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. 18 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 18 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, L.L.P.
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 Municipal
Income Fund, (4) The Starburst Government Income 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.);
+ 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 Nos. 33-30950 and
811-5900).
2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 filed on Form N-1A November 16, 1989 (File Nos. 33-30950
and 811-5900).
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed May 21, 1990. (File Nos. 33-30950 and
811-5900)
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 2 on Form N-1A filed May 23, 1990. (File Nos. 33-30950 and
811-5900)
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 3 on Form N-1A filed September 11, 1991. (File Nos. 33-
30950 and 811-5900)
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed January 9, 1992. (File Nos. 33-30950
and 811-5900)
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed February 14, 1992. (File Nos. 33-30950
and 811-5900)
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed May 27, 1992. (File Nos. 33-30950 and
811-5900)
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed September 25, 1992. (File Nos. 33-
30950 and 811-5900)
10. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed December 22, 1992. (File Nos. 33-30950
and 811-5900)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed October 14, 1992. (File Nos. 33-30950
and 811-5900)
(5) Copy of Investment Advisory Contract of the Registrant
(5.);
(i) Copy of Exhibits C and D to the Advisory Contract
(7.);
(ii) Form of new Investment Advisory Contract;+
(iii) Conformed Copy of Exhibit A to Investment
Management Contract (13.);
(6) Copy of Distributor's Contract of the Registrant (5.);
(i) Copy of Exhibits C and D to the Distributor's
Contract (7.);
(ii) Conformed Copy of Exhibit E to Distributor's
Contract (13.);
(iii) Conformed Copy of Exhibit F to the Distributor's
Contract (14.);
(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.);
(ii) Conformed Copy of Sales Agreement with Federated
Securities Corp. (14.);
(iii) Conformed Copy of Electronic Communications and
Recordkeeping Agreement (14.);
(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;
2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 filed on Form N-1A November 16, 1989 (File Nos. 33-30950
and 811-5900).
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 3 on Form N-1A filed September 11, 1991. (File Nos. 33-
30950 and 811-5900)
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed February 14, 1992. (File Nos. 33-30950
and 811-5900)
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed September 25, 1992. (File Nos. 33-
30950 and 811-5900)
10. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed December 22, 1992. (File Nos. 33-30950
and 811-5900)
12. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 15 on Form N-1A filed April 8, 1994.
(File Nos. 33-30950 and 811-5900)
13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed June 6, 1994. (File Nos. 33-30950 and
811-5900)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed August 3, 1994 (File Nos. 33-30950 and
811-5900)
(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.);
(v) Conformed Copy of Exhibit E to Distribution Plan
(13.);
(vi) Conformed Copy of Exhibit G to the Distribution
Plan (14.):
(16) Schedule for Computation of Fund Performance Data
(9.);
(17) Conformed Copy of Power of Attorney (12.);
(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 July 27, 1994
The Starburst Government Income Fund 2,239
The Starburst Government Money
Market Fund-Investment Shares 28
The Starburst Government Money
Market Fund-Trust Shares 8
The Starburst Money Market Fund-
Investment Shares 155
The Starburst Money Market Fund-
Trust Shares 5
The Starburst Municipal Income Fund 1,160
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 3 on Form N-1A filed September 11, 1991. (File Nos. 33-
30950 and 811-5900)
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed February 14, 1992. (File Nos. 33-30950
and 811-5900)
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed September 25, 1992. (File Nos. 33-
30950 and 811-5900)
12. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 15 on Form N-1A filed April 8, 1994.
(File Nos. 33-30950 and 811-5900)
13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed June 6, 1994. (File Nos. 33-30950 and
811-5900)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed August 3, 1994 (File Nos. 33-30950 and
811-5900)
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
and Manager of Investment
Banking Division
Harry B. Brock III* Senior Vice President
Ralph H. Cassell Senior Vice President
James G. Heslop Senior Vice President
Robert S. McKean Senior Vice President
Michael E. Murry Senior Vice President
John C. Neiman Senior Vice President
G. Ray Stone Senior Vice President
Randall Reynolds Senior Vice President Chief Executive
and Manager of Retail Officer: Compass
Investment Sales Brokerage, Inc.
Michael A. Bean Chief Accounting Officer
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)
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.
Dewey A. White Senior Vice President
and Manager of Investment
Banking Division
David N. Wright Senior Vice President
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.
Directors:
Other Substantial Business, Profession
Name and Addresses Vocation or Employment
Harry B. Brock, Jr. Retired since March 31, 1991 as Chairman of
701 South 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:
Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the
following open-end investment companies: Alexander Hamilton
Funds; American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money
Trust; BayFunds; The Biltmore Funds; The Biltmore Municipal
Funds; California Municipal Cash Trust; Cash Trust Series,
Inc.; Cash Trust Series II; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; 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 Institutional 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; 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; International Series
Inc.; 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; Managed Series Trust; Mark Twain Funds;
Marshall Funds, Inc.; Money Market Management, Inc.; The
Medalist Funds; Money Market Obligations Trust; Money Market
Trust; The Monitor Funds; Municipal Securities Income Trust;
New York Municipal Cash Trust; 111 Corcoran Funds; Peachtree
Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; SouthTrust
Vulcan Funds; Star Funds; The Starburst 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.; Vision Group of Funds, Inc.; and World
Investment Series, 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 --
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.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion 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
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis 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
R. Edmond Connell, Jr. 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
Jill Ehrenfeld 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
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns 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
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl 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
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
Robert F. Phillips 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
Jeffrey A. Stewart 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
William C. Tustin 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
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane 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:
All accounts and records required to be maintained by Section 31(a)
of the Investment COmpany Act of 1940 and Rules 31a-1 through 31a-3
promulgated thereunder are maintained at one of the following
locations:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Services Company Federated Investors Tower
("Transfer Agent and Dividend Pittsburgh, PA 15222-3779
Disbursing Agent")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
Compass Bank 701 S. 32nd Street
("Adviser for The Starburst Birmingham, AL 35233
Government Money Market Fund -
Trust Shares and Investment
Shares, The Starburst Money
Market Fund - Trust Shares and
Investment Shares, The Starburst
Government Income Fund and The
Starburst Municipal Income Fund.
"Investment Manager" for the
Starburst Equity Fund.)
Chicago Asset Management Company 70 West Madison Street
("Adviser" for The Starburst Chicago, IL 60602-4205
Equity Fund.)
Compass Bank 701 S. 32nd Street
("Custodian") Birmingham, AL 35233
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.
Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of Registrant's latest
annual report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, THE STARBURST FUNDS,
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(a) under the
Securities Act of 1933 and 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 30th day of September, 1994.
THE STARBURST FUNDS
BY: /s/C.Grant Anderson
C.Grant Anderson, Assistant Secretary
Attorney in Fact for John F. Donahue
September 30, 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 September 30, 1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
J. Christopher Donahue* President
(Chief Executive Officer)
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
John F. Donahue* Trustee
John T. Conroy, Jr.* 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
1
Exhibit 5(ii) under Form N-1A
Exhibit 10 under Reg.601 S-K
The Starburst Funds
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made between Compass Bank, an Alabama state member
bank located in Birmingham, Alabama (hereinafter referred to as "Manager"),
and Chicago Asset Management Company, a Delaware corporation located in
Chicago, Illinois (hereinafter referred to as the "Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby, agree
as follows:
1. The Manager, with the approval of the Trustees of The Starburst
Funds (the "Trust"), a Massachusetts business trust, hereby appoints the
Adviser as Investment Adviser for each of the portfolios (the "Funds") of
the Trust with respect to which Manager and Adviser execute an exhibit to
this Agreement, and Adviser hereby accepts the appointment. Subject to the
direction of the Trustees of the Trust and the Manager, Adviser shall
provide investment research and supervision of the investments of the Fund
and a continuous program of investment evaluation and of appropriate
purchase and sale or other disposition and reinvestment of the Fund's
assets.
2. For its services under this Agreement, Adviser shall receive from
Manager an annual fee ("the Advisory Fee"), as set forth in the exhibits
hereto. In the event that the fee due from the Fund to the Manager is
reduced in order to meet expense limitations imposed on the Fund by federal
or state securities laws, rules or regulations, or in the event that the
Manager, in its absolute discretion pursuant to Section 5 of the Investment
Management Contract, reduces its compensation, the Advisory Fee shall be
reduced in the same proportion as is the management fee due from the Trust
to the Manager. In the event the Manager is required, for any reason
whatsoever, to refund any portion of its fees to the Trust, the Adviser
shall refund to the Manager a portion of the Advisers' Advisory Fee in the
same proportion as the refund by the Manager bears to its total fee paid by
the Trust to the Manager.
3. The Adviser will keep the Trust and the Manager informed of
developments materially affecting the Funds and shall, on the Adviser's own
initiative, furnish to the Trust and the Manager from time to time whatever
information the Adviser believes appropriate for this purpose. In
addition, the Adviser will furnish to the Trustees of the Trust such
information regarding the Funds or the Adviser as shall be requested from
time to time by the Trustees.
4. The Adviser agrees that it will comply with the Investment Company
Act of 1940, as amended (the "Act"), and all rules and regulations
thereunder, the Investment Advisers Act of 1940, as amended (the "Advisers
Act") and all rules and regulations thereunder, all applicable federal and
state laws, rules and regulations, all policies and procedures set forth in
the registration statement and prospectuses with respect to the Funds, and
with any applicable procedures adopted by the Trustees of the Trust or by
the Manager.
5. The Adviser agrees that it will make available to the Manager and
the Trust promptly upon their request copies of all of its investment
records and ledgers with respect to the Fund to assist the Manager and the
Trust in monitoring compliance with the Act and the Advisers Act as well as
other applicable laws, rules and regulations. The Adviser will furnish the
Manager and Trustees of the Trust such periodic and special reports with
respect to the Fund as the Manager or the Trustees may reasonably request.
6. The Adviser agrees that it will immediately notify the Manager and
the Trust in the event that the Adviser or any of its affiliates: (i)
becomes subject to a statutory disqualification that prevents the Adviser
from serving as investment adviser pursuant to this Agreement; or (ii) is
or expects to become the subject of an administrative proceeding or
enforcement action by the Securities and Exchange Commission ("SEC") or
other regulatory authority. The Adviser has provided the information about
itself set forth in the Trust's Registration Statement on Form N-1A, as
amended from time to time (the "Registration Statement") and has reviewed
the description of its operations, duties and responsibilities as stated
therein and acknowledges that they are true and correct and contain no
material misstatement or omission and do not omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein not misleading, and it further agrees to notify the
Manager and the Trust's Administrator and Trustees immediately of any
material fact known to the Adviser respecting or relating to the Adviser
that is not contained in the Prospectus or Statement of Additional
Information of the Trust or that should be contained therein in order for
the statements contained therein to not be misleading.
7. The Adviser represents that it is an investment adviser registered
under the Advisers Act and all other applicable laws and that the
statements contained in the Adviser's registration under the Advisers Act
on Form ADV, as of the date hereof, are true and correct and do not omit to
state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading. The Adviser agrees to
maintain the completeness and accuracy of its registration on Form ADV in
accordance with all legal requirements relating to that Form. The Adviser
acknowledges that it is an "investment adviser" to the Fund within the
meaning of the Act and the Advisers Act.
8. In compliance with the requirements of Rule 31a-3 under the Act,
the Adviser hereby agrees that all records that it now or hereafter
maintains for the Trust are and shall remain the property of the Trust and
further agrees to surrender promptly to the Trust copies of any such
records upon the Trust's request. The Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the Act the records required
to be maintained by Rule 31a-1 under the Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period specified in
that Rule.
9. This Agreement shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with
respect to each Fund presently set forth on an exhibit (and any subsequent
Funds added pursuant to an exhibit during the initial term of this
Contract) for two years from the date of this Contract set forth above and
thereafter for successive periods of one year, subject to the provisions
for termination and all of the other terms and conditions hereof if: (a)
such continuation shall be specifically approved at least annually by the
vote of a majority of the Trustees of the Trust, including a majority of
the Trustees who are not parties to this Agreement or interested persons of
any such party (other than as Trustees of the Trust) cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified
the Trust in writing at least sixty (60) days prior to the anniversary date
of this Agreement in any year thereafter that it does not desire such
continuation with respect to the Fund. If a Fund is added after the first
approval by the Trustees as described above, this Agreement will be
effective as to that Fund upon execution of the applicable exhibit and will
continue in effect until the next annual approval of this Agreement by the
Trustees of the Trust and thereafter for successive periods of one year,
subject to approval as described above and termination as provided herein.
10. Notwithstanding any provision in this Agreement, this Agreement
may be terminated in the terminating party's absolute discretion, at any
time without the payment of any penalty by or other liability on the part
of the Trust, the Manager or the Adviser: (a) by the Trustees of the Trust
or by a vote of a majority of the outstanding voting securities (as defined
in Section 2(a)(42) of the Act) of the Fund on sixty (60) days' written
notice to Adviser; and (b) by Manager or Adviser upon 120 days' written
notice to the other party to the Agreement and to the Trust.
11. This Agreement shall automatically terminate: (a) in the event of
its assignment (as defined in the Investment Company Act of 1940); or (b)
in the event of termination of the Investment Management Contract for any
reason whatsoever. In addition, the Adviser shall not have the right to
subcontract or delegate any of its rights or responsibilities hereunder
without the consent of both the Trust and the Manager, and only in
compliance with the Act.
12. So long as both Manager and Adviser shall be legally qualified to
act as an investment adviser to the Fund, neither Manager nor Adviser shall
act as an investment adviser (as such term is defined in the Investment
Company Act of 1940) to the Fund except as provided herein and in the
Investment Management Contract or in such other manner as may be expressly
agreed between Manager and Adviser; provided, however, that the foregoing
shall not affect the Trustees' ability to terminate the Investment Advisory
Agreement without terminating the Investment Management Contract.
Provided, however, that if the Manager or Adviser shall resign or for
any other reason cease to be engaged as investment manager or investment
adviser respectively, prior to the end of any term of this Agreement
(including, without limitation, by reason of the Trustees' decision to
terminate or not renew the applicable contract with the Manager or the
Adviser) or for any reason be unable or unwilling to serve for a successive
term which has been approved by the Trustees of the Trust pursuant to the
provisions of Paragraph 9 of this Agreement or Paragraph 6 of the
Investment Management Contract, the remaining party, Manager or Adviser as
the case may be, shall not be prohibited from serving as an investment
adviser to such Fund by reason of the provisions of this Paragraph 12.
13. This Agreement may be amended from time to time by agreement of
the parties hereto provided that such amendment shall be approved both by
the vote of a majority of Trustees of the Trust, including a majority of
Trustees who are not parties to this Agreement or interested persons, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, of any
such party at a meeting called for that purpose, and (if required by the
Act) by the holders of a majority of the outstanding voting securities (as
defined in Section 2(a)(42) of the Investment Company Act of 1940) of the
Fund.
14. The Advisor shall not be deemed to be the agent of either the
Manager or the Trust, and in the performance of its duties under this
Agreement, the Advisor shall be deemed to be an independent contractor.
15. The Adviser agrees to indemnify, defend and hold harmless the
Trust, the Manager and each of their respective trustees, directors,
officers, shareholders and employees from and against any and all lawsuits,
proceedings, claims, losses, damages, liabilities, fines, penalties,
expenses and obligations whatsoever arising or alleged to arise from (a)
any act or omission of the Adviser or any of its officers, directors,
employees, agents or representatives (i) in the course of the performance
by the Adviser of its duties and responsibilities under this Agreement or
in the course of the exercise by the Adviser of any of its rights under
this Agreement and/or (ii) the failure of the Adviser to perform any of its
duties and responsibilities under this Agreement and/or (b) any statements
or omissions made in the Registration Statement or any Prospectus or any
amendment or supplement thereof pertaining to the Fund or the Trust in
reliance upon, and in conformity with, information furnished to the Trust
with respect to the Adviser by or on behalf of or with the approval of the
Adviser for use in the Registration Statement or any Prospectus or any
amendment or supplement thereof. The Adviser's obligations under this
Paragraph 15 shall survive the termination of this Agreement.
16. Manager is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees
that the obligations pursuant to this Contract of a particular Fund and of
the Trust with respect to that particular Fund be limited solely to the
assets of that particular Fund, and Manager shall not seek satisfaction of
any such obligation from any other Fund, the shareholders of any Fund, the
Trustees, officers, employees or agents of the Trust, or any of them.
17. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania; provided, however, that
nothing herein shall be construed in a manner inconsistent with the
Investment Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
18. This Contract will become binding on the parties hereto with
respect to a particular Fund upon their execution of the attached exhibits
to this Contract and shall inure exclusively to the benefit of the parties
hereto and to the Trust.
Exhibit A
The Starburst Funds
The Starburst Equity Fund
Investment Advisory Contract
For all services rendered by Adviser hereunder, Manager shall pay
Adviser an Advisory Fee equal to .30 of 1% of the average daily net assets
of the above-mentioned portfolio on the first $100 million of daily net
assets of the portfolio, and .35 of 1% of the average daily net assets on
assets of the portfolio in excess of $100,000,000. The Advisory Fee shall
be accrued, and paid at the same times and in the same manner as set forth
in the Investment Management Contract with respect to the fees paid to the
Investment Manager.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on their behalf by their duly authorized officers, and their
corporate seals to be affixed hereto this 1st day of December, 1993.
ATTEST: COMPASS BANK
__________________________ By:________________________________
Secretary Vice President
CHICAGO ASSET MANAGEMENT COMPANY
___________________________ By:________________________________
Secretary Vice President
