As filed with the U.S. Securities and Exchange Commission on January 31, 1997
Registration Nos. 333-02205 and 811-07583
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 3
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 5
REPUBLIC ADVISOR FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219-3035
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(614) 470-8000
George O. Martinez
3435 Stelzer Road, Columbus, Ohio 43219-3035
(Name and Address of Agent for Service)
Copy to:
Allan S. Mostoff, Esq.
Dechert Price & Rhoads, 1500 K Street, N.W., Washington, DC 20005
[X] It is proposed that this filing will become effective on February 14, 1997
pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[X] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has previously registered an indefinite number of its shares of
beneficial interest (par value $0.01 per share) under the Securities Act of
1933, as amended, pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended. Registrant filed the notice required by Rule 24f-2 with
respect to its series, Republic Fixed Income Fund, Republic International
Equity Fund and Republic Small Cap Equity Fund, for their fiscal years ending
October 31, 1996 on December 23, 1996.
Republic Portfolios has also executed this Registration Statement.
<PAGE>
CROSS REFERENCE SHEET
PART A; INFORMATION REQUIRED IN PROSPECTUS
ITEM NUMBER PROSPECTUS CAPTION
Item 1. Cover Page Cover Page
Item 2. Synopsis Highlights
Item 3. Condensed Financial Financial Highlights
Information
Item 4. General Description of Investment Objective
Registrant and Policies; Additional
Risk Factors and Policies;
Special Information Concerning
the Two-Tier Fund Structure
Item 5. Management of the Fund Management of the Trust and
Portfolio Trust
Item 5A. Management's Discussion Not Applicable
of Fund Performance
Item 6. Capital Stock and Other Dividends and
Securities Distributions; Tax Matters;
Description of
Shares, Voting Rights and
Liabilities
Item 7. Purchase of Securities Purchase of Shares;
Being Offered Determination of Net
Asset Value
Item 8. Redemption or Repurchase Redemption of Shares
Item 9. Legal Proceedings Not Applicable
PART B; INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
Statement of Additional
ITEM NUMBER INFORMATION CAPTION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and Not Applicable
History
Item 13. Investment Objectives and Investment Objective,
Policies Policies and Restrictions
Item 14. Management of the Registrant Management of the Trust and
Portfolio Trust
Item 15. Control Persons and Management of the Trust and
Principal Holders of Portfolio Trust
Securities
Item 16. Investment Advisory and Management of the Trust and
Other Services Portfolio Trust
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Other Information
Securities
<PAGE>
Item 19. Purchase, Redemption and Determination of Net Asset
Pricing of Securities Being Value; See also:
Offered Prospectus - Purchase of
Shares; Prospectus -
Redemption of Shares;
Prospectus - Determination
of Net Asset Value
Item 20. Tax Status Taxation
Item 21. Underwriters Management of the Trust and
the Portfolio Trust
Item 22. Calculation of Performance Performance Information;
Data See also: Prospectus --
Performance Information
Item 23. Financial Statements Financial Statements
PART C. Information required to be included in Part C is set forth under the
appropriate items, so numbered, in Part C of this Registration Statement.
EXPLANATORY NOTE
This Post-Effective Amendent No. 3 to the Registration Statement of Republic
Advisor Funds Trust is being filed solely for the purpose of delaying the
effectiveness of Post-Effective Amendment No. 2 which was filed on November 26,
1996. Accordingly, Post-Effective Amendment No. 2 is incorporated in its
entirety into this filing.
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS.
(a) Financial Statements.
To be filed by amendment.
(b) Exhibits
1. Declaration of Trust; Establishment and designation of series for
Republic Fixed Income Fund, Republic International Equity Fund, and
Republic Small Cap Equity Fund.2
2. By-Laws.1
6 Master Distribution Contract, with supplements regarding Republic Fixed
Income Fund, Republic International Equity Fund and Republic Small Cap
Equity Fund.2
6(b). Master Administrative Services Contract, with supplements regarding
Republic Fixed Income Fund, Republic International Equity Fund and
Republc Small Cap Equity Fund.2
10. Opinion of counsel.2
11. Not applicable.
16. Schedule for computation of performance quotations.2
17. Not applicable.
19. Powers of attorney for Trustees and officers.3
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1 Incorporated herein by reference from the registration statement on Form
N-1A of the Registrant (File No. 333-2205) (the "Registration Statement")
as filed with the Securities and Exchange Commission (the "SEC") on
April 3, 1996.
2 Incorporated herein by reference from pre-effective amendment no. 1 to the
Registration Statement as filed with the SEC on June 24, 1996.
3 Incorporated herein by reference from pre-effective amendment no. 2 to the
Registration Statement as filed with the SEC on July 31, 1996.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of October 31, 1996, the number of holders of shares of beneficial
interest (par value $0.01 per share) of each Fund was as follows:
Republic Fixed Income Fund: 44.
Republic International Equity Fund: 102.
Republic Small Cap Equity Fund: 93.
ITEM 27. INDEMNIFICATION
Reference is hereby made to Article V of the Registrant's Declaration of
Trust. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees or officers of the Registrant by the
Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Investment Company
Act of 1940 and, therefore, is unenforceable.
If a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by trustees or officers
of the Registrant in connection with the successful defense of any act, suit or
proceeding) is asserted by such trustees or officers in connection with the
shares 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 issues.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
(a) Republic National Bank of New York ("Republic") acts as investment
adviser to Republic Funds and Republic Advisor Funds Trust, and is a subsidiary
of Republic New York Corporation ("RNYC"), 452 Fifth Avenue, New York, New York
10018, a registered bank holding company. Republic's directors and principal
executive officers, and their business and other connections for at least the
past two years, are as follows (unless otherwise noted by footnote, the address
of all directors and officers is 452 Fifth Avenue, New York, New York 10018):
NAME -- BUSINESS AND OTHER CONNECTIONS
KURT ANDERSEN
Vice Chairman and a Director of Republic New York Corporation ("RNYC") and
Republic Bank.
ANTHONY G. CHAPPELL
Executive Vice President and Director of Republic Bank.
CYRIL S. DWEK
Vice Chairman of the Board and Director of Republic Bank and RNYC.
ERNEST GINSBERG
Vice Chairman of the Board and Director of RNYC and Republic Bank.
NATHAN HASSON
Vice Chairman of the Board, Director and Treasurer of Republic Bank and
Vice Chairman of the Board and Director of RNYC.
JEFFREY C. KEIL
President and Director of RNYC and Vice Chairman of the Board and
Director of Republic Bank.
PETER KIMMELMAN
A private investor and a Director of RNYC and Republic Bank.(1)
PAUL L. LEE
Executive Vice President and Director of Republic Bank;
Executive Vice President and General Counsel of RNYC.
LEONARD LIEBERMAN
Director of various companies, including Consolidated Cigar Corporation and
Outlet Communications, Inc.; Director of RNYC and Republic Bank.
WILLIAM C. MACMILLEN, JR.
President, William C. MacMillen & Co., Inc. (Investment Banking) and
a Director of RNYC and Republic Bank.(2)
PETER J. MANSBACH
Director and Chairman of the Executive Committee of Republic Bank and RNYC.
MARTIN F. MERTZ
Director of RNYC and Republic Bank.
CHARLES G. MEYER, JR.
President of Cord Meyer Development Co. and Director of Republic Bank.(3)
JAMES L. MORICE
Partner in the management consulting and executive search firm of
Mirtz Morice, Inc. and a Director of RNYC and Republic Bank.(4)
E. DANIEL MORRIS
President, Corsair Capital Corporation and Director of RNYC.
DR. JANET L. NORWOOD
Senior Fellow at The Urban Institute (research organization); Director of RNYC
and Republic Bank.
JOHN A. PANCETTI
Director of RNYC and Republic Bank.
VITO S. PORTERA
Vice Chairman of the Board, and a Director of RNYC and Republic Bank. Also,
Chairman of the Board of Republic International Bank of New York, the Florida
Edge Act subsidiary of Republic Bank.
WILLIAM P. ROGERS
Partner, Rogers & Wells and Director of RNYC and Republic Bank.
SILAS SAAL
Vice Chairman and Director of Republic Bank and RNYC; Chief Trading Officer of
Republic Bank.
DOV C. SCHLEIN
President and Chief Operating Officer of Republic Bank, and a Director of RNYC
and Republic Bank.
RICHARD C. SPIKERMAN
Executive Vice President and Director of Republic Bank.
JOHN TAMBERLANE
Director of Republic Bank; President of the Consumer Bank Division of Republic
Bank.
WALTER H. WEINER
Chairman of the Board, Director and Chief Executive Officer of Republic Bank
and RNYC.
GEORGE T. WENDLER
Vice Chairman and Director of Republic Bank; Senior Credit Officer of Republic
Bank.
PETER WHITE
Senior Consultant and a Director of RNYC and Republic Bank.
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(1) 1270 Avenue of the Americas, Suite 3010, New York 10020.
(2) 254 Victoria Place, Lawrence, New York 11559.
(3) 111-15 Queens Boulevard, 2nd Floor, Forest Hills, New York,
New York 11375.
(4) One Dock Street, Stamford, CT 06902
ITEM 29. PRINCIPAL UNDERWRITER
(a) BISYS Fund Services (the "Sponsor") and its
affiliates serve as distributor and administrator for other registered
investment companies.
(b) The information required by this Item 29 with respect to each director
or officer of the Sponsor is hereby incorporated herein by reference from
Form BD as filed by the Sponsor pursuant to the Securities Exchange Act of 1934
(File No. 8-32480).
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The account books and other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of: Republic National
Bank of New York, 452 Fifth Avenue, New York, New York 10018; BISYS Fund
Services, 3435 Stelzer Road, Columbus, Ohio 43219-3035; and Investors Bank &
Trust Company, N.A., 89 South Street, Boston, Massachusetts 02111.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) The Registrant will furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders
upon request and without charge.
(b) The Registrant undertakes to file a post-effective amendment, using
financials which need not be certified, within four to six months following the
latter of the effective date of this registration statement or the date that
shares of Republic Fixed Income Fund, Republic International Equity Fund, and
Republic Small Cap Equity Fund are publicly offered. The financial statements
included in such amendment will be as of and for the time period ended on a date
reasonably close or as soon as practible to the date to the filing of the
amendment
(c) The Registrant undertakes to comply with Section 16(c) of the 1940 Act
as though such provisions of the Act were applicable to the Registrant, except
that the request referred to in the third full paragraph thereof may only be
made by shareholders who hold in the aggregate at least 10% of the outstanding
shares of the Registrant, regardless of the net asset value or values of shares
held by such requesting shareholders.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Republic Advisor Funds Trust has caused this
post-effective amendment to its registration statement (the "Registration
Statement") on Form N-1A (File Nos. 333-02205 and 811-07583) to be signed on its
behalf by the undersigned, thereto duly authorized in Ireland on the 31st
day of January, 1997.
REPUBLIC ADVISOR FUNDS TRUST
By /S/ GEORGE O. MARTINEZ**
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George O. Martinez
President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated on January 31, 1997.
/s/ GEORGE O. MARTINEZ**
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George O. Martinez
President
/s/ ADRIAN WATERS
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Adrian Waters
Treasurer and Principal Accounting and Financial Officer
ALAN S. PARSOW*
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Alan S. Parsow
Trustee
LARRY M. ROBBINS*
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Larry M. Robbins
Trustee
MICHAEL SEELY*
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Michael Seely
Trustee
FREDERICK C. CHEN*
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Frederick C. Chen
Trustee
*By /s/ DAVID J. HARRIS
--------------------------
David J. Harris,
as attorney-in-fact pursuant to a power of attorney filed as Exhibit 19
to post-effective amendment No. 2.
**By /s/ Adrian Waters
--------------------------
Adrian Waters,
as attorney-in-fact pursuant to a power of attorney filed as Exhibit 19
to post-effective amendment No. 2.
<PAGE>
Republic Portfolios (the "Portfolio Trust") has duly caused this
post-effective amendment to the registration statement (the "Registration
Statement") on Form N-1A (File No. 333-02205) of Republic Advisor Funds Trust to
be signed on its behalf by the undersigned, thereto duly authorized in
Ireland on the 31st day of January, 1997.
REPUBLIC PORTFOLIOS
By GEORGE O. MARTINEZ**
--------------------------
George O. Martinez
President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the Registration Statement on Form N-1A of Republic
Advisor Funds Trust has been signed below by the following persons in the
capacities indicated on January 31, 1997.
GEORGE O. MARTINEZ**
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George O. Martinez
President of the Portfolio Trust
/s/ ADRIAN WATERS
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Adrian Waters
Treasurer and Principal Accounting and Financial Officer of the Portfolio Trust
ALAN S. PARSOW*
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Alan S. Parsow
Trustee of the Portfolio Trust
LARRY M. ROBBINS*
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Larry M. Robbins
Trustee of the Portfolio Trust
MICHAEL SEELY*
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Michael Seely
Trustee of the Portfolio Trust
FREDERICK C. CHEN*
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Frederick C. Chen
Trustee of the Portfolio Trust
*By /S/ DAVID J. HARRIS
--------------------------
David J. Harris
as attorney-in-fact pursuant to a power of attorney filed as Exhibit 19
to post-effective amendment No. 2.
** By /S/ ADRIAN WATERS
--------------------------
Adrian Waters,
as attorney-in-fact pursuant to a power of attorney filed as Exhibit 19
to post-effective amendment No. 2.
