1933 Act File No. 33-
1940 Act File No. 811-58437
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SHAWMUT 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)
It is proposed that this filing will become effective on
February 26, 1995,
or as soon thereafter as is practicable, 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
that it elects to register an indefinite amount of securities under the
Securities Act of 1933 and filed the Notice required by that Rule on December
21, 1994 for Registrant's most recent fiscal year October 31, 1994.
Therefore, a filing fee will not be submitted because of the Registrant's
reliance on Rule 24f-2.
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 Cover Page
of Prospectus.......................... Cross-Reference Sheet; Cover Page
2. Beginning and Outside Back Cover
Page of Prospectus.................... Table of Contents
3. Synopsis Information and Risk Factors. Summary; Comparison of Investment
Policies and Risk Factors
4. Information About the Transaction..... Information About the
Reorganization
5. Information About the Registrant...... Information About the Trust,
Quantitative Equity Fund, and
Growth Equity Fund
6. Information About the Company
Being Acquired........................ Information About the Trust,
Quantitative Equity Fund, and
Growth Equity Fund
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 SHAWMUT FUNDS
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO SHAREHOLDERS OF SHAWMUT GROWTH EQUITY FUND
A Special Meeting of Shareholders of Shawmut Growth Equity Fund ("Growth
Equity Fund") will be held at 2:00 p.m. on April 21, 1995, at the offices of
Growth Equity Fund, Federated Investors Tower, 19th Floor, Pittsburgh,
Pennsylvania 15222-3779 for the following purposes:
1. To approve or disapprove a proposed Agreement and Plan of
Reorganization between Growth Equity Fund and Shawmut Quantitative
Equity Fund ("Quantitative Equity Fund"), dated January 25, 1995,
whereby Quantitative Equity Fund would acquire all of the assets
of Growth Equity Fund in exchange for Quantitative Equity Fund
shares to be distributed pro rata by Growth Equity Fund to its
shareholders in complete liquidation and dissolution of Growth
Equity Fund; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
By Order of the Board of Trustees,
Dated: March 2, 1995 John W. McGonigle
Secretary
SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS FEBRUARY 21, 1995, ARE
ENTITLED TO VOTE AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD. YOUR VOTE IS
IMPORTANT.
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND TO SAVE THE EXPENSE OF
FURTHER MAILINGS, PLEASE MARK YOUR PROXY CARD, SIGN IT, AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
YOU MAY REVOKE YOUR PROXY AT ANY TIME AT OR BEFORE THE MEETING OR VOTE IN
PERSON IF YOU ATTEND THE MEETING.
SHAWMUT GROWTH EQUITY FUND
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Shareholder:
The Board of Trustees and management of Shawmut Growth Equity Fund ("Growth
Equity Fund"), a portfolio of The Shawmut Funds (the "Trust"), are pleased to
submit for your vote a proposal to sell all of Growth Equity Fund's assets to
Shawmut Quantitative Equity Fund ("Quantitative Equity Fund"), also a
portfolio of the Trust. Quantitative Equity Fund has an investment objective
similar to that of Growth Equity Fund. As part of the transaction,
shareholders in Growth Equity Fund would receive shares in Quantitative Equity
Fund equal in value to their shares in Growth Equity Fund and Growth Equity
Fund would be dissolved.
The Board of Trustees of Growth Equity Fund, as well as Shawmut Bank, N.A.,
the Fund's adviser, believe the proposed agreement and plan of reorganization
is in the best interests of Growth Equity Fund shareholders for the following
reasons:
-- The reorganization of Growth Equity Fund is expected to provide
operating efficiencies as a result of the common management and
investment advisory services provided to Quantitative Equity Fund.
-- The transaction may result in economies of scale to the extent
that certain expenses previously borne by Growth Equity Fund will
be shared by Quantitative Equity Fund.
We believe the sale of Growth Equity Fund's assets in this transaction will
present an excellent investment opportunity for our shareholders. Your vote
on the transaction is critical to its success. The sale will be effected only
if approved by a majority of Growth Equity Fund's outstanding shares on the
record date voted in person or represented by proxy. We hope you share our
enthusiasm and will participate by casting your vote in person, or by proxy if
you are unable to attend the meeting. Please read the enclosed
prospectus/proxy statement carefully before you vote. If you have any
questions, please feel free to call us at 1-800-SHAWMUT.
Thank you for your prompt attention and participation.
Sincerely,
THE SHAWMUT FUNDS
Edward C. Gonzales
President
PROSPECTUS/PROXY STATEMENT
March 2, 1995
Acquisition of the Assets of
SHAWMUT GROWTH EQUITY FUND
By and in exchange for shares of
SHAWMUT QUANTITATIVE EQUITY FUND
Portfolios of THE SHAWMUT FUNDS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-SHAWMUT
This Prospectus/Proxy Statement describes the proposed Agreement and Plan of
Reorganization (the "Plan"), dated January 25, 1995, whereby Shawmut
Quantitative Equity Fund ("Quantitative Equity Fund") would acquire all of the
assets of Shawmut Growth Equity Fund ("Growth Equity Fund"), both portfolios
of The Shawmut Funds, a Massachusetts business trust (the "Trust"), in
exchange for Quantitative Equity Fund shares to be distributed pro rata by
Growth Equity Fund to its shareholders in complete liquidation and dissolution
of Growth Equity Fund. As a result of the Plan, each shareholder of Growth
Equity Fund will become the owner of Quantitative Equity Fund shares having a
total value equal to the total value of his or her holdings in Growth Equity
Fund.
The Trust is an open-end management investment company which currently
includes several portfolios, each of which has its own investment objective.
Quantitative Equity Fund and Growth Equity Fund are both portfolios of the
Trust. The investment objective of Quantitative Equity Fund is to provide
growth of capital while Growth Equity Fund's investment objective is to
provide long-term capital appreciation. Both Quantitative Equity Fund and
Growth Equity Fund pursue their respective investment objectives by investing
in the same general categories of securities, including common stocks,
convertible securities, securities of foreign issuers, options and futures
contracts, stock index futures, swap agreements, indexed securities, options,
restricted securities, illiquid securities, securities of other investment
companies, short-term money market instruments rated in one of the top two
rating categories by a nationally recognized statistical rating organization,
securities issued and/or guaranteed as to payment of principal and interest by
the U.S. government, its agencies, or instrumentalities, repurchase
agreements, and reverse repurchase agreements. An investment in Quantitative
Equity Fund or Growth Equity Fund is neither insured nor guaranteed by the
United States government, or its agencies. Nor does it represent an
obligation of any bank, including Shawmut Bank. For a comparison of the
investment policies of Quantitative Equity Fund and Growth Equity Fund, see
"Summary-Investment Objectives and Policies."
This Prospectus/Proxy Statement should be retained for future reference. It
sets forth concisely the information about the Trust and Quantitative Equity
Fund that a prospective investor should know before investing. The Combined
Prospectus of The Shawmut Equity Funds dated December 31, 1994, is
incorporated herein by reference. The Combined Prospectus includes
information concerning Quantitative Equity Fund. Statements of Additional
Information for Quantitative Equity Fund dated December 31, 1994 (relating to
Quantitative Equity Fund's prospectus of the same date) and March 2, 1995
(relating to this Prospectus/Proxy Statement) containing additional
information have been filed with the Securities and Exchange Commission and
are incorporated herein by reference. Copies of the Statements of Additional
Information may be obtained without charge by writing or calling the Trust at
the address and telephone number shown above.
THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT DEPOSITS OR
OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY SHAWMUT BANK, AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN QUANTITATIVE
EQUITY FUND OR GROWTH EQUITY FUND INVOLVES INVESTMENT RISKS, INCLUDING
FLUCTUATIONS IN VALUE AND EARNINGS AND THE POSSIBLE LOSS OF PRINCIPAL
INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
(Will be generated when document is complete)
Summary. __
Risk Factors. __
Information About the Reorganization. __
Information About the Trust, Quantitative Equity Fund, and
Growth Equity Fund. __
Voting Information. __
Agreement and Plan of Reorganization. Exhibit A
Pro Forma Financial Statements. Exhibit B
SUMMARY
About the Proposed Reorganization
The Board of Trustees (the "Board") of The Shawmut Funds (the "Trust")
has voted to recommend to shareholders on behalf of its portfolios,
Shawmut Growth Equity Fund ("Growth Equity Fund") and Shawmut
Quantitative Equity Fund ("Quantitative Equity Fund"), the approval of
an Agreement and Plan of Reorganization (the "Agreement"), dated January
25, 1995, whereby Quantitative Equity Fund would acquire all of the
assets of Growth Equity Fund in exchange for Quantitative Equity Fund
shares to be distributed pro rata by Growth Equity Fund to its
shareholders in a complete liquidation and dissolution of Growth Equity
Fund (the "Reorganization"). A copy of the Agreement is attached to
this Proxy/Prospectus and designated as Exhibit A. As a result of the
Reorganization, each shareholder of Growth Equity Fund will become the
owner of Quantitative Equity Fund shares having a total value equal to
the total value of his or her holdings in Growth Equity Fund on the date
of the Reorganization, i.e., the Closing Date.
As a condition to the Reorganization transactions, the Trust on behalf of
itself and Growth Equity Fund will receive an opinion of counsel that the
Reorganization will be considered a tax-free "reorganization" under applicable
provisions of the Internal Revenue Code of 1986, as amended, so that no gain
or loss will be recognized by either the Trust or Growth Equity Fund or their
shareholders. The tax cost basis of Quantitative Equity Fund shares received
by Growth Equity Fund shareholders will be the same as the tax cost basis of
their shares in Growth Equity Fund.
After the acquisition is completed, Growth Equity Fund will dissolve as a
portfolio of the Trust. The Trust will continue to be registered as an
investment company under the Investment Company Act of 1940.
Investment Objective and Policies
The investment objective of Quantitative Equity Fund is to provide growth of
capital while Growth Equity Fund's investment objective is to provide long-
term capital appreciation. Both Quantitative Equity Fund and Growth Equity
Fund pursue their respective investment objectives by investing in the same
general categories of securities including common stocks, convertible
securities, securities of foreign issuers, options and futures contracts,
stock index futures, swap agreements, indexed securities, options, restricted
securities, illiquid securities, securities of other investment companies,
short-term money market instruments rated in one of the top two rating
categories by a nationally recognized statistical rating organization,
securities issued and/or guaranteed as to payment of principal and interest by
the U.S. government, its agencies, or instrumentalities, repurchase
agreements, and reverse repurchase agreements.
Advisory Fees and Expense Ratios
Quantitative Equity Fund's and Growth Equity Fund's investment adviser is
Shawmut Bank, N.A. (the "Adviser"), which currently makes investment decisions
for the Quantitative Equity Fund and Growth Equity Fund. With respect to
Quantitative Equity Fund, the Adviser utilizes the services of Marque
Millenium Group Limited, as described below. The arrangement with the Adviser
is identical for Quantitative Equity Fund and Growth Equity Fund. The Adviser
may receive an annual investment advisory fee of up to 1.00% of each of
Quantitative Equity Fund's and Growth Equity Fund's average daily net assets.
The Adviser may undertake to waive a portion of its advisory fee, up to the
amount of the advisory fee, to reimburse Quantitative Equity Fund and Growth
Equity Fund for operating expenses in excess of limitations established by
certain states. The Adviser may further voluntarily waive a portion of its
fee or reimburse Quantitative Equity Fund and Growth Equity Fund for certain
operating expenses. The Adviser can terminate such voluntary waiver or
reimbursement policy with either Quantitative Equity Fund or Growth Equity
Fund at any time at its sole discretion.
The principal difference between Quantitative Equity Fund's and Growth Equity
Fund's payment of advisory fees is that Quantitative Equity Fund has a sub-
adviser, Marque Millenium Group Limited ("Marque Millenium" or the "Sub-
Adviser"), to whom the Adviser pays a portion of the advisory fees that it
collects. For the services provided and the expenses incurred by the Sub-
Adviser pursuant to the sub-advisory agreement, Marque Millenium is entitled
to receive an annual fee of one-half of the total advisory fee being charged
(up to .50 of 1.00% of Quantitative Equity Fund's average daily net assets
being paid to the Sub-Adviser), payable by the Adviser. Marque Millenium may
elect to waive some or all of its fee. In no event shall Quantitative Equity
Fund be responsible for any fees due to the Sub-Adviser for its services to
the Adviser.
Distribution Arrangements
Currently, Federated Securities Corp., a subsidiary of Federated Investors,
("FSC" or the "distributor") is the principal distributor of Quantitative
Equity Fund and Growth Equity Fund. If the Reorganization is consummated, FSC
would continue to be the principal distributor with Quantitative Equity Fund.
In addition, Quantitative Equity Fund and Growth Equity Fund now operate under
the same distribution plan adopted in accordance with Investment Company Act
Rule 12b-1 (the "Plan"), and Quantitative Equity Fund would continue to
operate under the Plan if the Reorganization proceeds. Under the Plan,
Quantitative Equity Fund and Growth Equity Fund pay to FSC an amount computed
at an annual rate of up to .50 of 1% of the average daily net asset value of
the Investment Shares of the respective funds. FSC may, from time to time and
for such periods as it deems appropriate, voluntarily reduce its compensation
under the Plan. FSC may select financial institutions such as banks,
fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide distribution and/or administrative services as
agents for their clients or customers who own Investment Shares of
Quantitative Equity Fund or Growth Equity Fund. The Plan and fees associated
thereto which is currently in effect for either Quantitative Equity Fund and
Growth Equity Fund would continue for Quantitative Equity Fund if the
Reorganization is consummated.
Purchase and Redemption Procedures
Procedures for the purchase and redemption of Quantitative Equity Fund shares
are identical to procedures currently applicable to the purchase and
redemption of Growth Equity Fund shares. Any questions about such procedures
may be directed to, and assistance in effecting purchases or redemptions of
Quantitative Equity Fund shares may be obtained by calling 1-800-SHAWMUT.
Reference is made to the Shawmut Equity Funds Prospectus for Quantitative
Equity Fund and Growth Equity Fund dated December 31, 1994 (the "Combined
Prospectus"), for a complete description of the purchase and redemption
procedures applicable to purchases and redemptions of Quantitative Equity Fund
and Growth Equity Fund shares, respectively.
Exchange Privileges
Shareholders in Quantitative Equity Fund and Growth Equity Fund currently have
an identical exchange privilege. If the Reorganization is consummated,
shareholders from Growth Equity Fund would continue to have these exchange
privileges as shareholders of Quantitative Equity Fund. Shareholders in
Quantitative Equity Fund and Growth Equity Fund may exchange Investment
Shares, with a minimum net asset value of $1,000, except retirement plan
accounts, which must have a minimum net asset value of $500, for shares of the
same designated class of other funds advised by Shawmut Bank at net asset
value without the payment of a sales load. Investment Shares of either
Quantitative Equity Fund or Growth Equity Fund with a sales load may currently
be exchanged at net asset value for shares of other funds with an equal sales
load, a lower sales load, or no sales load. Trust Shares of either
Quantitative Equity Fund or Growth Equity Fund, which are sold without a sales
load may be exchanged for shares of other Shawmut Funds without a sales load
being imposed. Reference is made to the Combined Prospectus, for a complete
description of the exchange privilege applicable to shares of Quantitative
Equity Fund and Growth Equity Fund shares, respectively.
COMPARISON OF INVESTMENT POLICIES AND RISK FACTORS
Both Quantitative Equity Fund and Growth Equity Fund have similar investment
objectives. Quantitative Equity Fund seeks to provide growth of capital while
Growth Equity Fund seeks to provide long-term capital appreciation. Both
Quantitative Equity Fund and Growth Equity Fund are fluctuating net asset
value management investment companies (mutual funds).
Quantitative Equity Fund and Growth Equity Fund invest at least 65% of their
respective net assets in equity securities that include common stocks.
Quantitative Equity Fund and Growth Equity Fund may invest the remaining 35%
of assets in a combination of other types of securities including, but not
limited to, convertible securities, securities of foreign issuers, options and
futures contracts, stock index futures, swap agreements, indexed securities,
options, restricted securities, illiquid securities, repurchase agreements,
reverse repurchase agreements, and securities of other investment companies.
In addition, Quantitative Equity Fund and Growth Equity Fund may invest
certain securities for temporary defensive purposes including short-term money
market instruments rated in one of the top two rating categories by a
nationally recognized statistical rating organization, securities issued
and/or guaranteed as to payment of principal and interest by the U.S.
government, its agencies, or instrumentalities, and repurchase agreements.
The principal difference between Quantitative Equity Fund's and Growth Equity
Fund's permitted investments is in their respective policies for equity
securities selection. Quantitative Equity Fund invests in the equity
securities of companies with market value capitalization in excess of
$250,000,000 and a minimum daily average trading volume as established by the
Sub-Adviser, from time to time. While equity securities that show growth or
value characteristics may be included in the Quantitative Equity Fund
investment portfolio, these characteristics do not drive the selection
process. Instead, Quantitative Equity Fund uses a quantitative computer
valuation model to evaluate the relative attractiveness of equity securities
based upon price momentum, as measured by combining four quantitative
disciplines: price trend analysis, velocity of price movements, analysis of
price compared to moving averages, and current price and volume activity.
Because of its price and volume oriented selection method, Quantitative Equity
Fund would tend to be less volatile than broad stock market indices such as
the Standard & Poor's 500 Index. Of course, there can be no assurance that
this will occur.
In contrast, Growth Equity Fund invests in growth-oriented equity securities
on the basis of traditional research techniques, including assessment of
earnings and dividend growth prospects and of the risk and volatility of each
company's business. Growth oriented stocks in which Growth Equity Fund
invests primarily may include issuers with smaller capitalization. Small
capitalization stocks have historically been more volatile in price than
larger capitalization stocks, such as those included in the Standard & Poor's
500 Index. This is because, among other things, smaller companies have a
lower degree of liquidity in the equity market and tend to have a greater
sensitivity to changing economic conditions. Further, in addition to
exhibiting greater volatility, these stocks may, to some degree, fluctuate
independently of the stocks of large companies. That is, the stock of small
capitalization companies may decline in price as the price of large company
stocks rises or vice versa. Therefore, investors should expect that mutual
funds, like Growth Equity Fund, will be more volatile than broad stock market
indices such as the Standard and Poor's 500 Index.
Both Quantitative Equity Fund's and Growth Equity Fund's investment objective
and policies are more fully described in the Combined Prospectus.
The investment restrictions and investment policies of Quantitative Equity
Fund and Growth Equity Fund are similar. Reference is made to Quantitative
Equity Fund's and Growth Equity Fund's Combined Statement of Additional
Information dated December 31, 1994 (the "Combined Statement of Additional
Information") for a complete description of the investment restrictions and
investment policies of Quantitative Equity Fund and Growth Equity Fund.
Copies of the Combined Statement of Additional Information are available upon
request at no charge. See "Information About the Trust, Quantitative Equity
Fund, and Growth Equity Fund."
INFORMATION ABOUT THE REORGANIZATION
Background and Reasons for the Proposed Acquisition
Growth Equity Fund was organized in 1992 in order to provide an investment
vehicle that pursues long-term capital appreciation. Although the Board is
satisfied with Growth Equity Fund's performance, both the Board and the
Adviser are concerned about the relatively small amount of total assets
invested in Growth Equity Fund and the relatively high level of operating
expenses sustained by Growth Equity Fund. In this setting, the distributor
proposed to representatives of Growth Equity Fund that the Board consider a
sale of all of the Growth Equity Fund's assets to Quantitative Equity Fund.
In connection with this proposal, the distributor emphasized that the
comparatively larger asset projections of Quantitative Equity Fund combined
with Growth Equity Fund, the combination of Growth Equity Fund and
Quantitative Equity Fund would enable shareholders of Quantitative Equity Fund
to benefit from increased diversification of investments and other economies
of scale. In addition, the Adviser believes that the shareholders of Growth
Equity Fund will benefit from the investment policies of Quantitative Equity
Fund in pursuit of growth of capital. The Adviser believes that Quantitative
Equity Fund's use of the quantitative computer valuation model, as described
in the preceding section will provide shareholders with superior long term
investment performance.
Description of the Plan of Reorganization
The Plan provides that Growth Equity Fund will discharge all of its
liabilities and Quantitative Equity Fund will acquire all of the assets of
Growth Equity Fund in exchange for Quantitative Equity Fund shares to be
distributed pro rata by Growth Equity Fund to its shareholders in complete
liquidation and dissolution of Growth Equity Fund, on or about April 21, 1995.
Consummation of the Reorganization is subject to the conditions set forth in
the Plan, including receipt of an opinion in form and substance satisfactory
to Growth Equity Fund and Quantitative Equity Fund, as described under the
caption "Federal Income Tax Consequences" below. The Plan may be terminated
and the Reorganization may be abandoned at any time before or after approval
of shareholders of Growth Equity Fund prior to the Closing Date by either
party if it believes that consummation of the Reorganization would not be in
the best interests of shareholders.
The Adviser is responsible for the payment of all expenses of the
Reorganization incurred by either party, whether or not the Reorganization is
consummated. Such expenses included, but are not limited to, legal fees,
registration fees, transfer taxes (if any), the fees of banks and transfer
agents and the costs of preparing, printing, copying, and mailing proxy
solicitation materials to Growth Equity Fund's shareholders and the costs of
holding the Special Meeting of Shareholders.
The foregoing description of the Plan entered into between Quantitative Equity
Fund and Growth Equity Fund is qualified in its entirety by terms and
provisions of the Plan, a copy of which is attached hereto as Exhibit A and
incorporated herein by reference thereto.
Description of Quantitative Equity Fund Shares
Shares of Quantitative Equity Fund to be issued to shareholders of Growth
Equity Fund under the Plan will be fully paid and nonassessable when issued
and transferable without restrictions and will have no preemptive or
conversion rights. The Declaration of Trust permits the Trust to offer
separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate
classes. As of the date of the Combined Prospectus, the Board has established
two classes of shares of Quantitative Equity Fund and Growth Equity Fund,
known as Trust Shares and Investment Shares. Trust Shares of each of
Quantitative Equity Fund and Growth Equity Fund are sold primarily to accounts
for which Shawmut Bank, N.A., or its affiliates, act in a fiduciary or agency
capacity and, with respect to the Quantitative Equity Fund, to customers of
Marque Millenium Group Limited. Investment Shares are sold primarily to
financial institutions that rely upon the distribution services provided by
the distributor in the marketing of Investment Shares, as well as to retail
customers of such institutions. Shareholders of Growth Equity Fund would
receive shares of the comparable class of Quantitative Equity Fund if the
Reorganization is consummated.
Federal Income Tax Consequences
As a condition to the Reorganization transactions, the Trust, on behalf of
Quantitative Equity Fund and Growth Equity Fund, will receive an opinion from
the Trust's counsel, Dickstein, Shapiro & Morin, to the effect that, on the
basis of the existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), current administrative rules and court decisions, for
federal income tax purposes: (1) the Reorganization as set forth in the Plan
will constitute a tax-free reorganization under Section 368(a)(1)(C) of the
Code; (2) no gain or loss will be recognized by Quantitative Equity Fund upon
its receipt of Growth Equity Fund's assets in exchange for Quantitative Equity
Fund shares; (3) the holding period and basis for Growth Equity Fund's assets
acquired by Quantitative Equity Fund will be the same as the holding period
and the basis to Growth Equity Fund immediately prior to the Reorganization;
(4) no gain or loss will be recognized by Growth Equity Fund upon transfer of
its assets to Quantitative Equity Fund in exchange for Quantitative Equity
Fund shares or upon the distribution of Quantitative Equity Fund shares to
Growth Equity Fund's shareholders in exchange for their Growth Equity Fund
shares; (5) no gain or loss will be recognized by shareholders of Growth
Equity Fund upon exchange of their Growth Equity Fund shares for Quantitative
Equity Fund shares; (6) the holding period of Quantitative Equity Fund shares
received by shareholders of Growth Equity Fund pursuant to the Plan will be
the same as the holding period of Growth Equity Fund shares held immediately
prior to the Reorganization, provided Growth Equity Fund shares were held as
capital assets on the date of the Reorganization; and (7) the basis of
Quantitative Equity Fund shares received by shareholders of Growth Equity Fund
pursuant to the Plan will be the same as the basis of Growth Equity Fund
shares held immediately prior to the Reorganization.
Comparative Information on Shareholder Rights and Obligations
The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated July 16, 1992, under the laws of the Commonwealth
of Massachusetts. Quantitative Equity Fund and Growth Equity Fund are
separate investment portfolios of the Trust, and they are subject to the same
rights of shareholders and obligations to shareholders under the Declaration
of Trust and the By-laws for the Trust.
Capitalization
Attached to this Proxy/Prospectus, and designated as Exhibit B, is a table
showing the capitalization of Quantitative Equity Fund and Growth Equity Fund
as of October 31, 1994, and on a pro forma basis as of that date.
INFORMATION ABOUT THE TRUST, QUANTITATIVE EQUITY FUND,
AND GROWTH EQUITY FUND
Quantitative Equity Fund, a portfolio of The Shawmut Funds
Information about the Trust and Quantitative Equity Fund is contained in the
Shawmut Equity Funds Prospectus, a copy of which is included herewith and
incorporated by reference herein. Additional information about the Trust and
Quantitative Equity Fund is included in the Combined Statement of Additional
Information of the Shawmut Equity Funds, which is incorporated herein by
reference. Copies of the Combined Statement of Additional Information, which
has been filed with the Securities and Exchange Commission, may be obtained
without charge by contacting the Trust at 1-800-SHAWMUT or by writing the
Trust at The Shawmut Funds, Shawmut Bank, N.A., One Federal Street, 0F0424,
Boston Massachusetts 02211. The Trust on behalf of Quantitative Equity Fund
is subject to the informational requirements of the Securities Act of 1933,
the Securities Exchange Act of 1934, and the Investment Company Act of 1940,
and in accordance therewith files reports and other information with the
Securities and Exchange Commission. Reports, proxy and information
statements, and other information filed by the Trust, on behalf of
Quantitative Equity Fund, can be obtained by calling or writing the Trust and
can also be inspected and copied by the public at the public reference
facilities maintained by the Securities and Exchange Commission in Washington,
D.C. located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at certain of its regional offices located at Room 1204, Everett McKinley
Dirsen Building, 219 South Dearborn Street, Chicago, IL 60604 and 14th Floor,
75 Park Place, New York, NY 10007. Copies of such material can be obtained at
prescribed rates from the Public Reference Branch, Office of Consumer Affairs
and Information Services, Securities and Exchange Commission, Washington, D.C.
20549.
This Prospectus/Proxy Statement, which constitutes part of a registration
Statement filed by the Trust, on behalf of Quantitative Equity Fund, with the
Securities and Exchange Commission under the Securities Act of 1933, omits
certain of the information contained in the Registration Statement. Reference
is hereby made to the Registration statement and to the exhibits thereto for
further information with respect to the Trust, Quantitative Equity Fund and
shares offered hereby. Statements contained herein concerning the provisions
of documents are necessarily summaries of such documents, and each such
statement is qualified in its entirety by reference to the copy of the
applicable documents filed with the Securities and Exchange Commission.
Growth Equity Fund, a portfolio of The Shawmut Funds
Information about the Trust and Growth Equity Fund is also contained in the
Shawmut Equity Funds Prospectus. Additional information about the Trust and
Growth Equity Fund is included in the Combined Statement of Additional
Information of the Shawmut Equity Funds, which is incorporated herein by
reference. Copies of the Combined Statement of Additional Information, which
has been filed with the Securities and Exchange Commission, may be obtained
without charge by contacting the Trust at 1-800-SHAWMUT or by writing the
Trust at The Shawmut Funds, Shawmut Bank, N.A., One Federal Street, 0F0424,
Boston Massachusetts 02211. The Trust on behalf of Quantitative Equity Fund
is subject to the informational requirements of the Securities Act of 1933,
the Securities Exchange Act of 1934, and the Investment Company Act of 1940
and in accordance therewith files reports and other information with the
Securities and Exchange Commission. Reports, proxy and information
statements, and other information filed by the Trust, on behalf of Growth
Equity Fund, can be obtained by calling or writing the Trust and can also be
inspected and copied by the public at the public reference facilities
maintained by the Securities and Exchange Commission at the addresses listed
in the previous section.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with the
solicitation by the Board of Trustees of the Trust of proxies for use at the
Special Meeting of Shareholders (the "Meeting") to be held on April 21, 1995,
and at any adjournment thereof. The proxy confers discretionary authority on
the persons designated therein to vote on other business not currently
contemplated which may properly come before the Meeting. A proxy, if properly
executed, duly returned and not revoked, will be voted in accordance with the
specifications thereon; if no instructions are given, such proxy will be voted
in favor of the Plan. A shareholder may revoke a proxy at any time prior to
use by filing with the Secretary of the Fund an instrument revoking the proxy,
or by submitting a proxy bearing a later date, or by attending and voting at
the Meeting.
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Adviser. In addition to solicitations through
the mails, proxies may be solicited by officers, employees and agents of
Growth Equity Fund and the Adviser at no additional cost to Growth Equity
Fund. Such solicitations may be by telephone, telegraph or otherwise. The
Adviser will reimburse custodians, nominees and fiduciaries for the reasonable
costs incurred by them in connection with forwarding solicitation materials to
the beneficial owners of shares held of record by such persons.
Outstanding Shares and Voting Requirements
The Board of Directors of Growth Equity Fund has fixed the close of business
on February 21, 1995, as the record date for the determination of shareholders
entitled to notice of and to vote at the Special Meeting of Shareholders and
any adjournment thereof. As of the record date, there were ___________ shares
of Growth Equity Fund outstanding. Each Growth Equity Fund share is entitled
to one vote and fractional shares have proportionate voting rights. On the
record date, _______________, beneficially owned __________ shares, or
approximately _______ of Growth Equity Fund's outstanding shares and
________________________________ shares, or approximately ________ of Growth
Equity Fund's outstanding shares. On such date, no other person owned of
record, or to the knowledge of FSC, beneficially owned, 5% or more of Growth
Equity Fund's outstanding shares. On the record date, the Trustees and
officers of the Trust and Growth Equity Fund as a group owned less than 1% of
the outstanding shares of the Fund.
On the record date the following persons of record owned 5% or more of
Quantitative Equity Fund's outstanding
shares:_______________________________________________________________________
___. On the record date, the Trustees and officers of the Trust and
Quantitative Equity Fund as a group owned less than 1% of the outstanding
shares of the Fund.
The votes of shareholders of Quantitative Equity Fund are not being solicited
since their approval is not required in order to effect the acquisition.
Approval of the Plan requires the affirmative vote of a majority of Growth
Equity Fund's outstanding shares.
No Dissenter's Right of Appraisal
Shareholders of Growth Equity Fund objecting to the Reorganization have no
appraisal rights under the Declaration of Trust or Massachusetts law. Under
the Plan, if approved by Growth Equity Fund shareholders, each Growth Equity
Fund shareholder will become the owner of Quantitative Equity Fund shares
having a total value equal to the total value of his or her holdings in Growth
Equity Fund at the Closing Date.
Other Matters
Management of Growth Equity Fund knows of no other matters that may properly
be, or which are likely to be, brought before the meeting. However, if any
other business shall properly come before the meeting the persons named in the
proxy intend to vote thereon in accordance with their best judgment.
So far as management is presently informed, there is no litigation pending or
threatened against the Trust or its investment portfolios.
Whether or not shareholders expect to attend the meeting, all shareholders are
urged to sign, fill in, and return the enclosed proxy form promptly.
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated January 25, 1995 (the "Agreement"),
SHAWMUT QUANTITATIVE EQUITY FUND (hereinafter called the "Acquiring Fund"),
and SHAWMUT GROWTH EQUITY FUND (hereinafter called the "Acquired Fund"),
portfolios of THE SHAWMUT FUNDS, a Massachusetts business trust (the "Trust").
This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a)(1)(C) of the United
States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all of
the assets of the Acquired Fund in exchange solely for shares of beneficial
interest of the Acquiring Fund (the "Acquiring Fund Shares") and the
distribution, after the Closing Date hereinafter referred to, of the Acquiring
Fund Shares to the shareholders of the Acquired Fund in liquidation of the
Acquired Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Acquired Fund and the Acquiring Fund are registered open-end
management investment companies and the Acquired Fund owns securities in which
the Acquiring Fund is permitted to invest;
WHEREAS, both the Acquired Fund and the Acquiring Fund are authorized to issue
their shares of beneficial interest;
WHEREAS, the Board of Trustees, including a majority of the Trustees who are
not "interested persons" (as defined under the Investment Company Act of 1940,
as amended (the "1940 Act")), of the Acquiring Fund has determined that the
exchange of all or substantially all of the assets of the Acquired Fund for
Acquiring Fund Shares is in the best interests of the Acquiring Fund
shareholders and that the interests of the existing shareholders of the
Acquiring Fund would not be diluted as a result of this transaction; and
WHEREAS, the Board of Trustees, including a majority of the Trustees who are
not "interested persons" (as defined under the 1940 Act), of the Acquired Fund
has determined that the exchange of all of the assets of the Acquired Fund for
Acquiring Fund Shares is in the best interests of the Acquired Fund
shareholders and that the interests of the existing shareholders of the
Acquired Fund would not be diluted as a result of this transaction;
NOW THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE
ACQUIRING FUND SHARES AND LIQUIDATION OF THE ACQUIRED FUND.
1.1 Subject to the terms and conditions contained herein, the Acquired
Fund agrees to assign, transfer and convey to the Acquiring Fund
all of the assets of the Acquired Fund, including all securities
and cash, and the Acquiring Fund agrees in exchange therefor (i) to
deliver to the Acquired Fund the number of Acquiring Fund Shares,
including fractional Acquiring Fund Shares, determined as set forth
in paragraph 2.3. Such transaction shall take place at the closing
(the "Closing") on the closing date (the "Closing Date") provided
for in paragraph 3.1 In lieu of delivering certificates for the
Acquiring Fund Shares, the Acquiring Fund shall credit the
Acquiring Fund Shares to the Acquired Fund's account on the stock
record books of the Acquiring Fund and shall deliver a confirmation
thereof to the Acquired Fund.
1.2 The Acquired Fund will discharge all of its liabilities and
obligations prior to the Closing Date.
1.3 Delivery of the assets of the Acquired Fund to be transferred shall
be made on the Closing Date and shall be delivered to Shawmut Bank,
N.A. (hereinafter called "Shawmut"), Boston, Massachusetts, the
Acquiring Fund's custodian (the "Custodian"), for the account of
the Acquiring Fund, together with proper instructions and all
necessary documents to transfer to the account of the Acquiring
Fund, free and clear of all liens, encumbrances, rights,
restrictions and claims. All cash delivered shall be in the form
of currency and immediately available funds payable to the order of
the Custodian for the account of the Acquiring Fund.
1.4 The Acquired Fund will pay or cause to be paid to the Acquiring Fund
any dividends or interest received on or after the Closing Date
with respect to assets transferred to the Acquiring Fund hereunder.
The Acquired Fund will transfer to the Acquiring Fund any
distributions, rights or other assets received by the Acquired Fund
after the Closing Date as distributions on or with respect to the
securities transferred. Such assets shall be deemed included in
assets transferred to the Acquiring Fund on the Closing Date and
shall not be separately valued.
1.5 As soon after the Closing Date as is conveniently practicable, the
Acquired Fund will liquidate and distribute pro rata to the
Acquired Fund's shareholders of record, determined as of the close
of business on the Closing Date (the "Acquired Fund Shareholders"),
the Acquiring Fund Shares received by the Acquired Fund pursuant to
paragraph 1.1. Such liquidation and distribution will be
accomplished by the transfer of the Acquiring Fund Shares then
credited to the account of the Acquired Fund on the books of the
Acquiring Fund to open accounts on the share record books of the
Acquiring Fund in the names of the Acquired Fund Shareholders and
representing the respective pro rata number of the Acquiring Fund
Shares due such shareholders. All issued and outstanding shares of
the Acquired Fund will simultaneously be canceled on the books of
the Acquired Fund. Share certificates representing interests in
the Acquired Fund will represent a number of Acquiring Fund Shares
after the Closing Date as determined in accordance with Section
2.3. The Acquiring Fund shall not issue certificates representing
the Acquiring Fund Shares in connection with such exchange.
1.6 Ownership of Acquiring Fund Shares will be shown on the books of the
Acquiring Fund's transfer agent. Shares of the Acquiring Fund will
be issued in the manner described in the Acquiring Fund's current
prospectus and statement of additional information.
1.7 Any transfer taxes payable upon issuance of the Acquiring Fund
Shares in a name other than the registered holder of the Acquired
Fund shares on the books of the Acquired Fund as of that time
shall, as a condition of such issuance and transfer, be paid by the
person to whom such Acquiring Fund Shares are to be issued and
transferred.
1.8 Any reporting responsibility of the Acquired Fund is and shall
remain the responsibility of the Acquired Fund up to and including
the Closing Date and such later dates, with respect to dissolution
and deregistration of the Acquired Fund, on which the Acquired Fund
is dissolved and deregistered.
1.9 The Acquired Fund shall be deregistered as an investment company
under the 1940 Act and dissolved as a Massachusetts business trust
promptly following the Closing Date and the making of all
distributions pursuant to paragraph 1.5.
2. VALUATION
2.1 The value of the Acquired Fund's net assets to be acquired by the
Acquiring Fund hereunder shall be the value of such assets computed
as of 4:00 p.m. (Eastern time) on the Closing Date (such time and
date being hereinafter called the "Valuation Date"), using the
valuation procedures set forth in the Acquiring Fund's then-current
prospectus or statement of additional information.
2.2 The net asset value of an Acquiring Fund Share shall be the net
asset value per share computed as of 4:00 p.m. (Eastern time) on
the Valuation Date, using the valuation procedures set forth in the
Acquiring Fund's then-current prospectus or statement of additional
information.
2.3 The number of the Acquiring Fund Shares to be issued (including
fractional shares, if any) in exchange for the Acquired Fund's net
assets shall be determined by dividing the value of the net assets
of the Acquired Fund determined using the same valuation procedures
referred to in paragraph 2.1 by the net asset value of one
Acquiring Fund Share determined in accordance with paragraph 2.2.
2.4 All computations of value shall be made in accordance with the
regular practices of the Acquiring Fund.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be April 21, 1995 or such later date as the
parties may mutually agree. All acts taking place at the Closing
Date shall be deemed to take place simultaneously as of the close
of business on the Closing Date unless otherwise provided. The
Closing shall be held at 4:00 p.m. (Eastern time) at the offices of
the Acquiring Fund, Federated Investors Tower, Pittsburgh, PA 15222-
3779, or such other time and/or place as the parties may mutually
agree.
3.2 If on the Valuation Date (a) the primary trading market for
portfolio securities of the Acquiring Fund or the Acquired Fund
shall be closed to trading or trading thereon shall be restricted;
or (b) trading or the reporting of trading shall be disrupted so
that accurate appraisal of the value of the net assets of the
Acquiring Fund or the Acquired Fund is impracticable, the Closing
Date shall be postponed until the first business day after the day
when trading shall have been fully resumed and reporting shall have
been restored.
3.3 Federated Services Company, as transfer agent for each of the
Acquired Fund and Acquiring Fund, shall deliver at the Closing a
certificate of an authorized officer stating that its records
contain the names and addresses of the Acquired Fund Shareholders
and the number and percentage ownership of outstanding shares owned
by each such shareholder immediately prior to the Closing. The
Acquiring Fund shall issue and deliver a confirmation evidencing
the Acquiring Fund Shares to be credited on the Closing Date to the
Secretary of the Acquired Fund, or provide evidence satisfactory to
the Acquired Fund that such Acquiring Fund Shares have been
credited to the Acquired Fund's account on the books of the
Acquiring Fund. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, assumption
agreements, share certificates, if any, receipts or other documents
as such other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Acquired Fund represents and warrants to the Acquiring Fund as
follows:
(a)The Acquired Fund is a portfolio of the Trust, duly organized,
validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has power to own all of its
properties and assets and to carry out this Agreement.
(b)The Trust is registered under the 1940 Act, as an open-end,
diversified, management investment company, and such
registration has not been revoked or rescinded and is in full
force and effect.
(c)The Acquired Fund is not, and the execution, delivery and
performance of this Agreement will not result, in material
violation of its Declaration of Trust or By-Laws or of any
agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquired Fund is a party or by which
it is bound.
(d)The Acquired Fund has no material contracts or other commitments
outstanding (other than this Agreement) which will result in
liability to it after the Closing Date.
(e)No litigation or administrative proceeding or investigation of
or before any court or governmental body is currently pending
or to its knowledge threatened against the Acquired Fund or any
of its properties or assets which, if adversely determined,
would materially and adversely affect its financial condition
or the conduct of its business. The Acquired Fund knows of no
facts which might form the basis for the institution of such
proceedings, and is not a party to or subject to the provisions
of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its
ability to consummate the transactions herein contemplated.
(f)The current prospectus and statement of additional information
of the Acquired Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940 Act and the rules and
regulations of the Securities and Exchange Commission (the
"Commission") thereunder and do not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein as necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading.
(g)The Statements of Assets and Liabilities of the Acquired Fund at
October 31, 1993 and 1994 have been audited by Price Waterhouse
LLP, independent auditors, and have been prepared in accordance
with generally accepted accounting principles, consistently
applied, and such statements (copies of which have been
furnished to the Acquiring Fund) fairly reflect the financial
condition of the Acquired Fund as of such dates, and there are
no known contingent liabilities of the Acquired Fund as of such
dates not disclosed therein.
(h)Since October 31, 1994, there has not been any material adverse
change in the Acquired Fund's financial condition, assets,
liabilities or business other than changes occurring in the
ordinary course of business, or any incurrence by the Acquired
Fund of indebtedness maturing more than one year from the date
such indebtedness was incurred, except as otherwise disclosed
to and accepted by the Acquiring Fund.
(i)At the Closing Date, all Federal and other tax returns and
reports of the Acquired Fund required by law to have been filed
by such dates shall have been filed, and all Federal and other
taxes shall have been paid so far as due, or provision shall
have been made for the payment thereof, and to the best of the
Acquired Fund's knowledge no such return is currently under
audit and no assessment has been asserted with respect to such
returns.
(j)For each fiscal year of its operation, the Acquired Fund has met
the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company.
(k)All issued and outstanding shares of the Acquired Fund are, and
at the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable. All of the issued
and outstanding shares of the Acquired Fund will, at the time
of the Closing, be held by the persons and in the amounts set
forth in the records of the transfer agent as provided in
paragraph 3.3. The Acquired Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase
any of the Acquired Fund shares, nor is there outstanding any
security convertible into any of the Acquired Fund Shares.
(l)On the Closing Date, the Acquired Fund will have full right,
power and authority to sell, assign, transfer and deliver the
assets to be transferred by it hereunder.
(m)The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all
necessary action on the part of the Acquired Fund's Trustees
and, subject to the approval of the Acquired Fund Shareholders,
this Agreement will constitute the valid and legally binding
obligation of the Acquired Fund enforceable in accordance with
its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other
similar laws relating to or affecting creditors' rights
generally and court decisions with respect thereto, and to
general principles of equity and the discretion of the court
(regardless of whether the enforceability is considered in a
proceeding in equity or at law).
(n)The prospectus/proxy statement of the Acquired Fund (the
"Prospectus/Proxy Statement") to be included in the
Registration Statement referred to in paragraph 5.5 (other than
information therein that relates to the Acquiring Fund) will,
on the effective date of the Registration Statement and on the
Closing Date, not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light
of the circumstances under which such statements were made, not
misleading.
(o)The Acquired Fund has entered into an agreement under which
Shawmut Bank, N.A., will assume the expenses of the
reorganization including accountants' fees, legal fees,
registration fees, transfer taxes (if any), the fees of banks
and transfer agents and the costs of preparing, printing,
copying and mailing proxy solicitation materials to the
Acquired Fund's shareholders and the costs of holding the
Special Meeting of Shareholders.
4.2 The Acquiring Fund represents and warrants to the Acquired Fund as
follows:
(a)The Acquiring Fund is a portfolio of the Trust, a business trust
duly organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts and the Acquiring
Fund has the power to carry on its business as it is now being
conducted and to carry out this Agreement.
(b)The Trust is registered under the 1940 Act as an open-end,
diversified, management investment company, and such
registration has not been revoked or rescinded and is in full
force and effect.
(c)The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result, in material
violation of the Trust's Declaration of Trust or By-Laws or of
any agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquiring Fund is a party or by which
it is bound.
(d)No litigation or administrative proceeding or investigation of
or before any court or governmental body is currently pending
or to its knowledge threatened against the Acquiring Fund or
any of its properties or assets which, if adversely determined,
would materially and adversely affect its financial condition
or the conduct of its business. The Acquiring Fund knows of no
facts which might form the basis for the institution of such
proceedings, and is not a party to or subject to the provisions
of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its
ability to consummate the transactions contemplated herein.
(e)The current prospectus and statement of additional information
of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and
the rules and regulations of the Commission thereunder and do
not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(f)The financial statements of the Acquiring Fund at October 31,
1994, have been audited by Price Waterhouse LLP, independent
public accountants, and have been prepared in accordance with
generally accepted accounting principles, and such statements
(copies of which will be furnished to the Acquired Fund) will
fairly reflect the financial condition of the Acquiring Fund as
of such date.
(g)At the Closing Date, all Federal and other tax returns and
reports of the Acquiring Fund required by law then to be filed
shall have been filed, and all Federal and other taxes shown as
due on said returns and reports shall have been paid or
provision shall have been made for the payment thereof.
(h)For each fiscal year of its operation, the Acquiring Fund will
meet the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company.
(i)All issued and outstanding shares of the Acquiring Fund are, and
at the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable. The Acquiring Fund
does not have outstanding any options, warrants or other rights
to subscribe for or purchase any of the Acquiring Fund Shares,
nor is there outstanding any security convertible into any
Acquiring Fund Shares.
(j)The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all
necessary action, if any, on the part of the Acquiring Fund's
Trustees, and this Agreement will constitute the valid and
legally binding obligation of the Acquiring Fund enforceable in
accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance
and other similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto, and
to general principles of equity and the discretion of the court
(regardless of whether the enforceability is considered in a
proceeding in equity or at law).
(k)The Prospectus/Proxy Statement to be included in the
Registration Statement (only insofar as it relates to the
Acquiring Fund) will, on the effective date of the Registration
Statement and on the Closing Date, not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
such statements were made, not misleading.
(l)The Acquiring Fund has entered into an agreement under which
Shawmut Bank, N.A., will assume the expenses of the
reorganization including accountants' fees, legal fees,
registration fees, transfer taxes (if any), the fees of banks
and transfer agents and the costs of preparing, printing,
copying and mailing proxy solicitation materials to the
Acquired Fund's shareholders and the costs of holding the
Special Meeting of Shareholders.
5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.
5.1 The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the
Closing Date, it being understood that such ordinary course of
business will include customary dividends and distributions.
5.2 The Acquired Fund will call a meeting of the Acquired Fund
Shareholders to consider and act upon this Agreement and to take
all other action necessary to obtain approval of the transactions
contemplated herein.
5.3 Subject to the provisions of this Agreement, the Acquiring Fund and
the Acquired Fund will each take, or cause to be taken, all action,
and do or cause to be done, all things reasonably necessary, proper
or advisable to consummate and make effective the transactions
contemplated by this Agreement.
5.4 As promptly as practicable, but in any case within sixty days after
the Closing Date, the Acquired Fund shall furnish the Acquiring
Fund, in such form as is reasonably satisfactory to the Acquiring
Fund, a statement of the earnings and profits of the Acquired Fund
for Federal income tax purposes which will be carried over to the
Acquiring Fund as a result of Section 381 of the Code and which
will be certified by the Acquired Fund's President and its
Treasurer.
5.5 The Acquired Fund will provide the Acquiring Fund with information
reasonably necessary for the preparation of a prospectus (the
"Prospectus") which will include the Proxy Statement, referred to
in paragraph 4.1(n), all to be included in a Registration Statement
on Form N-14 of the Acquiring Fund (the "Registration Statement"),
in compliance with the 1933 Act, the Securities Exchange Act of
1934, as amended, and the 1940 Act in connection with the meeting
of the Acquired Fund Shareholders to consider approval of this
Agreement and the transactions contemplated herein.
5.6 The Acquiring Fund agrees to use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act, the 1940
Act and such of the state Blue Sky or securities laws as it may
deem appropriate in order to continue its operations after the
Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the
performance by the Acquired Fund of all the obligations to be
performed by it hereunder on or before the Closing Date and, in
addition thereto, the following conditions:
6.1 All representations and warranties of the Acquired Fund contained in
this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the
transactions contemplated by this Agreement, as of the Closing Date
with the same force and effect as if made on and as of the Closing
Date.
6.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets, together with a list of
the Acquired Fund's portfolio securities showing the tax costs of
such securities by lot and the holding periods of such securities,
as of the Closing Date, certified by the Treasurer of the Acquired
Fund.
6.3 The Acquired Fund shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in its name by its President or
Vice President and its Treasurer, in form and substance
satisfactory to the Acquiring Fund, to the effect that the
representations and warranties of the Acquired Fund made in this
Agreement are true and correct at and as of the Closing Date,
except as they may be affected by the transactions contemplated by
this Agreement, and as to such other matters as the Acquiring Fund
shall reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions
provided herein shall be subject, at its election, to the
performance by the Acquiring Fund of all the obligations to be
performed by it hereunder on or before the Closing Date and, in
addition thereto, the following conditions:
7.1 All representations and warranties of the Acquiring Fund contained
in this Agreement shall be true and correct in all material
respects as of the date hereof and, except as they may be affected
by the transactions contemplated by this Agreement, as of the
Closing Date with the same force and effect as if made on and as of
the Closing Date.
7.2 The Acquiring Fund shall have delivered to the Acquired Fund on the
Closing Date a certificate executed in its name by its President or
Vice President and its Treasurer, in form and substance
satisfactory to the Acquired Fund, to the effect that the
representations and warranties of the Acquiring Fund made in this
Agreement are true and correct at and as of the Closing Date,
except as they may be affected by the transactions contemplated by
this Agreement, and as to such other matters as the Acquired Fund
shall reasonably request.
7.3 The Acquiring Fund shall have delivered to the Acquired Fund before
the Closing Date the Statement of Assets and Liabilities referred
to in Section 4.2(f).
7.4 There shall not have been any material adverse change in the
Acquiring Fund's financial condition, assets, liabilities or
business since the date of such Statement of Assets and Liabilities
other than changes occurring in the ordinary course of business, or
any incurrence by the Acquiring Fund of any indebtedness, except as
otherwise disclosed to and accepted by the Acquired Fund.
8. FURTHER CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRING
FUND AND THE ACQUIRED FUND.
If any of the conditions set forth below do not exist on or before
the Closing Date with respect to the Acquired Fund or the Acquiring
Fund, the other party to this Agreement shall, at its option, not
be required to consummate the transactions contemplated by this
Agreement.
8.1 The Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the
outstanding shares of the Acquired Fund in accordance with the
provisions of the Trust's Declaration of Trust.
8.2 On the Closing Date no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is
sought to restrain or prohibit, or obtain damages or other relief
in connection with, this Agreement or the transactions contemplated
herein.
8.3 All consents of other parties and all other consents, orders and
permits of Federal, state and local regulatory authorities
(including those of the Commission and of state Blue Sky and
securities authorities) deemed necessary by the Acquiring Fund or
the Acquired Fund to permit consummation, in all material respects,
of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit
would not involve a risk of a material adverse effect on the assets
or properties of the Acquiring Fund or the Acquired Fund, provided
that either party hereto may for itself waive any of such
conditions.
8.4 The Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof
shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall have
been instituted or be pending, threatened or contemplated under the
1933 Act.
8.5 The Acquiring Fund and the Acquired Fund shall have received an
opinion of Dickstein, Shapiro & Morin, L.L.P. substantially to the
effect that for Federal income tax purposes:
(a)The transfer of all or substantially all of the Acquired Fund
assets in exchange for the Acquiring Fund Shares and the
distribution of the Acquiring Fund Shares to the shareholders
of the Acquired Fund in liquidation of the Acquired Fund will
constitute a "reorganization" within the meaning of Section
368(a)(1)(C) of the Code; (b) No gain or loss will be
recognized by the Acquiring Fund upon the receipt of the assets
of the Acquired Fund solely in exchange for the Acquiring Fund
Shares; (c) No gain or loss will be recognized by the Acquired
Fund upon the transfer of the Acquired Fund assets to the
Acquiring Fund in exchange for the Acquiring Fund Shares or
upon the distribution (whether actual or constructive) of the
Acquiring Fund Shares to Acquired Fund Shareholders in exchange
for their shares of the Acquired Fund; (d) No gain or loss will
be recognized by the Acquired Fund Shareholders upon the
exchange of their Acquired Fund shares for the Acquiring Fund
Shares; (e) The tax basis of the Acquired Fund 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; (f) The tax basis of the Acquiring Fund Shares
received by each of the Acquired Fund Shareholders pursuant to
the Reorganization will be the same as the tax basis of the
Acquired Fund shares held by such shareholder immediately prior
to the Reorganization; (g) 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; and (h) The holding period of the Acquiring Fund
Shares to be received by each 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).
9. TERMINATION OF AGREEMENT.
9.1 This Agreement and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Trustees of
the Acquired Fund or the Acquiring Fund at any time prior to the
Closing Date (and notwithstanding any vote of the Board of Trustees
of the Acquired Fund) if circumstances should develop that, in the
opinion of either of the parties' Board of Trustees, make
proceeding with the Agreement inadvisable.
9.2 If this Agreement is terminated and the exchange contemplated hereby
is abandoned pursuant to the provisions of this Section 9, this
Agreement shall become void and have no effect, without any
liability on the part of any party hereto or the trustees, officers
or shareholders of the Acquiring Fund or of the Acquired Fund, in
respect of this Agreement.
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing
conditions may be waived by the Board of Trustees of the Acquiring
Fund or of the Acquired Fund, if, in the judgment of either, such
waiver will not have a material adverse effect on the benefits
intended under this Agreement to the shareholders of the Acquiring
Fund or of the Acquired Fund, as the case may be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included or provided for
herein shall survive consummation of the transactions contemplated
hereby.
11.2 This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter
hereof, and merges and supersedes all prior discussions,
agreements, and understandings of every kind and nature between
them relating to the subject matter hereof. Neither party shall be
bound by any condition, definition, warranty or representation,
other than as set forth or provided in this Agreement or as may be
set forth in a later writing signed by the party to be bound
thereby.
11.3 This Agreement shall be governed and construed in accordance with
the internal laws of the Commonwealth of Massachusetts, without
giving effect to principles of conflict of laws.
11.4 This Agreement may be executed in any number of counterparts, each
of which, when executed and delivered, shall be deemed to be an
original.
11.5 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no
assignment or transfer hereof of any rights or obligations
hereunder shall be made by any party without the written consent of
the other party. Nothing herein expressed or implied is intended
or shall be construed to confer upon or give any person, firm or
corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason
of this Agreement.
11.6 The Acquired Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the
Declaration of Trust of the Acquiring Fund and agrees that the
obligations assumed by the Acquiring Fund pursuant to this
Agreement shall be limited in any case to the Acquiring Fund and
its assets and the Acquired Fund shall not seek satisfaction of any
such obligation from the shareholders of the Acquiring Fund, the
trustees, officers, employees or agents of the Acquiring Fund or
any of them.
11.7 The Acquiring Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the
Declaration of Trust of the Acquired Fund and agrees that the
obligations assumed by the Acquired Fund pursuant to this Agreement
shall be limited in any case to the Acquired Fund and its assets
and the Acquiring Fund shall not seek satisfaction of any such
obligation from the shareholders of the Acquired Fund, the
trustees, officers, employees or agents of the Acquired Fund or any
of them.
IN WITNESS WHEREOF, the Acquired Fund and the Acquiring Fund have caused this
Agreement and Plan of Reorganization to be executed and attested on its behalf
by its duly authorized representatives as of the date first above written.
Acquired Fund:
SHAWMUT GROWTH EQUITY FUND
Attest:
By:______________________________
____________________
Assistant Secretary
Name:____________________________
Title:___________________________
Acquiring Fund:
SHAWMUT QUANTITATIVE EQUITY FUND
Attest:
By:
_______________________________
____________________
Assistant Secretary
Name:______________________________
Title:_____________________________
Shawmut Quantitative Equity Fund
Shawmut Growth Equity Fund
Introduction to Proposed Fund Merger
October 31, 1994 (unaudited)
The accompanying unaudited Pro Forma Combining Portfolio of Investments,
Statement of Assets and Liabilities and the Statement of Operations reflect
the accounts of the Shawmut Quantitative Equity Fund and the Shawmut Growth
Equity Fund (the "Funds"), portfolios of The Shawmut Funds (the "Trust"), at
and for the year ended October 31, 1994. These statements have been derived
from the Funds' books and records utilized in calculating daily net asset
value at October 31, 1994.
<TABLE>
<CAPTION>
Shawmut Quantitative Equity Fund
Shawmut Growth Equity Fund
Pro Forma Combining
Portfolio of Investments
October 31, 1994 (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Shares Value
Shawmut Shawmut Shawmut Shawmut
Growth Quantitative Pro Growth Quantitative Pro
Equity Equity Forma Equity Equity Forma
Fund Fund Combined Fund Fund Combined
Common Stocks - 87.0%
Basic Materials - 7.0%
6,600 6,600 Apache Corp. $185,625 $185,625
8,000 8,000 Avery Dennison Corp. 269,000 269,000
6,000 6,000 du Pont (E.I.) deNemours & Co. 357,750 357,750
7,000 7,000 Ferro Corp 179,375 179,375
5,000 5,000 Georgia Pacific Corp. 369,375 369,375
13,000 1,500 14,500 Morton International, Inc. 370,500 $42,750 413,250
4,000 4,000 Pegasus Gold, Inc. 58,500 58,500
Total 1,731,625 101,250 1,832,875
Capital Goods/Construction - 9.0%
800 800 Briggs & Stratton Corp. 55,600 55,600
6,000 6,000 Caterpillar, Inc. 358,500 358,500
2,000 2,000 Centex Corp. 44,500 44,500
2,200 2,200 Dow Chemical Co. 161,700 161,700
4,000 1,400 5,400 General Electric Co. 195,500 68,425 263,925
14,000 14,000 General Signal Corp. 504,000 504,000
4,700 4,700 Masco Corp. 111,625 111,625
2,600 2,600 Raytheon Co. 165,750 165,750
12,000 12,000 Trinity Industries, Inc. 411,000 411,000
20,000 20,000 Wheelabrator Technologies 277,500 277,500
Total 2,185,575 168,525 2,354,100
Consumer Cyclical - 21.9%
13,200 13,200 Arvin Industries, Inc. $321,750 $321,750
3,000 3,000(a)Brinker International, Inc. $69,375 69,375
3,200 3,200 Carnival Cruise Lines, Inc. 145,600 145,600
11,000 11,000(a)Circus Circus Enterprises, Inc. 244,750 244,750
32,000 32,000(a)Consolidated Stores Corp. 580,000 580,000
6,000 6,000(a)CUC International, Inc. 192,750 192,750
6,200 6,200 Disney (Walt) Co. 244,125 244,125
2,000 2,000 Dow Jones & Co., Inc. 59,750 59,750
5,000 5,000 Dun & Bradstreet Corp. 293,125 293,125
14,000 14,000 Echlin, Inc. 430,500 430,500
3,100 2,000 5,100 Home Depot, Inc. 141,050 91,000 232,050
6,000 800 6,800 Houghton Mifflin Co. 276,000 36,800 312,800
12,000 12,000 International Game Technology 222,000 222,000
9,000 9,000 Mattel, Inc. 263,250 263,250
5,500 5,500 Maytag Corp. 87,313 87,313
15,000 15,000 Morrison Restaurants, Inc. 438,750 438,750
3,000 3,000 New York Times Co., Class A 67,875 67,875
6,000 6,000(a)Office Depot, Inc. 148,500 148,500
4,200 4,200 Pep Boys Manny, Moe & Jack 150,150 150,150
16,200 16,200(a)Tele Communications, Inc. 366,525 366,525
2,000 2,000 Time Warner, Inc. 71,000 71,000
9,000 9,000(a)Toys "R" Us, Inc. 346,500 346,500
1,200 1,200 Tribune Co. 63,150 63,150
1,000 1,000 Whirlpool Corp. 52,000 52,000
3,400 3,400 Xerox Corp. 348,500 348,500
Total 5,153,825 598,263 5,752,088
Consumer Staples - 15.3%
11,400 11,400 Albertson's, Inc. $342,000 $342,000
7,000 7,000(a)Amgen, Inc. 390,250 390,250
1,500 1,500 Campbell Soup Co. $61,875 61,875
7,000 7,000(a)Chiron Corp. 471,625 471,625
1,400 1,400 General Motors Corp. 55,300 55,300
2,500 2,500 Gillette Co. 185,938 185,938
2,000 2,000 Hasbro, Inc. 66,000 66,000
14,000 14,000(a)Healthtrust, Inc. 490,000 490,000
6,000 1,200 7,200 Johnson & Johnson 327,750 65,550 393,300
24,000 24,000(a)Ornada Healthcorp. 381,000 381,000
10,000 10,000 PepsiCo., Inc. 350,000 350,000
3,000 3,000 Pfizer 222,375 222,375
2,000 2,000 Schering Plough Corp. 142,500 142,500
10,000 10,000(a)Science Med Life System, Inc. 477,500 477,500
Total 3,780,938 248,725 4,029,663
Energy - 6.8%
4,000 4,000 Anadarko Petroleum Corp. 195,500 195,500
500 500 Atlantic Richfield Co. 54,187 54,187
17,000 17,000 Camco International, Inc. 350,625 350,625
8,300 8,300 Coastal Corp. 236,550 236,550
9,000 9,000 Halliburton Co. 333,000 333,000
7,500 7,500 Pennzoil Co. 386,250 386,250
7,000 7,000(a)Triton Energy Corp. 248,500 248,500
Total 1,750,425 54,187 1,804,612
Financial - 10.2%
4,100 4,100 AFLAC, Inc. $139,913 $139,913
4,400 4,400 American International Group, Inc. 411,950 411,950
7,000 7,000 Bank of New York, Inc. 222,250 222,250
8,000 8,000 Comerica, Inc. 221,000 221,000
1,600 1,600 Federal Home Loan Mortgage Corp. $87,200 87,200
5,600 1,000 6,600 Federal National Mortgage Association 425,600 76,000 501,600
9,000 9,000 First Financial Management Corp. 504,000 504,000
1,000 1,000 MBIA, Inc. 54,125 54,125
7,000 7,000 Midlantic Corp. 196,000 196,000
6,000 6,000 Norwest Corp. 147,000 147,000
7,000 7,000 United Companies Financial 199,500 199,500
Total 2,467,213 217,325 2,684,538
Technology - 11.2%
5,000 5,000 AMP, Inc. 378,125 378,125
4,700 1,400 6,100 AT & T Corp. 258,500 77,000 335,500
10,000 10,000(a)BMC Software, Inc. 452,500 452,500
5,300 5,300 Intel Corp. 329,262 329,262
3,000 3,000(a)Microsoft Corp. 189,000 189,000
23,000 23,000(a)Novell, Inc. 425,500 425,500
29,400 29,400(a)Tandem Computers, Inc. 518,175 518,175
9,000 9,000 Vodafone Group PLC 312,750 312,750
Total 2,863,812 77,000 2,940,812
Transportation & Services - 3.8%
7,000 7,000 Delta Airlines, Inc. 364,875 364,875
14,000 14,000 Ryder Systems, Inc. 329,000 329,000
2,800 2,800 Southwest Airlines Co. 66,150 66,150
2,400 2,400(a)UAL Corp. 226,800 226,800
Total 920,675 66,150 986,825
Utilities - 1.8%
16,000 16,000 Century Telephone Enterprises, Inc. 480,000 480,000
Total Common Stock 21,334,088 1,531,425 22,865,513
(identified cost $21,071,908)
Principal Amount or Shares Value
Shawmut Shawmut Shawmut Shawmut
Growth Quantitative Pro Forma Growth Quantitative Pro Forma
Equity Fund Equity Fund Combined Equity Fund Equity Fund Combined
United States Treasury Bill-6.5%
$1,711,000 $1,711,000 4.10%, 11/3/94 $1,710,610 $1,710,610
Mutual Fund Shares - 4.8%
157,075 157,075 Dreyfus Cash Management Trust 157,075 157,075
957,160 157,327 1,114,487 Fidelity Institutional Cash $957,160 157,327 1,114,487
Cash Money Market
Total Mutual Fund Shares 957,160 314,402 1,271,562
(at net asset value)
Total Investments $22,291,248 $3,556,437 $25,847,685+
(identified cost $24,054,080)
</TABLE>
(a) Non-income producing securities.
+ The cost of investments for federal
tax purposes amounts to $23,667,925.
The net unrealized appreciation of
investments on a federal
tax basis amounts to $1,179,760 which
is comprised of $2,311,744 appreciation
and $1,131,984 depreciation,
at October 31, 1994.
Note: The categories of investments
are shown as a percentage of
assets ($226,275,006)
October 31, 1994.
(See Notes which are an integral
part of the Financial Statements)
<TABLE>
<CAPTION>
Shawmut Quantitative Equity Fund
Shawmut Growth Equity Fund
Pro Forma Combining
Statement of Assets and Liabilities
October 31, 1994 (unaudited)
<S> <C> <C> <C> <C>
Shawmut Shawmut
Growth Quantitative Pro Forma Pro Forma
Equity Fund EquityFund Adjustments Combined
Assets:
Investments, at value $22,291,248 $3,556,437 $25,847,685
Cash 127,225 --- 127,225
Dividends and interest receivable 20,381 2,821 23,202
Receivable for Fund shares sold 5,256 14,467 19,723
Receivable for investments sold 868,036 --- 868,036
Deferred expenses 12,861 2,042 ($12,861) B 2,042
Total assets 23,325,007 3,575,767 26,887,913
Liabilities:
Payable for Fund shares redeemed 56,545 --- 56,545
Payable for investments purchased 414,804 --- 414,804
Accrued expenses 37,314 39,500 64,744 A 141,558
Total liabilities 508,663 39,500 612,907
Net Assets Consist of:
Paid-in capital 21,205,610 3,527,653 24,733,263
Net unrealized appreciation 1,786,346 7,259 1,793,605
(depreciation) of investments
Accumulated net realized gain (195,968) --- (195,968)
(loss) on investments
Undistributed net investment income 20,356 1,355 (77,605) A (55,894)
Total Net Assets $22,816,344 $3,536,267 $26,275,006
Net Assets:
Trust Shares $16,970,478 $3,160,918 (59,459) C $20,071,937
Invesment Shares $5,845,866 $375,349 (18,146) C $6,203,069
Net Asset Value and
Redemption Proceeds Per Share:
Trust Shares $10.69 $10.06 $10.06
Investment Shares $10.69 $10.06 $10.06
Offering Price Per Share:+
Trust Shares $10.69 $10.06 $10.06
Investment Shares $11.14 $10.48 $10.48
Shares Outstanding:
Trust Shares 1,587,369 314,297 94,131 C 1,995,797
Investment Shares 546,967 37,301 32,173 C 616,441
Total Shares Outstanding 2,134,336 351,598 2,612,238
Investments, at identified cost $20,504,902 $3,549,178 $24,054,080
</TABLE>
+ See "What Shares Cost" in the prospectus.
A) Adjustment to reflect the cumulative effect
effect of the adjustments on the pro forma
combining statement of operations.
B) Adjustment to write off deferred
organizational cost of the Shawmut
Growth Equity Fund.
C) Adjustment to reflect class share balances
as a result of the combination.
(See Notes to Pro Forma Financial Statements)
<TABLE>
<CAPTION>
Shawmut Quantitative Equity Fund
Shawmut Growth Equity Fund
Pro Forma Combining
Statement of Operations
Year Ended October 31, 1994 (unaudited)
<S> <C> <C> <C> <C>
Shawmut
Growth Shawmut
Equity Quantitative Pro Forma Pro Forma
Fund Equity Fund + Adjustments + Combined
Investment Income:
Interest income $40,525 $32,681 $73,206
Dividend income 323,828 2,638 326,466
Total income 364,353 35,319 399,672
Expenses:
Investment advisory fee 239,796 8,318 248,114
Trustees' fees 825 --- 825
Administrative personnel 50,000 17,808 ($17,808) A 50,000
and services fees
Custodian fees 12,000 5,000 (5,000) B 12,000
Portfolio accounting fees 59,617 19,337 (18,954) C 60,000
Transfer and dividend disbursing 69,426 8,116 (7,542) C 70,000
agent fees and expenses
Fund share registration costs 20,161 --- 20,161
Auditing fees 14,013 --- 14,013
Legal fees 3,388 2,130 (2,018) D 3,500
Printing and postage 26,487 3,296 (1,983) E 27,800
Insurance premiums 5,109 4,842 (4,841) F 5,110
Distribution services fees 26,500 241 26,741
Amortization of deferred --- --- 12,861 G 12,861
organizaqtional cost
Miscellaneous 4,837 2,830 (2,567) H 5,100
Total expenses 532,159 71,918 (47,852) 556,225
Deduct---
Waiver of investment advisory 137,313 13,318 (5,000) I 145,631
fee and custodian fees
Waiver of administrative --- 17,808 (17,808) A ---
personnel and services fees
Reimbursement of other operating expenses 86,267 28,064 (102,649) I 11,682
Waiver of distribution services fees 13,250 125 13,375
Net expenses 295,329 12,603 77,605 385,537
Net investment income 69,024 22,716 (77,605) 14,135
Realized and Unrealized
Gain (loss) on Investments:
Net realized gain (loss) on (165,719) --- (165,719)
investments (identified cost basis)
Net change in unrealized appreciation
(deprecition) on investments 974,203 7,259 981,462
Net realized and unrealized 808,484 7,259 815,743
gain (loss) on investments
Change in net assets resulting $877,508 $29,975 ($77,605) $829,878
from operations
</TABLE>
+ For the period from August 4, 1994
(date of initials public investment)
to October 31, 1994.
++ See legend on following page.
(See Notes to Pro Forma Financial Statements)
Shawmut Quantitative Equity Fund
Shawmut Growth Equity Fund
Pro Forma Combining Statement of Operations (continued)
Year Ended October 31, 1994 (unaudited)
A) Administrative personnel and services fees for the combined fund
would be charged at an annual rate of .15 of 1% on the first $250
million of average aggregate daily net assets of the Trust; .125 of 1%
on the next $250 million; .10 of 1% on the next $250 million; and .075
of 1% on the average aggregate daily net assets of the Trust in excess
of $750 million, subject to a $50,000 per year minimum. There would
have been no voluntary waiver of administrative personnel and services
fees by the Administrator.
B) Shawmut Bank, N.A., is the Trust's custodian. The pro forma
combined custodian fee is based on each fund's average net assets, plus
out-of-pocket expenses, subject to a $12,000 per year minimum. The
custodian voluntarily waived all custodian fees charged to the Trust
during the fiscal year ended October 31, 1994.
C) Portfolio accounting fees are based on each fund's average net
assets for the period, plus out-of-pocket expenses, subject to an
monthly minimum fee. Transfer and dividend disbursing agent fees and
expenses are based on the size, type and number of accounts and
transactions made by shareholders, plus a monthly minimum fee. Due to
the relatively small size of the two merged funds, the pro forma
combined portfolio accounting fee and transfer and dividend disbursing
agent fees and expenses would consist of one fund's minimum annual fees,
plus combined out-of-pocket charges.
D) Pro forma combined legal fees are adjusted to include one fund's
legal retainers, plus estimated out-of-pocket charges.
E) Printing and postage expenses are adjusted to reflect estimated
printing charges incurred by a combined fund.
F) Insurance premiums are allocated from a group coverage, the
allocation is comprised of a base amount, plus a portion based on
average net assets. The pro forma combined insurance premium equals
the base premium of one fund, plus an allocation based on combined
assets.
G) Adjustment to write off deferred organizational cost of Shawmut
Growth Equity Fund.
H) Pro forma combined miscellaneous expenses are adjusted to reflect
estimated charges incurred by combined fund.
I) The waiver of investment advisory fee and custodian fees, and
reimbursement of other operating expenses have been adjusted in order to
limit net operating expenses to 1.50% of average net assets on Trust
Shares and 1.75% on Investment Shares.
(See notes to Pro Forma Financial Statements.)
Shawmut Quantitative Equity Fund
Shawmut Growth Equity Fund
Notes to Pro Forma Financial Statements
October 31, 1994 (unaudited)
1. Basis of Combination
The unaudited Pro Forma Combining Portfolio of Investments,
Statement of Assets and Liabilities and the Statement of
Operations reflect the accounts of Shawmut Growth Equity Fund and
Shawmut Quantitative Equity Fund (the "Funds"), two of twelve
portfolios offered by The Shawmut Funds (the "Trust") for the year
ended October 31, 1994. These statements have been derived from
the Funds' books and records utilized in calculating daily net
asset value at October 31, 1994.
The Pro Forma Combining Portfolio of Investments, Statement of
Assets and Liabilities and the Statement of Operations should be
read in conjunction with the historical financial statements of
the Trust incorporated by reference in the Statement of Additional
Information. The Funds follow generally accepted accounting
principles applicable to management investment companies which are
disclosed in the historical financial statements dated October 31,
1994.
The pro forma statements give effect to the proposed transfer of
the assets and stated liabilities of Shawmut Growth Equity Fund in
exchange for shares of Shawmut Quantitative Equity Fund. Shawmut
Growth Equity Fund record date shareholders that are financial
organizations authorized to act in a fiduciary, advisory, agency,
custodial, or similar capacity will receive Shawmut Quantitative
Equity Fund shares. Under generally accepted accounting
principles, Shawmut Quantitative Equity Fund will be the surviving
entity for accounting purposes with its historical cost of
investment securities and results of operations being carried
forward.
The pro forma financial statements have been adjusted to reflect
the anticipated advisory, administration, custodial and
distribution fee arrangements for the surviving entity, including
anticipated voluntary fee waivers. Certain other operating costs
have also been adjusted to reflect anticipated expenses of the
combined entity. Other costs which may change as a result of the
reorganization are currently undeterminable.
For the fiscal year ended October 31, 1994, the Shawmut Growth
Equity Fund and Shawmut Quantitative Equity Fund were entitled to
investment advisory fees computed at the annual rate of 1.00% and
1.00%, respectively, of average daily net assets.
The advisor, administrator, custodian and distributor may
voluntarily choose to waive a portion of their fees and the
adviser may reimburse certain operating expenses of Shawmut Growth
Equity Fund and Shawmut Quantitative Equity Fund.
Shawmut Quantitative Equity Fund
Shawmut Growth Equity Fund
Notes to Pro Forma Financial Statements (unaudited)
2. Shares of Beneficial Interest
The pro forma net asset value per share assumes the issuance of
shares of the Shawmut Quantitative Equity Fund which would have
been issued at October 31, 1994, in connection with the proposed
reorganization. The pro forma number of shares outstanding of
2,612,238 includes 1,681,500 Trust shares and 579,140 Investment
shares assumed issued in the reorganization.
STATEMENT OF ADDITIONAL INFORMATION
March 2, 1995
Acquisition of the assets of
SHAWMUT GROWTH EQUITY FUND,
By and in exchange for shares of
SHAWMUT QUANTITATIVE EQUITY FUND,
portfolios of THE SHAWMUT FUNDS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-SHAWMUT
This Statement of Additional Information dated March 2, 1995 is not a
prospectus. A Prospectus/Proxy Statement dated March 2, 1995 related to
the above-referenced matter may be obtained from The Shawmut Funds, on
behalf of its portfolio, Quantitative Equity Fund, Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779. This Statement of
Additional Information should be read in conjunction with such
Prospectus/Proxy Statement.
TABLE OF CONTENTS
1. Combined Statements of Additional Information of Shawmut Equity
Funds, including Shawmut Quantitative Equity Fund and Shawmut
Growth Equity Fund, portfolios of The Shawmut Funds, dated
December 31, 1994.
2. The Shawmut Funds' Annual Report, including Shawmut
Quantitative Equity Fund and Shawmut Growth Equity Fund,
portfolios of The Shawmut Funds, dated October 31, 1994.
The Combined Statement of Additional Information of Shawmut Equity Funds
including Shawmut Quantitative Equity Fund ("Quantitative Equity Fund")
and Shawmut Growth Equity Fund ("Growth Equity Fund"), portfolios of The
Shawmut Funds (the "Trust"), dated December 31, 1994, is incorporated
herein by reference to Post-Effective Amendment No. 12 to the Trust's
Registration Statement on Form N-1A (File No. 33-48933), which was filed
with the Securities and Exchange Commission on or about December 27,
1994. A copy may be obtained from the Trust at Federated Investors
Tower, Pittsburgh, PA 15222-3279. Telephone Number: 1-800-SHAWMUT.
The financial statements of The Shawmut Funds, including Quantitative
Equity Fund and Growth Equity Fund, dated October 31, 1994, have been
audited by Price Waterhouse LLP for the periods indicated in their
report, which is included in the Annual Report for the year ended
October 31, 1994. The Annual Report and the report of Price
Waterhouse LLP are incorporated herein by reference. The Annual Report
was filed with the Securities and Exchange Commission on or about
December 27, 1995.
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to officers and trustees 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 from liabilities
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, and 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(2)
1.2 Conformed copies of Amendment Nos. 1 through 6 to the Declaration
of Trust of the Registrant(1)
1.3 Conformed copy of Amendment No. 7 to the Declaration of Trust of
the Registrant(2)
2. Copy of Bylaws of the Registrant(2)
3. Not Applicable
4. Agreement and Plan of Reorganization, dated January 25, 1995,
between Shawmut Quantitative Equity Fund and Shawmut Growth Equity
Fund, portfolios of The Shawmut Funds, a Massachusetts business
trust*
5. Not Applicable
6.1 Conformed copy of Investment Advisory Contract of the Registrant,
including conformed copies of Exhibits A through E to the
Investment Advisory Contract(1)
6.2 Conformed copy of Exhibit F to the Investment Advisory Contract of
the Registrant to add the Shawmut Quantitative Equity Fund to the
present Investment Advisory Contract(2)
6.3 Conformed copy of Sub-Advisory Contract between Shawmut Bank,
N.A., and Marque Millenium Group Limited, the sub-adviser to the
Shawmut Quantitative Equity Fund(2)
7.1 Conformed copy of Distributor's Contract of the Registrant,
including conformed copies of Exhibits A through T to the
Distributor's Contract(1)
7.2 Conformed copy of Exhibits U and V to the Distributor's Contract
of the Registrant to add the Shawmut Quantitative Equity Fund
(Investment Shares and Trust Shares) to the present Distributor's
Contract(2)
8. Not Applicable
9. Conformed Copy of Custody Agreement of the Registrant(2)
10.1 Conformed copy of Distribution Plan, including conformed copies of
Exhibits A through L to the Distribution Plan(1)
10.2 Conformed copy of Exhibit M to the Distribution Plan to add the
Shawmut Quantitative Equity Fund (Investment Shares) to the
present Distribution Plan(2)
10.3 Copy of Rule 12b-1 Agreement, though Amendment No. 3 to Exhibit
A(2)
11. Opinion regarding legality of shares being issued*
12. Form of Opinion regarding tax consequences of Reorganization*
13.1 Conformed Copy of Portfolio Accounting and Shareholder
Recordkeeping Agreement of the Registrant(2)
13.2 Conformed Copy of Agreement between Federated Services Company and
National Financial Services Corporation with respect to omnibus
accounts(2)
14. Conformed copy of Consent of Independent Accountants*
15. Not Applicable
16. Conformed Copy of Power of Attorney(1)
17.1 Copy of Declaration under Rule 24f-2*
17.2 Form of Proxy*
__________________
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 11 on Form N-1A filed on April 22, 1994 (File
Nos. 33-48933 and 811-58437).
(2) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 12 on Form N-1A filed on December 28, 1994 (File
Nos. 33-48933 and 811-58437).
Item 17. Undertakings
The undersigned Registrant agrees that prior to any public
reofferring 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 reofferring 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.
The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, The Shawmut 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 27, 1995.
THE SHAWMUT FUNDS
(Registrant)
By:/s/ Robert C. Rosselot
Robert C. Rosselot, Assistant Secretary
Attorney in Fact for John F. Donahue
January 27, 1995
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
NAME TITLE DATE
By: /s/Robert C. Rosselot
Robert C. Rosselot Attorney In Fact January 27, 1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer and Trustee
(Principal Financial and
Accounting Officer)
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
THE SHAWMUT FUNDS
SHAWMUT GROWTH EQUITY FUND-TRUST SHARES
SPECIAL MEETING OF SHAREHOLDERS APRIL 21, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
SHAWMUT GROWTH EQUITY FUND, an investment portfolio of THE SHAWMUT
FUNDS, hereby appoint Robert C. Rosselot, Kathleen R. O'Brien, Stephen
R. Newcamp, Patricia L. Godlewski and Patricia F. Conner, or any of them
true and lawful attorneys, with power of substitution of each, to vote
all shares of SHAWMUT GROWTH EQUITY FUND, which the undersigned is
entitled to vote, at the Special Meeting of Shareholders to be held on
April 21, 1995, at Federated Investors Tower, Pittsburgh, Pennsylvania,
at 2:00 p.m. and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSAL
1. TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF REORGANIZATION.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choice made on this ballot. IF NO CHOICE IS
INDICATED AS TO ANY MATTER, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON
THE MATTER PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. Place the mail-in stub so that the return
address, located on the reverse side of the ballot, appears through the
window of the envelope.
SHAWMUT GROWTH EQUITY FUND-
TRUST SHARES PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR
DISAPPROVE AN AGREEMENT AND
PLAN OF REORGANIZATION
o FOR
o AGAINST
o ABSTAIN
Please sign EXACTLY as your name(s) appear above. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc.,
please give your full title as such. If a corporation or partnership,
please sign the full name by an authorized officer or partner. If stock
is owned jointly, all owners should sign.
Dated: ___________________________________, 19_________
_______________________________________________________
_______________________________________________________
Signature(s) of Shareholder(s)
THE SHAWMUT FUNDS
SHAWMUT GROWTH EQUITY FUND-INVESTMENT SHARES
SPECIAL MEETING OF SHAREHOLDERS APRIL 21, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
SHAWMUT GROWTH EQUITY FUND, an investment portfolio of THE SHAWMUT
FUNDS, hereby appoint Robert C. Rosselot, Kathleen R. O'Brien, Stephen
R. Newcamp, Patricia L. Godlewski and Patricia F. Conner, or any of them
true and lawful attorneys, with power of substitution of each, to vote
all shares of SHAWMUT GROWTH EQUITY FUND, which the undersigned is
entitled to vote, at the Special Meeting of Shareholders to be held on
April 21, 1995, at Federated Investors Tower, Pittsburgh, Pennsylvania,
at 2:00 p.m. and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSAL
1. TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF REORGANIZATION.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choice made on this ballot. IF NO CHOICE IS
INDICATED AS TO ANY MATTER, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON
THE MATTER PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. Place the mail-in stub so that the return
address, located on the reverse side of the ballot, appears through the
window of the envelope.
SHAWMUT GROWTH EQUITY FUND-
INVESTMENT SHARES PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR
DISAPPROVE AN AGREEMENT AND
PLAN OF REORGANIZATION
o FOR
o AGAINST
o ABSTAIN
Please sign EXACTLY as your name(s) appear above. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc.,
please give your full title as such. If a corporation or partnership,
please sign the full name by an authorized officer or partner. If stock
is owned jointly, all owners should sign.
Dated: ___________________________________, 19_________
_______________________________________________________
_______________________________________________________
Signature(s) of Shareholder(s)
Exhibit 11
THE SHAWMUT FUNDS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Phone: 412-288-8515
Fax: 412-288-8141
January 26, 1995
The Trustees of
The Shawmut Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
The Shawmut Funds (the "Trust") proposes to issue shares of
beneficial interest representing interests in a separate portfolio of
securities known as Shawmut Quantitative Equity Fund (such shares of
beneficial interest being herein referred to as the "Shares") in
connection with the acquisition of the assets of Shawmut Growth Equity
Fund, a separate portfolio of the Trust, pursuant to the Agreement and
Plan of Reorganization dated January 25, 1995 (the "Agreement"), filed
as an exhibit to the registration statement of the Trust filed on Form N-
14 (Securities Act of 1933 No. to be assigned) under the Securities Act
of 1933 as amended (the "N-14 Registration").
As counsel, I have participated in the organization of the
Trust, its registration under the Investment Company Act of 1940, as
amended, the registration of its securities on Form N-1A under the
Securities Act of 1933, and its N-14 Registration. I have examined and
am familiar with the written Declaration of Trust dated July 16, 1992,
(the "Declaration of Trust"), the Bylaws of the Trust, the Agreement and
such other documents and records deemed relevant. I have also reviewed
questions of law and consulted with counsel thereon as deemed necessary
or appropriate by me for the purposes of this opinion.
Based upon the foregoing, it is my opinion that:
1. The Trust is duly organized and validly existing
pursuant to the Declaration of Trust.
2. The Shares which are currently being registered by the
N-14 Registration may be legally and validly issued in accordance with
the provisions of the Agreement and the Declaration of Trust upon
receipt of consideration sufficient to comply with the provisions of
Article III, Section 3, of the Declaration of Trust and subject to
compliance with the Securities Act of 1933, as amended, the Investment
Company Act of 1940, as amended, and applicable state laws regulating
the sale of securities. Such Shares, when so issued, will be fully paid
and non-assessable.
The Trustees of
The Shawmut Funds
January 26, 1995
Page 2
I consent to your filing this opinion as an exhibit to the N-
14 Registration referred to above and to any application or registration
statement filed under the securities laws of any of the states of the
United States. I further consent to the reference to myself under the
caption "Legal Counsel" in the prospectus filed as a part of such
Registration Statement, applications, and registration statements.
Very truly yours,
By: /s/ Robert C. Rosselot
Robert C. Rosselot
Fund Attorney
RCR/dlm
Exhibit 12
[FORM OF OPINION]
_________________, 1995
Shawmut Growth Equity Fund,
a portfolio of
The Shawmut Funds
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Shawmut Quantitative Equity Fund,
a portfolio of
The Shawmut Funds
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Ladies and Gentlemen:
We have acted as special counsel in connection with, and you
have requested our opinion concerning the federal income tax
consequences of, a transaction (the "Reorganization") in which all of
the assets of Shawmut Growth Equity Fund (the "Acquired Fund"), a
portfolio of The Shawmut Funds, a Massachusetts business trust (the
"Trust"), will be acquired by Shawmut Quantitative Equity Fund (the
"Acquiring Fund"), also a portfolio of the Trust, in exchange solely for
shares of beneficial interest of the Acquiring Fund (the "Acquiring Fund
Shares"). The terms and conditions of this transaction are set forth in
an Agreement and Plan of Reorganization dated January 25, 1995, between
the Trust, on behalf of the Acquired Fund, and the Trust, on behalf of
the Acquiring Fund (the "Reorganization Agreement"). This opinion is
rendered to you pursuant to paragraph 8.5 of the Reorganization
Agreement, and all terms used herein have the meanings assigned to them
in the Reorganization Agreement.
Both the Acquired Fund and the Acquiring Fund are open-end,
management investment companies which qualify as regulated investment
companies described in Section 851(a) of the Internal Revenue Code of
1986, as amended (the "Code"). The Acquired Fund and the Acquiring Fund
are engaged in the business of investing in professionally managed
portfolios of equity securities.
On the Closing Date under the Reorganization Agreement, the
Acquired Fund will transfer its entire investment portfolio to the
Acquiring Fund. In exchange, the Acquiring Fund will transfer to the
Acquired Fund, Acquiring Fund Shares in an amount equal in value to the
assets transferred by the Acquired Fund to the Acquiring Fund. The
Acquired Fund will thereupon liquidate and distribute its Acquiring Fund
Shares pro rata to its shareholders ("Acquired Fund Shareholders").
We have reviewed and relied upon the representations contained
in the Reorganization Agreement and in such other documents and
instruments as we have deemed necessary for the purposes of this
opinion, and have reviewed the applicable provisions of the Code,
current regulations and administrative rules thereunder and pertinent
case law.
Based upon the foregoing, and assuming that the Reorganization
and related transactions will take place as described in the
Reorganization Agreement, we are of the opinion that, for federal income
tax purposes:
(a) The transfer of all of the Acquired Fund assets in
exchange for the Acquiring Fund Shares and the distribution of the
Acquiring Fund Shares to the Acquired Fund Shareholders in liquidation
of the Acquired Fund will constitute a "reorganization" within the
meaning of Section 368(a)(1)(C) of the Code;
(b) No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Acquired Fund solely in exchange
for the Acquiring Fund Shares;
(c) No gain or loss will be recognized by the Acquired Fund
upon the transfer of the Acquired Fund assets to the Acquiring Fund in
exchange for the Acquiring Fund Shares or upon the distribution (whether
actual or constructive) of the Acquiring Fund Shares to Acquired Fund
Shareholders in exchange for their shares of the Acquired Fund;
(d) No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the
Acquiring Fund Shares;
(e) The tax basis of the Acquired Fund 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;
(f) The tax basis of the Acquiring Fund Shares received by
each of the Acquired Fund Shareholders pursuant to the Reorganization
will be the same as the tax basis of the Acquired Fund shares held by
such shareholder immediately prior to the Reorganization;
(g) 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; and
(h) The holding period of the Acquiring Fund Shares received
by each 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).
We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission as an exhibit to the Registration
Statement on Form N-14 filed by the Trust in connection with the
Reorganization, and to the references to this firm and this opinion in
the Prospectus/Proxy Statement which is contained in such Registration
Statement.
Very truly yours,
_____________________________
Exhibit 14
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus/Proxy
Statement and the Statement of Additional Information constituting part of
the Registration Statement on Form N-14 (the "Registration Statement") of
The Shawmut Growth Equity Fund of our report dated December 16, 1994,
relating to the financial statements and financial highlights appearing in
the October 31, 1994 The Shawmut Funds Annual Report, which financial
statements and financial highlights are also incorporated by reference into
the Registration Statement. We also consent to the reference to us in the
Statement of Additional Information.
PRICE WATERHOUSE LLP
Price Waterhouse LLP
Boston, Massachusetts
January 25, 1995
Exhibit 17.1
Rule 24f-2 Notice
THE SHAWMUT FUNDS
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 33-48933
(i) fiscal period for which notice is filed October 31, 1994
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at November 1, 1993,
the beginning of the Registrant's fiscal
period -0-
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 -0- -0-
(iv) The number or amount of securities
sold during the fiscal period of this
notice 1,663,851,502
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 1,663,851,502
WITNESS the due execution hereof this 20th day of December, 1994.
By: /s/ Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v) $1,813,132,445
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed $1,301,763,208
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed -0- 1,301,763,208
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based $511,369,237
FEE SUBMITTED (1/29 of 1% of Total amount) $176,334
