As filed with the Securities and Exchange Commission on October 8, 1998
Registration No. 333-53687
=============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|X|
Pre-Effective Amendment No. ___ |_|
Post-Effective Amendment No. 1 |X|
(Check Appropriate Box or Boxes.)
-----------------------
The Govett Funds, Inc.*
(Exact Name of Registrant as Specified in Charter)
250 Montgomery Street, Suite 1200
San Francisco, California 94194
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: (800) 731-1755
Alice L. Schulman
AIB Govett, Inc.
250 Montgomery Street, Suite 1200
San Francisco, California 94194
(Name and Address of Agent for Service)
Copies to:
Regina M. Pisa, P.C. Alan C. Porter, Esq.
Goodwin, Procter & Hoar LLP Piper & Marbury L.L.P.
One Exchange Place 1200 Nineteenth Street, N.W.
Boston, MA 02109-2881 Washington, DC 20036-2430
It is proposed that this filing will become effective upon filing pursuant to
Rule 485(b).
No filing fee is required because an indefinite number of shares have
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940. Pursuant to Rule 429, this Registration Statement relates to shares
previously registered on Form N-1A (File No. 33-37783).
___________________________________
* Relating to Institutional Class shares of Govett International Equity
Portfolio.
===============================================================
<PAGE>
THE GOVETT FUNDS, INC.
CROSS REFERENCE SHEET
PART A
INFORMATION REQUIRED IN THE PROSPECTUS
The information required by Items 1 through 9 of Form N-14 is incorporated
herein by reference to Part A of the Registration Statement filed with the
Commission on May 27, 1998.
<PAGE>
THE GOVETT FUNDS, INC.
CROSS REFERENCE SHEET
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
The information required by Items 10 through 14 of Form N-14 is
incorporated herein by reference to Part B of the Registration Statement filed
with the Commission on May 27, 1998.
<PAGE>
PART C
OTHER INFORMATION
Item 15. Indemnification
Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1
to the Registration Statement is incorporated herein by reference. The
Registrant has a liability policy under which the Registrant and its directors,
officers and affiliated persons are insured against certain liabilities.
Item 16. Exhibits
(1) Articles of Incorporation of the Registrant are incorporated by
reference to Exhibit 1 to the Registration Statement on Form N-1A
(File Nos. 33-37783 and 811-6229 ("Form N-1A").
(2) By-Laws of the Registrant are incorporated herein by reference to
Exhibit 2 to Form N-1A.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization is included in Part
A.
(5) Not applicable.
(6) (a) Investment Management Agreement dated December 24, 1997,
between the Registrant and AIB Govett, Inc. is incorporated
by reference to Exhibit 5a to Form N-1A.
(b) Investment Subadvisory Contract dated December 24, 1997
between AIB Govett, Inc. and AIB Govett Asset Management
Limited in incorporated by reference to Exhibit 5b to Form
N-1A.
(7) Distribution Agreement dated February 28, 1997, between the
Registrant and FPS Broker Services, Inc. is incorporated by
reference to Exhibit 6 to Form N-1A.
(8) Not applicable.
(9) Global Custodian Agreement dated December 16, 1991, as amended,
between the Registrant and The Chase Manhattan Bank is
incorporated by reference to Exhibit 8 to Form N-1A.
(10) (a) Distribution Plan and Service Plan is incorporated herein by
reference on Exhibit 15 to Registrant's Form N-1A.
<PAGE>
(b) Rule 18f-3 Plan is incorporated herein by reference to
Exhibit 18 to Registrant's Form N-1A.
(11) Opinion and consent of legal counsel is incorporated herein by
reference to Exhibit 10 to Registrant's Form N-1A.
(12) Form of opinion and consent of Piper & Marbury L.L.P. as to tax
matters.*
(13) Transfer Agency and Service Agreement dated February 28, 1997,
between the Registrant and FPS Services, Inc. is incorporated
herein by reference to Exhibit 9 to Registrant's Form N-1A.
(14) (a) (1) Consent of Price Waterhouse LLP, independent auditors of
the Registrant.
(2) Consent of Coopers & Lybrand L.L.P., independent auditors
of the Registrant.
(b) Consent of KPMG Peat Marwick LLP, independent auditors of
ARK Funds.
(15) Not applicable.
(16) Powers of Attorney of Directors of the Registrant is incorporated
herein by reference to Post-Effective Amendment No. 22 to
Registrant's Form N-1A.
(17) (a) Form of Proxy Card.
(b) Prospectus of the Registrant dated April 17, 1998,
Institutional Class Prospectus as supplemented May 22, 1998,
is incorporated herein by reference to Post-Effective
Amendment No. 22 to Registrant's Form N-1A.
(c) Statement of Additional Information of the Registrant dated
April 17, 1998 is incorporated herein by reference to
Post-Effective Amendment No. 22 to Registrant's Form N-1A.
(d) Prospectus of ARK Funds dated February 13, 1998 is
incorporated herein by reference to Post-Effective Amendment
No. 17 to ARK Funds' Registration Statement on Form N-1A.
(e) Statement of Additional Information of the ARK Funds dated
February 13, 1998 is incorporated herein by reference to
Post-Effective Amendment No. 17 to ARK Funds' Registration
Statement on Form N-1A.
-2-
<PAGE>
(f) Annual Report of The Govett Funds, Inc. for the fiscal year
ended December 31, 1997 is incorporated herein by reference
to the Registrant's filing with the SEC pursuant to Rule
30b-2 under the Investment Company Act of 1940.
(g) Annual Report of the ARK Funds for the fiscal year ended
April 30, 1997 is incorporated herein by reference to
Registrant's filing with the SEC pursuant to Rule 30b-2
under the Investment Company Act of 1940.
(h) Semi-Annual Report of the ARK Funds for the six months ended
October 31, 1997 is incorporated herein by reference to
Registrant's filing with the SEC pursuant Rule 30b-2 under
the Investment Company Act of 1940.
_______________________
* Filed herewith.
-3-
<PAGE>
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.
-4-
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant in the City of San Francisco, and State
of California on the 8th day of October, 1998.
THE GOVETT FUNDS, INC.
By: /s/ Sir Victor Garland
-----------------------------
Sir Victor Garland, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacity on the date indicated.
*
- -------------------------------
Elliott L. Atamian Director
*
- -------------------------------
Patrick Cunneen Chairman, Director
/s/ Sir Victor Garland
- -------------------------------
Sir Victor Garland President, Director
/s/ Colin Kreidewolf
- ------------------------------
Colin Kreidewolf Treasurer
(Principal Financial and
Accounting Officer)
*
- -----------------------------
James M. Oates Director
*
- -----------------------------
Frank R. Terzolo Director
*By: /s/ Alice L. Schulman October 8, 1998
------------------------
Alice L. Schulman, Attorney-in-Fact
EXHIBIT 12
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET WASHINGTON
Baltimore, Maryland 21201-3018 NEW YORK
410-539-2530 PHILADELPHIA
FAX: 410-539-0489 EASTON
July 24, 1998
ARK International Equity Portfolio
One Freedom Valley Drive
Oaks, Pennsylvania 19456
Re: Merger of ARK International Equity Portfolio into
Govett International Equity Fund
-------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to ARK International Equity Portfolio (the
"Acquired Fund"), a separately designated series of ARK Funds, a Massachusetts
business trust ("ARK Funds"), in connection with the transactions contemplated
by the Agreement and Plan of Reorganization, dated as of May 27, 1998 (the
"Reorganization Agreement"), by and between ARK Funds, on behalf of the Acquired
Fund, and The Govett Funds, Inc., a Maryland corporation ("Govett Funds"), on
behalf of Govett International Equity Fund (the "Acquiring Fund"), a separately
designated series of Govett Funds, providing, among other things, for the
transfer by the Acquired Fund of all of its assets the Acquiring Fund in
exchange for a certain number of shares of the Institutional Class of the
Acquiring Fund ("Acquiring Fund Shares") and the assumption by the Acquiring
Fund of certain specified liabilities of the Acquired Fund (the "Stated
Liabilities").
This opinion is delivered pursuant to section 3.2(a) of the Reorganization
Agreement. All capitalized terms used herein, unless otherwise specified, have
the meanings ascribed to them in the Reorganization Agreement.
In rendering our opinions, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants, statements and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Reorganization Agreement, the Proxy
Statement/Prospectus and such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below. Our opinions assume,
among other things, the accuracy as of the date hereof of such facts,
information, covenants, statements and representations, as well as an absence of
any change in the foregoing that are material to such opinions.
<PAGE>
PIPER & MARBURY
L.L.P.
ARK Funds
July 24, 1998
Page 2
We have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions related to the asset
transfer or contemplated by the Reorganization Agreement will be consummated at
the Closing Date in accordance with the Reorganization Agreement and as
described in the Proxy Statement/Prospectus. In addition, our opinion is
expressly conditioned on, among other things, the accuracy as of the date hereof
of statements and representations contained in certain officer and shareholder
certificates.
In rendering our opinion, we have considered the applicable provisions of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that such Code, Regulations, judicial decisions, administrative
interpretations and such other authorities are subject to change at any time
and, in some circumstances, with retroactive effect. A material change in any of
the authorities upon which our opinion is based could affect our conclusions
stated herein. In addition, there can be no assurance that the Internal Revenue
Service would not take a position contrary to that which is stated in this
opinion.
Based upon and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes:
(i) the transfer by the Acquired Fund of all of its assets to the
Acquiring Fund in exchange for Institutional Class shares of the Acquiring
Fund and the assumption by the Acquiring Fund of the Stated Liabilities,
and the distribution of such shares to the shareholders of the Acquired
Fund, as provided in the Reorganization Agreement, will constitute a
"reorganization" within the meaning of Section 368(a)(1) of the Code and
each such Fund will be a "a party to a reorganization" within the meaning
of Section 368(b) of the Code;
<PAGE>
PIPER & MARBURY
L.L.P.
ARK Funds
July 24, 1998
Page 3
(ii) no gain or loss will be recognized by the Acquired Fund on the
transfer of its assets to the Acquiring Fund in exchange for the Acquiring
Fund Shares and the assumption by the Acquired Fund of the Stated
Liabilities, and no gain or loss will be recognized by the Acquired Fund on
the distribution of the Acquiring Fund Shares to the Acquired Fund
Shareholders;
(iii) no gain or loss will be recognized by the Acquiring Fund upon
the receipt of the assets of the Acquired Fund in exchange for the
Acquiring Fund Shares and the assumption of the Stated Liabilities;
(iv) the adjusted basis of each asset of the Acquired Fund in the
hands of the Acquiring Fund will be the same as the adjusted basis of such
asset in the hands of the Acquired Fund immediately prior to the
Reorganization;
(v) the holding period of each asset of the Acquired Fund in the
hands of the Acquiring Fund will include the holding period of such asset
in the hands of the Acquired Fund immediately prior to the Reorganization;
(vi) no gain or loss will be recognized by the Acquired Fund
Shareholders upon the receipt of the Acquiring Fund Shares (including
fractional shares) solely in exchange for shares of the Acquired Fund;
(vii) the adjusted basis of the Acquiring Fund Shares (including
fractional shares) received by each Acquired Fund Shareholder will be the
same as the adjusted basis of the shares of the Acquired Fund surrendered
in exchange therefor; and
(viii) the holding period of the Acquiring Fund Shares (including
fractional shares) received by each Acquired Fund Shareholder will include
the holding period of the shares of the Acquired Fund surrendered in
exchange therefor, provided that such shares were held as a capital asset
in the hands of the Acquired Fund Shareholder on the date of the exchange.
<PAGE>
PIPER & MARBURY
L.L.P.
ARK Funds
July 24, 1998
Page 4
In accordance with the requirements of Item 601(b)(23) of Regulation S-K
under the Securities Act, we hereby consent to the use of our name in the Proxy
Statement/Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
