As filed with the Securities and Exchange Commission on March 17, 2000
Registration No. 333-10015
File No. 811-07763
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 11 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 12 [X]
MASTERS' SELECT FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
4 Orinda Way, Suite 230-D
Orinda, CA 94563
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (925) 254-8999
Kenneth E. Gregory
4 Orinda Way, Suite 230-D
Orinda, CA 94563
(Name and Address of Agent for Service)
Copy to:
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California Street, 29th Floor
San Francisco, CA 94104
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b)
[X] On April 14, 2000, pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On ______________, pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On ______________, pursuant to paragraph (a)(2) 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.
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<PAGE>
As filed with the Securities and Exchange Commission on March 17, 2000
Registration No. 333-10015
File No. 811-07763
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Part A
of
Form N-1A
REGISTRATION STATEMENT
MASTERS' SELECT FUNDS TRUST
Masters' Select Equity Fund
Masters' Select International Fund
Masters' Select Smaller Companies Fund
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<PAGE>
PART A.
The Registrant has filed the information required in the prospectus in
Post-Effective Amendment No. 9 to its Registration Statement on Form N1-A on
January 18, 2000 and is hereby incorporated by reference. The Registrant has not
amended its prospectus.
<PAGE>
As filed with the Securities and Exchange Commission on March 17, 2000
Registration No. 333-10015
File No. 811-07763
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Part B
of
Form N-1A
COMBINED REGISTRATION STATEMENT
MASTERS' SELECT FUNDS TRUST
Masters' Select Equity Fund
Masters' Select International Fund
Masters' Select Smaller Companies Fund
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<PAGE>
PART B.
The Registrant has filed the information required in the Statement Of Additional
Information in Post-Effective Amendment No. 9 to its Registration Statement on
Form N1-A on January 18, 2000 and is hereby incorporated by reference. The
Registrant has not amended its Statement of Additional Information.
<PAGE>
As filed with the Securities and Exchange Commission on March 17, 2000
Registration No. 333-10015
File No. 811-07763
================================================================================
Part C
of
Form N-1A
COMBINED REGISTRATION STATEMENT
MASTERS' SELECT FUNDS TRUST
Masters' Select Equity Fund
Masters' Select International Fund
Masters' Select Smaller Companies Fund
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<PAGE>
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
(1) (a) Agreement and Declaration of Trust (1)
(b) Amendment to Agreement and Declaration of Trust (2)
(2) By-Laws (1)
(3) Not applicable
(4) (a) Form of Investment Advisory Agreement (2)
(b)(i) Investment Management Agreement with Davis Selected Advisers
LP (3)
(ii) Investment Management Agreement with Friess Associates,
Inc.(3+)
(iii) Investment Management Agreement with Jennison Associates(3+)
(iv) Investment Management Agreement with Southeastern Asset
Management, Inc.(3)
(v) Investment Management Agreement with Strong Capital
Management, Inc. (3)
(vi) Form of Investment Management Agreement with Masters' Select
International Sub-Advisors4
(vii) Form of Investment Management Agreement with Janus
Capital Corp. (4)
(viii) Form of Investment Management Agreement with Harris
Associates
(5) Distribution Agreement (3)
(6) Not applicable
(7) Custodian Agreement (3)
(8) Administration Agreement with Investment Company
Administration Corporation (2)
(9) Opinion and consent of counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Investment letter (3)
(13) Distribution Plan - Not applicable
(14) Financial Data Schedule - [No longer required]
(15) 18f-3 Plan - Not applicable
- ----------
(1) Previously filed as an exhibit to the Registration Statement on Form N-1A
of the Registration (File No. 333-10015) on August 12, 1996, and
incorporated herein by reference.
(2) Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A of the Registrant (File No. 333-10015)
on November 15, 1996, and incorporated herein by reference.
(3) Previously filed as an exhibit to Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A of the Registrant (File No. 333-10015)
on December 16, 1996, and incorporated herein by reference.
+ Filed with amendment.
(4) Previously filed as an exhibit to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A of the Registrant (File No. 333-10015)
on August 29, 1997, and incorporated herein by reference.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 25. INDEMNIFICATION:
Article VI of Registrant's By-Laws states as follows:
Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
<PAGE>
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.
Section 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceedings, if it is determined that persons acted in
good faith and reasonably believed:
in the case of conduct in his official capacity as a Trustee of the Trust,
that his conduct was in the Trust's best interests, and
in all other cases, that his conduct was at least not opposed to the
Trust's best interests, and
in the case of a criminal proceeding, that he had no reasonable cause to
believe the conduct of that person was unlawful.
The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of this
Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.
Section 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of this Trust to procure a judgment in
its favor by reason of the fact that that person is or was an agent of this
Trust, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
Trust and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.
Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to
the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
In respect of any claim, issue, or matter as to which that person
shall have been adjudged to be liable on the basis that personal
benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the person's official capacity; or
In respect of any claim, issue or matter as to which that person shall
have been adjudged to be liable in the performance of that person's
duty to this Trust, unless and only to the extent that the court in
which that action was brought shall determine upon application that in
view of all the circumstances of the case, that person was not liable
by reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity for the
expenses which the court shall determine; or
<PAGE>
Of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or of expenses
incurred in defending a threatened or pending action which is settled
or otherwise disposed of without court approval, unless the required
approval set forth in Section 6 of this Article is obtained.
Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of nay claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that based upon a review of the facts, the agent was not liable by reason of the
disabling conduct referred to in Section 4 of this Article.
Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if authorized in the specific case on a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article and
is not prohibited from indemnification because of the disabling conduct set
forth in Section 4 of this Article, by:
A majority vote of a quorum consisting of Trustees who are not parties to
the proceeding and are not interested persons of the Trust (as defined in
the Investment Company Act of 1940); or
A written opinion by an independent legal counsel.
Section 7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding upon a written undertaking by or on behalf of the agent, to repay the
amount of the advance if it is ultimately determined that he or she is not
entitled to indemnification, together with at least one of the following as a
condition to the advance: (i) security for the undertaking; or (ii) the
existence of insurance protecting the Trust against losses arising by reason of
any lawful advances; or (iii) a determination by a majority of a quorum of
Trustees who are not parties to the proceeding and are not interested persons of
the Trust, or by an independent legal counsel in a written opinion, based on a
review of readily available facts that there is reason to believe that the agent
ultimately will be found entitled to indemnification. Determinations and
authorizations of payments under this Section must be made in the manner
specified in Section 6 of this Article for determining that the indemnification
is permissible.
Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.
Section 9. LIMITATIONS. No indemnification or advance shall be made under
this Article, except as provided in Sections 5 or 6 in any circumstances where
it appears:
(1) that it would be inconsistent with a provision of the Agreement and
Declaration of Trust of the Trust, a resolution of the shareholders,
or an agreement in effect at the time of accrual of the alleged cause
of action asserted in the proceeding in which the expenses were
incurred or other amounts were paid which prohibits or otherwise
limits indemnification; or
(2) that it would be inconsistent with any condition expressly imposed by
a court in approving a settlement.
<PAGE>
Section 10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.
Section 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to nay proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
The information required by this item is contained in the Form ADV of the
following entities and is incorporated herein by reference:
Name of investment adviser File No.
-------------------------- --------
Litman/Gregory Fund Advisors, LLC 801-52710
Davis Selected Advisers, L.P. 801-31648
Southeastern Asset Management, Inc.801-11123
Jennison Associates Capital Corp. 801-5608
Freiss and Associates 801-16178
Strong Capital Management, Inc. 801-10724
Janus Capital Corp. 801-13991
Mastholm Asset Management, LLC 801-
Harris Associates 801-50333
Artisan Partners 801-48435
BPI Global Asset Management 801-53972
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) First Fund Distributors, Inc. currently serves as distributor of the
shares of:
Advisors Series Trust
Brandes Investment Funds
Builders Fixed Income Fund, Inc.
Dessauer Global Equity Fund, Inc.
Fleming Mutual Fund Group, Inc.
Fremont Mutual Funds
Guinness Flight Investment Funds
Investors Research Fund, Inc.
Jurika & Voyles Mutual Funds
Kayne Anderson Mutual Funds
Masters' Select Funds Trust
O'Shaughnessy Funds, Inc.
PIC Investment Trust
Professionally Managed Portfolios
Puget Sound Alternative Investment Series Trust
Rainier Investment Management Mutual Funds
Rochdale Investment Trust
RNC Mutual Fund Group, Inc.
The Purisima Funds
Trust For Investment Managers
<PAGE>
(b) The following information is furnished with respect to the officers of
First Fund Distributors, Inc.::
Name and Principal Position and Offices with Position and Offices
Business Address* First Fund Distributors, Inc. with Registrant
- ----------------- ----------------------------- ---------------
Robert H. Wadsworth President and Treasurer Assistant Secretary
Eric M. Banhazl Vice President and Secretary Assistant Treasurer
Steven J. Paggioli Vice President Assistant Secretary
- ----------
* The principal business address of persons and entities listed is 4455 E.
Camelback Rd., Ste. 261-E, Phoenix, AZ 85018.
(c) Not applicable.
ITEMS 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of the following persons:
(a) the documents required to be maintained by paragraph (4) of Rule
31a-1(b) will be maintained by the Registrant;
(b) the documents required to be maintained by paragraphs (5), (6), (10)
and (11) of Rule 31a-1(b) will be maintained by the respective investment
managers:
Davis Selected Advisers, L.P., 124 East Marcy Street, Santa Fe, NM 87501
Southeastern Asset Management, Inc., 6075 Poplar Avenue, Memphis, TN 38119
Jennison Associates Capital Corp., 466 Lexington Avenue, New York, NY 10017
Friess and Associates, 3711 Kenett Pike, Greenville, DE 19807
Strong Capital Management, Inc., 100 Heritage Reserve, Menomonee Falls, WI 53201
Janus Capital Corp., 100 Fillmore St., Denver, Colorado 80206-4928
Mastholm Asset Management, LLC, 10500 N.E. 8th Street, Suite 660,
Bellevue, WA 98004
Harris Associates, Two North LaSalle, Suite 500, Chicago, Illinois 60602-3790
Artisan Partners, 1000 North Water Street, Suite 1770,
Milwaukee, Wisconsin 53202
BPI Global Asset Management, Tower Place at the Summit, 1900 Summit Tower Blvd.,
Ste. 450, Orlando, FL 32810
<PAGE>
(c) all other documents will be maintained by Registrant's custodian, State
Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110.
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Registrant hereby undertakes to:
(1) Furnish each person to whom a Prospectus is delivered a copy of
Registrant's latest annual report to shareholders, upon request and without
charge.
(2) If requested to do so by the holders of at least 10% of the Trust's
outstanding shares, call a meeting of shareholders for the purposes of
voting upon the question of removal of a trustee and assist in
communications with other shareholders.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement (File No. 333-10015) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orinda, State of
California on the 17th day of March, 2000.
MASTERS' SELECT FUNDS TRUST
By: /s/ Kenneth E. Gregory*
-------------------------------------
Kenneth E. Gregory
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 and on the dates indicated.
/s/ Kenneth E. Gregory* President and March 17, 2000
- --------------------------------
Kenneth E. Gregory
/s/ Craig A. Litman* Trustee March 17, 2000
- --------------------------------
Craig A. Litman
/s/ A. George Battle* Trustee March 17, 2000
- --------------------------------
A. George Battle
/s/ Frederick A. Eigenbrod, Jr.* Trustee March 17, 2000
- --------------------------------
Frederick A. Eigenbrod, Jr.
/s/ Taylor M. Welz* Trustee March 17, 2000
- --------------------------------
Taylor M. Welz
/s/ John Coughlan* Chief Financial March 17, 2000
- --------------------------------
John Coughlan
By /s/ Robert M. Slotky
-----------------------------
Robert M. Slotky, Attorney-in-Fact under powers of
Attorney as filed with Post-Effective Amendment No. 7 on
October 6, 1999.
