STRATEVEST FUNDS
485BPOS, 2001-01-19
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                                                            File No. 333-45498

                       As filed with the SEC on January 19, 2001

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                             FORM N-14REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT OF 1933 X
                          Pre-Effective Amendment No.
                         Post-Effective Amendment No. 2
                                                            -
                           (Check appropriate box or boxes)

                                   STRATEVEST FUNDS
                  (Exact Name of Registrant as Specified in Charter)

                                    1-800-245-0242
                           (Area Code and Telephone Number)

                                 5800 CORPORATE DRIVE
                          PITTSBURGH, PENNSYLVANIA 15237-7010

                      (Address of Principal Executive Offices --
                        Number, Street, City, State, Zip Code)

                                GAIL C. JONES, ESQUIRE
                              FEDERATED SERVICES COMPANY

                                  1001 LIBERTY AVENUE
                               PITTSBURGH, PA 15222-3779

                       (Name and Address of Agent for Service --
                        Number, Street, City, State, Zip Code)

                                      Copies to:

                                BRUCE G. LETO, ESQUIRE
                         STRADLEY, RONON, STEVENS & YOUNG, LLP

                               2600 ONE COMMERCE SQUARE
                                PHILADELPHIA, PA 19103

                (Names and Addresses of Agents for Service of Process)

      IT       IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON JANUARY 19,
               2001, PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933.

         Title of Securities Being Registered - Shares of beneficial interest
                         of Stratevest Intermediate Bond Fund


NO FILING FEE IS DUE BECAUSE REGISTRANT IS RELYING ON SECTION 24(F) OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED.

                           PART C - OTHER INFORMATION

Item 15.    Indemnification

            Indemnification is provided to officers and Trustees of the
            Registrant pursuant to Section 4 of Article VII of the Registrant's
            Agreement and Declaration of Trust ("Declaration of Trust"). The
            Investment Advisory Contract between the Registrant and The
            Stratevest Group, N.A. ("Adviser") provides that, in the absence of
            willful misfeasance, bad faith, gross negligence, or reckless
            disregard of the obligations or duties under the Investment Advisory
            Contract on the part of Adviser, Adviser shall not be liable to the
            Registrant 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. The Registrant's officers and Trustees are covered by
            an Investment Trust Errors and Omissions Policy.

            Insofar as indemnification for liabilities arising under the
            Securities Act of 1933, as amended (the "1933 Act"), may be
            permitted to Trustees, officers, and controlling persons 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 ("SEC"), such indemnification is
            against public policy as expressed in the 1933 Act, and, therefore,
            is 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 Trustees, officers, or controlling
            persons of the Registrant in connection with the successful defense
            of any act, suit, or proceeding) is asserted by such Trustees,
            officers, or controlling persons 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
            1933 Act and will be governed by the final adjudication of such
            issues.

            Insofar as indemnification for liabilities may be permitted pursuant
            to Section 17 of the Investment Company Act of 1940, as amended (the
            "1940 Act"), for Trustees, officers, and controlling persons of the
            Registrant by the Registrant pursuant to the Declaration of Trust or
            otherwise, the Registrant is aware of the position of the SEC as set
            forth in Investment Company Act Release No. IC-11330. Therefore, the
            Registrant undertakes that, in addition to complying with the
            applicable provisions of the Declaration of Trust or otherwise, 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
            Trustees who are not "interested persons" of the Registrant 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
            Registrant 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, or controlling person of
            the Registrant 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 Registrant is insured against
            losses arising by reason of any lawful advances; or (iii) a majority
            of a quorum of disinterested non-party 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.

Item 16.    Exhibits

      (1)   Copies of the Charter of the Registrant as now in effect.

            (a)   Certificate of Trust of the Registrant, dated July 7, 2000, as
                  filed with the Office of the Secretary of State of the State
                  of Delaware on July 10, 2000, is incorporated herein by
                  reference to the Registrant's Registration Statement on Form
                  N-1A, as filed electronically with the SEC on July 17, 2000.
                  (Accession Number: 0001119381-00-000002).

            (b)   Agreement and Declaration of Trust of the Registrant, dated
                  July 7, 2000, is incorporated herein by reference to the
                  Registrant's Registration Statement on Form N-1A, as filed
                  electronically with the SEC on July 17, 2000. (Accession
                  Number: 0001119381-00-000002).

      (2)   By-Laws.
            By-Laws of the Registrant, dated as of June 30, 2000, are
            incorporated herein by reference to the Registrant's Registration
            Statement on Form N-1A, as filed electronically with the SEC on
            July 17, 2000. (Accession Number: 0001119381-00-000002).

      (3)   Voting Trust Agreement.

            Not applicable.

      (4)   Copies of the agreement of acquisition, reorganization, merger,
            liquidation and any amendments to it:

     Agreement and Plan of Reorganization is incorporated herein by reference to
the Registrant's  Registration  Statement on Form N-14, as filed with the SEC on
November 14, 2000. (Accession Number 0001119381-00-000012)

      (5)   Instruments defining the rights of security holders.

            The rights of security holders of the Registrant are defined in the
            following sections of the Registrant's Agreement and Declaration of
            Trust and By-Laws:

            (a)   Agreement and Declaration of Trust.
                  See Article III, "Shares," Section 4 and Section 6; Article V,
                  "Shareholders' Voting Powers and Meetings," Section 1; and
                  Article VI, "Net Asset Value, Distributions and Redemptions,"
                  Section 2.

            (b)   By-Laws.
                  See Article II, "Meetings of Shareholders," Section 6 and
                  Section 9.

      (6)   Investment Advisory Contracts.

     Investment  Advisory  Agreement,  dated  September  15,  2000,  between The
Stratevest Group, N.A. and the Registrant,  on behalf of the Stratevest Fund, is
incorporated herein by reference to the Registrant's  Registration  Statement on
Form N-1A,  as filed  with the SEC on  September  19,  2000.  (Accession  Number
0001119381-00-000008)

      (7)   Underwriting or Distribution Contracts.

     Distribution   Agreement,   dated  September  15,  2000,  between  Edgewood
Services,  Inc. and the  Registrant,  on behalf of each series,  is incorporated
herein by reference to the Registrant's Registration Statement on

      Form N-1A, as filed with the SEC on September 19, 2000.
      (Accession Number 0001119381-00-000008)


 (8)   Bonus, Profit Sharing, Pension or other similar contracts.

            Not Applicable.

      (9)   Custodian Agreements.

     Custodian Agreement, dated September 14, 2000, between Forum Trust, LLC and
the Registrant, on behalf of each series, is incorporated herein by reference to
the Registrant's  Registration  Statement on Form N-1A, as filed with the SEC on
September 19, 2000. (Accession Number 0001119381-00-000008)

      (10)  Rule 12b-1 Plan and Rule 18f-3 Plan.

(a)  Distribution  Plan, dated September 15, 2000, of the Registrant,  on behalf
     of each series,  is  incorporated  herein by reference to the  Registrant's
     Registration Statement on Form N-1A, as filed with the SEC on September 19,
     2000. (Accession Number 0001119381-00-000008)


(b)  Mutual Funds Sales and Service Agreement,  of the Registrant,  on behalf of
     each  series,  is  incorporated  herein by  reference  to the  Registrant's
     Registration Statement on Form N-1A, as filed with the SEC on September 19,
     2000. (Accession Number 0001119381-00-000008)

      (11)  Opinion of Counsel.

     Legal opinion of C. Todd Gibson, counsel to the Registrant, dated September
19, 2000, as to the legality of the securities being registered, is incorporated
herein by reference to the Registrant's  Registration Statement on Form N-1A, as
filed   with   the   SEC   on   September    19,   2000.    (Accession    Number
0001119381-00-000008)

      (12)  Opinion of Counsel supporting the tax matters and consequences to
            shareholders.

            Tax opinion of Stradley, Ronon, Stevens & Young, LLP, special
            counsel to Federated Services Company, the administrator for the
            Registrant, supporting the tax matters and consequences to
            shareholders discussed in the Prospectus/Proxy Statement for the
            Reorganization.*

-------------------------------------------------------------------------------
      *Exhibit has been electronically filed

(13)  Other material contracts.

(a)  Agreement for Administrative and Transfer Agency Services,  dated September
     15, 2000, between Federated Services Company and the Registrant,  on behalf
     of each series,  is  incorporated  herein by reference to the  Registrant's
     Registration Statement on Form N-1A, as filed with the SEC on September 19,
     2000. (Accession Number 0001119381-00-000008)

(b)  Stratevest Funds Fund Accounting and Financial Sub-Administration Agreement
     dated  September  14, 2000,  between the  Registrant  and Forum  Accounting
     Services,  LLC, is  incorporated  herein by reference  to the  Registrant's
     Registration Statement on Form N-1A, as filed with the SEC on September 19,
     2000. (Accession Number 0001119381-00-000008)

(c)  Shareholder  Services  Agreement,  dated  September  15, 2000,  between The
     Stratevest  Group,  N.A. and the Registrant,  on behalf of each series,  is
     incorporated herein by reference to the Registrant's Registration Statement
     on Form  N-1A,  as filed with the SEC on  September  19,  2000.  (Accession
     Number 0001119381-00-000008)

      (14)  Other opinions and consents.

(a)  Consent of Deloitte & Touche, LLP,  independent auditors to the Registrant,
     is  incorporated  herein  by  reference  to the  Registrant's  Registration
     Statement  on Form  N-1A,  as filed  with the SEC on  September  19,  2000.
     (Accession Number 0001119381-00-000008)

(b)  Consent of Deloitte & Touche, LLP,  independent  auditors to Forum Funds is
     incorporated herein by reference to the Registrant's Registration Statement
     on Form  N-1A,  as filed with the SEC on  September  19,  2000.  (Accession
     Number 0001119381-00-000008)

      (15)  Omitted financial statements.
            Not Applicable.

      (16)  Power of Attorney.

      Power-of-Attorney appointing C. Todd Gibson as attorney-in-fact and agent,
      is incorporated herein by reference to the Registrant's Registration
      Statement on Form N-1A, as filed electronically with the SEC on September
      19, 2000.

      (Accession Number 0001119381-00-000008)


            Item 17.    Undertakings

      (1)   The undersigned registrant agrees that, prior to any public
            reoffering of the securities registered through the use of a
            prospectus which is a part of this registration statement by any
            person or party who is deemed to be an underwriter within the
            meaning of Rule 145(c) of the Securities Act of 1933, as amended
            (the "1933 Act"), the reoffering prospectus will contain the
            information called for by the applicable registration form for
            reofferings by persons who may be deemed underwriters, in addition
            to the information called for by the other items of the applicable
            form.

      (2)   The undersigned registrant agrees that every prospectus that is
            filed under paragraph (1) above will be filed as a part of an
            amendment to the registration statement and will not be used until
            the amendment is effective, and that, in determining any liability
            under the 1933 Act, each post-effective amendment shall be deemed to
            be a new registration statement for the securities offered therein,
            and the offering of the securities at that time shall be deemed to
            be the initial bona fide offering of them.

                                      SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant, STRATEVEST FUNDS, certifies that
it  meets  all of the  requirements  for  effectiveness  of this  Post-Effective
Amendment  No. 2 to its  Registration  Statement on Form N-14,  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 19th day of January, 2001.

                                   STRATEVEST FUNDS

                  BY: /s/ Gail C. Jones
                  Gail C. Jones, Assistant Secretary
                  Attorney in Fact for John W. McGonigle
                  January 19, 2001

     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


    /S/ GAIL C. JONES             Attorney In Fact          January 19, 2001
    Gail C. Jones                 For the Persons
    ASSISTANT SECRETARY           Listed Below

    NAME                            TITLE

John F. Donahue*                 Chairman and Trustee
                                 (Chief Executive Officer)

Peter J. Germain*                President

J. Christopher Donahue*          Executive Vice President
                                 and Trustee

Richard J. Thomas*               Treasurer
                                 (Principal Financial and
                                 Accounting Officer)

Thomas G. Bigley*                Trustee

John T. Conroy, Jr.*             Trustee

Nicholas P. Constantakis*        Trustee

John F. Cunningham*              Trustee

Lawrence D. Ellis, M.D.*         Trustee

Peter E. Madden*                 Trustee

Charles F. Mansfield, Jr.*       Trustee

John E. Murray, Jr.*             Trustee

Marjorie P. Smuts*               Trustee

John S. Walsh*                   Trustee


*By Power of Attorney



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