Filed with the Securities and Exchange Commission on January 23, 1998
File No. 33-8120
File No. 811-4808
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. 14 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 16 |X|
The Rodney Square Multi-Manager Fund
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(Exact Name of Registrant as Specified in Charter)
Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (302) 651-8280
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Carl M. Rizzo, Esq.
Rodney Square Management Corporation
Rodney Square North, 1100 North Market Street
Wilmington, DE 19890-0001
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective
immediately upon filing pursuant to paragraph (b)
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X on February 23, 1998 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on _____ pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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If appropriate, check the following box:
X This post-effective amendment designates a new effective date
--- for a previously filed post-effective amendment.
<PAGE>
THE RODNEY SQUARE MULTI-MANAGER FUND
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of the following:
Cover Sheet
Contents of Registration Statement Sheet
Part C
Signature Page
The purpose of this filing is to delay the effectiveness of Post-Effective
Amendment No. 13 to the Registration Statement on Form N-1A for The Rodney
Square Multi-Manager Fund until February 23, 1998.
The contents of the Cross Reference Sheet, Part A and Part B to this
Registration Statement are incorporated by reference to Post-Effective Amendment
No. 13 to the Registrant's Registration Statement, File Nos. 33-8120 and
811-4808, previously filed with the Securities and Exchange Commission on
November 26, 1997, EDGAR Accession No. 0000799199-97-000010.
<PAGE>
THE RODNEY SQUARE MULTI-MANAGER FUND
Items Required By Form N-1A
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
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a. Financial Statements:
Included in Part A of this Registration Statement through incorporation
by reference to Amendment No. 13 to the Registration Statement on Form
N-1A previously filed with the Securities and Exchange Commission on
November 26, 1997, EDGAR Accession No. 0000799199-97-000010:
Financial Highlights for the six-month period ended June 30, 1997
and for each of the nine years in the period ended December 31,
1996 for the Rodney Square Multi-Manager Fund, the Growth
Portfolio, and for the period from February 26, 1987
(Commencement of Operations) through December 31, 1987 for the
Growth Portfolio.
Included in Part B of this Registration Statement:
Investments, June 30, 1997 (unaudited)* and December 31, 1996**
Statement of Assets and Liabilities, June 30, 1997 (unaudited)
(unaudited)* and December 31, 1996**
Statement of Operations for the six-month period ended June 30,
1997 (unaudited)* and December 31, 1996**
Statements of Changes in Net Assets for the six-month period
ended June 30, 1997 (unaudited)* and for the fiscal years
ended December 31, 1996 and December 31, 1995**
Financial Highlights for the six-month period ended June 30,
1997 and for each of the five years in the period ended
December 31, 1996*
Notes to Financial Statements* **
* Incorporated by reference to N-30D filing filed on August 27, 1997
(accession #000079199-97-000007)
**Incorporated by Reference to this Registration Statement filed on
February 28, 1997
Statements, schedules and historical information other than those
listed above have been omitted since they are either not applicable or
are not required.
b. Exhibits:
1. (a) Declaration of Trust of the Registrant dated August 19, 1986 as
Amended and Restated on November 10, 1986. (Incorporated by
reference to Exhibit 1 to Pre-Effective Amendment No. 1 to
this Registration Statement filed on November 12, 1986).
(b) Amendment to Declaration of Trust of the Registrant dated
December 29, 1986. (Incorporated by reference to Exhibit 1(b)
to Pre-Effective Amendment No. 2 to this Registration
Statement filed on January 28, 1987).
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(c) Amendment to Declaration of Trust of the Registrant dated
February 15, 1993. (Incorporated by reference to Exhibit 1(c)
to Post-Effective Amendment No. 9 to this Registration
Statement filed on February 28, 1994).
2. Bylaws of the Registrant as Amended on May 20, 1987. (Incorporated
by reference to Exhibit 2 to Post-Effective Amendment No. 1 to
this Registration Statement filed on July 31, 1987).
3. Voting Trust Agreement - None.
4. Instruments Defining the Rights of Shareholders.
(a) Amended and Restated Declaration of Trust dated November 10,
1986 as Amended December 29, 1986 and February 15, 1993.
(Incorporated by reference to Exhibit 4 (a) to Post-Effective
Amendment No. 9 to this registration statement filed on
February 28, 1994).
(b) By-laws of the Registrant as Amended on May 20, 1987.
(Incorporated by reference to Exhibit 4(b) to Post-Effective
Amendment No. 9 to this registration statement filed on
February 28, 1994).
5. Advisory Agreement between the Registrant and Wilmington Trust
Company (To be Filed).
6. (a) Distribution Agreement between the Registrant and Rodney
Square Distributors, Inc., dated December 31, 1992.
(Incorporated by reference to Exhibit 6 to Post-Effective
Amendment No. 8 to this Registration Statement filed on
February 26, 1993).
(b) Form of Selected Dealer Agreement between Rodney Square
Distributors, Inc. and the broker-dealer as listed in Schedule
B to the Agreement effective December 31, 1992. (Incorporated
by reference to Exhibit 6(b) to Post-Effective Amendment No. 9
to this Registration Statement filed on February 28, 1994).
7. Bonus, Profit Sharing or Pension Plans - None.
8. Custodian Agreement between the Registrant and Wilmington Trust
Company dated January 30, 1987. (Incorporated by reference to
Exhibit 8 to Post-Effective Amendment No. 1 to this Registration
Statement filed on July 31, 1987).
9. (a) Transfer Agency Agreement between the Registrant and
Rodney Square Management Corporation dated December 31, 1992.
(Incorporated by reference to Exhibit 9(a) to Post-Effective
Amendment No. 8 to this Registration Statement filed on
February 26, 1993).
(b) Accounting Services Agreement between the Registrant and
Rodney Square Management Corporation dated October 1, 1989.
(Incorporated by reference to Exhibit 9(c) to Post-Effective
Amendment No. 6 to this Registration Statement filed on March
1, 1991).
(c) Administration Agreement between the Registrant and Rodney
Square Management Corporation dated December 31, 1992.
(Incorporated by reference to Exhibit 9(c) to Post-Effective
Amendment No. 8 to this Registration Statement filed on
February 26, 1993).
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<PAGE>
10. Opinion of Kirkpatrick & Lockhart LLP. (Opinion at the time of
Fund creation filed with the Securities and Exchange Commission on
or about February 23, 1987 under Rule 24f-2).
11. Consent of Ernst & Young L.L.P., independent auditors for
Registrant. (Previously filed in Post-Effective Amendment No. 13
to this Registration Statement filed on November 26, 1997).
12. Financial Statements omitted from Part B - None.
13. Letter of Investment Intent. (Incorporated by reference to Exhibit
13 to Pre-Effective Amendment No. 2 to this Registration Statement
filed on January 28, 1987).
14. Prototype Retirement Plan - None.
15. Plan of Distribution adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940 of the Registrant with respect to
the Growth Portfolio effective March 28, 1988, amended effective
as of January 1, 1993. (Incorporated by reference to Exhibit 15(a)
to Post-Effective Amendment No. 8 to this Registration Statement
filed on February 26, 1993).
16. Schedule for Computation of Performance Quotations. (Incorporated
by reference to Exhibit 16 to Post-Effective Amendment No. 13 to
this Registration Statement filed on November 26, 1997).
17. Financial Data Schedule - not applicable.
18. Plan adopted pursuant to Rule 18f-3 - None.
Item 25. Persons Controlled by or under Common Control with Registrant.
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a. Persons Controlled by Registrant: None
b. Persons who may be deemed to be under Common Control with Registrant in
the event Wilmington Trust Company ("WTC") and/or Wilmington Trust
Corporation ("WT Corp.") may be deemed to be a controlling person(s) of
the Registrant:
Mutual Funds
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The Rodney Square Fund
The Rodney Square Tax-Exempt Fund
The Rodney Square Strategic Fixed-Income Fund
% Held
Corporate Entity State of Org. by WT Corp.
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Wilmington Trust Company Delaware 100%
Wilmington Trust FSB Federally Chartered 100%
Wilmington Trust of Pennsylvania Pennsylvania 100%
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<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant
(continued).
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% Held
Corporate Entity State of Org. by WTC
---------------- ------------- -------
Brandywine Insurance Agency, Inc. Delaware 100%
Brandywine Finance Corp. Delaware 100%
Brandywine Life Insurance Company, Inc. Delaware 100%
Compton Realty Corporation Delaware 100%
Delaware Corp. Management Delaware 100%
Drew-I Ltd. Delaware 100%
Drew-VIII Ltd. Delaware 100%
Holiday Travel Agency, Inc. Delaware 100%
Rodney Square Distributors, Inc. Delaware 100%
Rodney Square Management Corporation Delaware 100%
Siobain-XII Ltd. Delaware 100%
Spar Hill Realty Company Delaware 100%
Wilmington Brokerage Services Company Delaware 100%
WTC Corporate Services, Inc. Delaware 100%
100 West Tenth St. Corporation Delaware 100%
WT Investments Inc. Delaware 100%
Partnerships
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Rodney Square Investors, L.P.
Item 26. Number of Holders of Securities (as of December 31, 1997):
- ------------------------------------------------------------------
(1) (2)
Title of Class Number of Record Shareholders
-------------- -----------------------------
Shares of beneficial interest 411
$.01 par value
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<PAGE>
Item 27. Indemnification.
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Section 2 of Article X of the Registrant's Amended and Restated
Declaration of Trust provides that the appropriate series of the Registrant will
indemnify the Registrant's Trustees or officers ("covered persons") to the
fullest extent permitted by law against liability and all expenses reasonably
incurred or paid by such persons in connection with any claim, action, suit or
proceeding in which a covered person becomes involved as a party or otherwise by
virtue of being or having been a Trustee or officer and against amounts paid or
incurred by him or her in the settlement thereof; provided no covered persons
shall be indemnified where there has been an adjudication, as described in
Article X, Section 2(b), that such person is liable to the Registrant or its
shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office or
did not act in good faith in the reasonable belief that his or her action was in
the best interest of the Registrant. Article X, Section 2(c) provides that the
Registrant may maintain insurance policies covering such rights of
indemnification.
Additionally, Article XI, Section 1 of the Declaration of Trust
provides that the Trustees shall not be personally liable to any person
extending credit to, contracting with or having any claim against the
Registrant; except that nothing in the Declaration of Trust shall protect a
Trustee against liability by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
Section 2 of Article XI of the Declaration of Trust also provides that
subject to the provisions of Article X and Article XI, Section 1, the Trustees
shall not be liable for errors of judgment or mistakes of fact or law, or for
any act or omission in accordance with advice of counsel or other experts or for
failing to follow such advice.
Paragraph 7 of the Fund Management Agreement between Rodney Square
Management Corporation ("RSMC") and the Registrant provides that RSMC shall not
be liable to the Registrant or to any shareholder of the Registrant for any act
or omission in the course of performance of its duties under the contract, in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties. Paragraph 15 specifies that RSMC shall be
limited in all cases to the Registrant and its assets for satisfaction of any
claims it may have against the Registrant.
Paragraph 12 of each Advisory Agreement among the Registrant, RSMC and
each portfolio adviser provides that the adviser will not be liable for any
action taken, omitted or suffered to be taken by the adviser in good faith and
believed by it to be authorized or within the scope of the Agreement provided it
shall not have acted with willful misfeasance, bad faith, gross negligence or in
violation of the standard of care established under the Agreement. Paragraph 20
of each Advisory Agreement contains a paragraph similar to Paragraph 15 of the
Fund Management Agreement.
Paragraph 11 of the Administration Agreement between the Registrant and
RSMC provides that RSMC and their affiliates shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Registrant in
connection with the matters to which the Agreement relates, except to the extent
of a loss resulting from willful misfeasance, bad faith or gross negligence on
the part of RSMC or their affiliates in the performance of their obligations and
duties under the Agreement. In addition, Paragraph 17 of the Administration
Agreement is similar to Paragraph 15 of the Fund Management Agreement described
above.
Paragraph 11 of the Distribution Agreement between the Registrant and
Rodney Square Distributors, Inc. ("RSD") provides that the Registrant agrees to
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<PAGE>
Item 27. Indemnification (continued).
- -------------------------------------
indemnify and hold harmless RSD and each of its directors and officers and each
person, if any, who controls RSD within the meaning of Section 15 of the
Securities Act of 1933 (the "1933 Act") against any loss, liability, claim,
damages or expense arising by reason of any person acquiring any shares, based
upon the 1933 Act or any other statute or common law, alleging any wrongful act
of the Registrant or any of its employees or representatives, or based upon the
grounds that the registration statements, or other information filed or made
public by the Registrant included an untrue statement of a material fact or
omitted to state a material fact required to be stated or necessary in order to
make the statements not misleading. RSD, however, will not be indemnified to the
extent that the statement or omission is based on information provided in
writing by RSD. In no case is the indemnity of the Registrant in favor of RSD or
any person indemnified to be deemed to protect RSD or any person against any
liability to the Registrant or its security holders to which RSD or such person
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. Paragraph 16 of
the Distribution Agreement is similar to Paragraph 15 of the Fund Management
Agreement.
Paragraph 18 of the Transfer Agency Agreement between the Registrant
and RSMC provides that RSMC and their nominees shall be held harmless from all
taxes, charges, expenses, assessments, claims and liabilities including, without
limitation, liabilities arising under the 1933 Act, the Securities Exchange Act
of 1934 and any state or foreign securities and blue sky laws, and amendments
thereto, and expenses including without limitation reasonable attorneys' fees
and disbursements arising directly or indirectly from any action or omission to
act which RSMC takes at the request of or on the direction of or in reliance on
the advice of the Registrant or upon oral or written instructions in the absence
of RSMC's or its nominees' own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under such Agreement. Paragraph
27 of the Transfer Agency Agreement is similar to Paragraph 15 of the Fund
Management Agreement.
Paragraph 13 of the Accounting Services Agreement between the
Registrant and RSMC is similar to Paragraph 18 of the Transfer Agency Agreement.
Paragraph 20 of the Accounting Services Agreement is similar to Paragraph 15 of
the Fund Management Agreement.
Insofar as indemnification for liability arising under the 1933 Act may
be permitted to Trustees, officers and controlling persons of the Registrant
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 1933 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 Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
6
<PAGE>
Item 28. Business and Other Connections of Investment Adviser.
Rodney Square Management Corporation ("RSMC"), a Delaware corporation,
serves as investment manager, administrator, transfer agent and accounting agent
to the Registrant. It currently manages large institutional accounts and
collective investment funds for accounts managed by Wilmington Trust Company's
("WTC") trust department. RSMC is a wholly owned subsidiary of WTC, also a
Delaware corporation, which in turn is wholly owned by Wilmington Trust
Corporation. Information as to the officers and directors of RSMC is included in
its Form ADV filed on March 11, 1987 and most recently supplemented on February
27, 1997, with the Securities and Exchange Commission File No. 801-22071 and is
incorporated by reference herein.
Item 29. Principal Underwriters.
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(a) The Rodney Square Fund
The Rodney Square Strategic Fixed-Income Fund
The Rodney Square Tax-Exempt Fund
Heitman Real Estate Fund - Heitman/PRA Institutional Class
The HomeState Group
Kiewit Mutual Funds
1838 Investment Advisors Funds
The Olstein Funds
Brazos Mutual Funds
(b)
(1) (2) (3)
Name and Principal Position and Offices with Positions and
Business Address Rodney Square Distributors, Inc. Offices with
Registrant
- ------------------ -------------------------------- --------------
Jeffrey O. Stroble President, Secretary, None
1105 North Market Street Treasurer & Director
Wilmington, DE 19890
Robert J. Christian Director Trustee
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Nina M. Webb Director None
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Cornelius G. Curran Vice President None
1105 North Market Street
Wilmington, DE 19890
(c) None.
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<PAGE>
Item 30. Location of Accounts and Records.
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Certain accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder and the records relating to the duties of the Registrant's transfer
agent are maintained by Rodney Square Management Corporation, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001. Records
relating to the duties of the Registrant's custodian are maintained by
Wilmington Trust Company, Rodney Square North, Wilmington, Delaware 19890-0001.
Item 31. Management Services.
- -----------------------------
Inapplicable.
Item 32. Undertakings.
- ----------------------
Registrant hereby undertakes to furnish a copy of the Registrant's
latest Annual Report to Shareholders to each person to whom a copy of
the Registrant's Prospectus is delivered, upon request and without
charge.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that this
Post-Effective Amendment No. 14 to its Registration Statement meets all of the
requirements for effectiveness pursuant to Rule 485(b) under the Securities Act
of 1933 and the Registrant further certifies that it has duly caused this
amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wilmington, and State of
Delaware, on the 22nd day of January, 1998.
THE RODNEY SQUARE MULTI-MANAGER FUND
By: /s/ Carl M. Rizzo
----------------------------------------
Carl M. Rizzo, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Robert J. Christian President & January 21, 1998
- -------------------------- Trustee
Robert J. Christian*
/s/ Eric Brucker Trustee January 21, 1998
- --------------------------
Eric Brucker*
/s/ Fred L. Buckner Trustee January 21, 1998
- --------------------------
Fred L. Buckner*
Trustee January 21, 1998
- -------------------------
Martin L. Klopping
/s/ John J. Quindlen Trustee January 21, 1998
- --------------------------
John J. Quindlen*
/s/ John J. Kelley Vice President and January 21, 1998
- -------------------------- Treasurer (Principal
John J. Kelley Financial and
Accounting Officer)
*By: /s/Carl M. Rizzo
----------------------
Carl M. Rizzo**
** Attorney-in-fact pursuant to a power of attorney previously filed.
