker-dealer, if any, or affiliated broker-dealers of the Manager or the Portfolio Manager, or to such brokers, and dealers who also provide research or statistical material, or other services to the Fund or the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Manager and the Portfolio Manager indicating the brokers to whom such allocations have been made and the basis therefor. 4. Control by Trustees. Any investment program undertaken by the Sub-Adviser, pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Fund pursuant thereto, shall at all times be subject to any directives of the Board of Trustees of the Trust. The Manager shall provide the Sub-Adviser with written notice of all such directives, so long as this Agreement remains in effect. 5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times conform to: (a) all applicable provisions of the 1940 Act; (b) the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act; and (c) any other applicable provisions of state and federal law. 6. Expenses. The expenses connected with the Fund shall be borne by the Sub-Adviser as follows: The Sub-Adviser shall maintain, at its expense and without cost to the Manager or the Fund, a trading function in order to carry out its obligations under subparagraph (f) of paragraph 2 hereof to place orders for the purchase and sale of U.S. portfolio securities for the Fund. 7. Delegation of Responsibilities. Upon request of the Manager or the Portfolio Manager and with the approval of the Trust's Trustees, the Sub-Adviser may perform services on behalf of the Fund which are not required by this Agreement. Such services will be performed on behalf of the Fund and the Sub-Adviser's costs in rendering such services may be billed monthly to the Manager or the Portfolio Manager, as the case may be, subject to examination by the Manager or the Portfolio Manager's independent accountants. Payment or assumption by the Sub-Adviser of any Fund expense that the Sub-Adviser is not required to pay or assume under this Agreement shall not relieve the 2 Portfolio Manager or the Sub-Adviser of any of their obligations to the Fund or to the Manager or obligate the Sub-Adviser pay or assume any similar Fund expense on any subsequent occasions. 8. Compensation. For the services to be rendered and the facilities furnished hereunder, the Portfolio Manager shall pay the Sub-Adviser one-half of the fees the Portfolio Manager receives from the Manager. Compensation under this Agreement shall be paid on a monthly basis. If this Agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this Agreement is in effect shall be prorated. Payment of the Sub-Adviser's compensation for the preceding month shall be made as promptly as possible after the end of each month. 9. Non-Exclusivity. The services of the Sub-Adviser to the Portfolio Manager and the Manager are not deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others (including investment companies or investment trusts) and to engage in other activities (i) so long as its services under this Agreement are not impaired thereby; and (ii) provided that it does not render investment advisory services to other U.S. investment companies which specialize in marketing publicly offered, "no-load/low-load" mutual funds (i.e., those that are sold either with no sales charge or with a front-end or back-end sales charge of up to 2.0%), without first terminating this Agreement in accordance with the provisions set forth below or receiving written permission to do so from the Portfolio Manager and the Manager. If either the Portfolio Manager or the Sub-Adviser terminates this Agreement, by giving sixty (60) days' written notice, in accordance with Section 12 hereof, the Sub-Adviser agrees that for a period of six months following the effective date of termination, it will not render investment advisory services to other U.S. investment companies which specialize in publicly marketing "no-load/low-load" mutual funds (as previously defined) unless the Sub-Adviser has obtained prior written approval from the Manager and the Portfolio Manager to enter such potential advisory agreements. 10. Term. This Agreement shall become effective at the close of business on the date hereof and shall remain in force and effect, subject to Section 12 hereof, for an initial term of two years. 11. Renewal. Following the expiration of its initial two-year term, the Agreement shall continue in force and effect from year to year provided that such continuance is specifically approved at least annually: (a) (i) by the Trust's Trustees or (ii) by the vote of a majority of the Fund's outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act), and (b) by the affirmative vote of a majority of the Trustees who are not parties to this Agreement or interested persons of a party to this Agreement (other than as a Trustee of the Trust), by votes cast in person at a meeting specifically called for such purpose. 12. Termination. This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Trust's Trustees or by vote of a majority of the Fund's outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act), or by the Portfolio Manager or the Sub-Adviser, on sixty (60) days' written notice to the other party. This Agreement shall automatically terminate: (a) in the event of its assignment, the term "assignment" having the meaning defined in Section 2(a)(4) of the 1940 Act, or (b) in the event that the Investment Advisory Agreement between the Manager and the Portfolio Manager shall terminate. 13. Liability of the Sub-Adviser. In the absence of willful misfeasance, bad faith, gross negligence on the part of the Sub-Adviser or its officers, partners or employees, or reckless disregard by the Sub-Adviser of its duties under this Agreement, the Sub-Adviser shall not be liable to the Portfolio Manager, the Manager, the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. 14. Liability of Trustees and Shareholders. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. 15. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Portfolio Manager for this purpose shall be Norfolk House, 3 12 Southampton Place, London WC1A 2AJ, England and the address of the Sub-Adviser for this purpose shall be 117 E. Colorado Boulevard, Pasadena, California 91105. It is agreed that copies of any notices under this Agreement shall be delivered or mailed postage paid to the Manager and that of the Trust for this purpose shall be Federated Investors Tower, Pittsburg, Pennsylvania 15222-3779. 16. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of a controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the 1940 Act reflected in the provision of this Agreement is revoked by rule, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first above written. Attest: LOMBARD ODIER INTERNATIONAL PORTFOLIO MANAGEMENT LIMITED By Title: Company Secretary Attest: WLO GLOBAL MANAGEMENT By Title: Director EX-99.DISTRIBUTORSK 6 Exhibit 6(a)(x) under Form N- 1A Exhibit 1 under Item 601/Reg. S- K BLANCHARD FUNDS DISTRIBUTOR'S CONTRACT AGREEMENT made this 12th day of July, 1995, by and between Blanchard Funds (the "Trust"), a Massachusetts business trust, and FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania Corporation. In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows: 1. The Trust hereby appoints FSC as its agent to sell and distribute shares of the Trust which may be offered in one or more series (the "Funds") consisting of one or more classes (the "Classes") of shares (the "Shares"), as described and set forth on one or more exhibits to this Agreement, at the current offering price thereof as described and set forth in the current Prospectuses of the Trust. FSC hereby accepts such appointment and agrees to provide such other services for the Trust, if any, and accept such compensation from the Trust, if any, as set forth in the applicable exhibits to this Agreement. 2. The sale of any Shares may be suspended without prior notice whenever in the judgment of the Trust it is in its best interest to do so. 3. Neither FSC nor any other person is authorized by the Trust to give any information or to make any representation relative to any Shares other than those contained in the Registration Statement, Prospectuses, or Statements of Additional Information ("SAIs") filed with the Securities and Exchange Commission, as the same may be amended from time to time, or in any supplemental information to said Prospectuses or SAIs approved by the Trust. FSC agrees that any other information or representations other than those specified above which it or any dealer or other person who purchases Shares through FSC may make in connection with the offer or sale of Shares, shall be made entirely without liability on the part of the Trust. No person or dealer, other than FSC, is authorized to act as agent for the Trust for any purpose. FSC agrees that in offering or selling Shares as agent of the Trust, it will, in all respects, duly conform to all applicable state and federal laws and the rules and regulations of the National Association of Securities Dealers, Inc., including its Rules of Fair Practice. FSC will submit to the Trust copies of all sales literature before using the same and will not use such sales literature if disapproved by the Trust. 4. This Agreement is effective with respect to each Class as of the date of execution of the applicable exhibit and shall continue in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial term of this Agreement for one year from the date set forth above, and thereafter for successive periods of one year if such continuance is approved at least annually by the Trustees of the Trust including a majority of the members of the Board of Trustees of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of any Distribution Plan relating to the Trust or in any related documents to such Plan ("Disinterested Trustees") cast in person at a meeting called for that purpose. If a Class is added after the first annual approval by the Trustees as described above, this Agreement will be effective as to that Class upon execution of the applicable exhibit and will continue in effect until the next annual approval of this Agreement by the Trustees and thereafter for successive periods of one year, subject to approval as described above. 5. This Agreement may be terminated with regard to a particular Fund or Class at any time, without the payment of any penalty, by the vote of a majority of the Disinterested Trustees or by a majority of the outstanding voting securities of the particular Fund or Class on not more than sixty (60) days' written notice to any other party to this Agreement. This Agreement may be terminated with regard to a particular Fund or Class by FSC on sixty (60) days' written notice to the Trust. 6. This Agreement may not be assigned by FSC and shall automatically terminate in the event of an assignment by FSC as defined in the Investment Company Act of 1940, as amended, provided, however, that FSC may employ such other person, persons, corporation or corporations as it shall determine in order to assist it in carrying out its duties under this Agreement. 7. FSC shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. 8. This Agreement may be amended at any time by mutual agreement in writing of all the parties hereto, provided that such amendment is approved by the Trustees of the Trust including a majority of the Disinterested Trustees of the Trust cast in person at a meeting called for that purpose. 9. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania. 10. (a) Subject to the conditions set forth below, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the Securities Act of 1933 and Section 20 of the Securities Act of 1934, as amended, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees or controlling persons in connection with the issue and sale of Shares or in connection with the Registration Statement, Prospectuses, or SAIs. (b) FSC agrees to indemnify and hold harmless the Trust, each of its Trustees, each of its officers who have signed the Registration Statement and each other person, if any, who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, but only with respect to statements or omissions, if any, made in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in conformity with, information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof. In case any action shall be brought against the Trust or any other person so indemnified based on the Registration Statement or any Prospectus, SAI, or any amendment or supplement thereof, and with respect to which indemnity may be sought against FSC, FSC shall have the rights and duties given to the Trust, and the Trust and each other person so indemnified shall have the rights and duties given to FSC by the provisions of subsection (a) above. (c) Nothing herein contained shall be deemed to protect any person against liability to the Trust or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the duties of such person or by reason of the reckless disregard by such person of the obligations and duties of such person under this Agreement. (d) Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940, as amended, for Trustees, officers, FSC and controlling persons of the Trust by the Trust pursuant to this Agreement, the Trust is aware of the position of the Securities and Exchange Commission as set forth in the Investment Company Act Release No. IC-11330. Therefore, the Trust undertakes that in addition to complying with the applicable provisions of this Agreement, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Disinterested Trustees, or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence or reckless disregard of duties. The Trust 2 further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an officer, Trustee, FSC or controlling person of the Trust will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Trust is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of non-party Disinterested Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification. 11. FSC is hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust and agrees that the obligations assumed by the Trust pursuant to this Agreement shall be limited in any case to the Trust and its assets and FSC shall not seek satisfaction of any such obligation from the shareholders of the Trust, the Trustees, officers, employees or agents of the Trust, or any of them. 12. If at any time the Shares of any Fund are offered in two or more Classes, FSC agrees to adopt compliance standards as to when a class of shares may be sold to particular investors. 13. This Agreement will become binding on the parties hereto upon the execution of the attached exhibits to the Agreement. 3 EXHIBIT A to the Distributor's Contract BLANCHARD FUNDS BLANCHARD 100% TREASURY MONEY MARKET FUND In consideration of the mutual covenants set forth in the Distributor's contract dated of even date herewith, between Blanchard Funds and Federated Securities Corp., Blanchard Funds executes and delivers this Exhibit on behalf of Blanchard 100% Treasury Money Market Fund, and with respect to the separate classes of shares thereof, first set forth in this Exhibit. Witness the due execution thereof this 12th day of July, 1995. Attest: Blanchard Funds By:/s/ John W. McGonigle By: /s/Josehp A. Machi Secretary Vice President (SEAL) Attest: FEDERATED SECURITIES CORP. By: S. Elliott Cohan By: /s/ John W. McGonigle Secretary Executive Vice President (SEAL) Exhibit B to the Distributor's Contract BLANCHARD FUNDS Blanchard Global Growth Fund Blanchard Short-Term Global Income Fund Blanchard American Equity Fund Blanchard Flexible Income Fund Blanchard Short-Term Bond Fund Blanchard Flexible Tax-Free Bond Fund Blanchard Worldwide Emerging Markets Fund Blanchard Growth & Income Fund Blanchard Capital Growth Fund The following provisions are hereby incorporated and made part of the Distributor's Contract dated of even date herewith, between Blanchard Funds and Federated Securities Corp. with respect to the Class of the Fund set forth above: 1. The Trust hereby appoints FSC to select a group of financial institutions ("Financial Institutions") to sell shares of the above-listed series and Class ("Shares"), at the current offering price thereof as described and set forth in the prospectuses of the Trust. 2. FSC will enter into separate written agreements with various firms to provide the services set forth in Paragraph 1 herein. During the term of this Agreement, the Trust will reimburse FSC for payments made by FSC to obtain services pursuant to this Agreement, a monthly fee computed at the annual rate of up to .25 of 1% of the average aggregate net asset value of the Shares of the of Blanchard Short-Term Global Income Fund, Blanchard Flexible Income Fund, Blanchard Short-Term Bond Fund and Blanchard Flexible Tax-Free Bond Fund, .50 of 1% of the average aggregate net asset value of the shares of Blanchard American Equity Fund, Blanchard Worldwide Emerging Markets Fund, Blanchard Growth & Income Fund and Blanchard Capital Growth Fund, and .75 of 1% of the average aggregate net asset value of the shares of Blanchard Global Growth Fund, held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month. The fees paid hereunder shall be in an amount equal to the aggregate amount of periodic fees paid by FSC to Financial Institutions pursuant to Paragraph 3 herein. 3. FSC, in its sole discretion, may pay Financial Institutions a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by the Trust's Board of Trustees. 4. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts paid to the various firms and the purpose for such payments. 5. In the event any amendment to this Agreement materially increases the fees set forth in Paragraph 2, such amendment must be approved by a vote of a majority of the outstanding voting securities of the appropriate Fund or Class. In consideration of the mutual covenants set forth in the Distributor's Contract dated 1995 between Blanchard Funds and Federated Securities Corp., Blanchard Funds executes and delivers this Exhibit on behalf of the Blanchard Global Growth Fund, Blanchard Short-Term Global Income Fund, Blanchard American Equity Fund, Blanchard Flexible Income Fund, Blanchard Short-Term Bond Fund, Blanchard Flexible Tax-Free Bond Fund, Blanchard Worldwide Emerging Markets Fund, Blanchard Growth & Income Fund, Blanchard Capital Growth Fund and with respect to the classes first set forth in this Exhibit. Witness the due execution hereof this 12th day of July, 1995. Attest: Blanchard Funds By:/s/ John W. McGonigle By: /s/Josehp A. Machi Secretary Vice President (SEAL) Attest: FEDERATED SECURITIES CORP. By: S. Elliott Cohan By: /s/ John W. McGonigle Secretary Executive Vice President (SEAL) EX-99.ADMINSVCSK 7 -- Exhibit 9 under Form N-1A Exhibit 10 under Item 601/Reg. S- K BLANCHARD FUNDS ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement is made as of this 12th day of July, 1995, between Blanchard Funds, a Massachusetts business trust (herein called the "Fund"), and Federated Administrative Services, a Delaware business trust (herein called "FAS"). WHEREAS, the Fund is a Massachusetts business trust consisting of one or more portfolios, which operates as an open- end management investment company and will so register under the Investment Company Act of 1940; and WHEREAS, the Fund desires to retain FAS as its Administrator to provide it with Administrative Services (as herein defined), and FAS is willing to render such services; NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto agree as follows: 1. Appointment of Administrator. The Fund hereby appoints FAS as Administrator of the Fund on the terms and conditions set forth in this Agreement; and FAS hereby accepts such appointment and agrees to perform the services and duties set forth in Section 2 of this Agreement in consideration of the compensation provided for in Section 4 hereof. 2. Services and Duties. As Administrator, and subject to the supervision and control of the Fund's Board of Trustees, FAS will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Fund and each of its portfolios: (a) prepare, file, and maintain the Fund's governing documents and any amendments thereto, including the Declaration of Trust (which has already been prepared and filed), the By-laws and minutes of meetings of Trustees and shareholders; (b) prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Fund and the Fund's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Fund to make a continuous offering of its shares; (c) prepare, negotiate, and administer contracts on behalf of the Fund with, among others, the Fund's investment adviser, distributor, custodian, and transfer agent; (d) supervise the Fund's custodian 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 the net asset value of the Fund and of the declaration and payment of dividends and other distributions to shareholders; (e) calculate performance data of the Fund for dissemination to information services covering the investment company industry; (f) prepare and file the Fund's tax returns; (g) examine and review the operations of the Fund's custodian and transfer agent; (h) coordinate the layout and printing of publicly disseminated prospectuses and reports; (i) perform internal audit examinations in accordance with a charter to be adopted by FAS and the Fund; (j) assist with the design, development, and operation of the Fund; (k) provide individuals reasonably acceptable to the Fund's Board of Trustees for nomination, appointment, or election as officers of the Fund, who will be responsible for the management of certain of the Fund's affairs as determined by the Fund's Board of Trustees; and (l) consult with the Fund and its Board of Trustees on matters concerning the Fund and its affairs. The foregoing, along with any additional services that FAS shall agree in writing to perform for the Fund hereunder, shall hereafter be referred to as "Administrative Services." Administrative Services shall not include any duties, functions, or services to be performed for the Fund by the Fund's investment adviser, distributor, custodian, or transfer agent pursuant to their respective agreements with the Fund. 3. Expenses. FAS shall be responsible for expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the Administrative Services to the Fund, including the compensation of FAS employees who serve as Trustees or officers of the Fund. The Fund shall be responsible for all other expenses incurred by FAS on behalf of the Fund, including without limitation postage and courier expenses, printing expenses, travel expenses, registration fees, filing fees, fees of outside counsel and independent auditors, insurance premiums, fees payable to Trustees who are not FAS employees, and trade association dues. 4. Compensation. For the Administrative Services provided, the Fund hereby agrees to pay and FAS hereby agrees to accept as full compensation for its services rendered hereunder an administrative fee at an annual rate per portfolio of the Fund's shares, payable daily, as specified below: Maximum Administrative Average Daily Net Assets Fee of the Fund .15% on the first $250 million .125% on the next $250 million .100% on the next $250 million .075% on assets in excess of $750 million However, in no event shall the administrative fee received during any year of this Agreement be less than, or be paid at a rate less than would aggregate (i) for portfolios existing on the date of this Agreement, $75,000 per portfolio plus $30,000 per each additional class of shares related to such portfolio added after the date of this Agreement; and (ii) for portfolios created after the date of this Agreement, $150,000 per portfolio having a single class of shares, plus $30,000 per each additional class of shares related to such portfolio. 5. Responsibility of Administrator. (a) FAS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. FAS shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Any person, even though also an officer, trustee, partner, employee or agent of FAS, who may be or become an officer, Trustee, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the duties of FAS hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FAS even though paid by FAS. (b) FAS shall be kept indemnified by the Fund and be without liability for any action taken or thing done by it in performing the Administrative Services in accordance with the above standards. In order that the indemnification provisions contained in this Section 5 shall apply, however, it is understood that if in any case the Fund may be asked to indemnify or save FAS harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FAS will use all reasonable care to identify and 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 FAS against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FAS and thereupon the Fund shall take over complete defense of the claim, and FAS shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. FAS shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FAS except with the Fund's written consent. 6. Duration and Termination. (a) The initial term of this Agreement shall commence on the date hereof, and extend for a period of two years following the first date upon which each of the Fund's existing portfolios has sufficient average daily net assets, in each case, such that FAS will begin to earn a sum not less than its minimum ("annualized") administrative fee per existing portfolio, pursuant to Section 4 of this Agreement ("Initial Term"). (b) During any term of this Agreement, each time the Fund adds a new portfolio, an additional term shall commence on the first date upon which the new portfolio has sufficient average daily net assets such that FAS will begin to earn a sum not less than its minimum ("annualized") administrative fee in connection with the new portfolio pursuant to Section 4 of this Agreement ("Additional Term"). Such Additional Term shall extend to the later to occur of (i) the second anniversary of the commencement of the Additional Term, or (ii) the expiration of the Initial Term. (c) During any term of this Agreement, each time the Fund adds a class of shares to any portfolio, an additional term shall commence on the later to occur of (i) the first date upon which the relevant portfolio has sufficient average daily net assets such that FAS will begin to earn a sum not less than its minimum ("annualized") administrative fee pursuant to Section 4 of this Agreement, or (ii) the effective date of the registration statement or post- effective amendment registering the new class of shares ("Class Term"). Such Class Term shall extend to the later to occur of (i) the second anniversary of the commencement of the Class Term, or (ii) the expiration of the Initial Term. (d) Upon the expiration of any term, this Agreement shall be automatically renewed each year for an additional term of one year, unless notice of termination has been delivered by either party to the other no less than one year before the beginning of any such additional term. 7. Amendment. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought. 8. Limitations of Liability of Trustees or Officers, Employees, Agents and Shareholders of the Fund. FAS is expressly put on notice of the limitation of liability as set forth in the Fund's Declaration of Trust and agrees that the obligations assumed by the Fund pursuant to this Agreement shall be limited in any case to the Fund and its assets and that FAS shall not seek satisfaction of any such obligations from the shareholders of the Fund, the Trustees, Officers, Employees or Agents of the Fund, or any of them. 9. Limitations of Liability of Trustees and Shareholders of FAS. The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or shareholders of FAS, but bind only the trust property of FAS as provided in the Declaration of Trust of FAS. 10. Notices. Notices of any kind to be given hereunder shall be in writing (including facsimile communication) and shall be duly given if delivered to the Fund and to its investment adviser at the following address: Virtus Capital Management, Inc., 707 East Main Street, Suite 1300, Richmond, Virginia 23219 Attention: President and if delivered to FAS at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention: President. 11. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Section 5, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Pennsylvania law; provided, however, that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940 or any rule or regulation promulgated by the Securities and Exchange Commission thereunder. 12. Counterparts. This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. Blanchard Funds By: /s/ Joseph A. Machi Vice President Attest: /s/ John W. McGonigle____ Secretary Federated Administrative Services By: /s/ Edward C. Gonzales Chairman Attest: /s/ John W. McGonigle Secretary EX-99.DISTRIBPLAN 8 Exhibit 15(a)(x) under Form N- 1A Exhibit 1 under Item 601/Reg. S- K BLANCHARD FUNDS DISTRIBUTION PLAN This Distribution Plan ("Plan") is adopted as of this July 12, 1995, by the Board of Trustees of Blanchard Funds (the "Trust"), a Massachusetts business trust with respect to certain classes of shares ("Classes") of the portfolios of the Trust (the "Funds") set forth in exhibits hereto. 1. This Plan is adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 ("Act") so as to allow the Trust to make payments as contemplated herein, in conjunction with the distribution of Classes of the Funds ("Shares"). 2. This Plan is designed to provide incentives to financial institutions ("Financial Institutions") to sell Shares and enable the Funds to pay for the costs and expenses of preparing, printing and distributing prospectuses and sales literature (including those sent to shareholders, prospective shareholders, and Financial Institutions) and the costs of the expenses of the implementation and operation of the Plan. Federated Securities Corp. ("FSC") will pay Financial Institutions a fee in respect of Shares of the Funds owned from time to time by their clients or customers. The schedules of such fees paid or reimbursed by the Trust and the basis upon which such fees shall be paid or reimbursed shall be determined from time to time by the Trust's Board of Trustees in respect of the Classes as set forth on the applicable exhibit. 3. Any payment to Financial Institutions paid or reimbursed by the Trust will be made by FSC pursuant to the "Distributor's Contract" and the "Rule 12b-1 Agreement" which are related documents to the Plan. 4. FSC has the right (i) to select, in its sole discretion, the Financial Institutions to participate in the Plan and (ii) to terminate without cause and in its sole discretion any Rule 12b-1 Agreement. 5. Quarterly in each year that this Plan remains in effect, the Funds' distributor shall prepare and furnish to the Board of Trustees of the Trust, and the Board of Trustees shall review, a written report of the amounts expended under the Plan and the purpose for which such expenditures were made. 6. This Plan shall become effective with respect to each Class ( i) after approval by majority votes of: (a) the Trust's Board of Trustees; (b) the Disinterested Trustees of the Trust, cast in person at a meeting called for the purpose of voting on the Plan; and (c) the outstanding voting securities of the particular Class, as defined in Section 2(a)(42) of the Act and (ii) upon execution of an exhibit adopting this Plan with respect to such Class. 7. This Plan shall remain in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial year of this Plan for the period of one year from the date set forth above and may be continued thereafter if this Plan is approved with respect to each Class at least annually by a majority of the Trust's Board of Trustees and a majority of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such Plan. If this Plan is adopted with respect to a Class after the first annual approval by the Trustees as described above, this Plan will be effective as to that Class upon execution of the applicable exhibit pursuant to the provisions of paragraph 6(ii) above and will continue in effect until the next annual approval of this Plan by the Trustees and thereafter for successive periods of one year subject to approval as described above. 8. All material amendments to this Plan must be approved by a vote of the Board of Trustees of the Trust and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on it. 9. This Plan may not be amended in order to increase materially the costs which the Funds may bear for distribution pursuant to the Plan without being approved by a majority vote of the outstanding voting securities of the Funds as defined in Section 2(a)(42) of the Act. 10. This Plan may be terminated with respect to a particular Fund at any time by: (a) a majority vote of the Disinterested Trustees; or (b) a vote of a majority of the outstanding voting securities of the particular Fund as defined in Section 2(a)(42) of the Act; or (c) by FSC on 60 days notice to the particular Fund. 11. While this Plan shall be in effect, the selection and nomination of Disinterested Trustees of the Trust shall be committed to the discretion of the Disinterested Trustees then in office. 12. All agreements with any person relating to the implementation of this Plan shall be in writing and any agreement related to this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 10 herein. 13. This Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania. EXHIBIT A to the Distribution Plan BLANCHARD FUNDS Blanchard Global Growth Fund Blanchard Short-Term Global Income Fund Blanchard American Equity Fund Blanchard Flexible Income Fund Blanchard Short-Term Bond Fund Blanchard Flexible Tax-Free Bond Fund Blanchard Worldwide Emerging Markets Fund Blanchard Growth & Income Fund Blanchard Capital Growth Fund This Distribution Plan is adopted by Blanchard Funds with respect to the Classes of Shares of the portfolios of the Trust set forth above ("Class") . The fees to be paid by FSC and reimbursed by the Class shall not exceed the annual rate of .25 of 1% of the average aggregate net asset value of the Shares of the of Blanchard Short-Term Global Income Fund, Blanchard Flexible Income Fund, Blanchard Short-Term Bond Fund and Blanchard Flexible Tax-Free Bond Fund, .50 of 1% of the average aggregate net asset value of the shares of Blanchard American Equity Fund, Blanchard Worldwide Emerging Markets Fund, Blanchard Growth & Income Fund and Blanchard Capital Growth Fund, and .75 of 1% of the average aggregate net asset value of the shares of Blanchard Global Growth Fund, held during the month. Witness the due execution hereof this 12th day of July, 1995. BLANCHARD FUNDS By: /s/ Joseph A. Machi Vice President EX-99.12B-1AGMT 9 Exhibit 15(a)(XI) under Form N-1A Exhibit 1 under Item 601/Reg. S-K RULE 12B-1 AGREEMENT This Agreement is made between the Financial Institution executing this Agreement ("Institution") and Federated Securities Corp ("FSC") For the mutual funds (referred to individually as the Fund and collectively as the Funds") for which FSC serves as Distributor of shares of beneficial interest or capital stock ("Shares") and which have adopted a Rule 12b-1 Plan ('Plan") and approved this form of Agreement pursuant to Rule 12b-1 under the Investment Company Act of 1940. In consideration of the mutual covenants hereinafter contained, it as hereby agreed by and between the parties hereto as follows: 1. FSC hereby appoints Institution to render or cause to be rendered distribution and sales services to the Funds and their shareholders 2 The services to be provided under Paragraph 1 may include, but are not limited to, the following: (a) reviewing the activity in Fund accounts; (b) providing training and supervision of its personnel; (c) maintaining and distributing current copies of prospectuses and shareholder reports; (d) advertising the availability of its services and products; (e) providing assistance and review in designing materials to send to customers and potential customers and developing methods of making such materials accessible to customers and potential customers; and (f) responding to customers' and potential customers questions about the Funds. 3. During the term of this Agreement, FSC will pay the Institution fees for each Fund as set forth in a written schedule delivered to the Institution pursuant to this Agreement. FSC's fee schedule for Institution may be changed by FSC sending a new fee schedule to Institution pursuant to Paragraph 12 of this Agreement For the payment period in which this Agreement becomes effective or terminates, there shall be an appropriate probation of the fee on the basis of the number of days that the Rule 12b-1 Agreement is in effect during the quarter. 4. The Institution will not perform or provide any duties which would cause it to be a fiduciary with respect to plans or accounts governed by Section 4975 of the Internal Revenue Code, as amended. For purposes of that Section, the Institution understands that any person who exercises any discretionary authority or discretionary control with respect to any individual retirement account or its assets or who renders investment advice for a fee, or has any authority or responsibility to do so, or has any discretionary authority or discretionary responsibility in the administration of such an discount, is a fiduciary. 5. The Institution understands that the Department of Labor views ERISA as prohibiting fiduciaries of discretionary ERISA assets from receiving fees or other compensation from funds in which the fiduciary s discretionary ERISA assets are invested, except to the extent permitted by PTE 77-3 and PTE 77-4. To date, the Department of Labor has not issued any exemptive order or Advisory opinion that would exempt fiduciaries from this interpretation. Without specific authorization from the Department of Labor, fiduciaries should carefully avoid investing discretionary assets in any fund pursuant to an arrangement where the fiduciary is to be compensated by the fond for such investment. Receipt of such compensation could violate ERISA provisions against fiduciary self-dealing and conflict of interest and could subject the Fiduciary to substantial penalties. 6. The Institution agrees not to solicit or cause to be solicited directly, or indirectly at any time in the future any proxies from the shareholders of any or all of the Funds in opposition to proxies solicited by management of the Fund or Funds, unless a court of competent jurisdiction shall so direct or shall have determined that the conduct of a majority of the Board of Directors or Trustees of the Fund or Funds constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of their duties. This paragraph 6 will survive the term of this Agreement. 7. With respect to each Fund, this Agreement shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year if the form of this Agreement is approved at least annually by the Directors or Trustees of the Fund, including a majority of the members of the Board of Directors or Trustees of the Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Fund's Plan or in any related documents to the Plan ("Disinterested Directors or Trustees") cast in person at a meeting called for that purpose. 8. Notwithstanding paragraph 7, this Agreement may be terminated as follows: (a) at any time without the payment of any penalty, by the vote of a majority of the Disinterested Directors or Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund as defined in the Investment Company Act of 1940 on not more than sixty (60) days' written notice to the parties to this Agreement; (b) automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940 or upon the termination of the "Distributor's Contract" between the Fund and FSC; and (c) by either party to the Agreement without cause by giving the other party at least sixty (60) days' written notice of its intention to terminate. 9. The termination of this Agreement with respect to any one Fund will not cause the Agreement's termination with respect to any other Fund. 10. The Institution agrees to use its reasonable efforts to obtain any taxpayer identification number certification from its customers required under Section 3406 of the Internal Revenue Code, and any applicable Treasury regulations, and to provide FSC or its designee with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding. 11. This Agreement supersedes any prior service agreements between the parties for the Funds. 12. This Agreement may be amended by FSC from time to time by the following procedure. FSC will mail a copy of the amendment to the Institution's address, as shown below. If the Institution does not object to the amendment within thirty (30) days after its receipt, the amendment will become part of the Agreement. The Institution's objection must be in writing and be received by FSC within each thirty days. 13. This Agreement shell be construed in accordance with the Laws of the Commonwealth of Pennsylvania. (Institution) Address City State Zip Code Dated: , 1995 By: Authorized Signature Title Print Name of Authorized Signature FEDERATED SECURITIES CORP. Federated Investors Tower Pittsburgh. Pennsylvania 15222-3779 By: James F. Getz, President 2 BLANCHARD FUNDS EXHIBIT A to 12b-1 Agreement with Federated Securities Corp. ("FSC") Portfolios FSC will pay Institution fees for the following portfolios (the "Funds") effective as of the dates set forth below: Name Date Blanchard Global Growth Fund , 1995 Blanchard Short-Term Global Income Fund , 1995 Blanchard American Equity Fund , 1995 Blanchard Flexible Income Fund , 1995 Blanchard Short-Term Bond Fund , 1995 Blanchard Flexible Tax-Free Bond Fund , 1995 Blanchard Worldwide Emerging Markets Fund , 1995 Blanchard Growth & Income Fund , 1995 Blanchard Capital Growth Fund , 1995 Administrative Fees 1. During the term of this Agreement, FSC will pay Institution a quarterly fee in respect of each Fund. This fee will be computed at the annual rate of 0.25% of the average daily net asset value of Shares of Blanchard Short- Term Global Income Fund, Blanchard Flexible Income Fund, Blanchard Short-Term Bond Fund and Blanchard Flexible Tax- Free Bond Fund, .50 of 1% of the average aggregate net asset value of Shares of value of the shares of Blanchard Worldwide Emerging Markets Fund, Blanchard American Equity Fund, Blanchard Growth & Income Fund and Blanchard Capital Growth Fund, and .75% of 1% of the average aggregate net asset value of Shares of Blanchard Global Growth Fund, held during the quarter in accounts for which the Institution provides services under this Agreement, so long as the average net asset value of Shares in each Fund during the quarter equals or exceeds such minimum amount as FSC shall from time to time determine and communicate in writing to the Institution. 2. For the quarterly period in which the Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the quarter. EX-27.FINANCIALDATA 10
6 1 Blanchard 100% Treasury Money Market Fund 12-MOS Apr-30-1995 Apr-30-1995 160,428,893 160,428,893 5,160,067 223,138 0 165,812,098 0 0 657,539 657,539 0 165,154,559 165,260,846 230,897,250 0 0 0 0 0 165,154,559 0 9,612,788 0 1,973,239 7,639,549 0 0 7,639,549 0 7,639,549 0 0 212,621,088 285,432,758 7,175,266 (65,636,404) 0 0 0 0 1,005,077 0 2,139,934 201,015,400 1.000 0.040 0.000 0.040 0.000 0.000 1.000 99 0 0.000
EX-27.FINANCIALDATA 11
6 2 Blanchard American Equity Fund 12-MOS Apr-30-1995 Apr-30-1995 7,973,450 9,354,161 336,145 94,748 0 9,785,054 47,767 0 108,944 156,711 0 9,219,364 1,000,269 1,483,066 (11,865) 0 (959,867) 0 1,380,711 9,628,343 107,980 30,332 0 357,166 (218,854) (304,036) 1,056,341 533,451 0 0 0 259,191 417,825 928,616 27,994 (4,341,999) 0 (689,720) 0 0 128,735 0 449,690 11,703,182 9.420 (0.010) 0.450 0.000 0.000 0.230 9.630 305 0 0.000
EX-27.FINANCIALDATA 12
6 3 Blanchard Flexible Income Fund 12-MOS Apr-30-1995 Apr-30-1995 264,137,677 257,883,046 5,875,827 378,675 0 264,137,548 0 0 1,714,464 1,714,464 0 287,964,673 55,757,152 113,566,753 0 (742,594) (18,559,663) 0 (6,239,332) 262,423,084 235,141 29,159,495 0 5,727,543 23,667,093 (25,650,427) 9,037,357 7,054,023 0 178,445 0 23,736,224 22,941,483 84,785,272 4,034,188 (287,831,041) 0 15,868,184 15,600,252 0 2,723,672 0 5,770,965 363,156,267 4.850 0.300 (0.130) 0.000 0.000 0.310 4.710 158 0 0.000
EX-27.FINANCIALDATA 13
6 4 Blanchard Flexible Tax-Free Bond Fund 12-MOS Apr-30-1995 Apr-30-1995 16,902,792 17,256,175 2,226,458 61,211 0 19,543,844 0 0 48,282 48,282 0 20,737,821 3,877,709 4,873,296 0 (12,275) (1,583,367) 0 353,383 19,495,562 0 1,244,175 0 211,741 1,032,434 (1,143,934) 1,890,650 1,779,150 0 1,032,434 0 12,875 2,686,852 3,854,437 171,998 (3,771,497) 600 (439,433) 0 0 151,593 0 459,760 20,212,400 4.770 0.240 0.260 0.230 0.010 0.000 5.030 100 0 0.000
EX-27.FINANCIALDATA 14
6 5 Blanchard Global Growth Fund 12-MOS Apr-30-1995 Apr-30-1995 85,030,348 87,327,076 2,407,266 1,516,999 0 91,251,341 3,746,085 0 417,379 4,163,464 0 87,241,249 8,972,356 10,937,349 1,644,700 0 (4,098,048) 0 2,299,976 87,087,877 1,011,758 2,203,012 0 2,469,377 745,393 (3,163,377) 786,906 (1,631,078) 0 0 0 2,156,307 1,720,511 3,905,396 219,892 (22,717,565) 0 (153,066) 334,578 0 983,753 0 2,469,377 98,375,300 10.040 0.080 (0.190) 0.000 0.000 0.220 9.710 251 0 0.000
EX-27.FINANCIALDATA 15
6 6 Blanchard Precious Metals, Inc. Fund 12-MOS Apr-30-1995 Apr-30-1995 81,447,712 75,994,976 2,222,459 73,396 0 78,290,831 1,488,195 0 1,520,775 3,008,970 0 83,303,714 10,570,288 7,800,790 (166,448) 0 0 (2,402,669) (5,452,736) 75,281,861 480,104 280,575 0 1,881,774 (1,121,095) 254,076 (3,793,965) (4,660,984) 0 0 11,025,117 0 9,822,619 8,527,815 1,474,694 7,188,990 (7,356) 1,240,149 0 0 756,766 0 1,881,774 756,766,000 8.730 (0.020) (0.410) 0.000 1.090 0.090 7.120 249 0 0.000
EX-27.FINANCIALDATA 16
6 7 Blanchard Short-Term Bond Fund 12-MOS Apr-30-1995 Apr-30-1995 23,141,680 22,952,464 543,554 96,200 0 23,592,218 0 0 147,711 147,711 0 24,355,402 7,985,358 14,460,795 0 (58,696) (662,983) 0 (189,216) 23,444,507 0 1,934,317 0 431,437 1,502,880 (572,264) 443,090 1,373,706 0 1,502,880 0 18,912 7,207,260 14,143,317 460,620 (18,936,653) 0 (128,863) (189,258) 0 235,737 0 666,100 31,431,600 2.930 0.150 0.000 0.140 0.000 0.000 2.940 138 0 0.000
EX-27.FINANCIALDATA 17
6 8 Blanchard Short-Term Global Income Fund 12-MOS Apr-30-1995 Apr-30-1995 228,441,795 229,015,120 58,303,925 5,744,281 0 293,063,326 50,456,095 0 8,737,783 59,193,878 0 259,231,663 141,135,916 298,791,806 0 12,018,933 (10,744,046) 0 (2,599,236) 233,869,448 0 27,791,428 0 5,615,182 22,176,246 (44,398,143) 15,576,577 (6,645,320) 0 0 0 22,509,967 46,167,838 214,657,986 10,834,258 (301,271,643) 0 123,131 18,495,810 0 2,811,067 0 5,797,267 374,808,933 1.790 0.100 (0.130) 0.000 0.000 0.100 1.660 151 0 0.000
EX-27.FINANCIALDATA 18
6 9 Blanchard Worldwide Emerging Markets Fund 12-MOS Apr-30-1995 Apr-30-1995 12,946,228 11,555,008 640,230 750,166 0 12,945,404 762,573 0 44,779 807,352 0 16,198,715 1,895,181 1,007,868 (115,247) 0 (2,552,372) 0 (1,393,044) 12,138,052 122,193 187,123 0 516,016 (206,700) (2,459,682) (1,382,453) (4,048,835) 0 0 0 0 2,641,403 1,754,090 0 4,095,483 (707) (184,850) 0 0 174,720 0 606,313 13,977,600 7.980 (0.110) (1.470) 0.000 0.000 0.000 6.400 359 0 0.000
EX-27.FINANCIALDATA 19
6 10 Blanchard Growth & Income Fund 6-MOS Oct-31-1995 Apr-30-1995 3,807,351 4,001,984 0 81,715 0 4,083,699 0 0 113,615 113,615 0 3,763,343 538,628 0 (13,733) 0 25,841 0 194,633 3,970,084 11,975 19,602 0 43,191 (11,614) 25,841 194,633 208,860 0 2,119 0 0 872,955 334,625 298 3,970,084 0 0 0 0 7,310 0 45,267 1,340,105 7.000 (0.020) 0.400 0.010 0.000 0.000 7.370 410 0 0.000
EX-27.FINANCIALDATA 20
6 11 Blanchard Capital Growth Fund 6-MOS Oct-31-1995 Apr-30-1995 1,478,450 1,555,296 4,213 79,615 0 1,639,124 0 0 106,095 106,095 0 1,462,120 212,388 0 (23,760) 0 17,822 0 76,846 1,533,028 3,914 4,227 0 31,901 (23,760) 17,822 76,846 70,908 0 0 0 0 290,896 78,508 0 1,533,028 0 0 0 0 3,431 0 32,771 628,988 7.000 (0.110) 0.330 0.000 0.000 0.000 7.220 645 0 0.000