<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998.
REGISTRATION NOS. 2-84470
811-3770
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. 25
AND/OR [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
[_]
[X]
AMENDMENT NO. 26
FLAGSHIP ADMIRAL FUNDS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 917-7700
With a copy to:
Gifford R. Zimmerman, Esq.--Vice Thomas S. Harman
Presidentand Secretary Fried, Frank, Harris, Shriver &
333 West Wacker Drive Jacobson
Chicago, Illinois 60606 1001 Pennsylvania Ave., N.W.
(Name and Address of Agent for Service) Suite 800
Washington, DC 20004
[_] Immediately upon filing pursuant to [_] on (date) pursuant to para-
paragraph (b) [_] graph (a)(1)
[_] on October , 1997 pursuant to par- 75 days after filing pursuant
agraph (b) to paragraph (a)(2)
[X] 60 days after filing pursuant to [_] on (date) pursuant to para-
paragraph (a)(1) graph (a)(2) of Rule 485.
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a previ-
ously filed post-effective amendment.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY ITEM 501(B) OF REGULATION S-K)
<TABLE>
<CAPTION>
N-1A
ITEM NO. LOCATION
-------- --------
<C> <S> <C>
PART A OF THE FLAGSHIP UTILITY
INCOME FUND(TM)
Item 1. Cover Page............... Cover Page
Item 2. Synopsis................. Fees and Expenses
Item 3. Condensed Financial
Information............. Financial Highlights
Item 4. General Description of Cover Page; The Fund and Its Objective;
Registrant.............. Investment Considerations and Risk
Factors; How To Buy Shares; General
Information
Item 5. Management of the Fund... About the Investment Manager; About the
Distributor; Financial Highlights;
Custodian and Transfer Agent; Counsel and
Auditors
Item 5A. Management's Discussion
of Fund Performance..... Not Applicable
Item 6. Capital Stock and Other How To Buy Shares; How To Redeem Shares;
Securities.............. Exchange and Reinvestment Privilege;
Additional Information; Cover Page; How
Fund Shares Are Priced; Distributions and
Yield; Taxes
Item 7. Purchase of Securities How To Buy Shares; About the Distributor;
Being Offered........... How Fund Shares Are Priced
Item 8. Redemption or Repurchase. How to Redeem Shares; Exchange and
Reinvestment Privilege; Systematic
Withdrawal Plan; Direct Deposits
Item 9. Pending Legal
Proceedings............. Not Applicable
PART B OF THE FLAGSHIP UTILITY
INCOME FUND(TM)
Item 10. Cover Page............... Cover Page
Item 11. Table of Contents........ Table of Contents
Item 12. General Information and
History................. Not Applicable
Item 13. Investment Objectives and Investment Objectives and Policies;
Policies................ Portfolio Transactions
Item 14. Management of the Fund... Officers, Directors and Stockholders
Item 15. Control Persons and
Principal Holders of
Securities.............. Officers, Directors and Stockholders
Item 16. Investment Advisory and Investment Advisory Services; Distributor;
Other Services.......... Officers, Directors and Stockholders;
Custodian and Transfer Agent; Auditors
Item 17. Brokerage Allocation and
Other Practices......... Portfolio Transactions
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
N-1A
ITEM NO. LOCATION
-------- --------
<C> <S> <C>
Item 18. Capital Stock and Other Distributions; Shares of the Funds
Securities.............
Item 19. Purchase, Redemption and
Pricing of Securities Purchase, Redemption and Pricing of Shares;
Being Offered.......... see also Part A--How To Buy Shares; How To
Redeem Shares; Distributions and Yield
Item 20. Tax Status.............. Taxes
Item 21. Underwriters............ Distributor
Item 22. Calculation of Yield and Total Return Calculation
Performance Data.......
Item 23. Financial Statements.... Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.
<PAGE>
The Utility Income Fund Prospectus ("Prospectus") and Statement of Additional
Information ("SAI"), each dated October 29, 1997 are hereby incorporated by
reference. There have been no material changes to either the Prospectus or the
SAI.
<PAGE>
PART C: OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
List all financial statements and exhibits as part of the Registration
Statement.
(a) FINANCIAL STATEMENTS:
Included in Part A of the Registration Statement:
Financial Highlights for each series.
Included in Part B of the Registration Statement:
Audited Financial Statements for fiscal year ended June 30, 1997 for
each series of the Registrant.
Schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are omitted because they
are not required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto.
(b) EXHIBITS:
<TABLE>
<C> <S> <C>
(1) Articles of Incorporation*
(a) Amendments approved on October 15, 1987*
(b) Articles Supplementary*
(c) Articles of Amendment dated June 5, 1992*
(d) Articles Supplementary classifying Flagship Short Term
U.S. Government Fund Stock, Flagship Medium Term U.S.
Government Fund Stock and Flagship Long Term U.S. Govern-
ment Fund Stock*
(2)(a) By-Laws*
(b) By-Laws as amended*
(c) Amended and Restated By-Laws*
(4)(a) Form of Certificate of Basic Value Fund Portfolio Stock*
(b) Form of Certificate of Plus Fund Portfolio Stock*
(c) Form of Certificate of Flagship Utility Income Fund Stock*
(d) Form of Certificate of Flagship Short Term U.S. Government
Fund Stock*
(e) Form of Certificate of Flagship Medium Term U.S. Govern-
ment Fund Stock*
(f) Form of Certificate of Flagship Long Term U.S. Government
Fund Stock*
(5)(a) Investment Management Agreement between Flagship Utility
Income Fund and Nuveen Advisory Corp., dated January 1,
1997.*
(b) Form of Plus Fund Advisory Agreement*
(c) Instrument Relating to Typographical Error*
(d) Form of Investment Advisory Agreement--Flagship Short Term
U.S. Government Fund*
(e) Form of Investment Advisory Agreement--Flagship Medium
Term U.S. Government Fund*
(f) Form of Investment Advisory Agreement--Flagship Long Term
U.S. Government Fund*
(6)(a) Distribution Agreement between Flagship Admiral Funds,
Inc. and John Nuveen & Co. Incorporated, dated January 1,
1997.*
(b) Selling Agreement*
(c) Form of Distribution Agreement--Flagship Short Term U.S.
Government Fund*
</TABLE>
C-1
<PAGE>
<TABLE>
<C> <S> <C>
(d) Form of Distribution Agreement--Flagship Medium Term U.S.
Government Fund*
(e) Form of Distribution Agreement--Flagship Long Term U.S.
Government Fund*
(8) Custodian Agreement as amended*
(9)(a) Transfer Agent and Service Agreement between Flagship Ad-
miral Funds Inc. and State Street Bank and Trust Company,
dated February 1, 1997.*
(b) Asset Purchase Agreement*
(10)(a) Opinion and Consent of Counsel, Fried, Frank, Harris,
Shriver & Jacobson.*
(b) Opinion and Consent of Counsel as to Series Stock*
(c) Opinion and Consent of Skadden, Arps, Slate, Meagher &
Flom as to Tax Matters*
(d) Opinion and Consent of Counsel as to validity of Flagship
Short, Medium and Long Term U.S. Government Fund Stock*
(11) Consent of Deloitte & Touche LLP, Independent Auditors
prior to July 1, 1997.
(13) Letter of Understanding relating to initial capital*
(15)(a) Distribution Plan*
(b) Service Agreement*
(c) Form of Distribution Plan--Flagship Short Term U.S. Gov-
ernment Fund*
(d) Form of Distribution Plan--Flagship Medium Term U.S. Gov-
ernment Fund*
(e) Form of Distribution Plan--Flagship Long Term U.S. Govern-
ment Fund*
(16) Yield and Total Return Calculations*
(17) Financial Data Schedules*
(18) Rule 18f-3 Plan*
(99)(a). Original Powers of Attorney for the Trustees authorizing,
among others, Gifford R. Zimmerman and Larry W. Martin to
execute the Registration Statement.*
(99)(b). Certified copy of Resolution of Board of Trustees autho-
rizing the signing of the names of trustees and officers
on the Registrant's Registration Statement pursuant to
power of attorney.*
(99)(c). Code of Ethics and Reporting Requirements.*
(99)(d). Agreement and Plan of Reorganization and Liquidation be-
tween the James Advantage Funds and Flagship Admiral Funds
Inc., dated April 30, 1998
</TABLE>
- --------
*Previously filed.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of March 13, 1998, the approximate number of holders was:
<TABLE>
<CAPTION>
(1) (2)
NUMBER OF
RECORD
TITLE OF CLASS HOLDERS
-------------- ---------
<S> <C>
Shares of common stock, par value $.001 per share...............
Flagship Utility Income Fund
Class A........................................................ 703
Class C........................................................ 180
</TABLE>
C-2
<PAGE>
ITEM 27. INDEMNIFICATION.
Please see Article IX (S) 1 of the Registrant's By-Laws (Exhibit 2) and
Section 2-418 of the Maryland General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant and the investment advisor and distributor 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 director, officer, or controlling person of the Registrant and the
principal underwriter in connection with the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person or the Distributor 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 issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Nuveen Advisory Corp. serves as investment adviser to the following open-end
management type investment companies: Nuveen Flagship Multistate Trust I,
Nuveen Flagship Multistate Trust II, Nuveen Flagship Multistate Trust III,
Nuveen Flagship Multistate Trust IV, Nuveen Flagship Municipal Trust, Flagship
Admiral Funds Inc., Nuveen California Tax-Free Fund, Inc., Nuveen Tax-Free
Money Market Fund, Inc., Nuveen Tax-Exempt Money Market Fund, Inc., and Nuveen
Tax-Free Reserves, Inc. It also serves as investment adviser to the following
closed-end management type investment companies: Nuveen Municipal Value Fund,
Inc., Nuveen California Municipal Value Fund, Inc., Nuveen New York Municipal
Value Fund, Inc., Nuveen Municipal Income Fund, Inc., Nuveen Premium Income
Municipal Fund, Inc., Nuveen Performance Plus Municipal Fund, Inc., Nuveen
California Performance Plus Municipal Fund, Inc., Nuveen New York Performance
Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund, Inc., Nuveen
Municipal Market Opportunity Fund, Inc., Nuveen California Municipal Market
Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen
California Investment Quality Municipal Fund, Inc., Nuveen New York Investment
Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc.,
Nuveen Florida Investment Quality Municipal Fund, Nuveen New Jersey Investment
Quality Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality Municipal
Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen California Select
Quality Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund,
Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund, Nuveen
Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen
California Quality Income Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen
Premier Insured Municipal Income Fund, Inc. Nuveen Premium Income Municipal
Fund 2, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Insured New York Premium Income Municipal Fund, Inc., Nuveen Select
Maturities Municipal Fund, Nuveen Arizona Premium Income Municipal Fund, Inc.,
Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Michigan Premium
Income Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund,
Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Pennsylvania Premium Income
Municipal Fund 2, Nuveen Maryland Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Virginia Premium Income
Municipal Fund, Nuveen Washington Premium Income Municipal Fund, Nuveen
Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium Income
Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen North
Carolina Premium Income Municipal Fund, Nuveen California Premium Income
Municipal Fund, and Nuveen Insured Premium Income Municipal Fund 2. Nuveen
Advisory Corp. has no other clients or business at the present time. The
principal business address for all of these investment companies is 333 West
Wacker Drive, Chicago, Illinois 60606.
For a description of other business, profession, vocation or employment of a
substantial nature in which any director or officer, other than Timothy R.
Schwertfeger and Anthony T. Dean, of the investment adviser has
C-3
<PAGE>
engaged during the last two years for his account or in the capacity of
director, officer, employee, partner or trustee, see the descriptions under
"Management" in the Statement of Additional Information.
Timothy R. Schwertfeger is Chairman and Director of Nuveen Advisory Corp., the
investment adviser. Mr. Schwertfeger has, during the last two years, been
Chairman and Director and formerly Executive Vice President and Director of
the John Nuveen Company, John Nuveen & Co. Incorporated, and Nuveen
Institutional Advisory Corp.; Chairman and Director (since January 1997) of
Nuveen Asset Management, Inc. and Director (since 1996) of Institutional
Capital Corporation. Anthony T. Dean is President and Director of Nuveen
Advisory Corp., the investment adviser. Mr. Dean has, during the last two
years, been President (since July 1996) and Director and formerly Executive
Vice President and Director of The John Nuveen Company, John Nuveen & Co.
Incorporated and Nuveen Institutional Advisory Corp.; President and Director
(since January 1997) of Nuveen Asset Management, Inc. and Chairman and
Director (since 1997) of Rittenhouse Financial Services, Inc.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) John Nuveen & Co., Incorporated ("Nuveen") acts as principal underwriter
to the following open-end management type investment companies: Nuveen
Flagship Multistate Trust I, Nuveen Flagship Multistate Trust II, Nuveen
Flagship Multistate Trust III, Nuveen Flagship Multistate Trust IV, Nuveen
Flagship Municipal Trust, Nuveen California Tax-Free Fund, Inc., Nuveen Tax-
Free Money Market Fund, Inc., Nuveen Tax-Exempt Money Market Fund, Inc.,
Nuveen Tax-Free Reserves, Inc., Flagship Admiral Funds Inc., Nuveen Investment
Trust and Nuveen Investment Trust II. Nuveen also acts as depositor and
principal underwriter of the Nuveen Tax-Exempt Unit Trust and Nuveen Unit
Trusts, registered unit investment trusts. Nuveen has also served or is
serving as co-managing underwriter to the following closed-end management type
investment companies: Nuveen Municipal Value Fund, Inc., Nuveen California
Municipal Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen
Municipal Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc.,
Nuveen Performance Plus Municipal Fund, Inc., Nuveen California Performance
Plus Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund,
Inc., Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market
Opportunity Fund, Inc., Nuveen California Municipal Market Opportunity Fund,
Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen California
Investment Quality Municipal Fund, Inc., Nuveen New York Investment Quality
Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc., Nuveen
Florida Investment Quality Municipal Fund, Nuveen New Jersey Investment
Quality Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality Municipal
Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen California Select
Quality Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund,
Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund, Nuveen
Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen
California Quality Income Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen
Premier Insured Municipal Income Fund, Inc., Nuveen Premium Income Municipal
Fund 2, Inc., Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Insured New York Premium Income Municipal Fund, Inc., Nuveen Select
Maturities Municipal Fund, Nuveen Arizona Premium Income Municipal Fund, Inc.,
Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Michigan Premium
Income Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund,
Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Pennsylvania Premium Income
Municipal Fund 2, Nuveen Maryland Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Virginia Premium Income
Municipal Fund, Nuveen Washington Premium Income Municipal Fund, Nuveen
Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium Income
Municipal Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen North
Carolina Premium Income Municipal Fund, Nuveen California Premium Income
Municipal Fund, Nuveen Insured Premium Income Municipal Fund 2, Nuveen Select
Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio 2, Nuveen
Insured California Select Tax-Free Income Portfolio, Nuveen Insured New York
Select Tax-Free Income Portfolio and Nuveen Select Tax-Free Income Portfolio
3.
C-4
<PAGE>
(b)
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
- --------------------------------------------------------------------------------
<S> <C> <C>
Timothy R. Schwertfeger Chairman of the Board, Chairman of the Board
333 West Wacker Drive Chief Executive Officer and Trustee
Chicago, IL 60606
Anthony T. Dean President President and Trustee
333 West Wacker Drive
Chicago, IL 60606
Bruce P. Bedford Executive Vice President None
333 West Wacker Drive
Chicago, IL 60606
John P. Amboian Executive Vice President None
333 West Wacker Drive and Chief Financial Officer
Chicago, IL 60606
William Adams IV Vice President None
333 West Wacker Drive
Chicago, IL 60606
Alan G. Berkshire Vice President Vice President and
333 West Wacker Drive and Secretary Assistant Secretary
Chicago, IL 60606
Clifton L. Fenton Vice President None
333 West Wacker Drive
Chicago, IL 60606
Kathleen M. Flanagan Vice President Vice President
333 West Wacker Drive
Chicago, IL 60606
Stephen D. Foy Vice President Vice President
333 West Wacker Drive and Controller
Chicago, IL 60606
Robert D. Freeland Vice President None
333 West Wacker Drive
Chicago, IL 60606
Michael G. Gaffney Vice President None
333 West Wacker Drive
Chicago, IL 60606
Anna R. Kucinskis Vice President Vice President
333 West Wacker Drive
Chicago, IL 60606
Robert B. Kuppenheimer Vice President None
19900 MacArthur Blvd.
Irvine, CA 92612
Larry W. Martin Vice President and Vice President and
333 West Wacker Drive Assistant Secretary Assistant Secretary
Chicago, IL 60606
Thomas C. Muntz Vice President None
333 West Wacker Drive
Chicago, IL 60606
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND
NAME AND PRINCIPAL POSITIONS AND OFFICES OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
- -----------------------------------------------------------------------------------
<S> <C> <C>
Stuart W. Rogers Vice President Vice President
333 West Wacker Drive
Chicago, IL 60606
Bradford W. Shaw, Jr. Vice President Vice President
333 West Wacker Drive
Chicago, IL 60606
H. William Stabenow Vice President Vice President and
333 West Wacker Drive and Treasurer Treasurer
Chicago, IL 60606
Paul C. Williams Vice President None
333 West Wacker Drive
Chicago, IL 60606
Gifford R. Zimmerman Vice President Vice President and
333 West Wacker Drive and Assistant Secretary Secretary
Chicago, IL 60606
</TABLE>
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606,
maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholder meetings and contracts of the Registrant and all advisory material
of the investment adviser.
The Chase Manhattan Bank, 4 New York Plaza, New York, New York 10004
maintains all general and subsidiary ledgers, journals, trial balances,
records of all portfolio purchases and sales, and all other required records
not maintained by Nuveen Advisory Corp., Shareholder Services, Inc. or Boston
Financial.
Boston Financial Data Services, 225 Franklin Street, Boston, Massachusetts
02106 maintains all the required records in its capacity as transfer, dividend
paying, and shareholder service agents for the Funds.
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(b) Not applicable.
(c) 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.
C-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE INVESTMENT
COMPANY ACT OF 1940, THE REGISTRANT CERTIFIES THAT THIS REGISTRATION STATEMENT
MEETS ALL THE REQUIREMENTS FOR EFFECTIVENESS UNDER PARAGRAPH (B) OF RULE 485
UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, ON THE 4TH DAY OF
JUNE, 1998.
FLAGSHIP ADMIRAL FUNDS INC.
/s/ Gifford R. Zimmerman
------------------------------------------
Gifford R. Zimmerman, Vice
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
/s/ Stephen D. Foy
-------------------------------
Stephen D. Foy Vice President and June 4, 1998
Controller (Principal
Financial and
Accounting Officer)
Timothy R. Schwertfeger Chairman of the Board
and Director (Principal
Executive Officer)
Anthony T. Dean President and Director
Robert P. Bremner Director
Lawrence H. Brown Director
Anne E. Impellizzeri Director
Peter R. Sawers Director
William J. Schneider Director
Judith M. Stockdale Director
</TABLE>
/s/ Gifford R. Zimmerman
By__________________________
Gifford R. Zimmerman
Attorney-in-Fact
June 4, 1998
AN ORIGINAL POWER OF ATTORNEY AUTHORIZING, AMONG OTHERS, GIFFORD R. ZIMMERMAN
AND LARRY W. MARTIN TO EXECUTE THIS REGISTRATION STATEMENT, AND AMENDMENTS
THERETO, FOR EACH OF THE OFFICERS AND TRUSTEES OF REGISTRANT ON WHOSE BEHALF
THIS REGISTRATION STATEMENT IS FILED, HAS BEEN EXECUTED AND WAS PREVIOUSLY
FILED AS AN EXHIBIT.
C-7
<PAGE>
SCHEDULE OF EXHIBITS TO FORM N-1A
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NUMBER
------- ------- ------
<C> <S> <C>
(11) Consent of Deloitte Touche, LLP, Independent Auditors prior
to July 1, 1997
(99)(d). Agreement and Plan of Reorganization and Liquidation between
the James Advantage Funds and Flagship Admiral Funds Inc.,
dated April 30, 1998
</TABLE>
- --------
*Previously filed.
C-8
<PAGE>
Exhibit 11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 25 to Registration Statement No. 2-84470 of Flagship Admiral Funds Inc. on
Form N-1A of our report dated August 20, 1997, relating to Flagship Utility
Income Fund and to the references to us under the headings "Financial
Highlights" in the prospectus, which is also incorporated by reference in such
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
May 27, 1998
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR SHARES OF THE
ACQUIRING FUND AND ASSUMPTION OF LIABILITIES, IF ANY; LIQUIDATION OF THE
ACQUIRED FUND........................................................................ 1
2. CLOSING AND CLOSING DATE............................................................... 3
3. REPRESENTATIONS AND WARRANTIES......................................................... 3
4. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.................................. 9
5. CONDITIONS PRECEDENT TO OBLIGATIONS OF ADMIRAL FUNDS................................... 10
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE JAMES TRUST................................. 12
7. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE JAMES TRUST AND ADMIRAL FUNDS....... 13
8. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES............................................... 16
9. TERMINATION............................................................................ 16
10. AMENDMENT.............................................................................. 16
11. NOTICES................................................................................ 17
12. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT...................................... 17
13. BROKERAGE FEES AND EXPENSES............................................................ 17
</TABLE>
i
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION ("Agreement") is made
as of the 30th day of April, 1998 by and between the James Advantage Funds (the
"James Trust"), an Ohio business trust on behalf of its sole series, which will
adopt the name "The Golden Rainbow Fund" (the "Acquiring Fund") and Flagship
Admiral Funds Inc., a Maryland corporation (the "Admiral Funds"), on behalf of
its series, The Golden Rainbow A James Advised Mutual Fund (the "Acquired
Fund"). The Acquiring Fund maintains its principal place of business at 1349
Fairground Road, Beavercreek, Ohio 45385. The Acquired Fund maintains its
principal place of business at 333 West Wacker Drive, Chicago, Illinois 60606.
This Agreement is intended to be, and is adopted as, a plan of
reorganization (the "Reorganization") pursuant to Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The
Reorganization will be effected by (i) transferring all of the Acquired Fund's
assets to the Acquiring Fund, in exchange for the Acquiring Fund assuming all of
the Acquired Fund's liabilities and duties and issuing to the Acquired Fund the
number of shares of the Acquiring Fund equal to the number and value of shares
of the Acquired Fund; (ii) the Acquired Fund distributing to each shareholder of
the Acquired Fund, Acquiring Fund shares (including fractional shares) equal in
number and value to the shares held by each Acquired Fund shareholder; and (iii)
the cancellation of the outstanding shares of the Acquired Fund and the
subsequent termination of the Acquired Fund. The cancellation of the outstanding
shares of the Acquired Fund will be effected pursuant to an amendment to the
charter of Admiral Funds to be adopted by Admiral Funds in accordance with the
Maryland General Corporation Law.
In consideration of the covenants and agreements set forth herein, the
parties covenant and agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR SHARES OF THE
ACQUIRING FUND AND ASSUMPTION OF LIABILITIES, IF ANY; LIQUIDATION OF THE
ACQUIRED FUND.
1.1 Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, the Acquired
Fund agrees to sell, assign, transfer and deliver to the Acquiring
Fund, as of the close of business on the Closing Date (the "Effective
Time"), all of its assets as set forth in paragraph 1.2, free and
clear of all liens and encumbrances, except as otherwise provided
herein, and in exchange therefor the Acquiring Fund agrees (a) to
assume all of the liabilities, if any, of the Acquired Fund, as set
forth in paragraph 1.3 and (b) to issue and deliver to the Acquired
Fund, for distribution to the Acquired Fund's shareholders in
accordance with paragraph 1.4, the number of shares of the Acquiring
Fund ("Acquiring Fund Shares") equal to the aggregate number and value
of shares (including fractional shares) of the Acquired Fund of the
class designated Class A then outstanding ("Acquired Fund Shares"),
all determined in the manner and as of the date and time provided in
paragraph 2. Such transactions shall take place at the closing
provided for in paragraph 2.1 (the "Closing").
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1.2 Except as otherwise provided herein, as of the Effective Time, the
Acquiring Fund shall acquire the assets of the Acquired Fund
(consisting without limitation of all cash, cash equivalents,
portfolio securities, receivables (including interest and dividends
receivable) and any deferred or prepaid expenses shown as assets) as
set forth in the Statement of Net Assets referred to in paragraph 6.3
as of the Closing Date, claims and rights of action and rights to
registered shares under applicable securities laws. The Acquired Fund
has no plan or intent to sell or otherwise dispose of any of its
assets, other than in the ordinary course of business.
1.3 Except as otherwise provided herein, as of the Effective Time, the
Acquiring Fund will assume from the Acquired Fund all debts,
liabilities, obligations and duties of the Acquired Fund of whatever
kind or nature, whether absolute, accrued, contingent or otherwise,
arising in the ordinary course of business, whether or not
determinable as of the Effective Time and whether or not specifically
referred to in this Agreement.
1.4 On the Closing Date, the Acquired Fund will liquidate and distribute
to its common shareholders of record determined as of the Effective
Time, Acquiring Fund Shares received by the Acquired Fund pursuant to
paragraph 1.1 equal in number and value to Acquired Fund Shares then
owned by a shareholder, in exchange for and cancellation of the
shareholder's Acquired Fund Shares. Acquiring Fund Shares will be
issued so that the Acquired Fund's shareholders will receive Acquiring
Fund Shares of the class designated Class A. Such liquidation and
distribution will be accomplished by opening accounts on the books of
the Acquiring Fund in the names of the shareholders of the Acquired
Fund and crediting to each account the number of Acquiring Fund Shares
equal to the number and value of Acquired Fund Shares owned of record
by the shareholder at the Effective Time. As of the Effective Time,
all outstanding shares of the Acquired Fund shall simultaneously be
canceled on the Acquired Fund's share transfer books. The Acquiring
Fund shall not issue certificates representing Acquiring Fund Shares.
1.5 Any transfer taxes payable upon issuance of Acquiring Fund Shares in a
name other than the registered holder of the Acquired Fund shares
surrendered in exchange therefor on the books of the Acquired Fund as
of that time shall be paid by the person to whom such Acquiring Fund
Shares are to be issued as a condition to the registration of such
transfer.
1.6 Any reporting responsibility of the Acquired Fund with the Securities
and Exchange Commission (the "Commission"), or any state securities
commission is and shall remain the responsibility of the Acquired Fund
up to and including the Closing Date.
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1.7 Promptly following the Effective Time, the Acquired Fund will
terminate and Admiral Funds shall take any further reasonable actions
necessary to effectuate the Reorganization.
1.8 The Admiral Funds agrees that any rights it has to the use of the name
"The Golden Rainbow Fund A James Advised Mutual Fund" or any
derivation thereof shall immediately terminate at Closing, except as
shall be required by the Admiral Funds to effectuate the purpose of
this Agreement. Notwithstanding the preceding sentence, the Admiral
Funds may use such name after the Effective Time for routine filing
purposes or where otherwise required by a third party unrelated to or
unaffiliated with the Admiral Funds, and the Admiral Funds shall not
be required to amend its Charter or By-Laws in respect of this
paragraph 1.8.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be on such date as the parties may agree in
writing. All acts taking place at the Closing shall be deemed to take
place simultaneously as of the Effective Time unless otherwise
provided. The Closing shall be at such place as the parties may agree.
2.2 State Street Bank, as custodian for the Acquired Fund, shall deliver
to the Acquiring Fund at the Closing a certificate of an authorized
officer stating that (a) the Acquired Fund's portfolio securities,
cash and any other assets have been transferred in proper form to the
Acquiring Fund's Custodian on the Closing Date and (b) all necessary
taxes, if any, have been paid, or provision for payment has been made,
in conjunction with the delivery of portfolio securities.
2.3 The Acquired Fund shall deliver to the Acquiring Fund on or prior to
the Liquidation Date a list of the names, addresses and taxpayer
identification numbers of its shareholders and the number of
outstanding Acquired Fund Shares owned by each such shareholder (the
"Shareholder Lists"), all as of the Effective Time, certified by the
Secretary or Assistant Secretary of the Acquired Fund. The Acquiring
Fund shall issue and deliver to the Acquired Fund at the Closing a
confirmation or other evidence satisfactory to the Acquired Fund that
Acquiring Fund Shares have been or will be credited to the Acquired
Fund's account on the books of the Acquiring Fund. At the Closing each
party shall deliver to the other such bills of sale, checks,
assignments, receipts and other documents as such other party or its
counsel may reasonably request to effect the transactions contemplated
by this Agreement.
3. REPRESENTATIONS AND WARRANTIES
3.1 Admiral Funds represents and warrants as follows:
3.1.1 Admiral Funds is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maryland
and has the power
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to own all of its properties and assets and, subject to
approval of the shareholders of the Acquired Fund, to carry out
the Agreement.
3.1.2 Admiral Funds is an open-end diversified management investment
company duly registered under the Investment Company Act, and
such registration is in full force and effect. The Acquired
Fund is a duly established and designated series of Admiral
Funds.
3.1.3 Admiral Funds is not, and the execution, delivery and
performance of this Agreement will not result, in violation of
any Maryland law or any provision of the Charter or By-Laws of
Admiral Funds or of any material agreement, indenture,
instrument, contract, lease or other undertaking to which
Admiral Funds is a party or by which Admiral Funds is bound.
3.1.4 Admiral Funds has no material contracts or other commitments
with respect to the Acquired Fund (except this Agreement) that
will not be terminated on or prior to the Closing Date without
any liability or penalty to the Acquired Fund or the Acquiring
Fund.
3.1.5 No litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending
or, to Admiral Funds' knowledge, threatened against the
Acquired Fund or any of its properties or assets. Admiral Funds
knows of no facts that might form the basis for the institution
of such proceedings, and Admiral Funds is not a party to or
subject to the provisions of any order, decree or judgment of
any court or governmental body that materially and adversely
affects its business relating to the Acquired Fund or its
ability to consummate the transactions herein contemplated.
3.1.6 The audited Statement of Net Assets, Statement of Operations,
Statement of Changes in Net Assets, Financial Highlights and
Portfolio of Investments of the Acquired Fund at June 30, 1997
and for the period then ended and the unaudited Statements of
Net Assets, Statements of Operations, Statements of Changes in
Net Assets, Financial Highlights and Portfolios of Investments
of the Acquired Fund at December 31, 1997 and for the periods
then ended (copies of which have been furnished to the
Acquiring Fund) have been prepared in accordance with generally
accepted accounting principles consistently applied and present
fairly, in all material respects, the financial condition of
the Acquired Fund as of such date, and there are no known
material liabilities of the Acquired Fund (contingent or
otherwise) not disclosed therein.
3.1.7 Since June 30, 1997, there has not been any materially adverse
change in the Acquired Fund's financial condition, assets,
liabilities or business, other than changes occurring in the
ordinary course of business, or any incurrence by the Acquired
Fund of indebtedness maturing more than one
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<PAGE>
year from the date such indebtedness was incurred, except as
set forth in Schedule 3.1.7. For the purposes of this paragraph
3.1.7, a decline in net asset value or net asset value per
share of the Acquired Fund as a result of changes in the value
of investments held by the Acquired Fund or a distribution or
payment of dividends shall not constitute a materially adverse
change.
3.1.8 All federal, state and other tax returns and reports of the
Acquired Fund required by law to have been filed or furnished
by the date hereof have been filed or furnished, and all
federal, state and other taxes, interest and penalties shown as
due on said returns and reports have been paid insofar as due,
or provision has been made for the payment thereof, and, to the
best of Admiral Funds' knowledge, no such return is currently
under audit and no assessment has been asserted with respect to
such returns or reports.
3.1.9 The Acquired Fund has qualified as a regulated investment
company under Subchapter M of the Internal Revenue Code (a
"RIC") for each of its taxable years and intends to so qualify
for the current taxable year.
3.1.10 The authorized capital of the Acquired Fund consists of
100,000,000 common shares, par value $.001 per share, of which
21,250,000 are a sub-class designated as "The Golden Rainbow A
James Advised Mutual Fund - Class A" ("Class A Shares"). All
issued and outstanding shares of the Acquired Fund are Class A
Shares, and are duly and validly issued and outstanding, fully
paid and non-assessable. All issued and outstanding shares of
the Acquired Fund will, at the time of the Closing, be held by
the persons and in the amounts set forth in the applicable
Shareholder List submitted to the Acquiring Fund in accordance
with the provisions of paragraph 2.3. The Acquired Fund does
not have outstanding any options, warrants or other rights to
subscribe for or purchase any shares of the Acquired Fund, nor
is there outstanding any security convertible into shares of
the Acquired Fund.
3.1.11 At the Closing Date, the Acquired Fund will have good and
marketable title to the assets to be transferred to the
Acquiring Fund pursuant to paragraph 1.1 and full right, power
and authority to sell, assign, transfer and deliver such assets
hereunder free of any liens or other encumbrances, and, upon
delivery and payment for such assets, the Acquiring Fund will
acquire good and marketable title thereto.
3.1.12 The execution, delivery and performance of this Agreement has
been duly authorized by the Board of Directors of Admiral Funds
(including the determinations required by Rule 17a-8(a) under
the Investment Company Act of 1940 (the "Investment Company
Act")) and by all necessary action,
5
<PAGE>
other than approval by the shareholders of the Acquired Fund,
on the part of Admiral Funds, and, subject to shareholder
approval, this Agreement constitutes a valid and binding
obligation of Admiral Funds enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to
general available principles.
3.1.13 The information furnished and to be furnished by Admiral Funds
for use in applications for exemptive orders, registration
statements, proxy materials and other documents which may be
necessary in connection with the transactions contemplated
hereby is, and shall be, accurate and complete in all material
respects and is in compliance, and shall comply, in all
material respects with applicable federal securities and other
laws and regulations.
3.1.14 On the Closing Date, the Acquired Fund's Prospectus and
Statement of Additional Information and, at the time of the
Special Meeting of the Acquired Fund's shareholders, the proxy
statement prepared in accordance with the terms of the Transfer
Agreement dated April 30, 1998 by and between James Investment
Research, Inc. and Nuveen Advisory Corp. (the "Proxy
Statement") insofar as it refers to the Admiral Fund and the
Acquired Fund (a) will comply in all material respects with the
provisions and regulations of the Securities Exchange Act of
1934, (the "1934 Act") the Securities Act of 1933 (the "1933
Act") and the Investment Company Act and the rules and
regulations thereunder and (b) will not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the
representations and warranties in this paragraph 3.1.14 shall
not apply to statements in or omissions from the Proxy
Statement made in reliance upon and in conformity with
information furnished by the Acquiring Fund for use therein.
3.1.15 No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
Admiral Funds of the transactions contemplated by this
Agreement, except such as have been obtained under the 1933
Act, the 1934 Act and the Investment Company Act, and such as
may be required under state laws and the filing and acceptance
for record of articles of transfer under Maryland law.
3.1.16 There are no broker's or finder's fees payable on behalf of the
Acquired Fund in connection with the transactions provided for
herein.
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<PAGE>
3.1.17 The Acquiring Fund Shares are not being acquired for the
purpose of making any distribution thereof, other than in
accordance with the terms hereof.
3.2 The James Trust represents and warrants as follows:
3.2.1 The James Trust is a business trust duly organized, validly
existing and in good standing under the laws of the State of
Ohio and has the power to own all of its properties and assets
and to carry out the Agreement.
3.2.2 The James Trust is an open-end diversified management
investment company that has filed a Form N-1A with the
Commission.
3.2.3 The James Trust is not, and the execution, delivery and
performance of this Agreement will not result, in any violation
of Ohio law or any provision of the Declaration of Trust or By-
Laws of the James Trust or of any material agreement,
indenture, instrument, contract, lease or other undertaking to
which the James Trust is a party or by which the James Trust is
bound.
3.2.4 No litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending
or, to the knowledge of the James Trust, threatened against the
Acquiring Fund or any of its properties or assets. The James
Trust knows of no facts that might form the basis for the
institution of such proceedings, and the James Trust is not a
party to or subject to the provisions of any order, decree or
judgment of any court or governmental body that materially and
adversely affects its business relating to the Acquiring Fund
or its ability to consummate the transactions herein
contemplated.
3.2.5 The authorized capital of the Acquiring Fund consists of an
unlimited number of shares of beneficial interest. Prior to the
Closing Date, the Acquiring Fund has not issued any Acquiring
Fund Shares (except those shares issued and redeemed pursuant
to Section 7.6) and all Acquiring Fund Shares to be issued in
exchange for the net assets of the Acquired Fund pursuant to
this Agreement will be when so issued, duly and validly issued
and outstanding, fully paid and non-assessable. Except as
contemplated by this Agreement, the Acquiring Fund does not
have outstanding any options, warrants or other rights to
subscribe for or purchase any Acquiring Fund Shares, nor is
there outstanding any security convertible into any Acquiring
Fund Shares.
3.2.6 The execution, delivery and performance of this Agreement has
been duly authorized by the Board of Trustees of the James
Trust (including the determinations required by Rule 17a-8(a)
under the Investment Company Act) and by all necessary action
on the part of the James Trust, and this
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<PAGE>
Agreement constitutes a valid and binding obligation of the
James Trust enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equitable
principles.
3.2.7 The information furnished and to be furnished by the James
Trust for use in applications for exemptive orders,
registration statements, proxy materials and other documents
which may be necessary in connection with the transactions
contemplated hereby is, and shall be, accurate and complete in
all material respects and is in compliance, and shall comply,
in all material respects with applicable federal securities and
other laws and regulations.
3.2.8 On the effective date of the Registration Statement referred to
in paragraph 4.5, at the time of the meeting of the Acquired
Fund shareholders and on the Closing Date, the Registration
Statement and the Proxy Statement, insofar as it refers to the
James Trust or the Acquiring Fund (a) will comply in all
material respects with the 1934 Act, the 1933 Act and the
Investment Company Act and the rules and regulations thereunder
and (b) will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not
misleading; provided, however, that the representations and
warranties in this paragraph 3.2.8 shall not apply to
statements in or omissions from the Proxy Statement and the
Registration Statement made in reliance upon and in conformity
with information furnished by the Acquired Fund for use
therein.
3.2.9 No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
James Trust of the transactions contemplated by this Agreement,
except such as have been obtained under the 1933 Act, the 1934
Act and the Investment Company Act, and such as may be required
under state laws and the filing and acceptance for record of
articles of transfer under Maryland law.
3.2.10 There are no broker's or finder's fees payable on behalf of the
Acquiring Fund in connection with the transactions provided for
herein.
3.2.11 The Acquiring Fund has no plan or intention to sell or
otherwise dispose of any of the assets of the Acquired Fund
transferred to the Acquiring Fund pursuant to the
Reorganization (the "Assets"), except for dispositions made in
the ordinary course of its business as a RIC and dispositions
necessary to maintain its status as a RIC, and expects to
retain substantially all of the Assets in the same form as it
receives them in the
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<PAGE>
Reorganization, unless and until subsequent investment
circumstances reasonably suggest the desirability of change or it
becomes necessary to make dispositions to maintain RIC status.
4. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND
4.1 The James Trust and Admiral Funds each will operate its respective
business in the ordinary course between the date hereof and the
Closing Date, it being understood that the ordinary course of business
will include declaring and paying customary dividends and other
distributions.
4.2 Admiral Funds will call a meeting of shareholders of the Acquired Fund
to consider and act upon this Agreement and the transactions
contemplated herein and to take all other action necessary to obtain
approval of the transactions contemplated hereby.
4.3 The Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the
beneficial ownership of the Acquired Fund's shares.
4.4 Subject to the provisions of this Agreement, Admiral Funds and the
James Trust each will take or cause to be taken all action, and will
do or cause to be done all things, reasonably necessary, proper or
advisable to consummate and make effective the transactions
contemplated by this Agreement.
4.5 Admiral Funds will prepare and file with the Commission the Proxy
Statement, and the James Trust will prepare and file with the
Commission an amendment to its registration statement on Form N-1A
relating to the Acquiring Fund Shares to be issued hereunder (together
with any amendments thereof and supplements thereto, the "Registration
Statement"), in compliance in all material respects with the 1933 Act,
the 1934 Act and the Investment Company Act and the rules and
regulations thereunder.
4.6 Each of Admiral Funds and the James Trust will, from time to time, as
and when requested by the other, execute and deliver or cause to be
executed and delivered all such assignments and other instruments, and
will take or cause to be taken such further action, as the other may
deem necessary or desirable in order to (a) vest in and confirm to the
Acquiring Fund title to and possession of all the assets of the
Acquired Fund to be sold, assigned, transferred and delivered to the
Acquiring Fund pursuant to this Agreement, (b) vest in and confirm to
the Acquired Fund title to and possession of all the Acquiring Fund
Shares to be transferred to the Acquired Fund pursuant to this
Agreement, (c) assume all of the Acquired Fund's liabilities in
accordance with this Agreement, and (d) otherwise to carry out the
intent and purpose of this Agreement.
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<PAGE>
4.7 The James Trust will use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the Investment
Company Act and such of the state Blue Sky or other laws as it may
deem appropriate in order to continue its operations after the Closing
Date.
4.8 For a period of three years from the Closing Date, the James Trust
covenants that at least 75% of the members of its board of trustees
shall not be interested persons of James Investment Research, Inc. or
Nuveen Advisory Corp. For a period of two years beginning immediately
after the Closing, the Acquiring Fund will not enter into, participate
in, or allow to continue any arrangement that would constitute an
"unfair burden" within the meaning of Section 15(f) of the Investment
Company Act.
4.9 The Acquiring Fund intends to qualify as a RIC for the current taxable
year.
5. CONDITIONS PRECEDENT TO OBLIGATIONS OF ADMIRAL FUNDS
The obligations of Admiral Funds to consummate the transactions provided for
herein shall, at its election, be subject to the performance by the James Trust
of all the obligations to be performed by it hereunder on or before the Closing
Date and the following further conditions.
5.1 All representations and warranties of the James Trust contained in
this Agreement shall be true and correct in all material respects as
of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Closing Date
with the same force and effect as if made on and as of the Closing
Date.
5.2 The James Trust shall have delivered to Admiral Funds a certificate
executed in its name by the President or a Vice President of the James
Trust, in form and substance satisfactory to Admiral Funds and dated
as of the Closing Date, to the effect that the representations and
warranties of the James Trust in this Agreement are true and correct
at and as of the Closing Date except as they may be affected by the
transactions contemplated by this Agreement, and as to such other
matters as Admiral Funds shall reasonably request.
5.3 The Acquired Fund shall have received an opinion from Brown, Cummins &
Brown Co., L.P.A., counsel to the James Trust, dated as of the Closing
Date, and relying upon such opinions of other counsel and certificates
of public authorities and officers of the James Trust as Brown,
Cummins & Brown Co., L.P.A. deems appropriate, to the effect that:
5.3.1 The James Trust has been duly organized and is validly existing
as a business trust in good standing under the laws of the
State of Ohio with requisite power and authority to own its
properties and, to the knowledge of such counsel, to carry on
its business as presently conducted;
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5.3.2 This Agreement has been duly authorized, executed and delivered
by the James Trust and, assuming due authorization, execution
and delivery of the Agreement by Admiral Funds, constitutes a
valid and binding obligation of the James Trust enforceable in
accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting
creditors' rights and to general equitable principles;
5.3.3 The Acquiring Fund Shares to be distributed to shareholders of
the Acquired Fund in an amount equal in number and value to the
shares then owned by an Acquired Fund shareholder will, when
issued, as contemplated by this Agreement, be validly issued
and outstanding and fully paid and non-assessable (except to
the extent set forth in the Proxy Statement) and free of
preemptive rights;
5.3.4 Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby violate
(i) the James Trust's Declaration of Trust or By-Laws or (ii)
any federal securities law of the United States or the laws of
the State of Ohio applicable to the James Trust; provided,
however, that such counsel may state that it expresses no
opinion with respect to federal or state securities anti-fraud
laws or fraudulent transfer laws; and provided further that,
insofar as performance by the James Trust of its obligations
under this Agreement is concerned, such counsel may state that
it expresses no opinion as to bankruptcy, insolvency,
reorganization, moratorium or similar laws of general
applicability relating to or affecting creditors' rights;
5.3.5 To the knowledge of counsel (without any independent inquiry or
investigation) all regulatory consents, authorizations,
approvals and filings required to be obtained or made by the
James Trust under the federal laws of the United States, the
laws of the State of Ohio and for the consummation of the
transactions contemplated by this Agreement have been obtained
or made;
5.3.6 The James Trust has been registered with the Commission as an
investment company and, to the knowledge of such counsel, no
order has been issued or proceeding instituted to suspend such
registration; and
5.3.7 To the knowledge of such counsel, (a) no litigation or
administrative proceeding or investigation of or before any
court or governmental body is presently pending or threatened
as to the James Trust or any of its properties or assets, and
(b) the James Trust is not a party to or subject to the
provision of any order, decree or judgment of any court or
governmental body, which materially and adversely affects its
business.
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6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE JAMES TRUST
The obligations of the James Trust to consummate the transactions provided for
herein with respect to Admiral Funds shall, at its election, be subject to the
performance by Admiral Funds of all the obligations to be performed by it
hereunder on or before the Closing Date and the following further conditions:
6.1 All representations and warranties of Admiral Funds contained in this
Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same
force and effect as if made on and as of the Closing Date.
6.2 Admiral Funds shall have delivered to the James Trust a certificate
executed in its name by the President or a Vice President of Admiral
Funds, in form and substance satisfactory to the James Trust and dated
as of the Closing Date, to the effect that the representations and
warranties of Admiral Funds in this Agreement are true and correct at
and as of the Closing Date except as they may be affected by the
transactions contemplated by this Agreement, and as to such other
matters as the James Trust shall reasonably request.
6.3 Admiral Funds shall have delivered to the James Trust on the Closing
Date a Statement of Net Assets, which Statement shall be prepared in
accordance with generally accepted accounting principles consistently
applied, together with a list of its portfolio securities showing the
adjusted tax bases and holding periods of such securities as of the
Closing Date, certified by the Treasurer of Admiral Funds.
6.4 The James Trust shall have received an opinion from Bell, Boyd &
Lloyd, special counsel to Admiral Funds relating to paragraphs 6.4.1
through 6.4.3 and 6.4.6, and from Gifford Zimmerman, Esq., Vice
President and Assistant Secretary of Nuveen Advisory Corp. relating to
paragraphs 6.4.4 and 6.4.5, each opinion dated as of the Closing Date
and relying upon such opinions of local counsel and certificates of
public authorities and officers of Admiral Funds as each deem
appropriate, to the effect that:
6.4.1 Admiral Funds has been duly organized and is validly existing
as a corporation in good standing under the laws of the State
of Maryland with requisite corporate power to own its
properties and, to the knowledge of such counsel, to carry on
its business as presently conducted;
6.4.2 This Agreement has been duly authorized, executed and delivered
by Admiral Funds and, assuming due authorization, execution and
delivery of the Agreement by James Trust, constitutes a valid
and binding obligation of the Admiral Funds, enforceable in
accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium
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and similar laws of general applicability relating to or
affecting creditors' rights and to general equitable
principles;
6.4.3 Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby violate
(i) Admiral Funds' Charter or By-Laws or (ii) any federal
securities law of the United States, the laws of the State of
Illinois or the laws of the State of Maryland applicable to
Admiral Funds; provided, however, that such counsel may state
that it expresses no opinion with respect to federal or state
securities anti-fraud laws or fraudulent transfer laws; and
provided further that, insofar as performance by Admiral Funds
of its obligations under this Agreement is concerned, such
counsel may state that it expresses no opinion as to
bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability relating to or affecting
creditors' rights;
6.4.4 To the knowledge of counsel (without any independent inquiry or
investigation) all regulatory consents, authorizations,
approvals and filings required to be obtained or made by
Admiral Funds under the federal laws of the United States, and
the laws of the State of Maryland for the consummation of the
transactions contemplated by this Agreement have been obtained
or made;
6.4.5 Admiral Funds has been registered with the Commission as an
investment company, and, to the knowledge of such counsel, no
order has been issued or proceeding instituted to suspend such
registration; and
6.4.6 To the knowledge of such counsel, (a) no litigation or
administrative proceeding or investigation of or before any
court or governmental body is presently pending or threatened
as to Admiral Funds or any of its properties or assets, and (b)
Admiral Funds is not a party to or subject to the provision of
any order, decree or judgment of any court or governmental
body, which materially and adversely affects its business.
7. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE JAMES TRUST AND ADMIRAL
FUNDS
The obligations of the James Trust and Admiral Funds hereunder are subject to
the further conditions that on or before the Closing Date:
7.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite votes of (a) the Board of Trustees of
the James Trust and the Board of Directors of Admiral Funds, including
the determinations required by Rule 17a-8(a) under the Investment
Company Act and (b) the holders of the outstanding shares of the
Acquired Fund in accordance with the provisions of Admiral Funds'
Charter and By-Laws, and each of James Trust and Admiral
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Funds shall have delivered certified copies of the resolutions
evidencing such approvals to the other.
7.2 On the Closing Date no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought
to restrain or prohibit, or obtain damages or other relief in
connection with, this Agreement or the transactions contemplated
herein.
7.3 All consents of other parties and all consents, orders and permits of
federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky or securities authorities,
including "no-action" positions of such federal or state authorities)
deemed necessary by the James Trust or Admiral Funds to permit
consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to
obtain any such consent, order or permit would not involve a risk of a
materially adverse effect on the assets or properties of the Acquiring
Fund or the Acquired Fund; provided that either party hereto may waive
any part of this condition as to itself.
7.4 The Registration Statement shall have become effective under the 1933
Act, and no stop order suspending the effectiveness thereof shall have
been issued, and, to the best knowledge of the James Trust, no
investigation or proceeding under the 1933 Act for that purpose shall
have been instituted or be pending, threatened or contemplated.
7.5 The James Trust and Admiral Funds shall have received an opinion of
Bell, Boyd & Lloyd reasonably satisfactory to the James Trust and
Admiral Funds and based upon such reasonably requested representations
and warranties as requested by counsel, substantially to the effect
that, for federal income tax purposes:
7.5.1 The acquisition by the Acquiring Fund of all the assets of the
Acquired Fund in exchange solely for Acquiring Fund Shares and
the assumption by the Acquiring Fund of the Acquired Fund's
liabilities, if any, followed by the distribution by the
Acquired Fund of the Acquiring Fund Shares to the shareholders
of the Acquired Fund in exchange for their Acquired Fund shares
in complete liquidation of the Acquired Fund, will constitute a
"reorganization" within the meaning of Section 368(a)(1) of the
Internal Revenue Code, and the Acquiring Fund and the Acquired
Fund each will be "a party to a reorganization" within the
meaning of Section 368(b) of the Internal Revenue Code;
7.5.2 The Acquired Fund's shareholders will recognize no gain or loss
upon the exchange of all of their Acquired Fund shares for
Acquiring Fund Shares in complete liquidation of the Acquired
Fund;
7.5.3 No gain or loss will be recognized by the Acquired Fund upon
the transfer of all its assets to the Acquiring Fund in
exchange solely for Acquiring
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Fund Shares and the assumption by the Acquiring Fund of the
Acquired Fund's liabilities, if any, and with respect to the
subsequent distribution of those Acquiring Fund Shares to the
Acquired Fund shareholders in complete liquidation of the
Acquired Fund;
7.5.4 No gain or loss will be recognized by the Acquiring Fund upon
the acquisition of all the Acquired Fund's assets in exchange
solely for Acquiring Fund Shares and the assumption of the
Acquired Fund's liabilities, if any;
7.5.5 The basis of the assets acquired by the Acquiring Fund will be,
in each instance, the same as the basis of those assets when
held by the Acquired Fund immediately before the transfer, and
the holding period of such assets acquired by the Acquiring
Fund will include the holding period thereof when held by the
Acquired Fund;
7.5.6 The basis of the Acquiring Fund Shares to be received by the
Acquired Fund's shareholders upon liquidation of the Acquired
Fund will be, in each instance, the same as the basis of the
Acquired Fund shares surrendered in exchange;
7.5.7 The holding period of the Acquiring Fund Shares to be received
by the Acquired Fund's shareholders will include the period
during which the Acquired Fund shares to be surrendered in
exchange therefor were held; provided such Acquired Fund shares
were held as capital assets by those shareholders on the date
of the exchange;
7.5.8 For purposes of Section 381 of the Code, the Acquiring Fund
will be treated as if there had been no Reorganization.
Accordingly, the Reorganization will not result in the
termination of the Acquired Fund's taxable year. The Acquired
Fund's tax attributes enumerated in Section 381(c) of the Code
will be taken into account by the Acquiring Fund as if there
had been no Reorganization, and the part of the Acquired Fund's
taxable year before the Reorganization will be included in the
Acquiring Fund's taxable year after the Reorganization.
7.6 Prior to the Closing (i) the Board of Trustees of the James Trust
shall have authorized the issuance of, and the Acquiring Fund shall
have issued, one Acquiring Fund Share to James Investment Research,
Inc. in consideration of the payment of $1.00 for the purpose of
enabling James Investment Research, Inc. to vote on the matters
referred to in paragraph 7.7 and (ii) after such vote, James
Investment Research, Inc. shall redeem the shares so issued.
7.7 The James Trust (on behalf of and with respect to the Acquiring Fund)
shall have entered into a Management Agreement with James Investment
Research, Inc., a Distribution Agreement and a Plan of Distribution
with CW Fund Distributors,
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Inc., a Transfer Agency Agreement and an Administration Agreement with
Countrywide Fund Services, Inc. and a Custody Agreement with Star
Bank, N.A. Each such agreement shall have been approved by James
Trust's Board of Trustees and, to the extent required by law, by such
of those trustees who are not "interested persons" thereof (as defined
in the Investment Company Act) and by James Investment Research, Inc.
as the sole shareholder of the Acquiring Fund.
8. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
8.1 This Agreement constitutes the entire agreement between the James
Trust and Admiral Funds.
8.2 The representations and warranties contained in this Agreement or in
any document delivered pursuant hereto or in connection herewith shall
terminate at Closing.
9. TERMINATION
This Agreement may be terminated at any time prior to the Effective Time,
whether before or after approval of the shareholders of the Acquired Fund:
9.1 By mutual agreement of the James Trust and Admiral Funds; or
9.2 Upon written notice to the other party, by either the James Trust or
Admiral Funds, if a condition to the obligations of the party
exercising its right to terminate shall not have been met and it
reasonably appears that it will not or cannot be met.
In the event of any such termination, there shall be no liability for damages on
the part of either the James Trust or Admiral Funds or any Director, Trustee or
officer of either the James Trust or Admiral Funds.
10. AMENDMENT
This Agreement may be amended, modified or supplemented only in writing by the
parties; provided, however, that following the shareholder's meeting called by
Admiral Funds pursuant to paragraph 4.2, no such amendment may have the effect
of changing the provisions for determining the number of Acquiring Fund Shares
to be distributed to the Acquired Fund's shareholders under this Agreement
without their further approval and the further approval of the Boards of
Directors or Trustees of the James Trust and Admiral Funds (including the
determinations required by Rule 17a-8(a) under the Investment Company Act), and
provided further that nothing contained in this paragraph 10 shall be construed
as requiring additional approval to amend this Agreement to change the Closing
Date or the Effective Time.
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11. NOTICES
Any notice, report, demand or other communication required or permitted by any
provision of this Agreement shall be in writing and shall be given by hand
delivery, prepaid certified mail or overnight delivery service addressed to:
James Trust, c/o Frank James, Ph.D., James Investment Research, Inc., P.O. Box
8, Alpha, Ohio 45301.
Admiral Funds, c/o John Nuveen & Co. Incorporated, 333 West Wacker Drive,
Chicago, Illinois 60606, Attention: Alan G. Berkshire.
12. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
12.1 The paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
12.2 This Agreement may be executed in any number of counterparts, each of
which will be deemed an original.
12.3 This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
12.4 This Agreement shall bind and inure to the benefit of the parties and
their respective successors and assigns, and no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by
either party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm or corporation other than the
parties and their respective successors and assigns any rights or
remedies under or by reason of this Agreement.
12.5 All persons dealing with the Acquiring Fund must look solely to the
property of the Acquiring Fund for the enforcement of any claims
against the Acquiring Fund as neither the Trustees, officers, agents
or shareholders of the Acquiring Fund assume any personal liability
for obligations entered into on behalf of the Acquiring Fund.
13. BROKERAGE FEES AND EXPENSES
13.1 The James Trust on behalf of the Acquiring Fund and Admiral Funds on
behalf of the Acquired Fund each represent and warrant to each other
that there are no brokers or finders entitled to receive any payments
in connection with the transactions provided for herein.
13.2 In connection with the Reorganization, the Acquiring Fund will not
bear any of the expenses of the Acquired Fund or its shareholders, nor
will the Acquired Fund
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bear any of the expenses of the Acquiring Fund or its shareholders,
other than expenses directly and solely related to the Reorganization.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed by the President or Vice President of each party.
FLAGSHIP ADMIRAL FUNDS INC. THE JAMES ADVANTAGE FUNDS
By: /s/ Gifford Zimmerman By: /s/ Barry R. James
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Gifford Zimmerman Barry R. James
Its: Vice President and Secretary Its: President
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