As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-44487
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. ___ |_|
Post-Effective Amendment No. 1 |X|
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(Check Appropriate Box or Boxes.)
ARK Funds*
(Exact Name of Registrant as Specified in Charter)
One Freedom Valley Drive
Oaks, PA 19456
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: (610) 676-1000
Kathryn L. Stanton
Vice President and Secretary
ARK Funds
One Freedom Valley Drive
Oaks, PA 19456
(Name and Address of Agent for Service)
Copies to:
Alan C. Porter, Esq. Matthew G. Maloney, Esq.
Piper & Marbury L.L.P. Dickstein Shapiro Morin & Oshinsky LLP
1200 Nineteenth Street, N.W. 2101 L Street, N.W.
Washington, DC 20036-2430 Washington, DC 20037-1526
It is proposed that this filing will become effective upon filing pursuant to
Rule 485(b).
No filing fee is required because an indefinite number of shares have
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940. Pursuant to Rule 429, this Registration Statement relates to shares
previously registered on Form N-1A (File No. 33-53690).
___________________________________
* Relating to shares of ARK Pennsylvania Tax-Free Portfolio.
<PAGE>
ARK FUNDS
PART A
The information required by Items 1 through 9 of Form N-14 is incorporated
herein by reference to Part A of the Registration Statement filed with the
Commission on February 13, 1998.
<PAGE>
ARK FUNDS
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
The information required by Items 10 through 14 of Form N-14 is
incorporated herein by reference to Part B of the Registration Statement filed
with the Commission on February 13, 1998.
<PAGE>
PART C
OTHER INFORMATION
Item 15. Indemnification
Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1
to the Registration Statement is incorporated herein by reference. The
Registrant participates in a group liability policy under which the Registrant
and its trustees, officers and affiliated persons are insured against certain
liabilities.
Item 16. Exhibits
(1) (a) Declaration of Trust dated October 22, 1992 is incorporated
by reference to Exhibit 1 to the Registrant's Registration
Statement on Form N-1A (File No. 33-53690) ("Form N-1A").
(b) Amended and Restated Declaration of Trust dated March 19,
1993 is incorporated herein by reference to Exhibit 1(b) to
Form N-1A.
(c) Supplement dated March 23, 1993 to the Amended and Restated
Declaration of Trust dated March 19, 1993 is incorporated herein
by reference to Exhibit 1(c) to Form N-1A.
(2) By-Laws of the Registrant are incorporated herein by reference
to Exhibit 1(d) to Form N-1A.
(3) Not applicable.
(4) Agreement and Plan of Reorganization is included in Part A.
(5) Not applicable.
(6) (a) Investment Advisory Agreement dated July 13, 1995, between
the Registrant and Allied Investment Advisors, Inc. is
incorporated herein by reference to Exhibit 5 to Form N-1A.
(b) Investment Advisory Agreement between the Registrant and
Allied Investment Advisors, Inc. (relating to the Acquiring
Funds which are shell portfolios) is incorporated herein by
reference to Exhibit 5 to Form N-1A.
(7) Distribution Agreement dated November 1, 1995, between the
Registrant and SEI Financial
Services Company is incorporated herein by reference to Exhibit
6(a) to Form N-1A.
<PAGE>
(8) Not applicable.
(9) Custody Agreement dated as of April 1, 1997, between the
Registrant and FMB Trust Company, National Association is
incorporated herein by reference to Exhibit 8 to Form N-1A.
(10) (a) Rule 18f-3 Plan is incorporated herein by reference to
Exhibit 18 to Form N-1A.
(b) Shareholder Services Plan for Institutional Class Shares is
incorporated herein by reference to Exhibit 15(c) to Form N-1A.
(11) Opinion and consent of legal counsel is incorporated herein by
reference to Registrant's Form 24f-2 Notice filed with the
Commission.
(12) Opinion and consent of Piper & Marbury L.L.P. as to tax
matters.*
(13) (a) Administration Agreement dated November 1, 1995, between the
Registrant and SEI Financial Management Corporation is
incorporated herein by reference to Exhibit 6(b) to Form N-1A.
(b) Sub-Administration Agreement dated January 1, 1998, between
SEI Investments Management Corporation and FMB Trust Company,
National Association is incorporated herein by reference to
Exhibit 9 to Form N-1A.
(c) Transfer Agency and Service Agreement dated November 1,
1995, between the Registrant and SEI Financial Management
Corporation is incorporated herein by reference to Exhibit 9
to Form N-1A.
(14) (a) Consent of KPMG Peat Marwick LLP, independent auditors of the
Registrant.**
(b) Consent of Ernst & Young LLP, independent auditors of
Marketvest Funds.**
(15) Not applicable.
(16) Powers of Attorney of Trustees of the Registrant are incorporated
herein by reference to Form N-1A.
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<PAGE>
(17) (a) Prospectus of the Registrant is incorporated herein by
reference to Post-Effective Amendment No. 17 to Form N-1A filed
with the Commission on February 6, 1998.
(b) Statement of Additional Information of the Registrant is
incorporated herein by reference to Post-Effective Amendment
No. 17 to Form N-1A filed with the Commission on February 6,
1998.
(c) Combined Prospectus for the Marketvest Group of Funds dated
June 30, 1997 is incorporated herein by reference to
Post-Effective Amendment No. 4 to Marketvest Funds' Registration
Statement on Form N-1A filed with the Commission on June 26,
1997.
(d) Combined Statement of Additional Information of the
Marketvest Group of Funds dated June 30, 1997 is incorporated
herein by reference to Post-Effective Amendment No. 4 to
Marketvest Funds' Registration Statement on Form N-1A filed with
the Commission on June 26, 1997.
(e) Annual Report to Shareholders of the Registrant for the
fiscal year ended April 30, 1997 is incorporated herein by
reference to Registrant's filing with the Commission pursuant to
Rule 30b-2 on June 27, 1997.
(f) Semi-Annual Report to Shareholders of the Registrant for the
six months ended October 31, 1997 is incorporated herein by
reference to Registrant's filing with the Commission pursuant to
Rule 30b-2 on December 29, 1997.
(g) Combined Annual Report to Shareholders of the Marketvest
Group of Funds for the fiscal year ended February 28, 1997 is
incorporated herein by reference to Marketvest Funds' filing
with the Commission pursuant to Rule 30b-2 on April 21, 1997.
(h) Combined Semi-Annual Report to Shareholders of the Marketvest
Group of Funds for the six months ended August 31, 1997 is
incorporated herein by reference to Marketvest Funds' filing
with the Commission pursuant to Rule 30b-2 on October 30, 1997.
* Filed herewith.
** Previously filed.
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<PAGE>
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement for
the securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
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<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed on behalf of the Registrant
in the City of Baltimore, and State of Maryland, on the 1st day of May, 1998.
ARK FUNDS
By: /s/ David D. Downes
--------------------------------
David D. Downes, President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
/s/ David D. Downes President (principal executive officer) and
- ------------------------------ Trustee
David D. Downes
/s/ James F. Volk Treasurer, Controller and Chief Financial
- ------------------------------ Officer (principal financial and accounting
James F. Volk officer)
* Trustee
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William H. Cowie, Jr.
* Trustee
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Charlotte Kerr
* Trustee
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George K. Reynolds, III
* Trustee
- ------------------------------
Thomas Schweizer
* By: /s/ Alan C. Porter May 1, 1998
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Alan C. Porter
Attorney-in-Fact
An original power-of-attorney authorizing Alan C. Porter to execute amendments
to this Registration Statement for each trustee of the Registrant on whose
behalf this amendment to the Registration Statement is filed has been executed
and filed with the Securities and Exchange Commission.
Exhibit 12
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH WASHINGTON
36 SOUTH CHARLES STREET NEW YORK
Baltimore, Maryland 21201-3018 PHILADELPHIA
410-539-2530 EASTON
FAX: 410-539-0489
March 20, 1998
Marketvest Funds, Inc.
Marketvest Funds
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
ARK Funds
One Freedom Valley Drive
Oaks, Pennsylvania 19456
Re: Reorganization of Marketvest Funds into ARK Funds
--------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to ARK Funds, a Massachusetts business
trust ("ARK Funds"), Marketvest Funds, Inc., a Maryland corporation ("Marketvest
Corp."), and Marketvest Funds, a Massachusetts business trust ("Marketvest
Trust"), in connection with the transactions contemplated by the Agreement and
Plan of Reorganization, dated as of January 15, 1998 (the "Reorganization
Agreement"), by and among ARK Funds, Marketvest Corp. and Marketvest Trust,
providing, among other things, for the transfer by each of the following
separately designated series of Marketvest Corp. or Marketvest Trust:
Series Company
Marketvest Short-Term Bond Fund Marketvest Corp.
Marketvest Intermediate U.S. Government Bond Fund Marketvest Corp.
Marketvest Pennsylvania Intermediate Municipal Bond Marketvest Trust
Marketvest Equity Fund Marketvest Corp.
Marketvest International Equity Fund Marketvest Trust
<PAGE>
(each an "Acquired Fund") of all of its assets to the separately designated
series of Ark Funds identified as a Corresponding Acquiring Fund in the table
below:
Acquired Fund Corresponding Acquiring Fund
Marketvest Short-Term Bond Fund ARK Short-Term Bond Portfolio
Marketvest Intermediate U.S. ARK U.S. Government Bond Portfolio
Government Bond Fund
Marketvest Pennsylvania Intermediate ARK Pennsylvania Tax-Free Portfolio
Municipal Bond Fund
Marketvest Equity Fund ARK Value Equity Portfolio
Marketvest International Equity Fund ARK International Equity Selection
Portfolio
in exchange for a certain number of shares of the Institutional Class of the
Corresponding Acquiring Fund ("Corresponding Acquiring Fund Shares") and the
assumption by the Corresponding Acquiring Fund of certain specified liabilities
of the Acquired Fund (the "Stated Liabilities").
This opinion is delivered pursuant to section 4.3(a) of the Reorganization
Agreement. All capitalized terms used herein, unless otherwise specified, shall
have the meanings ascribed to them in the Reorganization Agreement.
In rendering our opinions, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants, statements and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Reorganization Agreement, the Proxy
Statement/Prospectus and such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below. Our opinions assume,
among other things, the accuracy as of the date hereof, and the accuracy as of
the applicable Closing Date, of such facts, information, covenants, statements
and representations, as well as an absence of any change in the foregoing that
are material to such opinions between the date hereof and the applicable Closing
Date.
We have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions related to the asset
transfers or contemplated by the Reorganization Agreement will be consummated at
the applicable Closing Date in accordance with the Reorganization Agreement and
as described in the Proxy Statement/Prospectus. In addition, our opinion is
expressly conditioned on, among other things, the accuracy as of the date
hereof, and continuing accuracy as of the applicable Closing Date, of statements
and representations contained in certain officer and shareholder certificates.
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<PAGE>
In rendering our opinion, we have considered the applicable provisions of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that such Code, Regulations, judicial decisions, administrative
interpretations and such other authorities are subject to change at any time
and, in some circumstances, with retroactive effect. A material change in any of
the authorities upon which our opinion is based could affect our conclusions
stated herein. In addition, there can be no assurance that the Internal Revenue
Service would not take a position contrary to that which is stated in this
opinion.
Based upon and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes:
(i) the transfer by each Acquired Fund of all of its
assets to the Corresponding Acquiring Fund in exchange for
Institutional Class shares of the Corresponding Acquiring Fund
and the assumption of the Stated Liabilities, and the distribution
of such shares to the shareholders of the Acquired Fund, as provided
in the Reorganization Agreement, will constitute a "reorganization"
within the meaning of Section 368(a)(1) of the Code and each such Fund
will be a "a party to a reorganization" within the meaning of Section
368(b) of the Code;
(ii) no gain or loss will be recognized by the Acquired
Fund on the transfer of its assets to the Corresponding Acquiring
Fund in exchange for the Corresponding Acquiring Fund Shares and the
assumption of the Stated Liabilities of the Acquired Fund, and no
gain or loss will be recognized by the Acquired Fund on the
distribution of the Corresponding Acquiring Fund Shares to the Acquired
Fund Shareholders;
(iii) no gain or loss will be recognized by the
Corresponding Acquiring Fund upon the receipt of the assets of the
Acquired Fund in exchange for the Corresponding Acquiring Fund Shares
and the assumption of the Stated Liabilities;
(iv) the adjusted basis of each asset of the Acquired
Fund in the hands of the Corresponding Acquiring Fund will be the
same as the adjusted basis of such asset in the hands of the Acquired
Fund immediately prior to the Reorganization;
(v) the holding period of each asset of the Acquired
Fund in the hands of the Corresponding Acquiring Fund will include
the holding period of such asset in the hands of the Acquired Fund
immediately prior to the Reorganization;
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<PAGE>
(vi) no gain or loss will be recognized by the Acquired Fund
Shareholders upon the receipt of the Corresponding Acquiring Fund
Shares (including fractional shares) solely in exchange for shares
of the Acquired Fund;
(vii) the adjusted basis of the Corresponding Acquiring
Fund Shares (including fractional shares) received by each Acquired
Fund Shareholder will be the same as the adjusted basis of the shares
of the Acquired Fund surrendered in exchange therefor; and
(viii) the holding period of the Corresponding Acquiring
Fund Shares (including fractional shares) received by each Acquired
Fund Shareholder will include the holding period of the shares of the
Acquired Fund surrendered in exchange therefor, provided that such
shares were held as a capital asset in the hands of the Acquired Fund
Shareholder on the date of the exchange.
In accordance with the requirements of Item 601(b)(23) of Regulation S-K
under the Securities Act, we hereby consent to the use of our name in the Proxy
Statement/Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities Exchange
Commission thereunder.
Very truly yours,
Piper & Marbury L.L.P.
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<PAGE>
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH WASHINGTON
36 SOUTH CHARLES STREET NEW YORK
Baltimore, Maryland 21201-3018 PHILADELPHIA
410-539-2530 EASTON
FAX: 410-539-0489
March 27, 1998
Marketvest Funds, Inc.
Marketvest Funds
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
ARK Funds
One Freedom Valley Drive
Oaks, Pennsylvania 19456
Re: Reorganization of Marketvest Funds into ARK Funds
-------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to ARK Funds, a Massachusetts business
trust ("ARK Funds"), Marketvest Funds, Inc., a Maryland corporation ("Marketvest
Corp."), and Marketvest Funds, a Massachusetts business trust ("Marketvest
Trust"), in connection with the transactions contemplated by the Agreement and
Plan of Reorganization, dated as of January 15, 1998 (the "Reorganization
Agreement"), by and among ARK Funds, Marketvest Corp. and Marketvest Trust,
providing, among other things, for the transfer by each of the following
separately designated series of Marketvest Corp. or Marketvest Trust:
Series Company
Marketvest Short-Term Bond Fund Marketvest Corp.
Marketvest Intermediate U.S. Government Bond Fund Marketvest Corp.
Marketvest Pennsylvania Intermediate Municipal Bond Marketvest Trust
Marketvest Equity Fund Marketvest Corp.
Marketvest International Equity Fund Marketvest Trust
(each an "Acquired Fund") of all of its assets to the separately designated
series of Ark Funds identified as a Corresponding Acquiring Fund in the table
below:
<PAGE>
Acquired Fund Corresponding Acquiring Fund
Marketvest Short-Term Bond Fund ARK Short-Term Bond Portfolio
Marketvest Intermediate ARK U.S. Government Bond Portfolio
U.S. Government Bond Fund
Marketvest Pennsylvania ARK Pennsylvania Tax-Free Portfolio
Intermediate Municipal Bond Fund
Marketvest Equity Fund ARK Value Equity Portfolio
Marketvest International ARK International Equity Selection Portfolio
Equity Fund
in exchange for a certain number of shares of the Institutional Class of the
Corresponding Acquiring Fund ("Corresponding Acquiring Fund Shares") and the
assumption by the Corresponding Acquiring Fund of certain specified liabilities
of the Acquired Fund (the "Stated Liabilities").
In such capacity, we delivered an opinion (the "Opinion Letter") dated
March 20, 1998 to pursuant to Section 4.3(a) of the Reorganization Agreement. We
hereby confirm such opinion as if given on the date hereof, subject to the same
limitations and qualifications expressed in the Opinion Letter.
Very truly yours,
Piper & Marbury L.L.P.
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