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As filed with the Securities and Exchange Commission on May 13, 1996
File No. 33-49570
File No. 811-6742
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 10
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 13
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MONARCH FUNDS
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 207-879-1900
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David I. Goldstein, Esq.
Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)
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It is proposed that this filing will become effective:
___ immediately upon filing pursuant to Rule 485, paragraph (b)
X on May 13, 1996 pursuant to Rule 485, paragraph (b)
- ---
___ 60 days after filing pursuant to Rule 485, paragraph (a)(i)
___ on [ ] pursuant to Rule 485, paragraph (a)(i)
___ 75 days after filing pursuant to Rule 485, paragraph (a)(ii)
___ on [ ] pursuant to Rule 485, paragraph (a)(ii)
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940; accordingly, no fee is payable herewith. A Rule 24f-2 Notice for the
Registrant's fiscal year ended August 31, 1995 was filed with the Commission on
October 27, 1995. EACH FUND OF REGISTRANT IS CURRENTLY STRUCTURED AS A MASTER-
FEEDER FUND.
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PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS.
Included in each Prospectus:
Not Applicable.
Included in each Statement of Additional Information:
Not Applicable.
(B) EXHIBITS.
(1) Copy of Trust Instrument (See Note A).
(2) Copy of Bylaws (See Note A).
(3) None.
(4) Form of Certificate for Shares (See Note C).
(5) (a) Form of Investment Advisory Agreement to be between Registrant
and Linden Asset Management, Inc. (See Note F.)
(b) Form of Subadvisory Agreement to be among Registrant, Linden
Asset Management, Inc. and Forum Advisors, Inc. (See Note F.)
(6) Form of Distribution Agreement to be between Registrant and Forum
Financial Services, Inc. (See Note B).
(7) None.
(8) Form of Custodian Agreement to be between Registrant and Imperial
Trust Company (See Note C).
(9) (a) Form of Management Agreement to be between Registrant and Forum
Financial Services, Inc. (See Note B).
(b) Copy of Transfer Agency and Fund Accounting Agreement between
Registrant and Forum Financial Corp. (See Note E).
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(c) Copy of Shareholder Service Plan between Registrant and Forum
Financial Services, Inc. (See Note G).
(10) Opinion of Kirkpatrick & Lockhart LLP (See Note C).
(11) None.
(12) None.
(13) Investment Representation letter (See Note C).
(14) None.
(15) Copy of Rule 12b-1 Plan of Registrant (See Note E).
(16) Schedule for Computation of Performance (See Note D).
(17) Not applicable.
(18) Copy of Rule 18f-3 Plan of Registrant (See Note G).
Other Exhibits:
(A) Power of Attorney, Maurice J. DeWald, Trustee of Registrant (See
Note C).
(B) Previously filed but no longer applicable to Registrant.
(C) Power of Attorney, Jack J. Singer, Trustee of Registrant (See
Note C).
(D) Previously filed but no longer applicable to Registrant.
(E) Power of Attorney, John Y. Keffer, Trustee of Registrant (See
Note C).
(F) Powers of Attorney, John Y. Keffer, James C. Cheng and J. Michael
Parish (See Note F).
(G) Powers of Attorney, Costas Azariadis (See Note G).
(H) Power of Attorney, Rudolph I. Estrada, Trustee of Registrant
(filed herewith).
(I) Power of Attorney, Robert M. Franko, Trustee of Registrant (filed
herewith).
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Note A: Filed as an exhibit to Registrant's Registration Statement on Form
N-1A, file number 33-49570 ("Registration Statement"), on July 10, 1992, and
incorporated herein by reference.
Note B: Filed as an exhibit to Pre-Effective Amendment No. 1 to the
Registration Statement on September 9, 1992, and incorporated herein by
reference.
Note C: Filed as an exhibit to Pre-Effective Amendment No. 2 to the
Registration Statement on October 23, 1992, and incorporated herein by
reference.
Note D: Filed as an exhibit to Post-Effective Amendment No. 1 to the
Registration Statement on May 3, 1993, and incorporated herein by reference.
Note E: Filed as an exhibit to Post-Effective Amendment No. 4 to the
Registration Statement on January 25, 1994, and incorporated herein by
reference.
Note F: Filed as an exhibit to Post-Effective Amendment No. 8 to the
Registration Statement on September 1, 1995, and incorporated herein by
reference.
Note G: Filed as an exhibit to Post-Effective Amendment No. 9 to the
Registration Statement on November 1, 1995, and incorporated herein by
reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None
ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF APRIL 30, 1996.
Title of Class of Shares
of Beneficial Interest Number of Holders
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Cash Fund
Universal Class 2
Institutional Class 13
Investor Class 6
Government Cash Fund
Universal Class 34
Institutional Class 118
Investor Class 2
Treasury Cash Fund
Universal Class 0
Institutional Class 11
Investor Class 8
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ITEM 27. INDEMNIFICATION.
Registrant's response to Item 27 of Post-Effective Amendment No. 4 to
Registration Statement on Form N-1A filed on January 15, 1994 (file number
33-49570) is incorporated herein by reference.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS.
FORUM ADVISORS, INC.
The description of Forum Advisors, Inc. under the captions "Management" and
"Management - Investment Subadviser" in the Prospectus and Statement of
Additional Information, constituting certain of Parts A and B, respectively, of
this Registration Statement, are incorporated by reference herein.
The following are the director and principal executive officers of Forum
Advisors, Inc., Two Portland Square, Portland, Maine 04101, including their
business connections which are of a substantial nature.
John Y. Keffer, Director, President and Secretary.
Chairman and President of the Registrant; President and Secretary of
Forum Financial Services, Inc. and of Forum Financial Corp. Mr.
Keffer is a director and/or officer of various registered investment
companies for which Forum Financial Services, Inc. serves as manager,
administrator and/or distributor.
David R. Keffer, Vice President and Treasurer.
Vice President, Assistant Secretary and Assistant Treasurer of the
Registrant; Vice President and Treasurer of Forum Financial Services,
Inc. and of Forum Financial Corp.
LINDEN ASSET MANAGEMENT, INC.
The description of Linden Asset Management, Inc. under the caption "Management"
and "Management - Investment Adviser" in the Prospectus and Statement of
Additional Information, constituting certain of Parts A and B, respectively, of
this Registration Statement, are incorporated by reference herein.
The following is the director and principal executive officer of Linden Asset
Management, Inc. including their business connections which are of a substantial
nature. The address of Linden Asset Management, Inc. is 812 N. Linden Street,
Beverly Hills, California 90212.
Anthony R. Fischer, Jr., Director, President and Secretary.
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President and Secretary of Linden Asset Management, Inc. since its
incorporation. Since September 1989 Mr. Fischer has managed his own
personal investments and performed independent research. Prior
thereto, he was Senior Vice President and Treasurer of United
California Savings Bank, Santa Ana, California.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Forum Financial Services, Inc., the Registrant's underwriter, serves as
underwriter to Norwest Funds, Norwest Select Funds, Stone Bridge Funds, Inc.,
Forum Funds, Sound Shore Fund, Inc., The Cutler Trust, Trans Adviser Funds,
Inc., The CRM Funds and Avalon Capital, Inc.
(b) John Y. Keffer, President and Secretary of Forum Financial Services, Inc.,
is the Chairman and President of Registrant. David R. Keffer, Vice President
and Treasurer of Forum Financial Services, Inc. Their business addresses are
Two Portland Square, Portland, Maine 04101.
(c) Not Applicable.
ITEM 30. LOCATION OF BOOKS AND RECORDS.
The majority of the accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder are maintained at the offices of Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101, and Forum Financial Corp., Two Portland
Square, Portland, Maine 04101. The records required to be maintained under
Rule 31a-1(b)(1) with respect to journals of receipts and deliveries of
securities and receipts and disbursements of cash are maintained at the offices
of the Registrant's custodian, as listed under "Custodian" in Part B to this
Registration Statement. The records required to be maintained under Rule
31a-1(b)(5), (6) and (9) are maintained at the offices of the Registrant's
adviser or subadviser, as listed in Item 28 hereof.
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
Registrant undertakes to:
(i) contain in its Trust Instrument or Bylaws provisions for assisting
shareholder communications and for the removal of trustees substantially similar
to those provided for in Section 16(c) of the Investment Company Act of 1940,
except to the extent such provisions are mandatory or prohibited under
applicable Delaware law.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Registrant certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to Rule 485(b) 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, thereto
duly authorized, in the City of Portland and State of Maine on the 6th day of
May, 1996.
MONARCH FUNDS
By:/s/ JOHN Y. KEFFER
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John Y. Keffer
President
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registration Statement has been signed below by the following persons on May
6, 1996.
SIGNATURES TITLE
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(a) Principal Executive Officer
/s/ John Y. Keffer Chairman, President
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John Y. Keffer
(b) Principal Financial and Accounting Officer
/s/ Michael D. Martins Treasurer
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Michael D. Martins
(c) A Majority of the Trustees
/s/ John Y. Keffer Trustee
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John Y. Keffer
Maurice J. DeWald Trustee
Rudolph I. Estrada Trustee
Robert M. Franko Trustee
Jack J. Singer Trustee
By: /s/ John Y. Keffer Trustee
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John Y. Keffer
Attorney in Fact*
* Pursuant to powers of attorney filed as Exhibits A, C, H and I to
Registrant's Registration Statement.
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INDEX TO EXHIBITS
Sequential
Exhibit Page Number
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Other
Exhibit (H) Power of Attorney, Rudolph I. Estrada.
(I) Power of Attorney, Robert M. Franko.
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OTHER EXHIBIT (H)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Rudolph I. Estrada constitutes and
appoints David I. Goldstein, Arthur J. Brown and R. Darrell Mounts and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N-1A and any
or all amendments thereto of Monarch Funds, and to file the same, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Rudolph I. Estrada
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Rudolph I Estrada
Dated: January 10, 1995
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OTHER EXHIBIT (I)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Robert M. Franko constitutes and
appoints John Y. Keffer, David I. Goldstein, Arthur J. Brown and R. Darrell
Mounts and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Monarch Funds, and to file the same,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Robert M. Franko
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Robert M. Franko
Dated: February 6, 1996
