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
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(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.*
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*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
