STARBURST FUNDS
485APOS, 1994-02-10
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                                           1933 Act File No. 33-30950
                                           1940 Act File No. 811-5900
 
                     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.   14                                X   
 
                                   and/or
 
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      X   
 
     Amendment No.   14                                               X   
 
                            THE STARBURST FUNDS
 
             (Exact Name of Registrant as Specified in Charter)
 
       Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
                  (Address of Principal Executive Offices)
 
                               (412) 288-1900
                      (Registrant's Telephone Number)
 
                        John W. McGonigle, Esquire,
                         Federated Investors Tower,
                    Pittsburgh, Pennsylvania 15222-3779
                  (Name and Address of Agent for Service)
 
 It is proposed that this filing will become effective:
 
     immediately upon filing pursuant to paragraph (b)
     on _________________ pursuant to paragraph (b)
  X  60 days after filing pursuant to paragraph (a)
     on                 pursuant to paragraph (a) of Rule 485.
 
 Registrant has filed with the Securities and Exchange Commission a 
 declaration pursuant to Rule 24f-2 under the Investment Company Act of 
 1940, and:
 
  X  filed the Notice required by that Rule on December 15, 1993; or
     intends to file the Notice required by that Rule on or about 
     ____________; or
     during the most recent fiscal year did not sell any securities pursuant 
  to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to 
  Rule 24f-2(b)(2), need not file the Notice.
 
                                 Copies to:
 
 Thomas J. Donnelly, Esquire               Charles H. Morin, Esquire
    Houston, Houston & Donnelly           Dickstein, Shapiro & Morin
 2510 Centre City Tower                    2101 L Street, N.W.
 650 Smithfield Street                     Washington, D.C.  20037
 Pittsburgh, Pennsylvania 15222
 
 

                         CROSS REFERENCE SHEET


      This Amendment to the Registration Statement of THE STARBURST 
FUNDS, which is comprised of 5 portfolios, (1) The Starburst Government 
Money Market Fund-Trust Shares and Investment Shares, (2) The Starburst 
Money Market Fund-Trust Shares and Investment Shares (3) The Starburst 
Government Income Fund, (4) The Starburst Government Fund and (5) The 
Starburst Equity Fund relates only to one of the portfolios, The 
Starburst Equity Fund, and is comprised of the following:

PART A.   INFORMATION REQUIRED IN A PROSPECTUS.

                                          Prospectus Heading
                                          (Rule 404(c) Cross Reference)

Item 1.     Cover Page                    (1-5) Cover Page.
Item 2.     Synopsis                      (1-5) Summary of Fund Expenses.
Item 3.     Condensed Financial 
            Information                   (1-5) Performance Information.
Item 4.     General Description of 
            Registrant                    (1-5) General Information; 
                                         Investment Information; Investment 
                                         Objective; Investment Policies; 
                                         Investment Limitations; (2-4) 
                                         Investment Risks; (3) Municipal 
                                         Bonds; Municipal Bond Insurance (1 
                                         and 2) Other Classes of Shares.
Item 5.     Management of the Fund        (1-5) The Starburst Funds 
                                         Information; Management of The 
                                         Starburst Funds; Distribution of 
                                         (Investment, Trust or Fund) Shares; 
                                         Administration of the Fund (and 
                                         Investment Shares or Trust Shares); 
                                         Expenses of the Fund (and Investment 
                                         or Trust Shares); Distribution Plan 
                                         (applies only to Portfolios 3, 4 and 
                                         5 named above and the Investment 
                                         Shares of Portfolios 1 and 2 above); 
                                         Administrative Arrangements (Trust 
                                         Shares only); Shareholder Servicing 
                                         Arrangements (applies only to 
                                         Portfolios 3, 4 and 5 named above 
                                         and the Investment Shares of 
                                         Portfolios 1 and 2 above).
Item 6.     Capital Stock and Other 
            Securities                    (1-5)Dividends; Capital Gains; 
                                         Shareholder Information; Voting 
                                         Rights; Massachusetts Partnership 
                                         Law; Effect of Banking Laws; Federal 
                                         Income Tax; (3) Pennsylvania 
                                         Corporate and Personal Property 
                                         Taxes; Other State and Local Taxes.
Item 7.     Purchase of Securities Being
            Offered                       (1-5) Net Asset Value; Investing in 
                                         (Investment Shares, Trust Shares or 
                                         the Fund); Share Purchases; Minimum 
                                         Investment Required; What Shares 
                                         Cost; Systematic Investment Program; 
                                         Certificates and Confirmations; 
                                         Purchases at Net Asset Value; Sales 
                                         Charge Reallowance; Reducing the 
                                         Sales Charge.
Item 8.     Redemption or Repurchase      (1-5) Retirement Plans; (1-5) 
                                         Exchange Privilege; (1-5) Redeeming 
                                         (Investment or Trust) Shares; By 
                                         Telephone; By Mail; Redemption 
                                         Before Purchase Instruments Clear; 
                                         Systematic Withdrawal Program; 
                                         Accounts with Low Balances; 
                                         Redemption in Kind.
Item 9.     Pending Legal Proceedings     None.
PART B.   INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10.    Cover Page                    (1-5) Cover Page.
Item 11.    Table of Contents             (1-5) Table of Contents.
Item 12.    General Information and 
            History                       (1-5) General Information About the 
                                         Fund.
Item 13.    Investment Objectives and 
            Policies                      (1-5) Investment Objectives and 
                                         Policies.
Item 14.    Management of the Fund        (1-5) The Starburst Funds 
                                         Management.
Item 15.    Control Persons and Principal
            Holders of Securities         Not Applicable.
Item 16.    Investment Advisory and Other
            Services                      (1-5) Investment Advisory Services; 
                                         Administrative Services; 
                                         Distribution Plan (applies only to 
                                         Portfolio 3 and 4 named above and 
                                         the Investment Shares of Portfolios 
                                         1 and 2 above); (4) Investment 
                                         Management Services.
Item 17.    Brokerage Allocation          (1-5) Brokerage Transactions.
Item 18.    Capital Stock and Other 
            Securities                    Not Applicable.
Item 19.    Purchase, Redemption and 
            Pricing of Securities Being 
            Offered                       (1-5) Purchasing (Investment or 
                                         Trust) Shares; Determining Net Asset 
                                         Value; (3-5) Exchang Privilege; 
                                         Redeeming (Investment or Trust) 
                                         Shares.
Item 20.    Tax Status                    (1-5) Tax Status.
Item 21.    Underwriters                  Not Applicable.
Item 22.    Calculation of Performance 
            Data                          (1, 2, 4 and 5) Yield; (1, 2 and 4) 
                                         Effective Yield; (3, 5) Total 
                                         Return; Yield (3) Tax-Equivalent 
                                         Yield; (1-5) Performance 
                                         Comparisons.
Item 23.    Financial Statements          (1-5) Financial Statements (to be 
                                         filed by amendment)

Part A and Part B are incorporated by reference to Registrant's Post-Effective 
Amendment No. 10 filed October 14, 1993 (File Nos. 33-30950 and 811-5900).

PART C.   OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:
            (a)   Financial Statements (to be filed by amendment)
            (b)   Exhibits:
                  (1)   Copy of Declaration of Trust of the Registrant (1.);
                        (i)   Amendment Nos. 1, 2, 3, 4, 5 to Declaration of 
                              Trust dated August 7, 1989 (2., 3., 5.);
                        (ii)  Amendment No. 6 to the Declaration of Trust 
                              dated August 7, 1989 (7.);
                        (iii) Amendment No. 7 to the Declaration of Trust 
                              dated August 7, 1989 (8.);
                  (2)   Copy of By-Laws of the Registrant (1.);
                  (3)   Not applicable;
                  (4)   Copy of Specimen Certificate for Shares of Beneficial 
                       Interest of the Registrant (11.);
                  (5)   Copy of Investment Advisory Contract of the Registrant 
                       (5.);
                        (i)   Copy of Exhibits C and D to the Advisory 
                              Contract (7.);
                  (6)   Copy of Distributor's Contract of the Registrant (5.);
                        (i)   Copy of Exhibits C and D to the Distributor's 
                              Contract (7.);


                     

  + Exhibits have been filed electronically.

 1.   Response is incorporated by reference to Registrant's Initial 
     Registration Statement on Form N-1A filed September 7, 1989.  (File 
     No. 33-30950).
 2.   Response is incorporated by reference to Registrant's Pre-Effective 
     Amendment No. 1 filed on Form N-1A November 16, 1989 
     (File No. 33-30950).
 3.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 1 on Form N-1A filed May 21, 1990.  (File No. 33-30950)
 4.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 2 on Form N-1A filed May 23, 1990.  (File No. 33-30950)
 5.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 3 on Form N-1A filed September 11, 1991.  (File No. 
     33-30950)
 6.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 5 on Form N-1A filed January 9, 1992.  (File No. 33-30950)
 7.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 5 on Form N-1A filed February 14, 1992.  (File No. 
     33-30950)
 8.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 5 on Form N-1A filed May 27, 1992.  (File No. 33-30950)
 9.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 8 on Form N-1A filed September 25, 1992.  (File No. 
     33-30950)
10.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 9 on Form N-1A filed December 22, 1992.  (File No. 
     33-30950)
11.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 10 on Form N-1A filed October 14, 1992.  (File No. 
     33-30950 and 811-5900)

                  (7)   Not applicable;
                  (8)   Copy of new Custodian Agreement of the Registrant 
                       (7.);
                  (9)   Copy of Agency Agreement of the Registrant (5.);
                        (i)   Conformed copy of Fund Accounting and 
                              Shareholder Recordkeeping Agreement (7.);
                  (10)        Copy of Opinion and Consent of Counsel as 
                       to legality of shares being registered (2.);
                  (11)  (i)         Copy of Consent of the Independent 
                              Auditors;
                  (12)        Not applicable;
                  (13)        Copy of Initial Capital Understanding 
                       (2.);
                  (14)        Not applicable;
                  (15)  (i)         Copy of Distribution Plan (5.);
                        (ii)  Copy of 12b-1 Agreement (5.);
                        (iii) Copy of Exhibits C and D to the Distribution 
                              Plan (7.);
                        (iv)  Copy of Amendment No. 2 to the Rule 12b-1 
                              Agreement (7.);
                  (16)        Schedule for Computation of Fund 
                       Performance Data (9.);
                  (17)        Power of Attorney (10.);
                  (18)        Not Applicable.

Item 25.    Persons Controlled by or Under Common Control with Registrant

            None

Item 26.    Number of Holders of Securities:

                                                Number of Record Holders
            Title of Class                       as of February 8, 1994 

            The Starburst Government Income Fund             3672

            The Starburst Government Money
              Market Fund-Investment Shares                  40

            The Starburst Government Money
              Market Fund-Trust Shares                       8



                      

 2.   Response is incorporated by reference to Registrant's Pre-Effective 
     Amendment No. 1 filed on Form N-1A November 16, 1989 
     (File No. 33-30950).
 5.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 3 on Form N-1A filed September 11, 1991.  (File No. 
     33-30950)
 7.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 5 on Form N-1A filed February 14, 1992.  (File No. 
     33-30950)
 9.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 8 on Form N-1A filed September 25, 1992.  (File No. 
     33-30950)
10.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 9 on Form N-1A filed December 22, 1992.  (File No. 
     33-30950)

            The Starburst Money Market Fund-
              Investment Shares                              206

            The Starburst Money Market Fund-
              Trust Shares                                   5

            The Starburst Municipal Income Fund              1356

Item 27.    Indemnification:  (4.)

Item 28.    Business and Other Connections of Investment Adviser:

            For a description of the other business of Central Bank of the 
           South, the investment adviser, see the section entitled 
           "Management of the Starburst Funds" in Part A.

            The Executive Officers of the investment adviser are:

                                                         Other Substantial
                              Position with              Business, Profession,
Name                           the Adviser               Vocation or Employment

D. Paul Jones, Jr.            Chairman, President,       Chairman, Chief
                              Chief Executive Officer,   Executive Officer,
                              Treasurer and Director     Treasurer and Director 
                                                        of Compass Bancshares, 
                                                        Inc.; Director of 
                                                        Golden Enterprises, 
                                                        Inc. (snack food and 
                                                        metal fastener 
                                                        production and 
                                                        distribution), the 
                                                        principal business 
                                                        address of which is 
                                                        110 South Sixth 
                                                        Street, Birmingham, 
                                                        Alabama 35205


Byrd Williams                 Executive Vice President

Christina L. Boles            Senior Vice President,
                              Correspondent and
                              Investment Services
                              Director

Harry B. Brock III*           Senior Vice President      
                              Birmingham Region          

Ralph H. Cassell              Senior Vice President,
                              Consumer Banking

Robert S. McKean              Senior Vice President,
                              Metropolitan Banking


                     

 4.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 2 on Form N-1A filed May 23, 1990.  (File No. 33-30950)
Michael E. Murry              Senior Vice President,
                              Trust Division

John C. Neiman                Senior Vice President,
                              National Banking
                              Division

G. Ray Stone                  Senior Vice President,
                              Senior Credit Policy
                              Officer

Randall Reynolds              Senior Vice President
                              and Manager of Retail
                              Investment Sales

Michael A. Bean               Chief Accounting Officer

Jerry W. Powell               General Counsel            General Counsel and
                              and Secretary              Secretary of Compass
                                                         Bancshares, Inc.

Richard H. Votel              Senior Vice President      President: Compass
                                                         Bancshares Insurance,
                                                         Inc.

Jerry L. Goodson              Vice President             President: Compass
                                                         Brokerage, Inc.

The business address for each of the above-listed persons is 15 South 20th 
Street, Birmingham, Alabama 35233.

The principal business address of Compass Bank, Compass Bancshares, Inc. and 
Compass Bancshares Insurance, Inc. is 15 South 20th Street, Birmingham, Alabama 
35233.

*Harry B. Brock III is the son of Harry B. Brock, Jr., a director of Compass 
Bank and the brother of Stanley M. Brock, a director of Compass Bank.

                                 Other Substantial Business, Profession
                                 Vocation or Employment                

Harry B. Brock, Jr.              Retired since March 31, 1991 as Chairman of 
701 S. 32nd Street               the Board, Chief Executive Officer and 
Birmingham, Alabama 35233        Treasurer of Compass Bancshares, Inc. and 
                                Compass Bank.  Mr. Brock is the father of 
                                Stanley M. Brock, a director of Compass Bank 
                                and of Harry B. Brock III, an officer of 
                                Compass Bank.

Charles W. Daniel                President, Dantract, Inc. (real estate
200 Office Park Drive            investments), Suite 100, 200 Office Park 
Suite 100                        Drive, Birmingham, Alabama 35223.
Birmingham, Alabama 35223

William Eugene Davenport         President and Chief Operating Officer of 
Russell Lands, Inc.              Russell Lands, Inc. (real estate 
1 Willowpoint Road               development), 1 Willowpoint Road, Alexander 
Alexander City, Alabama 35010    City, Alabama 35010.

Marshall Durbin, Jr.             President of Marshall Durbin & Company, Inc.
Marshall Durbin & Co., Inc.      (poultry processing), 3125 Independence 
3125 Independence Drive          Drive, Birmingham, Alabama 35209.
Birmingham, Alabama 35209

Tranum Fitzpatrick               Chairman of Guiford Company, Inc. and 
Fitzpatrick & Associates         President of Guiford Capital and Empire-
2600 East South Boulevard        Rouse (real estate investment and 
Montgomery, Alabama 36116        development), 2600 East South Boulevard, 
                                Montgomery, Alabama 36116.

D. Paul Jones, Jr.               Chairman, Chief Executive Officer and 
Compass Bancshares, Inc.         Treasurer of Compass Bancshares, Inc. and 
15 South 20th Street             Compass Bank; President of Compass Bank;
Birmingham, Alabama 35233        Director of Golden Enterprises, Inc. (snack 
                                food and metal fastener production and 
                                distribution), 110 South Sixth Street, 
                                Birmingham, Alabama 35205.

G. W. "Red" Leach, Jr.           Former proprietor of Red Leach and Sons 
418 Chestnut Street              Insurance (insurance sales), 418 Chestnut 
Gadsden, Alabama 35901           Street, Gadsden, Alabama 35901.

Goodwin L. Myrick                President and Chairman of the Board, Alabama
Alfa Corporation                 Farmers Federation, Alfa Corporation, Alfa
2108 East South Boulevard        Insurance Companies and Alfa Services, Inc.
Montgomery, Alabama 36116        (agriculture and insurance), the principal 
                                address of each of which is 2108 East South 
                                Boulevard, Montgomery, Alabama 36116, and a 
                                dairy farmer; Director of Alfa Corporation.

John S. Stein                    President and Chief Executive Officer of
Golden Enterprises, Inc.         Golden Enterprises, Inc. (snack food and
110 South Sixth Street           metal fastener production and distribution),
Montgomery, Alabama 35205        110 South Sixth Street, Birmingham, Alabama 
                                35205; Director of Golden Enterprises, Inc.

Garry Neil Drummond, Sr.         Chief Executive Officer of Drummond Company,
Drummond Company, Inc.           Inc. (coal and coke production, real estate 
530 Beacon Parkway West          investment), 530 Beacon Parkway West,
Birmingham, Alabama 35209        Birmingham, Alabama 35209.

Stanley M. Brock                 Partner, Balch & Bingham (law firm), 
Balch & Bingham                  Suite 2600, 1901 Sixth Avenue North,
Suite 2600                       Birmingham, Alabama 35203; Mr. Brock is
1901 Sixth Avenue North          the son of Harry B. Brock, Jr., a director of
Birmingham, Alabama 35203        Compass Bank, and the brother of Harry B. 
                                Brock III, an officer of Compass Bank.


                                 Directors

Harry B. Brock, Jr.        Marshal Durbin, Jr.        G.W. "Red" Leach, Jr.
Stanley M. Brock           Garry Neil Drummond, Sr.   Goodwin L. Myrick
William Eugene Davenport   Tranum Fitzpatrick         John S. Stein
Charles W. Daniel          D. Paul Jones, Jr.

Item 29.    Principal Underwriters:

            (a) Federated Securities Corp., the Distributor for shares of the 
                Registrant, also acts as principal underwriter for the 
                following open-end investment companies:  A.T. Ohio Tax-Free 
                Money Fund; American Leaders Fund, Inc.; Annuity Management 
                Series; Automated Cash Management Trust; Automated Government 
                Money Trust; BankSouth Select Funds; BayFunds;  The Biltmore 
                Funds; The Biltmore Municipal Funds; The Boulevard Funds; 
                California Municipal Cash Trust; Cambridge Series Trust; Cash 
                Trust Series, Inc.; Cash Trust Series II; DG Investor Series; 
                Edward D. Jones & Co. Daily Passport Cash Trust; FT Series, 
                Inc.; Federated ARMs Fund;  Federated Exchange Fund, Ltd.; 
                Federated GNMA Trust; Federated Government Trust; Federated 
                Growth Trust; Federated High Yield Trust; Federated Income 
                Securities Trust; Federated Income Trust; Federated Index 
                Trust; Federated Intermediate Government Trust; Federated 
                Master Trust;  Federated Municipal Trust; Federated 
                Short-Intermediate Government Trust; Federated Short-Term 
                U.S. Government Trust; Federated Stock Trust; Federated 
                Tax-Free Trust; Federated U.S. Government Bond Fund; 
                Financial Reserves Fund; First Priority Funds; First Union 
                Funds; Fixed Income Securities, Inc.; Fortress Adjustable 
                Rate U.S. Government Fund, Inc.; Fortress Municipal Income 
                Fund, Inc.; Fortress Utility Fund, Inc.; Fountain Square 
                Funds; Fund for U.S. Government Securities, Inc.; Government 
                Income Securities, Inc.; High Yield Cash Trust; Independence 
                One Mutual Funds; Insight Institutional Series, Inc.; 
                Insurance Management Series; Intermediate Municipal Trust; 
                Investment Series Funds, Inc.; Investment Series Trust; 
                Liberty Equity Income Fund, Inc.; Liberty High Income Bond 
                Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty 
                U.S. Government Money Market Trust; Liberty Utility Fund, 
                Inc.; Liquid Cash Trust; Mark Twain Funds; Marshall Funds, 
                Inc.; Money Market Management, Inc.; Money Market Obligations 
                Trust; Money Market Trust; The Monitor Funds; Municipal 
                Securities Income Trust; New York Municipal Cash Trust; 111 
                Corcoran Funds; The Planters Funds; Portage Funds; RIMCO 
                Monument Funds; The Shawmut Funds; Short-Term Municipal 
                Trust; Signet Select Funds; SouthTrust Vulcan Funds; Star 
                Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; 
                Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments 
                Trust; Tower Mutual Funds; Trademark Funds; Trust for 
                Financial Institutions; Trust for Government Cash Reserves; 
                Trust for Short-Term U.S. Government Securities; Trust for 
                U.S. Treasury Obligations; Vision Fiduciary Funds, Inc.; and 
                Vision Group of Funds, Inc.

                Federated Securities Corp. also acts as principal underwriter 
                for the following closed-end investment company:  Liberty 
                Term Trust, Inc.- 1999.


            (b)

         (1)                           (2)                       (3)
Name and Principal             Positions and Offices      Positions and Offices
 Business Address                 With Underwriter         With Registrant 


Richard B. Fisher              Director, Chairman, Chief    Vice President
Federated Investors Tower      Executive Officer, Chief
Pittsburgh, PA 15222-3779      Operating Officer, and 
                               Asst. Treasurer, Federated
                               Securities Corp.

Edward C. Gonzales             Director, Executive Vice     Vice President,
Federated Investors Tower      President, and Treasurer,    Treasurer and
Pittsburgh, PA 15222-3779      Federated Securities         Trustee
                               Corp.

John W. McGonigle              Director, Executive Vice     Vice President and
Federated Investors Tower      President, and Assistant     Secretary
Pittsburgh, PA 15222-3779      Secretary, Federated
                               Securities Corp.

John A. Staley, IV             Executive Vice President     Vice President
Federated Investors Tower      and Assistant Secretary,    
Pittsburgh, PA 15222-3779      Federated Securities Corp.  

John B. Fisher                 President-Institutional Sales,    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz                  President-Broker/Dealer,          --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer             Executive Vice President of       --
Federated Investors Tower      Bank/Trust
Pittsburgh, PA 15222-3779      Federated Securities Corp.

James S. Hamilton              Senior Vice President,            --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

James R. Ball                  Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark W. Bloss                  Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd                Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs                  Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Laura M. Deger                 Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

            (b)

         (1)                           (2)                       (3)
Name and Principal             Positions and Offices      Positions and Offices
 Business Address                 With Underwriter         With Registrant 


Jill Ehrenfeld                 Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.           Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher               Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark D. Fisher                 Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives           Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons              Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton                Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler              Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Dennis M. Laffey               Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Michael Miller              Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Jeffrey Niss                Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Keith Nixon                    Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. O'Brien             Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV            Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

            (b)

         (1)                           (2)                       (3)
Name and Principal             Positions and Offices      Positions and Offices
 Business Address                 With Underwriter         With Registrant 


Robert F. Phillips             Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion             Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed                 Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan                Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charles A. Robison             Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears                Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ               Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts               Vice President,                   --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr.         Assistant Vice President,         --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Philip C. Hetzel               Assistant Vice President,         --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joseph Kennedy              Assistant Vice President,         --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

S. Elliott Cohan               Secretary, Federated         Assistant
Federated Investors Tower      Securities Corp.             Secretary
Pittsburgh, PA 15222-3779



            (c)   Not applicable.


Item 30.    Location of Accounts and Records:  (4.)

Item 31.    Management Services:  Not applicable.

Item 32.    Undertakings:  

            Registrant hereby undertakes to comply with the provisions of 
           Section 16(c) of the 1940 Act with respect to the removal of 
           Trustees and the calling of special shareholder meetings by 
           shareholders.

            Registrant hereby undertakes to file a post-effective amendment on 
           behalf of The Starburst Equity Fund, using financial statements 
           which need not be certified, within four to six months from the 
           effective date of Registrant's 1933 Act Registration Statement.









 4.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 2 on Form N-1A filed May 23, 1990.  (File No. 33-30950)


 
                                  SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933 and the 
 Investment Company Act of 1940, the Registrant, THE STARBURST FUNDS, has duly 
 caused this Amendment to its Registration Statement to be signed on its 
 behalf by the undersigned, thereunto duly authorized, all in the City of 
 Pittsburgh and Commonwealth of Pennsylvania, on the 10th day of February, 
 1994.
 
                             THE STARBURST FUNDS
 
                   BY: /s/C. Grant Anderson
                   C. Grant Anderson, Assistant Secretary
                   Attorney in Fact for John F. Donahue
                   February 10, 1994
 
 
 
 
     Pursuant to the requirements of the Securities Act of 1933, this 
 Amendment to its Registration Statement has been signed below by the 
 following person in the capacity and on the date indicated:
 
     NAME                            TITLE                         DATE
 
 By: /s/C. Grant Anderson
     C. Grant Anderson            Attorney In Fact          February 10, 1994
     ASSISTANT SECRETARY          For the Persons
                                  Listed Below
 
     NAME                            TITLE
 
 John F. Donahue*                 President
                                  (Chief Executive Officer)
 
 Edward C. Gonzales*              Vice President, Treasurer
                                  and Trustee
                                  (Principal Financial and
                                  Accounting Officer)
 
 John T. Conroy*                  Trustee
 
 William J. Copeland*             Trustee
 
 James E. Dowd*                   Trustee
 
 Lawrence D. Ellis, M.D.*         Trustee
 
 Edward L. Flaherty, Jr.*         Trustee
 
 Peter E. Madden*                 Trustee
 
 Gregor F. Meyer*                 Trustee
 
 Wesley W. Posvar*                Trustee
 
 Marjorie P. Smuts*               Trustee
 
 * By Power of Attorney
 



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