As filed with the Securities and Exchange Commission on February 11, 1997
Registration Nos. 33-7647 and 811-4782
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 44
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 45
Republic Funds
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219-3035
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(614) 470-8000
George O. Martinez
3435 Stelzer Road, Columbus, Ohio 43219-3035
(Name and Address of Agent for Service)
Copy to:
Allan S. Mostoff, Esq.
Dechert Price & Rhoads, 1500 K Street, N.W., Washington, DC 20005
It is proposed that this filing will become effective on February 14, 1997
pursuant to paragraph (b)(1)(v) of rule 485.
If appropriate, check the following box:
[X] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has previously registered an indefinite number of its shares
under the Securities Act of 1933, as amended, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. The Registrant has filed Rule 24f-2
notices with respect to its series as follows: Republic U.S. Government Money
Market Fund (for its fiscal year ended September 30, 1996) on November 26, 1996;
Republic New York Tax Free Money Market Fund, Republic New York Tax Free Bond
Fund, Republic Equity Fund, Republic Bond Fund, Republic Overseas Equity Fund
and Republic Opportunity Fund for their fiscal years ended October 31, 1996 on
December 23, 1996.
Republic Portfolios has also executed this Registration Statement.
<PAGE>
CROSS REFERENCE SHEET
PART A; INFORMATION REQUIRED IN PROSPECTUS
ITEM NUMBER PROSPECTUS CAPTION
Item 1. Cover Page Cover Page
Item 2. Synopsis Highlights
Item 3. Condensed Financial Financial Highlights
Information
Item 4. General Description of Investment Objective
Registrant and Policies; Additional
Risk Factors and Policies
Item 5. Management of the Fund Management of the Trust
Item 5A. Management's Discussion Not Applicable
of Fund Performance
Item 6. Capital Stock and Other Dividends and
Securities Distributions; Tax Matters;
Description of
Shares, Voting Rights and
Liabilities
Item 7. Purchase of Securities Purchase of Shares;
Being Offered Determination of Net
Asset Value
Item 8. Redemption or Repurchase Redemption of Shares
Item 9. Legal Proceedings Not Applicable
PART B; INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
Statement of Additional
ITEM NUMBER INFORMATION CAPTION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and Not Applicable
History
Item 13. Investment Objectives and Investment Objective,
Policies Policies and Restrictions
Item 14. Management of the Registrant Management of the Trust
Item 15. Control Persons and Other Information
Principal Holders of
Securities
Item 16. Investment Advisory and Management of the Trust -
Other Services Investment Adviser
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Other Information
Securities
<PAGE>
Item 19. Purchase, Redemption and Prospectus - Purchase of
Pricing of Securities Being Shares; Prospectus -
Offered Redemption of Shares;
Prospectus - Determination
of Net Asset Value
Item 20. Tax Status Taxation
Item 21. Underwriters Management of the Trust -
Administrator, Distributor
and Sponsor
Item 22. Calculation of Performance Performance Information
Data
Item 23. Financial Statements Financial Statements
PART C
Information required to be included in Part C is set forth under the
appropriate items, so numbered, in Part C of this Registration Statement.
EXPLANATORY NOTE
This post-effective amendment no. 44 (the "Amendment") to the Registrant's
registration statement on Form N-1A (File no. 33-7647) (the "Registration
Statement") is being filed solely for the purpose of delaying the effectiveness
of Post-Effective Amendment No. 41 to the Registration Statement which was filed
on December 13, 1996. Accordingly, Post-Effective Amendment No. 41 is
incorporated in its entirety into this filing.
<PAGE>
PART C
Item 24. FINANCIAL STATEMENTS.
(a) Financial Statements
To be filed by amendment.
(b) Exhibits
1. Amended and Restated Declaration of Trust, with establishments and
designations of series and further amendments.1
1(a). Establishment and designation of series for Republic Taxable Bond Fund,
Republic Overseas Equity Fund and Republic Opportunity Fund.7
2. By-Laws.1
4. Specimen certificate of shares of beneficial interest of Republic Funds.1
5(a). Master Investment Advisory Contract, with supplements regarding Republic
New York Tax Free Bond Fund, Republic New York Tax Free Money Market Fund and
Republic Equity Fund.1
5(b). Amended and Restated Second Master Investment Advisory Contract, with
supplement regarding Republic U.S. Government Money Market Fund.1
5(c). Subadvisory Agreement between Alliance Capital Management L.P. and
Republic Mational Bank of New York regarding Republic Equity Fund.9
5(d). Subadvisory Agreement between Brinson Partners, Inc. and Republic National
Bank of New York regarding Republic Equity Fund.9
6(a). Distribution Agreement regarding Republic U.S.
Government Money Market Fund, Republic New York Tax Free Money Market Fund,
Republic New York Tax Free Bond Fund, Republic Equity Fund, Republic Taxable
Bond Fund, Republic Overseas Equity Fund and Republic Opportunity Fund.9
8(a). Custodian Agreement.1
8(b). Transfer Agency and Service Agreement.1
9(a). Form of Service Agreement.1
9(b). Administrative Agreement regarding Republic U.S. Government Money Market
Fund, Republic New York Tax Free Money Market Fund, Republic New York Tax Free
Bond Fund, Republic Equity Fund, Republic Bond Fund, Republic Overseas Equity
Fund and Republic Opportunity Fund.9
9(e). Amended and Restated Administrative Services Plan.6
10. Opinion of Counsel.2
11. Consent of Independent Auditors.
Not applicable
13(a). Initial Investor Representation letter regarding Republic International
Equity Fund and Republic Fixed Income Fund.3
13(b). Initial Investor Representation letter regarding Republic Equity Fund.2
15(a). Amended and Restated Master Distribution Plan, with supplements regarding
Republic U.S. Government Money Market Fund, Republic New York Tax Free Money
Market Fund, Republic New York Tax Free Bond Fund, Republic Equity Fund,
Republic Bond Fund, Republic Overseas Equity Fund and Republic
Opportunity Fund.6
16. Schedule of Performance Computations.1
17. Financial Data Schedules.
Not applicable
18. Multiple Class Plan.5
19. Powers of Attorney of Trustees and Officers of Registrant and Republic
Portfolios.8
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1 Incorporated herein by reference from post-effective amendment No. 35 to
the registration statement on Form N-1A of the Registrant (File no. 33-7647)
(the "Registration Statement") as filed with the Securities and Exchange
Commission (the "SEC") on January 23, 1996.
2 Incorporated herein by reference from post-effective amendment No. 33 to
the Registration Statement as filed with the SEC on June 27, 1995.
3 Incorporated herein by reference from post-effective amendment No. 29 to
the Registration Statement as filed with the SEC on December 20, 1994.
4 Incorporated herein by reference from Exhibit 18 to post-effective
amendment No. 28 to the Registration Statement as filed with the SEC on December
2, 1994.
5 Incorporated herein by reference from post-effective amendment No. 36 to
the Registration Statement as filed with the SEC on March 1, 1996.
6 Incorporated herein by reference from post-effective amendment No. 37 to
the Registration Statement as filed with the SEC on April 4, 1996.
7 Incorporated herein by reference from post-effective amendment No. 39 to
the Registration Statement as filed with the SEC on June 17, 1996.
8 Incorporated herein by reference from post-effective amendment No. 40 to
the Registration Statement as filed with the SEC on November 27, 1996.
9 Incorporated herein by reference from post-effective amendment No. 42 to
the Registration Statement as filed with the SEC on January 31, 1997.
Item 25. Persons Controlled by or under Common Control with
Registrant.
Not applicable.
Item 26. Number of Holders of Securities
As of October 31, 1996, the number of shareholders of each Fund was as
follows:
Republic U.S. Government Money Market Fund: 789
Republic New York Tax Free Money Market Fund: 182
Republic New York Tax Free Bond Fund: 17
Republic Bond Fund: 2
Republic Equity Fund: 34
Republic Overseas Equity Fund: 3
Republic Opportunity Fund: 5
Item 27. Indemnification
Reference is hereby made to Article IV of the Registrant's Declaration
of Trust. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees or officers of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Investment Company Act of 1940 and, therefore, is unenforceable.
If a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by trustees or officers
of the Registrant in connection with the successful defense of any act, suit or
proceeding) is asserted by such trustees or officers 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 issues.
Item 28. Business and Other Connections of Investment Advisers
(a) Republic National Bank of New York ("Republic") acts as investment
adviser to Republic Funds and Republic Advisor Funds Trust, and is a subsidiary
of Republic New York Corporation ("RNYC"), 452 Fifth Avenue, New York, New York
10018, a registered bank holding company. Republic's directors and principal
executive officers, and their business and other connections for at least the
past two years, are as follows (unless otherwise noted by footnote, the address
of all directors and officers is 452 Fifth Avenue, New York, New York 10018):
NAME -- BUSINESS AND OTHER CONNECTIONS
KURT ANDERSEN
Vice Chairman and a Director of Republic New York Corporation ("RNYC") and
Republic Bank.
ANTHONY G. CHAPPELL
Executive Vice President and Director of Republic Bank.
CYRIL S. DWEK
Vice Chairman of the Board and Director of Republic Bank and RNYC.
ERNEST GINSBERG
Vice Chairman of the Board and Director of RNYC and Republic Bank.
NATHAN HASSON
Vice Chairman of the Board, Director and Treasurer of Republic Bank and Vice
Chairman of the Board and Director of RNYC.
JEFFREY C. KEIL
President and Director of RNYC and Vice Chairman of the Board and Director of
Republic Bank.
PETER KIMMELMAN
A private investor and a Director of RNYC and Republic Bank.(1)
PAUL L. LEE
Executive Vice President and Director of Republic Bank; Executive Vice President
and General Counsel of RNYC.
LEONARD LIEBERMAN
Director of various companies, including Consolidated Cigar Corporation and
Outlet Communications, Inc.; Director of RNYC and Republic Bank.
WILLIAM C. MACMILLEN, JR.
President, William C. MacMillen & Co., Inc. (Investment Banking) and
a Director of RNYC and Republic Bank.(2)
PETER J. MANSBACH
Director and Chairman of the Executive Committee of Republic Bank and RNYC.
MARTIN F. MERTZ
Director of RNYC and Republic Bank.
CHARLES G. MEYER, JR.
President of Cord Meyer Development Co. and Director of Republic Bank.(3)
JAMES L. MORICE
Partner in the management consulting and executive search firm of
Mirtz Morice, Inc. and a Director of RNYC and Republic Bank.(4)
E. DANIEL MORRIS
President, Corsair Capital Corporation and Director of RNYC.
DR. JANET L. NORWOOD
Senior Fellow at The Urban Institute (research organization); Director of RNYC
and Republic Bank.
JOHN A. PANCETTI
Director of RNYC and Republic Bank.
VITO S. PORTERA
Vice Chairman of the Board, and a Director of RNYC and Republic Bank. Also,
Chairman of the Board of Republic International Bank of New York, the Florida
Edge Act subsidiary of Republic Bank.
WILLIAM P. ROGERS
Partner, Rogers & Wells and Director of RNYC and Republic Bank.
SILAS SAAL
Vice Chairman and Director of Republic Bank and RNYC; Chief Trading Officer of
Republic Bank.
DOV C. SCHLEIN
President and Chief Operating Officer of Republic Bank, and a Director of RNYC
and Republic Bank.
RICHARD C. SPIKERMAN
Executive Vice President and Director of Republic Bank.
JOHN TAMBERLANE
Director of Republic Bank; President of the Consumer Bank Division of Republic
Bank.
WALTER H. WEINER
Chairman of the Board, Director and Chief Executive Officer of Republic Bank
and RNYC.
GEORGE T. WENDLER
Vice Chairman and Director of Republic Bank; Senior Credit Officer of Republic
Bank.
PETER WHITE
Senior Consultant and a Director of RNYC and Republic Bank.
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(1) 1270 Avenue of the Americas, Suite 3010, New York 10020.
(2) 254 Victoria Place, Lawrence, New York 11559.
(3) 111-15 Queens Boulevard, 2nd Floor, Forest Hills, New York,
New York 11375.
(4) One Dock Street, Stamford, CT 06902
ITEM 29. PRINCIPAL UNDERWRITER
(a) BISYS Fund Services (the "Sponsor") and its affiliates serve as
distributor and administrator for other registered investment companies.
(b) The information required by this Item 29 with respect to each director
or officer of BISYS is hereby incorporated herein by reference from Form BD as
filed by the Sponsor pursuant to the Securities Exchange Act of 1934 (File No.
8-32480).
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The account books and other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of: Republic National
Bank of New York, 452 Fifth Avenue, New York, New York 10018; BISYS Fund
Services, 3435 Stelzer Road, Columbus, Ohio 43219-3035; and Investors Bank &
Trust Company, N.A., 89 South Street, Boston, Massachusetts 02110.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
(b) The Registrant undertakes to comply with Section 16(c) of the 1940
Act as though such provisions of the Act were applicable to the Registrant
except that the request referred to in the third full paragraph thereof may only
be made by shareholders who hold in the aggregate at least 10% of the
outstanding shares of the Registrant, regardless of the net asset value or
values of shares held by such requesting shareholders.
(c) The Registrant undertakes to file a post-effective amendment, using
financials which need not be certified, within four to six months following the
latter of the effective date of Post-Effective Amendment No. 39 or the date that
shares of the Republic Bond Fund, Republic Overseas Equity Fund and Republic
Opportunity Fund were publicly offered. The financial statements included in
such amendment will be as of and for the time period ended on a date reasonably
close or as soon as practicable to the date of the filing of the amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Republic Funds certifies that it has duly caused
this registration statement on Form N-1A (File No. 33-7647) (the "Registration
Statement") to be signed on its behalf by the undersigned, thereto duly
authorized in Dublin, Ireland on the 11th day of February, 1997.
REPUBLIC FUNDS
By GEORGE O. MARTINEZ**
---------------------------
George O. Martinez
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 indicated on February 11, 1997.
GEORGE O. MARTINEZ**
- --------------------------
George O. Martinez
President
/S/ ADRIAN WATERS
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Adrian Waters
Treasurer and Principal Accounting and Financial Officer
ALAN S. PARSOW*
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Alan S. Parsow
Trustee
LARRY M. ROBBINS*
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Larry M. Robbins
Trustee
MICHAEL SEELY*
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Michael Seely
Trustee
FREDERICK C. CHEN*
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Frederick C. Chen
Trustee
*By /S/DAVID J. HARRIS
--------------------------
David J. Harris,
as attorney-in-fact pursuant to a power of attorney filed as
Exhibit 19 to post-effective amendment No. 40.
** By /S/ ADRIAN WATERS
--------------------------
Adrian Waters,
as attorney-in-fact pursuant to a power of attorney filed as Exhibit 19
to post-effective amendment No. 40.
<PAGE>
Republic Portfolios (the "Portfolio Trust") has duly caused this amendment
to the registration statement on Form N-1A (File No. 33-7647) ("Registration
Statement") of Republic Funds (the "Trust") to be signed on its behalf by the
undersigned, thereto duly authorized in Ireland on the 11th day of February,
1997.
REPUBLIC PORTFOLIOS
By GEORGE O. MARTINEZ**
--------------------------
George O. Martinez
President
Pursuant to the requirements of the Securities Act of 1933, the Trust's
Registration Statement has been signed below by the following persons in the
capacities indicated on February 11, 1997.
GEORGE O. MARTINEZ**
- --------------------------
George O. Martinez
President
/S/ ADRIAN WATERS
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Adrian Waters
Treasurer and Principal Accounting and Financial Officer
ALAN S. PARSOW*
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Alan S. Parsow
Trustee of the Portfolio Trust
LARRY M. ROBBINS*
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Larry M. Robbins
Trustee of the Portfolio Trust
MICHAEL SEELY*
- --------------------------
Michael Seely
Trustee of the Portfolio Trust
FREDERICK C. CHEN*
- --------------------------
Frederick C. Chen
Trustee of the Portfolio Trust
*By /S/ DAVID J. HARRIS
--------------------------
David J. Harris,
as attorney-in-fact pursuant to a power of attorney filed as
exhibit 19 to post-effective amendment No. 40.
** By /S/ ADRIAN WATERS
------------------------
Adrian Waters,
as attorney-in-fact pursuant to a power of attorney filed as
exhibit 19 to post-effective amendment No. 40.
<PAGE>
EXHIBIT LIST
None
