<PAGE>
REGISTRATION NOS. 33-27958, 811-5797
As filed with the Securities and Exchange Commission
on June 15, 2000
UNITED STATES
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. 34 /X /
--
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X /
--
AMENDMENT NO. 36 /X /
--
NORTH AMERICAN FUNDS
(Exact Name of Registrant as Specified in Charter)
286 Congress Street
Boston, Massachusetts 02210
(800) 872-8037
(Address of Principal Executive Offices)
John I. Fitzgerald, Esq.
General Counsel
North American Funds
286 Congress Street
Boston, MA 02210
(Agent for Service)
____________________
Copy to:
Gregory D. Sheehan, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
<PAGE>
[X] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
PARTS A AND B OF THIS AMENDMENT RELATE ONLY TO THE FOLLOWING SERIES OF THE
REGISTRANT:
JOSEPHTHAL STRATEGIC GROWTH FUND
NO INFORMATION RELATING TO ANY OTHER SERIES IS AMENDED, DELETED OR SUPERSEDED BY
PARTS A AND B OF THIS AMENDMENT.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
PROSPECTUS 2000
[North American Funds]
Josephthal Strategic Growth Fund
Class A Shares
Class B Shares
Class C Shares
The Securities and Exchange Commission has not approved or disapproved of these
securities or passed on the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
September __, 2000
1
<PAGE>
Table of Contents
Organization of Information
This Prospectus includes information about the Josephthal Strategic Growth Fund
(the "Fund").
Section I: Summary of the Fund .......................... Page 1
. Investment Objective
. Principal Investment Strategies
. Main Investing Risks
. Descriptions of Main Investment Risks
Section II: Other Information about the Fund ............... Page 4
. Fees and Expenses
. More Information About Investment
Strategies and Risks
. Other Risks of Investing
. Fund Management
Section III: Investing in the Fund .......................... Page 11
This section includes the information you need about how to invest and how to
redeem shares. It also includes other important information about sales charges,
taxes and account privileges.
More Information
The back cover of this prospectus lists a number of places to call or to visit
if you would like additional information.
<PAGE>
Section I: Summary of the Fund
The summary below describes the investment objective and principal investment
strategies of the Fund. This summary lists the main risks of investing in the
Fund. More detailed explanations of these main risks start on the following
page.
Investment Objective and Strategies
The investment objective of the Fund is to seek capital appreciation. To achieve
this objective, Josephthal & Co. ("Josephthal"), the Fund's subadvisor,
ordinarily invests at least 75% of the Fund's total assets in equity securities
of domestic issuers listed on a nationally recognized securities exchange or
traded on the Nasdaq system. Josephthal seeks to identify growth companies,
which often are small or medium-size capitalization companies, with growth
characteristics such as positive earnings comparisons, potential for accelerated
growth and market share gains. The primary focus of the Fund will be companies
in the technology sector; however, the Fund also may make significant
investments in companies in the healthcare and consumer sectors.
The Fund will invest primarily in common stock but also may invest in other
types of equity securities that offer opportunities for capital appreciation,
including publicly traded partnership interests. The Fund may invest up to 15%
of its total assets in investment grade debt securities.
The Fund may participate in the initial public offering ("IPO") market, and a
portion of the Fund's returns may be attributable to the Fund's investments in
IPOs. There is no guarantee that as the Fund's assets grow that it will be able
to experience significant improvement in performance by investing in IPOs.
It is important to remember that, as with any investment, it is possible for
investors to lose money by investing in the Fund. An investment in the Fund is
not a deposit in a bank and is not insured by the Federal Deposit Insurance
Corporation or any other government agency.
Main Investing Risks
. Equity Risk (the risk that the value of the Fund's equity investments
will decline as a result of factors affecting the particular issuers
or financial markets generally, including, in particular, the risks
associated with investing in smaller companies)
. Liquidity Risk (the risk that the Fund may be unable to sell a
security because there are too few people who actively trade that
security on a regular basis)
. Management Risk (the risk that Josephthal may not produce the desired
investment results)
. Science & Technology Company Risk (the risk that the prices of science
and technology companies will be particularly volatile)
. Healthcare Company Risk (the risk that the financial condition of
healthcare companies will be adversely affected by such factors as
intense competition, rapid technological change, high research costs
and product obsolescence)
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<PAGE>
Descriptions of Main Investing Risks
The value of your investment in the Fund can change for many reasons, and may
decrease. The primary reasons for possible decreases in the Fund's value are
called "Main Investing Risks," and are explained in this section. Because the
types of investments the Fund makes may change over time, the types of risks
affecting the Fund may change as well. Section II of the Prospectus includes
more information about other risks that could affect the Fund's value.
Equity Risk
Equity securities, such as a company's common stock, may fall in value in
response to factors relating to the issuer, such as management decisions or
falling demand for a company's goods or services. Additionally, factors
affecting a company's particular industry, such as increased production costs,
may affect the value of its equity securities. Equity securities also rise and
fall in value as a result of factors affecting entire financial markets, such as
political or economic developments, or changes in investor psychology. Growth
stocks are the stocks of companies that have earnings that are expected to grow
relatively rapidly. As a result, the values of growth stocks may be more
sensitive to changes in current or expected earnings than the values of other
stocks.
Market capitalization refers to the total value of a company's outstanding
stock. Smaller companies with market capitalizations of less than $1 billion or
so are more likely than larger companies to have limited product lines, smaller
markets for their products and services, and they may depend on a small or
inexperienced management group. Small company stock may not trade very actively,
and their prices may fluctuate more than stocks of larger companies. Stocks of
smaller companies may be more vulnerable to negative changes than stocks of
larger companies.
The risks associated with equity securities are typically higher for equity
securities purchased in IPOs. Issuers in IPOs typically have a limited operating
history, and the prices of equity securities are often very volatile for some
time following an IPO.
Healthcare Company Risk
Certain healthcare companies are subject to intense competition and rapid
technological change. Many such companies also face high research and
development costs and obsolescence of their products. These factors may have a
significant adverse effect on the financial condition and operating results of
companies in the healthcare industries. Healthcare companies may also have
persistent losses or erratic revenue patterns, which in turn may lead to
significant volatility in their share prices. Additionally, the viability of
many healthcare companies depends largely on whether such companies can obtain
Food and Drug Administration ("FDA") approval of their products or services. If
a healthcare company fails to obtain FDA approval for one or more of its
products or services, the company may be unable to continue operations, and the
Fund's investment in the company may lose some or all of its value.
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<PAGE>
Liquidity Risk
Liquidity risk is the risk that the Fund will not be able to sell a security
because there are too few people who actively buy and sell, or trade, that
security on a regular basis. The Fund may not be able to sell an illiquid
security at a fair price. Liquidity risk increases if the Fund invests in
derivatives, foreign investments or restricted securities.
Management Risk
Management risk is the risk that the subadvisor of the Fund, despite using
various investment and risk analysis techniques, may not produce the desired
investment results.
Science & Technology Company Risk
Companies in the rapidly changing fields of science and technology often face
unusually high price volatility, both in terms of gains and losses. The
potential for wide variation in performance is based on the special risks common
to these stocks. For example, products or services that at first appear
promising may not prove commercially successful or may become obsolete quickly.
Earnings disappointments can result in sharp price declines. A portfolio focused
primarily on these stocks is, therefore, likely to be much more volatile.
-3-
<PAGE>
Section II: Other Information about the Fund
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you invest in the
Fund.
Shareholder Fees (fees paid directly from your investment)
<TABLE>
<CAPTION>
Maximum Sales Charge Imposed Maximum Deferred Sales Charge
on Purchases (as a percentage of (as a percentage of original purchase
offering price) price or redemption price, whichever
is lower)
------------------------------------------------------------------------------------------------
<S> <C> <C>
Class A 5.75% 1%*
Class B None 5%**
Class C None 1%***
------------------------------------------------------------------------------------------------
</TABLE>
Annual Fund Operating Expenses (expenses that are deducted from fund assets):
<TABLE>
<CAPTION>
Management Distribution Other Total Annual
Fees (12b-1) Fees Expenses Fund Operating
Expenses
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A .90% .35% .52% 1.82%
Class B .90% 1.00% .52% 2.47%
Class C .90% 1.00% .52% 2.47%
--------------------------------------------------------------------------------
</TABLE>
* 1% first year after purchase for purchases of $1 million or more.
** 5% first and second year; 4% third year; 3% fourth year; 2% fourth year; 1%
sixth year and 0% thereafter.
*** 0% after first year. The higher Distribution Fees borne by Class B and Class
C shares may cause long-term shareholders to pay more in sales charges than the
maximum permitted front-end sales charge on Class A shares.
The examples below assume that you:
. Invest $10,000 in the Fund for the time period indicated and
then redeem all of your shares at the end of those periods.
. Your investment earns a 5% return each year and that each
Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1 Year 3 Years
--------------------------------------------------------------------------------
Class A 749 1,115
Class B 250 1,170
Class B - No Redemption 250 770
Class C 350 770
Class C - No Redemption 250 770
--------------------------------------------------------------------------------
By translating "Total Annual Fund Operating Expenses" into dollar amounts, these
examples help you compare the costs of investing in the Fund, or a particular
class of shares, with the costs of investing in other mutual funds.
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<PAGE>
More Information About Investment Strategies and Risks
This Prospectus does not attempt to disclose all of the different
investment techniques that the Fund might use, or all of the types of
securities in which the Fund might invest. As with any mutual fund,
investors must rely on the professional judgment and skill of the Fund's
management. Josephthal may choose not to use some or all of the investment
techniques available to the Fund, and these choices may cause the Fund to
lose money or not achieve its goal. The investment objective of the Fund
may be changed by the Trustees without the approval of the Fund's
shareholders. Except as noted for certain investment restrictions, the
strategies the Fund uses to achieve its investment objective also may be
changed by the Trustees without approval of the shareholders. This section
provides additional information about the Fund, and should be read in
conjunction with the Fund Summary.
The Fund emphasizes equity securities of growth companies that represent
attractive opportunities for capital appreciation. In selecting investments for
the Fund, Josephthal seeks to identify companies that it believes will achieve
superior growth rates based on its market research and company analysis. The
Fund will focus on technology companies that are positioned to take advantage of
technology infrastructure conversions, including companies in the computer,
semi-conductor, electronics, communications and telecommunications industries.
In addition, the Fund may make significant investments in the healthcare sector,
including in particular biotechnology companies, and in the consumer sector,
including in particular high quality consumer retailers.
Certain investments in smaller capitalization companies may offer greater
opportunities for capital appreciation than larger companies, but may also
involve special risks. The Fund also may buy securities such as convertible
debt, preferred stock, options, or other securities exchangeable for shares of
common stock and other equity securities, including publicly traded partnership
interests.
The Fund may buy investment grade debt securities issued by both domestic and
foreign issuers; however, the Fund may invest no more than 15% of its total
assets in debt securities. The Fund may invest up to 25% of its total assets in
securities of foreign issuers, either directly or indirectly through American
Depository Receipts (ADRs) or closed-end investment companies.
The Fund may hold up to 15% of its net assets in illiquid investments, such as
securities for which market quotations are not readily available, in repurchase
agreements which have a maturity longer than seven days, and in securities
subject to restrictions on resale for which no adequate trading market exists.
There is no percentage restriction on the Fund's ability to enter into
repurchase agreements with maturities of seven days or less.
The Fund may sell securities short and borrow the same security from a broker or
other institution to complete the sale; however, the Fund will not sell short
securities whose underlying value exceeds 25% of its net assets. All percentage
tests are measured at the time of investment.
In seeking to achieve its investment objective, the Fund may use certain futures
and option strategies. The Fund will not engage in options, futures or forward
transactions, other than for hedging purposes, if as a result more than 5% of
its total assets would be so invested. The Fund may engage in such transactions
to an unlimited extent for hedging purposes.
-5-
<PAGE>
Other Risks of Investing in the Fund
Although the Fund may have the flexibility to use some or all of the investments
or strategies described in this Prospectus and the Statement of Additional
Information, Josephthal may choose not to use these investments or strategies
for a variety of reasons. These choices may cause the Fund to miss
opportunities, lose money or not achieve its goal.
Credit Risk
Credit Risk is the risk that the issuer or the guarantor (the entity that agrees
to pay the debt if the issuer cannot) of a debt or fixed income security, or the
counterpart to a derivatives contract or a securities loan, will not repay the
principal and interest owed to the investors or otherwise honor its obligations.
There are different levels of credit risk. Debt securities rated in one of the
four highest rating categories by a rating agency (and comparable unrated
securities) are known as "investment grade." Debt securities rated below the
four highest rating categories by a rating agency (and comparable unrated
securities) are known as "lower rated" or "junk bonds." Funds that invest in
lower-rated securities have higher levels of credit risk. Lower-rated or unrated
securities of equivalent quality (generally known as junk bonds) have very high
levels of credit risk. Securities that are highly rated have lower levels of
credit risk.
Investments in foreign securities are subject to increased credit risk because
of the difficulties of requiring foreign entities, including issuers of
sovereign (national) debt, to honor their contractual commitments, and because a
number of foreign governments and other issuers are already in default.
Foreign Securities
There are risks associated with investing in foreign securities. These risks
include unforeseen changes in tax laws, political changes, and changes in
foreign currency values and exchange rates.
There may be less publicly available information about foreign issuers. Foreign
issuers including foreign branches of U.S. banks, are subject to different
accounting and reporting requirements, which are generally less extensive than
the requirements for domestic issuers. Foreign stock markets generally have
substantially less volume than the U.S. exchanges and securities of foreign
issuers are generally less liquid and more volatile, relative to U.S. issuers.
For emerging markets, these risks can be more extreme.
There is frequently less governmental regulation of foreign exchanges,
broker-dealers and issuers than in the United States, and brokerage costs may be
higher. In addition, investments in foreign
-6-
<PAGE>
companies may be subject to the possibility of nationalization or other changes
in policy. Policy changes may allow foreign governments to withhold dividends,
expropriate (confiscate, or keep) investment returns, or raise taxes to
extremely high levels, among other things. Also, should a foreign issuer
default, it may be difficult to recover anything in a bankruptcy proceeding.
Lending Fund Securities
The Fund may lend up to 33% of its total portfolio assets, or securities, to
brokers, dealers and other financial institutions. These loans must be callable
(the Fund may ask that the loan be repaid in full) at any time by the Fund. The
loans must be at all times fully secured by cash, cash equivalents or securities
issued or guaranteed by the U.S. government or its agencies or
instrumentalities, and marked to market (priced at market value) to the value of
loaned securities on a daily basis. As with any extensions of credit, there may
be risks of delay in recovery and in some cases even loss of rights in the
collateral should the borrower of the securities fail financially. However,
these loans of Fund securities will only be made to firms deemed by Josephthal
to be creditworthy.
Interest Rate Risk (Market Risk)
Interest rate risk, or market risk, is the risk that a change in interest rates
will negatively affect the value of a security. This risk applies primarily to
debt securities such as bonds, notes and asset backed securities. Debt
securities are obligations of the issuer to make payments of principal and/or
interest on future dates. As interest rates rise, an investment in the Fund can
lose value, because the value of the securities the Fund holds may fall.
Market risk is generally greater for investments in debt securities with longer
maturities. This risk may be increased for investments in mortgage-backed or
other types of asset-backed securities that are often prepaid. Even investments
in the highest quality debt securities are subject to interest rate risk.
Leverage Risk
Burrowing money to buy securities is using leverage. Leverage risk is the risk
that leverage, or debt, will enable the Fund to buy more of a security that
falls in value. In this case, the Fund would still need to repay the money it
borrowed. The Fund can create leverage, or borrow money, by using different
types of techniques including reverse repurchase agreements, dollar rolls, and
derivatives including inverse floating rate instruments.
Hedging and Other Strategic Transactions
The Fund may use a variety of investment strategies described below for hedging
purposes only, including hedging various market risks (such as interest rates,
currency exchange rates and broad or specific market movements), and managing
the effective maturity or duration of debt instruments held by the Fund. Hedging
is simply believing that certain securities will fall, or rise, in value, and
structuring transactions that take advantage of those changes. These
transactions are generally used to protect against possible changes in the
market value of securities the Fund already owns or
-7-
<PAGE>
plans to buy, to protect unrealized gains or to improve the Fund's return in
some way.
The Fund may purchase and sell (or write) exchange-listed and over-the-counter
put and call options on securities, index futures contracts, financial futures
contracts and fixed-income indices and other financial instruments, enter into
financial futures contracts, enter into interest rate transactions, and enter
into currency transactions. This category includes derivative transactions.
Derivatives are financial contracts whose value depends on, or is derived from,
the change in value of an underlying asset, reference rate or index. When the
value of the underlying security or index changes, the value of the derivative
changes as well. As a result, derivatives can lose all of their value very
quickly. Derivatives involve credit risk if the other party to the derivative
should fail to meet its obligations to the Fund. Additional risks associated
with derivatives include imperfect correlation (between the values of the
derivative and the underlying investment) and improper valuation. Interest rate
transactions may include swaps, caps, floors and collars, and currency
transactions may include currency forward contracts, currency futures contracts,
currency swaps and options on currencies or currency futures contracts.
Frequent Trading
The Fund may buy or sell investments extremely frequently, increasing brokerage
commissions and other expenses of the Fund. Frequent trading may also increase
the amount of capital gains realized by the Fund, including short-term capital
gains, which are generally taxable to shareholders at ordinary income tax rates.
Temporary Defensive Strategies
Josephthal may at certain times decide that pursuing the Fund's investment
strategies is inconsistent with market conditions. Josephthal may then employ
defensive strategies designed mostly to limit losses. However, Josephthal may
choose not to use defensive strategies, even in volatile or unsettled market
conditions. Such defensive strategies may cause the Fund to miss opportunities
or to not achieve its goal.
-8-
<PAGE>
Management of the North American Funds
Under the federal securities laws, Massachusetts law, and North American Funds'
Agreement and Declaration of Trust and By-Laws, the business and affairs of the
North American Funds (the "Trust") are managed under the direction of its
trustees (the "Trustees").
American General Asset Management Corp. ("AGAM") is the investment adviser for
the Trust. AGAM was formed in 1996 to advise, acquire and distribute mutual
funds through broker-dealers, banks and other intermediaries. AGAM's address is
286 Congress Street, Boston, Massachusetts 02210. According to its Advisory
Agreement With the Trust (the "Advisory Agreement"), AGAM:
. Oversees the administration of all aspects of the business and affairs of
the Fund
. Selects, contracts with and compensates the subadvisor to manage the assets
of the Fund
. Makes recommendations to the Trustees regarding the hiring, termination and
replacement of the subadvisor
. Reimburses the Fund if the total of certain expenses allocated to the Fund
exceeds certain limitations
. Monitors the subadvisor for compliance with the investment objectives and
related policies of the Fund
. Reviews the performance of the subadvisor
. Periodically reports to the Trustees
Under an order granted to the North American Funds by the Securities and
Exchange Commission, AGAM is permitted to appoint a subadvisor, to create a
subadvisory agreement, and to terminate or amend a subadvisory agreement, in
each case without shareholder approval. This "Manager of Managers" structure
permits the Fund to change subadvisors or the fees paid to subadvisors without
the expense and delays associated with obtaining shareholder approval. AGAM has
ultimate responsibility under the Manager of Managers structure to oversee the
subadvisor, including making recommendations to the Trust regarding the hiring,
termination and replacement of the subadvisor.
Subadvisory Agreement
Josephthal & Co.
AGAM has retained Josephthal & Co., Inc. ("Josephthal"), 200 Park Avenue, 25th
Floor, New York, New York 10166, as the subadvisor to the Fund. Josephthal is a
registered investment adviser and a registered broker-dealer. Josephthal is a
research-driven, full service investment banking and brokerage firm which,
joined by its affiliated companies, has over 1,000 financial consultants in over
80 domestic and international offices. Pursuant to a subadvisory agreement
between AGAM and Josephthal (the "Subadvisory Agreement"), Josephthal will
provide continuous investment advisory services to the Fund, including:
investment research, advice and management and periodic reporting to AGAM and
the Trust. For its services as subadvisor to the Fund, Josephthal receives a fee
from AGAM equal to .500% of the average daily net assets of the Fund.
Howard S. Schachter serves as the Fund's portfolio manager and is responsible
for the day-to-
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<PAGE>
day investment decisions of the Fund. Mr. Schachter is the Director of Capital
Markets for Josephthal. He joined Josephthal in September 1998, and is based in
Josephthal's New York City headquarters where he actively manages the research
department. Mr. Schachter has thirty years industry experience and has held a
variety of positions. Prior to joining Josephthal, Mr. Schachter spent six years
with Needham & Co., where he managed the Needham Growth Fund.
The following table shows the management fees that the Fund will pay to AGAM
annually under the Advisory Agreement as a percentage of the Fund's average
daily net asset value. The subadvisory fee is paid by AGAM to Josephthal out of
the advisory fee.
Advisory and Subadvisory Fees
-----------------------------
---------------------------------------- ------------------ --------------------
Advisory Fee Subadvisory Fee
(AGAM) (Josephthal)
---------------------------------------- ------------------ --------------------
First $50,000,000 .900% .500%
---------------------------------------- ------------------ --------------------
Between $50,000,000 and $200,000,000 .850% .450%
---------------------------------------- ------------------ --------------------
Between $200,000,000 and $500,000,000 .825% .425%
---------------------------------------- ------------------ --------------------
Excess over $500,000,000 .800% .400%
---------------------------------------- ------------------ --------------------
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<PAGE>
Section III:
Investing in the Fund
Classes of Shares
Three classes of shares (Class A, Class B and Class C) of the Fund are offered
by this Prospectus.
The initial investment minimum for all classes of shares is $1,000. For
retirement plans and other automatic investment programs, the initial purchase
minimum is $50. You must maintain a minimum account balance of $500, or $50 for
retirement plans and other automatic investing programs. Purchases and
redemptions will be made at the share price calculated by North American Funds
after the request is received in good order. Confirmations of all transactions
will be mailed to you promptly, and a copy will be sent to your broker of
record. North American Funds may refuse any request to purchase shares.
Buying Fund Redeeming Fund
Shares Shares
--------------------------------------------------------------------------------
By Mail Mail a check and account Send a written request to:
application to: North American Funds
North American Funds P.O. Box 8505
P.O. Box 8505 Boston, MA 02266-8508
Boston, MA 02266-8508
To add to an existing account,
mail a check with your
account numbers to:
North American Funds
P.O. Box 8505
Boston, MA 02266-8508
Overnight Mailing Address:
North American Funds
c/o Boston Financial
Attn: Leadership Services
66 Brooks Drive
Braintree, MA 02184
--------------------------------------------------------------------------------
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<PAGE>
By Wire Transfer For wire instructions, contact Yes, with a minimum of
Customer Service at 1-800- $1,000. For wire instructions
872-8037 contact Customer Service at
1-800-872-8037
--------------------------------------------------------------------------------
By Phone No Yes, simply call 1-800-872-
8037 by 4:00 p.m. to receive
that day's closing price
--------------------------------------------------------------------------------
Through Broker Yes, if a dealer agreement Yes, if a dealer agreement is
Dealers is in place in place
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class C Shares
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales Charges Purchases of less than $1 Shares are sold without a Shares are sold
million are sold with a front end sales charge. For without a front end
front end sales charge see shares redeemed within six sales charge. For
table on next page). years there shares redeemed within
is a sales charge at one year there is a 1%
Purchases over $1 redemption (see table sales charge at
million are sold without on next page). redemption.
a front end sales charge.
For shares redeemed within Available for purchases Available for
one year there is of $250,000 or less. purchases under $1
a 1% back end sales million.
charge at redemption.
--------------------------------------------------------------------------------------------------------------------
</TABLE>
-12-
<PAGE>
Programs That Rights of Accumulation - you For B and C Shares, the back
Reduce Sales Charges will pay the sales charge end sales charge is equal to
applicable to your total the lesser of the net asset
account balance in value at redemption, or the
all classes of shares. original purchase price.
Statement of intention -
agree to invest a certain
amount over 13 months and
you will pay the sales
charge based on your goal.
--------------------------------------------------------------------------------
For qualified group retirement plans, please see the
Statement of Additional information (SAI) for a more
detailed discussion.
-13-
<PAGE>
Sales Charge Tables
Class A Shares Sales Charge Table
---------------------------------
<TABLE>
<CAPTION>
Amount of Sales Charge Sales Charge Concession to
Purchase Payment as a as a Broker Dealer as
Percentage of Percentage of a Percentage of
the Offering Price the Net Amount Offering Price
Invested
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
---------------------------------------------------------------------------------------------
$50,000 but less than $100,000 4.75% 4.99% 4.00%
---------------------------------------------------------------------------------------------
$100,000 but less than $250,000 4.00% 4.17% 3.25%
---------------------------------------------------------------------------------------------
$250,000 but less than
$500,000 3.00% 3.09% 2.50%
---------------------------------------------------------------------------------------------
$500,000 but less than $1 million 2.25% 2.30% 1.75%
---------------------------------------------------------------------------------------------
$1 million or more None* None* See below**
---------------------------------------------------------------------------------------------
</TABLE>
Class B Shares Sales Charge Table***
------------------------------------
Year(s) Since Purchase Deferred Sales Charge
as Percentage of
Amount Redeemed
--------------------------------------------------------------------------------
Up to 2 years 5%
--------------------------------------------------------------------------------
2 years or more but less than 3 years 4%
--------------------------------------------------------------------------------
3 years or more but less than 4 years 3%
--------------------------------------------------------------------------------
4 years or more but less than 5 years 2%
--------------------------------------------------------------------------------
5 years or more but less than 6 years 1%
--------------------------------------------------------------------------------
6 or more years 0%
--------------------------------------------------------------------------------
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<PAGE>
Class C Shares***
Class C shares are offered for sale at net asset value and are offered for
purchases of less than $1 million. Class C shares are sold without a front end
sales charge. Class C shares are subject to a deferred sales charge of 1% of the
dollar amount subject thereto during the first year after purchase.
Class C shares will be redeemed or exchanged in order of the date purchased,
with the shares purchased earlier being redeemed or exchanged first, unless a
shareholder specifically requests that specific shares be redeemed or exchanged.
Redemption in Kind
The North American Funds reserve the right to redeem proceeds in whole or in
part by a distribution in kind of marketable securities held by the Fund.
Payment Following Redemption
The Fund will normally send the proceeds from a redemption (less any applicable
deferred sales charge) on the next business day, but may delay payment for up to
seven days.
Payment may be delayed if the shares to be redeemed were purchased by a check
that has not cleared. The Fund may suspend the right of redemption and may
postpone payment for more than seven days when the New York Stock Exchange is
closed for other than weekends or holidays, or if permitted by the rules of, or
action by, the SEC.
----------------------------
* A CDSC (back end sales charge) may apply.
** For purchases of Class A shares of $1 million or more the Distributor will
pay a commission to dealers as follows: 1.00% on sales up to $5 million, plus
0.50% of the amount in excess of $5 million; provided, however, that the
Distributor may pay a commission on sales in excess of $5 million of up to 1.00%
to certain dealers which, at the Distributor's invitation, enter into an
agreement with the Distributor in which the dealer agrees to return any
commission paid to it on the sale (or a pro rata portion thereof) if the
shareholder redeems his shares within a period of time after purchase as
specified by the Distributor. Purchases of $1 million or more for each
shareholder account will be aggregated over a 12-month period (commencing from
the date of the first such purchase) for purposes of determining the level of
commission to be paid during that period with respect to such account.
*** Any shares in the redeeming shareholder's account that can be redeemed
without charge will be redeemed prior to those subject to a charge.
-15-
<PAGE>
Pricing of Fund Shares; Dividends and Distributions
The public offering price of the Class A shares of the Fund is the net asset
value per share (next determined following receipt of an order) plus a front end
sales charge, if applicable. The share price for Class B shares and Class C
shares is the net asset value per share (next determined following receipt of an
order).
The net asset value of the shares of each class of the Fund is calculated
separately and, except as described below, is determined once daily as of the
close of regularly scheduled trading on the New York Stock Exchange (generally
4:00 p.m., Eastern time). Net asset value per share of each class of the Fund is
calculated by dividing the value of the portion of the Fund's securities and
other assets attributable to that class, less the liabilities attributable to
that class, by the number of shares of that class outstanding. No determination
is required on (i) days on which changes in the value of the Fund's securities
holdings will not materially affect the current net asset value of the shares of
the Fund and (ii) days when the New York Stock Exchange is closed (for example,
national holidays). Generally, trading in non-U.S. securities, as well as U.S.
Government securities and money market instruments, is substantially completed
each day at various times prior to the close of regularly scheduled trading on
the New York Stock Exchange. The values of such securities used in computing the
net asset value of the shares of a class of the Fund are generally determined as
of such times. Occasionally, events which affect the values of such securities
may occur between the times at which they are generally determined and the close
of regularly scheduled trading on the Exchange and would therefore not be
reflected in the computation of a class's net asset value. If events materially
affecting the value of such securities occur during such period, then these
securities will be valued at their fair value as determined in good faith by
Josephthal under procedures established and regularly reviewed by the Trustees.
Shares of the Fund are available at the net asset value to investors purchasing
shares of the Fund with redemption proceeds from other mutual fund complexes on
which the investor has paid a front end sales charge or was subject to a
deferred sales charge, whether or not paid, if such redemption occurred more
than 60 days prior to such purchase. The Distributor will require satisfactory
evidence of your qualification of this waiver. Please call for more information.
The redemption of the shares from the other mutual fund is, for federal income
tax purposes, a sale upon which a gain or loss may be realized.
Short-term debt instruments with a remaining maturity of 60 days or less held by
the Fund are valued on an amortized cost basis.
Unless you request cash payment, all dividends and distributions will be
reinvested. The Fund declares and pays capital gains and income dividends
annually.
-16-
<PAGE>
Taxes
It is expected that the Fund will qualify as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended (the "Code"). If it so
qualifies, the Fund will not be subject to United States federal income taxes on
its net investment income and net capital gain, if any, that it distributes to
its shareholders in each taxable year, provided that it distributed to its
shareholders at least 90% of its net investment income for such taxable year. If
in any year the Fund fails to qualify as a regulated investment company, it
would incur regular corporate federal income tax on its taxable income for that
year and be subject to certain additional distribution requirements upon
re-qualification. The Fund will be subject to a 4% nondeductible excise tax on
its taxable income to the extent it does not meet certain distribution
requirements by the end of each calendar year. The Fund intends to make
sufficient distributions to avoid application of the corporate income and excise
taxes.
Certain investments, including investments in assets "marked to the market" for
federal income tax purposes, debt obligations issued or purchased at a discount
and potentially so-called "index securities", may create taxable income in
excess of the cash they generate. In such cases, a Fund may be required to sell
assets (including when it is not advantageous to do so) to generate the cash
necessary to distribute as dividends to its shareholders all of its income and
gains and thereby to eliminate any tax liability at the Fund level. In addition,
transactions in options, futures contracts, and straddles may accelerate income,
defer losses, cause adjustments in the holding periods of a Fund's securities
and convert long-term capital gains into short-term capital gains and short-term
capital losses into long-term capital losses. These transactions may affect the
amount, timing and character of distributions to shareholders.
Because the Fund may invest in foreign securities or currencies, it may be
required to pay withholding or other taxes to foreign governments on dividends
and interest. The investment yield of the Fund's investment in foreign
securities or currencies will be reduced by these foreign taxes. Shareholders
will bear the cost of any foreign taxes, but may not be able to claim a foreign
tax credit or deduction for these foreign taxes. If the Fund is eligible for and
makes an election to allow the shareholders of the Fund to claim a foreign tax
credit or deduction for these taxes for any taxable year, the shareholders will
be notified. The ability of the shareholders to utilize such a foreign tax
credit is subject to a holding period requirement. In addition, if the Fund
invests in securities of passive foreign investment companies, it may be subject
to U.S. federal income taxes (and interest on such taxes) as a result of such
investments. The investment yield of such investments will be reduced by these
taxes and interest. Shareholders will bear the cost of these taxes and interest,
but will not be able to claim a deduction for these amounts.
The Fund's distributions derived from interest, dividends and certain other
income, including in general short-term capital gains, will result in taxable
ordinary income to the shareholders of the Fund, whether received in cash or
reinvested in shares. Properly designated Fund distributions derived from net
long-term capital gains (i.e., net gains derived from the sale of securities
held for more than 12 months) will result in taxable long-term capital gain
income to the
-17-
<PAGE>
shareholders of the Fund, regardless of whether the distributions are received
in cash or reinvested in shares and regardless of how long a shareholder has
held shares in the Fund. Distributions are taxed as described in this paragraph
even if such distributions economically represent a return of a particular
shareholder's investment. Distributions that represent a return of a particular
shareholder's investment are likely to occur in respect of shares purchased at a
time when a Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed.
The redemption, sale or exchange of Fund shares (including the exchange of
shares of one North American Fund for shares of another) is a taxable event and
may result in a gain or loss. Gain or loss, if any, recognized on the sale or
other disposition of shares of the Fund will be taxed as capital gain or loss if
the shares are capital assets in the shareholder's hands. Generally, a
shareholder's gain or loss will be a long-term gain or loss if the shares have
been held for more than one year. Pursuant to the Taxpayer Relief Act of 1997,
long-term capital gains generally are subject to a maximum tax rate of 20%.
If a shareholder sells or otherwise disposes of a share of the Fund before
holding it for more than six months, any loss on the sale or other disposition
of such share shall be treated as a long-term capital loss to the extent of any
capital gain dividends received by the shareholder with respect to such share. A
loss realized on a sale or exchange of shares may be disallowed if other shares
are acquired within a 61-day period beginning 30 days before and ending 30 days
after the date on which the shares are disposed.
Generally, unless a shareholder of the Fund includes his or her taxpayer
identification number (social security number for individuals) in the
Shareholder Application and certifies that he or she is not subject to backup
withholding, the Fund is required to withhold and remit to the U.S. Treasury 31%
from dividends other than exempt-interest dividends and other reportable
payments to the shareholder.
Depending on the residence of the shareholder for tax purposes, distributions
may also be subject to state and local taxes or withholding taxes. Most states
provide that a regulated investment company may pass through (without
restriction) to its shareholders state and local income tax exemptions available
to direct owners of certain types of U.S. government securities. Thus, for
residents of these states, distributions derived from the Fund's investment in
certain types of U.S. government securities should be free from state and local
income taxes to the extent that the interest income from such investments would
have been exempt from state and local income taxes if such securities had been
held directly by the respective shareholders themselves.
Descriptions of tax consequences set forth in this Prospectus and in the
Statement of Additional Information are intended to be a general guide.
Investors should consult their tax advisers with respect to the specific tax
consequences of an investment in the Fund, including the effect and
applicability of state, local, foreign, and other tax laws and the possible
effects of changes in federal or other tax laws. This discussion is not intended
as a substitute for careful tax planning.
-18-
<PAGE>
Rule 12b-1 Fees
The Trust has adopted a distribution plan under Rule 12b-1 of the Investment
Company act of 1940, as amended, that allows the North American Funds to pay
distribution fees for the sale and distribution of fund shares. Portions of the
fees are used to provide payments for services provided to shareholders
("service fees"), as indicated below.
Class A shares of the Fund are subject to Rule a 12b-1 fee of up to .35% of
average daily net assets, five-sevenths of which (.25%) is a "service fee."
Class B shares of the Fund are subject to a Rule 12b-1 fee of up to 1.00% of
average annual net assets, one-fourth (.25%) of which is a "service fee."
Class C shares of the Fund are subject to a Rule 12b-1 fee of up to 1.00% of
average annual net assets, one-fourth (.25%) of which is a "service fee."
Because these fees are paid out of the Fund's assets on an ongoing basis, over
time they will increase the cost of your investment and may cost you more than
paying other types of sales charges. The higher fees for Class B and Class C
shares may therefore cost you more than paying the maximum permitted front-end
sales charge on Class A Shares.
-19-
<PAGE>
Account Services
To use any of these programs, simply fill out the appropriate section of your
account application, or request the appropriate form.
Automatic Dividend Diversification
With this program, you can have all dividends and other distributions from one
North American Fund automatically invested in the same class of shares of
another Fund.
Automatic Investment Plan
Shareholders can set up an Automatic Investment Plan. Once each month the
shareholder's account will be debited the amount (at least $50) specified by the
shareholder.
Exchange Privilege
Shareholders may make free unlimited exchanges by mail or telephone within
classes of shares of all other North American Funds without any sales charge.
Other North American funds are: International Small Cap Fund, International
Equity Fund, Global Equity Fund, Small Cap Growth Fund, Mid Cap Growth Fund,
Large Cap Growth Fund, Growth & Income Fund, Science & Technology Fund, Balanced
Fund, Strategic Income Fund, Core Bond Fund, U.S. Government Securities Fund,
Money Market Fund, Mid Cap Value Fund, Municipal Bond Fund, Municipal Money
Market Fund, Stock Index Fund, Small Cap Index Fund, Socially Responsible Fund,
High Yield Bond Fund, Aggressive Growth LifeStyle Fund, Moderate Growth
LifeStyle Fund, Conservative Growth LifeStyle Fund. Shares of one class may not
be exchanged for shares of any other class of any North American Fund. Be aware
that exchanges are regarded as sales for federal and state income tax purposes
and could result in a gain or loss, depending on the original cost of shares
exchanged. Exchanges usually occur on the same day they are requested. The terms
of the exchange privilege may change and the privilege may be revoked at any
time without notice.
The Fund will not be responsible for any losses resulting from unauthorized
telephone transactions if it follows reasonable procedures designed to verify
the identity of the caller. The Fund will request personal or other information
from the caller, and will record calls. By establishing an account with the
Fund, you consent to all recording of telephone calls.
You may make exchanges over the telephone by calling 1-800-872-8037.
Reinstatement Privilege
If you redeem Class A shares (under $1 million) and reinvest within 90 days, you
will not have to pay a sales charge. If you redeem Class A shares over $1
million, or Class B or C shares and pay a deferred sales charge and then
reinvest within 90 days, your account will be credited the amount of the
deferred sales charge.
Systematic Withdrawal Plan
If you have an account balance of at least $10,000, you can set up a plan to
have redemptions paid to you, or someone you designate, on a monthly, quarterly,
semi-annual or annual basis. You can withdraw up to 12% of the account value
annually, if a monthly plan, up to 1% per month, without a deferred sales
charge. If you request this service after completing our application and
payments are to be made to someone other than yourself, you will have to provide
a signature guarantee. Redemption checks are generally mailed within two days
after redemption. The availability of this service may end, and a fee of up to
$5 per withdrawal may be charged with 30 days written notice to you.
Transfer of Shares
You may transfer Fund shares to family members and others at any time without a
sales charge. Consult your tax adviser concerning such transfers.
-20-
<PAGE>
North American Funds
286 Congress Street
Boston, Massachusetts 02210
(800) 872-8037
For Additional Information
More information about the Fund, including the SAI, is available to you free of
charge. To request additional information:
By Telephone
Call 1-800-872-8037
By Mail from the Funds (There is no fee)
Write to:
North American Funds
286 Congress Street
Boston, MA 02210
By Mail or in Person from the Public Reference Room of the Securities and
Exchange Commission (SEC). (You will pay a duplication fee.)
Visit or Write to:
SEC's Public Reference Section
450 Fifth Street, NW
Washington, D.C. 20549-6009
1-800-SEC-0330
Online at the SEC's Internet Site
Text-only versions of fund documents can be viewed online or downloaded from
http://www.sec.gov.
Statement of Additional Information (SAI)
The SAI provides additional information about the Trust and the North American
Funds.
<PAGE>
NORTH AMERICAN FUNDS:
JOSEPHTHAL STRATEGIC GROWTH FUND
Supplement Dated September __, 2000
to the
Statement of Additional Information
Dated ________, 2000
Disclosure relating to a new series of the Trust:
Josephthal Strategic Growth Fund
--------------------------------------------------------------------------
Note: This document supplements the North American Funds (the "Trust")
Statement of Additional Information dated ________, 2000 (the "Statement of
Additional Information") filed electronically with the Securities and Exchange
Commission via EDGAR on _______, 2000 - Registration Nos. 33-27958, 811-5797,
Accession Number: ________________ - and incorporated herein by reference.
--------------------------------------------------------------------------
1. Date of the Statement of additional Information.
The date of the Statement of Additional Information is hereby amended to
September __, 2000.
2. A New Series of the Trust.
The Trust intends to offer Class A, Class B and Class C shares of a new
series, the Josephthal Strategic Growth Fund (the "Fund").
3. Investment Policies and Risks.
The disclosure under "Investment and Risk Factors Applicable to Multiple
Funds" in the Statement of Additional Information applies to the Fund. With
respect to the disclosure under that heading related to illiquid securities, the
Fund is precluded from investing in excess of 15% of its net assets in
securities that are not readily marketable. The disclosure under "Hedging and
Other Strategic Transactions" applies to the Fund.
4. Investment Restrictions.
As a matter of fundamental policy, the Fund may not:
(1) With respect to 75% of its total assets, invest more than 5% of
its total assets at the time of purchase in the securities of any single
issuer (other than obligations issued
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<PAGE>
or guaranteed as to principal and interest by the U.S. Government or any of
its agencies or instrumentalities); except that the Fund may purchase
securities of other investment companies without regard to such limitation
to the extent permitted by (i) the 1940 Act, as amended from time to time,
(ii) the rules and regulations promulgated by the SEC under the 1940 Act,
as amended from time to time, or (iii) an exemption or other relief from
the provisions of the 1940 Act.
(2) With respect to 75% of its total assets, purchase more than 10% of
any class of the outstanding voting securities of any issuer; except that
the Fund may purchase securities of other investment companies without
regard to such limitation to the extent permitted by (i) the 1940 Act, as
amended from time to time, (ii) the rules and regulations promulgated by
the SEC under the 1940 Act, as amended from time to time, or (iii) an
exemption or other relief from the provisions of the 1940 Act.
(3) Invest more than 25% of its total assets in companies within a
single industry, provided, however, that this limitation excludes shares of
other open-end investment companies owned by the Fund but includes the
Fund's pro rata portion of the securities and other assets owned by any
such company. There are no limitations on investments made in instruments
issued or guaranteed by the U.S. Government and its agencies.
(4) Make loans except by purchasing debt securities in accordance with
its investment objective and policies or entering into repurchase
agreements, or by lending its portfolio securities to banks, brokers,
dealers and other financial institutions so long as the loans are made in
compliance with the 1940 Act, as amended, or the rules and regulations or
interpretations of the SEC.
(5) Borrow, except (i) from banks; (ii) to enter into reverse
repurchase agreements or to employ similar investment techniques, and
pledge its assets in connection therewith; and (iii) as a temporary measure
for extraordinary or emergency purposes and then, in no event, in excess of
33 1/3% of the Fund's total assets valued at the lower of market or cost.
If borrowings exceed 5% of the Fund's total assets, the Fund will not
purchase additional securities.
(6) Invest in physical commodities or contracts on physical
commodities.
(7) Purchase or sell real estate, although it may purchase and sell
securities of companies which deal in real estate and may purchase and sell
securities which are secured by interests in real estate.
(8) Underwrite the securities of other issuers.
-2-
<PAGE>
(9) Issue senior securities, as defined in the 1940 Act, except that
this restriction shall not be deemed to prohibit the Fund from (i) making
any permitted borrowings, mortgages or pledges, or (ii) entering into
repurchase transactions.
As a matter of non-fundamental policy, the Fund may not:
(1) Invest more than an aggregate of 15% of the Fund's net assets in
illiquid or restricted securities.
(2) Invest for the purpose of exercising control over management of
any company; except that the Fund may purchase securities of other
investment companies without regard to such limitation to the extent
permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules
and regulations promulgated by the SEC under the 1940 Act, as amended from
time to time, or (iii) an exemption or other relief from the provisions of
the 1940 Act.
(3) Invest in securities issued by other investment companies except
as part of a merger, reorganization or other acquisition and except to the
extent permitted by (i) the 1940 Act, as amended from time to time, (ii)
the rules and regulations promulgated by the SEC under the 1940 Act, as
amended from time to time, or (iii) an exemption or other relief from the
provisions of the 1940 Act.
5. Temporary Defensive Positions.
The Fund may invest temporarily up to 100% of its assets in cash or cash
equivalents, investment grade debt securities or repurchase agreements for
defensive purposes. Consistent with the Fund's investment objective and
policies, the subadvisor of the Fund, Josephthal & Co., Inc. ("Josephthal"), may
make changes in the portfolio consistent with the Fund's policies whenever it
believes doing so is in the best interest of the Fund.
6. Management of the Trust.
The disclosure under the headings "Management of the Fund" and "Investment
Management Arrangements" in the Statement of Additional Information applies to
the Fund and is incorporated herein by reference.
American General Asset Management Corp. ("AGAM") is the investment adviser
for the Fund. AGAM is owned by American General Corporation, which is a part of
American General Financial Group, a financial services company with
approximately $115 billion in assets and over $6 billion in total stockholders'
equity.
AGAM receives monthly Advisory Fees from the Fund at the maximum annual
rate of .900%, based on the average daily net assets of the Fund. Pursuant to a
Subadvisory
-3-
<PAGE>
Agreement between AGAM and Josephthal, AGAM pays Josephthal a monthly
subadvisory fee at the maximum annual rate of .500% of the average daily net
assets of the Fund.
The Sections "Distribution Plans," "Portfolio Brokerage," "Capital Stock,"
"Purchase, Redemption and Pricing," "Performance Information" and "Taxes" apply
to the Fund and are incorporated herein by reference. The Section "Multiple
Pricing System" applies to the Fund, with the exception that purchases of Class
A shares of less than $1 million are offered for sale at net asset value per
share plus a front end sales charge of up to 5.75% payable at the time of
purchase.
-4-
<PAGE>
Item 23. Exhibits
--------
(1) (a) Amended and Restated Agreement and Declaration of Trust dated
February 18, 1994. (8)
(b) Declaration of Trust Amendment -- Establishment and Designation
of Additional Series of Shares for the International Growth and
Income Fund, dated December 28, 1994. (8)
(c) Declaration of Trust Amendment - Establishment and Designation of
Classes A, B and C, dated March 17, 1994. (8)
(d) Declaration of Trust Amendment - Establishment and Designation of
Additional Series of Shares for the Growth Equity, International
Small Cap, and Small/Mid Cap Funds dated February 28, 1996. (8)
(e) Declaration of Trust Amendment - Redesignation of Series of
Shares of Beneficial Interest known as the Growth Fund dated
February 28, 1996. (8)
(f) Declaration of Trust Amendment - Redesignation of Series of
Shares of Beneficial Interest known as the Global Growth Fund and
the Asset Allocation Fund dated October 1, 1996. (8)
(g) Declaration of Trust Amendment - Establishment of the Tax-
Sensitive Equity Fund and Emerging Growth Fund series. (10)
(h) Declaration of Trust Amendment - Establishment of 11 additional
series of shares and 2 additional classes of shares. (14)
(2) By-laws of North American Funds -- previously filed as Exhibit (b)(2)
to North American Funds initial registration statement on Form N-1A
(File No. 33-27958) dated April 5, 1989. (10)
(3) See Articles 4 and 5 of the North American Funds Amended and Restated
Declaration of Trust; and see Articles 2 and 9 of the By-laws of North
American Funds.
(4) (a) Interim Investment Advisory Agreement dated March 10, 2000
between North American Funds and American General Asset
Management Corp. (14)
(b) Interim Subadvisory Agreement between American General Asset
Management Corp. and American General Investment Management, L.P.
dated March 10, 2000. (14)
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<PAGE>
(c) Subadvisory Agreement between American General Asset Management
Corp. and Wellington Management Company, dated March 10, 2000.
(14)
(d) Subadvisory Agreement between American General Asset Management
Corp. and Morgan Stanley Dean Witter Investment Management Inc.
dated March 10, 2000. (14)
(e) Subadvisory Agreement between American General Asset Management
Corp. and INVESCO Funds Group, Inc. dated March 10, 2000.
(14)
(f) Subadvisory Agreement between American General Asset Management
Corp. and Founders Asset Management LLC dated March 10, 2000.
(14)
(g) (Reserved)
(h) Subadvisory Agreement between American General Asset Management
Corp. and T. Rowe Price Associates, Inc. dated March 10,
2000. (14)
(i) Subadvisory Agreement between American General Asset Management
Corp. and Neuberger Bornan Management, Inc. dated March 10,
2000. (14)
(j) (Reserved)
(k) Subadvisory Agreement between American General Asset Management
Corp. and Credit Suisse Asset Management, LLC dated March 10,
2000. (15)
(l) Subadvisory Agreement between American General Asset Management
Corp. and Josephthal & Co., Inc. dated September 1, 2000 (16)
2
<PAGE>
(5) (a) Distribution Agreement Between North American Funds and American
General Funds Distributors, Inc. dated March 10, 2000. (14)
(b) Most Recent Form of Dealer Agreement Among American General Funds
Distributors, Inc. and Selected Broker-Dealers. (14)
(6) Not applicable.
(7) (a) Custodian Agreement Between North American Funds and Boston Safe
Deposit and Trust Company. (1)
(b) Custodian Agreement Between North American Funds and State Street
Bank and Trust Company. (1)
(c) Transfer and Shareholder Services Contract Between North American
Funds and State Street Bank and Trust Company. (1)
(d) Forms of Sub-Custodian Agreements Between State Street Bank and
Trust Company and the Bank of New York, Chemical Bank and Bankers
Trust. (5)
(8) Not applicable.
(9) (a) Opinion of Ruth Ann Fleming, Esq. (10)
3
<PAGE>
(b) Opinion of Christina M. Perrino, Esq. (10)
(c) Opinion of Christina M. Perrino, Esq. (4)
(d) Opinion of Christina M. Perrino, Esq. (10)
(e) Opinion of Jeffrey M. Ulness, Esq. (10)
(f) Opinion of Tracy A. Kane, Esq. (10)
(g) Opinion of Counsel of Betsy Anne Seel, Esq. (10)
(h) Opinion of Counsel of Betsy Anne Seel, Esq. (6)
(i) Opinion of Ropes & Gray dated December 18, 1997 regarding the
Tax-Sensitive Equity Fund and the Emerging Growth Fund. (10)
(j) Form of Opinion of Ropes & Gray regarding 10 new series of shares
of the Trust. (14)
(k) Form of Opinion of Ropes & Gray regarding the Josephthal
Strategic Growth Fund (16)
(10) Consent of PricewaterhouseCoopers LLP (13)
(11) Not applicable.
(12) Letter Containing Investment Undertaking of North American Life
Assurance Company. (3)
(13) (a) Amended and Restated Rule 12b-1 Distribution Plan for Class A
shares dated September 26, 1997. (9)
(b) Amended and Restated Rule 12b-1 Distribution Plan for Class B
shares dated September 26, 1997. (9)
(c) Amended and Restated Rule 12b-1 Distribution Plan for Class C
shares dated September 26, 1997. (9)
(14) Amended and Restated Rule 18f-3 plan dated February 27, 2000. (14)
(15) Code of Ethics (14).
(16) (a) Power of Attorney. (14)
(b) Power of Attorney. (14)
(c) Power of Attorney. (16)
4
<PAGE>
________________________________________________________________________________
(1) Previously filed as Exhibit to North American Fund's initial registration
statement on Form N-1A No. 33-27958) dated November 1, 1991.
(2) Previously filed as Exhibit to North American Fund's Post-Effective
Amendment No. 1 on Form N-1A (File No. 33-27958) dated December 29, 1989.
(3) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 2 on Form N-1A (File No. 33-27958) dated August 29, 1990.
(4) Previously filed as Exhibit to North American Fund's Post-Effective
Amendment No. 7 on Form N-1A (File No. 33-27958) dated November 1, 1991.
(5) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 17 on Form N-1A (File No. 33-27958) dated April 1, 1994.
(6) Previously filed as Exhibit to North American Funds Post effective
Amendment No. 21 on Form N1-A (File No. 33-27958) dated December 15, 1995.
(7) Previously filed as Exhibit to North American Funds Post-Effective
Amendment No. 22 on Form N-1A (File No. 33-27958) dated February 23, 1996.
(8) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 25 on Form N-1A dated December 30, 1996.
(9) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 26 on Form N-1A (File No. 33-27958) dated October 17, 1997.
(10) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 27 on Form N-1A (File No. 33-27958) dated December 30, 1997.
(11) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 28 on Form N-1A (File No. 33-27958) dated December 18, 1998.
(12) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 29 on Form N-1A (File No. 33-27958) dated March 1, 1999.
(13) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 31 on Form N-1A (File No. 33-27958) dated March 2, 2000.
(14) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 32 on Form N-1A (File No. 33-27958) dated March 17, 2000.
(15) Previously filed as Exhibit to North American Funds' Post-Effective
Amendment No. 33 on Form N-1A (File No. 37-27958) dated April 7, 2000.
(16) Filed herewith.
5
<PAGE>
Item 24. Persons Controlled by or Under Common Control with Registrant
-------------------------------------------------------------
No person is directly or indirectly controlled by the Registrant. With
respect to the portfolios of the Registrant, no person controls the Registrant
by virtue of share ownership in the Registrant.
While the Registrant disclaims any such control relationship, it may be
deemed to be controlled by its investment adviser by virtue of the advisory
relationship. In such case, the Registrant and its adviser, American General
Asset Management Corp. ("AGAM"), a Delaware corporation, may be deemed to be
under common control of the adviser's parent corporation. AGAM is a wholly-owned
subsidiary of American General Corporation ("American General"), a Texas
corporation which is based in Houston, Texas. American General is also the
parent company of American General Funds Distributors, Inc, a Delaware
corporation and the Registrant's distributor. American General is also the
parent company of American General Investment Management, L.P., the subadviser
to several of the Funds.
Item 25. Indemnification
---------------
Sections 6.4 and 6.5 of the Agreement and Declaration of Trust of the
Registrant provide that the Registrant shall indemnify each of its Trustees and
officers against all liabilities, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and against
all expenses, including but not limited to accountants and counsel fees,
reasonably incurred in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such trustee or officer may be or
may have been involved as a party or otherwise or with which such person may be
or may have been threatened, while in office or thereafter, by reason of being
or having been such a trustee or officer, except that indemnification shall not
be provided if it shall have been finally adjudicated in a decision on the
merits by the court or other body before which the proceeding was brought that
such trustee or officer (i) did not act in good faith in the reasonable belief
that his or her action was in the best interests of the Registrant or (ii) is
6
<PAGE>
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 such person's office.
Registrant has previously provided the undertaking set forth in Rule 481
under the Securities Act of 1933.
Item 26. Business and Other Connections of Investment Adviser
----------------------------------------------------
See "Management of the Fund" in the Prospectus and Statement of Additional
Information and "Investment Management Arrangements" in the Statement of
Additional Information for information regarding the business of the Adviser and
each of the Subadvisors. For information as to the business, profession,
vocation or employment of a substantial nature of each director, officer or
partner of the Adviser and each of the Subadvisors, reference is made to the
respective Form ADV, as amended, filed under the Investment Advisers Act of
1940, each of which is herein incorporated by reference.
Item 27. Principal Underwriters
----------------------
a. American General Funds Distributors, Inc., the Registrant's principal
underwriter, does not serve as principal underwriter, depositor or
investment adviser to any other investment company.
b. Officers and Directors of Principal Underwriter
Positions And
Name and Principal Positions and Offices Offices with
Business Address with Underwriter Registrant
------------------------ ----------------------- -------------------
Alice T. Kane* President Chairman &
President
Joseph T. Grause, Jr.* Vice President & Vice President
Treasurer
John I. Fitzgerald* Vice President & Vice President &
Secretary Secretary
7
<PAGE>
* c/o American General Asset Management Corp.
286 Congress Street
Boston, MA 02110
c. Not applicable.
Item 28. Location of Accounts and Records
--------------------------------
All accounts, books and other documents required to be maintained under
Section 31(a) of the Investment Company Act of 1940 are kept by American General
Asset Management Corp. the Registrant's investment adviser, at its offices at
286 Congress Street, Boston, Massachusetts 02210; by Credit Suisse Asset
Management, Inc. the investment subadvisor to the Small Cap Growth Fund, at its
offices at 466 Lexington Avenue., New York, New York, 10017-3147; by Wellington
Management Company, LLP, the investment subadvisor to the Growth & Income Fund,
Tax-Sensitive Equity Fund and the Equity-Income Fund at its offices at 75
State Street, Boston, Massachusetts 02109; by Founders Asset Management, LLC,
the investment adviser to the International Small Cap, Large Cap Growth Fund and
Growth Equity Fund, at its offices at 2930 East Third Avenue, Denver, Colorado
80206; by the Registrant at its principal business office located at 286
Congress Street, Boston, Massachusetts 02110; by T. Rowe Price Associates, Inc.,
the investment subadvisor to the Science & Technology Fund, at its offices at
100 East Pratt Street, Baltimore, Maryland 21202; by Morgan Stanley Dean Witter
Investment Management Inc., the investment subadvisor of the International
Equity Fund, at its offices at 1221 Avenue of the Americas, New York, New York
10020; by INVESCO Fund Group, Inc., 1166 Avenue of the Americas, New York, N.Y.
10036, the investment subadviser to the Balanced Fund and the Mid Cap Growth
Fund; by Neuberger Berman Management, Inc., 805 Third Avenue, New York, N.Y.
10158, investment subadviser to the Mid Cap Value Fund; by American General
Investment Management, L.P., 2929 Allen Parkway, Houston, Texas 77015, the
investment subadviser to the Strategic Income Fund, the Municipal Bond Fund, the
Money Market Fund, the Core Bond Fund, the Stock Index Fund, the Small Cap Index
Fund, the Socially Responsible Fund, the High Yield Bond Fund, the Aggressive
Growth Lifestyle Fund, the Moderate Growth Lifestyle Fund, the Conservative
Growth Lifestyle Fund, the Municipal Money Market Fund, and the U.S. Government
Securities Fund; by Josephthal & Co. Inc., the Investment Subadvisor of the
Josephthal Strategic Growth Fund, at its offices at 200 Park Avenue, 25th
Floor, New York, N.Y. 10166; by Boston Safe Deposit and Trust Company, custodian
for the Global Growth Fund's assets, at its offices at One Boston Place, Boston,
Massachusetts 02108; or by State Street Bank and Trust Company, the custodian
and transfer agent for all the other portfolios of the Registrant, at its
offices at 225 Franklin Street, Boston, Massachusetts 02110.
Item 29. Not applicable.
8
<PAGE>
Item 30. The Registrant undertakes to furnish to each person to whom a
prospectus of the Registrant is delivered a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, North American Funds has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Boston, and Commonwealth of
Massachusetts on the 15th day of June, 2000.
NORTH AMERICAN FUNDS
--------------------
Registrant
By: *
-----------------
Alice T. Kane,
President
Attest:
/s/ John I. Fitzgerald
----------------------
John I. Fitzgerald
Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amended Registration Statement has been signed by the following persons
in the capacities and on the 15th day of June, 2000.
Title
-----
* Trustee
---------------------------
William F. Devin
* Trustee, Chairman and President
---------------------------
Alice T. Kane
* Trustee
---------------------------
Kenneth J. Lavery
* Trustee
---------------------------
Joseph T. Grause, Jr.
* Trustee
---------------------------
Judith L. Craven
* Trustee
---------------------------
Timothy J. Ebner
* Trustee
---------------------------
Gustavo E. Gonzales, Jr.
Trustee
---------------------------
John E. Maupin, Jr.
* Trustee
---------------------------
Ben H. Love
/s/ Thomas J. Brown Treasurer; Principal
--------------------------- Financial and Accounting
Thomas J. Brown Officer
/s/ John I. Fitzgerald *By John I. Fitzgerald
--------------------------- Attorney-in-fact
John I. Fitzgerald
<PAGE>
Exhibit Index
4(1) Subadvisory Agreement between American General Asset Management Corp. and
Josephthal & Co., Inc. dated September 1, 2000.
9(k) Form of Opinion of Ropes & Gray regarding the Josephthal Strategic Growth
Fund.
16(c) Power of Attorney
