SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
X Pre-Effective Amendment No. 2
Post-Effective Amendment No.
------ -----
BLANCHARD FUNDS
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copy to:
Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037
It is proposed that this filing will become effective on December
24, 1995 pursuant to Rule 488. (Approximate Date of Proposed Public
Offering)
An indefinite amount of the Registrant's securities has been
registered under the Securities Act of 1933 pursuant to Rule 24f-2 under
The Investment Company Act of 1940. In reliance upon such Rule, no filing
fee is being paid at this time. A Rule 24f-2 notice for the Registrant for
the year ended April 30, 1995 was filed on June 27, 1995.
CROSS REFERENCE SHEET
Pursuant to Item 1(a) of Form N-14 Showing Location in Prospectus of
Information Required by Form N-14
Item of Part A of Form N-14 and Caption Caption or Location in Prospectus
1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus ................ Cross Reference Sheet; Cover Page
2. Beginning and Outside
Back Cover Page of Prospectus Table of Contents
3. Synopsis Information
and Risk Factors .......... Summary; Risk Factors
4. Information About the
Transaction ............... Information About the Reorganization
5. Information About the Registrant Information About Blanchard
Funds, Short-Term Flexible, and Short-
Term Global
6. Information About the Company
Being Acquired ............ Information About Blanchard Funds,
Short-Term Flexible, and Short-Term
Global
7. Voting Information ........ Voting Information
8. Interest of Certain Persons and Experts Not Applicable
9. Additional Information Required
for Reoffering by Persons Deemed
to be Underwriters ........ Not Applicable
Item of Part B of Form N-14 andCaption Caption or
Statement of Additional Information Location in
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information About Statement of Additional
the Registrant Information of Blanchard Short-Term
Flexible Income Fund,
dated August 7, 1995
13. Additional Information About Statement of Additional
the Company Being AcquiredInformation of Blanchard Short-Term
Global Income Fund,
dated August 7, 1995
14. Financial Statements Financial Statements of Blanchard
Short-Term Global Income Fund, dated April 30, 1995;
Financial Statements of Blanchard
Short-Term Flexible Income Fund, dated
April 30, 1995; Pro Forma
Financial Statements
This Pre-Effective Amendment to the Registration Statement hereby
incorporates by reference pursuant to Rule 411 under the Securities Act of
1933, Part A of Pre-Effective Amendment No. 1 filed October 26, 1995 in its
entirety.
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 20, 1995
ACQUISITION OF THE ASSETS OF
BLANCHARD SHORT-TERM GLOBAL INCOME FUND
BY AND IN EXCHANGE FOR SHARES OF
BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
TELEPHONE NUMBER: 1-800-829-3863
This Statement of Additional Information dated November 20, 1995 is not a
prospectus. A Prospectus/Proxy Statement dated November 20, 1995 related to the
above-referenced matter may be obtained from Blanchard Funds on behalf of its
portfolio, Blanchard Short-Term Flexible Income Fund, through Signet Financial
Services, Inc. at 41 Madison Avenue, 24th Floor, New York, New York 10010. This
Statement of Additional Information should be read in conjunction with such
Prospectus/Proxy Statement.
FEDERATED SECURITIES
CORP.
Distributor
A subsidiary of FEDERATED INVESTORS
TABLE OF CONTENTS
1. Statement of Additional Information of Blanchard Short-Term Global Income
Fund, dated August 7, 1995
2. Statement of Additional Information of Blanchard Short-Term Flexible Income
Fund, dated August 7, 1995
3. Financial Statements of Blanchard Short-Term Global Income Fund, dated
April 30, 1995
4. Financial Statements of Blanchard Short-Term Flexible Income Fund, dated
April 30, 1995
5. Pro Forma Financial Statements
The Statements of Additional Information of Blanchard Short-Term Global Income
Fund and Blanchard Short-Term Flexible Income Fund dated August 7, 1995, are
incorporated herein by reference to Post-Effective Amendment No. 29 to Blanchard
Funds' Registration Statement on Form N-1A (File No. 33-3165 which was filed
with the Securities and Exchange Commission on or about August 7, 1995. A copy
may be obtained from Signet Financial Services, Inc. at 41 Madison Avenue, 24th
Floor, New York, New York 10010. Telephone Number: 1-800-829-3863.
The financial statements of Blanchard Short-Term Global Income Fund and
Blanchard Short-Term Flexible Income Fund dated April 30, 1995 are incorporated
herein by reference to their respective Statements of Additional Information
dated August 7, 1995, and filed with the Securities and Exchange Commission on
or about August 7, 1995.
The Blanchard Short-Term Flexible Income Fund
(formerly The Blanchard Short-Term Bond Fund)
The Blanchard Short-Term Global Income Fund
Pro Forma Combining Statement of Assets and Liabilities
(unaudited) April 30, 1995
<TABLE>
<CAPTION>
The Blanchard The Blanchard
Short-Term Short-Term
Flexible Income Global Income Pro Forma
Fund Fund Combined
<S> <C> <C> <C>
Assets:
Investments in securities, at value
(Identified cost, $251,583,475) $22,952,464 $229,015,120 $251,967,584
Cash 47,520 2,426,706 2,474,226
Foreign currencies
(Identified cost $3,278,316) ----- 3,317,575 3,317,575
Receivables for:
Investments sold ----- 50,513,648 50,513,648
Shares of beneficial interest 501 72,379 72,880
Interest 543,053 3,600,873 4,143,926
Forward foreign currency contracts ----- 4,091,165 4,091,165
Deferred organizational expenses 48,680 25,860 74,540
Total assets 23,592,218 293,063,326 316,655,544
Liabilities:
Payables for:
Shares of beneficial interest 106,165 761,158 761,158
repurchased ----- 50,456,095 50,456,095
Investments purchased 7,015 184,269 184,269
Dividends ----- 7,432,426 7,432,426
Forward foreign currency contracts 34,531 359,930 394,461
Accrued expenses and other liabilities 147,711 59,193,878 59,341,589
Total liabilities $23,444,507 $233,869,448 $257,313,955
Net Assets $24,355,402 $259,231,663 $283,587,065
Net Assets Consist of:
Paid-in capital (189,216) (2,599,236) (2,788,452)
Net unrealized appreciation (depreciation)
of investments (58,696) (12,018,933) (12,077,629)
Net accumulated overdistributed
investment income (662,983) (10,744,046) (11,407,029)
Accumulated net realized gain (loss)
on investments $23,444,507 $233,869,448 $257,313,955
Total Net Assets 7,985,358 141,135,916 149,121,274
Shares Outstanding $2.94 $1.66 $1.73
Net Asset Value, and Redemption Proceeds
Per Share:
</TABLE>
THE BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND
THE BLANCHARD SHORT-TERM GLOBAL INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO OF INVESTMENTS
SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS AS OF APRIL 30, 1995 (UNAUDITED)
THE BLANCHARD SHORT-TERM GLOBAL INCOME FUND
<TABLE>
<CAPTION>
THE
BLANCHARD
SHORT-TERM
UNREALIZED FLEXIBLE
CURRENCY CURRENCY DELIVERY APPRECIATION INCOME PRO FORMA
SOLD AMOUNT PURCHASED AMOUNT DATE (DEPRECIATION) FUND COMBINED
<S> <C> <C> <C> <C> <C> <C> <C>
Dem 27,281,492 Nlg 30,561,000 2-May-95 $21,420 $21,420
Dem 20,246,000 Gbp 9,115,714 4-May-95 76,039 76,039
Dem 18,092,800 Itl 22,368,128,640 10-May-95 270,545
270,545
Itl 28,349,000,000 Dem 25,415,766 10-May-95 1,494,739
1,494,739
US$ 7,904,785 Jpy 778,400,000 10-May-95 1,371,578 1,371,578
US$ 10,000,000 Esp 1,289,950,000 10-May-95 471,053
471,053
US$ 24,600,661 Esp 3,075,082,650 10-May-95 385,791
385,791
TOTAL UNREALIZED APPRECIATION $4,091,165 $4,091,165
Nlg 30,561,000 Dem 27,281,735 10-May-95 ($21,246) ($21,246)
Gbp 7,490,400 US$ 11,879,774 10-May-95 (171,000) (171,000)
US$ 10,000,000 Aud 13,747,594 10-May-95 (1,822) (1,822)
US$ 15,000,000 Aud 20,270,270 10-May-95 (258,092) (258,092)
US$ 9,785,787 Aud 13,241,931 10-May-95 (147,651) (147,651)
Dem 48,433,000 US$ 34,643,997 10-May-95 (292,382) (292,382)
Itl 29,710,219,600 US$ 17,099,407 10-May-95 (547,643)
(547,643)
Aud 45,976,000 US$ 33,333,979 10-May-95 (102,868) (102,868)
Dem 29,903,730 Itl 31,967,087,370 10-May-95 (2,583,016)
(2,583,016)
Jpy 778,400,000 US$ 7,942,047 10-May-95 (1,334,316) (1,334,316)
Esp 4,461,200,000 US$ 34,348,630 10-May-95 (1,864,761)
(1,864,761)
Gbp 9,170,090 Dem 20,246,000 4-Aug-95 (107,629) (107,629)
TOTAL UNREALIZED DEPRECIATION ($7,432,426) ($7,432,426)
Dem = Deutsche Marks Nlg = Dutch Guilders Esp =Spanish Pesetas
Itl = Italian Lira Gbp = British Pounds Aud =Australian Dollars
Jpy = Japanese Yen
</TABLE>
SCHEDULE OF FOREIGN CURRENCY HELD AS OF APRIL 30, 1995
<TABLE>
<CAPTION>
THE BLANCHARD
SHORT-TERM
FLEXIBLE INCOME PRO FORMA
CURRENCY HELD COST MARKET VALUE FUND COMBINED
<S> <C> <C> <C>
Australian Dollars 138,898 $101,097 $101,097
$101,097
British Pounds 45 73 73 73
Deutsche Marks 1,101 793 793 793
Italian Lira 5,162,758,058 3,032,897 3,072,156 3,072,156
Spanish Pesetas 17,655,177 143,456 143,456 143,456
$3,278,316 $3,317,575 $3,317,575
</TABLE>
THE BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND
(FORMERLY THE BLANCHARD SHORT-TERM BOND FUND)
THE BLANCHARD SHORT-TERM GLOBAL INCOME FUND
PRO FORMA COMBINING STATEMENT OF OPERATIONS (UNAUDITED)
YEAR ENDED APRIL 30, 1995
<TABLE>
<CAPTION>
THE THE
BLANCHARD BLANCHARD
SHORT-TERM SHORT-TERM
FLEXIBLE GLOBAL PRO FORMA PRO FORMA
INCOME INCOME
FUND FUND ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest income (net of foreign withholding
tax of $85,010) $1,934,317 $27,791,428 $ ---- $29,725,745
31,431,600
EXPENSES: 374,808,933
Investment management fee 235,737 2,811,067 3,046,804 406,240,533 6286.32
Plan of distribution fee 78,579 937,022 1,015,601
Transfer agent fees 75,999 779,000 854,999 812481.0667 42,518
Trustees' fees, retirement plan curtailment 36,894 403,258 440,152
and expenses
Custodian fees 36,080 337,214 (7,678) 365,616 365616.48 (0)
Accounting fees 96,176 230,000 (65,000) 261,176 203120.2667 58,056
Professional fees 34,282 168,029 202,311
Shareholder reports and notices 24,950 62,136 (24,950) 62,136
Organizational expenses 15,429 26,748 (26,748) 15,429
Registration fees 27,500 26,500 (26,500) 27,500
Other 4,474 16,293 20,767 203120.2667 10,508
Total expenses 666,100 5,797,267 (150,876) 6,312,491
Deduct-
Waivers by Manager and Distributor 234,663 182,085 (203,120) 213,628
Net expenses 431,437 5,615,182 (353,996) 6,098,863
Net investment income 1,502,880 22,176,246 353,996 23,626,882
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain (loss) on:
Investments - net (541,619) (10,489,372) ---- (11,030,991)
Futures transactions - net ---- (521,197) (521,197)
Forward currency contracts and foreign
exchange
contracts - net (30,645) (33,387,574) (33,418,219)
Total realized gain(loss) (572,264) (44,398,143) ---- (44,970,407)
Change in unrealized appreciation
(depreciation) on:
Investments - net 443,090 7,167,814 7,610,904
Forward currency contracts, futures
transactions
and translation of other assets and
liabilities
denominated in foreign currency - net ---- 8,408,763 ---- 8,408,763
Total unrealized appreciation 443,090 15,576,577 ---- 16,019,667
(depreciation)
Net realized and unrealized gain (loss) (129,174) (28,821,566) ---- (28,950,740)
on investments
Change in net assets resulting $1,373,706 ($6,645,320) $353,996 ($5,323,858)
from operations
</TABLE>
(See Legend on following page)
(See Notes to Pro Forma Financial Statements)
THE BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND
(FORMERLY THE BLANCHARD SHORT-TERM BOND FUND)
THE BLANCHARD SHORT-TERM GLOBAL INCOME FUND
PRO FORMA COMBINING SCHEDULE OF PORTFOLIO OF INVESTMENTS (UNAUDITED)
APRIL 30, 1995
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT VALUE
THE
BLANCHARD THE THE
SHORT- BLANCHARD THE BLANCHARD
TERM SHORT-TERM BLANCHARD SHORT-TERM
FLEXIBLE GLOBAL SHORT-TERM GLOBAL
INCOME INCOME PRO FORMA FLEXIBLE INCOME PRO FORMA
FUND FUND COMBINED INCOME FUND FUND COMBINED
<S> <C> <C> <C> <C> <C> <C>
FOREIGN FIXED INCOME - 23.9%
GERMANY - 6.4%
GOVERNMENT/AGENCY - 6.4%
Dem 17,500,000 17,500,000 Allemagne, 6.63%, 1/20/98 $12,887,568 $12,887,568
5,100,000 5,100,000 Treuhandanat, 6.13%, 6/25/98 3,703,978 3,703,978
Total 16,591,546 16,591,546
NETHERLANDS - 7.3%
GOVERNMENT/AGENCY - 7.3%
Nlg 29,000,000 29,000,000 Hollande, 6.25%, 7/15/98 18,790,416 18,790,416
UNITED KINGDOM - 10.2%
FINANCIAL SERVICES - 5.5%
Gbp 1,000,000 1,000,000 Abbey National, 7.75%, 6/23/98 1,574,870 1,574,870
2,225,000 2,225,000 Abbey National, 6.00%, 8/10/99 3,242,286 3,242,286
1,000,000 1,000,000 Bayerische Hypotheken, 7.00%, 12/21/98 1,530,620 1,530,620
2,000,000 2,000,000 Halifax, 7.75%, 12/03/98 3,113,535 3,113,535
830,000 830,000 Leeds Permanent, 7.38%, 5/06/98 1,285,440 1,285,440
1,000,000 1,000,000 Lloyds Bank, 10.25%, 3/11/98 1,665,379 1,665,379
1,000,000 1,000,000 National Providence Building, 8.25%, 11/04/98 1,586,938 1,586,938
Total 13,999,068 13,999,068
GOVERNMENT/AGENCY - 4.7%
8,140,000 8,140,000 United Kingdom Treasury, 7.00%, 11/06/01 12,217,760 12,217,760
Total United Kingdom 26,216,828 26,216,828
TOTAL FOREIGN FIXED INCOME (IDENTIFIED COST 61,598,790 61,598,790
$61,998,519)
U.S. FIXED INCOME - 65.6%
AIRLINES - 1.3%
$3,000,000 $3,000,000 United Airlines Inc., Series A, 10.67%, 5/01/04 3,268,370 3,268,370
COMPUTERS & RELATED - 2.5%
5,000,000 5,000,000 Comdisco Inc., 7.25%, 4/15/98 4,998,800 4,998,800
1,000,000 1,000,000 Unisys Corp. Sr. Note, 9.75%, 9/15/96 1,026,446 1,026,446
500,000 500,000 Unisys Corp. Sr. Note, 9.50%, 7/15/98 500,750 500,750
Total 6,525,996 6,525,996
CONSUMER RELATED - 2.0%
$500,000 $500,000 RJR Nabisco, 8.30%, 4/15/99 $509,828 $509,828
$2,000,000 2,000,000 RJR Nabisco, 8.75%, 8/15/05 $1,942,688 1,942,688
2,500,000 2,500,000 Valassis Inserts, 9.38%, 3/15/99 2,592,003 2,592,003
Total 509,828 4,534,691 5,044,519
ELECTRICAL UTILITIES - 2.0%
2,750,000 2,750,000 Long Island Lighting, 7.30%, 7/15/99 2,603,736 2,603,736
2,500,000 2,500,000 Niagara Mohawk Power Corp., 9.95%, 6/01/00 2,632,675 2,632,675
Total 5,236,411 5,236,411
ENTERTAINMENT - 2.1%
2,000,000 2,000,000 Caesar's World Inc. Sr. Sub Notes, 8.88%, 8/15/02 2,065,000 2,065,000
3,000,000 3,000,000 Time Warner Entertainment Co., 9.63%, 5/01/02 3,245,991 3,245,991
Total 5,310,991 5,310,991
FINANCIAL SERVICES - 30.4%
5,000,000 5,000,000 Advanta MTC, Series 1995, 7.82%, 8/25/03 4,996,875 4,996,875
3,211,457 3,211,457 CMC Securities Corp., 1993, 7.50%, 2/25/23 3,193,376 3,193,376
5,000,000 5,000,000 Chrysler Financial MTN, 7.44%, 10/20/97 5,013,220 5,013,220
5,802,456 5,802,456 Contimortage 1995-1, 8.75%, 4/15/07 5,894,933 5,894,933
5,000,000 5,000,000 Dean Witter Discover & Co., 6.00%, 3/01/98 4,855,365 4,855,365
10,275,000 10,275,000 Discover Credit Corp. MTN, 7.76%, 5/13/97 10,394,180 10,394,180
5,000,000 5,000,000 Ford Motor Credit Corp., 5.32%, 9/15/98 4,716,200 4,716,200
5,686,741 5,686,741 General Electric Capital Mtg., 1992, 7.50%, 5,681,406 5,681,406
11/25/18
4,642,955 4,642,955 General Motors Acceptance Corp., 1993 B A, 4.00%, 4,537,932 4,537,932
9/15/98
2,500,000 2,500,000 Groupe Videotron, 10.63%, 2/15/05 2,612,500 2,612,500
6,000,000 6,000,000 International Business Machines Credit, 7.40%, 6,035,352 6,035,352
1/19/96
5,000,000 5,000,000 Lehman Brothers Hldg. MTN, 8.63%, 2/26/99 5,104,805 5,104,805
2,470,391 2,470,391 Merrill Lynch Mtge. Inv., 1990, 9.20%, 1/15/11 2,566,465 2,566,465
4,962,460 4,962,460 Money Store, Series 1995-A, 8.00%, 9/15/05 4,999,679 4,999,679
7,500,000 7,500,000 New American Capital, 7.69%, 7/12/95 7,500,000 7,500,000
Total 78,102,288 78,102,288
GOVERNMENT/AGENCY - 21.9%
$1,000,00 $1,000,000 Federal National Mortgage Assoc., 8.20%, 8/10/98 $1,005,763 $1,005,7630
$5,000,000 5,000,000 Government National Mortgage Assoc., 9.50%, $5,262,500 5,262,500
12/15/21
209,064 209,064 Government National Mortgage Assoc. II, 10.00%, 221,673 221,673
6/20/16
Resolution Trust Corp.
250,000 250,000 6.00%, 1/15/04 249,688 249,688
6,795,834 6,795,834 5.33%, 9/25/21 6,583,465 6,583,465
3,559,951 3,559,951 5.83%, 9/25/19 3,453,152 3,453,152
2,728,754 2,728,754 5.90%, 7/25/23 2,701,466 2,701,466
2,106,119 2,106,119 5.97%, 5/25/21 2,042,936 2,042,936
2,093,821 2,093,821 6.98%, 3/25/22 2,088,586 2,088,586
2,340,164 2,340,164 7.32%, 11/25/25 2,305,062 2,305,062
6,456,497 6,456,497 7.75%, 12/25/18 6,424,214 6,424,214
3,886,383 3,886,383 7.87%, 9/25/29 3,879,096 3,879,096
3,931,403 3,931,403 8.15%, 1/25/21 3,975,631 3,975,631
937,699 937,699 8.77%, 3/25/21 937,230 937,230
1,273,000 1,273,000 8.80%, 8/25/23 1,303,234 1,303,234
U.S. Treasury Notes
4,500,000 4,500,000 6.88%, 10/31/96 4,523,904 4,523,904
2,500,000 2,500,000 7.50%, 2/29/96 2,523,438 2,523,438
2,000,000 2,000,000 7.50%, 1/31/96 2,016,874 2,016,874
5,000,000 5,000,000 5.50%, 4/30/96 4,959,375 4,959,375
Total 15,500,715 40,956,572 56,457,287
HOTELS - 1.0%
2,500,000 2,500,000 Embassy Suites, 8.75%, 3/15/00 2,487,500 2,487,500
INDUSTRIAL RELATED - 1.7%
2,500,000 2,500,000 Oryx Energy Co., 9.75%, 9/15/88 2,521,875 2,521,875
500,000 500,000 PDV America Inc., 7.25%, 8/01/98 455,841 455,841
2,000,000 2,000,000 USX Corp., Subordinated Deb., 5.75%, 7/01/01 1,725,000 1,725,000
Total 455,841 4,246,875 4,702,716
UTILITIES - 0.7%
$1,650,000 $1,650,000 Arkla Inc., 8.88%, 7/15/99 $ --- $1,699,106 $1,699,106
TOTAL U.S. FIXED INCOME 16,466,384 152,368,800 168,835,184
(IDENTIFIED COST $167,916,934)
U.S. HIGH YIELD SECURITIES - 2.3%
AIRLINES - 0.1%
$200,000 200,000 U.S. Air Inc., Series D, 9.80%, 1/15/00 173,250 173,250
BASIC MATERIALS - 0.2%
500,000 500,000 Owens Illinois Inc., 10.25%, 4/01/99 511,250 511,250
CONSUMER RELATED - 0.3%
200,000 200,000 MacAndrews & Forbes Group Inc., 12.25%, 7/01/96 201,500 201,500
500,000 500,000 Revlon Consumer Products Corp., 9.50%, 6/01/99 491,250 491,250
Total 692,750 692,750
ENERGY & OIL RELATED - 0.3%
400,000 400,000 Texas New Mexico Power Co., 9.25%, 9/15/00 399,584 399,584
500,000 500,000 Triton Energy Corp., 0%, 11/01/97 398,750 398,750
Total 798,334 798,334
FINANCIAL SERVICES - 0.7%
500,000 500,000 Great American Holding Corp., 11.00%, 8/15/98 501,875 501,875
500,000 500,000 Navistar Financial Group Corp., 8.88%, 11/15/98 492,500 492,500
400,000 400,000 Presidential Life Corp., 9.50%, 12/15/00 386,000 386,000
500,000 500,000 Reliance Group Holdings Inc., 9.00%, 11/15/00 476,875 476,875
Total 1,857,250 1,857,250
INDUSTRIAL RELATED - 0.5%
350,000 350,000 Armco, Inc. 9.38%, 11/01/00 331,625 331,625
350,000 350,000 Sequa Corp., 8.75%, 12/15/01 329,437 329,437
500,000 500,000 Unisys Corp., 10.63%, 10/01/99 527,197 527,197
Total 1,188,259 1,188,259
MEDICAL SERVICES - 0.1%
350,000 350,000 Healthsouth Rehabilitation Corp., 9.50%, 4/01/01 357,875 357,875
TELECOMMUNICATIONS - 0.1%
$168,800 $168,800 SCI Television Inc., 7.50%, 6/30/98 $167,112 $167,112
TOTAL U.S. HIGH YIELD SECURITIES 5,746,080 5,746,080
(IDENTIFIED COST $5,880,640)
SHORT-TERM SECURITIES - 6.1%
$1,000,000 1,000,000 American Express Credit Corp., 5.70%, 5/01/95 $1,000,000 1,000,000
740,000 740,000 Associates Corp. of N.A., 5.80%, 5/01/95 740,000 740,000
5,000,000 5,000,000 Salomon Inc., 5.91%, 9/29/95 4,976,730 4,976,730
9,000,000 9,000,000 U.S. Treasury Bill, 4.56%, 5/04/95 8,995,800 8,995,800
TOTAL SHORT-TERM SECURITIES 740,000 14,972,530 15,712,530
(IDENTIFIED COST $15,715,006)
OUTSTANDING OPTIONS PURCHASED - 0.0%
CONTRACTS PUT OPTIONS
150 150 (d) Euro$ Future, expiring 9/18/95 @ $93.50
TOTAL OUTSTANDING OPTIONS PURCHASED 75,000 75,000
(IDENTIFIED COST $72,376)
TOTAL INVESTMENTS (IDENTIFIED COST $22,952,464 $229,015,120 $251,967,584
$251,583,475) (A)
</TABLE>
* Securities partially segregated to collateralize forward currency contracts
and options. Total market value segregated is $1,089,457.
+Registered under SEC rule 144-A, resale restricted as to qualified
institutional buyers: represents 3.21% of net assets.
(a) The aggregate cost for federal income tax purposes is $251,586,100; the
gross unrealized appreciation is $1,260,810; and the unrealized
depreciation is $878,880; resulting in net unrealized appreciation of
$381,930.
(b) Variable rate security. Rate shown reflects the current rate as of April
30, 1995.
(c) Convertible security.
(d) Non-income producing.
(e) Pays interest at LIBOR plus 137.5 basis points until July 12, 1995. After
July 12, 1995, the rate resets to 7.69%.
MTN = Medium Term Note
Note: The categories of investments are shown as a percentage of net assets
BLANCHARD SHORT-TERM GLOBAL INCOME FUND
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
BLANCHARD SHORT-TERM GLOBAL INCOME FUND
CUSIP NO. 093265205
FOR SPECIAL MEETING OF SHAREHOLDERS JANUARY 15, 1996
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
Blanchard Short-Term Global Income Fund, a portfolio of Blanchard Funds hereby
appoint C. Grant Anderson, Patricia F. Conner, Cathy Ryan, Suzanne Land and Gia
Albanowski or any one of them, true and lawful attorneys, with the power of
substitution of each, to vote all shares of Blanchard Short-Term Global Income
Fund, which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held on January 15, 1996, at Federated Investors Tower,
Pittsburgh, Pennsylvania, at 2:00 p.m. (Eastern time) and at any adjournment
thereof.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.
PROPOSAL(S)
1) TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING
FOR THE TRANSFER OF THE ASSETS OF BLANCHARD SHORT-TERM GLOBAL INCOME FUND TO
BLANCHARD SHORT-TERM FLEXIBLE INCOME FUND.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WHO RECOMMEND THAT
YOU VOTE FOR THE PROPOSED REORGANIZATION. The attorneys named will vote the
shares represented by this proxy in accordance with the choices made on this
card. IF NO CHOICE IS INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED
AFFIRMATIVELY ON THAT MATTER.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION. Place the ballot so that the return address, located on the
reverse side of the mail-in-stub, appears through the window of the envelope.
BLANCHARD SHORT-TERM GLOBAL INCOME FUNDPROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear above. When signing as attorney,
executor, administrator, guardian, trustee, custodian, etc., please give your
full title as such. If a corporation or partnership, please sign the full name
by an authorized officer or partner. If stock is owned jointly, all parties
should sign.
PROPOSAL(S):
1) FOR AGAINST ABSTAIN
---- ---- ----
Dated: , 19
=============== ====
- ---------------------------
Signature(s) of Shareholders(s)
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to officers and trustees of the Registrant
pursuant to the Registrant's Declaration of Trust, except where such
indemnification is not permitted by law. However, the Declaration of Trust
does not protect the trustees from liabilities based on willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Trustees and officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933
(the "Act").
Insofar as indemnification for liabilities arising under the Act may
be permitted to trustees, officers, and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant 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 trustees,
officers, or controlling persons of the Registrant in connection with the
successful defense of any act, suit, or proceeding) is asserted by such
trustees, officers, or controlling persons in connection with the shares
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940 for trustees, officers,
and controlling persons of the Registrant by the Registrant pursuant to the
Declaration of Trust or otherwise, the Registrant is aware of the position
of the Securities and Exchange Commission as set forth in Investment
Company Act Release No. IC-11330. Therefore, the Registrant undertakes
that in addition to complying with the applicable provisions of the
Declaration of Trust or otherwise, in the absence of a final decision on
the merits by a court or other body before which the proceeding was
brought, that an indemnification payment will not be made unless in the
absence of such a decision, a reasonable determination based upon factual
review has been made: (i) by a majority vote of a quorum of non-party
trustees who are not interested persons of the Registrant; or (ii) by
independent legal counsel in a written opinion that the indemnitee was not
liable for an act of willful misfeasance, bad faith, gross negligence, or
reckless disregard of duties. The Registrant further undertakes that
advancement of expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, trustee, or controlling
person of the Registrant will not be made absent the fulfillment of at
least one of the following conditions: (i) the indemnitee provides
security for his undertaking; (ii) the Registrant is insured against losses
arising by reason of any lawful advances; or (iii) a majority of a quorum
of disinterested non-party trustees or independent legal counsel in a
written opinion makes a factual determination that there is reason to
believe the indemnitee will be entitled to indemnification.
Item 16. Exhibits
1.1 Conformed Copy of Declaration of Trust of the Registrant dated
January 24, 1986(1)
1.2 Conformed Copy of Amendment to the Declaration of Trust of the
Registrant dated December 4, 1990(2)
2. Copy of Bylaws of the Registrant(1)
3. Not Applicable
4. Agreement and Plan of Reorganization is included as Appendix A to
the Combined Proxy Statement and Prospectus of this Registration
Statement(7)
5. Not Applicable
6.1 Form of Management Agreement between Registrant and Sheffield
Management Company for Short-Term Global Income Fund series(2)
6.2 Form of Management Agreement between Registrant and Sheffield
Management Company for Short-Term Bond Fund series(3)
6.3 Form of Sub-Advisory Agreement between Sheffield Management Company
and Lombard Odier International Portfolio Management Limited for
Short-Term Global Income Fund series(2)
6.4 Form of Sub-Advisory Agreement between Sheffield Management Company
and OFFITBANK for Short-Term Bond Fund series(3)
6.5 Forms of Sub-Advisory Agreements for Short-Term Global Income Fund
and Short-Term Bond Fund between Virtus Capital Management, Inc.
and Lombard Odier International Portfolio Management Limited and
OFFITBANK, respectively(4)
6.5 Forms of Sub-Advisory Agreement between Lombard Odier International
Portfolio Management Limited and WLO Global Management for Short-
Term Global Income Fund(4)
7.1 Form of Distribution Agreement between Registrant and Sheffield
Investments, Inc. for Short-Term Global Income Fund series(5)
7.2 Form of Distribution Agreement between Registrant and Sheffield
Investments, Inc. for Short-Term Bond Fund series(3)
7.2 Conformed copy of Distributor's Contract between Registrant, on
behalf of each of the series, and Federated Securities Corp.(6)
8. Not Applicable
9.1 Forms of Custody, Transfer Agency and Fund Accounting and Pricing
Services Agreements between Registrant and United States Trust
Company of New York for Short-Term Global Income Fund series(5)
9.2 Forms of Custody, Transfer Agency and Fund Accounting and Pricing
Services Agreements between Registrant and United States Trust
Company of New York for Short-Term Bond Fund series(3)
9.3 Form of Sub-Custodian Agreement United States Trust Company of New
York and Citibank, N.A. for Short-Term Global Income Fund series(5)
9.4 Form of Sub-Custodian Agreement United States Trust Company of New
York and Morgan Stanley Trust Company for Short-Term Bond Fund
series(3)
10.1 Form of Rule 12b-1 Distribution and Marketing Plan for Short-Term
Global Income Fund series(5)
10.2 Form of Rule 12b-1 Distribution and Marketing Plan for Short-Term
Bond Fund series(3)
10.3 Conformed copy of Distribution Plan(6)
10.4 Copy of 12b-1 Agreement(6)
11. Opinion regarding legality of shares being issued(7)
12. Form of Opinion regarding tax consequences of Reorganization*
13.1 Conformed copy of Administrative Services Agreement between
Registrant, on behalf of each series, and Federated Administrative
Services(6)
14. Conformed Copy of Consent of Price Waterhouse LLP, Independent
Accountants*
15. Not Applicable
16. Conformed Copy of Power of Attorney(6)
17.1 Copy of Declaration under Rule 24f-2 (7)
17.2 Form of Proxy (7)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed February 5, 1986 (File Nos.
33-3165 and 811-4579).
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed on December 21, 1990 (File Nos. 33-3165
and 811-4579).
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed February 5, 1993 (File Nos. 33-3165 and
811-4579).
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 29 on Form N-1A filed August7, 1995 (File Nos. 33-3165 and
811-4579).
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed November 2, 1990 (File Nos. 33-3165 and
811-4579).
(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed September 1, 1995 (File Nos. 33-3165
and 811-4579).
(7) Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-14 filed October 26, 1995 (File No. 811-4579).
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reofferring of the securities registered through the use of a prospectus
which is a part of this Registration Statement by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reofferring prospectus will contain the
information called for by the applicable registration form for reofferings
by persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an amendment to
the Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the offering
of the securities at that time shall be deemed to be the initial bona fide
offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, BLANCHARD FUNDS, has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pittsburgh, Commonwealth of Pennsylvania, on November 24, 1995.
BLANCHARD FUNDS
(Registrant)
By:/s/ C. Grant Anderson
C. Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
November 24, 1995
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:
NAME TITLE DATE
By:/s/C. Grant Anderson
C. Grant Anderson Attorney In Fact November 24, 1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer and
Trustee (Principal Financial
and Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
Exhibit 14
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus/Proxy
Statement and Statement of Additional Information constituting parts of this
Pre-Effective Amendment No. 2 to the registration statement on Form N-14 (the
"Registration Statement") of our reports dated June 20, 1995, relating to the
financial statements and financial highlights appearing in the April 30, 1995
Annual Report to Shareholders of the Blanchard Short-Term Global Income Fund and
Blanchard Short-Term Flexible Income Fund (formerly the Blanchard Short-Term
Bond Fund). We also consent to the use in the Statements of Additional
Information dated August 7 1995, of the Blanchard Short-Term Global Income Fund
and Blanchard Short-Term Flexible Income Fund (formerly the Blanchard Short-Term
Bond Fund) of our reports dated June 20, 1995, relating to the financial
statements and financial highlights of the Blanchard Short-Term Global Income
Fund and Blanchard Short-Term Bond Fund, which appear in such Statements of
Additional Information dated August 7, 1995, which are incorporated by reference
into the Prospectus/Proxy Statement and Statement of Additional Information
which constitute part of this Registration Statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
