REGISTRATION NO. 333-63785
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
|_| PRE-EFFECTIVE AMENDMENT NO. __ |X| POST-EFFECTIVE AMENDMENT NO. 1
(CHECK APPROPRIATE BOX OR BOXES)
THE INFINITY MUTUAL FUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
(614) 470-8000
(AREA CODE AND TELEPHONE NUMBER)
3435 STELZER ROAD, COLUMBUS, OHIO 43219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: NUMBER,
STREET, CITY, STATE, ZIP CODE)
(NAME AND ADDRESS OF AGENT FOR SERVICE)
ROBERT L. TUCH, ESQ.
3435 STELZER ROAD
COLUMBUS, OHIO 43219
COPY TO:
STUART H. COLEMAN, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038-4982
<PAGE>
It is proposed that this filing will become effective (check appropriate
box)
__X__ immediately upon filing pursuant to paragraph (b)
_____ on (date) pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(i)
_____ on (date) pursuant to paragraph (a)(i)
_____ 75 days after filing pursuant to paragraph (a)(ii)
_____ on (date) pursuant to paragraph (a)(ii) 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.
<PAGE>
THE INFINITY MUTUAL FUNDS, INC.
Form N-14
Cross Reference Sheet
Pursuant to Rule 481(a) Under the Securities Act of 1933
FORM N-14 ITEM NO. PROSPECTUS/PROXY
- ------------------ STATEMENT CAPTION
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PART A
Item 1. Beginning of Registration Statement Cover Page*
and Outside Front Cover Page of
Prospectus
Item 2. Beginning and Outside Back Cover Cover Page*
Page of Prospectus
Item 3. Synopsis Information and Risk Summary*
Factors
Item 4. Information About the Transaction Letter to Stockholders;
Summary; Reasons for the
Exchange; Information About
the Exchange*
Item 5. Information About the Registrant Letter to Stockholders;
Information About Each Fund*
Item 6. Information About the Company Letter to Stockholders;
Being Acquired Information About Each Fund*
Item 7. Voting Information Letter to Stockholders; Voting
Information*
Item 8. Interest of Certain Persons and Additional Information About
Experts the DG Funds and ISG Funds;
Financial Statements and
Experts*
Item 9. Additional Information Required Not Applicable
for Reoffering by Persons Deemed
to be Underwriters
Statement of Additional
INFORMATION CAPTION
PART B ------------------------
- ------
Item 10. Cover Page Statement of Additional
Information Cover Page*
Item 11. Table of Contents Not Applicable
Item 12. Additional Information about the Statements of Additional
Information Registrant of the
ISG Funds*
Item 13. Additional Information about the Statement of Additional
Company being Acquired Information of the DG Funds*
Item 14. Financial Statements Statement of Additional
Information*
PART C
Item 15. Indemnification
Item 16. Exhibits
Item 17. Undertakings
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* Incorporated herein by reference to the Registration Statement of the
Registrant on Form N-14 (File No. 333-63785).
<PAGE>
THE INFINITY MUTUAL FUNDS, INC.
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
The response to this item is incorporated by reference to Item
27 of Part C of Post-Effective Amendment No. 38 to the Registrant's Registration
Statement on Form N-1A, filed on April 30, 1998.
ITEM 16. EXHIBITS.
(1)(a) Registrant's Charter is incorporated by reference
to Exhibit (1) of Post-Effective Nos. 3, 26, and
36 to the Registration Statement on Form N-1A,
filed on June 22, 1990, April 30, 1996, and
March 31, 1998, respectively.
(2) Registrant's Bylaws are incorporated by reference
to Exhibit (2) of Pre-Effective Amendment No. 3
to the Registration Statement on Form N-1A,
filed on June 22, 1990.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization is
incorporated by reference to Exhibit 4 of the
Registrant's Registration Statement on Form N-14
filed on September 18, 1998.
(5) Not Applicable.
(6)(a) Investment Advisory Agreement with First American
National Bank is incorporated by reference to
Exhibit 6(a) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(6)(b) Sub-Investment Advisory Agreement between First
American National Bank and Lazard Asset
Management is incorporated by reference to
Exhibit 6(b) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(6)(c) Sub-Investment Advisory Agreement between First
American National Bank and Womack Asset
Management, Inc. is incorporated by reference to
Exhibit 6(c) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(7)(a) Distribution Agreement with BISYS Fund Services
Limited Partnership is incorporated by reference to
Exhibit 7(a) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(7)(b) Forms of Shareholder Services Plan Agreements is
incorporated by reference to Exhibit 7(b) of the
Registrant's Registration Statement on Form N-14
filed on September 18, 1998.
(7)(c) Forms of Distribution Plan Agreements is incorporated
by reference to Exhibit 7(c) of the Registrant's
Registration Statement on Form N-14 filed on
September 18, 1998.
(8) Not Applicable.
(9)(a) Custody Agreement with The Bank of New York is
incorporated by reference to Exhibit (8)(a) of
Pre-Effective Amendment No. 3 to the Registration
Statement on Form N-1A, filed on June 22, 1990.
(9)(b) Form of Foreign Sub-Custodian Agreement is
incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement on
Form N-1A, filed on February 10, 1994.
(10) Distribution Plan is incorporated by reference to
Exhibit 10 of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(11) Opinion and consent of Registrant's counsel
regarding the legality of the securities being
registered is incorporated by reference to
Exhibit 10 of Registrant's Registration
Statement on Form N-1A and to Registrant's
Rule 24f-2 Notices prior to amendment of Rule 24f-2.
(12) Opinion and consent of Stroock & Stroock & Lavan LLP
regarding tax matters.
(13)(a) Administration Agreement with BISYS Fund Services
Limited Partnership is incorporated by reference to
Exhibit 13(a) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(13)(b) Shareholder Services Plan is incorporated by
reference to Exhibit 13(b) of the Registrant's
Registration Statement on Form N-14 filed on
September 18, 1998.
(13)(c) Rule 18f-3 Plan for Registrant's Non-Money Market
Portfolios is incorporated by reference to
Exhibit 13(c) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(13)(d) Rule 18f-3 Plan for Registrant's Money Market
Portfolios is incorporated by reference to
Exhibit 13(d) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(14) Consent of Independent Auditors is incorporated by
reference to Exhibit 14 of the Registrant's
Registration Statement on Form N-14 filed on
September 18, 1998.
(15) Not Applicable.
(16) Powers of Attorney is incorporated by reference to
Exhibit 16 of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(17)(a) Form of Proxy is incorporated by reference to
Exhibit 17(a) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(17)(b) Registrant's Preliminary Prospectus and
Prospectus is incorporated by reference to
Exhibit 17(b) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
(17)(c) DG Funds' Prospectuses is incorporated by reference
to Exhibit 17(c) of the Registrant's Registration
Statement on Form N-14 filed on September 18, 1998.
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ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any
public reoffering of the securities registered
through the use of a prospectus which is a part of
this registration statement by any person or party
who is deemed to be an underwriter within the meaning
of Rule 145(c) of the Securities Act of 1933, as
amended, the reoffering prospectus will contain the
information called for by the applicable registration
form for reofferings by persons who may be deemed
underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The undersigned registrant agrees that every
prospectus that is filed under paragraph (1) above
will be filed as a part of an amendment to the
registration statement and will not be used until the
amendment is effective, and that, in determining any
liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be
deemed to be a new registration statement for the
securities offered therein, and the offering of the
securities at that time shall be deemed to be the
initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all of the requirements for effectiveness of
this Amendment to the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 14th day of
December, 1998.
THE INFINITY MUTUAL FUNDS, INC.
(Registrant)
By: /S/WILLIAM B. BLUNDIN
------------------------
William B. Blundin
President and Chairman
of the Board
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
/S/WILLIAM B. BLUNDIN President and Chairman December 14, 1998
- ---------------------- of the Board (Principal
William B. Blundin Executive Officer)
/S/GARY R. TENKMAN Treasurer (Principal December 14, 1998
- ---------------------- Financial and
Gary R. Tenkman Accounting Officer)
/S/NORMA A. COLDWELL Director December 14, 1998
- ---------------------
Norma A. Coldwell
/S/RICHARD H. FRANCIS Director December 14, 1998
- ---------------------
Richard H. Francis
/S/WILLIAM W. MCINNES Director December 14, 1998
- ---------------------
William W. McInnes
/S/ROBERT A. ROBINSON Director December 14, 1998
- ----------------------
Robert A. Robinson
<PAGE>
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EXHIBITS
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INDEX TO EXHIBITS
Page
(12) Opinion and consent of Stroock &
Stroock & Lavan LLP regarding tax matters..............
EXHIBIT (12)
December 11, 1998
DG Investor Series
5800 Corporate Drive
Pittsburgh, PA 15237-7010
The Infinity Mutual Funds, Inc.
3435 Stelzer Road
Columbus, OH 43219-3035
Ladies and Gentlemen:
You have requested our opinion as to certain Federal income tax consequences of
the reorganization contemplated by each Agreement and Plan of Reorganization,
substantially in the form included as Appendix C to the Registration Statement
on Form N-14 of The Infinity Mutual Funds, Inc. (Reg. No. 333-63785) (the
"Registration Statement"), between DG Investor Series, on behalf of each of DG
Equity Fund, DG Government Income Fund, DG International Equity Fund, DG Limited
Term Government Income Fund, DG Municipal Income Fund, DG Opportunity Fund, DG
Prime Money Market Fund and DG Treasury Money Market Fund (each, an "Acquired
Fund"), and The Infinity Mutual Funds, Inc., on behalf of each of ISG Large Cap
Equity Portfolio, ISG Government Income Portfolio, ISG International Equity
Portfolio, ISG Limited Duration U.S. Government Portfolio, ISG Municipal Income
Portfolio, ISG Small Cap Opportunity Portfolio, ISG Prime Money Market Portfolio
and ISG U.S. Treasury Money Market Portfolio (each, an "Acquiring Fund").
DG Investor Series is a Massachusetts business trust and is registered with the
Securities and Exchange Commission ("SEC") as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
Each Acquired Fund is a series (within the meaning of Section 851(g) of the
Internal Revenue Code of 1986, as amended (the "Code")) of DG Investor Series.
The Infinity Mutual Funds, Inc. is a corporation organized under the laws of the
State of Maryland and is registered with the SEC as an open-end management
investment company under the 1940 Act. Each Acquiring Fund is a series (within
the meaning of Section 851(g) of the Code) of The Infinity Mutual Funds, Inc.
In rendering this opinion, we have examined each Agreement and Plan of
Reorganization, the Registration Statement, the Prospectuses and Statements of
Additional Information of each Fund, incorporated by reference into the
Registration Statement, and such other documents as we have deemed necessary or
relevant for the purpose of this opinion. As to various questions of fact
material to this opinion, where relevant facts were not independently
established by us, we have relied upon statements of, and written information
provided by, representatives of each Fund. We also have examined such matters of
law as we have deemed necessary or appropriate for the purpose of this opinion.
We note that our opinion is based on our examination of such law, our review of
the documents described above, the statements and representations referred to
above and in the Registration Statement and the Agreements and Plans of
Reorganization, the provisions of the Code, the regulations, published rulings
and announcements thereunder, and the judicial interpretations thereof currently
in effect. Any change in applicable law or any of the facts and circumstances
described in the Registration Statement, or inaccuracy of any statements or
representations on which we have relied, may affect the continuing validity of
our opinion.
Capitalized terms not defined herein have the respective meanings given such
terms in the Agreement and Plan of Reorganization.
Based on the foregoing, it is our opinion that for Federal income tax purposes:
(a) The transfer of all of the respective Acquired Fund's assets in
exchange solely for the corresponding Acquiring Fund Shares and the assumption
by the Acquiring Fund of certain identified liabilities of the Acquired Fund,
followed by the Acquired Fund's distribution of those shares to the Acquired
Fund Shareholders constructively in exchange for their Acquired Fund shares,
will constitute a "reorganization" within the meaning of Section 368(a)(1)(D) of
the Code with respect to DG Limited Term Government Income Fund, DG Prime Money
Market Fund and DG Treasury Money Market Fund, and Section 368(a)(1)(F) of the
Code with respect to DG Equity Fund, DG Government Income Fund, DG International
Equity Fund, DG Municipal Income Fund and DG Opportunity Fund;
(b) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund in exchange solely for the Acquiring
Fund Shares and the assumption by the Acquiring Fund of certain identified
liabilities of the Acquired Fund;
(c) No gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund's assets to the Acquiring Fund in exchange solely
for the Acquiring Fund Shares and the assumption by the Acquiring Fund of
certain identified liabilities of the Acquired Fund or upon the subsequent
distribution (whether actual or constructive) of the Acquiring Fund Shares to
Acquired Fund Shareholders in constructive exchange for their shares of the
Acquired Fund;
(d) No gain or loss will be recognized by Acquired Fund Shareholders upon
the exchange of their Acquired Fund shares for the Acquiring Fund Shares;
(e) The aggregate tax basis for the Acquiring Fund Shares received by an
Acquired Fund Shareholder pursuant to the reorganization will be the same as the
aggregate tax basis of the Acquired Fund shares held by such shareholder
immediately prior to the reorganization, and the holding period of the Acquiring
Fund Shares to be received by the Acquired Fund Shareholder will include the
period during which the Acquired Fund shares exchanged therefor were held by
such Shareholder (provided the Acquired Fund shares were held as capital assets
on the date of the reorganization); and
(f) The tax basis of the Acquired Fund's assets acquired by the Acquiring
Fund will be the same as the tax basis of such assets to the Acquired Fund
immediately prior to the reorganization, and the holding period of the assets of
the Acquired Fund in the hands of the Acquiring Fund will include the period
during which those assets were held by the Acquired Fund.
We express no opinion as to the effect of the reorganization on any Acquired
Fund Shareholder that is required to recognize unrealized gains and losses for
Federal income tax purposes under a mark-to-market system of accounting.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus/Proxy
Statement included in the Registration Statement, and to the filing of this
opinion as an exhibit to any application made by or on behalf of the Acquiring
Fund or any distributor or dealer in connection with the registration and
qualification of the Acquiring Fund or the Acquiring Fund Shares under the
securities laws of any state or jurisdiction. In giving such permission, we do
not admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the SEC thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
