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
Copy to:
Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L. Street, N.W.
Washington, D.C. 20037
(Name and Address of Agent for Service)
It is proposed that this filing will become effective thirty days
after it is filed 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. During the most recent fiscal year ended October 31, 1995.
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, Growth
and Income Equity Fund, and
Quantitative Equity Fund
6. Information About the Company
Being Acquired........................ Information About the Trust, Growth
and Income Equity Fund, and
Quantitative 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
Item of Part B of Form N-14 and Caption Caption or Location in Statement
of Additional Information
10. Cover Page .......................... Cover Page
11. Table of Contents ................... Table of Contents
12. Additional Information About the
Registrant.......................... Statement of Additional Information
of Shawmut Equity Funds, dated
October 31, 1994
13. Additional Information About the
Company Being Acquired............... Statement of Additional Information
of Shawmut Equity Funds, dated
October 31, 1994
14. Financial Statements................. Annual Reports of The Shawmut Funds
THE SHAWMUT FUNDS
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
OF SHAWMUT QUANTITATIVE EQUITY FUND
A Special Meeting of Shareholders of Shawmut Quantitative Equity Fund
("Quantitative Equity Fund") will be held at 2:00 p.m. on July 25, 1995, at the
offices of Quantitative 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 Quantitative Equity Fund and Shawmut Growth
and Income Equity Fund ("Growth and Income Equity Fund"), dated May
22, 1995, whereby Growth and Income Equity Fund would acquire all of
the assets of Quantitative Equity Fund in exchange for Trust Shares
and Investment Shares of Growth and Income Equity Fund to be
distributed pro rata by Quantitative Equity Fund to its shareholders
of Trust Shares and Investment Shares, respectively, in complete
liquidation and dissolution of Quantitative 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,
John W. McGonigle
Secretary
Dated: ________, 1995
SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON _________ 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 QUANTITATIVE EQUITY FUND
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Shareholder:
The Board of Trustees and management of The Shawmut Funds (the "Trust"), on
behalf of its portfolio, Shawmut Quantitative Equity Fund ("Quantitative Equity
Fund"), are pleased to submit for your vote a proposal to transfer all of the
Quantitative Equity Fund's assets to another investment portfolio of the Trust,
Shawmut Growth and Income Equity Fund ("Growth and Income Equity Fund"). Growth
and Income Equity Fund has a similar investment objective and substantially
similar investment policies as Quantitative Equity Fund. As part of the
transaction, shareholders of Trust Shares or Investment Shares of Quantitative
Equity Fund would receive Trust Shares or Investment Shares, respectively, in
Growth and Income Equity Fund equal in value to their shares in Quantitative
Equity Fund and Quantitative Equity Fund would be dissolved.
The Board of Trustees of the Trust, as well as Shawmut Bank, N.A., Quantitative
Equity Fund's investment adviser, believe the proposed Agreement and Plan of
Reorganization is in the best interests of Quantitative Equity Fund
shareholders. Since Quantitative Equity Fund began operations in June 1994, the
growth of Quantitative Equity Fund's assets have not met expectations. The
Quantitative Equity Fund's total net assets were slightly under $___ million on
_________, 1995. In addition, there are expectations of no further growth and
possibly continuing asset dissipation due to various factors associated with the
potential removal of Marque Millennium Group Limited. as Quantitative Equity
Fund's sub-adviser, and the merger of Shawmut National Corporation and Fleet
Financial Group, the current parents of Quantitative Equity Fund's investment
adviser and Fleet Investment Advisers, an investment adviser, respectively. We
believe the proposed Agreement and Plan of Reorganization offers shareholders of
Quantitative Equity Fund the opportunity to pursue a similar investment
objective under substantially similar investment policies in Growth and Income
Equity Fund, which has a lower expense ratio due to improved economies of
scale.
We believe the transfer of Quantitative 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 transfer will be
effected only if approved by a majority of Quantitative 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 1-800-467-Shawmut.
Thank you for your prompt attention and participation.
Sincerely,
THE SHAWMUT FUNDS
Edward C. Gonzales
President
PROSPECTUS/PROXY STATEMENT
___________, 1995
Acquisition of the Assets of
SHAWMUT QUANTITATIVE EQUITY FUND,
a portfolio of The Shawmut Funds
By and in exchange for shares of
SHAWMUT GROWTH AND INCOME EQUITY FUND,
a portfolio 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 "Agreement"), dated May 22, 1995, whereby Shawmut Growth
and Income
Equity Fund ("Growth and Income Equity Fund") would acquire all of the assets
of Shawmut
Quantitative Equity Fund ("Quantitative Equity Fund"), both portfolios of The
Shawmut
Funds, a Massachusetts business trust (the "Trust"), in exchange for Growth
and Income
Equity Fund shares to be distributed pro rata by Quantitative Equity Fund to its
shareholders in complete liquidation and dissolution of Quantitative Equity
Fund. As a
result of the Agreement, each shareholder of Trust Shares or Investment
Shares of
Quantitative Equity Fund will become the owner of Trust Shares or Investment
Shares,
respectively, of Growth and Income Equity Fund having a total value equal
to the total
value of his or her holdings in Quantitative Equity Fund.
The Trust is an open-end management investment company which currently
includes several
portfolios, each of which has its own investment objective. Growth and
Income Equity
Fund and Quantitative Equity Fund are both portfolios of the Trust. The
investment
objective of Growth and Income Equity Fund is to provide a relatively high
total return
through long-term capital appreciation and current income while Quantitative
Equity
Fund's investment objective is to provide growth of capital. Both Growth
and Income
Equity Fund and Quantitative 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
Growth and
Income Equity Fund or Quantitative 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 Growth and
Income Equity Fund and Quantitative Equity Fund, see "Summary of the
Reorganization,
Growth and Income Equity Fund, and Quantitative Equity Fund."
This Prospectus/Proxy Statement should be retained for future reference. It
sets forth
concisely the information about the Trust and Growth and Income Equity Fund
that a
prospective investor should know before investing. The Combined Prospectus
of The
Shawmut Equity Funds dated December 31, 1994, is included with this
Prospectus/Proxy
Statement. The Combined Prospectus includes information concerning Growth
and Income
Equity Fund. A Statement of Additional Information for The Shawmut Equity
Funds dated
December 31, 1994 (relating to Shawmut Equity Funds' prospectus of the same
date) and
__________, 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.
TABLE OF CONTENTS
Summary of Expenses...............................................
........................2
Summary of the Reorganization, Growth and Income Equity Fund,
and Quantitative Equity Fund 4
Information About the Reorganization. 7
Additional Information About Growth and Income Equity Fund and
Quantitative Equity Fund 10
Voting Information. 11
Agreement and Plan of Reorganization. Exhibit A
Prospectus of Shawmut Equity Funds
THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT DEPOSITS OR
OBLIGATIONS OF
ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY
THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY.
AN INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF
PRINCIPAL.
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.
SUMMARY OF EXPENSES
Growth and IncomeQuantitative Equity
Equity Fund Fund
Investment SharesInvestment Shares
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)................... 4.00% 4.00%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) None None
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, as applicable) None None
Redemption Fees (as a percentage of amount redeemed,
if applicable) None None
Exchange Fee None None
ANNUAL INVESTMENT SHARES OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver) (1) 0.80% 0.00%
12b-1 Fees (2) 0.25% 0.25%
Total Other Expenses(3) 0.24% 1.50%
Total Investment Shares Operating Expenses (after waiver
and reimbursement)(4) 1.29% 1.75%
(1) The management fee has been reduced to reflect the voluntary waiver by the
investment adviser. The advisers can terminate this voluntary waiver at any
time
at its sole discretion. The maximum management fee is 1.00%.
(2) The 12b-1 fee has been reduced to reflect the voluntary waiver by the
distributor. The Equity Funds can pay up to 0.50% of the average daily net
assets
of Investment Shares as a 12b-1 fee to the distributor.
(3 Estimated other expenses for Quantitative Equity Fund have been reduced to
reflect the voluntary waiver by the administrator and reimbursement by the
adviser.
Estimated other expenses for both Growth and Income Equity Fund and
Quantitative
Equity Fund have been reduced to reflect the voluntary waiver by the
custodian of
its fee.
(4) Absent the anticipated voluntary waivers and reimbursement explained in the
above footnotes, the Investment Shares Operating Expenses are estimated to
be 1.74%
for Growth and Income Equity Fund and 9.12% for Quantitative Equity Fund.
The purpose of this table is to assist an investor in understanding the
various costs
and expenses that a shareholder of Investment Shares will bear, either
directly or
indirectly. For more complete descriptions of the various costs and
expenses, see
"The Shawmut Funds Information" and "Investing in Investment Shares" in the
Equity
Funds prospectus for The Shawmut Funds - Investment Shares. Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
EXAMPLE
You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual
return and (2) redemption at the end of each time period. As noted in the table
above, neither Growth and Income Equity Fund nor Quantitative Equity Fund
charge a
redemption fee.
1 Year 3 Years 5 Years 10 Years
Growth and Income Equity Fund $53 $79 $108 $189
Quantitative Equity Fund $57 $93 $131 $238
The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
SUMMARY OF EXPENSES
Growth and IncomeQuantitative Equity
Equity Fund Fund
Trust Shares Trust Shares
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)................... None None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price) None None
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, as applicable) None None
Redemption Fees (as a percentage of amount redeemed,
if applicable) None None
Exchange Fee None None
ANNUAL INVESTMENT SHARES OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver) (1) 0.80% 0.00%
12b-1 Fees None None
Total Other Expenses(2) 0.24% 1.50%
Total Investment Shares Operating Expenses (after waiver
and reimbursement)(3) 1.04% 1.50%
(1) The management fee has been reduced to reflect the voluntary waiver by the
investment adviser. The advisers can terminate this voluntary waiver at
any time
at its sole discretion. The maximum management fee is 1.00%.
(2) Estimated other expenses for Quantitative Equity Fund have been
reduced to
reflect the voluntary waiver by the administrator and reimbursement by the
adviser.
Estimated other expenses for both Growth and Income Equity Fund and Quantitative
Equity Fund have been reduced to reflect the voluntary waiver by the custodian
of its fee.
(3) Absent the anticipated voluntary waivers and reimbursement explained in the
above footnotes, the Trust Shares Operating Expenses are estimated to be 1.24%
for
Growth and Income Equity Fund and 8.62% for Quantitative Equity Fund.
The purpose of this table is to assist an investor in understanding the
various costs
and expenses that a shareholder of Trust Shares will bear, either directly or
indirectly. For more complete descriptions of the various costs and expenses,
see
"The Shawmut Funds Information" and "Investing in Investment Shares" in the
Equity
Funds prospectus for The Shawmut Funds - Trust Shares. Wire-transferred
redemptions
of less than $5,000 may be subject to additional fees.
EXAMPLE
You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual
return and (2) redemption at the end of each time period. As noted in the table
above, neither Growth and Income Equity Fund nor Quantitative Equity Fund
charge a redemption fee.
1 Year 3 Years 5 Years 10 Years
Growth and Income Equity Fund $11 $33 $57 $127
Quantitative Equity Fund $15 $47 $82 $179
The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
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 Quantitative
Equity Fund ("Quantitative Equity Fund") and Shawmut Growth and Income Equity
Fund ("Growth and Income Equity Fund"), the approval of an Agreement and Plan of
Reorganization (the "Agreement"), dated May 22, 1995, whereby Growth and Income
Equity Fund would acquire all of the assets of Quantitative Equity Fund in
exchange for Growth and Income Equity Fund shares to be distributed pro rata by
Quantitative Equity Fund to its shareholders in a complete liquidation and
dissolution of Quantitative 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 Trust Shares or Investment
Shares of Quantitative Equity Fund will become the owner of Trust Shares or
Investment Shares, respectively, of Growth and Income Equity Fund having a total
value equal to the total value of his or her holdings in Quantitative Equity
Fund on the date of the Reorganization, which is scheduled for July 28, 1995.
As a condition to the Reorganization, the Trust 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 Quantitative Equity Fund or its
shareholders. The tax cost basis of the Growth and Income Equity Fund shares
received by Quantitative Equity Fund shareholders will be the same as the tax
cost basis of their shares in Quantitative Equity Fund.
After the acquisition is completed, Quantitative Equity Fund will liquidate and
terminate as portfolio of the Trust. The Trust will continue to be registered
as an investment company under the Investment Company Act of 1940, as amended
(the "1940 Act").
Investment Objective and Policies
The investment objective of Growth and Income Equity Fund is to provide a
relatively high total return through long-term capital appreciation and current
income while Quantitative Equity Fund's investment objective is to provide
growth of capital. Both Growth and Income Equity Fund and Quantitative 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
Growth and Income Equity Fund's and Quantitative Equity Fund's investment
adviser is Shawmut Bank, N.A. (the "Adviser"), which currently makes investment
decisions for the Growth and Income Equity Fund and Quantitative Equity Fund.
With respect to Quantitative Equity Fund, the Adviser utilizes the services of
Marque Millennium Group Limited, as described below. The arrangement with the
Adviser is identical for Growth and Income Equity Fund and Quantitative Equity
Fund. The Adviser may receive an annual investment advisory fee of up to 1.00%
of each Growth and Income Equity Fund's and Quantitative 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 Growth and Income Equity
Fund and Quantitative 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 Growth and Income Equity Fund and
Quantitative Equity Fund for certain operating expenses. The Adviser can
terminate such voluntary waiver or reimbursement policy with either Growth and
Income Equity Fund or Quantitative Equity Fund at any time at its sole
discretion.
The principal difference between Growth and Income Equity Fund's and
Quantitative Equity Fund's payment of advisory fees is that Quantitative Equity
Fund has a sub-adviser, Marque Millennium Group Limited ("Marque Millennium" or
the "Sub-Adviser"), to whom the Adviser pays a portion of the advisory fees that
it collects. Marque Millennium uses a quantitative computer valuation model to
evaluate the relative attractiveness of common stocks selected based upon their
price momentum. For the services provided and the expenses incurred by the Sub-
Adviser pursuant to the sub-advisory agreement, Marque Millennium 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 Millennium 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 Growth and Income
Equity Fund and Quantitative Equity Fund. If the Reorganization is consummated,
FSC would continue to be the principal distributor of Growth and Income Equity
Fund. In addition, Growth and Income Equity Fund and Quantitative 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, Growth and Income Equity Fund and Quantitative 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 Growth and Income
Equity Fund or Quantitative Equity Fund. The Plan and fees associated thereto
which is currently in effect for either Growth and Income Equity Fund or
Quantitative Equity Fund would continue for Growth and Income Equity Fund if the
Reorganization is consummated.
Purchase and Redemption Procedures
Procedures for the purchase and redemption of Growth and Income Equity Fund
shares are identical to procedures currently applicable to the purchase and
redemption of Quantitative Equity Fund shares. Any questions about such
procedures may be directed to, and assistance in effecting purchases or
redemptions of Growth and Income Equity Fund shares may be obtained by
calling 1-800-SHAWMUT.
Reference is made to the Shawmut Equity Funds Prospectus for Growth and Income
Equity Fund and Quantitative 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 Growth and Income Equity
Fund and Quantitative Equity Fund shares, respectively.
Exchange Privileges
Shareholders in Growth and Income Equity Fund and Quantitative Equity Fund
currently have an identical exchange privilege. If the Reorganization is
consummated, shareholders from Quantitative Equity Fund would continue to have
these exchange privileges as shareholders of Growth and Income Equity Fund.
Shareholders in Growth and Income Equity Fund and Quantitative 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 Growth and Income Equity Fund or Quantitative 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 Growth and Income Equity Fund or Quantitative 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 Growth
and Income Equity Fund and Quantitative Equity Fund shares, respectively.
COMPARISON OF INVESTMENT POLICIES AND RISK FACTORS
Growth and Income Equity Fund and Quantitative Equity Fund have similar
investment objectives. Growth and Income Equity Fund seeks to provide
relatively high total return through long-term capital appreciation and current
income while Quantitative Equity Fund seeks to provide growth of capital. Both
Growth and Income Equity Fund and Quantitative Equity Fund are fluctuating net
asset value management investment companies (mutual funds).
Growth and Income Equity Fund and Quantitative Equity Fund invest at least 65%
of their respective net assets in equity securities that include common stocks.
Growth and Income Equity Fund and Quantitative 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, Growth and Income Equity Fund and Quantitative Equity
Fund may invest in 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 Growth and Income Equity Fund's and
Quantitative Equity Fund's permitted investments is in their respective policies
for equity securities selection. Growth and Income Equity Fund invests in
equity securities that offer investors an opportunity to pursue total return
through both capital appreciation and current income. The Growth and Income
Equity Fund generally seeks to achieve a yield that exceeds the composite
dividend yield of securities included in the Standard & Poor's 500 Composite
Stock Index. The securities in which the Growth and Income Equity Fund may
invest include growth oriented stocks of issuers with small capitalization.
Small capitalization stocks have historically been more volatile in price than
larger capitalization stocks, such as those included in the Standard and Poor's
500 Composite Stock 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 and Income Equity Fund, will be more volatile than broad
stock market indices such as the Standard and Poor's 500 Index.
In contrast, 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.
Both Growth and Income Equity Fund's and Quantitative Equity Fund's investment
objective and policies are more fully described in the Combined Prospectus.
The investment restrictions and investment policies of Growth and Income Equity
Fund and Quantitative Equity Fund are similar. Reference is made to Growth and
Income Equity Fund's and Quantitative 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 Growth and Income Equity Fund and
Quantitative Equity Fund. Copies of the Combined Statement of Additional
Information are available upon request at no charge. See "Information About the
Trust, Growth and Income Equity Fund, and Quantitative Equity Fund."
INFORMATION ABOUT THE REORGANIZATION
Background and Reasons for the Proposed Acquisition
Quantitative Equity Fund was organized in 1994 in order to provide an investment
vehicle that pursues growth of capital. Although the Board is satisfied with
Quantitative Equity Fund's performance, both the Board and the Adviser are
concerned about the relatively small amount of total assets invested in
Quantitative Equity Fund and the relatively high level of operating expenses
sustained by Quantitative Equity Fund. In addition, the Board has been advised
that Shawmut Bank, N.A., the adviser to Quantitative Equity Fund, and Marque
Millennium Group Limited, the sub-adviser, desire to terminate their
relationship with regard to the management of Quantitative Equity Fund. In this
setting, the Board was asked to consider a transfer of all of the Quantitative
Equity Fund's assets to Growth and Income Equity Fund. In connection with this
transaction, the adviser to Quantitative Equity Fund believes that the
combination of Quantitative Equity Fund and Growth and Income 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 Quantitative Equity Fund will benefit
from the investment policies of Growth and Income Equity Fund in pursuit of
capital appreciation, along with income. The Adviser believes that Growth and
Income Equity Fund's investment policies, as described in the preceding section,
will provide shareholders with superior long term investment performance.
In addition to the foregoing, the Board has been informed by the adviser of the
proposed acquisition of the adviser by Fleet Financial Group, Inc. It is
anticipated that the acquisition will be completed during the fourth quarter of
1995. As part of the acquisition transaction, the Adviser has informed the
Board that it may seek to reorganize the investment portfolios of the Trust,
including Growth and Income Equity Fund, into the Galaxy Funds, an open-end
management investment company for which Fleet Investment Advisers, a subsidiary
of Fleet Financial Group, Inc., serves as investment adviser. It is proposed
that Growth and Income Equity Fund will be reorganized into a newly-formed
investment portfolio of the Galaxy Funds and that the investment objective and
policies of Growth and Income Equity Fund will be identical in the new
portfolio.
The Trust's Board of Trustees concluded that reorganization of the Acquired Fund
into the Acquiring Fund could provide operating efficiencies and economies of
scale. The Trustees also noted that shareholders of the Acquired Fund would
continue to receive the same quality investment management services from the
Adviser as shareholders of the Acquiring Fund. The Trust's Board of Trustees,
including a majority of the independent Trustees, additionally determined that
participation in the Reorganization is in the best interests of the Acquired
Fund and that the interests of the Acquired Fund's shareholders would not be
diluted as a result of its effecting the Reorganization. Based upon the
foregoing considerations, and the fact that shareholders of the Acquired Fund
and the Acquiring Fund will not suffer any adverse tax consequences as a result
of the Reorganization, the Board of Trustees unanimously voted to approve, and
recommend to Acquired Fund shareholders the approval of, the Reorganization.
The Trustees of the Trust, including the independent Trustees, have unanimously
concluded that consummation of the Reorganization is in the best interests of
the Trust and the shareholders of the Acquired Fund and Acquiring Fund and that
the interests of their respective shareholders would not be diluted as a result
of effecting the Reorganization and have unanimously approved the Agreement.
Description of the Agreement and Plan of Reorganization
The Agreement provides that Quantitative Equity Fund will discharge all of its
liabilities and Growth and Income Equity Fund will acquire all of the assets of
Quantitative Equity Fund in exchange for Trust Shares and Investment Shares of
Growth and Income Equity Fund to be distributed pro rata by Quantitative Equity
Fund to its shareholders of Trust Shares and Investment Shares, respectively, in
complete liquidation and dissolution of Quantitative Equity Fund, on or about
July 28, 1995.
Consummation of the Reorganization is subject to the conditions set forth in the
Agreement, including receipt of an opinion in form and substance satisfactory to
the Trust, as described under the caption "Federal Income Tax Consequences"
below. The Agreement may be terminated and the Reorganization may be abandoned
at any time before or after approval of shareholders of Quantitative 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
Quantitative Equity Fund's shareholders and the costs of holding the Special
Meeting of Shareholders.
The foregoing description of the Plan entered into between Growth and Income
Equity Fund and Quantitative Equity Fund is qualified in its entirety by terms
and provisions of the Agreement, a copy of which is attached hereto as Exhibit A
and incorporated herein by reference thereto.
Description of Growth and Income Equity Fund Shares
Shares of Growth and Income Equity Fund to be issued to shareholders of
Quantitative Equity Fund under the Agreement 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 Growth and Income Equity Fund and Quantitative Equity Fund, known
as Trust Shares and Investment Shares. Trust Shares of each of Growth and
Income Equity Fund and Quantitative 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 Millennium 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. Investment Shares of Growth and Income Equity
Fund are subject to a Rule 12b-1 fee of up to .50 of 1.00% of daily net assets
of Investment Shares. Trust Shares are not subject to a Rule 12b-1 fee.
Shareholders of Quantitative Equity Fund would receive shares of the same
designated class of Growth and Income Equity Fund if the Reorganization is
consummated.
Federal Income Tax Consequences
As a condition to the Reorganization transactions, the Trust, on behalf of
Growth and Income Equity Fund and Quantitative Equity Fund, will receive an
opinion from the Trust's counsel, Dickstein, Shapiro & Morin, L.L.P., 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 Agreement will constitute a tax-free reorganization under section
368(a)(1)(C) of the Code; (2) no gain or loss will be recognized by Growth and
Income Equity Fund upon its receipt of Quantitative Equity Fund's assets solely
in exchange for Growth and Income Equity Fund shares; (3) no gain or loss will
be recognized by Quantitative Equity Fund upon the transfer of its assets to
Growth and Income Equity Fund in exchange for Growth and Income Equity Fund
shares or upon the distribution (whether actual or constructive) of Growth and
Income Equity Fund shares to Quantitative Equity Fund shareholders in exchange
for their shares to Quantitative Equity Fund; (4) no gain or loss will be
recognized by shareholders of Quantitative Equity Fund upon the exchange of
their Quantitative Equity Fund shares for Growth and Income Equity Shares; (5)
the tax basis of Quantitative Equity Fund's assets acquired by Growth and Income
Equity Fund will be the same as the tax basis of such assets to Quantitative
Equity Fund immediately prior to the Reorganization; (6) the tax basis of Growth
and Income Equity Fund shares received by each shareholder of Quantitative
Equity Fund pursuant to the Agreement will be the same as the tax basis of
Quantitative Equity Fund shares held by such shareholder immediately prior to
the Reorganization; (7) the holding period of the assets of Quantitative Equity
Fund in the hands of Growth and Income Equity Fund will include the period
during which those assets were held by Quantitative Equity Fund; and (8) the
holding period of Growth and Income Equity Fund shares received by each
shareholder of Quantitative Equity Fund will include the period during which the
Quantitative Equity Fund shares exchanged therefor were held by such
shareholder, provided the Quantitative Equity Fund shares were held as capital
assets on the date of 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. Growth and Income Equity Fund and Quantitative 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
The following table sets forth the capitalization of Growth and Income Equity
Fund and Quantitative Equity Fund as of June 26, 1995, and on a pro forma basis
as of that date:
Growth and Income Quantitative Pro Forma
Equity Fund Equity Fund Combined*
Net Assets (TS)* (TS)* (TS)
(IS)** (IS)** (IS)
Net Asset Value
Per Share (TS) (TS) (TS)
(IS) (IS) (IS)
Shares
Outstanding (TS) (TS) (TS)
(IS) (IS) (IS)
Shares Authorized Indefinite Indefinite Indefinite
* TS refers to Trust Shares
** IS refers to Investment Shares
INFORMATION ABOUT THE TRUST, GROWTH AND INCOME EQUITY FUND,
AND QUANTITATIVE EQUITY FUND
Growth and Income Equity Fund, a portfolio of The Shawmut Funds
Information about the Trust and Growth and Income Equity Fund is contained in
the Shawmut Equity Funds Prospectuses - Trust Shares or Investment Shares, a
copy of which is included herewith and incorporated by reference herein.
Additional information about the Trust and Growth and Income Equity Fund is
included in the Combined Statement of Additional Information of the Shawmut
Equity Funds, which is incorporated herein by reference. Additional information
about the Reorganization is included in the Statement of Additional Information
to this Prospectus/Proxy Statement, which is incorporated by reference herein.
Copies of the Combined Statement of Additional Information and the Statement of
Additional Information to this Prospectus/Proxy Statement, which have 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 Growth and Income 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 and Income 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 the following SEC regional offices:
Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048; and the Midwest Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60611. 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 Growth and Income 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, Growth and Income 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.
Quantitative Equity Fund, a portfolio of The Shawmut Funds
Information about the Trust and Quantitative Equity Fund is also contained in
the Shawmut Equity Funds Prospectuses - Trust Shares or Investment Shares.
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
Growth and Income 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 at the addresses
and its regional offices listed above.
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 July 25, 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
Quantitative Equity Fund and the Adviser at no additional cost to Quantitative
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 Quantitative Equity Fund has fixed the close of
business on June 26, 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 Quantitative Equity Fund outstanding. Each Quantitative
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 Quantitative Equity Fund's
outstanding shares and ________________________________ shares, or approximately
_______% of Quantitative 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 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.
On the record date the following persons of record owned 5% or more of Growth
and Income Equity Fund's outstanding shares:
_______________________________________________________. On the record date,
the Trustees and officers of the Trust and Growth and Income Equity Fund as a
group owned less than 1% of the outstanding shares of the Fund.
Approval of the Agreement requires the affirmative vote of the holders of more
than fifty percent of Quantitative Equity Fund's outstanding shares. Approval
is determined upon calculation of all shares of Quantitative Equity Fund,
regardless of class designation. In that regard, each share of Quantitative
Equity Fund is entitled to one vote at the Special Shareholder meeting.
Quantitative Equity Fund requires that at any meeting of Shareholders there must
be present, in person or by proxy, holders of more than fifty percent of the
total number of outstanding shares entitled to vote at such meeting. For
purposes of determining the presence of a quorum and counting votes on the
matter presented, shares represented by abstentions and broker non-votes will be
counted as present, but not as votes cast, at the meeting. The votes of
shareholders of Growth and Income Equity Fund are not being solicited since
their approval is not required in order to effect the Reorganization.
No Dissenter's Right of Appraisal
Shareholders of Quantitative Equity Fund objecting to the Reorganization have no
appraisal rights under the Declaration of Trust or Massachusetts law. Under the
Plan, if approved by Quantitative Equity Fund shareholders, each Quantitative
Equity Fund shareholder will become the owner of Growth and Income Equity Fund
shares having a total value equal to the total value of his or her holdings in
Quantitative Equity Fund at the Closing Date.
Other Matters
Management of Quantitative 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 May 22, 1995 (the "Agreement"),
between Shawmut Growth and Income Equity Fund (hereinafter called the "Acquiring
Fund"), and Shawmut Quantitative 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 Trust
Shares and Investment Shares of the Acquiring Fund (collectively, the "Acquiring
Fund Shares") and the distribution, after the Closing Date hereinafter referred
to, of the Acquiring Fund Shares to the shareholders of the Trust Shares and
Investment Shares, respectively, 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 Trust is a registered open-end management investment company and
the Acquired Fund owns securities in which the Acquiring Fund is permitted to
invest;
WHEREAS, the Trust is authorized to issue shares of beneficial interest of both
the Acquiring Fund and the Acquired Fund;
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 Trust 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 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 Trust 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 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., 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. Acquiring Fund Shares 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 liquidation and termination of the Acquired
Fund, on which the Acquired Fund is liquidated and terminated.
1.9 The Acquired Fund shall be discontinued as a portfolio of the Trust
promptly following the Closing Date and the making of all distributions pursuant
to paragraph 1.5. The Trust shall continue its registration as an investment
company under the 1940 Act.
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 July 28, 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 With respect to the Acquired Fund, the Trust represents and warrants as
follows:
(a) The Acquired Fund is a portfolio of the Trust, which is 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 Trust is not, and the execution, delivery and performance of this
Agreement will not result, in 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 or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(g) The Statement of Assets and Liabilities of the Acquired Fund at October
31, 1994, has been audited by Price Waterhouse, LLP, independent accountants,
and has been prepared in accordance with generally accepted accounting
principles, consistently applied, and such statement (a copy of which has been
furnished to the Acquiring Fund) fairly reflects the financial condition of the
Acquired Fund as of such date, and there are no known contingent liabilities of
the Acquired Fund as of such date not disclosed therein. The unaudited
financial statements of the Acquired Fund at April 30, 1995, will be prepared by
management of the Acquired Fund in accordance with generally accepted accounting
principles and such statements will fairly reflect the financial condition of
the Acquired Fund as of such date.
(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 Trust'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 With respect to the Acquiring Fund, the Trust represents and warrants as
follows:
(a) The Acquiring Fund is a portfolio of the Trust, which is duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts and 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 Trust 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 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 accountants, and have been
prepared in accordance with generally accepted accounting principles, and such
statements (copies of which have been furnished to the Acquired Fund) fairly
reflect the financial condition of the Acquiring Fund as of such date. The
unaudited financial statements of the Acquiring Fund at April 30, 1995, will be
prepared by management of the Acquiring Fund in accordance with generally
accepted accounting principles and such statements will fairly reflect the
financial condition of the Acquiring Fund as of such date.
(g) Since October 31, 1994, there has not been any material adverse change in
the Acquiring Fund's financial condition, assets, liabilities or business 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 Acquiring Fund.
(h) 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.
(i) For each fiscal year of its operation, the Acquiring Fund has met the
requirements of Subchapter M of the Code for qualification and treatment as a
regulated investment company.
(j) 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.
(k) 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 Trust'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).
(l) 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.
(m) 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 Trust's Board of Trustees 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 or Vice President and
its Treasurer or Assistant 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 Trust 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 or Assistant 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 or Assistant 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 or Assistant 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 Declaration of Trust of
the 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 order 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 Trust 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 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 Trust at any time
prior to the Closing Date if circumstances should develop that, in the opinion
of the 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 Trust if 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 Trust
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 Trust 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 Trust
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 Trust or any of them.
IN WITNESS WHEREOF, the Trust, on behalf of the Acquired Fund and the Acquiring
Fund, has 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:
THE SHAWMUT FUNDS, on behalf of
its portfolio, SHAWMUT
QUANTITATIVE EQUITY FUND
Attest:
By:
Name:
Assistant Secretary Title:
Acquiring Fund:
THE SHAWMUT FUNDS, on behalf of
its portfolio, SHAWMUT GROWTH AND
EQUITY FUND
Attest:
By:
Name:
Assistant Secretary Title:
STATEMENT OF ADDITIONAL INFORMATION
Dated ________, 1995
Acquisition of the Assets of
SHAWMUT QUANTITATIVE EQUITY FUND,
a portfolio of THE SHAWMUT FUNDS
By and in exchange for shares of
SHAWMUT GROWTH AND INCOME EQUITY FUND,
a portfolio of THE SHAWMUT FUNDS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-SHAWMUT
This Statement of Additional Information dated ________, 1995, is not a
prospectus. A Prospectus/Proxy Statement dated ________ 1995, related to the
above-referenced matter may be obtained from the Shawmut Growth and Income
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. Statement of Additional Information of The Shawmut Equity Funds, dated
December 31, 1994.
2. Annual Report of The Shawmut Funds, dated October 31, 1994.
The Statement of Additional Information of The Shawmut Equity Funds (including
Shawmut Quantitative Equity Fund and Shawmut Growth and Income Equity Fund),
dated December 31, 1994, is incorporated herein by reference to Post-Effective
Amendment No. 12 to The Shawmut Fund's Registration Statement on Form N-1A (1933
Act File 33-48933; 1940 Act File No. 811- 58437), which was filed with the
Securities and Exchange Commission on December 27, 1994. The Annual Report of
The Shawmut Funds and the report of Price Waterhouse, LLP, are incorporated
herein by reference. The Annual Report (1933 Act File No. 33-48933; 1940 Act
File No. 811-58437) was filed with the Securities and Exchange Commission on
December 27, 1994. Copies of these documents may be obtained free of charge
from The Shawmut Funds at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779, Telephone Number: 1-800-SHAWMUT.
3. The pro forma financial statements required by Rule 11-01 of Regulation S-
X have not been included because the net asset value of the Acquired Fund does
not exceed ten percent of the Acquiring Fund's net asset value as of June __,
1995.
THE SHAWMUT FUNDS
SHAWMUT QUANTITATIVE EQUITY FUND-TRUST SHARES
SPECIAL MEETING OF SHAREHOLDERS JULY 25, 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, Colleen Gallagher
and Patricia F. Conner, or any of them true and lawful attorneys, with power of
substitution of each, to vote all shares of SHAWMUT QUANTITATIVE EQUITY FUND,
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held on July 25, 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 QUANTITATIVE 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 QUANTITATIVE EQUITY FUND-INVESTMENT SHARES
SPECIAL MEETING OF SHAREHOLDERS July 25, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of SHAWMUT
QUANTITATIVE EQUITY FUND, an investment portfolio of THE SHAWMUT FUNDS, hereby
appoint Robert C. Rosselot, Kathleen R. O'Brien, Stephen R. Newcamp, Colleen
Gallagher and Patricia F. Conner, or any of them true and lawful attorneys, with
power of substitution of each, to vote all shares of SHAWMUT QUANTITATIVE EQUITY
FUND, which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held on July 25, 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 QUANTITATIVE 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)
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 is included as Exhibit A to the
Proxy/Prospectus (Part A) of this Registration Statement.*
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*
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 June 9, 1995.
THE SHAWMUT FUNDS
(Registrant)
By:/s/ Robert C. Rosselot
Robert C. Rosselot, Assistant Secretary
Attorney in Fact for John F. Donahue
June 9, 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 June 9, 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)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 11
THE SHAWMUT FUNDS
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Phone: 412-288-8515
Fax: 412-288-8141
June 9, 1995
The Trustees of
The Shawmut Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
The Shawmut Funds (the "Trust") proposes to issue Trust Shares and
Investment Shares of beneficial interest representing interests in a separate
portfolio of securities known as Shawmut Growth and Income Equity Fund (such
shares of beneficial interest being herein collectively referred to as the
"Shares") in connection with the acquisition of the assets of Shawmut
Quantitative Equity Fund, a separate portfolio of the Trust, pursuant to the
Agreement and Plan of Reorganization dated as of May 22, 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
June 9, 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
DICKSTEIN, SHAPIRO & MORIN, L.L.P.
2101 L STREET, N.W.
WASHINGTON, D.C. 20037-1526
(202) 785-9700
June 9, 1995
The Shawmut Funds,
on behalf of its portfolios,
Shawmut Growth and Income Equity Fund and
Shawmut Quantitative Equity Fund
Federated Investors Tower
Pittsburgh, Pennsylvania l5222-3779
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
Quantitative Equity Fund (the "Acquired Fund"), a portfolio of The Shawmut
Funds, a Massachusetts business trust (the "Trust"), will be acquired by the
Trust, on behalf of its portfolio, Shawmut Growth and Income Equity Fund (the
"Acquiring Fund"), 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
May 22, 1995 between the Acquiring Fund and the Acquired 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.
The Trust is an open-end, management investment company which
qualifies as a regulated investment company described in Section 851(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). Both the Acquiring Fund
and the Acquired Fund are engaged in the business of investing in a
professionally managed portfolio 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,
Dickstein, Shapiro & Morin, L.L.P.
Exhibit 14
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus/Proxy
Statement and Statement of Additional Information constituting part of the
Registration Statement on Form N-14 (the "Registration Statement") of The
Shawmut Funds of our report dated December 16, 1994, relating to the financial
statements and financial highlights appearing in the October 31, 1994 Annual
Report of The Shawmut Funds, which is also incorporated by reference into the
Prospectus/Proxy Statement under the headings "Financial Highlights" and
"Independent Accountants" in the Shawmut Equity Funds Prospectus - Trust Shares
and the Shawmut Equity Funds Prospectus - Investment Shares dated December 31,
1994 which accompanies the Prospectus/Proxy Statement and sections 4.1(g) and
4.2(f) of Exhibit A-Agreement and Plan of Reorganization to the Prospectus/Proxy
Statement.
PRICE WATERHOUSE LLP
Price Waterhouse LLP
Boston, Massachusetts
June 9, 1995
Exhibit 16
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
the Secretary and Assistant Secretary of THE SHAWMUT FUNDS and the Assistant
General Counsel of Federated Investors, and each of them, their true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for them and in their names, place and stead, in any and all capacities, to sign
any and all documents to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, by means of the EDGAR; and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to sign and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as each of them might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
SIGNATURES TITLE DATE
/s/John F. Donahue Chairman and Trustee May 31, 1995
John F. Donahue (Chief Executive Officer)
/s/Edward C. Gonzales President and Treasurer May 31, 1995
Edward C. Gonzales (Principal Financial and
Accounting Officer)
and Trustee
/s/Thomas G. Bigley Trustee May 31, 1995
Thomas G. Bigley
/s/John T. Conroy, Jr. Trustee May 31, 1995
John T. Conroy, Jr.
/s/William J. Copeland Trustee May 31, 1995
William J. Copeland
SIGNATURES TITLE DATE
/s/James E. Dowd Trustee May 31, 1995
James E. Dowd
/s/Lawrence D. Ellis, M.D. Trustee May 31, 1995
Lawrence D. Ellis, M.D.
/s/Edward L. Flaherty, Jr. Trustee May 31, 1995
Edward L. Flaherty, Jr.
/s/Peter E. Madden Trustee May 31, 1995
Peter E. Madden
/s/Gregor F. Meyer Trustee May 31, 1995
Gregor F. Meyer
/s/John E. Murray, Jr. Trustee May 31, 1995
John E. Murray, Jr.
/s/Wesley W. Posvar Trustee May 31, 1995
Wesley W. Posvar
/s/Marjorie P. Smuts Trustee May 31, 1995
Marjorie P. Smuts
Sworn to and subscribed before me this 31st day of May, 1995
/s/Marie M. Hamm
Notary Public
Notorial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Sept. 16, 1996
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
