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Previous: SALOMON BROTHERS MORTGAGE SECURITIES VII INC, 8-K/A, 2000-12-07 |
Next: HIGHMARK FUNDS /MA/, 485BPOS, EX-99.12, 2000-12-07 |
<PAGE>
As filed with the Securities and Exchange Commission on
DECEMBER 7, 2000
Registration No. 333-33304
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| | PRE-EFFECTIVE AMENDMENT NO.
|X| POST-EFFECTIVE AMENDMENT NO. 1
---
(Check appropriate box or boxes)
HIGHMARK FUNDS
(Exact Name of Registrant as Specified in Charter)
1 FREEDOM VALLEY DRIVE
OAKS, PA 19456
(Address of Principal Executive Offices)
1-800-433-6884
(Area Code and Telephone Number)
---------------
MARTIN E. LYBECKER, ESQ.
ROPES & GRAY
ONE FRANKLIN SQUARE
1301 K STREET, N.W., SUITE 800 EAST
WASHINGTON, D.C. 20005
(Name and address of Agent for Service)
---------------
<PAGE>
EXPLANATORY NOTE
The information required by Items 1 through 9 and Items 10 through
14 is hereby incorporated by reference to the proxy/prospectus and statement
of additional information, respectively, filed pursuant to Rule 497(c) on May
1, 2000. This Amendment is being filed for the sole purpose of adding the
final tax opinion to Part C of the Registration Statement.
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION
The information required by this item is incorporated by reference
to the Item 25 of Post-Effective Amendment No. 33 (filed November 29, 2000)
to Registrant's Registration Statement on Form N-1A (File No. 33-12608) under
the Securities Act of 1933 and the Investment Company Act of 1940 (File No.
811-5059).
ITEM 16. EXHIBITS:
(1) (a) Declaration of Trust, dated
March 10, 1987, is incorporated by
reference to Exhibit (1)(a) of
Pre-Effective Amendment No. 1 (filed
May 15, 1987) to Registrant's
Registration Statement on Form N-1A.
(b) Amendment to Declaration of Trust,
dated April 13, 1987, is
incorporated by reference to Exhibit
(1)(b) of Pre-Effective Amendment
No. 1 (filed May 15, 1987) to
Registrant's Registration
Statement on Form N-1A.
(c) Amendment to Declaration of Trust,
dated July 13, 1987, is incorporated
by reference to Exhibit (1)(c) of
Pre- Effective Amendment No. 2
(filed July 24, 1987) to
Registrant's Registration
Statement on Form N-1A.
(d) Amendment to Declaration of Trust,
dated July 30, 1987, is incorporated
by reference to Exhibit (1)(d) of
Pre- Effective Amendment No. 3
(filed July 31, 1987) to
Registrant's Registration
Statement on Form N-1A.
(e) Amendment to Declaration of Trust,
dated October 18, 1996, is
incorporated by reference to Exhibit
(1)(e) of Post-Effective Amendment
No. 18 (filed November 8, 1996) to
Registrant's Registration Statement
on Form N-1A.
(f) Amendment to Declaration of Trust,
dated December 4, 1996, is
incorporated by reference to Exhibit
(1)(f) of Post-Effective Amendment
No. 19 (filed December 13, 1996) to
Registrant's Registration Statement
on Form N-1A.
(2) (a) Amended and Restated Code of
Regulations, dated June 5, 1991, is
incorporated by reference to Exhibit
2 of Post-Effective Amendment No. 7
(filed September 30, 1991) to
Registrant's Registration Statement
on Form N-1A.
-1-
<PAGE>
(b) Amendment to Amended and Restated
Code of Regulations, dated December
4, 1991, is incorporated by
reference to Exhibit 2(b) of
Post-Effective Amendment No. 8
(filed September 30, 1992) to
Registrant's Registration Statement
on Form N-1A.
(3) Not Applicable.
(4) Plan of Reorganization is
incorporated by reference to Exhibit
4 of Registrant's Registration
Statement on Form N-14 filed on
April 24, 2000.
(5) (a) Article IV, Article V, Sections
5.1, 5.5, 5.6, 5.7 and 5.8, Article
IX, Sections 9.4 and 9.5, and
Article X, Sections 10.3, 10.4 and
10.8 of the Declaration of Trust,
dated March 10, 1987, are
incorporated by reference to Exhibit
(1)(a) of Pre-Effective Amendment
No. 1 (filed May 15, 1987) to
Registrant's Registration Statement
on Form N-1A.
(b) Amendment to Declaration of Trust,
dated July 30, 1987, is incorporated
by reference to Exhibit (1)(d) of
Pre-Effective Amendment No. 3 (filed
July 31, 1987) to Registrant's
Registration Statement on Form N-1A.
(c) Article I, Article III, Article V,
and Article VI, Sections 6.1 and 6.4
of the Amended and Restated Code of
Regulations, dated June 5, 1991, are
incorporated by reference to
Post-Effective Amendment No. 7
(filed September 30, 1991) to
Registrant's Registration Statement
on Form N-1A.
(6) (a) Investment Advisory Agreement
between Registrant and HighMark
Capital Management, Inc., dated as
of September 1, 1998, is
incorporated by reference to Exhibit
5(a) of Post-Effective Amendment No.
25 (filed November 30, 1998) to
Registrant's Registration
Statement on Form N-1A.
(7) (a) Distribution Agreement between
the Registrant and SEI Financial
Services Company is incorporated by
reference to Exhibit 6 of
Post-Effective Amendment No. 20
(filed February 25, 1997) to
Registrant's Registration Statement
on Form N-1A.
(b) Form of Distribution and Service
Agreement for Class B Shares between
Registrant and SEI Investments
Distribution Co. incorporated by
reference to Exhibit (6)(b) of
Post-Effective Amendment No. 22
(filed June 18, 1997) to
Registrant's Registration Statement
on Form N-1A.
(8) None.
(9) (a) Custodian Agreement between
Registrant and The Bank of
California, N.A., dated as of
December 23, 1991, as amended as of
September 15, 1992 (the "Custodian
Agreement"), is incorporated by
reference to Exhibit 8 of
Post-Effective Amendment No. 8
(filed September 30, 1992) to
Registrant's Registration Statement
on Form N-1A.
-2-
<PAGE>
(b) Amended and Restated Schedule A to
the Custodian Agreement is
incorporated by reference to Exhibit
(8)(b) of Post-Effective Amendment
No. 22 (filed June 18, 1997) to
Registrant's Registration
Statement on Form N-1A.
(c) Form of Amended and Restated
Schedule B to the Custodian
Agreement is incorporated by
reference to Exhibit (8)(c) of
Post-Effective Amendment No. 22
(filed June 18, 1997) to
Registrant's Registration
Statement on Form N-1A.
(d) Form of Securities Lending and
Reverse Repurchase Agreement
Services Client Addendum to
Custodian Agreement is incorporated
by reference to Exhibit (8)(d) of
Post-Effective Amendment No. 22
(filed June 18, 1997) to
Registrant's Registration Statement
on Form N-1A.
(10) (a) Restated Shareholder Services
Plan relating to the Fiduciary
Shares is incorporated by reference
to Exhibit 15(a) of Post-Effective
Amendment No. 28 (filed November 30,
1998) to Registrant's Registration
Statement on Form N-1A.
(b) Restated Distribution and
Shareholder Services Plan relating
to the Class A Shares is
incorporated by reference to Exhibit
15(b) of Post-Effective Amendment
No. 25 (filed November 30, 1998) to
the Registrant's Registration
Statement on Form N-1A.
(c) Form of Distribution and Shareholder
Services Plan relating to the Class
B Shares of the Income Funds and the
Equity Funds is incorporated by
reference to Exhibit (15)(f) of
Post-Effective Amendment No. 22
(filed June 18, 1997) to
Registrant's Registration
Statement on Form N-1A.
(d) Distribution relating to the Class C
Shares is incorporated by reference
to Exhibit (m)(4) of Post-Effective
Amendment No. 28 (filed September
20, 1999) to Registrant's
Registration Statement on Form N-1A.
(e) Distribution Plan relating to the
Class S Shares, is incorporated by
reference to Exhibit (m)(5) of Post-
Effective Amendment No. 28 (filed
September 20, 1999) to Registrant's
Registration Statement on Form N-1A.
(f) Amended Multiple Class Plan for
HighMark Funds adopted by the Board
of Trustees on September 17, 1999 is
incorporated by reference to Exhibit
(7) of Post-Effective Amendment No.
28 (filed September 20, 1999) to
Registrant's Registration Statement
on Form N-1A.
(11) Opinion and Consent of Ropes & Gray
as to legality of shares being
registered is incorporated by
reference to Exhibit 11 Registrant's
Registration Statement on Form N-14
filed on March 27, 2000.
(12) Opinion of Ropes & Gray, including
consent as to Tax Matters, is
filed herewith.
-3-
<PAGE>
(13) (a) Administration Agreement between
Registrant and SEI Fund Resources
incorporated by reference to Exhibit
9(a) of Post-Effective Amendment No.
20 (filed February 25, 1997) to
Registrant's Registration Statement
on Form N-1A.
(b) Form of Sub-Administration Agreement
between SEI Fund Resources and Union
Bank of California, N.A. is
incorporated by reference to Exhibit
9(e) of Post-Effective Amendment No.
19 (filed December 13, 1996) to
Registrant's Registration Statement
on Form N-1A.
(c) Transfer Agency and Service
Agreement between the Registrant and
State Street Bank and Trust Company
is incorporated by reference to
Exhibit 9(c) of Post-Effective
Amendment No. 20 (filed February 25,
1997) to Registrant's Registration
Statement on Form N-1A.
(d) Form of Shareholder Service Provider
Agreement for the Registrant is
incorporated by reference to Exhibit
9(n) of Post-Effective Amendment No.
19 (filed December 13, 1996) to
Registrant's Registration Statement
on Form N-1A.
(e) Form of Shareholder Service Plan for
the Registrant is incorporated by
reference to Exhibit 9(q) of
Post-Effective Amendment No. 19
(filed December 13, 1996) to
Registrant's Registration Statement
on Form N-1A.
(f) Form of Shareholder Service Plan for
Class B for the Registrant is
incorporated by reference to Exhibit
(9)(f) of Post-Effective Amendment
No. 22 (filed June 18, 1997) to
Registrant's Registration
Statement on Form N-1A.
(14) (a) Consent of Deloitte & Touche LLP
is incorporated by reference to
Exhibit 14(a) Pre-Effective
Amendment No. 2 to Registrant's
Registration Statement on Form N-14
filed April 24, 2000.
(b) Consent of Ropes & Gray, is
incorporated by reference to Exhibit
14(b) Pre-Effective Amendment No. 2
to Registrant's Registration
Statement on Form N-14 filed April
24, 2000.
(15) None.
(16) Executed Powers of Attorney are
filed herewith.
(17) None.
ITEM 17. UNDERTAKINGS
(1) The registrant agrees that prior to any public
reoffering 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, the reoffering
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.
-4-
<PAGE>
(2) The registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a
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 1933 Act, 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.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all of the requirements for effectiveness
of this Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City
of Washington, D.C., on the 7th day of December, 2000.
HighMark Funds
By: */S/ MARK E. NAGLE
----------------------------
Mark E. Nagle, President and
Chief Executive Officer
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 dates indicated:
SIGNATURE CAPACITY DATE
*/S/ MARK E. NAGLE President and December 7, 2000
------------------ Chief Executive Officer
Mark E. Nagle
/S/ ROBERT J. DELLACROCE Controller and Chief December 7, 2000
------------------------ Financial Officer
Robert J. DellaCroce
*/S/ THOMAS L. BRAJE Trustee December 7, 2000
--------------------
Thomas L. Braje
*/S/ DAVID A. GOLDFARB Trustee December 7, 2000
----------------------
David A. Goldfarb
*/S/ JOSEPH C. JAEGER Trustee December 7, 2000
---------------------
Joseph C. Jaeger
*/S/ FREDERICK J. LONG Trustee December 7, 2000
------------------------
Frederick J. Long
*/S/ MICHAEL L. NOEL Trustee December 7, 2000
--------------------
Michael L. Noel
*/S/ ROBERT M. WHITLER Trustee December 7, 2000
-----------------------
Robert M. Whitler
*By: /S/ MARTIN E. LYBECKER
---------------------------
Martin E. Lybecker, Attorney-In-Fact,
pursuant to powers of attorney filed herewith
-6-
<PAGE>
Exhibit Index
EXHIBIT NO. DESCRIPTION
(12) Opinion of Ropes & Gray as to Tax Matters.
(16) Executed Powers of Attorney
-7-
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