<PAGE>
As filed with the Securities and Exchange Commission
on September 3, 1996
Registration Nos. 2-91373
811-4038
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post Effective Amendment No. 17 /X/
and/or
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 18 /X/
St. Clair Fixed Income Fund, Inc.
doing business as St. Clair Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
480 Pierce Street
Birmingham, Michigan 48009
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number,
including Area Code: (810) 647-9200
Paul F. Roye, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Suite 500
Washington, D.C. 20005
(Name and Address of Agent for Service)
Copies to:
Lisa Ann Rosen, Esq.
Munder Capital Management
480 Pierce Street
Birmingham, Michigan 48009
/X/ It is proposed that this filing will become effective October 4, 1996
pursuant to paragraph (b) of Rule 485.
/X/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Rule 24f-2 Notice for the Registrant's fiscal year ended February
29, 1996 was filed on April 29, 1996.
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CROSS REFERENCE SHEET
Form N-1A Part A Item Prospectus Caption
1. Cover Page Cover Page
2. Synopsis Fund Expenses
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Cover Page; Investment
Objective and
Policies; Investment
Limitations; General
Information
5. Management of the Fund Cover Page;
Management; General
Information
6. Capital Stock and Other Securities Cover Page; Net Asset
Value; Purchase and
Redemption of Shares;
Description of Shares;
Dividends and
Distributions; General
Information
7. Purchase of Securities
Being Offered Net Asset Value;
Purchase and
Redemption of Shares;
Management
8. Redemption or Repurchase Purchase and
Redemption of Shares
9. Pending Legal Proceedings Not Applicable
<PAGE>
Part B Heading in
Statement of
Additional
Item No. Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History See Prospectus --
"Management"; General;
Directors and Officers
13. Investment Objectives and Policies Fund Investments;
Additional Investment
Limitations; Portfolio
Transactions
14. Management of the Fund See Prospectus --
"Management";
Directors and
Officers;
Miscellaneous
15. Control Persons and Principal
Holders of Securities See Prospectus --
"Management";
Miscellaneous
16. Investment Advisory
and Other Services Investment Advisory
and Other Service
Arrangements; See
Prospectus --
"Management"
17. Brokerage Allocation
and Other Practices Portfolio Transactions
<PAGE>
Part B Heading in
Statement of
Additional
Item No. Information
18. Capital Stock and Other Securities See Prospectus --
"Description
of Shares"; and
"Management";
Additional Information
Concerning Shares
19. Purchase, Redemption and
Pricing of Securities
Being Offered Purchase and
Redemption
Information; Net Asset
Value; Additional
Information Concerning
Shares
20. Tax Status Taxes
21. Underwriters Purchase and
Redemption Information
22. Calculation of Performance Data Performance
Information
23. Financial Statements Not Applicable
ST. CLAIR FUNDS, INC.
This Post-Effective Amendment No. 17 to the Registration
Statement of St. Clair Funds, Inc. is being filed solely for
the purpose of delaying the effectiveness of Post-Effective
Amendment No. 16 which was filed pursuant to Rule 485(a) on
June 21, 1996. Accordingly, Post-Effective Amendment No. 16
is incorporated in its entirety into this filing.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Not applicable.
(b) Exhibits:
(1) (a) Articles of Incorporation dated May 22, 1984, are incorporated
herein by reference to Exhibit 1 of Registrant's Registration
Statement on Form N-1A, filed on May 25, 1984.
(b) Articles Supplementary to Registrant's Articles of
Incorporation are incorporated herein by reference
to Exhibit 1(b) of Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A
filed on March 4, 1985.
(c) Articles Supplementary filed November 19, 1987 are
incorporated herein by reference to Exhibit 3(a) of
Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A filed on
November 27, 1987.
(d) Certificate of Correction filed November 19, 1987 is
incorporated herein by reference to Exhibit 3(b) of
Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A, filed on
November 27, 1987.
(e) Articles Supplementary to Registrant's Articles of Incorporation
filed on December 7, 1989 are incorporated herein by reference to
Exhibit 1(e) of Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A, filed on
November 29, 1990.
(f) Articles Supplementary with respect to the Liquidity
Plus Money Market Fund. (To be filed by amendment)
(2) (a) By-laws as amended, restated and adopted by Registrant's Board
of Directors on March 2, 1990 are incorporated herein by reference
to Exhibit 2(a) of Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A, filed on
November 29, 1990.
(3) Not Applicable.
(4) (a) Specimen copy of share certificate for Common Shares
is incorporated herein by reference to Exhibit 4 of
Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed on August
28, 1984.
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(5) (a) Investment Advisory Agreement between Registrant and
Woodbridge Capital Management, Inc. incorporated
herein by reference to Post-Effective Amendment No.
11 on Form N-1A filed on September 20, 1992.
(b) Investment Advisory Agreement between Registrant and Woodbridge
Capital Management, Inc., dated April 15, 1993, with respect to the
Institutional Index Equity Fund is incorporated herein by reference
to Exhibit 5(b) of Post-Effective Amendment No. 14 on Form N-1A
filed with the Commission on June 29, 1993.
(c) Investment Advisory Agreement between Registrant and
Munder Capital Management with respect to the
Liquidity Plus Money Market Fund. (To be filed by
amendment)
(6) (a) Distribution Agreement between Registrant and Funds Distributor,
Inc., dated November 20, 1992 with respect to Registrant's Fiduciary
Portfolio is incorporated herein by reference to Exhibit 6(a) of
Post-Effective Amendment No. 14 on Form N-1A filed with the
Commission on June 29, 1993.
(b) Addendum No. 1 to Distribution Agreement between Registrant and
Funds Distributor Inc., dated April 15, 1993 with respect to the
Institutional Index Equity Fund is incorporated herein by reference
to Exhibit 6(b) of Post-Effective Amendment No. 14 on Form N-1A
filed with the Commission on June 29, 1993.
(c) Addendum No. 2 to Distribution Agreement between
Registrant and Funds Distributor Inc. with respect
to the Liquidity Plus Money Market Fund. (To be
filed by amendment)
(7) Not Applicable.
(8) (a) Custodian Agreement between Registrant and Provident National
Bank, dated November 20, 1992 with respect to Registrant's Fiduciary
Portfolio is incorporated herein by reference to Exhibit 8 (a) of
Post- Effective Amendment No. 14 on Form N-1A filed with the
Commission on June 29, 1993.
(b) Custodian Agreement between Registrant and Comerica Bank with
respect to the Institutional Index Equity Fund is incorporated
herein by reference to Exhibit 8(b) of Post-Effective Amendment No.
14 on Form N-1A filed with the Commission on June 29, 1993.
(c) Form of Custody Agreement between Registrant and
Comerica Bank is incorporated herein by reference to
Exhibit 8(c) of Post-Effective Amendment No. 15 on
Form N-1A filed with the Commission on June 28, 1994
<PAGE>
(d) Addendum to Custodian Agreement with respect to the
Liquidity Plus Money Market Fund. (To be filed by
amendment)
(9) (a) Administration Agreement between Registrant and The
Boston Company Advisors, Inc., dated November 20,
1992 with respect to the Registrant's Fiduciary
Portfolio is incorporated herein by reference to
Exhibit 9(a) of Post-Effective Amendment No. 14 on
Form N-1A filed with the Commission on June 29,
1993.
(b) Administration Agreement between Registrant and The
Boston Company Advisors, Inc. with respect to the
Institutional Index Equity Fund is incorporated
herein by reference to Exhibit 9(b) of Post-
Effective Amendment No. 14 on Form N-1A filed with
the Commission on June 29, 1993.
(c) Administration and Accounting Agreement between Registrant and
Provident Financial Processing Corporation ("PFPC") with respect to
the Registrant's Fiduciary Portfolio is incorporated herein by
reference to Post-Effective Amendment No. 11 on Form N-1A, filed on
September 20, 1992.
(d) Form of Administration Agreement between Registrant
and First Data Investor Services Group, Inc. is
incorporated herein by reference to Exhibit 9(c) of
Post-Effective Amendment No. 15 on Form N-1A, filed
on June 28, 1994.
(e) Addendum to Administration Agreement with respect to
the Liquidity Plus Money Market Fund. (To be filed
by amendment)
(f) Transfer Agency Agreement between Registrant and Provident Financial
Processing Corporation, dated November 20, 1992 with respect to the
Registrant's Fiduciary Portfolio is incorporated herein by reference
to Exhibit 9(d) of Post-Effective Amendment No. 14 on Form N-1A
filed with the Commission on June 29, 1993.
(g) Transfer Agency Agreement between Registrant and The
Shareholder Services Group, Inc. with respect to the
Institutional Index Equity Fund is incorporated
herein by reference to Exhibit 9(e) of Post-
Effective Amendment No. 14 on Form N-1A filed with
the Commission on June 29, 1993.
(h) Form of Transfer Agency and Registrar Agreement
between Registrant and First Data Investor Services
Group, Inc. is incorporated herein by reference to
Exhibit 9(g) of Post-Effective Amendment No. 15 on
<PAGE>
Form N-1A, filed with the Commission on June 28, 1994.
(i) Addendum to Transfer Agency and Registrar Agreement
with respect to the Liquidity Plus Money Market
Fund. (To be filed by amendment)
(10) Opinion and consent of counsel filed under Rule 24f-2 as part of
Registrant's Rule 24f-2 Notice filed with the Commission on April 29,
1996.
(11) Powers of Attorney are incorporated herein by reference to Exhibit 11 of
Post-Effective Amendment No. 16 on Form N-1A filed with the Commission on
June 21, 1996.
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Form of Shareholder Service Plan for the Liquidity Plus
Money Market Fund. (To be filed by amendment)
(16) (a) Schedules for computation of annualized and
effective yields of the Fiduciary Portfolio of the
St. Clair Money Market Fund provided in the
Registration Statement in response to Item 22 of
Form N-1A is incorporated herein by reference to
Exhibit (16)(a) of Post-Effective Amendment No. 12
to Registrant's Registration Statement on Form N-1A
filed with the Commission on November 18, 1992.
(b) Schedules for computation of annualized and effective yields of the
Institutional Index Equity Fund is incorporated herein by reference
to Exhibit 16 (b) of Post-Effective Amendment No. 14 filed with the
Commission on June 29, 1993.
(c) Schedules for computation of annualized and
effective yields of the Liquidity Plus Money Market
Fund. (To be filed by amendment)
Item 25. Persons Controlled by or under Common Control with
Registrant
Not Applicable
Item 26. Number of Holders of Securities
No record holders as of June 20, 1996
Item 27. Indemnification
Reference is made to Article VII, Section 3 of the Registrant's
Articles of Incorporation, incorporated by reference as Exhibit (1)
hereto, and Article VI,
<PAGE>
Section 2 of Registrant's By-Laws, incorporated by reference as
Exhibit (2) hereto.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing
provisions, or otherwise, 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
Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, 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 of 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
Munder Capital Management
Position
Name with Adviser
Old MCM, Inc. Partner
Munder Group LLC Partner
WAM Holdings, Inc. Partner
Woodbridge Capital
Management, Inc. Partner
Lee P. Munder President and Chief
Executive Officer
Leonard J. Barr, II Senior Vice President and
Director of Research
Ann J. Conrad Vice President and Director
of Special Equity Products
Terry H. Gardner Vice President and Chief
Financial Officer
Elyse G. Essick Vice President and Director
of Client Services
<PAGE>
Sharon E. Fayolle Vice President and Director
of Money Market Trading
Otto G. Hinzmann Vice President and Director
of Equity Portfolio
Management
Anne K. Kennedy Vice President and Director
of Corporate Bond Trading
Ann F. Putallaz Vice President and Director
of Fiduciary Services
Peter G. Root Vice President and Director
of Government Securities
Trading
Lisa A. Rosen General Counsel and
Director of Mutual Fund
Operations
James C. Robinson Vice President and Chief
Investment Officer/Fixed
Income
Gerald L. Seizert Executive Vice President
and Chief Investment
Officer/Equity
Paul D. Tobias Executive Vice President
and Chief Operating Officer
For further information relating to the Investment Adviser's officers,
reference is made to Form ADV filed under the Investment Advisers Act of
1940 by Munder Capital Management.
Item 29. Principal Underwriter
(a) Funds Distributor, Inc. ("FDI") serves as
Distributor of shares of the Registrant. FDI also
serves as principal underwriter of the following
investment companies other than the Registrant:
HT Insight Funds, Waterhouse Investors Cash
d/b/a Harris Insight Funds Management Mutual Funds
Harris Insight Funds Trust Skyline Funds
The Munder Funds Trust Foreign Fund, Inc.
Panagora Funds PanAgora Funds
BJB Investment Funds BEA Investment Funds, Inc.
The Munder Funds, Inc.
(b) The directors and officers of FDI are set forth below. Unless
otherwise indicated, their address is One Exchange Place, Boston,
Massachusetts 02109.
<PAGE>
Positions and Positions and
Offices with Offices with
Name FDI Registrant
William J. Nutt Chairman None
Marie E. Connolly President, Chief None
Executive Officer
John E. Pelletier Senior Vice None
President General Counsel
Rui M. Moura First Vice None
President
Joseph F. Tower, III Senior Vice None
President, Treasurer,
Chief Financial Officer
Richard W. Ingram Senior Vice President None
Donald R. Robertson Senior Vice President None
Bernard A. Whalen First Vice President None
John W. Gomez Director None
(c) Not Applicable
Item 30. Location of Accounts and Records
The account books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of Munder Capital
Management at 480 Pierce Street, Birmingham, MI 48009, at State Street Bank and
Trust Company, c/o National Financial Data Services, 1004 Baltimore, Kansas
City, Missouri 64105-1807 or at First Data Investor Services Group, Inc. (f/k/a
The Shareholder Services Group, Inc.), One Exchange Place, Boston, Massachusetts
02109.
Item 31. Management Services
None.
Item 32. Undertakings
(1) Registrant hereby undertakes to call a meeting of its shareholders
for the purpose of voting upon the question of removal of a director
or directors of Registrant when requested in writing to do so by the
holders of at least 10% of Registrant's outstanding shares.
Registrant undertakes further, in connection with the meeting, to
comply with the provisions of Section 16(c) of the Investment
<PAGE>
Company Act of 1940, as amended, relating to communications with the
shareholders of certain common-law trusts.
(2) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's most recent
annual report to shareholders, upon request without charge.
(3) Registrant undertakes to file a Post-Effective Amendment relating to
the Liquidity Plus Money Market Fund, using reasonably current
financial statements which need not be certified, within four to six
months from the effective date of the Registration Statement with
respect to the Liquidity Plus Money Market Fund.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, Registrant certifies that
this Post-Effective Amendment No. 17 to the Registration Statement meets the
requirements for effectiveness pursuant to Rule 485(b) under the Securities Act
of 1933, as amended, and Registrant has duly caused this Post-Effective
Amendment No. 17 to be signed on behalf of the undersigned, thereunto duly
authorized, in this City of Washington, D.C. on the 3rd day of September, 1996.
ST. CLAIR FUNDS, INC.
By: *_______________________
Lee P. Munder
* By: /s/ Paul F. Roye
------------------------
Paul F. Roye
as Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, this Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A has been signed below by
the following persons on behalf of St. Clair Funds, Inc. in
the capacities and on the date indicated:
Signatures Title Date
*_______________________ President and Chief September 3, 1996
Lee P. Munder Executive Officer
*_______________________ Director September 3, 1996
Charles W. Elliott
*_______________________ Director September 3, 1996
Joseph E. Champagne
*_______________________ Director September 3, 1996
Arthur DeRoy Rodecker
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*_______________________ Director September 3, 1996
Jack L. Otto
*_______________________ Director September 3, 1996
Thomas B. Bender
*_______________________ Director September 3, 1996
Thomas D. Eckert
*_______________________ Director September 3, 1996
John Rakolta, Jr.
*_______________________ Director September 3, 1996
David J. Brophy
*_______________________ Vice President, September 3, 1996
Terry H. Gardner Treasurer and
Chief Financial
Officer
* By: /s/ Paul F. Roye
------------------------
Paul F. Roye
as Attorney-in-Fact
