Reg. No.333-18571
811-6158
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Virtus Funds
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copies to:
C. Grant Anderson, Esquire Matthew G. Maloney, Esquire
Corporate Counsel Dickstein Shapiro
Morin &
Federated Investors
Oshinsky, LLP
Federated Investors Tower 2101 L
Street, N.W.
Pittsburgh, PA 15222-3779 Washington, D.C.
20037
It is proposed that this filing will become effective on February 20, 1997
pursuant to Rule 488. (Approximate Date of Proposed Public Offering).
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended, that it elects to register an indefinite amount of
securities under the Securities Act of 1933, as amended, and filed the
Notice required by that Rule for Registrant's fiscal year ended September
30, 1996 on November 15, 1996. Accordingly, no filing fee is submitted
herewith.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 1(A) OF FORM N-14 SHOWING LOCATION IN
PROSPECTUS OF INFORMATION REQUIRED BY FORM N-14
Item of Part A of Form N-14 and Caption Caption or Location
in Prospectus
1.Beginning of Registration
Statement and Outside Front Cross Reference
of Prospectus Cover Page Sheet; Cover Page
2.Beginning and Outside Back
Cover Page of Prospectus Table of Contents
3.Fee Table, Synopsis Information Summary of Fund
and Risk Factors Expenses;
Summary;
Risk Factors
4.Information About the Information About
the Transaction Proposal
5.Information About the Information About
Registrant Blanchard Funds,
The Virtus Funds,
Capital Growth and
Large Cap
6.Information About the Information About
Company Being Acquired Blanchard Funds,
The Virtus Funds,
Capital Growth and
Large Cap
7.Voting Information Voting Information
8.Interest of Certain Persons
and Experts Not Applicable
9.Additional Information
Required for Reoffering by
Persons Deemed to be
Underwriters Not Applicable
The Registrant hereby incorporates by reference, pursuant to Rule 411 under
the Securities Act of 1933, Parts A and B of its initial Registration
Statement on Form N-14 filed on December 23, 1996 (File Nos. 333-18571
and 811-6158).
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to trustees and officers of the
Registrant pursuant to the Registrant's Declaration of Trust, except where
such indemnification is not permitted by law. However, the Declaration of
Trust does not protect the trustees or officers from liability based on
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of their office.
Trustees and officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933
(the "Act").
Insofar as indemnification for liabilities arising under the Act
may be permitted to trustees, officers, and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by trustees,
officers, or controlling persons of the Registrant in connection with the
successful defense of any act, suit, or proceeding) is asserted by such
trustees, officers, or controlling persons in connection with the shares
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940 for trustees,
officers, or controlling persons of the Registrant by the Registrant
pursuant to the Declaration of Trust or otherwise, the Registrant is aware
of the position of the Securities and Exchange Commission as set forth in
Investment Company Act Release No. IC-11330. Therefore, the Registrant
undertakes that in addition to complying with the applicable provisions of
the Declaration of Trust or otherwise, in the absence of a final decision
on the merits by a court or other body before which the proceeding was
brought, that an indemnification payment will not be made unless in the
absence of such a decision, a reasonable determination based upon factual
review has been made (i) by a majority vote of a quorum of non-party
trustees who are not interested persons of the Registrant or (ii) by
independent legal counsel in a written opinion that the indemnitee was not
liable for an act of willful misfeasance, bad faith, gross negligence, or
reckless disregard of duties. The Registrant further undertakes that
advancement of expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, trustee, or controlling
person of the Registrant will not be made absent the fulfillment of at
least one of the following conditions: (i) the indemnitee provides
security for his undertaking; (ii) the Registrant is insured against losses
arising by reason of any lawful advances; or (iii) a majority of a quorum
of disinterested non-party trustees or independent legal counsel in a
written opinion makes a factual determination that there is reason to
believe the indemnitee will be entitled to indemnification.
Item 16. Exhibits
1.1 Conformed Copy of Declaration of Trust of the Registrant, as restated
(5)
2.1 Bylaws of the Registrant (1)
3 Not Applicable
4 Agreement and Plan of Reorganization dated December 20, 1996, between
Blanchard Funds, a Massachusetts business trust, on behalf of its
portfolio, Blanchard Capital Growth Fund, and The Virtus Funds, a
Massachusetts business trust, on behalf of its portfolio, The Style
Manager: Large Cap Fund (7)
5 Copy of Specimen Certificate for Shares of Beneficial Interest of the
Registrant (2)
6.1 Conformed Copy of Investment Advisory Contract of the Registrant, and
Amendment No. 1 thereto (6)
6.2 Conformed Copy of Sub-Advisory Contract of the Registrant (9)
7.1 Conformed Copy of Distributor's Contract of the Registrant (5)
7.2 Conformed Copy of Exhibits E and F to the Distributor's Contract of
the Registrant (6)
8 Not Applicable
9 Conformed Copy of Custodian Agreement of the Registrant (3)
9.1 Conformed Copy of Amendment No. 1 to Custodian Agreement of the
Registrant (6)
10.1 Conformed Copy of Distribution Plan of the Registrant, as amended (5)
10.2 Copy of Rule 12b-1 Agreement of the Registrant and Amendment Nos. 1
and 2 thereto (6)
10.3 Conformed Copy of Administrative Services Agreement of the Registrant
(6)
10.4 Conformed Copy of Previous Administrative Services Agreement of the
Registrant (6)
10.5 Conformed Copy of Multiple Class Plan of the Registrant (6)
11 Opinion of S. Elliott Cohan, Deputy General Counsel, Federated
Investors regarding legality of shares being issued (7)
12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax
consequences of Reorganization (4)
13.1 Conformed Copy of Agreement for Fund Accounting Services,
Administrative Services, Shareholder Recordkeeping Services and Custody
Services Procurement (3)
13.2 Conformed Copy of Withdrawal Agreement between The Blanchard Funds, on
behalf of Blanchard Capital Growth Fund, and Capital Growth Portfolio (to
be filed by Amendment)
14.1 Conformed Copy of Consent of Independent Auditors of The Virtus
Funds., Deloitte & Touche LLP *
14.2 Conformed Copy of Consent of Independent Auditors of The Blanchard
Funds., Deloitte & Touche LLP *
15 Not Applicable
16 Conformed Copy of Power of Attorney (7)
17.1 Declaration under Rule 24f-2 (7)
17.2 Form of Proxy of The Virtus Funds (7)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed on August 24, 1990. (File
Nos. 33-36451 and 811-6158)
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed November 24, 1993. (File Nos. 33-36451
and 811-6158)
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed June 20, 1994. (File Nos. 33-36451 and
811-6158)
(4) To be filed by Post-Effective Amendment pursuant to `Dear
Registrant''letter dated February 15, 1996.
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed December 21, 1994. (File Nos. 33-36451
and 811-6158)
(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 14 on Form N-1A filed November 22, 1996. (File Nos. 33-36451
and 811-6158)
(7) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed on December 23, 1996. (File
Nos. 333-18571 and 811-6158)
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, 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, 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.
3) The undersigned Registrant agrees to file by Post-Effective
Amendment the opinion of counsel regarding the tax consequences of the
proposed reorganization required by Item 16(12) of Form N-14 within a
reasonable time after receipt of such opinion.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, The Virtus Funds, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Pittsburgh, Commonwealth of Pennsylvania on January 21,
1997.
THE VIRTUS FUNDS
(Registrant)
By: *
Edward C. Gonzales
President and Treasurer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on
January 21, 1997:
* Chairman and Trustee
John F. Donahue
(Chief Executive Officer)
* President, Treasurer and Trustee
Edward C. Gonzales
(Principal Financial and Accounting Officer)
* Trustee
Thomas G. Bigley
* 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
John E. Murray, Jr., J.D., S.J.D.
* Trustee
Wesley W. Posvar
* Trustee
Marjorie P. Smuts
1* By: /s/ S. Elliott Cohan
Attorney in Fact
1* Such signature has been affixed pursuant to a Power of Attorney.
Exhibit 14.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of THE STYLE MANAGER: LARGE CAP FUND (a portfolio of The Virtus Funds)
We consent to the incorporation by reference in Pre-Effective Amendment No.
1 to this Registration Statement on Form N-14 (No. 333-18571) of The Style
Manager: Large Cap Fund (formerly, The Stock Fund) of our report dated
November 8, 1996, appearing in the Combined Annual Report to Shareholders
of The Virtus Funds for the year ended September 30, 1996, and to the
incorporation by reference of our report dated November 17, 1995
on the The Stock Fund incorporated by reference in the Combined Prospectus
and Combined Statement of Additional Information of The Stock Fund, for the
year ended September 30, 1995, both dated November 30, 1995 (revised
December 29, 1995 and March 15, 1996), and to the references to us within this
Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
January 21, 1997
Exhibit 14.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Trustees and Shareholders
of BLANCHARD CAPITAL GROWTH FUND
We consent to the incorporation by reference in Pre-Effective Amendment No. 1 to
this Registration Statement on Form N-14 (No. 333-18571) of The Style Manager:
Large Cap Fund (a portfolio of The Virtus Funds), of our report dated
December 20, 1996 on the Blanchard Capital Growth Fund appearing in the
Annual Report of Blanchard Capital Growth Fund for the year ended
October 31, 1996, and to the references to us within this Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
January 21, 1997
